Exhibit 10.3
FIRST AMENDMENT TO
CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of December 21, 2001 among Loral Satellite, Inc., a Delaware corporation
(the "Borrower"), the Lenders and Bank of America, N.A., as administrative agent
(in such capacity, the "Administrative Agent"). Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings given to
such terms in the Agreement (as defined below).
RECITALS
WHEREAS, the Borrower, the Administrative Agent and the Lenders are
parties to that certain Credit Agreement dated as of November 17, 2000 (as
amended or modified from time to time, the "Agreement");
WHEREAS, the Borrower has requested that the Lenders amend the
Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Reaffirmation of Existing Debt. The Borrower and the Guarantors
acknowledge and confirm (a) that the Borrower's obligation to repay the
outstanding principal amount of the Loans is unconditional and not subject to
any present offsets, defenses or counterclaims, (b) that the Administrative
Agent and the Lenders have performed fully all of their respective obligations
under the Agreement and the other Loan Documents, and (c) by entering into this
Amendment, the Lenders do not waive or release any term or condition of the
Agreement or any of the other Loan Documents or any of their rights or remedies
under such Loan Documents or applicable law or any of the obligations of the
Borrower or any Guarantor thereunder.
2. Amended Definitions.
(a) The definition of "Appraised Value" set forth in Section 1.1 of
the Agreement is hereby amended to include at the end thereof the
following:
"In connection with any release of Collateral and
determinations of Appraised Value in connection therewith, the
subject appraisals shall be not more than three (3) months old as of
the date of any such release."
(b) The definition of "Collateral Coverage Ratio" set forth in
Section 1.1 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"Collateral Coverage Ratio": at any time, the ratio of (a)
Collateral Pool Value at such time to (b) the difference between (i)
the sum of (x) the aggregate
principal amount of the Term Loans then outstanding plus (y) the
amount of the Revolving Commitments at such time and (ii) the amount
of Cash Collateral on the aggregate sum of balances (consisting of
cash and Cash Equivalents) on deposit in the Loral Satellite
Collateral Account.
(c) The definition of "Loan Documents" set forth in Section 1.1 of
the Agreement is hereby amended and restated in its entirety to read as
follows:
"Loan Documents": this Agreement, the Assignment Agreement,
any Notes, the Guarantees, the LSCC Pledge Agreement, the
Collateral Agreement, the Collateral Agency Agreement, the
Intercompany Notes, the Cash Collateral Agreement, the SpaceCom
Collateral Documents and the Intercreditor Agreement.
(d) The definition of "Revolving Loans" set forth in Section 1.1 of
the Agreement is hereby amended and restated in its entirety to read as
follows:
"Revolving Loans": as defined in subsection 2.4.
(e) The definition of "Revolving Termination Date" set forth in
Section 1.1 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"Revolving Termination Date": January 7, 2005, or such earlier
date on which the Revolving Commitments may terminate in accordance
with the terms of this Agreement.
3. New Definitions. The following definitions for "Collateral Coverage
Release Ratio", "Consolidated Funded Debt", "Consolidated Leverage Ratio",
"Intercreditor Agreement", "Release of SpaceCom Collateral Event", "SpaceCom
Collateral", "SpaceCom Collateral Documents" and "SpaceCom Parties" are hereby
added to Section 1.1 of the Agreement in the appropriate alphabetical order and
shall read as follows:
"Collateral Coverage Release Ratio": at any time, the ratio of (a)
the Collateral Pool Value at such time plus the value of other collateral
pledged to secure the Loans acceptable to the Administrative Agent and the
Required Lenders in their reasonable discretion to (b) the difference
between (i) the sum of (x) the aggregate principal amount of the Term
Loans then outstanding plus (y) the amount of the Revolving Commitments at
such time and (ii) the amount of Cash Collateral on the aggregate sum of
balances (consisting of cash and Collateral Cash Equivalents) on deposit
in the Loral Satellite Collateral Account.
"Consolidated Debt": the sum of (a) the Funded Debt of the
Borrower and its Subsidiaries determined in accordance with GAAP on a
consolidated basis plus (b) the amount of the Revolving Commitments
minus the amount of Revolving Loans outstanding.
