EXHIBIT 4.3
[Letterhead of Xxxxxx Electronics Corporation]
July 22, 1998
PanAmSat Corporation
Xxx Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxx
Vice President, Finance
Dear Xx. Xxxxxxx:
Reference is hereby made to that certain Loan Agreement, dated as of May
15, 1997 between PanAmSat Corporation ("PanAmSat") and Xxxxxx Electronics
Corporation ("Xxxxxx") (as from time to time amended, the "Xxxxxx Loan
Agreement") pursuant to which Xxxxxx has extended a credit facility in the
amount of $1,725,000,000 to PanAmSat evidenced by the promissory note dated May
15, 1997 (as from time to time amended, the "Xxxxxx Note").
Reference is also made to that certain Credit Agreement dated as of
February 20, 1998, with certain financial institutions (collectively, including
without limitation, any entity acquiring the rights of a "Lender" under the
Credit Agreement, the "Lenders"), each of the Co-Documentation Agents party
thereto, and the Administrative Agent (as from time to time amended, the "Senior
Credit Agreement"), providing among other things for the making of advances by
the Lenders to PanAmSat (the "Advances") in an aggregate principal amount at any
one time outstanding up to $500,000,000.
Reference is also made to that certain Subordination and Amendment
Agreement dated as of February 20, 1998 among PanAmSat, Xxxxxx and the
Administrative Agent for the Lenders, providing that Xxxxxx subordinate its
rights under the Xxxxxx Note to the rights of the Lenders in connection with the
Advances.
You have advised us that you intend to issue a maximum of $500,000,000
maximum principal amount short-term unsecured notes (the "Notes", collectively
the "Commercial Paper Program"), to rank pari passu with the Company's other
unsecured and unsubordinated indebtedness. You have also advised us that the
Notes are exempt from registration under the Securities Act of 1933, as amended,
pursuant to Section 4(2) thereof. The Notes will carry maturity dates of less
than 270 days from the date of issuance.
You have requested that Xxxxxx (1) consent to the issuance of the Notes
under the Xxxxxx Loan Agreement, and (2) agree to subordinate its rights under
the Xxxxxx Note to the Notes in a manner that is substantially similar to the
subordination granted in favor of the Advances.
In consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Xxxxxx hereby consents to the issuance of the Notes by PanAmSat on
substantially the terms and conditions set forth in the Private Placement
Memorandum attached hereto.
2. Xxxxxx hereby agrees to subordinate its rights under the Xxxxxx Note to
the Notes on substantially the same terms as its agreement to subordinate to the
Advances as set forth in the Subordination Agreement, including, but not limited
to, Sections 3, 4, 5 and 7 of thereof.
3. PanAmSat agrees that so long as the Xxxxxx Note remains outstanding (a)
it shall obtain Xxxxxx' prior written consent to any material modifications or
amendments to the Commercial Paper Program; (b) the aggregate principal amount
outstanding under the Notes combined with the aggregate principal amount
outstanding under the Advances shall not exceed $500,000,000; and (c) none of
the Notes shall have a maturity date beyond the last maturity date of any of the
Advances.
4. So long as Notes are outstanding and Xxxxx'x Investors Services
("Xxxxx'x) is rating the Notes, Xxxxxx agrees to notify Moody's in writing at
least 30 days prior to any amendment, modification or termination of this letter
agreement.
5. This letter agreement shall be deemed an amendment or modification to
the Loan Agreement, and shall be subject to all of the terms and conditions
contained therein.
The Loan Agreement shall remain unchanged in all other respects.
If you are in agreement with the foregoing, kindly sign this letter on the
line provided below and return a copy to our attention.
XXXXXX ELECTRONICS CORPORATION
By: Xxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Treasurer
Xxxxxx and acknowledged as of July 22, 1998
PANAMSAT CORPORATION
By: Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President, Finance
