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Exhibit 10.2
GUARANTEE
APT Satellite Company Limited
c/o APT Satellite Holdings Limited
Room 3111-3112
Xxx Xxxxxxx Xxxxx
00 Xxxxxxxxx
Xxxx Xxxx
Re: Guarantee of Obligations of Loral Asia Pacific Satellite (HK)
Limited
Dear Sirs:
1. In connection with Loral Asia Pacific Satellite (HK) Limited ("Loral")
entering into that certain lease agreement dated as of August 18, 1999
(the "Lease Agreement") with APT Satellite Company Limited ("APT") for
the lease and purchase of certain satellite and satellite-related
assets, and for good and valuable consideration, Loral Space &
Communications Ltd., a Bermuda company which is the corporate parent of
Loral (the "Guarantor"), hereby unconditionally and irrevocably
guarantees to APT, in accordance with the terms and conditions set
forth below, the due and punctual performance by Loral of its
contractual obligations under the Lease Agreement (Capitalized terms
used herein and not otherwise defined herein shall have the meanings
ascribed thereto in the Lease Agreement.)
2. The Guarantor irrevocably guarantees to APT:
2.1 that upon a default by Loral of its obligations under the
Lease Agreement, the Guarantor will, upon demand, do all
things necessary to forthwith remedy the default and to
completely perform or cause to be completely performed Loral's
obligations under the Lease Agreement; and
2.2 to indemnify and hold harmless APT and its Affiliates from any
loss, damage and expenses that may be suffered or incurred by
APT and its Affiliates as a result of any default of Loral
under the Lease Agreement.
3. Guarantor acknowledges that:
3.1 although, as between the Guarantor and Loral, the Guarantor
may be a surety only, as between the Guarantor and APT, the
Guarantor will be liable as a primary obligor for all the
contractual obligations of Loral under the Lease Agreement;
3.2 this Guarantee constitutes a continuing guaranty, is
irrevocable and will remain in full force and effect until all
the obligations of Loral under the Lease
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Agreement have been fully performed and satisfied; and
3.3 The Guarantor's obligations hereunder will not be released or
in any way affected by:
(i) any amendment, change or modification, in whole or in
part, of the Lease Agreement; or
(ii) any extension, renewal, settlement, compromise,
waiver or release in respect of any obligation of
Loral or APT under the Lease Agreement.
4. The Guarantor hereby represents and warrants to APT that:
4.1 It is a company duly organized, validly existing and in good
standing under the laws of Bermuda; it is registered or
qualified to do business in every jurisdiction where such
registration or qualification is necessary; and it has all
legal power and authority to own its property and to carry on
its present business.
4.2. The execution, delivery and performance of this Guarantee are
within its corporate powers and have been duly authorized by
all necessary corporate action. It is not in default under any
credit or other agreement, indenture, lease or instrument in
any respect that can reasonably be expected to have any
material adverse effect on its business, operations or
financial condition or its ability to perform its obligations
hereunder.
4.3 The execution, delivery and performance of this Guarantee (i)
will not violate any law, order, decree, regulation or other
governmental directive having the force of law which is
applicable to the Guarantor; (ii) will not contravene any
governmental guidelines or policy statement applicable to the
Guarantor but not having the force of law; (iii) will not
conflict with the Memorandum of Association or Bye-Laws, or
equivalent documents, of the Guarantor; (iv) will not conflict
with or result in the breach of, or in the imposition of any
lien, security interest, encumbrance or charge under, any
agreement or instrument to which the Guarantor is a party or
by which it or any of its properties or assets is bound; and
(v) will not constitute a default or an event that, with the
giving of notice or the passage of time or both, would
constitute a default under any such agreement or instrument.
4.4 No authorizations, approvals, exemptions or consents of, and
no filings or registrations with, any government authority are
necessary for the execution, delivery or performance by the
Guarantor of this Guarantee or for the validity or
enforceability hereof.
4.5 This Guarantee constitutes its legal, valid and binding
obligations enforceable against the Guarantor in accordance
with its terms, except as enforceability
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may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general
principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law).
5. Xxxxxxxxx agrees with APT that:
5.1 This Guarantee shall be governed by and construed in
accordance with the law of the State of New York;
5.2 This Guarantee shall be binding upon, and inure to the benefit
of, Guarantor and APT and their respective successors and
assigns;
5.3 Failure or delay on the part of APT to exercise any right or
privilege hereunder shall not operate as a waiver nor shall
any partial exercise of any right or privilege preclude any
further exercise thereof and that any waiver by APT at any
time of a breach of any term or provision of this Guarantee
shall not be construed as a waiver by APT of any subsequent
breach, its rights to such provision, or any of its other
rights hereunder;
5.4 If any one or more provisions contained in this Guarantee
shall be invalid, illegal or unenforceable in any respect
under any applicable law, the validity, legality and
enforceability of the remaining provisions contained herein or
therein shall not in any way be affected or impaired;
5.5 Service of notices, demands and proceedings under this
Guarantee may be effected by facsimile transmission directed
to the attention of Xxxx X. Xxxxxx at 000-000-0000 or such
other number as the Guarantor may designate by notice in
writing to APT; and
5.6 Any dispute arising out of or in connection with this
Guarantee shall be submitted for binding arbitration to be
conducted pursuant to the provisions of Article 13.5 of the
Lease Agreement.
DATED this 18th day of August 1999.
LORAL SPACE & COMMUNICATIONS LTD.
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Senior Vice President and Treasurer
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Accepted and agreed to by
APT SATELLITE COMPANY LIMITED
By: /s/ He Ke Rang
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Name: He Ke Rang
Title: Vice Chairman and President
Dated: August 18, 1999
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