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"Consolidated Leverage Ratio": the ratio of (a) the Consolidated
Debt of the Borrower and its Subsidiaries as of the date of calculation to
(b) Consolidated EBITDA for the Borrower and its Subsidiaries on a
consolidated basis for the most recently ending four quarter period for
which financial statements have been made available to the Lenders.
"Intercreditor Agreement": the Intercreditor and Subordination
Agreement to be dated as of December 21, 2001, as amended and modified,
among the Administrative Agent, the administrative agent under the Senior
Credit Agreement (as defined therein), Bank of America, N.A., as
Collateral Agent, Loral SpaceCom Corporation and the Subsidiaries of Loral
SpaceCom Corporation parties thereto, a copy of which is attached as
Exhibit Q.
"Release of SpaceCom Collateral Event": the Borrower shall have
attained a Consolidated Leverage Ratio of less than or equal to 4.0 to 1.0
and a Collateral Coverage Release Ratio of greater than or equal to 2.5 to
1.0.
"SpaceCom Collateral": a collective reference to the collateral
which is identified in, and at any time will be covered by the SpaceCom
Collateral Documents.
"SpaceCom Collateral Documents": the security agreements, mortgages,
deeds of trust, pledge agreements and all other security documents
executed and delivered by the SpaceCom Parties granting a Lien on any
asset or assets of the SpaceCom Parties to directly or indirectly secure
the Obligations.
"SpaceCom Parties": Loral SpaceCom Corporation and each Domestic
Subsidiary of Loral SpaceCom Corporation.
4. Application of GAAP. Subsection 1.2(b) is hereby amended and
restated to read as follows:
(b) Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered
hereunder shall be prepared, in accordance with GAAP applied on a
consistent basis. All calculations made for the purposes of determining
compliance with this Credit Agreement shall (except as otherwise expressly
provided herein) be made by application of GAAP applied on a basis
consistent with the most recent annual or quarterly financial statements
delivered pursuant to Section 5.1 (or, prior to the delivery of the first
financial statements pursuant to Section 5.1, consistent with the annual
audited financial statements referenced in Section 3.1(i)); provided,
however, if (a) the Borrower shall object to determining such compliance
on such basis at the time of delivery of such financial statements due to
any change in GAAP or the rules promulgated with respect thereto or (b)
the Administrative Agent or the Required Lenders shall so object in
writing within sixty days after delivery of such financial statements,
then such calculations shall be made on a basis consistent with the most
recent financial statements delivered by the Borrower to the Lenders as to
which no such objection shall have been made.
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5. Repayment of Term Loans. Section 2.3 of the Agreement is hereby
amended and restated in its entirety to read as follows:
2.3 Repayment of Term Loans. The Term Loan of each Lender shall be
repaid in installments on the dates set forth below (or such earlier date
or dates on which the Term Loans become due and payable pursuant to
Section 2.9 or Section 7), each of which shall be in amount equal to such
Lender's Term Percentage multiplied by the amount set forth below opposite
such installment date:
Installment Date Dollar Amount
March 31, 2002 $11,250,000
June 30, 2002 $11,250,000
September 30, 2002 $11,250,000
December 31, 2002 $11,250,000
March 31, 2003 $11,250,000
June 30, 2003 $11,250,000
September 30, 2003 $11,250,000
December 31, 2003 $11,250,000
March 31, 2004 $11,250,000
June 30, 2004 $11,250,000
September 30, 2004 $11,250,000
January 7, 2005 $170,250,000
6. Mandatory Prepayments. Subsection 2.9(d) of the Agreement is
hereby amended and restated in its entirety to read as follows:
(d) The Term Loans shall be prepaid, and the Commitments shall be
automatically reduced, by an amount equal to 100% of the Net Cash Proceeds
received as a result of any sale of a transponder on any Satellite or any
Satellite removed from the Collateral Pool pursuant to Section 2(b)(ii),
Section 2(b)(iii) or Section 2(b)(iv) of the Collateral Agreement and sold
pursuant to subsection 6.5(i)(B), subsection 6.5 (vii) or subsection
6.5(viii), respectively.
