Terrestar Corp Sample Contracts

Terrestar Corp – TerreStar Networks Restructures to Strengthen Financial Position Receives Commitments for $75 Million Debtor-in-Possession Financing; Agrees to Restructuring Support Agreement with Largest Secured Creditor; Maintains Business-as-Usual Operations (October 22nd, 2010)

Reston, VA.,  October 19, 2010 – TerreStar Corporation (NASDAQ:  TSTR) (“TerreStar”) announced today that its majority-owned subsidiary TerreStar Networks Inc. and certain other affiliates have filed voluntary petitions for reorganization under chapter 11 of the U.S. Bankruptcy Code as part of a strategic plan to strengthen their financial position and achieve long-term success in the mobile satellite services market. Through the restructuring, TerreStar Networks hopes to lessen its debt obligations in order to place greater focus on delivering the future of ‘always available’ mobile communications through its recent launch of the world’s first integrated satellite-cellular smartphone.

Terrestar Corp – Exclusivity Agreement (August 6th, 2010)

This Exclusivity Agreement (this “Agreement”) dated May 6, 2010 is among TerreStar Corporation (“TerreStar”), TerreStar Networks Inc. (“Networks” and together with TerreStar, the “Company”), SkyTerra LP, SkyTerra Communications, Inc. and HGW Holding Company, L.P. (“HGW Holding Company” and together with SkyTerra LP and SkyTerra Communications, Inc., “SkyTerra”). The Company and SkyTerra are each referred to herein as a “party” and collectively referred to herein as the “parties”.

Terrestar Corp – Amendment #2 of Statement of Work #3 (“SOW3 amendment”) Between Elektrobit, Inc. (“EB”) and TerreStar Networks, Inc. (“TSN”), effective as of the 1st day of February, 2010 (August 6th, 2010)
Terrestar Corp – AMENDMENT # 2 (August 6th, 2010)

THIS AMENDMENT NO. 2 (“Amendment”) to the MASTER SUPPLY AGREEMENT between TerreStar Corporation, a Delaware corporation, on behalf of itself and its affiliated companies, including TerreStar Networks Inc., having an office at 12010 Sunset Hills Road, Sixth Floor, Reston, Virginia 20190 (“TerreStar”) and Elektrobit Inc., a Delaware corporation having an office at 22745 29th Drive SE, Suite 200, Bothell, Washington 98021 (“EB”), dated December 1, 2009 (the “Agreement”), is made this 28th day of April, 2010 (“Effective Date”) by and between TerreStar and EB. Capitalized terms that are not otherwise defined in this Amendment have the meaning defined in the Agreement.

Terrestar Corp – SATELLITE MINUTES AGREEMENT (August 6th, 2010)

THIS SATELLITE MINUTES AGREEMENT (the “Agreement”) is entered into as of May 6, 2010 (“Effective Date”), between TerreStar Networks Inc., a Delaware corporation (“TerreStar”), SkyTerra Communications, Inc., a Delaware corporation (“SkyTerra Communications”) and SkyTerra, LP, a Delaware limited partnership (“SkyTerra LP” and together with SkyTerra Communications, “SkyTerra”).

Terrestar Corp – AMENDMENT NO. 4 (May 11th, 2010)

THIS AMENDMENT NO. 4 (“Amendment”) to the MASTER DEVELOPMENT AND LICENSING AGREEMENT between TerreStar Networks Inc. (“TerreStar”) and Elektrobit, Inc. (“Elektrobit”), dated August 10, 2007, as amended (the “Agreement”), is made this 18th day of November, 2009 (“Effective Date”) by and between TerreStar Corporation, TerreStar and Elektrobit (collectively, the “Parties”). Capitalized terms that are not otherwise defined in this Amendment have the meaning defined in the Agreement.

Terrestar Corp – AMENDMENT 5 (May 11th, 2010)

This document contains data and information proprietary to TerreStar Networks Inc. and Hughes Network Systems, LLC. This data is being furnished pursuant to the provisions of the Contract between TerreStar Networks Inc. and Hughes Network Systems, LLC for the TerreStar Satellite Base Station Subsystem. Hughes Network Systems, LLC and TerreStar Networks Inc. shall have the right to duplicate, use or disclose the data and information to the extent specified in the Contract and herein.

Terrestar Corp – AMENDMENT 4 (May 11th, 2010)

This Amendment 4 to Contract (the “Amendment”) is made as of July 16, 2009 (the “Amendment Effective Date” or “EDA”) by and between Hughes Network Systems, LLC (the “Contractor”) with its principal place of business at 11717 Exploration Lane, Germantown, Maryland, 20876, and TerreStar Networks Inc., a corporation organized under the laws of Delaware with its principal place of business at One Discovery Square, Suite 600, 12010 Sunrise Valley Drive, Reston, Virginia 20190 (“TerreStar”). As used herein, Contractor and TerreStar may each be referred to individually as a “Party” and collectively as the “Parties.”

Terrestar Corp – Exclusivity Agreement (May 11th, 2010)

This Exclusivity Agreement (this “Agreement”) dated January 26, 2010 is among TerreStar Corporation (“TerreStar”), TerreStar Networks Inc. (“Networks” and together with TerreStar, the “Company”), Harbinger Capital Partners Master Fund I, Ltd. (“Harbinger Master Fund”), Harbinger Capital Partners Special Situations Fund, LP (“Harbinger Special Situations Fund”), and HGW Holding Company, L.P. (together with Harbinger Master Fund and Harbinger Special Situations Fund, “Harbinger”).

Terrestar Corp – Contract (March 16th, 2010)

Confidential treatment has been requested for portions of this exhibit and such portions have been filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***].

Terrestar Corp – Contract (March 16th, 2010)

Confidential treatment has been requested for portions of this exhibit and such portions have been filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***].

Terrestar Corp – Master Supply Agreement (March 16th, 2010)

This Master Supply Agreement (the “Agreement”) dated December 1st, 2009 (the “Effective Date”), is made and entered into by and between TerreStar Corporation, a Delaware corporation, on behalf of itself and its affiliated companies, including TerreStar Networks Inc., having an office at 12010 Sunset Hills Road, Sixth Floor, Reston, Virginia 20190 (“TerreStar”), and Elektrobit Inc., a Delaware corporation having an office at 22745 29th Drive SE, Suite 200, Bothell, Washington 98021 (“EB”).

Terrestar Corp – Contract (March 16th, 2010)

Confidential treatment has been requested for portions of this exhibit and such portions have been filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***].

Terrestar Corp – PRODUCT SUPPLEMENT A (March 16th, 2010)

This is Product Supplement A under the Master Supply Agreement entered into by and between TerreStar Corporation and Elektrobit Inc. dated December 1st, 2009 (“Agreement”). Capitalized terms used herein that are defined in the Agreement, have the meaning set forth therein.

Terrestar Corp – PRODUCT SUPPLEMENT B (March 16th, 2010)

This is Product Supplement B under the Master Supply Agreement entered into by and between TerreStar Corporation and Elektrobit Inc. dated December 1st, 2009 (“Agreement”). Capitalized terms used herein that are defined in the Agreement, have the meaning set forth therein.

Terrestar Corp – Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission Mobile Satellite Services and Support Agreement 20090522.024.C Between TerreStar Networks Inc. And AT&T Mobility II, LLC Proprietary and Confidential This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contractin (November 9th, 2009)
Terrestar Corp – AMENDMENT TO SPECTRUM MANAGER LEASE AGREEMENT (November 9th, 2009)

THIS AMENDMENT TO SPECTRUM MANAGER LEASE AGREEMENT (this “Lease Amendment”) is entered into as of October 9, 2009, by and between TerreStar 1.4 Holdings LLC, a Delaware limited liability company (“Lessor”), TerreStar Corporation, a Delaware corporation (“Parent”) and One Dot Four Corp., a Delaware corporation (“Lessee”) (each a “Party”, and collectively, the “Parties”).

Terrestar Corp – Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission Amendment of Statement of Work # (“SOW2”) (November 9th, 2009)

This Amendment is entered into under the Master Development and Licensing Agreement (the “Agreement”) dated August 10 2007, as amended, between EB and TSN.

Terrestar Corp – Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission SPECTRUM MANAGER LEASE AGREEMENT (November 9th, 2009)

This Spectrum Manager Lease Agreement (this “Lease Agreement”) is entered into as of this 17th day of September, 2009 by and between TerreStar 1.4 Holdings LLC, a Delaware limited liability company (“Lessor”), TerreStar Corporation, a Delaware corporation (“Parent”) and One Dot Four Corp., a Delaware corporation (“Lessee”) (each a “Party”, and collectively the “Parties”).

Terrestar Corp – Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission Statement of Work # [***] Support (November 9th, 2009)
Terrestar Corp – TerreStar Announces Distribution Agreement with AT&T First Satellite Cellular Smartphone to Offer Integrated Service (September 30th, 2009)

RESTON, VA – September 30, 2009 – Mobile communications provider TerreStar Networks Inc. (TerreStar), a majority-owned subsidiary of TerreStar Corporation (NASDAQ: TSTR), announced today an agreement between TerreStar and AT&T to bring to market the first fully integrated satellite cellular smartphone.

Terrestar Corp – Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission Statement of Work # StarComm Product Implementation Phase (August 7th, 2009)
Terrestar Corp – Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission Statement of Work # Desert Campaign Testing Phase (August 7th, 2009)
Terrestar Corp – Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission Amendment No: 1 to Statement of Work # SBSS Integration Support (May 6th, 2009)

This Amendment of SBSS Integration Support SOW is made this      day of December 2008 by and between Elektrobit Inc. (“Elektrobit” or “EB”) and TerreStar Networks Inc. (“TerreStar” or “TSN”) for the on-site support of Hughes SBSS Integration activities, and is governed by the Master Development and Licensing Agreement between Elektrobit and TerreStar dated August 10, 2007 (“Agreement”).

Terrestar Corp – Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission Statement of Work # SBSS Integration Support (May 6th, 2009)

This Statement of Work #      (“SOW”) is made this 22 day of October 2008 by and between Elektrobit Inc. (“Elektrobit” or “EB”) and TerreStar Networks Inc. (“TerreStar” or “TSN”) for the on-site support of Hughes SBSS Integration activities, and is governed by the Master Development and Licensing Agreement between Elektrobit and TerreStar dated August 10, 2007, as amended (“Agreement”).

Terrestar Corp – AMENDMENT NO. 1 TO STATEMENT OF WORK TO: TERRESTAR NETWORKS DOCUMENT ID: P07009S0WOIR08 Amendment_No_l, AMENDING DOCUMENT ID P07009S0WOIR08 DATE: JANUARY 22, 2008 (May 6th, 2009)
Terrestar Corp – Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission Statement of Work # Commercial PDA Phone Specification Phase (May 6th, 2009)
Terrestar Corp – CONTRACT BETWEEN TERRESTAR NETWORKS INC. AND SKYTERRA LP AND INFINEON TECHNOLOGIES AG FOR THE DESIGN AND DEVELOPMENT OF SDR MODEM PLATFORMS March 31, 2009 (May 6th, 2009)

This Contract for the Design and Development of SDR Modem Platforms is a contract between Infineon Technologies AG with its principal place of business at Am Campeon 1-12, 85579 Neubiberg, Germany (hereinafter referred to as the “Contractor”), TerreStar Networks Inc., a corporation organized under the laws of Delaware with its principal place of business at One Discovery Square, Suite 900, 12010 Sunset Hills Road, Reston, Virginia 20190 (hereinafter referred to as “TerreStar”) and SkyTerra LP, a limited partnership organized under the laws of Delaware with offices at 10802 Parkridge Boulevard, Reston, VA 20191, USA (hereinafter referred to as “SkyTerra”). Contractor, TerreStar and SkyTerra may each be referred to individually as a “Party” and collectively as the “Parties.” TerreStar, SkyTerra and any other party entering into this Contract after the EDC pursuant to Section 5.2 may individually or collectively be referred to as “Customer” or “Customers”.

Terrestar Corp – Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission Statement of Work # TerreStar Antenna Feasibility Study (May 6th, 2009)

This Statement of Work #      (“SOW”) is made this      day of November 2008 by and between Elektrobit Inc. (“Elektrobit” or “EB”) and TerreStar Networks Inc. (“TerreStar” or “TSN”) for the development of 15 EB reference phones with the integrated [***] antenna., and is governed by the Master Development and Licensing Agreement dated August, 2007 (“Agreement”)

Terrestar Corp – Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission AMENDMENT NO. 3 (HUGHES) (May 6th, 2009)

THIS AMENDMENT NO. 3 (“Amendment”) to the MASTER DEVELOPMENT AND LICENSING AGREEMENT between TerreStar Networks Inc. (“TerreStar”) and Elektrobit, Inc. (“Elektrobit”), dated August 10, 2007, as amended (the “Agreement”), is made this     th day of March, 2009 (“Effective Date”) by and between TerreStar and Elektrobit (collectively, the “Parties”). Capitalized terms that are not otherwise defined in this Amendment have the meaning defined in the Agreement.

Terrestar Corp – Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission Amendment No:2 to Statement of Work # SBSS Integration Support (May 6th, 2009)

This Amendment of SBSS Integration Support SOW is made this      day of December 2008 by and between Elektrobit Inc. (“Elektrobit” or “EB”) and TerreStar Networks Inc. (“TerreStar” or “TSN”) for the on-site support of Hughes SBSS Integration activities, and is governed by the Master Development and Licensing Agreement between Elektrobit and TerreStar dated August 10, 2007 (“Agreement”).

Terrestar Corp – Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission Statement of Work # Mininet Campaign testing Phase (May 6th, 2009)
Terrestar Corp – AGREEMENT AND GENERAL RELEASE (November 26th, 2008)

THIS AGREEMENT AND GENERAL RELEASE (“Agreement”) is made by and between TerreStar Networks Inc., a Delaware corporation (hereinafter referred to as “Employer”), and Neil Hazard, his heirs, executors, administrators, successors, and assigns (collectively referred to herein as “Employee”) (Employer and Employee shall be collectively referred to herein as “Parties”).  Capitalized terms used herein and not otherwise defined herein are used as defined in the Employment Agreement (as defined below).

Terrestar Corp – November 24, 2008 (November 26th, 2008)

This letter (“Letter Agreement”) confirms our agreement concerning the amendment of the employment agreement between TerreStar Networks Inc., a Delaware corporation (the “Company”) and you, dated as of January 15, 2008, as amended by the letter agreement May 20, 2008 (the “Employment Agreement”), as needed to comply with section 409A of the Internal Revenue Code (“Section 409A”).

Terrestar Corp – Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked "[***]" and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. ADDENDUM AND AMENDMENT TO CONTRACT BETWEEN TERRESTAR NETWORKS INC. AND HUGHES NETWORK SYSTEMS, LLC FOR DESIGN, DEVELOPMENT AND SUPPLY OF SATELLITE BASE STATION SUBSYSTEM (S-BSS) (November 10th, 2008)

This statement of work (SOW) is written as an amendment to the Satellite Base Station Subsystem (S-BSS) Contract.  It adds the tasks necessary to complete one of the final critical components of the operational TerreStar Network (TSN), user equipment (UE) comparable in size to today’s terrestrial cellular systems for communication over the TSN.