EXHIBIT 10.6.2
FIRST AMENDMENT
TO
LEASE AGREEMENT
[TRUST DESIGNATION 1]
DATED AS OF JUNE 18, 1993
BY AND BETWEEN
XXXXXX COMMUNICATIONS GALAXY, INC.
AS LESSEE,
AND
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION
not in its individual capacity but
solely as Owner Trustee, Lessor
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Transponders aboard
Galaxy VII
Communications Satellites
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NOTE: THIS FIRST AMENDMENT TO LEASE AGREEMENT HAS BEEN ASSIGNED TO AND IS
SUBJECT TO A SECURITY INTEREST IN FAVOR OF WILMINGTON TRUST COMPANY, AS
INDENTURE TRUSTEE, UNDER AND TO THE EXTENT SET FORTH IN THE INDENTURE, DATED AS
OF SEPTEMBER 9, 1992, AS AMENDED, BY AND BETWEEN LESSOR AND WILMINGTON TRUST
COMPANY, AS INDENTURE TRUSTEE. TO THE EXTENT, IF ANY, THAT THIS FIRST AMENDMENT
TO LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE
UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO
SECURITY INTEREST IN THIS FIRST AMENDMENT TO LEASE AGREEMENT MAY BE CREATED
THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL
EXECUTED COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART CONTAINING
THE RECEIPT THEREFOR EXECUTED BY WILMINGTON TRUST COMPANY, AS INDENTURE TRUSTEE,
ON THE SIGNATURE PAGE THEREOF.
FIRST AMENDMENT TO LEASE AGREEMENT
[TRUST DESIGNATION 1]
FIRST AMENDMENT to the LEASE (as defined below), dated as of June 18,
1993 (the "First Amendment"), between XXXXXX COMMUNICATIONS GALAXY, INC., a
California corporation, as Lessee, and STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity, but solely in its capacity as Owner Trustee under the Trust
Agreement, as Lessor.
WHEREAS, the parties hereto are parties to that certain Lease
Agreement [Trust Designation 1] dated as of December 31, 1992 (the "Lease");
WHEREAS, Section 24(b) of the Lease provides that the Lease may be
amended by an instrument in writing;
WHEREAS, the parties hereto wish to amend the Lease to reflect certain
changes to the provisions of the Lease needed in connection with the refinancing
of the Series G Notes; and
WHEREAS, the entry into this First Amendment by the parties hereto is
in all respects authorized pursuant to the Second Amendment to Participation
Agreement [Trust Designation 1] dated as of June 18, 1993 among Lessee, ORION
ONE, INC., a Delaware corporation, as Owner Participant, Owner Trustee, CIBC
INC. and INTERNATIONALE NEDERLANDEN LEASE STRUCTURED FINANCE B.V. as the holders
of the Series G Notes, WILMINGTON TRUST COMPANY, a Delaware banking corporation,
as Indenture Trustee, and BT SECURITIES CORPORATION, a Delaware corporation, not
in its individual capacity, but solely as Agent for Owner Participant and the
Other Owner Participants.
NOW THEREFORE, in consideration of the premises and of the mutual
agreements contained herein and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendments.
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a. The first sentence of Section 19(c) of the Lease is hereby
amended by (i) deleting the words "Lessee may assume the Notes" and substituting
therefor "Lessee may, with Guarantor's consent, cause Guarantor to Assume the
Notes," and (ii) deleting the words "assume" and "assumed" whenever they appear
therein, and substituting therefor "Assume" and "Assumed," respectively.
b. The second sentence of Section 19(c) of the Lease is hereby
deleted and replaced by the following: "Once GMHE has elected to Assume the
Notes and notice of such election has been given in Lessee's notice pursuant to
Section 19(b) hereof,
such Notes shall be mandatorily Assumed by GMHE pursuant to the Indenture."
2. Other Terms of Lease. Except insofar as herein otherwise
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expressly provided, all the provisions, terms and conditions of the Lease are in
all respects ratified and confirmed and shall remain in full force and effect.
3. Effectiveness. This First Amendment shall become effective
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concurrently with the refinancing of the Series G Notes.
4. Further Assurances. The parties hereto will execute and deliver
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such further instruments and do such further acts as may reasonably be necessary
or proper to carry out more effectively the purposes of this First Amendment.
5. Counterparts. This First Amendment may be executed in any number
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of counterparts, each of which shall be deemed an original for all purposes, but
such counterparts shall together constitute but one and the same instrument.
6. Definitions. Except as otherwise defined herein, capitalized
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terms used herein, for all purposes hereof, shall have the respective meanings
assigned thereto in Appendix A to the Participation Agreement, as amended.
7. Governing Law. This First Amendment has been delivered in, and
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shall in all respects be governed by, and construed in accordance with, the laws
of the State of New York applicable to agreements made and to be performed
entirely within such State, without giving effect to the conflicts of laws
provisions thereof.
IN WITNESS WHEREOF, the parties have executed this First Amendment
through their duly authorized representatives as of the day and year first above
written.
ACCEPTED AND AGREED TO:
XXXXXX COMMUNICATIONS GALAXY, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Title: Vice President and Secretary
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0
XXXXX XXXXXX BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
not in its individual capacity
but solely as Owner Trustee, Lessor
By: /s/ X. Xxxxx
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Name: X. Xxxxx
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Title: Assistant Vice President
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