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EXHIBIT 2.1
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (this "Agreement"), dated as of ________
__, 1998, is entered into by and among ORBCOMM Global, L.P., a Delaware limited
partnership (the "Partnership"), Orbital Communications Corporation, a Delaware
corporation ("OCC") and Teleglobe Mobile Partners, a Delaware general
partnership ("Teleglobe Mobile").
RECITALS
WHEREAS, each of OCC and Teleglobe Mobile is a general and a limited
partner of the Partnership, with each owning 50% of the partnership interests of
the Partnership;
WHEREAS, each of OCC and the Partnership is a general and a limited
partner of ORBCOMM USA, L.P. ("ORBCOMM USA"), with OCC owning 2% and the
Partnership owning 98% of the partnership interests of ORBCOMM USA;
WHEREAS, each of Teleglobe Mobile and the Partnership is a general and
a limited partner of ORBCOMM International Partners, L.P. ("ORBCOMM
International"), with Teleglobe Mobile owning 2% and the Partnership owning 98%
of the partnership interests of ORBCOMM International;
WHEREAS, OCC desires to, and the Partnership desires that OCC,
contribute all of its partnership interests in ORBCOMM USA to the Partnership
and Teleglobe Mobile desires to, and the Partnership desires that Teleglobe
Mobile, contribute all of its partnership interests in ORBCOMM International to
the Partnership; and
WHEREAS, OCC and Teleglobe Mobile agree that the fair market value of
OCC's interest in ORBCOMM USA is equal to the fair market value of Teleglobe
Mobile's interest in ORBCOMM International, which is equal to Fifteen Hundred
Dollars ($1,500);
NOW THEREFORE, for and in consideration of the foregoing premises, and
the mutual undertakings set forth below, the parties hereto agree as follows:
1. Contribution.
(a) OCC hereby contributes all of its partnership interests in
ORBCOMM USA to the capital of the Partnership. In exchange for such
contribution, OCC's capital account in the Partnership shall adjusted in
accordance with the terms of the Agreement of Limited Partnership of ORBCOMM
Global, L.P. (the "Partnership Agreement").
(b) Teleglobe Mobile hereby contributes all of its partnership
interests in ORBCOMM International to the capital of the Partnership. In
exchange for such contribution, Teleglobe Mobile's capital account in the
Partnership shall be adjusted in accordance with the terms of the Partnership
Agreement.
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(c) The contributions pursuant to this Agreement are intended
to be governed by Section 721(a) of the Internal Revenue Code of 1986, as
amended.
2. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
3. Governing Law. This Agreement shall be governed by the internal laws
of the State of New York, without regard to the choice or conflict of laws
provisions thereof.
4. Further Assurances. OCC and Teleglobe Mobile shall each take such
others actions and execute such additional documents as the Partnership may
reasonably request in order to effect the transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
ORBCOMM GLOBAL L.P.
By:
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Xxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
ORBITAL COMMUNICATIONS CORPORATION
By:
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Xxxxx X. Xxxxxxx
President
TELEGLOBE MOBILE PARTNERS
By: Teleglobe Mobile Investment, Inc.,
its Managing Partner
By:
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Xxxxxx Xxxxxx
Chief Executive Officer