REGISTRATION RIGHTS AGREEMENT by and among Stratos Global Corporation and the Guarantors listed on Schedule A hereto and RBC Capital Markets Corporation Banc of America Securities LLC CIBC World Markets Corp. Scotia Capital (USA) Inc. Dated as of...Registration Rights Agreement • September 18th, 2006 • Stratos Funding, LP • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 13, 2006, by and among Stratos Global Corporation, a Canadian corporation (the “Company”), the Guarantors (collectively, the “Guarantors”), and RBC Capital Markets Corporation, Banc of America Securities LLC, CIBC World Markets Corp. and Scotia Capital (USA) Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 97/8% Senior Notes due 2013 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
STRATOS GLOBAL CORPORATION 97/8% SENIOR NOTES DUE FEBRUARY 15, 2013 INDENTURE Dated as of February 13, 2006 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as TrusteeIndenture • September 18th, 2006 • Stratos Funding, LP • New York
beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
INMARSAT LTD and STRATOS WIRELESS, INC. LEASE SERVICES PROVIDER AGREEMENTLease Services Provider Agreement • September 18th, 2006 • Stratos Funding, LP • England
Inmarsat Ltd, a company incorporated under the laws of England and Wales with registered number 3675885 whose registered office is at 99 City Road, London, EC1Y 1AX, United Kingdom (the “Company”); and
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 18th, 2006 • Stratos Funding, LP
THIS AGREEMENT dated as of September 11, 2003 is made between STRATOS GLOBAL CORPORATION, a company incorporated under the laws of Canada and having its head office at Harvey Road, St. John’s, Newfoundland (the “Company”) and JIM PARM of Gaithersburg, Maryland.
AGREEMENT OF LIMITED PARTNERSHIP OF STRATOS FUNDING LPStratos Funding, LP • September 18th, 2006 • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) is entered into and shall be effective as of November 17, 2004, by and between Stratos Global Corporation, a corporation incorporated under the laws of Canada (“SGC”), as a General Partner, and Stratos Wireless Inc., a corporation incorporated under the laws of Canada (“SWI”), as a Limited Partner, pursuant to the provisions of the Delaware Limited Partnership Act. Unless otherwise defined elsewhere in the Agreement, all capitalized terms shall have the meanings assigned to them in Section 1.8 below.
STRATOS GLOBAL CORPORATION - and- STRATOS FUNDING LP as Borrowers - and- THE FINANCIAL INSTITUTIONS PARTY HERETO as Lenders - and - ROYAL BANK OF CANADA as Agent - and- RBC CAPITAL MARKETS AND BANC OF AMERICA SECURITIES LLC as Lead Arrangers and Joint...Credit Agreement • September 18th, 2006 • Stratos Funding, LP • Ontario
Second Amended and Restated Credit Agreement dated as of February 13, 2006, among Stratos Global Corporation and Stratos Funding LP, as borrowers, the financial institutions that are listed on the signature pages hereto, as Lenders, Royal Bank of Canada, as Agent, RBC Capital Markets and Banc of America Securities LLC, as Lead Arrangers and Joint Bookrunners, Bank of America, N.A., as Syndication Agent.
INMARSAT VENTURES LTD INMARSAT LTD and STRATOS WIRELESS, INC. LAND EARTH STATION OPERATOR AGREEMENT Agreement for the provision of Services by the LESO via the Company’s Space SegmentAgreement • September 18th, 2006 • Stratos Funding, LP • England
INMARSAT VENTURES LTD a limited liability company incorporated under the laws of England and Wales with registered number 3674573 whose registered office is at 99 City Road, London EC1Y 1AX, United Kingdom, (the Parent);
CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH “[***]” SPA draft forming part of Appendix A to the offer letter of Stratos dated 3 August 2005Stratos Funding, LP • September 18th, 2006
LIMITED LIABILITY COMPANY AGREEMENT STRATOS FINANCING LUX, L.L.C. As of December _, 2000Limited Liability Company Agreement • September 18th, 2006 • Stratos Funding, LP • Delaware
This Limited Liability Company Agreement (this “Agreement”) is entered into as of this ______st day of December, 2000, by Stratos Global Corporation, a company with limited liability organized and existing under the laws of Canada (“SGC”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 18th, 2006 • Stratos Funding, LP • Maryland
THIS AGREEMENT dated as of August 9, 2004 is made between STRATOS GLOBAL CORPORATION, a company incorporated under the laws of Canada and having its head office at Harvey Road, St. John’s, Newfoundland (the “Company”) and Richard Harris (the “Executive”).
COMMERCIAL FRAMEWORK AGREEMENTFramework Agreement • September 18th, 2006 • Stratos Funding, LP • England and Wales
LIMITED LIABILITY AGREEMENT Stratos Financial, L.L.C. As of April 7, 2000Limited Liability Company Agreement • September 18th, 2006 • Stratos Funding, LP • Delaware
This Limited Liability Company Agreement (this “Agreement”) is entered into as of this 6th day of April, 2000, by Stratos Finance Company, a Nova Scotia unlimited liability company (“SFC”)
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 18th, 2006 • Stratos Funding, LP • Maryland
THIS AGREEMENT dated as of May 10, 2004 is made between STRATOS GLOBAL CORPORATION, a company incorporated under the laws of Canada and having its head office at Harvey Road, St. John’s, Newfound and (the “Company”) and AL GIAMMARINO (the “Executive”) of 10410 Van Patten Lane, Great Falls, Virginia.
LIMITED LIABILITY COMPANY AGREEMENT Stratos Mobile Networks (USA), L.L.C. As of June 27th 2002Limited Liability Company Agreement • September 18th, 2006 • Stratos Funding, LP • Delaware
This Limited Liability Company Agreement (this “Agreement”) is entered into as of this 27th day of June, 2002, by the undersigned (the “Member”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 18th, 2006 • Stratos Funding, LP • Maryland
THIS AGREEMENT dated as of July 15, 2004 is made between STRATOS GLOBAL CORPORATION, a company incorporated under the laws of Canada and having its head office at Harvey Road, St. John’s, Newfound and (the “Company”) and JOHN PRENTICE of 407 Longhorn Crescent, Rockville, Maryland.
LIMITED LIABILITY COMPANY AGREEMENT FOR STRATOS FUNDING LLC NOVEMBER 17, 2004Limited Liability Company Agreement • September 18th, 2006 • Stratos Funding, LP • Delaware
This Limited Liability Company Agreement is entered into as of November 17, 2004, by Stratos Funding LP, a limited partnership organized and existing under the laws of Delaware (“Stratos LP”).
