20-F
















Exhibit 4.6  






Execution Copy  



PURCHASE AND SALE AGREEMENT 






        THIS
PURCHASE AND SALE AGREEMENT (“Agreement”) dated as of February 13, 2008
(“Effective Date”), is made by and between SKYNET SATELLITE CORPORATION,
a Delaware corporation, whose principal place of business and post office address is 500
Hills Drive, Bedminster, New Jersey 07921-7018 (“Seller”), and RRSAT GLOBAL
COMMUNICATIONS INC., a Delaware corporation, whose principal place of business and
post office address is 1209 Orange Street, Wilmington, Delaware 19801
(“Purchaser”). 



RECITALS 



         A.       
          Seller is the owner of the real estate and improvements located in Palmyra and
          Lackawaxen Townships, Pike County, Pennsylvania, which real estate is more
          particularly described in Exhibit A attached hereto and incorporated herein by
          this reference and are hereinafter collectively called, the
          “Property”. 



         B.       
          Purchaser has access to expert technical and legal advice with respect to the
          purchase of the Property, the Personal Property, and other matters dealt with
          herein. Purchaser, subject to the due diligence and review of the Property as is
          otherwise provided hereunder, wishes to purchase all of Seller’s right,
          title and interest in, to and under the Property upon the terms and conditions
          set forth in this Agreement. 



         C.       
          Seller is also the owner of certain equipment used or located on the Property
          (the “Personal Property”) described in Exhibit B attached hereto and
          incorporated herein by reference and is party to certain service contracts (the
          “Service Contracts”) described in Exhibit C attached hereto and
          incorporated herein by reference. The personal property listed in Exhibit D
          attached hereto and incorporated herein by this reference (the “Excluded
          Property”) is not being sold by Seller to Purchaser and shall remain
          Seller’s property after Closing (as defined in Section 9.01). 



         D.       
          Seller is also the owner or holder of certain permits and licenses required to
          operate the Property and the Personal Property (the “Licenses”)
          described in Exhibit E attached hereto and incorporated herein by reference. 



        NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein
and certain other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Seller and Purchaser agree as follows: 















ARTICLE 1
 SALE OF
PROPERTY AND PERSONAL PROPERTY; ASSIGNMENT OF SERVICE 
 CONTRACTS AND LICENSES; DUE
DILIGENCE 



        1.01
Sale  




        Seller
shall sell to Purchaser, and Purchaser shall purchase from Seller, upon the terms and
conditions set forth in this Agreement all of Seller’s right, title and interest in,
to, and under the Property and the Personal Property free and clear of all liens, security
interests, mortgages, and other encumbrances except those encumbrances and items listed in
Exhibit F (the “Permitted Encumbrances”). Seller shall assign to Purchaser and
Purchaser shall assume from Seller, upon the terms and conditions set forth in this
Agreement, all of Seller’s rights and obligations under the Licenses and the Service
Contracts. 



        1.02
Due Diligence Investigation  




        Purchaser
acknowledges that it has been given a full and adequate opportunity to inspect and
investigate the Property and Personal Property and to conduct such tests of the Property
and Personal Property as it saw fit in its sole and absolute discretion, except as set
forth in Section 1.04. Purchaser also acknowledges that it has been given a full and
adequate opportunity to review and investigate the Service Contracts and the Licenses as
it saw fit in its sole and absolute discretion. Based upon such inspection, investigation
and testing, and subject to Section 1.04, Purchaser is satisfied with all aspects of the
Property, Personal Property, Licenses, and Service Contracts. 



        1.03
Title  




        The
following shall apply in connection with title to the Property: 



     (a)    
          Seller has provided Purchaser a commitment (“Commitment”) to issue a
          2006 ALTA Owner’s Policy of title insurance in the amount of the Purchase
          Price payable hereunder (“Title Policy”), without standard exceptions
          (if Purchaser has obtained a Survey certified to Seller and Title Company) as
          prepared by Commonwealth Land Title Insurance Company (“Title
          Company”), and with a commitment date of January 10, 2008. Except as set
          forth in Section 1.04, Purchaser is satisfied with Seller’s title to the
          Property and shall accept such title at Closing in such condition subject only
          to the Permitted Encumbrances and to Purchaser’s right to terminate as set
          forth in Section 1.04(a). 



     (b)    
          Seller has delivered to Purchaser the following surveys of the Property: Survey
          Map of Land prepared by Conrad, Close & Ewald dated September 5, 1997
          designated as Drawing No. 3848C and ALTA/ACSM Land Title Survey prepared by
          Merlyn J. Jenkins & Associates, Inc. dated November 26, 2001 designated as
          Drawing No. SK-1566A. Purchaser may update the surveys or obtain a new survey at
          its sole expense. Any updated or new survey shall also be certified to Seller
          and Title Company. The updated or new survey, as the case may be, is herein
          called “Survey”. Anything shown on the Survey shall not give Purchaser
          the right to terminate this Agreement or to reduce the Purchase Price except as
          set forth in Section 1.04(a). 





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     (c)    
          At Closing, Seller shall cause all liens and encumbrances other than the
          Permitted Encumbrances to be removed and discharged of record without the
          necessity of Purchaser objecting to such liens and encumbrances. Seller may
          cause a portion of the Purchase Price to be used to remove such liens and
          encumbrances. Notwithstanding the foregoing, Seller shall not further cause or
          permit any change to occur in the condition of title to the Property as reported
          in the Commitment except for the discharge of liens and encumbrances or the
          correction of any title deficiency as provided for herein. 



        1.04
Purchaser’s Right to Inspect  




     (a)    
          Commencing on the Effective Date and continuing for a period of forty five (45)
          days thereafter (the “Due Diligence Period”), Purchaser (along with
          its consultants, advisors, contractors, employees, agents and other persons (but
          not at Purchaser’s request or direction any Governmental Representatives as
          hereinafter defined in this Section 1.04) designated by Purchaser (collectively,
          the “Purchaser’s Representatives”)) shall have the right to enter
          upon the Property and to conduct thereon tests, inspections, investigations,
          evaluations, analyses, studies and surveys of the matters set forth in Exhibit G
          as Purchaser deems necessary or desirable, in its sole discretion, as well as to
          conduct or perform a review, verification and inspection of all records and
          documents applicable thereto, and to seek information from and make inquiries of
          officials, officers, inspectors or other representatives (the “Governmental
          Representatives”) of any federal, state or local governmental agency,
          board, department, bureau, authority, commission or instrumentality having
          jurisdiction over the Property, including, but not limited to, those related to
          or governing building, electrical, plumbing, health, life safety, licensing,
          zoning and environmental (all of the inspections, investigations, evaluations,
          analyses, studies and surveys heretofore described in this paragraph being
          referred to collectively herein as the “Inspections”). Seller shall
          have the right to accompany Purchaser and Purchaser’s Representatives
          during all Inspections undertaken hereunder. If the results of any of the
          Inspections reveal a significant issue affecting the value of the Property
          and/or Personal Property or otherwise materially adversely affecting
          Purchaser’s ability to use the Property as a teleport facility, or the
          results of an updated Commitment or the Survey disclose any encumbrance or
          exception that is a significant issue affecting the value of the Property and/or
          Personal Property or otherwise materially adversely affecting Purchaser’s
          ability to use the Property as a teleport facility, Purchaser shall give written
          notice thereof to Seller before the expiration of the Due Diligence Period
          specifying the nature of the issue and if Seller fails within
          fifteen (15) days after receipt of such notice to agree to cure such
          issue before Closing, Purchaser, as its exclusive remedy, may elect to terminate
          this Agreement by written notice to Purchaser given within
          twenty (20) days after Purchaser’s initial notice to Seller
          provided for in this Section 1.04(a) and thereafter the Deposit shall be
          returned to Purchaser as Purchaser’s sole and exclusive remedy,
          notwithstanding any provision to the contrary contained in this Agreement, and
          this Agreement shall become null and void, and the parties hereto shall have no
          further rights or obligations under this Agreement or to one another, except for
          such provisions which explicitly survive the termination of this Agreement. If
          Purchaser does not so terminate, Purchaser shall be deemed to have waived each
          such issue, encumbrance and exception which shall then each be deemed one of the
          Permitted Encumbrances and Purchaser shall proceed to Closing in accordance with
          the terms of this Agreement. 