7. Cash Collateral Accounts. Clause (ii) of Subsection 5.10(a) of
the Agreement is hereby amended and restated in its entirety to read as
follows:
(ii) at any time after an Event of Default occurs and is continuing,
deposit all lease payments received by the Borrower in connection with the
Master Lease Agreements, the Availability Agreements and any other
agreements with respect to any Orbiting Satellite directly into the Loral
Satellite Collateral Account, and
8. Limitation on Sale of Assets. Subsection 6.5(i) of the Agreement
is hereby amended and restated in its entirety to read as follows:
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(i)(A) so long as no Default or Event of Default shall have occurred
and be continuing or would result therefrom, the Borrower may sell, lease,
transfer or otherwise dispose of assets released from the Collateral Pool
pursuant to Section 2(b)(i) of the Collateral Agreement and (B) the
Borrower may sell, lease, transfer or otherwise dispose of assets released
from the Collateral Pool pursuant to Section 2(b)(ii) of the Collateral
Agreement, provided that the Net Cash Proceeds of such sales, lease,
transfers or other disposition are applied to prepay Term Loans and reduce
Commitments pursuant to subsection 2.9(d);
9. Limitation on Restricted Payments. Subsection 6.6(ii) of the
Agreement is hereby amended and restated in its entirety to read as follows:
(ii) the Borrower may make a distribution in the form of a dividend
to Loral of assets released from the Collateral Pool pursuant to Section
2(b)(i) of the Collateral Agreement;
10. Satellite Locations. A new Section 6.18 is hereby added to the
Agreement and shall read as follows:
6.18 Satellite Locations. Permit (i) Telstar 6 (other than as a
result of casualty) or its replacement, Telstar R, to move from its
orbital slot located at 93 degrees west longitude or (ii) Telstar 7 (other
than as a result of casualty) or its replacement, Telstar R, to move from
its orbital slot located at 129 west longitude.
11. Intercreditor Agreement. A new Section 8.11 is hereby added to
the Agreement and shall read as follows:
8.11 Intercreditor Agreement. By execution of this Agreement, each
Lender acknowledges, and agrees to be bound by, the terms of the
Intercreditor Agreement, and further authorizes and directs the
Administrative Agent and the Collateral Agent to enter into the
Intercreditor Agreement on its behalf. The Lenders hereunder expressly
acknowledge and agree that if the Intercreditor Agreement is terminated or
the terms of Section 2.3 of the Intercreditor Agreement provide for
application of proceeds of the SpaceCom Collateral to the outstanding
Loans (a) the SpaceCom Parties shall thereafter continue to have the right
to sell SpaceCom Collateral in the ordinary course of business (within the
meaning provided in Section 9-320(a) of the Uniform Commercial Code in
effect in the State of New York on the date of the First Amendment to
Credit Agreement), free and clear of the lien of the Lenders and (b) any
such application of proceeds of SpaceCom Collateral to the Loans shall
only be required until, and to the extent necessary to achieve, a release
of the liens on SpaceCom Collateral in accordance with the terms of
Section 9.15 hereof, provided that the Borrower may take up to 30 days to
make application of the net cash proceeds, so long as the net cash
proceeds necessary to achieve such release are delivered to the Collateral
Agent as cash collateral pending such application. If, in connection with
any delivery of net cash proceeds as cash collateral pending application
to the Loans hereunder, (i) during the interim period
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between the date of delivery of the net cash proceeds as cash collateral
and the date of application thereof either of the conditions to release of
collateral identified in the parenthetical in Section 9.15 fail to be
true, the Borrower will make immediate application to the Loans the entire
amount of net cash proceeds received in connection with the assets which
were the subject of the release, including the portion of net cash
proceeds held as cash collateral pending application, and (ii) at the end
of the 30-day period the Borrower shall have failed to obtain a release of
the SpaceCom Collateral in accordance with the requirements of Section
9.15, the net cash proceeds held as cash collateral will be applied to the
Loans hereunder. Further, the Lenders hereunder acknowledge that if the
indebtedness outstanding under the Senior Credit Documents (as defined in
the Intercreditor Agreement ) is paid in full and the Senior Credit
Documents are terminated, SpaceCom shall thereafter have the right to
incur up to $125 million of new First Tier Indebtedness and the Lenders
agree that they will acknowledge and reaffirm any such additional
indebtedness as constituting "First Tier Indebtedness" under a new
intercreditor agreement substantially identical to the Intercreditor
Agreement.
