EXHIBIT 10.7
SCHEDULE OF AGREEMENTS OMITTED ON THE BASIS OF BEING SUBSTANTIALLY IDENTICAL TO
THE AGREEMENTS FILED AS EXHIBITS 10.5.1, 10.5.2, 10.5.3, 10.6.1 AND 10.6.2
(FILED PURSUANT TO INSTRUCTION 2 OF ITEM 601 OF REGULATION S-K)
10.5.1 PARTICIPATION AGREEMENTS
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The Participation Agreement, dated as of August 21, 1992, among Xxxxxx
Communications Galaxy, Inc. ("HCG"), Orion One, Inc., State Street Bank and
Trust Company of Connecticut, National Association ("State Street"), Xxxxxx
Communications, Inc. ("HCI"), Wilmington Trust Company and BT Securities
Corporation, filed with this Registration Statement as Exhibit 10.5.1, is one in
a series of ten Participation Agreements which relate to sale-leaseback
transactions involving the transponders aboard the Galaxy VII satellite. Each
such sale-leaseback transaction is documented by a separate set of contracts,
including separate Participation Agreements, each of which is substantially
identical to the others. The only material difference in such agreements is the
name of the trust that is a party to such agreement. Accordingly, as the name
of the trust in the Participation Agreement filed as Exhibit 10.5.1 is "Orion
One," the names of the trusts that are parties to the remaining nine
Participation Agreements are "Orion Two," "Orion Three," "Orion Four" and so on,
respectively.
The schedules and exhibits attached to the Participation Agreements are
different with respect to each Trust. However, because such schedules and
exhibits are voluminous, they have not been filed.
10.5.2 FIRST AMENDMENTS TO PARTICIPATION AGREEMENT
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The First Amendment to Participation Agreement, dated as of December 24,
1992, among HCG, Orion One, Inc., State Street, HCI, Wilmington Trust Company
and BT Securities Corporation, filed with this Registration Statement as Exhibit
10.5.2, amends the Participation Agreement filed as Exhibit 10.5.1. The
remaining nine Participation Agreements are likewise amended by substantially
identical contracts. One material difference in such agreements is the name of
the trust that is a party to such agreement. Accordingly, as the name of the
trust in the First Amendment to Participation Agreement filed as Exhibit 10.5.2
is "Orion One," the names of the trusts that are parties to the remaining nine
First Amendments to Participation Agreement are "Orion Two," "Orion Three,"
"Orion Four" and so on, respectively. In addition, in the first and fourth
"whereas" clauses and in section 1y of the First Amendment to Participation
Agreement filed as Exhibit 10.5.2, the references to "Trust 1" are replaced by
"Trust 0," "Xxxxx 0," "Xxxxx 0," and so on, respectively, in the First
Amendments to Participation Agreement relating to the remaining nine trusts.
Further, in the Trust 5 First Amendment to Participation Agreement to which
Orion Five is a party, on page 13, the following paragraph is added to Section
3:
"Transponder No. 7. The parties agree that Transponder No. 7 shall be sold
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to HCG as of the In-Service Date for a price equal to Special Termination
Value therefor pursuant to a xxxx of sale and related documents as the
parties shall reasonably determine."
Finally, in the First Amendment to Participation Agreement to which Orion
Seven is a party, on page 13, the following paragraph is added to Section 3:
"Satisfaction of Conditions to Transfer. If the Owner Participant is Orion
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Two, Inc., then the parties hereto have been informed that Bankers Trust
Company intends to sell the shares of Common Stock in the Owner Participant
to State Street Bank and Trust Company ("State Street"). Each party has
received on the date hereof a copy of the form of guarantee (labeled
"Execution Copy (Form Submitted at Debt Closing)") to be
delivered by State Street pursuant to Section 13.02(a)(i) of the
Participation Agreement and a form of the legal opinion of counsel for
State Street (labeled "Execution Copy (Form Submitted at Debt Closing)") to
be delivered pursuant to Section 13.02(a)(xi) of the Participation
Agreement, each in connection with such sale. Each party agrees that, if
such guarantee and such legal opinion are delivered at the consummation of
such sale in the form received on the date hereof, then such guarantee and
such legal opinion shall be deemed to have satisfied the relevant
requirements of Section 13.02(a) of the Participation Agreement and Bankers
Trust Company, as Parent, shall be released from all liabilities and
obligations to the extent provided in Section 13.02(b) of the Participation
Agreement."
10.5.3 SECOND AMENDMENTS TO PARTICIPATION AGREEMENT
--------------------------------------------
The Second Amendment to Participation Agreement, dated as of June 18, 1993,
among HCG, Orion One, Inc., State Street, CIBC Inc., Internationale Nederlanden
Lease Structured Company and BT Securities Corporation further amends the
Participation Agreement filed as Exhibit 10.5.1 and is attached to this
Registration Statement as Exhibit 10.5.3. The remaining nine Participation
Agreements are likewise further amended by substantially identical contracts.
As with the original Participation Agreements, the only material difference
among such agreements is the name of the trust that is a party to such
agreement. Accordingly, as the name of the trust in the Second Amendment to
Participation Agreement filed as Exhibit 10.5.3 is "Orion One," the names of the
trusts that are parties to the remaining nine Second Amendments to Participation
Agreement are "Orion Two," "Orion Three," "Orion Four" and so on, respectively.
10.6.1 LEASE AGREEMENTS
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The Lease Agreement, dated as of December 31, 1992, by and between HCG and
State Street, attached to this Registration Statement as Exhibit 10.6.1 is one
in a series of ten Lease Agreements which relate to the same sale-leaseback
transactions to which the Participation Agreements relate. The only material
difference among the ten Lease Agreements is the trust referenced in the
preamble of each such agreement. Accordingly, as "Trust 1" appears in the
preamble of the Lease Agreement filed as Exhibit 10.6.1, "Trust 2," "Trust 3,"
"Trust 4" and so on, respectively, appear in the preambles of the Lease
Agreement related to the remaining nine trusts.
The schedules and exhibits attached to the Lease Agreements are different with
respect to each Trust. However, because such schedules and exhibits are
voluminous, they have not been filed.
10.6.2 FIRST AMENDMENTS TO LEASE AGREEMENT
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The First Amendment to Lease Agreement, dated as of June 18, 1993, by and
between HCG and State Street, filed with this Registration Statement as Exhibit
10.6.2, amends the Lease Agreement filed as Exhibit 10.6.1. The Lease
Agreements relating to Trusts 2 through 10 are likewise amended by substantially
identical contracts. As with the original Lease Agreements, the only material
difference among such agreements is the trust referenced in each such agreement.
Accordingly, as "Trust 1" appears in "whereas" clauses 1 and 4 of the First
Amendment to Lease Agreement filed as Exhibit 10.6.2, "Trust 2," "Trust 3,"
"Trust 4" and so on, respectively, appear in whereas clauses 1 and 4 of the
Lease Agreement related to the remaining nine trusts.
