Form of Escrow Agreement
ESCROW AGREEMENT dated as of April ___, 2008 (this "Agreement"), by and
among HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., an exempted company
organized under the laws of the Cayman Islands ("Harbinger Master"), HARBINGER
CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., a Delaware limited partnership
("Harbinger Special" and, together with Harbinger Master, "Harbinger"), APOLLO
INVESTMENT FUND IV, L.P., a Delaware limited partnership ("AIF IV"), APOLLO
OVERSEAS PARTNERS IV, L.P., a limited partnership registered in the Cayman
Islands ("Overseas IV"), AIF IV/RRRR LLC, a Delaware limited liability company
("AIF IV/RRRR"), AP/RM ACQUISITION LLC, a Delaware limited liability company
("AP/RM"), and ST/RRRR LLC, a Delaware limited liability company ("ST/RRRR" each
of AIF IV, Overseas IV, AIF/RRRR, AP/RM and ST/RRRR being hereinafter referred
to as a "Stockholder" and collectively as the "Stockholders") and Akin Gump
▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP (the "Escrow Agent"). Each of Harbinger Master,
Harbinger Special, AIF IV, Overseas IV, AIF IV/RRRR, AP/RM, ST/RRRR and the
Escrow Agent is hereinafter referred to as a "Party" and collectively as the
"Parties".
Harbinger and the Stockholders have entered into a Securities Purchase
Agreement, dated as of April 7, 2008 (the "Securities Purchase Agreement"),
respecting the Securities (as defined in the Securities Purchase Agreement)
issued by SkyTerra Communications, Inc., a Delaware corporation (the "Company"),
set forth opposite each such Stockholder's name on Annex A to the Securities
Purchase Agreement. Capitalized terms used but not defined in this Agreement
shall have the meanings specified for such terms in the Securities Purchase
Agreement.
Pursuant to Section 3.1(f) of the Securities Purchase Agreement, the
obligations of Harbinger to purchase and pay for the Securities are subject,
among other things, to the condition that the Parties shall have entered into
this Agreement prior to or on the Closing Date.
THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Securities Purchase Agreement and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each of the Parties hereby agrees as follows:
1. Appointment of Escrow Agent. Harbinger and the Stockholders hereby
appoint the Escrow Agent to act in accordance with and subject to the terms of
this Agreement, and the Escrow Agent hereby accepts such appointment and agrees
to act in accordance with and subject to such terms.
2. Deposit of Escrowed Property. On the Closing Date, each of the
Stockholders shall deliver or cause to be delivered to the Escrow Agent
certificates representing the number of Remaining Shares set forth opposite such
Stockholder's name on Exhibit 1, together with signed stock powers and any other
instruments executed in blank necessary to permit the Escrow Agent to effect the
delivery, transfer and registration of the Remaining Shares in accordance with
the terms of this Agreement. If prior to Escrow Break Date the Company effects
any split, combination or reclassification of its Voting Common Stock or
declares or pays any dividend or other distribution payable to the holders of
its Voting Common Stock in additional shares of Common Stock, other securities
or other property other than cash dividends ("Non-Cash Distributions"), then the
Stockholders shall promptly deliver any such Non-Cash Distributions to the
Escrow Agent and the Escrow Agent shall hold, deliver and transfer any such
Non-Cash Distributions in accordance with the terms of this Agreement. The
Remaining Shares together with any such Non-Cash Distributions are hereinafter
referred to as the "Escrowed Property".
3. Rights of Stockholders in Escrowed Property.
3.1. Title, Voting Rights and Cash Dividends. Until such time as the
Escrow Agent transfers and delivers the Escrowed Property in accordance with
Section 4, (a) title to the Escrowed Property shall remain in the Stockholders
and the Escrowed Property shall remain registered on the books of the Company in
the name of the Stockholders or their respective nominees; (b) the Stockholders
shall have the right to vote the Remaining Shares and any other voting
securities included within the Escrowed Property and (c) the Stockholders shall
have the right to receive any cash dividends declared or paid by the Company
with respect to the Remaining Shares.
3.2 Restrictions on Transfer. Prior to the Escrow Break Date none of
the Stockholders shall (i) Transfer or consent to the Transfer of, any Escrowed
Property or any interest therein, (ii) enter into any contract, option or other
agreement or understanding with respect to any Transfer of any Escrowed Property
or any interest therein, (iii) grant any proxy, power of attorney or other
authorization in or with respect to any Remaining Shares or any other voting
securities included within the Escrowed Property that will not by its terms
expire before the Escrow Break Date, (iv) deposit any Remaining Shares or any
other voting securities included within the Escrowed Property into a voting
trust or enter into a voting agreement with respect to any Remaining Shares or
any other voting securities included within the Escrowed Property that will not
by its terms expire before the Escrow Break Date, or (v) exchange any Remaining
Shares for Non-Voting Shares or exchange any other voting securities included
within the Escrowed Property for non-voting securities.