12. Release of SpaceCom Collateral. A new Section 9.15 is hereby
added to the Agreement and shall read as follows:
9.15 Release of SpaceCom Collateral. Upon the occurrence of a
Release of SpaceCom Collateral Event, the Lenders agree (provided that no
Default or Event of Default has occurred and is continuing and there shall
exist at least two Orbiting Satellites) to take such action as is
reasonably necessary (at the expense of the Borrower) to release their
liens and security interests in the SpaceCom Collateral. The Lenders
hereby authorize the Administrative Agent and the Collateral Agent to
execute and deliver such documentation or to take such action (at the
expense of the Borrower) as is reasonably necessary to release its liens
and security interests in the SpaceCom Collateral.
13. Exhibit Q. A new Exhibit Q named "Form of Intercreditor Agreement" is
hereby added to the Agreement and shall read as provided on Exhibit Q attached
hereto.
14. Conditions Precedent. The effectiveness of this Amendment is
subject to the satisfaction of each of the following conditions (in form and
substance acceptable to the Administrative Agent):
(a) The Agent shall have received counterparts of this Amendment
duly executed by the Borrower, the Guarantors, the Administrative Agent
and the Lenders;
(b) The Administrative Agent shall have received a copy of the
resolutions, in form and substance reasonably satisfactory to the
Administrative Agent, of the Board of Directors of the Borrower and each
Guarantor authorizing the execution, delivery and performance of this
Amendment, certified by the Secretary or an Assistant Secretary of the
Borrower and each such Guarantor as of the date hereof, which certificate
shall state that the resolutions thereby certified have not been amended,
modified, revoked or
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rescinded and shall be in form and substance reasonably satisfactory to
the Administrative Agent.
(c) The Administrative Agent shall have received a copy of the
resolutions, in form and substance satisfactory to the Administrative
Agent, of the Board of Directors of each SpaceCom Party which is a party
to a SpaceCom Collateral Document authorizing (i) the execution, delivery
and performance of the SpaceCom Collateral Documents to which it is a
party and (ii) the granting by it of the Liens created pursuant to the
SpaceCom Collateral Documents to which it is a party, certified by the
Secretary or an Assistant Secretary of each such SpaceCom Party as of the
date hereof, which certificate shall be in form and substance satisfactory
to the Administrative Agent and shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded.
(d) The Administrative Agent shall have received a certificate of
each SpaceCom Party dated as of the date hereof, as to the incumbency and
signature of the officers of such SpaceCom Parties executing any SpaceCom
Collateral Document, satisfactory in form and substance to the
Administrative Agent, executed by the President or any Vice President and
the Secretary or any Assistant Secretary of each such SpaceCom Party.
(e) The Administrative Agent shall have received true and complete
copies of the certificate of incorporation and by-laws of each SpaceCom
Party, certified as of the date hereof as complete and correct copies
thereof by the Secretary or an Assistant Secretary of such SpaceCom Party.
(f) The Administrative Agent shall have received the results of a
recent lien search in each relevant jurisdiction with respect to the
SpaceCom Parties, which shall reveal no liens on any assets of the
SpaceCom Parties except for liens permitted under the SpaceCom Credit
Agreement or liens to be discharged on or prior to the date hereof
pursuant to documentation satisfactory to the Administrative Agent.
(g) The Administrative Agent shall have received the executed legal
opinion of Xxxxxxx Xxxx & Xxxxxxxxx, counsel to the Borrower and the
Guarantors satisfactory in form and substance to the Administrative Agent.
Such legal opinion shall cover such other matters incident to the
transactions contemplated by this Amendment as the Administrative Agent
may reasonably require.
