Orion Newco Services Inc Sample Contracts

Loral Orion Inc – APSTAR V CONDOSAT AGREEMENT (March 31st, 2003)

EXECUTION COPY -------------------------------------------- APSTAR V CONDOSAT AGREEMENT -------------------------------------------- between APT SATELLITE COMPANY LIMITED and LORAL ORION, INC. EXECUTION COPY APSTAR V CONDOSAT AGREEMENT INDEX Page ---- ARTICLE 1. INTERPRETATION...................

Loral Cyberstar Inc – CERTIFICATE OF INCORPORATION (January 10th, 2002)

Exhibit 99.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF LORAL CYBERSTAR, INC. Loral CyberStar, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation") does hereby certify that: The amendment to the Certificate of Incorporation of the Corporation set forth below has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware: 1. The Certificate of Incorporation of the Corporation is hereby amended by striking Paragraph 1 in its entirety and inserting in lieu thereof the following: "1. The name of the corporation (th

Loral Cyberstar Inc – SUBORDINATED GUARANTY (January 7th, 2002)

EXHIBIT 99.4 LORAL SPACE & COMMUNICATIONS LTD. SUBORDINATED GUARANTY This SUBORDINATED GUARANTY dated as of December 21, 2001 (this "Guaranty" or this "Agreement"), is made by LORAL SPACE & COMMUNICATIONS LTD., a Bermuda company (the "Loral Space" or the "Guarantor"), in favor of the Holders (as defined below) from time to time of the Subordinated Notes (as defined below). RECITALS WHEREAS, pursuant to the Indenture dated as of December 21, 2001 (as modified, supplemented or amended from time to time, the "Indenture"), among the Trustee, Loral Cyberstar, Inc., a Delaware corporation (the "Company") and the Subsidiary Guarantors party from time to time thereto, the Company will issue up to $675,000,000 aggregate principal amount of its 10% Senior Notes due 2006 (such notes, together with any notes issued in exchange

Loral Cyberstar Inc – TIA SECTIONS INDENTURE SECTIONS ------------ -------------------- sec.310(a)(1)............................................... 7.10 (a)(2)................................................. 7.10 (b).................................................... 7.03; 7.08 sec.311(a).................................................. 7.03 (b).................................................... 7.03 sec.312(a).................................................. 2.03 sec.313(a).................................................. 7.06 (c).................................................... 7.05; 7.06; 11.02 (d).... (January 7th, 2002)

EXHIBIT 99.5 EXECUTION COPY LORAL CYBERSTAR, INC., AS ISSUER, LORAL ASIA PACIFIC SATELLITE (HK) LIMITED AS SUBSIDIARY GUARANTOR AND BANKERS TRUST COMPANY, AS TRUSTEE ------------------------ SENIOR NOTES INDENTURE DATED AS OF DECEMBER 21, 2001 ------------------------ 10% SENIOR NOTES DUE 2006 CROSS-REFERENCE TABLE

Loral Cyberstar Inc – Re: Termination of Credit Agreement Obligations (January 7th, 2002)

Exhibit 99.2 December 17, 2001 Loral CyberStar, Inc. 2440 Research Boulevard, Suite 400 Rockville, Maryland 20850 Re: Termination of Credit Agreement Obligations ------------------------------------------- Ladies and Gentlemen: Reference is made to the Terminable At Will Demand Line of Credit, dated as of January 1, 1999 (the "Credit Agreement") by and between Loral CyberStar, Inc. and Loral Space & Communications Corporation and assigned to Loral SpaceCom Corporation ("Loral SpaceCom") pursuant to the Assignment and Acceptance, effective as of September 30, 2000. Loral SpaceCom hereby terminates any further obligation to make additional advances under the Credit Agreement. Very truly yours, LORAL SPACECOM CORPORATION By: /s/ Janet T. Yeung -------------------------- Name: Janet T. Yeung Title: Vice President and Assistant Secretary AGREED AND ACCEPTED BY: LORAL CYBERSTA

