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EXHIBIT 10.24
AMENDMENTAND WAIVER
AMENDMENT AND WAIVER (this "Amendment"), dated as of June 14, 1999,
among GOLDEN SKY HOLDINGS, INC., a corporation organized and existing under the
laws of the State of Delaware ("Holdings"), GOLDEN SKY SYSTEMS, INC., a
corporation organized and existing under the laws of the State of Delaware (the
"Borrower"), the Banks party hereto from time to time, PARIBAS (formerly known
as Banque Paribas), as Syndication Agent, FLEET NATIONAL BANK, as Administrative
Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent. Unless
otherwise defined herein, all capitalized terms used herein shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks, the Agents and the Documentation
Agent are parties to an Amended and Restated Credit Agreement, dated as of July
7, 1997, amended and restated as of May 8, 1998 (as amended, modified and
supplemented to the date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to waive a certain provision of the
Credit Agreement; and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
1. Amendment: Section 8.10 of the Credit Agreement shall be amended by
(i) deleting the number "$325.00" appearing therein and (ii) inserting in lieu
thereof the following:
"$425.00 (except for the conversion of Primestar subscribers prior to
March 31, 2002, in which case the Gross Subscriber Acquisition Cost for such
subscribers in any fiscal quarter shall not exceed $575.00 )."
2. Waiver: Notwithstanding anything to the contrary contained in the
Credit Agreement, the undersigned Banks hereby waive the limitation on Gross
Subscriber Acquisition Costs set forth in Section 8.10 of the Credit Agreement
for the Fiscal Quarter Ended March 31, 1999.
3. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that (i) no Default or Event of Default
shall exist and (ii) all of the representations, warranties and agreements
contained in the Credit Documents shall be true and correct in all material
respects, in each case on the Amendment Effective Date (as defined below) and
after giving effect to this Amendment.
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4. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
5. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agents.
6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
7. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Borrower and the Required Banks shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile) the same to the Administrative Agent.
8. From and after the Amendment Effective Date, all references in the
Credit Agreement and each of the Credit Documents to the Credit Agreement shall
be deemed to be references to such Credit Agreement as amended hereby.
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IN WITNESS WHEREOF, 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.
GOLDEN SKY HOLDINGS, INC.
By:
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Name:
Title:
GOLDEN SKY SYSTEMS, INC.
By:
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Name:
Title:
4
PARIBAS,
Individually and as Syndication Agent
and Managing Agent
By:
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Name:
Title:
By:
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Name:
Title:
5
FLEET NATIONAL BANK,
Individually and as Administrative Agent
and Managing Agent
By:
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Name:
Title:
6
GENERAL ELECTRIC CAPITAL
CORPORATION,
Individually and as Documentation Agent
By:
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Name:
Title:
7
PAMCO CAYMEN LTD.
By: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By:
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Name:
Title:
XXX CAPITAL FUNDING, L.P.
By: HIGHLAND CAPITAL MANAGEMENT, L.P.
as Collateral Manager
By:
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Name:
Title:
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XXXXX XXXXXX BANK AND TRUST COMPANY
By:
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Name:
Title:
0
XXXXX XXXX XX XXXXXXXXXX
By:
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Name:
Title:
10
IBJ WHITEHALL FINANCIAL GROUP
By:
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Name:
Title:
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FREMONT FINANCIAL CORPORATION
By:
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Name:
Title:
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XXXXXXX XXXXX CAPITAL CORP.
By:
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Name:
Title:
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DLJ CAPITAL FUNDING, INC.
By:
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Name:
Title:
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The undersigned hereby
acknowledge and consent
to the execution of the foregoing
amendment and transactions provided
for herein.
GOLDEN SKY HOLDINGS, INC.
By:
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Name:
Title:
GOLDEN SKY SYSTEMS, INC.
By:
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Name:
Title:
ARGOS SUPPORT SERVICES COMPANY
By:
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Name:
Title:
PRIMEWATCH, INC.
By:
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Name:
Title:
