Orionnet Finance Corp Sample Contracts

Orionnet Finance Corp – ORION 3 SPACECRAFT PURCHASE CONTRACT (January 28th, 1997)

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 brackets([ ]). In addition, an asterisk (*) appears in the right hand margin of each paragraph in which confidential information is included. ORION 3 SPACECRAFT PURCHASE CONTRACT BY AND AMONG HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. AND ORION ASIA PACIFIC CORPORATION AND ORION NETWORK SYSTEMS, INC. Hughes Contract Number: Orion 3/001/97 PROPRIETARY NOTICE ------------------ The information contained in the Co

Orionnet Finance Corp – CERTIFICATE OF INCORPORATION (January 27th, 1997)

CERTIFICATE OF INCORPORATION OF ORION ASIA PACIFIC CORPORATION FIRST: The name of the Corporation is Orion Asia Pacific Corporation (hereinafter called the "Corporation"). SECOND: The registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the Corporation's registered agent at said address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful acts or activities for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, all of one class, having a par value of $.01 per share.

Orionnet Finance Corp – STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 (January 27th, 1997)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ___________ ------------------------------ BANKERS TRUST COMPANY (Exact name of trustee as specified in its charter) NEW YORK 13-4941247 (Jurisdiction of Incorporation or (I.R.S. Employer organization if not a U.S. national bank) Identification no.) FOUR ALBANY STREET NEW YORK, NEW YORK

Orionnet Finance Corp – STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 (January 27th, 1997)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ___________ ------------------------------ BANKERS TRUST COMPANY (Exact name of trustee as specified in its charter) NEW YORK 13-4941247 (Jurisdiction of Incorporation or (I.R.S. Employer organization if not a U.S. national bank) Identification no.) FOUR ALBANY STREET NEW YORK, NEW YORK

Orionnet Finance Corp – ORION 3 SPACECRAFT PURCHASE CONTRACT (January 27th, 1997)

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 brackets([ ]). In addition, an asterisk (*) appears in the right hand margin of each paragraph in which confidential information is included. ORION 3 SPACECRAFT PURCHASE CONTRACT BY AND AMONG HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. AND ORION ASIA PACIFIC CORPORATION AND ORION NETWORK SYSTEMS, INC. Hughes Contract Number: Orion 3/001/97 PROPRIETARY NOTICE ------------------ The information contained in the Co

Orionnet Finance Corp – CERTIFICATE OF INCORPORATION (January 27th, 1997)

CERTIFICATE OF INCORPORATION OF ORION ASIA PACIFIC CORPORATION FIRST: The name of the Corporation is Orion Asia Pacific Corporation (hereinafter called the "Corporation"). SECOND: The registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the Corporation's registered agent at said address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful acts or activities for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, all of one class, having a par value of $.01 per share.

Orionnet Finance Corp – ORION 3 SPACECRAFT PURCHASE CONTRACT (January 27th, 1997)

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 brackets([ ]). In addition, an asterisk (*) appears in the right hand margin of each paragraph in which confidential information is included. ORION 3 SPACECRAFT PURCHASE CONTRACT BY AND AMONG HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. AND ORION ASIA PACIFIC CORPORATION AND ORION NETWORK SYSTEMS, INC. Hughes Contract Number: Orion 3/001/97 PROPRIETARY NOTICE ------------------ The information contained in the Co

Orionnet Finance Corp – WARRANT AGREEMENT (January 23rd, 1997)

S&S DRAFT 01/20/97 WARRANT AGREEMENT between ORION NEWCO SERVICES, INC. and BANKERS TRUST COMPANY, Warrant Agent Dated as of [___________], 1997 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS ARTICLE II ORIGINAL ISSUE OF WARRANTS

Orionnet Finance Corp – COLLATERAL PLEDGE AND SECURITY AGREEMENT (January 23rd, 1997)

EXHIBIT C COLLATERAL PLEDGE AND SECURITY AGREEMENT This COLLATERAL PLEDGE AND SECURITY AGREEMENT (this "Pledge Agreement") is made and entered into as of [_________], 1997 by ORION NEWCO SERVICES, INC., a Delaware corporation (the "Pledgor"), having its principal office at 2440 Research Boulevard, Suite 40, Rockville, Maryland, 20850, in favor of BANKERS TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of New York, having an office at 4 Albany Street, New York, New York, 10006, Attention: Corporate Trustee Administration Department, as trustee (the "Trustee") for the holders (the "Holders") of the Notes (as defined herein) issued by the Pledgor under the Indenture referred to below. W I T N E S S E T H WHEREAS, the Pledgor, each of the Pledgor's Restricted Subsidiaries, as guarantors, and Bankers Trust Compan