Loral Cyberstar Inc – TRANSFER OF DATA SERVICES EXCHANGE OF BUSINESS SENIOR NOTES PRO FORMA PRO FORMA PRO FORMA AS REPORTED ADJUSTMENTS(1) SUBTOTAL ADJUSTMENTS AS ADJUSTED(2) ----------- -------------- -------- ------------ -------------- Revenues......................... $146,148 $(48,767)(3) $ 97,381 $ -- $ 97,381 Operating expenses: Direct......................... 41,375 (30,027) 11,348 -- 11,348 Sales and marketing............ 15,443 (11,968) 3,475 -- 3,475 Engineering and technical services.................... 9,202 (9,202) -- -- -- General and administrative..... 15,079 (11,936) 3,143 -- 3,143 Depreciation an (January 7th, 2002)

EXHIBIT 99.10 LORAL CYBERSTAR UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS The following unaudited consolidated pro forma financial statements present the effects of the exchange offer (based on the approximately 91% of the aggregate principal amount outstanding of the Senior Notes and Senior Discount Notes that were exchanged for New Notes), the transfer of CyberStar's data services business to Dataco, the cancellation of the existing $79.7 million note payable to SpaceCom and the issuance of a new $29.7 million subordinated note payable to SpaceCom, as if such transactions occurred as of the beginning of the respective periods for the unaudited consolidated pro forma statements of operations and other data and as if such transactions occurred as of September 30, 2001 for the unaudited consolidated pro forma balance sheet. Under U.S. generally accepted accounting principles applicable to debt restructurings, we will record the New Notes for financial reporting purposes at a c

Loral Cyberstar Inc – 10% SUBORDINATED NOTE DUE 2006 (January 7th, 2002)

EXHIBIT 99.3 THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. EACH HOLDER OF THIS SECURITY SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS SECURITY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THIS SECURITY TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 10% SUBORDINATED NOTE DUE 2006 $29,700,000

Loral Cyberstar Inc – GUARANTY (January 7th, 2002)

EXHIBIT 99.9 LORAL SPACE & COMMUNICATIONS LTD. GUARANTY This GUARANTY dated as of December 21, 2001 (this "Guaranty" or this "Agreement")), is made by LORAL SPACE & COMMUNICATIONS LTD., a Bermuda company (the "Loral Space" or the "Guarantor"), in favor of BANKERS TRUST COMPANY, a New York banking corporation, as trustee under the indenture referred to below (including any successor trustee under the Indenture referred to below, the "Trustee") for the benefit of the Trustee and the holders from time to time of the Notes (as defined below). RECITALS WHEREAS, pursuant to the Indenture dated as of December 21, 2001 (the "Indenture"), among the Trustee, Loral Cyberstar, Inc., a Delaware corporation (the "Company") and the Subsidiary Guarantors party from time to time thereto, the Company will issue up to $675,000,

Loral Cyberstar Inc – WARRANT AGREEMENT (January 7th, 2002)

Exhibit 99.6 LORAL SPACE & COMMUNICATIONS LTD. and THE BANK OF NEW YORK, as Warrant Agent WARRANT AGREEMENT Dated as of December 21, 2001 WARRANT AGREEMENT TABLE OF CONTENTS Page SECTION 1. Appointment of Warrant Agent.................................................................. 1 SECTION 2. Warrant Certificates.......................................................................... 1 SECTION 3. Execution of Warrant Certificates......................