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     (b)    
          Notwithstanding anything to the contrary contained in this Agreement, prior to
          Purchaser or Purchaser’s Representatives entering the Property, Purchaser
          shall deliver to Seller a certificate of insurance naming Seller as an
          additional insured and evidencing that Purchaser has liability insurance
          covering injury or damage to persons and property and loss of life in an amount
          not less than Two Million and 00/100 (US $2,000,000.00) Dollars in form and with
          a deductible reasonably satisfactory to Seller on an occurrence basis resulting
          from, arising out of or relating to the Inspections or any act or negligence of
          Purchaser or Purchaser’s Representatives at or about the Property.
          Purchaser agrees to keep such insurance in effect until the earlier of the (i)
          Closing and (ii) the date the Agreement is terminated pursuant to its terms.
          Purchaser shall promptly restore any damage or disturbance to the Property
          and/or the Personal Property or other property of Seller caused by
          Purchaser’s Inspections or any act or negligence of Purchaser or
          Purchaser’s Representatives at or about the Property during or following
          any Inspections, except for any of the foregoing resulting from any preexisting
          condition on the Property or any portion thereof, including, but not limited to,
          any adverse, harmful or dangerous conditions or substances which may be
          discovered, disclosed, disbursed or uncovered by virtue of any such entry or
          inspections or the discovery of the violation of any applicable law, except to
          the extent any such preexisting conditions are exacerbated by Purchaser or
          Purchaser’s Representatives. Purchaser shall indemnify Seller Indemnitees
          (as hereinafter defined in Section 12.04(b) of this Agreement) against, and hold
          them harmless from, any Losses (as hereinafter defined in Section 12.04(a) of
          this Agreement) incurred by or imposed upon any Seller Indemnitee that results
          from, arises out of or relates to the Inspections or any act or negligence of
          Purchaser or Purchaser’s Representatives at or about the Property subject
          to the amount limitation set forth in Section 12.04, except for any Losses
          resulting from any preexisting condition on the Property or any portion thereof,
          including, but not limited to, any adverse, harmful or dangerous conditions or
          substances which may be discovered, disclosed, disbursed or uncovered by virtue
          of any such entry or inspections or the discovery of the violation of any
          applicable law, except to the extent any such preexisting conditions are
          exacerbated by Purchaser or Purchaser’s Representatives. The provisions of
          this Section 1.04(b) shall survive the Closing or, if the Closing does not
          occur, the termination of this Agreement, notwithstanding anything in this
          Agreement to the contrary. 



ARTICLE 2 

PURCHASE PRICE AND
RELATED TERMS 





        2.01
Purchase Price  




        The
purchase price to be paid by Purchaser to Seller under this Agreement is Four Million Two
Hundred and Fifty Thousand and 00/100 (US$4,250,000.00) Dollars (“Purchase
Price”), comprised of Four Million and 00/100 (US$4,000,000.00) Dollars in
immediately available U.S. funds to be paid on Closing and Two Hundred and Fifty Thousand
and 00/100 (US$250,000.00) Dollars in services in kind to be provided by Purchaser to
Seller or Seller’s affiliates on or after the Closing as set out in Section 2.06
below. The Purchase Price shall be subject to adjustment as provided in Section 2.05. The
prorations described in Section 2.05 shall be determined as of the Closing Date and shall
be mutually agreed upon by the parties outside of escrow at least two (2) Business Days
prior to the Closing. 




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        2.02
Deposit  




        Upon
the execution of this Agreement, Purchaser shall deposit the sum of Three Hundred Thousand
and 00/100 (US$300,000.00) Dollars (“Deposit”) in immediately available funds
with the Title Company (in such capacity, the “Escrow Agent”). Escrow Agent will
invest the Deposit into an interest-bearing account with a financial institution insured
by an agency of the federal government as directed in writing by Purchaser. All interest
on the Deposit shall be credited to the account of Purchaser subject to the provisions of
Section 2.03 and shall be part of the Deposit. Purchaser certifies that its federal
employer identification number is 45-0564282. 



        2.03
Non-Refundable  




     (a)    
          The Deposit is non-refundable except that the Deposit will be refunded and
          returned to Purchaser in the event: (a) Purchaser elects, or is deemed to have
          elected, to cancel this Agreement under Sections 1.04, 10.02 or 13.02(a); or (b)
          this transaction fails to close on the Scheduled Closing Date (as defined in
          Article 9) by reason of Seller’s failure to perform Seller’s Closing
          Obligations set forth in Article 4 or other default by Seller such that
          Purchaser elects to cancel this Agreement pursuant to Purchaser’s
          cancellation rights under Section 12.02(a). If Purchaser acquires the Property
          and Personal Property, the Deposit and the interest thereon will be applied
          towards payment of the Purchase Price. If, on or before the Scheduled Closing
          Date: (i) Purchaser breaches this Agreement and fails to perform
          Purchaser’s Closing Obligations set forth in Article 5; and (ii) Seller
          elects to cancel this Agreement and to be paid the Deposit in accordance with
          the provisions of Section 12.01, then Escrow Agent shall immediately disburse
          the Deposit to Seller. 



        2.04
No Financing Contingency/No Seller Financing  




        Closing
is not contingent on Purchaser’s ability to obtain financing and the Closing will not
be deferred to allow Purchaser time to obtain financing. No financing for this transaction
will be provided or has been promised by Seller. 



        2.05
Prorations, Credits and Other Adjustments  




        At
Closing, Seller and Purchaser shall make the following prorations and other adjustments,
with the net amount consequently owing to or by Seller to be added to or subtracted from
the proceeds of the Purchase Price payable to Seller at Closing. Expenses of the Property
and the Personal Property shall be prorated as of the Closing with Seller liable for all
expenses with respect to the period prior to the Closing and Purchaser liable for all
expenses with respect to the period from and after the Closing (subject to the terms of
the Equipment Lease and Facilities Use Agreement as defined in Section 4.01). 



     (a)    
          Proration of Taxes. All real estate taxes (including school, park, utility and
          special assessments, if any) and all personal property taxes which are assessed
          or assessable against the Property and Personal Property (collectively,
          “Taxes”) for the period in which the Closing occurs shall be prorated
          between Purchaser and Seller as of the Closing in accordance with local custom
          for commercial real estate transaction, based on the most recent tax bills then
          available. Seller has no Actual Knowledge (as defined in Section 3.02) of any
          unpaid assessments presently outstanding against the Property excepting
          customary real estate taxes not yet due and payable (subject to allocation as
          provided in the immediately preceding sentence), and any unpaid assessments or
          installments thereof now appearing as a matter of public record. Seller shall be
          responsible to pay for all installments of municipal or other governmental
          assessments levied against the Property prior to the execution of this Agreement
          or levied against the Property after the execution of this Agreement by reason
          of work ordered, commenced and completed prior to the execution of this
          Agreement, to the extent such installments become due and payable prior to
          Closing; and, if Closing occurs, Purchaser shall be responsible to pay for all
          installments of the foregoing becoming due and payable after Closing and for all
          assessments levied against the Property after the execution of this Agreement by
          reason of work or improvements ordered, commenced or completed after the
          execution of this Agreement, if any. 





5








     (b)    
          Proration of Expenses. Utility charges (but excluding any utility deposits) and
          amounts paid or payable under the Service Contracts shall be prorated between
          Seller and Purchaser as of the Closing. 



     (c)    
          Estimates. If the actual amount of any items to be prorated between Seller and
          Purchaser cannot be determined as of the Closing Date, Seller and Purchaser
          shall make reasonable estimates of such amounts (based upon past amounts, if
          known) at Closing and prorate based upon such estimated amounts. When the actual
          amounts of such estimated amounts become known, Seller and Purchaser shall
          reprorate such items and the credit, if any, to either party shall be paid by
          the other party within ten (10) days after such proration. The provisions of
          this Section 2.05(c) shall survive the Closing. 



        2.06
Services-in-Kind  




        Part
of the Purchase Price (in the amount of Two Hundred and Fifty Thousand and 00/100
(US$250,000.00) Dollars) will be paid by the provision of services by Purchaser or
Purchaser’s affiliates to Seller or Seller’s affiliates on or after the Closing
having a fair market value equivalent to Two Hundred and Fifty Thousand and 00/100
(US$250,000.00) Dollars. Subsequent to the execution of this Agreement and prior to
Closing, Purchaser and Seller shall enter into a mutually acceptable agreement setting out
the terms and conditions relating to the provision of such services (the “Services
Agreement”). 



ARTICLE 3 

REPRESENTATIONS AND
WARRANTIES 



        3.01
Independent Evaluation; "AS-IS" and "WHERE-IS" Sale  




        PURCHASER
HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE TRANSACTION
CONTEMPLATED HEREBY. PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT, IN PERFORMING ITS
DUE DILIGENCE, PURCHASER HAS REVIEWED THE TITLE TO AND THE PHYSICAL CONDITION OF THE
PROPERTY AND THE PERSONAL PROPERTY, AND THAT, SUBJECT TO SECTION 1.04, IT HAS CONDUCTED
SUCH INDEPENDENT DUE DILIGENCE AS IT DEEMED APPROPRIATE IN CONNECTION WITH THE PURCHASE OF
THE PROPERTY AND PERSONAL PROPERTY, AND HAS NOT ASSUMED THE COMPLETENESS OR ACCURACY (IN
THE CASE OF THIRD PARTY INFORMATION) OF ANY INFORMATION THAT SELLER PROVIDED OR MADE
AVAILABLE TO PURCHASER, WHETHER WRITTEN OR ORAL, OR IN THE FORM OF APPRAISALS, MAPS,
SURVEYS, PLOTS, SOIL REPORTS, ENGINEERING STUDIES, ENVIRONMENTAL STUDIES, INSPECTION
REPORTS, PLANS, SPECIFICATIONS, DUE DILIGENCE REPORTS, OR ANY OTHER INFORMATION PERTAINING
TO THE PROPERTY, THE PERSONAL PROPERTY AND THE LICENSES. 





