SHARE REDEMPTION AGREEMENT by and among SES, GE CFE Luxembourg S. à r.l., GE Capital Equity Holdings Inc., and General Electric Capital CorporationShare Redemption Agreement • February 14th, 2007 • SES Global S.A. • Communications services, nec • New York
This SHARE REDEMPTION AGREEMENT, dated as of February 13, 2007 (this “Agreement”), is entered into by and among SES, a société anonyme (SA) organized and existing under the laws of the Grand Duchy of Luxembourg (“SES”), GE CFE Luxembourg S. à r.l., a company with limited liability organized and existing under the laws of the Grand Duchy of Luxembourg (“CFE”), GE Capital Equity Holdings Inc., a Delaware corporation (“GCEH”) and for the purpose of Section 6.23, General Electric Capital Corporation, a Delaware corporation (“Parent”).
SES Chateau de Betzdorf L-6815 Betzdorf Grand Duchy of Luxembourg March 29, 2007Letter Agreement • April 2nd, 2007 • SES Global S.A. • Communications services, nec • New York
Reference is made to (i) the Share Redemption Agreement by and among SES, GE CFE Luxembourg S. a r.l., GE Capital Equity Holdings Inc., and General Electric Capital Corporation, dated as of February 13, 2007 (the “Redemption Agreement”) and (ii) the escrow agreement, dated as of March 23, 2007, between SES, the GE Entities and UBS AG, New York Branch, a U.S. branch of a Swiss banking corporation (“UBS”) (the “Escrow Agreement”). The parties to this letter agreement (this “Letter Agreement”) desire to amend the Redemption Agreement, pursuant to Section 11.15 thereof, in the manner set forth in this Letter Agreement. Capitalized terms not otherwise defined in this Letter Agreement shall have the meaning assigned thereto in the Redemption Agreement.
DEED OF ADHERENCE AND AMENDMENT NO. 1 TO THE SHAREHOLDERS AGREEMENTThe Shareholders Agreement • February 14th, 2007 • SES Global S.A. • Communications services, nec
JOINT FILING AGREEMENTJoint Filing Agreement • December 22nd, 2005 • SES Global S.A. • Communications services, nec
We, the signatories of the Statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
JOINT FILING UNDERTAKINGJoint Filing Undertaking • February 14th, 2007 • SES Global S.A. • Communications services, nec
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.