Loral Cyberstar Inc – ASSET PURCHASE AGREEMENT (January 7th, 2002)

Exhibit 99.1 ================================================================================ LORAL CYBERSTAR, INC. AND LORAL CYBERSTAR DATA SERVICES CORPORATION ------------------------------------------------- ASSET PURCHASE AGREEMENT ------------------------------------------------- for the purchase and sale of the assets of Loral CyberStar, Inc.'s DATA SERVICES BUSINESS ------------------------------------------------- Dated as of December 21, 2001 ------------------------------------------------- ====================================

Loral Cyberstar Inc – TIA SECTIONS INDENTURE SECTIONS ------------ -------------------- sec.310(a)(1)............................................... 7.10 (a)(2)................................................. 7.10 (b).................................................... 7.03; 7.08 sec.311(a).................................................. 7.03 (b).................................................... 7.03 sec.312(a).................................................. 2.03 sec.313(a).................................................. 7.06 (c).................................................... 7.05; 7.06; 11.02 (d).... (December 18th, 2001)

EXHIBIT 99.1 LORAL CYBERSTAR, INC., AS ISSUER, LORAL ASIA PACIFIC SATELLITE (HK) LIMITED AS SUBSIDIARY GUARANTOR AND BANKERS TRUST COMPANY, AS TRUSTEE ------------------------ SENIOR NOTES INDENTURE DATED AS OF DECEMBER [ ], 2001 ------------------------ 10% SENIOR NOTES DUE 2006 CROSS-REFERENCE TABLE

Loral Cyberstar Inc – 10% SUBORDINATED NOTE DUE 2006 (December 14th, 2001)

EXHIBIT 99.3 THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. EACH HOLDER OF THIS SECURITY SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS SECURITY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THIS SECURITY TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 10% SUBORDINATED NOTE DUE 2006 $29,700,000

Loral Cyberstar Inc – TIA SECTIONS INDENTURE SECTIONS ------------ -------------------- sec.310(a)(1)............................................... 7.10 (a)(2)................................................. 7.10 (b).................................................... 7.03; 7.08 sec.311(a).................................................. 7.03 (b).................................................... 7.03 sec.312(a).................................................. 2.03 sec.313(a).................................................. 7.06 (c).................................................... 7.05; 7.06; 11.02 (d).... (December 14th, 2001)

EXHIBIT 99.1 LORAL CYBERSTAR, INC., AS ISSUER, LORAL ASIA PACIFIC SATELLITE (HK) LIMITED, LORAL CYBERSTAR HOLDINGS, L.L.C., AND LORAL CYBERSTAR INTERNATIONAL, INC., AS SUBSIDIARY GUARANTORS AND BANKERS TRUST COMPANY, AS TRUSTEE ------------------------ SENIOR NOTES INDENTURE DATED AS OF DECEMBER [ ], 2001 ------------------------ 10% SENIOR NOTES DUE 2006 CROSS-REFERENCE TABLE

Loral Cyberstar Inc – GUARANTY (December 14th, 2001)

EXHIBIT 99.2 LORAL SPACE & COMMUNICATIONS LTD. GUARANTY This GUARANTY dated as of December , 2001 (this "Guaranty" or this "Agreement")), is made by LORAL SPACE & COMMUNICATIONS LTD., a Bermuda company (the "Loral Space" or the "Guarantor"), in favor of BANKERS TRUST COMPANY, a New York banking corporation, as trustee under the indenture referred to below (including any successor trustee under the Indenture referred to below, the "Trustee") for the benefit of the Trustee and the holders from time to time of the Notes (as defined below). RECITALS WHEREAS, pursuant to the Indenture dated as of December , 2001 (the "Indenture"), among the Trustee, Loral Cyberstar, Inc., a Delaware corporation (the "Company") and the Subsidiary Guarantors party from time to time thereto, the Company will issue up to $675,000,

Loral Cyberstar Inc – SUBORDINATED GUARANTY (December 14th, 2001)

EXHIBIT 99.4 LORAL SPACE & COMMUNICATIONS LTD. SUBORDINATED GUARANTY This SUBORDINATED GUARANTY dated as of December , 2001 (this "Guaranty" or this "Agreement"), is made by LORAL SPACE & COMMUNICATIONS LTD., a Bermuda company (the "Loral Space" or the "Guarantor"), in favor of the Holders (as defined below) from time to time of the Subordinated Notes (as defined below). RECITALS WHEREAS, pursuant to the Indenture dated as of December , 2001 (as modified, supplemented or amended from time to time, the "Indenture"), among the Trustee, Loral Cyberstar, Inc., a Delaware corporation (the "Company") and the Subsidiary Guarantors party from time to time thereto, the Company will issue up to $675,000,000 aggregate principal amount of its 10% Senior Notes due 2006 (such notes, together with any notes issued in exchange