6









        THE
PROPERTY AND PERSONAL PROPERTY IS BEING PURCHASED AND SOLD “AS-IS”,
“WHERE-IS” and “WITH ALL FAULTS” AND WITHOUT ANY RECOURSE OR WARRANTY
WHATSOEVER (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT), INCLUDING, WITHOUT
LIMITATION, WARRANTIES WITH REGARD TO THE CONDITION OF THE PROPERTY AND PERSONAL PROPERTY,
AND ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND HABITABILITY. THE
PURCHASE PRICE AND THE TERMS AND CONDITIONS SET FORTH HEREIN ARE THE RESULT OF
ARM’S-LENGTH BARGAINING BETWEEN ENTITIES FAMILIAR WITH TRANSACTIONS OF THIS KIND.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, NOR ITS EMPLOYEES,
REPRESENTATIVES, ATTORNEYS, AGENTS, OFFICERS OR DIRECTORS HAVE MADE OR MAKE ANY
STATEMENTS, REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT
LIMITATION, ANY RELATING TO: (A) THE VALUE OF THE PROPERTY AND PERSONAL PROPERTY; (B) THE
VALIDITY OF ANY THIRD PARTY REPORT OR DOCUMENT RELATED TO THE PROPERTY AND PERSONAL
PROPERTY FURNISHED BY SELLER TO PURCHASER; AND (C) THE CONDITION OF TITLE TO THE PROPERTY
AND PERSONAL PROPERTY. 



        EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER SHALL RELY ONLY UPON ANY TITLE
INSURANCE OBTAINED BY PURCHASER WITH RESPECT TO THE TITLE AND OWNERSHIP TO THE PROPERTY,
AND SHALL BEAR ALL RISKS AND CLAIMS WITH RESPECT TO: (A) USE AND OCCUPANCY OF THE PROPERTY
AND (B) CLAIMS RELATED TO THE PROFITABILITY, VALUE OR PHYSICAL CONDITION OF THE PROPERTY
OR THE PERSONAL PROPERTY. 



        SELLER
IS ONLY SELLING THE PROPERTY AND PERSONAL PROPERTY AND ASSIGNING THE LICENSES AND SERVICE
CONTRACTS AND NO BUSINESS OPERATIONS, CUSTOMERS, REVENUE OR INCOME IS BEING CONVEYED OR
TRANSFERRED BY SELLER TO PURCHASER AS PART OF THIS TRANSACTION. 



		
		
		
		
		
	
	

	Purchaser's Initials	Seller's Initials








        3.02
Seller’s Representations and Warranties  




        Seller
represents and warrants to Purchaser as follows as of the Effective Date and to be
restated effective (A) as of the Closing Date and (B) with respect to the representations
and warranties set forth in subsections (a), (b), (c), (e), (g), (i) and (j) (insofar as
they relate solely to the Licenses (but only with respect to any change resulting from
Seller’s acts with respect to the Licenses after the Closing Date)), as of the FCC
Assignment Date (as defined in Article 15): 





7








     (a)    
          Seller is a corporation duly organized and validly existing in good standing
          under the laws of the State of Delaware. 



     (b)    
          Seller has all requisite power and authority to enter into and perform and carry
          out this Agreement and the transactions contemplated hereby. Seller has taken
          all requisite action to authorize the execution and delivery of this Agreement
          and the performance and delivery of this Agreement and the performance and
          consummation of the transactions contemplated hereby. This Agreement has been
          duly executed and delivered on behalf of Seller and constitutes the valid,
          binding and enforceable obligation of Seller. The documents to be delivered by
          Seller pursuant to Sections 4.01 and 4.02, upon execution and delivery thereof,
          constitute the valid, binding and enforceable assignments, conveyances and
          transfers of Seller, except as enforcement may be limited by applicable
          bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
          creditors’ rights generally, or by principles governing the availability of
          equitable remedies. 



     (c)    
          Neither the execution and delivery of this Agreement by Seller and all documents
          contemplated hereby nor the consummation of the transactions contemplated hereby
          will, after the giving of notice or the lapse of time, conflict with, result in
          a breach of, or constitute a default under the constituent documents of Seller,
          nor: (i) will result in a material breach of any agreement, commitment or
          arrangement, to which Seller is a party; (ii) will result in the creation by or
          through Seller of any lien or encumbrance on or affecting the Property, the
          Personal Property or the Licenses; (iii) to the Actual Knowledge of the Seller,
          subject, with respect to the Licenses, to the FCC Approvals (as defined in
          Section 15.01(a)), will violate the terms and conditions of any Licenses; (iv)
          to the Actual Knowledge of the Seller, subject, with respect to the Licenses, to
          the FCC Approvals, will violate the Communications Act or the rules or
          regulations of the FCC; or (v) to the Actual Knowledge of the Seller, subject,
          with respect to the Licenses, to the FCC Approvals, will result in the loss,
          suspension, revocation or adverse modification of any of the Licenses. 



     (d)    
          Seller will transfer good title to the Personal Property to Purchaser free and
          clear of all liens and encumbrances and will also transfer good, marketable and
          insurable title to the Real Property to Purchaser free and clear of all liens
          and encumbrances (other than Permitted Encumbrances). The conveyance documents
          to be delivered to Purchaser by Seller at the Closing will be in a form and
          substance sufficient to vest in Purchaser, or its permitted assigns, good title
          to the Personal Property free and clear of all liens and encumbrances and good,
          marketable and insurable title to the Property free and clear of all liens and
          encumbrances (other than the Permitted Encumbrances). 



     (e)    
          No consents or approvals by Seller’s owners, lenders or other private third
          parties are required to be made or obtained by the Seller in connection with the
          execution, delivery or performance by the Seller of this Agreement, or to
          transfer the Property, Personal Property and Licenses. To the Actual Knowledge
          of the Seller and except for the FCC Approvals, no consents or approval of, or
          filings or registrations with, any regulatory authority are required to be made
          or obtained by the Seller in connection with the execution, delivery or
          performance by the Seller of this Agreement, or to transfer the Property,
          Personal Property and Licenses, other than any consents, approvals, filings or
          registrations, the absence of which would not reasonably be likely to limit or
          prevent the transfer of the Property, Personal Property and/or the Licenses
          pursuant to this Agreement. 




8








     (f)    
          To the Actual Knowledge of the Seller (A) except as may be disclosed in
          documentation provided to the Purchaser prior to execution of this Agreement,
          none of the Property (including soils, groundwater, surface water, buildings or
          other structures) is contaminated with any hazardous substance, although some
          hazardous substances (such as fuel, kerosene, battery acid and cleaning agents)
          are stored or used on the Property in a manner that does not violate applicable
          law; (B) except as may be disclosed in documentation provided to the Purchaser
          prior to execution of this Agreement, the Seller is not subject to liability for
          any hazardous substance disposal or contamination with respect to the Property
          or the Personal Property; (C) except as may be disclosed in documentation
          provided to the Purchaser prior to execution of this Agreement, the Seller has
          not received any written notice, demand, letter, claim or request for
          information alleging that it or any of its affiliates may be in violation of or
          subject to liability under any environmental laws or regulations with respect to
          the Property or the Personal Property; and (D) the Seller is not subject to any
          order, decree, injunction or other arrangement with any governmental entity or
          any indemnity or other agreement with any third party relating to liability
          under any environmental law or regulation, or relating to hazardous substances
          with respect to the Property or the Personal Property. 



     (g)    
          To the Actual Knowledge of the Seller, (i) there are no pending or threatened
          litigation or administrative proceeding which might or could adversely affect
          the Property and/or the Personal Property and/or the Licenses, and (ii) neither
          Seller nor any of its affiliates is a party to or subject to the provisions of
          any judgment, order, writ, injunction, decree or award of any governmental
          entity relative to the Property, the Personal Property or Licenses that has not
          been fully satisfied and discharged. 



     (h)    
          To the Actual Knowledge of the Seller, the Property: (A) has legal access to
          public roads or streets; and (B) is served by an electric utility. 



     (i)    
          The Licenses are in full force and effect and are current and, to the Actual
          Knowledge of the Seller, no suspension or cancellation of any of them is
          threatened or is reasonably likely. To the Actual Knowledge of the Seller,
          Seller has all permits, licenses, authorizations, orders and approvals of a
          material nature that are required in order to permit the Seller to own and
          operate the Property and Personal Property in compliance with the Licenses. For
          certainty, the parties agree and acknowledge that the receive-only antenna
          listed in Exhibit E is not registered with the FCC. 