4. Disbursement of the Escrowed Property. The Escrow Agent shall hold
and dispose of the Escrowed Property as provided in this Section 4. Upon receipt
of written notice from Harbinger that Harbinger has received FCC Approval to
acquire the Escrowed Property or that Harbinger has determined that it may
acquire the Escrowed Property without FCC Approval, the Escrow Agent shall
transfer and deliver the Escrowed Property to, and effect the registration of
the Escrowed Property in the name of, Harbinger Master, Harbinger Special or
such of their respective nominees as they may designate. Upon receipt of written
notice from Harbinger that Harbinger has failed to receive required FCC Approval
to acquire the Escrowed Property or has determined that it will not seek
required FCC Approval to acquire the Escrowed Property, the Escrow Agent shall
sell the Escrowed Property and remit the proceeds of such sale to Harbinger. In
connection with any such sale or sales, the Escrow Agent shall consult with
Harbinger but shall not take any directions from Harbinger. Notwithstanding the
foregoing, (a) Harbinger agrees that it shall not instruct the Escrow Agent to
transfer, deliver or effect the registration of the Escrowed Property in the
name of Harbinger Master, Harbinger Special or their respective nominees without
Harbinger's first having obtained any necessary FCC Approval to acquire the
Escrowed Property and (b) Harbinger shall not have the power to direct the
Escrow Agent to transfer and deliver the Escrowed Property to, and effect the
registration of the Escrowed Property in the name of, Harbinger Master,
Harbinger Special or their respective nominees or to sell the Escrowed Property
unless and until Harbinger delivers to the Escrow Agent an opinion of FCC
counsel addressed to Harbinger and to the Escrow Agent to the effect that such
disposition would not violate the Communications Act. The Escrow Agent shall
have no further duties hereunder after the transfer and delivery of the Escrowed
Property in accordance with this Section 4.
5. Concerning the Escrow Agent.
5.1 Good Faith Reliance. The Escrow Agent shall not be liable for
any action taken or omitted by it in good faith and in the exercise of its own
best judgment, and may rely conclusively and shall be protected in acting upon
any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) that is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper Person or Persons. The
Escrow Agent shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement unless evidenced by a
writing delivered to the Escrow Agent signed by the proper Party or Parties and,
if the duties or rights of the Escrow Agent are affected, unless it shall have
given its prior written consent thereto.
5.2 Indemnification. The Escrow Agent shall be indemnified and held
harmless by Harbinger from and against any expenses, including counsel fees and
disbursements, or loss suffered by the Escrow Agent in connection with any
action, suit or other proceeding involving any claim which in any way, directly
or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder, or the Escrowed Property held by it hereunder, other
than expenses or losses arising from the actual fraud of the Escrow Agent.
Promptly after the receipt by the Escrow Agent of notice of any demand or claim
or the commencement of any action, suit or proceeding, the Escrow Agent shall
notify the other Parties in writing. In the event of the receipt of such notice,
the Escrow Agent, in its sole discretion, may commence an action in the nature
of interpleader in an appropriate court to determine ownership or disposition of
the Escrowed Property or it may deposit the Escrowed Property with the clerk of
any appropriate court or it may retain the Escrowed Property pending receipt of
a final, non appealable order of a court having jurisdiction over all of the
Parties directing to whom and under what circumstances the Escrowed Property is
to be transferred and delivered. The provisions of this Section 5.2 shall
survive in the event the Escrow Agent resigns or is discharged pursuant to
Sections 5.5 or 5.6 below.
5.3 Compensation. The Escrow Agent shall be entitled to reasonable
compensation from Harbinger for all services rendered by it hereunder. The
Escrow Agent shall also be entitled to reimbursement from Harbinger for all
expenses paid or incurred by it in the administration of its duties hereunder
including, but not limited to, all counsel, advisors' and agents' fees and
disbursements and all taxes or other governmental charges.
5.4 Further Assurances. From time to time on and after the date
hereof, Harbinger and the Stockholders shall deliver or cause to be delivered to
the Escrow Agent such further documents and instruments and shall do or cause to
be done such further acts as the Escrow Agent shall reasonably request to carry
out more effectively the provisions and purposes of this Agreement, to evidence
compliance herewith or to assure itself that it is protected in acting
hereunder.