Loral Cyberstar Inc – AGREEMENT (October 26th, 2001)

EXECUTION AGREEMENT This agreement (this "Agreement") is made and entered into as of October 15, 2001, by and among Loral Cyberstar, Inc. (formerly Orion Network Systems, Inc.) (the "Company"), Loral Space & Communications Ltd. ("Loral Ltd."), Loral SpaceCom Corporation ("LSC", and the Company, Loral Ltd. and LSC being referred to as the "Loral Entities"), and certain holders of the Company's 11 1/4% Senior Notes due 2007 (the "Senior Notes") and the Company's 12 1/2% Senior Discount Notes due 2007 (the "Senior Discount Notes", and together with the Senior Notes, the "Existing Notes") which holders are signatories hereto from time to time (each individually a "Consenting Holder", and collectively the "Consenting Holders"). RECITALS WHEREAS, LSC is a wholly owned indirect subsidiary of Loral Ltd. and is the holder of a demand no

Loral Cyberstar Inc – CERTIFICATE OF INCORPORATION (December 2nd, 1999)

1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF LORAL ORION, INC. Loral Orion, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation") does hereby certify that: The amendment to the Certificate of Incorporation of the Corporation set forth below has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware: 1. The Certificate of Incorporation of the Corporation is hereby amended by striking Paragraph 1 in its entirety and inserting in lieu thereof the following: "1. The name of the corporation (the "Corporation") is: Loral CyberStar, Inc.

Loral Orion Inc – LEASE AGREEMENT (August 23rd, 1999)

1 Exhibit 10.1 EXECUTION COPY DATED August 18, 1999 LEASE AGREEMENT by and between LORAL ASIA PACIFIC SATELLITE (HK) LIMITED and APT SATELLITE COMPANY LIMITED 2 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS.................................1 ARTICLE II APSTAR IIR ASSETS...................................7 Section 2.1. Lease of Satellite..................................7 Section 2.2. Assignment..........................................7 Section 2.3. License of In

Orion Network Systems Inc/New/ – AGREEMENT BETWEEN (April 2nd, 1999)

EXHIBIT 10.19 AGREEMENT BETWEEN LORAL ORION SERVICES, INC. AND LORAL SPACECOM CORPORATION CONCERNING PROFESSIONAL SERVICES This Agreement shall become effective on the date of its final signature by and between Loral Orion Services, Inc., a corporation organized and existing under the laws of the State of Delaware and having its primary place of business at 2440 Research Boulevard, Suite 400, Rockville, MD 20850 (hereinafter referred to as "LORAL ORION" which expression shall include its successors and permitted assigns) and Loral SpaceCom Corporation, a corporation organized and existing under the laws of the State of Delaware doing business as Loral Skynet(R) 1 and having a place of business at 500 Hills Drive, Bedminster, New Jers

Orion Network Systems Inc/New/ – CONTRACT (April 2nd, 1999)

EXHIBIT 10.17 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. The portions of this Exhibit for which confidential treatment has been requested are marked by bracket ([ ]). In addition, an asterisk ( * ) appears in the right hand margin of each paragraph in which confidential treatment is included. ORION-Z SPACECRAFT PURCHASE CONTRACT BY AND BETWEEN LORAL ORION NETWORK SERVICES, INC. AND SPACE SYSTEMS/LORAL, INC. CONTRACT NO. SS/L-TP98024 PROPRIETARY NOTICE THIS CONTRACT AND THE INFORMATION CONTAINED HEREIN IS PROPRIETARY TO LORAL ORION NE

Orion Network Systems Inc/New/ – AGREEMENT BETWEEN (April 2nd, 1999)