     (j)    
          Seller has no Actual Knowledge of any tax appeals or increases in tax
          assessments pending or proposed with respect to the Property, Personal Property
          and/or Licenses and all taxes due on any of the Property, Personal Property
          and/or Licenses have been paid in full or will be paid in full on Closing;
          provided, however, if taxes, except with respect to the Property, have not been
          paid in full on or before Closing, Seller shall not be in breach if Seller shall
          comply with the provisions of Section 3.02(m) with respect to taxes. 




9








     (k)    
          Seller has no Actual Knowledge of and has received no orders, notices or
          directives from or issued by any governmental entity requiring that any work,
          repairs, construction, alterations, improvements or installations be performed
          or asserting or declaring any violation of any federal, state, county or
          municipal laws, ordinances, codes, rules, regulations, orders, requirements,
          covenants, conditions, restrictions and matters of record that are currently
          pending or have not been resolved and no issuance of such orders is to the
          Actual Knowledge of the Seller pending or threatened. 



     (l)    
          No work has been done or ordered, or materials furnished in or about the
          Property, for which the statutory period for filing any mechanic’s or
          materialmen’s lien has not expired and for which full payment has not been
          made and there are no such mechanic’s or materialmen’s lien (whether
          or not perfected) on or affecting the Property. If such work shall be done or
          ordered or materials furnished, the same shall be paid for in full by Seller
          prior to Closing and Seller shall so certify by affidavit at the Closing in
          order that the Title Company’s mechanic’s lien exception shall be
          removed from Purchaser’s Title Policy without additional cost, charge or
          premium. 



     (m)    
          The transfer of the Property, the Personal Property and the Licenses to
          Purchaser shall not create any liability or lien under any of the provisions of
          Pennsylvania law commonly referred to as the “bulk sales statutes.” If
          applicable, Seller shall timely provide all notices and file all required
          returns and applications as required under applicable law for the purpose of
          obtaining and presenting to the Title Company at Closing a clearance certificate
          showing that all reports and returns have been filed and all taxes payable by
          Seller have been paid up to the Closing Date. In the event that any such
          clearance certificate is not available on or before Closing, then Seller shall
          deposit such sums with the Title Company which shall include, at
          Purchaser’s option, all sums shown on any lien certificate obtained, plus
          the parties’ reasonable estimate of those unsettled or undetermined
          liabilities of Seller, as may be reasonably required to protect Purchaser
          against loss by reason of the non-payment of Seller of all taxes and other sums
          payable by Seller to date of conveyance and Seller’s failure to obtain and
          deliver clearance certificates showing that all reports have been filed with the
          Commonwealth of Pennsylvania and that all such taxes and other sums have been
          paid, and the parties and the Escrow Agent shall enter into a reasonably
          acceptable escrow agreement with respect thereto. Seller, by written agreement,
          will agree to and shall indemnify, defend and save harmless Purchaser and
          Purchaser’s Representatives from and against any and all liability, loss,
          damage, claims, costs (including, but not limited to, reasonable legal fees and
          court costs), damages or expenses incurred by or asserted against Purchaser or
          Purchaser’s Representatives that may arise from Seller’s failure to
          pay any tax due and owing to the Commonwealth of Pennsylvania or to provide
          proper notice under any “bulk sales statute” or to deliver such
          certificate, or for any tax liability of Seller. 



        For
the purposes of this Agreement, “Actual Knowledge” means the actual knowledge,
without investigation, of Patrick M. Enright, Vice President – Network Services,
Telesat Canada (the indirect parent of Seller), who has been responsible for Hawley
Teleport since the Hawley Teleport was acquired from Loral Skynet Corporation (which
operated the Hawley Teleport prior to Seller), Rich Currier, the former President of Loral
Skynet Corporation, who was responsible for Hawley Teleport until the acquisition of the
Hawley Teleport by Seller, and Colin Bell, Deputy General Counsel, Telesat Canada, and
formerly Deputy General Counsel of Loral Skynet Corporation. 




10








        If
the Purchaser learns of or discovers any breach of Seller’s representations or
warranties or of the inaccuracy of any representation or warranty set forth in this
Section 3.02 Purchaser shall immediately give Seller written notice specifying the nature
of such breach or inaccuracy; provided, however, that the non-delivery of such notice
shall not affect Purchaser’s right to indemnification or other remedies pursuant to
this Agreement or at law. 



        Notwithstanding
anything to the contrary contained in this Agreement or at law, if at or prior to the
expiration of the Due Diligence Period, Purchaser or Purchaser’s Representatives
discover or learn that Seller has breached in a material manner any of Seller’s
representations or warranties set forth in this Section 3.02, or that any of Seller’s
representations or warranties set forth in this Section 3.02 are false, incorrect or
inaccurate in any material respect, Purchaser’s exclusive remedies shall be as set
forth in Section 1.04(a). 



        3.03
Purchaser’s Current Representations and Warranties  




        As
of the Effective Date, Purchaser represents and warrants to Seller as follows: 



     (a)    
          Purchaser is a corporation, duly organized, validly existing and in good
          standing under the laws of the State of Delaware, and, upon the Closing, it or
          its permitted assignee will be duly registered and authorized to do business in
          the Commonwealth of Pennsylvania. 



     (b)    
          Purchaser has the requisite power and authority to enter into, perform and carry
          out this Agreement and the transactions contemplated hereby, including without
          limitation, the purchase of the Property and the Personal Property. 



     (c)    
          This Agreement has been duly executed and delivered by Purchaser and constitutes
          the valid, binding and enforceable obligation of Purchaser, except as
          enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
          moratorium or similar laws affecting creditors’ rights generally, or by
          principles governing the availability of equitable remedies. 



     (d)    
          Neither the execution, delivery and performance of this Agreement by Purchaser
          and all documents contemplated hereby nor the consummation of the transactions
          contemplated hereby will, after the giving of notice or the lapse of time,
          conflict with, result in a breach of, or constitute a default under: (i) any
          term or provision of Purchaser’s constituent entity documents; (ii) any
          agreement, commitment or arrangement to which Purchaser is bound; nor (iii) any
          federal, state or local law, statute, ordinance, rule or regulation or any other
          law or court or administrative judgment, order or process to which Purchaser is
          bound, provided that, with respect to the Licenses, the FCC Approvals have been
          obtained. 



        3.04
Purchaser’s Closing Date Representations and Warranties  




        As
of the Closing Date, Purchaser represents and warrants to Seller as follows: 



     (a)    
          The representations, warranties and covenants set forth in Section 3.03 are
          incorporated by reference herein and are made as of the Closing Date. 





11









     (b)    
          The performance and consummation by Purchaser of the transactions contemplated
          herein to be performed by Purchaser hereunder have been duly authorized by any
          and all action necessary by Purchaser. All documents executed in connection
          herewith, upon execution and delivery thereof by Purchaser, constitute valid,
          binding and enforceable obligations of Purchaser, except as enforcement may be
          limited by applicable bankruptcy, insolvency, reorganization, moratorium or
          similar laws affecting creditors’ rights generally, or by principles
          governing the availability of equitable remedies. 







     (c)    
          Purchaser has consulted with and has been advised by consultants that are
          knowledgeable in matters it deems relevant or material to this transaction, and,
          subject to Section 1.04, that it has either made all of the inspections and
          investigations Purchaser deems necessary or desirable in connection with its
          purchase of the Property, the Personal Property, and the assignment of the
          Licenses and the Service Contracts and/or it has made sufficient investigations
          and inspections for its own purposes and has accordingly decided to purchase the
          Property, Personal Property, and take an assignment of the Licenses and the
          Service Contracts on the basis set forth herein. Except as set forth in Section
          1.04, Purchaser has inspected the Property and Personal Property, the current
          physical condition and state thereof, and, except as expressly set forth herein,
          shall rely on its own inspection and Due Diligence. 



ARTICLE 4 

SELLER’S CLOSING
OBLIGATIONS 



        4.01
Documents  




      At
the Closing, Seller shall:



     (a)    
          Deliver to Purchaser a Special Warranty Deed (“Deed”) in the form
          attached hereto as Exhibit H and made a part hereof, duly executed by Seller. 



     (b)    
          Deliver to Purchaser such instruments as are necessary or reasonably required by
          Purchaser and Title Company to evidence the authority of Seller and its
          signatories to execute this Agreement and the other documents to be executed by
          Seller in connection with the transaction contemplated herein. 



     (c)    
          Deliver to Purchaser a certificate of Seller certifying that Seller is not a
          “foreign person” within the meaning of Section 1445 of the Internal
          Revenue Code, as amended, in the form set forth in Treasury Regulations Section
          1.1445-2. 



     (d)    
          Deliver to Purchaser a certificate of good standing for Seller, issued by the
          Secretary of State of the State of Delaware, dated within ten (10) days of the
          Closing Date. 



     (e)    
          Duly complete all tax forms required to be completed by Seller at law and cause
          all such forms to be filed at the Closing or the required due date (subject to
          the obligation of Purchaser under Section 5.01). 



     (f)    
          Deliver to Purchaser a Bill of Sale and Assignment and Assumption Agreement with
          respect to the Personal Property and the Service Contracts in the form attached
          hereto as Exhibit I and made a part hereof. 