5.5 Resignation. The Escrow Agent may resign at any time and be
discharged from its duties as escrow agent hereunder by its giving the other
Parties written notice and such resignation shall become effective as
hereinafter provided. Such resignation shall become effective at such time that
the Escrow Agent shall turn over to a successor escrow agent appointed by
Harbinger and the Stockholders, the Escrowed Property then held hereunder. If no
new escrow agent is so appointed within the 60-day period following the giving
of such notice of resignation, the Escrow Agent may deposit the Escrow Shares
with any court it reasonably deems appropriate.
5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be
discharged from its duties as escrow agent hereunder if so requested in writing
at any time by Harbinger, provided, however, that such resignation shall become
effective only upon acceptance of appointment by a successor escrow agent as
provided in Section 5.5.
5.7 Liability. Notwithstanding anything herein to the contrary, the
Escrow Agent shall not be relieved from liability hereunder for its own actual
fraud.
6. Miscellaneous.
6.1 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York applicable to contracts made
and performed in such state without regard to the conflicts or choice of law
provisions thereof that would give rise to the application of the domestic
substantive law of any other jurisdiction.
6.2 The Parties hereby irrevocably submit to the exclusive
jurisdiction of any federal or state court located within the County, City and
State of New York over any dispute arising out of or relating to this Agreement
or any of the transactions contemplated hereby and each Party hereby irrevocably
agrees that all claims in respect of such dispute or any legal proceeding
related thereto may be heard and determined in such courts. Each Party hereby
irrevocably waives, to the fullest extent permitted by applicable law, any
objection that such Party may now or hereafter have to the laying of venue of
any such dispute brought in such court or any defense of inconvenient forum for
the maintenance of such dispute. EACH PARTY FURTHER HEREBY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL OR EQUITABLE ACTION (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) AND ANY OBJECTION THAT SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT BROUGHT IN THE AFOREMENTIONED COURTS. Each of the Parties agrees
that a judgment in any such dispute may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Each of the Parties
hereto consents to process being served by any Party in such suit, action or
proceeding by delivery of a copy thereof in accordance with the provisions of
Section 6.3.
6.3 Notices. All notices, requests, payments, instructions or other
documents to be given hereunder will be in writing or by written
telecommunication, and will be deemed to have been duly given if (i) delivered
personally (effective upon delivery), (ii) mailed by registered or certified
mail, return receipt requested, postage prepaid (effective five business days
after dispatch), or (iii) sent by a reputable, established courier service that
guarantees next business day delivery (effective the next business day),
addressed as follows (or to such other address as the recipient Party may have
furnished to the sending Party for the purpose pursuant to this Section):
If to Harbinger to:
c/o Harbinger Capital Partners Funds
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
with a copy, which shall not constitute notice, sent at the same time
and by the same means to:
▇▇▇▇▇▇▇ Management Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
If to any Stockholder, to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
c/o Apollo Global Management L.P.
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
with a copy, which shall not constitute notice, sent at the same time
and by the same means to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C.
Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
and if to the Escrow Agent, to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C.
-and-
▇▇▇▇ ▇▇▇▇▇▇▇
Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Any Party may change the Person(s) and address(es) to which the notices
or other communications are to be sent by giving written notice of any such
change in the manner provided herein for giving notice.
6.4 Further Assurances. Each of the Parties shall, upon request of
the Escrow Agent, execute and deliver to the Escrow Agent, any additional
documents and take any actions (including delivering instructions to any
depository or securities intermediary or the Company) as the Escrow Agent may
deem to be necessary or desirable to effect the transactions contemplated by
this Agreement.
6.5 Specific Performance. Each Stockholder acknowledges that it will
be impossible to measure in money the damages to Harbinger if any Stockholder
fails to comply with its obligations under this Agreement, and that, in the
event of any such failure, Harbinger will not have an adequate remedy at law.
Accordingly, each Stockholder agrees that injunctive or other equitable relief,
in addition to remedies at law or damages, is an appropriate remedy for any such
failure and will not oppose the granting of such relief on the basis that
Harbinger has an adequate remedy at law. Each Stockholder agrees that it will
not seek, and agrees to waive any requirement for, the securing or posting of a
bond in connection with Harbinger's seeking or obtaining such equitable relief.