EXHIBIT 10.18 AGREEMENT BETWEEN LORAL ORION SERVICES, INC. AND LORAL SPACECOM CORPORATION CONCERNING PROFESSIONAL SERVICES This Agreement shall become effective on the date of its final signature by and between Loral Orion Services, Inc., a corporation organized and existing under the laws of the State of Delaware and having its primary place of business at 2440 Research Boulevard, Suite 400, Rockville, MD 20850 (hereinafter referred to as "LORAL ORION" which expression shall include its successors and permitted assigns) and Loral SpaceCom Corporation, a corporation organized and existing under the laws of the State of Delaware doing business as Loral Skynet(R) 2 and having a place of business at 500 Hills Drive, Bedminster, New Jerse

Orion Network Systems Inc/New/ – RESTATED DEFINITIVE AGREEMENT BETWEEN (April 2nd, 1999)

EXHIBIT 10.12 Execution Copy RESTATED DEFINITIVE AGREEMENT BETWEEN LORAL ORION, INC. (FORMERLY ORION NETWORK SYSTEMS, INC.) AND THE REPUBLIC OF THE MARSHALL ISLANDS This restated agreement is made this ____ day of October, 1998 (the "Effective Date"), by and between Loral Orion, Inc., a Delaware Corporation, hereinafter referred to as "LORAL ORION" and formerly known as Orion Network Systems, Inc. ("ONS"), and the Republic of the Marshall Islands, through the Ministry of Transportation and Communications, hereinafter referred to as the "RMI." WITNESSETH WHEREAS, the RMI and Asia Pacific Space and Communications, Ltd. ("APSC") entered into a Definitive Agreement dated April 26, 1990 (the "Definitive Agreement");

Orion Network Systems Inc/New/ – PRINCIPAL STOCKHOLDER AGREEMENT (October 9th, 1997)

PRINCIPAL STOCKHOLDER AGREEMENT THIS PRINCIPAL STOCKHOLDER AGREEMENT, dated as of October 7th, 1997 (this "Agreement") among Loral Space & Communications Ltd., a Bermuda company ("Acquiror"), Loral Satellite Corporation, a Delaware corporation, a wholly owned subsidiary of Acquiror ("Sub"), Orion Network Systems, Inc., a Delaware corporation ("Company"), and each other person and entity listed on the signature pages hereof (each, a "Stockholder"). WHEREAS, as of the date hereof, each Stockholder holds of record or beneficially owns the number of shares of common stock, $.01 par value (the "Common Stock") of the Company set forth opposite such Stockholder's name on Exhibit A; WHEREAS, as of the date hereof, certain Stockholders also hold of record or beneficially own the number of shares of the Company's Series A 8% Cumulative Redeemable Convertible Preferred Stock ("Series A Shares"), Ser

Orion Network Systems Inc/New/ – AGREEMENT AND PLAN OF MERGER (October 9th, 1997)

AGREEMENT AND PLAN OF MERGER BY AND AMONG ORION NETWORK SYSTEMS, INC. LORAL SPACE & COMMUNICATIONS LTD. AND LORAL SATELLITE CORPORATION DATED AS OF OCTOBER 7, 1997 TABLE OF CONTENTS THE MERGER ARTICLE I. THE MERGER Page ---- SECTION 1.1. The Merger........................................................1 SECTION 1.2. Effective Time....................................................1 SECTION 1.3. Effect of the Merger..............................................2 SECTION 1.4. Certificate of Incorporation; Bylaws..............................2 SECTION 1.5. Direct

Orion Network Systems Inc/New/ – JOINT INVESTMENT AGREEMENT BETWEEN (August 13th, 1997)