12








     (g)    
          Deliver to Purchaser and Title Company customary owner’s affidavits,
          releases or discharges of mortgage liens and tax clearance, subject to Section
          3.02(m), and other documents to the extent applicable to the Property and the
          Personal Property, as may be necessary for the issuance of the Title Policy in
          accordance with the terms of this Agreement. 



     (h)    
          Deliver to Purchaser title to the Property in the condition set forth in Section
          8.01. 



     (i)    
          Seller shall have cured the matters which Seller shall have agreed to cure
          pursuant to Section 1.04. 



     (j)    
          Deliver to Purchaser duly executed copies of (i) the Services Agreement (subject
          to Section 5.01), and (ii) the Equipment Lease and Facilities Use substantially
          in the form attached hereto as Exhibit J (the “Equipment Lease and
          Facilities Use Agreement”). 



     (k)    
          Deliver to Purchaser an assignment of the Service Contracts and an
          indemnification for any liability under the Service Contracts arising prior to
          Closing. 



        4.02
Other Documents  




        On
or before the Closing Date, Seller shall also deliver any other documents specifically
required by this Agreement to be delivered by Seller. 



        4.03
Payment Obligations  




        Seller
shall instruct Escrow Agent to pay Seller’s payment obligations due at Closing out of
the Purchase Price. 



        4.04
Seller’s Closing Obligations  




        Seller’s
obligations under this Article 4 are called “Seller’s Closing Obligations”. 



        4.05
Removal of Excluded Property  




        Seller
shall make reasonable commercial efforts to remove the Excluded Assets from the Property
by Closing. However, if any Excluded Assets remain on the Property at Closing, Purchaser
shall allow Seller to enter onto the Property on reasonable notice for a period of two (2)
weeks after Closing to remove any such remaining Excluded Assets; provided, however, that
in the event the Excluded Assets are removed after the Closing, Seller shall indemnify and
hold Purchaser harmless against any Losses caused to the Property and/or the Personal
Property or other property of Purchaser as a result of the removal of the Excluded Assets
subject to the amount limitation set forth in Section 12.04. 




13








ARTICLE 5 

PURCHASER’S
CLOSING OBLIGATIONS 



        5.01
Delivery  




        At
the Closing, Purchaser shall deliver to Seller the Purchase Price (less the Deposit and
interest thereon) in immediately available good U.S. funds as it may be adjusted under
Section 2.05, and duly executed copies of (i) the Services Agreement, and (ii) the
Equipment Lease and Facilities Use Agreement; provided, however, and notwithstanding
anything to the contrary in this Agreement, if the FCC Approvals have been received by
Closing, the parties shall not enter into the Equipment Lease and Facilities Use
Agreement. Notwithstanding any provision to the contrary contained in this Agreement,
Seller shall have the unilateral right to waive the requirement for the Services Agreement
to have been executed by both parties on Closing, provided, however, that the parties
shall be obligated to continue to negotiate and enter into a Services Agreement as soon as
possible after Closing. 



        5.02
Other Documents  




        At
Closing, Purchaser shall deliver to Seller an assumption of the Service Contracts and
indemnification for any liability under the Service Contracts first arising from and after
Closing and any other documents and perform any other obligations required by this
Agreement to be delivered or performed by Purchaser. 



        5.03
Forms  




        Purchaser
shall duly complete and execute all required conveyance tax forms and cause all such forms
to be filed by the Escrow Agent at Closing. 



        5.04
Payment Obligations  




        Purchaser
shall complete all other payment obligations due at Closing, including without limitation,
the payments set forth in Article 9, and Sections 6.01 and 6.03 below. 



        5.05
Purchaser’s Closing Obligations  




        Purchaser’s
obligations under this Article 5 are called “Purchaser’s Closing
Obligations”. 



ARTICLE 6 

CLOSING EXPENSES 



        6.01
Purchaser’s Costs  




        Purchaser
shall pay the Commonwealth of Pennsylvania stamp taxes, transfer taxes, conveyance taxes
and sales and use taxes applicable to the transfer of title to the Property, the Personal
Property and the Licenses, and all costs associated with (e.g., title search costs) the
premium for the Title Policy, the costs of the Survey, and the fees and costs of
Purchaser’s legal counsel. 




14








        6.02
Seller’s Costs  




        Seller
shall pay the fees and costs of Seller’s legal counsel. 



        6.03
Closing Costs  




        Seller and
Purchaser shall each pay one-half (1/2) of the escrow fees and all fees for recordation of
title instruments. The provisions of this Article 6 shall survive the Closing or, if the
Closing does not occur, the termination of this Agreement. 



ARTICLE 7 

BROKERS 



        7.01
Brokers  




        Seller
has retained Davis R. Chant Realtors, Inc. (“Broker”) in connection with the
sale of the Property. To the extent Broker is due a commission as a result of the sale of
the Property, Seller shall pay Broker such commission. Except for Broker, Seller and
Purchaser each represents and warrants to the other that it has not engaged any other
finder, broker or real estate agent in connection with this transaction; provided,
however, that Purchaser may be required to pay Bruce Allen a fee upon the sale of the
Property pursuant to an agreement between Purchaser and Mr. Allen. Each party hereto shall
indemnify, defend and hold harmless the other party from and against any and all costs,
claims and expenses, including attorneys’ fees, arising out of any claim by any
person or entity, claiming to be entitled to a fee, commission or charge as a result of
services allegedly rendered to or as a result of having dealt with the indemnifying party
in connection with this Agreement or the Property, the Personal Property or the Licenses,
provided, however, that Purchaser shall not be required to indemnify Seller for any amount
due to the Broker and Seller shall not be required to indemnify Purchaser for any amount
due to Mr. Allen. The provisions of this Section 7.01 shall survive the Closing or, if the
Closing does not occur, the termination of this Agreement. 



ARTICLE 8 

TITLE; TITLE INSURANCE 



        8.01
Title  




        At
Closing, Seller shall convey the Property to Purchaser subject only to: (a) the Permitted
Encumbrances; and (b) matters which may be created or suffered by Purchaser (collectively,
the “Permitted Exceptions”). At Closing, Seller shall transfer the Personal
Property to Purchaser free and clear of all liens and encumbrances. 



ARTICLE 9 

CLOSING MATTERS 



        9.01
Closing  




        The
“Closing” referred to in this Agreement shall be deemed to have taken place upon
the delivery of all requisite documents and the “Closing Date” referred to in
this Agreement shall be the date of delivery of the Deed to Purchaser. Subject to the
satisfaction of Purchaser’s Conditions (Article 10) and Seller’s Conditions
(Article 11) or the waiver of a condition not met, the Closing shall take place on May 1,
2008, or as mutually agreed upon by Seller and Purchaser (“Scheduled Closing
Date”). Except as provided in Section 9.02, the Scheduled Closing Date may not be
extended without the written approval of both Seller and Purchaser. The Licenses shall not
be assigned or transferred until the FCC Assignment Date as defined in Section 15.01(f). 




15








        9.02
Pre-Closing  




        Seller
and Purchaser shall pre-close at the offices of Title Company or at such other place as
may be mutually agreed upon, two (2) Business Days prior to the Scheduled Closing Date,
where the execution of required documents (“Closing Documents”) shall take place
and all items to be delivered at the Closing shall be delivered to Escrow Agent. Upon
Escrow Agent’s confirmation of receipt of the Purchase Price in immediately available
good U.S. funds and upon Escrow Agent’s irrevocable commitment to release such funds
to Seller promptly following the Closing (subject to adjustment in accordance herewith),
Escrow Agent shall cause the requisite Closing Documents to be released and delivered to
the parties and filed and/or recorded in the Office of the Recorder of Deeds of Pike
County, Pennsylvania. 



ARTICLE 10 

PURCHASER’S
CONDITIONS 



        10.01
Purchaser’s Conditions  




        Purchaser’s
obligation to purchase the Property and the Personal Property and to assume the rights and
obligations under the Service Contracts shall be subject to the following conditions
(collectively, the “Purchaser’s Conditions”): 



     (a)    
          As of the Closing Date, all of the representations and warranties by Seller
          hereunder shall be true and correct in all material respects as if made on the
          Closing Date, except for any representations and warranties that Purchaser or
          Purchaser’s Representatives have discovered not to be true and correct as a
          result of its Investigations or otherwise disclosed to or discovered by
          Purchaser or Purchaser’s Representatives prior to the expiration of the Due
          Diligence Period. 



     (b)    
          As of the Closing Date, Seller shall have performed all of Seller’s Closing
          Obligations. 



     (c)    
          Notwithstanding any provision to the contrary contained in this Agreement, it
          shall not be a condition of Closing that some or all of the Service Contracts be
          assigned to Purchaser, provided Seller used commercially reasonable efforts to
          assign such Service Contracts. 



