SPECTRUM AGREEMENT by and among TERRESTAR CORPORATION, TERRESTAR NETWORKS, INC., AND ECHOSTAR CORPORATIONSpectrum Agreement • February 8th, 2008 • Terrestar Corp • Communications services, nec • New York
This SPECTRUM AGREEMENT, dated as of February 5, 2008 (this “Spectrum Agreement”), is by and among TERRESTAR CORPORATION, a Delaware corporation (“TerreStar Parent”), TERRESTAR NETWORKS, INC. (“TerreStar”), a Delaware corporation and ECHOSTAR CORPORATION, a Nevada corporation (“EchoStar”).
MASTER INVESTMENT AGREEMENT by and among TERRESTAR CORPORATION, TERRESTAR NETWORKS INC., and HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. and HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.Master Investment Agreement • February 8th, 2008 • Terrestar Corp • Communications services, nec • New York
This MASTER INVESTMENT AGREEMENT, dated as of February 5, 2008 (this “Agreement”), is by and among TERRESTAR CORPORATION, a Delaware corporation (the “Parent”), TERRESTAR NETWORKS INC., a Delaware corporation (the “Company”), and HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., (“Harbinger Master Fund”), and HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, LP (“Harbinger Special Situations Fund”, and together with Harbinger Master Fund, “Harbinger,” or the “Purchaser”).
PURCHASE AGREEMENT by and among TERRESTAR CORPORATION, TERRESTAR NETWORKS INC. and [INSERT NAME OF PURCHASER]Purchase Agreement • February 8th, 2008 • Terrestar Corp • Communications services, nec • New York
This PURCHASE AGREEMENT, dated as of February [6], 2008 (this “Agreement”), is by and among TERRESTAR CORPORATION, a Delaware corporation (the “Parent”), TERRESTAR NETWORKS INC., a Delaware corporation (the “Company”), and the institutional investor listed on Schedule 1.01 hereto (“Purchaser”).
PURCHASE MONEY CREDIT AGREEMENT Dated as of February 5, 2008, among TERRESTAR NETWORKS INC., as Borrower, THE GUARANTORS PARTY HERETO, U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent, HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., as a Lender,...Purchase Money Credit Agreement • February 8th, 2008 • Terrestar Corp • Communications services, nec • New York
This PURCHASE MONEY CREDIT AGREEMENT dated as of February 5, 2008 (this “AGREEMENT”) is entered into among TERRESTAR NETWORKS INC., a Delaware corporation (the “BORROWER”), the guarantors party hereto from time to time, U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the lenders referred to below (in such capacity, the “COLLATERAL AGENT”), HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. (“HARBINGER”), HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (“HARBINGER SITUATIONS”), ECHOSTAR CORPORATION, (“ECHOSTAR”), and the other lenders party hereto from time to time (together with Harbinger, Harbinger Situations, EchoStar and their respective successors and assigns, collectively, the “LENDERS”).
SPECTRUM CONTRIBUTION AGREEMENT by and among TERRESTAR CORPORATION, HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.Spectrum Contribution Agreement • February 8th, 2008 • Terrestar Corp • Communications services, nec • New York
This SPECTRUM CONTRIBUTION AGREEMENT, dated as of February 5, 2008 (this “Agreement”), is by and among TERRESTAR CORPORATION, a Delaware corporation (the “Company”), HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., an exempted company organized under the laws of the Cayman Islands (“Harbinger Master”) and HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., a Delaware limited partnership (“Harbinger Special” and collectively with Harbinger Master, the “Purchaser”).
Registration Rights Agreement February 5, 2008Registration Rights Agreement • February 8th, 2008 • Terrestar Corp • Communications services, nec • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of February 5, 2008, by and among TerreStar Corporation, a Delaware corporation (the “Company”), EchoStar Corporation, a Nevada corporation (“EchoStar”), Harbinger Capital Partners Master Fund I, Ltd., and Harbinger Capital Partners Special Situations Fund, L.P. (collectively, the “Harbinger Funds” and together with EchoStar and the other purchasers of the Notes who become a party to this Agreement by signing a counterpart signature page to this Agreement on or prior to February 8, 2008, the “Investors”) pursuant to the Master Investment Agreement, dated of even date herewith, by and among the Company, TerreStar Networks Inc., a Delaware corporation (“TerreStar”) and EchoStar (the “EchoStar Master Investment Agreement”), and the Master Investment Agreement, dated of even date herewith, by and among the Company, TerreStar and the Harbinger Funds (the “Harbinger Master Investment Agreement” and together with
FIRST SUPPLEMENTAL INDENTURE Dated as of February 7, 2008 among TERRESTAR NETWORKS INC. The Guarantors Party Hereto and as TrusteeSupplemental Indenture • February 8th, 2008 • Terrestar Corp • Communications services, nec • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of February 7, 2008, among TERRESTAR NETWORKS INC., a Delaware corporation (the “Issuer”), the existing Guarantors party hereto (the “Existing Guarantors”), TERRESTAR NATIONAL SERVICES, INC., a Delaware corporation (“Terrestar National”), TERRESTAR LICENSE INC., a Delaware corporation (“Terrestar License”, together with Terrestar National, collectively, the “Additional Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