COMMERCIAL-IN-CONFIDENCE AMENDMENT NO. 1 TO THE JOINT INVESTMENT AGREEMENT BETWEEN ORION ASIA PACIFIC CORP. AND DACOM CORP. This Amendment No. 1 to the Joint Investment Agreement (the "Amendment") effective as of July ___, 1997, by and between Orion Asia Pacific Corp., a corporation organized and existing under the laws of Delaware, U.S.A. ("Orion") and DACOM CORP., a corporation organized and existing under the laws of the Republic of Korea ("DACOM"). W I T N E S S E T H: WHEREAS, the Parties have entered into a Joint Investment Agreement dated November 11, 1996 (the "Agreement"), for Orion's provision to DACOM of a payload on Orion 3 consisting of eight (8) 36 Mhz Ku-band transponders and three (3) spare transponders which will cover the Korean Peninsula; and WHEREAS, a satellite manufacturing contract f

Orion Network Systems Inc/New/ – 1997 STOCK OPTION PLAN (July 30th, 1997)

EXHIBIT 4.4 ----------- ORION NETWORK SYSTEMS, INC. 1997 STOCK OPTION PLAN TABLE OF CONTENTS PAGE 1. PURPOSE.............................................................1 2. DEFINITIONS.........................................................1 3. ADMINISTRATION......................................................3 3.1. Committee....................................................3 3.2. No Liability.................................................3 4. STOCK...............................................................3 5. ELIGIBILITY.........................................................4 6. EFFECTIVE DATE AND TERM.............................................4

Orion Newco Services Inc – PURCHASE CONTRACT (March 31st, 1997)

COMMERCIAL-IN-CONFIDENCE ORION 2 SPACECRAFT PURCHASE CONTRACT --------------------------------------------------------------------- ORION 2 SPACECRAFT PURCHASE CONTRACT PART 1(A) ORION 2 PRICING, TERMS AND CONDITIONS --------------------------------------------------------------------- TABLE OF CONTENTS WHEREAS........................................................................1 DEFINITIONS....................................................................1 1. ORION 2 CONTRACT...........................................................11 2. ENTIRE AGREEMENT, EFFECTIVE DATE...........................................12 3. SCOPE OF THE WORK..........................................................12 4. RESER

Orion Newco Services Inc – OPTION AGREEMENT (March 31st, 1997)

AMENDED AND RESTATED OPTION AGREEMENT FOR PURCHASE OF ORION 2 SPACECRAFT This Option Agreement ("Agreement"), dated January 29, 1997 ("Effective Date") by and between International Private Satellite Partners, L.P., d/b/a Orion Atlantic, L.P., a Delaware limited partnership with its principal offices located at 2440 Research Boulevard, Rockville, Maryland 20850, U.S.A. ("ORION"), and Matra Marconi Space UK Limited, a company organized and existing under the laws of England and Wales with its registered office at The Grove, Warren Lane, Stanmore, Middlesex, HA7 4LY, England ("MMS"), WHEREAS, ORION desires to purchase from MMS, and MMS desires to sell to ORION, an option to purchase a communications satellite ("ORION 2 Spacecraft") designed, developed, built and delivered in orbit on an Atlas IIAS launch vehicle with th

Orion Newco Services Inc – PRESS RELEASE (February 14th, 1997)

EXHIBIT 99 ORION NETWORK SYSTEMS, INC. PRESS RELEASE AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD William T. Randall Marianne Stewart - General Info (212) 661-8030 V.P. Investor Relations Jordan Darrow - Analyst (212) 661-8030 (301) 258-3225 Wendy Shapiro - Media (212) 661-8030 FOR IMMEDIATE RELEASE February 3, 1997 ORION NETWORK SYSTEMS CLOSES $710 MILLION BOND OFFERING Market Demand Doubles Size of Initial Filing Orion Network Systems, Inc. (NASDAQ: ONSI) announced today that it closed, on January 31, 1997, a public bond offering of $710 million that, because of strong market demand, was more than double the amount requested in the Company's initial filing. Net proceeds to the Company, after provision for certain pre-funde

Orion Newco Services Inc – DEBENTURE PURCHASE AGREEMENT (February 14th, 1997)

EXHIBIT 10.4 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ORION NETWORK SYSTEMS, INC. $60,000,000 Convertible Junior Subordinated Debentures Due February 1, 2012 (Interest Payable in Common Stock) ----------------------------- DEBENTURE PURCHASE AGREEMENT ----------------------------- Dated as of January 13, 1997 Amended as of January 31, 1997 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Table of Contents