        10.02
Extension  




        In
the event that any one or more of Purchaser’s Conditions is not satisfied and
completed in all material respects by the Scheduled Closing Date, subject to extensions
only as set forth herein, Purchaser, by written notice to Seller, shall either: (i) waive
the condition not met (or the exception not removed) and proceed with Closing; or (ii)
agree to an extension of the Scheduled Closing Date not to exceed three (3) days. Any
condition which is specifically and intentionally waived in writing by Purchaser for
purposes of Closing shall be a waiver for all purposes including a waiver of all remedies
for any breach by Seller of Seller’s covenants (if any) with respect to such
condition. If such condition is not satisfied within the three (3) day extension period
and Purchaser does not waive such condition and proceed to Closing, this Agreement shall
automatically terminate whereupon the Deposit shall be returned to Purchaser by Escrow
Agent immediately upon Purchaser’s demand and Purchaser shall be entitled to pursue
its legal and/or equitable remedies subject to the limitations contained in Article 12. 





16








ARTICLE 11 

SELLER’S
CONDITIONS 



        11.01
Seller’s Conditions  




        Seller’s
obligation to sell the Property and the Personal Property and to assign the rights and
obligations under the Service Contracts shall be subject to the following conditions
precedent (collectively, the “Seller’s Conditions”): 



     (a)    
          As of the Closing Date, there shall be no uncured breach by Purchaser of its
          covenants and obligations hereunder. 



     (b)    
          Purchaser shall have timely made all deposits and payments required hereunder
          and shall have performed all of Purchaser’s Closing Obligations. 



        11.02
Extension  




        In
the event that any of Seller’s Conditions is not satisfied and completed in all
material respects by the Scheduled Closing Date, then Seller, by written notice to
Purchaser, shall: (i) waive the condition not met and proceed with Closing; or (ii) agree
to a three (3) day extension of the Scheduled Closing Date. Seller’s election to
waive the condition not met shall waive any claim Seller may have for any breach by
Purchaser with respect to any condition waived. If such condition is not satisfied within
the three (3) day extension period and Seller does not waive any such condition and
proceeds to Closing, this Agreement shall automatically terminate and the Deposit shall be
immediately remitted to Seller and Seller shall be entitled to pursue its legal and/or
equitable remedies subject to the limitations contained in Article 12. 



ARTICLE 12 

REMEDIES AND
INDEMNIFICATION 



        12.01
Seller’s Election  




        In
the event the sale of the Property, the Personal Property and/or the assignment of the
Licenses as contemplated hereunder is not timely consummated because of a default under
this Agreement on the part of Purchaser, and Seller is not in default beyond any
applicable notice and cure period, Seller may cancel this Agreement and be paid the
Deposit and all accrued interest as a pre-estimate of Seller’s damages and not as a
penalty and Seller may enforce such other legal and/or equitable rights as it may have up
to a total aggregate amount under this Agreement not to exceed Two Million and 00/100
(US$2,000,000.00) Dollars, and in no event shall Purchaser be liable for indirect,
consequential or punitive damages. 




17








        12.02
Purchaser’s Election  




        In
the event (i) the sale of the Property, the Personal Property and/or assignment of the
Licenses as contemplated hereunder is not timely consummated because of a default under
this Agreement on the part of Seller, and Purchaser is not in default beyond any
applicable notice and cure period, or (ii) there is a material breach of a representation
or warranty of Seller that is contained in this Agreement, except for a material breach of
a representation or warranty discovered by Purchaser or Purchaser’s Representatives
in connection with the Investigations or otherwise disclosed to or discovered by Purchaser
or Purchaser’s Representatives prior to the expiration of the Due Diligence Period,
and subject to Seller’s right to cure within the applicable cure period,
Purchaser’s exclusive remedies shall be (at Purchaser’s sole discretion):
(a) to cancel this Agreement and to receive a refund of the Deposit and all accrued
interest, (b) to seek specific performance against Seller, (c) agree with Seller
on an adjustment to the Purchase Price to reflect the default, inaccuracy or breach, as
applicable, or (d) enforce such other legal and/or equitable rights as it may have up
to a total aggregate amount under this Agreement not to exceed Two Million and 00/100
(US$2,000,000.00) Dollars, and in no event shall Seller be liable for indirect,
consequential or punitive damages. 



        12.03
Notice and Cure  




        Except
for the failure of a party to proceed to Closing in breach of this Agreement, if a party
is otherwise in default under this Agreement, the non-defaulting party may not terminate
this Agreement or exercise its other rights until after the non-defaulting party has given
ten (10) days’ notice of default to the defaulting party and such party has failed to
cure such default within such period. 



        12.04
Indemnification  




         (a)       
          Seller shall indemnify Purchaser and its directors, officers, stockholders,
          representatives, agents, successors and assigns (each, a “Purchaser
          Indemnitee”) against, and hold them harmless from, any loss, liability,
          claim, damage or expense (including reasonable legal fees and expenses)
          (collectively, “Losses”), incurred by or imposed upon any Purchaser
          Indemnitee that results from, arises out of, or relates to: 



          		    (i)       
               any material inaccuracy in or material breach of any representation or warranty
               of Seller that is contained in this Agreement or in any agreement, certificate
               or other instrument delivered by Seller pursuant to this Agreement, except for a
               material inaccuracy or material breach of a representation or warranty
               discovered by Purchaser or Purchaser’s Representatives in connection with
               the Investigations or otherwise disclosed to or discovered by Purchaser or
               Purchaser’s Representatives prior to the expiration of the Due Diligence
               Period, and subject to Seller’s right to cure in accordance with Section
               1.04; 



               



          		    (ii)       
               any material breach or material non-performance of any covenant or agreement of
               Seller that is contained in this Agreement or in any agreement, certificate or
               other instrument delivered by Seller pursuant to this Agreement; and 



               








		    (iii)       the
Excluded Property, to
a total aggregate amount under this Agreement not to exceed Two Million and 00/100
(US$2,000,000.00) Dollars (for avoidance of doubt, the total liability of Seller under
this Agreement, including under Sections 12.02 and this Section 12.04(a), shall not exceed
Two Million and 00/100 (US$2,000,000.00) Dollars), and in no event shall Seller be liable
for indirect, consequential or punitive damages; provided, however, that
such limitations shall not apply to any claims resulting from (A) the fraud or willful
misconduct of Seller and (B) Section 3.02(m). 








18










         (b)       
          Purchaser shall indemnify Seller and its directors, officers, stockholders,
          representatives, agents, successors and assigns (each, a “Seller
          Indemnitee”) against, and hold them harmless from, any Losses, incurred by
          or imposed upon any Seller Indemnitee that results from, arises out of, or
          relates to: 



          		    (i)       
               any material inaccuracy in or material breach of any representation or warranty
               of Purchaser that is contained in this Agreement or in any agreement,
               certificate or other instrument delivered by Purchaser pursuant to this
               Agreement; and 



               



          		    (ii)       
               any material breach or material non-performance of any covenant or agreement of
               Purchaser that is contained in this Agreement or in any agreement, certificate
               or other instrument delivered by Purchaser pursuant to this Agreement, to
a total aggregate amount under this Agreement not to exceed Two Million and 00/100
(US$2,000,000.00) Dollars (for avoidance of doubt, the total liability of Purchaser under
this Agreement, including under Sections 12.01 and this Section 12.04(b), shall not exceed
Two Million and 00/100 (US$2,000,000.00) Dollars), and in no event shall Purchaser be
liable for indirect, consequential or punitive damages; provided, however,
that such limitations shall not apply to any claims resulting from the fraud or willful
misconduct of Purchaser.  



               





         (c)       
          The provisions of this Section 12.04 shall survive the Closing or, if the
          Closing does not occur, the termination of this Agreement, notwithstanding
          anything in this Agreement to the contrary. 



ARTICLE 13 

CASUALTY; CONDEMNATION 



        13.01
Casualty  




        In
the event that all or a substantial portion of the Property or Personal Property is
damaged or destroyed by fire or other casualty, whether or not insured against, then
Purchaser shall have the option to elect to do either of the following: 



         (a)       
          Purchaser may elect to terminate this Agreement by written notice to Seller
          given within ten (10) Business Days after Purchaser has received notice of such
          fire or other casualty, in which event: (i) neither Purchaser nor Seller shall
          thereafter have any obligations or liabilities hereunder except as expressly
          survive this termination of this Agreement, (ii) the Deposit (and all accrued
          interest) shall be returned to Purchaser, and (iii) all escrow and title
          cancellation charges shall be shared equally by Seller and Purchaser; or 




19








         (b)       
          Purchaser may elect to proceed to Closing by written notice to Seller given
          within ten (10) Business Days after Purchaser has received notice of such fire
          or other casualty, in which case on the Closing Date the Purchase Price and
          other payments shall not be reduced and any proceeds of insurance by reason of
          such damage or destruction to the Property and/or Personal Property shall be
          assigned and transferred to Purchaser. 