(h) Receipt by the Administrative Agent or its agent of the
following:
(i) Duly executed UCC financing statements, or their
equivalent, for each jurisdiction as necessary or appropriate, in
the Administrative Agent's discretion, to perfect the security
interest in the SpaceCom Collateral.
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(ii) Original certificates evidencing capital stock,
membership interest or similar equity interest which is the subject
of the SpaceCom Collateral Documents, together with undated stock
transfer powers executed in blank.
(iii) Such patent, trademark and copyright notices and filings
as necessary or appropriate, in the Administrative Agent's
discretion, to perfect the security interests in intellectual
property that constitutes a part of the SpaceCom Collateral.
(iv) Landlord consents, estoppel letters or consents and
waivers in respect of SpaceCom Collateral held on leased premises as
reasonably required by the Administrative Agent.
(i) Receipt by the Administrative Agent of the following:
(i) Copies of recent ALTA surveys of each of the mortgaged
properties of the SpaceCom Parties (other than those identified in
Section 15(a) hereof) by registered engineers or land surveyors, in
form and detail (including the location of special flood hazard
areas) acceptable to the Administrative Agent.
(ii) Standard ALTA mortgagee policies insuring the priority of
the mortgages in amounts and from companies acceptable to the
Administrative Agent. The title policies shall include only such
exceptions as are acceptable to the Administrative Agent. Copies of
recorded documentation relating to all such exceptions shall be
provided to the Administrative Agent prior to the date hereof.
(iii) Executed legal opinions from local counsel regarding the
enforceability of the mortgages under local law in form and
substance acceptable to the Administrative Agent.
(iv) Copies of environmental reports and other environmental
documentation, if any, relating to the mortgaged property and other
real property leased by a SpaceCom Party, which reports and
documentation shall be in form and detail satisfactory to the
Administrative Agent.
(j) Receipt by the Administrative Agent of a fully executed
copy of the Intercreditor Agreement.
(k) Receipt by the Administrative Agent of an executed amendment and
restatement of the Loral SpaceCom Corporation credit facility confirming,
among other things, that the aggregate facilities provided thereunder is
not in excess of $600 million and has a maturity not sooner than January
7, 2005.
(l) Payment by the Borrower to the Lenders and the Administrative
Agent of all fees due and owing in connection with this Amendment,
including without limitation, an amendment fee to each Lender in an amount
equal to 0.75% of its Commitment.
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15. Conditions Subsequent. The Borrower covenants and agrees to
provide, or cause to be provided, to the Administrative Agent each of the
following items on or before the dates identified:
(a) Survey. Within ninety (90) days of the date hereof, an ALTA
survey of the Petaluma, California mortgaged property of the SpaceCom
Parties by registered engineers or land surveyors, in form and detail
(including the location of special flood hazard areas) acceptable to the
Administrative Agent.
(b) Landlord's Estoppel. The Borrower will use reasonable commercial
efforts absent the payment of any fees or the making of any concessions to
obtain a landlord's estoppel in respect of the SpaceCom Parties' property
in Richmond, California.
16. Miscellaneous.
(a) The term "Agreement" as used in each of the Loan Documents shall
hereafter mean the Agreement as amended by this Amendment. Except as
herein specifically agreed, the Agreement, and the obligations of the
Borrower and the Guarantors thereunder and under the other Loan Documents,
are hereby ratified and confirmed and shall remain in full force and
effect according to their terms.
(b) The Borrower and the Guarantors, as applicable, affirm the liens
and security interests created and granted in the Agreement and the Loan
Documents and agree that this Amendment shall in no manner adversely
affect or impair such liens and security interests.
(c) The Borrower and the Guarantors hereby represent and
warrant as follows:
(i) The Borrower and each of the Guarantors has taken all
necessary action to authorize the execution, delivery and
performance of this Amendment.
(ii) This Amendment has been duly executed and delivered by
the Borrower and the Guarantors and constitutes the Borrower's and
each of the Guarantors' legal, valid and binding obligations,
enforceable in accordance with its terms, except as such
enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
(iii) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or
governmental authority or third party is required in connection with
the execution, delivery or performance by the Borrower or any
Guarantor of this Amendment.