Orionnet Finance Corp – CERTIFICATE OF INCORPORATION (January 23rd, 1997)

CERTIFICATE OF INCORPORATION OF ORION ATLANTIC EUROPE, INC. 1. NAME The name of this corporation is Orion Atlantic Europe, Inc. (the "Corporation"). 2. REGISTERED OFFICE AND AGENT The registered office of the Corporation shall be located at Corporation Service Comany, 1013 Centre Road, Wilmington, Delaware 19805 in the County of New Castle. The registered agent of the Corporation at such address shall be The Corporation Trust Company. 3. PURPOSE AND POWERS The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended (the "Delaware General Corporation Law"). The Corporation shall have all power necessary or helpful to engage in such acts and activities. 4. CAPITAL S

Orionnet Finance Corp – CERTIFICATE OF INCORPORATION (January 23rd, 1997)

CERTIFICATE OF INCORPORATION OF ORION SATELLITE CORPORATION FIRST: The name of the Corporation is Orion Satellite Corporation (hereinafter called the "Corporation"). SECOND: The registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington. Delaware 19801, County of New Castle. The name of the Corporation's registered agent at said address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful acts or activities for which corporations may be organized under the General Corporation Law of Deleware. FOURTH: The total number of shares of stock which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, all of one class, having a par

Orionnet Finance Corp – CERTIFICATE OF INCORPORATION (January 23rd, 1997)

CERTIFICATE OF INCORPORATION OF Asia Pacific Space And Communications, Ltd. The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that: FIRST: The name of the corporation (hereinafter called the "corporation") is Asia Pacific Space And Communications, Ltd. SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 229 South State Street, City of Dover, County o

Orionnet Finance Corp – CERTIFICATE OF INCORPORATION (January 23rd, 1997)

CERTIFICATE OF INCORPORATION OF ORIONNET, INC. FIRST: The name of the Corporation is OrionNet, Inc. (hereinafter called the "Corporation"). SECOND: The registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the Corporation's registered agent at said address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful acts or activities for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, all of one class, having a par value of $.01 per share

Orionnet Finance Corp – RESTATED CERTIFICATE OF INCORPORATION OF (January 23rd, 1997)

RESTATED CERTIFICATE OF INCORPORATION OF ORION NEWCO SERVICES, INC. Orion Newco Services, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that: 1. The present name of the Corporation is Orion Newco Services, Inc. The Corporation was originally incorporated under the same name, and its original certificate of incorporation was filed with the Secretary of State of the State of Delaware on June 26, 1996. 2. This Restated Certificate of Incorporation restates and integrates and further amends the certificate of incorporation of the Corporation (the "Certificate of Incorporation"), and has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the "DGCL"). 3. The text of the Certificate of Incorporation is

Orionnet Finance Corp – AGREEMENT (January 23rd, 1997)

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INTERNATIONAL PRIVATE SATELLITE PARTNERS, L.P. TABLE OF CONTENTS Page ---- ARTICLE I CERTAIN DEFINITIONS.................................................2 ARTICLE II PARTNERSHIP CONTINUATION, NAME, PLACE OF BUSINESS........................................9 2.01. Continuation of Partnership; Certificate of Limited Partnership; Determination of Partnership Rights and Duties............................................................9 2.02. Name of Partnership..............................

Orionnet Finance Corp – CERTIFICATE OF LIMITED PARTNERSHIP (January 23rd, 1997)

INTERNATIONAL PRIVATE SATELLITE PARTNERS, L.P. CERTIFICATE OF LIMITED PARTNERSHIP The undersigned, being the sole general partner of the above-named limited partnership (the "Partnership"), for the purpose of forming a limited partnership pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act, as amended, hereby certifies that: 1. The name of the Partnership shall be International Private Satellite Partners, L.P. 2. The address of the registered office of the Partnership shall be 1013 Centre Road, Wilmington, Delaware 19805, and the name and address of the registered agent of the Partnership for service of process shall be the Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. 3. The name and business address of the sole general partner of the Partnership are: Orion Satellite Corporation, 1350 Pic

Orionnet Finance Corp – CERTIFICATE OF INCORPORATION (January 23rd, 1997)

CERTIFICATE OF INCORPORATION OF ORIONNET FINANCE CORPORATION FIRST: The name of the Corporation is OrionNet Finance Corporation (hereinafter called the "Corporation"). SECOND: The registered office of the Corporation in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, County of New Castle. The name of the Corporation's registered agent in Corporation Service Company. THIRD: The purpose of the Corporation is to engage in any lawful acts or activities for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The total number of shares of stock which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, all of one class, have a par value of $.01 per share. FIFTH: