December 10, 1998
LETTER AGREEMENT BETWEEN SPACEHAB, Inc., AND ALENIA AEROSPAZIO
This letter is to confirm our agreement regarding the outstanding debt SPACEHAB,
Inc. ("Spacehab") owes to Alenia Aerospazio("Alenia")
Notwithstanding anything to the contrary contained in the Subordinated
Promissory Notes issued by Spacehab to Alenia and subsequent agreements and
correspondence in respect thereto, it is acknowledged and agreed as follows:
1. As of today, 10 December 1998, Spacehab owes to Alenia an amount of
$11,895,000. Of such amount, Spacehab shall pay to Alenia an amount of
$4,034,928 on or before December 31, 1998.
2. Subject to compliance by Spacehab with the terms of this letter, ▇▇▇▇▇▇
agrees that the remaining amount of $7,860,072 owed to Alenia shall be
finally due and payable by Spacehab to Alenia on August 1, 2001.
3. From August 1, 2001, the debt of Spacehab to Alenia shall be no longer
subordinated to the Senior Indebtedness as defined in the Subordinated
Promissory Notes. On or before August 1, 2001, Alenia may elect to
convert, in whole or in part, the principal amount into Spacehab
equity, on terms and conditions to be agreed with Spacehab.
4. Subject to compliance by Spacehab with the terms of this letter, ▇▇▇▇▇▇
further agrees that: a) the interest accruing beginning January 1, 1999
on the outstanding amount owed by Spacehab to Alenia shall be
calculated at the rate of 10% per annum compounded and payable
quarterly, until the principal amount is paid in full as foreseen in
point 3 above or converted as provided therein and, b) Alenia cancels
payment of the October through December 1998 quarterly interest
obligation due under the Subordinated Promissory Notes.
5. The undersigned hereby represent and warrant that they have obtained
the necessary authorizations and consents necessary to execute and bind
the respective parties hereto.
If the foregoing is in accordance with your understanding of our arrangements,
please sign and return one copy of this letter, whereupon this letter shall
become a binding agreement among us in accordance with its terms.
Sincerely,
SPACEHAB, Inc.
by: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title Chairman and CEO
Accepted and agreed to this _________ day of _____________1998
Alenia Aerospazio Div. Spazio
A company of Finnmeccanica S.p.A.
By: /s/
Name