6.6 Assignments. This Agreement will bind and inure to the benefit
of the Parties and their respective successors, and permitted assigns. No Party
will assign any rights or delegate any obligations hereunder without the consent
of the other Parties, other than in the case of Harbinger, which shall have the
right to assign any or all of its rights and/or delegate its obligations to any
fund affiliated with Harbinger Master or Harbinger Special. Except as otherwise
expressly provided herein, nothing in this Agreement is intended to or will
confer any rights or remedies to any Person other than the Parties and their
respective successors and permitted assigns.
6.7 Counterparts. This Agreement may be executed by the Parties in
separate counterparts, each of which when so executed and delivered will be an
original, but all of which together will constitute one and the same agreement.
In pleading or proving this Agreement, it will not be necessary to produce or
account for more than one such counterpart. Facsimile and PDF signatures hereto
shall be deemed to be of the same force and effect as originals.
6.8 Waivers. No waiver of any breach or default hereunder will be
valid unless in a writing signed by the waiving Party. No failure or other delay
by any Party in exercising any right, power or privilege hereunder will be or
operate as a waiver thereof, nor will any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.
6.9 Entire Agreement. This Agreement contains the entire
understanding and agreement among the Parties, and supersedes any prior
understandings or agreements among them, or between or among any of them, with
respect to the subject matter hereof, except for those set forth in the
Securities Purchase Agreement.
6.10 Amendments in Writing. This Agreement may not be amended,
modified, or supplemented except by a writing duly executed by all of the
Parties.
7. Waiver of Conflicts. Each of the Parties acknowledges that the
Escrow Agent is regular counsel to each of the Stockholders and each of their
respective Affiliates, and was and is counsel to the Stockholders respecting the
Securities Purchase Agreement and this Agreement. Each of the Parties further
acknowledges that it specifically requested the Escrow Agent to serve as the
escrow agent pursuant to this Agreement for its own good and valid reasons. Each
of the Parties agrees that the Escrow Agent may represent or continue to
represent any or all of the Stockholders, any or all of their respective
Affiliates, and any and all other Persons in any and all matters relating to the
Securities Purchase Agreement, this Agreement or any other matter including, but
not limited to, any action , suit or other proceeding arising out of or relating
to the Securities Purchase Agreement (including a breach thereof), this
Agreement (including a breach hereof) or any other matter whatsoever. Each of
the Parties represents and warrants to the Escrow Agent and to each other that
it has been represented by counsel of its own choice in connection herewith and
that this Section 7 is valid, binding and enforceable in accordance with its
terms and the intent hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of
the date and year first written above
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
By: Harbinger Capital Partners Offshore
Manager, L.L.C., as investment manager
By:
------------------------------------------
Name:
Title:
HARBINGER CAPITAL PARTNERS
SPECIAL SITUATIONS FUND, L.P.
By: Harbinger Capital Partners Special
Situations GP, LLC, as general partner
By:
------------------------------------------
Name:
Title:
APOLLO INVESTMENT FUND IV, L.P.
By: Apollo Advisors IV, L.P.
Its General Partner
By: Apollo Capital Management IV, Inc.
Its General Partner
By:
------------------------------------------
Name:
Title:
APOLLO OVERSEAS PARTNERS IV, L.P.
By: Apollo Advisors IV, L.P.
Its Managing General Partner
By: Apollo Capital Management IV, Inc.
Its General Partner
By:
------------------------------------------
Name:
Title:
AIF IV/RRRR LLC
AP/RM ACQUISITION, LLC
ST/RRRR LLC
By:
------------------------------------------
Name:
Title:
AKIN GUMP ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP,
as Escrow Agent
By:
------------------------------------------
Name:
Title:
Exhibit 1
to
Escrow Agreement
NUMBER OF
REMAINING
NAME OF STOCKHOLDER SHARES
------------------- ----------
APOLLO INVESTMENT FUND IV, L.P. 347,276
APOLLO OVERSEAS PARTNERS IV, L.P. 17,822
AIF IV/RRRR LLC 44,341
AP/RM ACQUISITION LLC 20,547
ST/RRRR LLC 12,839
------
TOTAL 442,825
Annex C
Number of Series Number of Series 2-A
1-A Warrants to Be Warrants to Be
Number of Initial Shares to Be Purchased at Purchased at Closing
Purchased at Closing Closing
------------------------------ ----------------- ---------------------
Harbinger Master 7,151,336 Voting Shares 175,975 7,357,525
1,028,362 Non-Voting Shares
Harbinger Special 2,630,371 Voting Shares 58,658 2,452,508
5,145,235 Non-Voting Shares
Net Total 9,781,707 Voting Shares 234,633 9,810,033
6,173,597 Non-Voting Shares Shares
Gross Total 15,955,304
Annex D
Form of Akin, Gump Opinion as Delaware and New York Counsel
to the Delaware Stockholders
1. AIF IV is validly existing as a limited partnership in good standing under
the laws of the State of Delaware and has the limited partnership power and
authority to execute, deliver and perform its obligations under the
Securities Purchase Agreement, including its obligations under the Escrow
Agreement.
