Memorandum Of Contract

Exhibit 10.47

CONFIDENTIAL

MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING (the “MOU”) is entered into as of June __, 2005, by and between SPACEHAB, Incorporated, a Washington corporation (the “Company”), and the person listed on the signature page hereto under the caption “Advisor” (the “Advisor”), with reference to the following facts:

A. The Company has previously issued $63,250,000 aggregate principal amount of its 8% Convertible Subordinated Notes due 2007 (the “Notes”);

B. The Advisor is a registered investment advisor who has been given discretionary authority by the beneficial owners (the “Beneficial Owners”) of the aggregate principal amount of the Notes set forth on the signature page hereto (the “Advisor Notes”) to sell, tender, exchange, transfer or otherwise dispose of the Advisor Notes;

C. The Company desires to refinance the Notes and has discussed on a confidential basis with the Advisor, or the Advisor’s representative, the potential terms of such a transaction;

D. The parties desire to set forth the terms that they have discussed in this MOU and the framework for the finalization of a binding transaction.

NOW, THEREFORE, in consideration of the foregoing premises and the covenants hereinafter contained, the parties hereto agree as follows:

1. Intent of the Company. The Company intends to commence a tender offer (the “Tender Offer”) for up to all of the Notes pursuant to which the Company will exchange each Note for a new note issued by the Company under a new indenture having terms substantially similar to the terms set forth on Schedule I attached hereto (the “New Notes”). In connection with the Tender Offer, the Company intends to solicit consents (the “Consent Solicitation”) from holders of the Notes to an amendment to the indenture under which the Notes were issued (the “Indenture”), such amendments having terms substantially similar to the terms set forth on Schedule II attached hereto (the “Proposed Amendments”).

2. Intent of the Advisor. Based upon the terms of the New Notes and Proposed Amendments having terms substantially similar to the terms that are attached hereto as Schedules I and II, the Advisor intends to, on behalf of the Beneficial Owners, (a) tender the Advisor Notes in the Tender Offer and (b) consent to the Proposed Amendments in the Consent Solicitation.

3. Notice. Each of the Company and the Advisor agrees to give notice to the other party in accordance with Section 5.5 upon such party’s decision to abandon, or to change its intentions with respect to, the transactions contemplated hereby. In addition, the Advisor agrees to give notice to the Company in accordance with Section 5.5 upon being instructed by any Beneficial Holder not to tender, or to withdraw the tender of, any Advisor Notes or upon any such Beneficial Owner terminating the authority of the Advisor to tender the Advisor Notes in the Tender Offer or consent to the Proposed Amendments in the Consent Solicitation.

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4. Representations and Warranties of Advisor. The Advisor represents and warrants to the Company that the Advisor has the power of disposition, including the authority to tender the Advisor Notes in the Tender Offer and to consent to the Proposed Amendments in the Consent Solicitation, with respect to all Advisor Notes, subject only to the rights of the Beneficial Owners to give specific instructions to the Advisor concerning the disposition of the Advisory Notes or to terminate such power of disposition. The Advisor is not the beneficial owner of any Notes.

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evidence of a binding agreement with respect to Sections 1 and 2 of this MOU. Either party may, upon at least one (1) business day’s prior written notice to the other party, discontinue its obligations with respect to the transactions contemplated hereby and abandon such transactions or change its intentions at any time. Notwithstanding anything contained in this Section 5.5, the provisions of Sections 3, 4 and 5 of this MOU shall be legally binding upon and enforceable against each of the parties.

[SIGNATURE PAGE FOLLOWS]

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COMPANY’S SIGNATURE PAGE TO MOU

IN WITNESS WHEREOF the parties have executed this MOU on the date set forth below.

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HOLDER’S SIGNATURE PAGE TO MOU

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SCHEDULE I

Proposed Terms of New Notes

(See Attached Form of Description of Notes)

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SCHEDULE II

Proposed Amendments

Section 5.01(5) of the Indenture, which currently provides:

“5. a default under any bonds, debentures, notes or other evidences of indebtedness for money borrowed by the Company or a Subsidiary or under any mortgages, indentures or instruments under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company or a Subsidiary, whether such indebtedness now exists or shall hereafter be created, other than under a Non-Recourse Obligation, which indebtedness, individually or in the aggregate, has a principal amount outstanding in excess of U.S.$3,000,000, which default shall constitute a failure to pay any portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace or cure period with respect thereto or shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; or”

shall be amended and restated in its entirety to read as follows:

“5. [Intentionally omitted]; or”

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Reference:
Security Exchange Commission - Edgar Database, EX-10.47 39 dex1047.htm MEMORANDUM OF UNDERSTANDING, Viewed October 13, 2021, View Source on SEC.