Orion Newco Services Inc – PURCHASE CONTRACT (January 15th, 1997)

[The portions of this Exhibit for which confidential treatment has been requested are marked by brackets ([ ]). In addition, an asterisk (*) appears in the right hand margin of each paragraph in which confidential information is included.] COMMERCIAL-IN-CONFIDENCE -------------------------------------------------------------------------------- ORION 2 SPACECRAFT PURCHASE CONTRACT -------------------------------------------------------------------------------- COMMERCIAL-IN-CONFIDENCE TABLE OF CONTENTS WHEREAS...................................................................1 DEFINITIONS...............................................................1 1. ORION 2 CONTRACT......................................................11 2. ENTIRE AGREEMENT................

Orion Newco Services Inc – OPTION AGREEMENT (January 14th, 1997)

The portions of this Exhibit for which confidential treatment has been requested are marked by brackets ([ ]). In addition, an asterisk (*) appears in the right hand margin of each paragraph in which confidential information is included. OPTION AGREEMENT FOR PURCHASE OF ORION 2 SPACECRAFT This Option Agreement ("Agreement") is made this 10th day of December 1996 ("Effective Date") by and between International Private Satellite Partners, L.P., d/b/a Orion Atlantic, L.P., a Delaware limited partnership with its principal offices located at 2440 Research Boulevard, Rockville, Maryland 20850, U.S.A. ("ORION"), and Matra Marconi Space UK Limited, a company organized and existing under the laws of England and Wales with its registered office at The Grove, Warren Lane, Stanmore, Middlesex, HA7 4LY, England ("MMS"). WHEREAS, ORION desires to purchase from M

Orion Newco Services Inc – REGISTRATION RIGHTS AGREEMENT (January 14th, 1997)

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of __________, 1997, between and among Orion Newco Services, Inc., a Delaware corporation (the "Company"), British Aerospace Holdings, Inc., a Delaware corporation ("BAe"), and Matra Marconi Space UK Limited, a company organized under the laws of England and Wales ("Matra") (together, the "Purchasers"). WHEREAS, the Company proposes to issue and sell to the Purchasers $60,000,000 aggregate principal amount of its Convertible Junior Subordinated Debentures Due February 1, 2012 (Interest Payable in Common Stock) (the "Debentures"), pursuant to the terms of a Debenture Purchase Agreement, dated as of January , 1997 (the "Debenture Purchase Agreement"); WHEREAS, as a condition to the Purchasers' obl

Orion Newco Services Inc – JOINT INVESTMENT AGREEMENT (January 14th, 1997)

The portions of this Exhibit for which confidential treatment has been requested are marked by brackets ([ ]). In addition, an asterisk (*) appears in the right hand margin of each paragraph in which confidential information is included. JOINT INVESTMENT AGREEMENT BETWEEN ORION ASIA PACIFIC CORP. AND DACOM CORP. DATED: NOVEMBER 11, 1996 TABLE OF CONTENTS PAGE ------- ARTICLE 1. DEFINITIONS .................................................. 1 ARTICLE 2. ACQUISITION OF TRANSPONDER CAPACITY .......................... 4 2.1. Transponders ..................................................... 4 2.

Orion Newco Services Inc – NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (January 14th, 1997)

Exhibit 1 ORION NETWORK SYSTEMS, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN ORION NETWORK SYSTEMS, INC., a Delaware corporation (the "Corporation"), sets forth herein the terms of the Non-Employee Director Stock Option Plan (the "Plan") as follows: 1. PURPOSE 1.1 The Plan is intended to attract and retain the best possible members of the Board and to provide additional incentives to those directors to promote the success of the Corporation. The Plan provides Eligible Directors an opportunity to purchase shares of the Stock pursuant to Options. No stock option granted under the Plan is intended to be an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, or the corresponding provision of any subsequently enacted tax statute, as amend