RESTRUCTURING AND EXCHANGE AGREEMENT August 31, 2007Restructuring and Exchange Agreement • August 31st, 2007 • Spacehab Inc \Wa\ • Guided missiles & space vehicles & parts • New York
This Restructuring and Exchange Agreement (this “Restructuring Agreement”), dated as of August 31, 2007, is entered into by and among Spacehab, Incorporated, a Washington corporation (“Spacehab”), the undersigned holders of Spacehab’s 5.5% senior convertible notes due October 2010 (“Senior Notes”) (each such noteholder being a “Senior Noteholder Party” and all holders of the Senior Notes being “Senior Noteholders”), the undersigned holders of Spacehab’s 8% subordinated convertible notes due 2007 (“Junior Notes”) and together with the Senior Notes, the “Notes”) (each such noteholder being a “Junior Noteholder Party” and all holders of the Junior Notes being “Junior Noteholders”), Astrium GmbH (“Astrium”) who beneficially owns 1,333,334 shares of the preferred stock of Spacehab (the “Existing Preferred Stock” and together with the Notes, the “Existing Securities”) (such equity holder being an “Equity Holder”). The undersigned parties and any subsequent entity or individual, as applicable
Letter Agreement August , 2007Letter Agreement • August 31st, 2007 • Spacehab Inc \Wa\ • Guided missiles & space vehicles & parts • New York
This preemptive right shall not apply to: (i) securities of Spacehab issued or sold pursuant to the agreements or convertible notes set forth on Exhibit A; (ii) securities issued upon the exchange of the convertible notes that are outstanding on the date hereof; (iii) the issuance of capital stock or warrants, options or other rights to acquire capital stock currently outstanding or that may hereafter be granted by Spacehab to any officer, employee, consultant or director under any existing or future option plan, incentive plan or other benefit plan of Spacehab or under any option, warrant or other right to acquire capital stock that is or has been approved by the shareholders of Spacehab; (iv) securities of Spacehab issued in connection with the acquisition of assets or the equity interests of any entity owning such assets; or (v) with respect to a merger, plan of exchange or other combination involving Spacehab that requires the approval of the shareholders of Spacehab and with respe
FIRST SUPPLEMENTAL INDENTURE to Indenture, dated as of November 22, 2005 SPACEHAB, INCORPORATED, as Issuer, and as Trustee 5-1/2% Senior Convertible Notes due 2010 Dated as of , 2007First Supplemental Indenture • August 31st, 2007 • Spacehab Inc \Wa\ • Guided missiles & space vehicles & parts • New York
FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of , 2007, is by and between SPACEHAB, INCORPORATED, a corporation organized and existing under the laws of the State of Washington (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