        13.02
Eminent Domain  




        In
the event that prior to the Closing Date, a governmental entity shall commence or give
notice of its intention to commence any eminent domain proceeding to take any portion of
the Property that is required to operate the telemetry, tracking and control facilities
located on the Property, then Purchaser shall have the option to elect to do either of the
following: 



     (a)    
          Purchaser may elect to terminate this Agreement by written notice to Seller
          given within ten (10) Business Days after Purchaser has received notice of such
          action of condemnation, in which event: (i) neither Purchaser nor Seller shall
          thereafter have any obligations or liabilities hereunder except as expressly
          survive this termination of this Agreement; (ii) the Deposit shall be returned
          to Purchaser; and (iii) all escrow and title cancellation charges shall be
          shared equally by Seller and Purchaser; or 



     (b)    
          Purchaser may elect to proceed to Closing by written notice to Seller given
          within ten (10) Business Days after Purchaser has received notice of such action
          or condemnation, in which case on the Closing Date the Purchase Price and other
          payments shall not be reduced and the award payable to Seller for such taking,
          if any, shall be assigned and transferred to Purchaser together with all right,
          title and interest in and to any award. In such event Seller shall have no
          obligation, responsibility, or liability to repair or restore the Property or
          any portion thereof. If Purchaser elects to proceed and if Closing was scheduled
          to take place at any time during the ten (10) Business Day period referred to in
          Section 13.02(a) above, at Purchaser’s option the Closing may be
          rescheduled to a later date within the ten (10) Business Day period upon at
          least forty-eight (48) hours’ prior written notice from Purchaser to
          Seller. 



ARTICLE 14 

ADDITIONAL COVENANTS
AND AGREEMENTS 



        14.01
Interim Obligations  




        During
the period between the Effective Date and the Closing Date (“Interim Period”): 



     (a)    
          Seller shall continue Seller’s customary normal maintenance of the Property
          and Personal Property and renewal of all Licenses (such renewals to be at
          Seller’s sole expense), but Seller shall not be obligated to continue
          Seller’s business operations at the Property after April 1, 2008 except as
          may be set forth in the Equipment Lease and Facilities Use Agreement. 



     (b)    
          Seller shall not make any material changes, alterations or improvements in or to
          the Property or the Personal Property without the prior approval in writing of
          Purchaser. Seller shall provide Purchaser with true copies of all material
          notices, correspondence, and reports relating to the Property, the Personal
          Property and Licenses within ten (10) days after receipt of any such items. 




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     (c)    
          Seller shall not, without Purchaser’s approval in writing, enter into any
          agreements affecting the Property, the Personal Property or the Licenses which
          cannot be canceled upon thirty (30) days’ notice without cost to Purchaser. 



     (d)    
          Seller shall not, without Purchaser’s prior approval in writing, transfer,
          convey, encumber or permit to be encumbered, the Property or the Personal
          Property or any part thereof or any interest therein, or any of the Licenses. 



     (e)    
          Seller shall not, without Purchaser’s prior written approval, seek or
          consent to any zoning change or variance with respect to the Property. 



     (f)    
          Seller shall not, without Purchaser’s prior approval in writing, amend or
          terminate any of the Service Contracts. 



        14.02
Access and Use During Interim Period  




        At
all reasonable times during the Interim Period, Purchaser and its authorized agents,
employees and representatives shall, upon reasonable notice to Seller, be accorded
reasonable and supervised by Seller access to the Property. If Purchaser has given Seller
reasonable notice of such proposed access, such access may be without Seller if Seller is
unwilling or unable to participate in such access. The foregoing rights shall be exercised
by Purchaser with minimum disturbance to Seller’s ownership and operation of the
Property. 



        14.03
Permits  




        Seller
shall maintain in effect until the Closing Date all Licenses and all insurance policies
insuring the Property and Personal Property with respect to casualty or personal injury or
death. 



        14.04
Purchaser’s Consent  




        Unless
otherwise specifically provided to the contrary, the consent or approval of Purchaser
required under the provisions of this Article 14 shall not be unreasonably withheld, or
delayed nor shall there be a fee charged therefor. 



ARTICLE 15 

ASSIGNMENT OF LICENSES 



        15.01
Assignment of FCC Licenses  




     (a)     Purchaser
          shall as soon as reasonably practicable following the date of execution of this
          Agreement, diligently prepare all documentation, effect all filings and obtain
          all permits, consents, approvals and authorizations in order to assign the
          Licenses to Purchaser, without amendment or modification (other than those
          modifications, such as a change in name of the holder, required to be made as a
          result of the assignment of the Licenses by Seller to Purchaser in accordance
          with the provisions of this Agreement), as soon as possible on or after the
          Closing (“FCC Approvals”). Seller agrees for a period of one (1) year
          from the Closing Date to use its commercially reasonable efforts to assist
          Purchaser obtain the FCC Approvals, including without limitation executing and
          delivering to Purchaser and to such other parties as necessary all required
          documents to enable the assignment of the Licenses to Purchaser as soon as
          possible on or after the Closing. 




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     (b)    
          Purchaser shall pay all filing fees, if any, required in connection with
          obtaining the FCC Approvals. 



     (c)    
          Purchaser covenants that is will use its commercially reasonable efforts to
          obtain as soon as reasonably practicable following the date of execution of this
          Agreement the approval of the U.S. Executive Branch agencies with national
          security responsibilities (“Team Telecom”) and the Committee on
          Foreign Investment in the U.S., if required, in order to convey the Licenses to
          Purchaser as soon as possible on or after the Closing. 



     (d)    
          Purchaser covenants that it will file and prosecute to approval the applications
          for FCC consent to assign the Licenses to Purchaser on a non-common carrier
          basis. 



     (e)    
          Purchaser shall keep Seller fully apprised of the status of the processing of
          the applications to assign the Licenses, including without limitation, providing
          to Seller copies of any correspondence from or to the FCC or other regulatory
          body. 



     (f)    
          The closing of the assignment of the Licenses shall take place four (4) Business
          Days following receipt of all FCC Approvals or such other date agreed in writing
          by the parties (the “FCC Assignment Date”); provided, however that the
          FCC Assignment Date shall not occur prior to the Closing. 



     (g)    
          As at the FCC Assignment Date, (i) Seller shall represent and warrant to
          Purchaser that it has the requisite power and authority to assign the Licenses
          to Purchaser, and (ii) Purchaser shall represent and warrant to Seller that it
          has the requisite power and authority to take an assignment of the Licenses. 



     (h)    
          On or prior to the FCC Assignment Date, each party covenants and agrees to
          execute and deliver all required documents to enable the assignment of the
          Licenses to Purchaser on the FCC Assignment Date. 



     (i)    
          Until the FCC Assignment Date: 



		    (i)        Seller
shall not, without the prior approval in writing of Purchaser (A) make           any
amendments to the Licenses, (B) enter into any agreements affecting the
          Licenses, or (C) transfer, convey, encumber or permit to be encumbered, any of
          the Licenses;  







		    (ii)        Seller
shall (at Purchaser’s cost after the Closing Date and at           Seller’s
cost prior to the Closing Date), continue to hold and renew all           Licenses and
make all filings, applications and registrations with all           regulatory
authorities required in connection with the Licenses; and  







		    (iii)        Purchaser
shall be responsible for all taxes due on any of the Licenses after           the Closing
Date.  








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     (j)    
          Subject to the terms of the Equipment Lease and Facilities Use Agreement, if the
          Equipment Lease and Facilities Use Agreement is entered into, it shall remain in
          effect at all times from the Closing Date until the FCC Assignment Date. 



ARTICLE 16 

NOTICES 



        16.01
Notices  




        All
notices and other communications permitted or required under this Agreement shall be in
writing and shall be hand delivered or sent by a courier or express service guaranteeing
overnight delivery, or sent by facsimile addressed to the parties at the addresses set
forth on the first page of this Agreement, if notice is being given to Seller (to the
attention of Patrick M. Enright), with a copy to: 




	 	Honigman Miller Schwartz and Cohn LLP

2290 First National Building

660 Woodward Avenue

Detroit, Michigan 48226

Attention: Jeffrey R. Kravitz, Esq.

Telephone: 313-465-7448

Fax: 313-465-7449
 










and,  if  notice  is  being  given
 to   Purchaser   (to  the   attention  of  David  Rivel  (Fax  No. (011-972-8-861-0501),
with copies to: 





	 	Ballard Spahr Andrews & Ingersoll, LLP

1735 Market Street

Philadelphia, PA 19103-7599

Attention: Richard R. Goldberg, Esq.

Telephone: 215-665-8500

Fax: 215-864-8999 







	 	
and 








	 	Naschitz, Brandes & Co.

5 Tuval Street

Tel Aviv 67897, Israel

Attention: Tuvia J. Geffen, Adv.

Telephone: 011-972-3-623-5000

Fax: 011-972-3-623-5005








Either party to this Agreement,
including any permitted assignee of Purchaser’s interests under this Agreement, shall
have the right to change the address and fax number for such party for purposes of
receiving notices under this Agreement by delivering written notice of such change of
address and fax number to the other parties in the manner provided for above. 