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(d) The Borrower and the Guarantors represent and warrant to the
Lenders that (i) the representations and warranties of the Borrower set
forth in Section 3 of the Agreement are true and correct as of the date
hereof, (ii) no unwaived event has occurred and is continuing which
constitutes a Default or an Event of Default and (iii) neither the
Borrower nor any Guarantor has any counterclaims, offsets, credits or
defenses to the Loan Documents and the performance of its obligations
thereunder, or if the Borrower or any Guarantor has any such claims,
counterclaims, offsets, credits or defenses to the Loan Documents or any
transaction related to the Loan Documents, same are hereby waived,
relinquished and released in consideration of the Lenders' execution and
delivery of this Amendment.
(e) The Guarantors (i) acknowledge and consent to all of the terms
and conditions of this Amendment, (ii) affirm all of their obligations
under the Loan Documents (including without limitation its respective
Guarantee) and (iii) agree that this Amendment and all documents executed
in connection herewith do not operate to reduce or discharge the
Guarantors' obligations under the Guarantees or the other Loan Documents.
(f) This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all
of which shall constitute one and the same instrument. Delivery of an
executed counterpart of this Amendment by telecopy shall be effective as
an original and shall constitute a representation that an executed
original shall be delivered.
(g) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
[Remainder of Page Intentionally Left Blank]
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Each of the parties hereto has caused a counterpart of this Amendment to
be duly executed and delivered as of the date first above written.
BORROWER: LORAL SATELLITE, INC., a Delaware
corporation
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxx
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Title: Vice President
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[Signature Pages Continue]
LORAL SATELLITE, INC.
FIRST AMENDMENT
LENDERS: BANK OF AMERICA, N.A., in its capacity
as Administrative Agent
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx
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Title: Managing Director
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BANK OF AMERICA, N.A., as a Lender
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx
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Title: Managing Director
--------------------------------------
NATIONAL WESTMINSTER BANK PLC,
a Lender
By: NatWest Capital Markets Limited, its agent
By: Greenwich Capital Markets, Inc., its agent
By: /s/ Xxxxx Xxxxxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxxxxx
--------------------------------------
Title: AVP
--------------------------------------
CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By: /s/ Xxxxxxx XxXxxxxx
--------------------------------------
Name: Xxxxxxx XxXxxxxx
--------------------------------------
Title: Vice President
--------------------------------------
PACIFICA PARTNERS I, L.P., as a Lender
By: Imperial Credit Asset Management
as its Investment Manager
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
--------------------------------------
Title: Vice President
--------------------------------------
LORAL SATELLITE, INC.
FIRST AMENDMENT
AMMC CDO I, LIMITED, as a Lender
By: American Money Management Corp.
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Vice President
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SOCIETE GENERALE, as a Lender
By: /s/ X. Xxxxxx
--------------------------------------
Name: X. Xxxxxx
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Title: Head of Media and Telecom Sector
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SYNDICATED LOAN FUNDING TRUST, as
a Lender
By: Xxxxxx Commercial Paper, Inc.,
Not in its individual capacity
but solely as Asset Manager
By: /s/ G. Xxxxxx Xxxxx
--------------------------------------
Name: G. Xxxxxx Xxxxx
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Title: Authorized Signatory
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TRANSAMERICA EQUIPMENT FINANCIAL
SERVICES CORPORATION, as a Lender
By: /s/ Xxx Xxxx
--------------------------------------
Name: Xxx Xxxx
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Title: Vice President
--------------------------------------
XXXXX XXX COMMERCIAL BANK, LTD.,
NEW YORK BRANCH, as a Lender
By: /s/ Ming-Xxxxx Xxx
--------------------------------------
Name: Ming-Xxxxx Xxx
--------------------------------------
Title: VP & General Manager
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LORAL SATELLITE, INC.
FIRST AMENDMENT
Acknowledged and Agreed:
LORAL SPACE AND COMMUNICATIONS LTD.,
as Guarantor
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxxx
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Title: Vice President
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LORAL SATELLITE, INC.
FIRST AMENDMENT