2. The execution and delivery of each of the Securities Purchase Agreement and
the Escrow Agreement by AIF IV, and the performance by AIF IV of its
obligations thereunder, have been duly authorized by all necessary
partnership action on the part of AIF IV.
3. Each of AIF IV/RRRR, AP/RM and ST/RRRR is validly existing as a limited
liability company in good standing under the laws of the State of Delaware
and has the limited liability company power and authority to execute,
deliver and perform its obligations under the Securities Purchase
Agreement, including its obligations under the Escrow Agreement.
4. The execution and delivery of each of the Securities Purchase Agreement and
the Escrow Agreement by each of AIF IV/RRRR, AP/RM and ST/RRRR, and the
performance by each of AIF IV/RRRR, AP/RM and ST/RRRR of their respective
obligations thereunder, have been duly authorized by all necessary limited
liability company action on the part of each of them.
5. Each of the Securities Purchase Agreement and the Escrow Agreement has been
duly and validly executed by each of AIF IV, AIF IV/RRRR, AP/RM and ST/RRRR
(collectively, the "Delaware Stockholders") and constitutes a valid and
binding agreement of each of Delaware Stockholders, enforceable against
each of the Delaware Stockholders under the Laws of the State of New York
in accordance with its terms (provided that such counsel's opinion will be
subject to and qualified and limited by (i) applicable bankruptcy,
insolvency, fraudulent transfer and conveyance, reorganization, moratorium
and similar Laws affecting creditors' rights and remedies generally; (ii)
general principles of equity, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in a proceeding at law or in equity); (iii)
the power of the courts to award damages in lieu of equitable remedies;
(iv) Laws or public policy underlying such Laws with respect to rights to
indemnification and contribution; (v) constitutional bounds on Laws that
govern the enforceability of choice of law provisions in agreements; and
(vi) the effect of Laws other than the Included Laws).
6. The execution and delivery of each of the Securities Purchase Agreement and
the Escrow Agreement by each of the Delaware Stockholders do not, and the
performance by each of the Delaware Stockholders of their respective
obligations thereunder will not, result in any violation of any law, rule
or regulation of any Included Law (as defined below), except that such
counsel does not express any opinion regarding the provisions of Section 6
of the Securities Purchase Agreement. For purposes of such opinion, the
term "Included Laws" means (i) the Delaware Revised Uniform Limited
Partnership Act and the Delaware Limited Liability Company Act, and (ii)
the Laws of the State of New York; in each case that such counsel, in the
exercise of customary professional diligence, recognized as normally
applicable to the transactions of the type contemplated by the Securities
Purchase Agreement and the Escrow Agreement. The term "Included Laws"
specifically excludes (a) Laws of any counties, cities, towns,
municipalities and special political subdivisions, or foreign governments
and any agencies thereof, (b) any antifraud, environmental, labor, tax
(including Article 12 - "Tax on Transfers of Stock and Other Corporate
Certificates" of the New York State Consolidated Laws - Tax), insurance,
antitrust, securities, blue sky, intellectual property and federal
communications Laws, and (c) any Laws that may be applicable to any of the
Delaware Stockholders by virtue of the particular nature of the businesses
conducted by them or any goods or services provided by them or property
owned or leased by them.
7. The execution and delivery of each of the Securities Purchase Agreement and
the Escrow Agreement by each of the Delaware Stockholders does not, and the
performance by each of the Delaware Stockholders of their respective
obligations thereunder will not, result in a violation of the
Organizational Documents (as such term is defined in such counsel's
opinion).
8. No consent, approval, authorization or order of or filing with any New York
or Federal court or any New York or Federal public, governmental or
regulatory agency or body is required under any of the Included Laws for
the sale by each of the Delaware Stockholders of the Securities to be sold
by each of such Delaware Stockholders or the consummation by each of the
Delaware Stockholders of the transactions contemplated by the Securities
Purchase Agreement or the Escrow Agreement except for such consents,
approvals, authorizations and orders as have been duly obtained on or prior
to the date hereof and are in full force and effect.
SK 03773 0003 872708