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ARTICLE 17 

MISCELLANEOUS
PROVISIONS 



        17.01
Survival  




     (a)    
          Closing – Representations and Warranties. All representations and
          warranties, of Seller or Purchaser set forth in this Agreement or in any
          certificate or other writing delivered pursuant hereto or in connection with the
          Closing shall survive the Closing for a period of twelve (12) months after the
          Closing Date, except that (A) the representations and warranties in Section
          3.02(f)(Environmental) shall survive the Closing for a period of twenty four
          (24) months after the Closing Date, and (B)(i) the representations and
          warranties in Sections 3.02(b)(Power and Authority), 3.02(d)(Title), but only as
          to the Personal Property, and 3.02(j)(Taxes), and (ii) the limited warranties in
          the Deed shall survive until the expiration of the applicable statute of
          limitations. 



         (b)       
          FCC Assignment Date – Representations and Warranties. All representations
          and warranties, of Seller or Purchaser set forth in this Agreement or in any
          certificate or other writing delivered pursuant hereto or in connection with the
          FCC Assignment Date shall survive the FCC Assignment Date for a period of twelve
          (12) months after the FCC Assignment Date, except that the representations and
          warranties in Sections 3.02(b)(Power and Authority) and 3.02(j)(Taxes) shall
          survive until the expiration of the applicable statute of limitations. 



        17.02
No Assignment  




        Neither
party shall assign this Agreement or any of its rights hereunder without the prior written
consent of the other party, which consent may be withheld in the other party’s
complete and sole discretion, and any such assignment without such consent shall be void.
Notwithstanding the foregoing, either party may assign this Agreement to one of its
affiliates without the consent of the other party. Notwithstanding any assignment of this
Agreement, the assigning party shall remain liable for the performance of all of the
assigning party’s obligations hereunder. 



        17.03
Integration  




        This
Agreement, the Exhibits hereto and any documents to be delivered pursuant to this
Agreement embody and constitute the full and entire understanding and agreement between
the parties with respect to the transactions contemplated herein, and all prior and
contemporaneous agreements, understandings, representations and statements between the
parties, whether expressed or implied, oral or written, are superseded by and merged into
this Agreement. Notwithstanding anything contained in this Agreement to the contrary,
neither party shall be liable or bound to the other in any manner by any representations,
warranties, covenants and agreements except as specifically set forth herein and therein.
Neither this Agreement nor any provision hereof may be waived, modified or amended except
by an instrument signed by the party against whom the enforcement of such waiver,
modification or amendment is sought, and then only to the extent set forth in such
instrument. 




24








        17.04
Law and Jurisdiction  




        This
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania. Purchaser and Seller stipulate that any suit or action
arising out of or in connection with the Property or the terms of this Agreement shall be
brought in the court of appropriate jurisdiction in Philadelphia County, Pennsylvania, or
in the United States District Court for the Eastern District of Pennsylvania, and
Purchaser and Seller each hereby submit to the jurisdiction of such courts for such
purposes. Each party may designate in writing an agent for receipt of process, but such
designation shall not be effective until actually received by the other party. EACH OF THE
PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 



        17.05
No Recordation  




        Neither
Purchaser nor Seller shall record this Agreement. 



        17.06
Captions  




        The
captions in this Agreement are inserted for convenience of reference only and in no way
define, describe or limit the scope or intent of this Agreement or any of the provisions
hereof. 



        17.07
Successors  




        This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns. 



        17.08
Binding Effect  




        This
Agreement shall not be binding or effective until properly executed and delivered by both
Seller and Purchaser and shall not be a written memorandum or offer subject to acceptance
or any other evidence of an agreement for the sale of real property for any purpose unless
so executed and delivered. 



        17.09
Gender  




        As
used in this Agreement, the masculine shall include the feminine and neuter, the singular
shall include the plural, and the plural shall include the singular, as the context may
require. 



        17.10
Counterparts  




        This
Agreement may be executed in two or more counterparts and shall be deemed to have become
effective when and only when one or more of such counterparts shall have been signed by or
on behalf of each of the parties hereto, although it shall not be necessary that any
single counterpart be signed by or on behalf of each of the parties hereto, and all such
counterparts shall be deemed to constitute but one and the same instrument. Each party may
rely upon a telecopied counterpart of this Agreement executed and delivered by the other
party as if such telecopied counterpart were an original counterpart. 




25







        17.11
Severability  




        If
any provision hereof or the application thereof to any person or circumstance shall to any
extent be invalid or enforceable, the remaining provisions hereof, or the application of
such provision to persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby. 



        17.12
Press Release  




        Purchaser
and Seller shall not issue any press release or make any public disclosure concerning the
transaction contemplated hereby without the prior written approval of the other party, and
shall not disclose such matters except to such attorneys, accountants, lenders and others
as are reasonably required in order to consummate the transaction. All information,
documents, studies and reports relating to the Property obtained by Purchaser, either by
the observations and examinations of its agents and representatives or as disclosed to it
by Seller, shall remain confidential. Notwithstanding the foregoing, a party may make such
disclosure to the extent it is required to be made to satisfy regulatory and/or license
requirements of the FCC or other government agencies or in order to avoid violating any
securities or other applicable laws or stock exchange regulations, and Seller acknowledges
that Purchaser’s shareholder intends to disclose, following the date of this
Agreement, the entering into this Agreement (and may be required to disclose the Agreement
itself) in a public filing with the United States Securities and Exchange Commission. 



        17.13
Cooperation  




        Each
party, from time to time, upon request of the other party and without further
consideration will, at its own expense, execute and deliver such documents, cooperate and
take such further actions as the other party may reasonably request in order to more
effectively consummate the transaction herein contemplated. 



        17.14
Construction  




        Seller
and Purchaser have each been represented by counsel in connection with this transaction
and the drafting of this Agreement. This Agreement shall be interpreted according to its
fair construction and shall not be construed against either party. As used in this
Agreement, “Business Day” shall mean a day in which the offices of the
Commonwealth of Pennsylvania are open and conducting business. 



        17.15
Attorney’s Fees  





        In
the event any party hereto brings any suit or other proceeding with respect to the subject
matter or enforcement of this Agreement, including any claims under Section 17.01, the
prevailing party shall, in addition to such other relief as may be awarded, be entitled to
recover reasonable attorneys’ fees, expenses and costs of investigation as actually
incurred (including, without limitation, reasonable attorneys’ fees, expenses and
costs of investigation incurred in appellate proceedings, costs incurred in establishing
the right to indemnification, or in any action or participation in, or in connection with,
any case or proceeding under Chapter 7, 11 or 13 of the Bankruptcy Code, 11 United States
Code Sections 101 et seq. or any successor statutes). The “prevailing party” for
the purposes of this Agreement shall be deemed to be that party who obtains substantially
the relief sought, whether by settlement, dismissal or judgment. 



26









        17.16
Waiver of Provisions  




        No
waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a
waiver of any other provisions, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the party
making the waiver. 



        17.17
No Joint Venture  




        Neither
this Agreement, nor anything contained in this Agreement, creates any partnership, joint
venture or other such agreement between Purchaser and Seller. No term or provision of this
Agreement is intended to be, or shall be, for the benefit of any person, firm,
organization or corporation not a party hereto, and no such other person, firm,
organization or corporation shall have any right or cause of action hereunder. 



        17.18
Authority  




        The
persons signing below represent and warrant that they have the requisite authority to bind
the entities on whose behalf they are signing. 



        17.19
Time  




        Time
shall be of the essence of this Agreement. 



        17.20
Expenses  




        Except
as otherwise specified in this Agreement, all costs and expenses, including without
limitation, fees and disbursements of counsel, financial advisors and accountants,
incurred in connection with this Agreement and the transactions contemplated by this
Agreement shall be paid by the party incurring such costs and expenses. 



ARTICLE 18 

ESCROW 



        18.01
Deposit of Agreement  




        A
signed copy of this Agreement shall be deposited by Seller with the Escrow Agent and the
Escrow Agent will be authorized and instructed to act in accordance with the provisions of
this Agreement and the escrow agreement to be entered into by Escrow Agent, Seller and
Purchaser in the form reasonably agreed to by said parties, which shall constitute escrow
instructions superseding any previous instructions. The parties shall each execute and
deliver to the Escrow Agent such other instructions, instruments and funds as are
necessary to close escrow and consummate the sale of the Property and Personal Property in
accordance with the terms hereof. 


[Signatures Follow on Next Page]  





27









IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above
written. 





















			SELLER:

SKYNET SATELLITE CORPORATION,
a Delaware corporation


By: /s/ DAN GOLDBERG
———————————————————


Printed Name: DAN GOLDBERG
———————————————————


Its: PRESIDENT & CEO
———————————————————













			PURCHASER:

RRSAT  GLOBAL  COMMUNICATIONS  INC.,  
a Delaware corporation


By: /s/ DAVID RIVEL /s/ GILAD RAMOT
———————————————————


Printed Name: DAVID RIVEL   GILAD RAMOT
———————————————————


Its:                         CEO
                 CHAIRMAN
———————————————————

















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