Exhibit 10.78.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of June 18, 2003 (this "Amendment No. 1"), to
the Credit Agreement dated as of February 25, 2002 (as heretofore modified and
supplemented and in effect on the date hereof, the "Credit Agreement"), between
PANAMSAT CORPORATION, a Delaware corporation (the "Borrower"), the several banks
and other financial institutions from time to time parties thereto (the
"Lenders") and CREDIT SUISSE FIRST BOSTON, as Administrative Agent for the
Lenders (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
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WHEREAS, Panamsat is a Subsidiary (as defined in the Credit Agreement)
of Xxxxxx Electronics Corporation ("Xxxxxx");
WHEREAS, Xxxxxx, General Motors Corporation ("GM") and The News
Corporation Limited ("News Corp."), have entered into a Stock Purchase
Agreement, dated as of April 9, 2003 (the "Xxxxxx Stock Purchase Agreement"),
and certain additional agreements contemplated thereby (including but not
limited to the Agreement and Plan of Merger by and among News Corp. and Xxxxxx),
pursuant to which, after giving effect to the transactions contemplated thereby,
News Corp., or a Qualified Subsidiary (as defined in the Xxxxxx Stock Purchase
Agreement) of News Corp., will acquire 34% of the outstanding common stock of
Xxxxxx and under which GM will divest itself of all ownership interests in
Xxxxxx;
WHEREAS, such acquisition could result in the occurrence of a Change in
Control (as defined in the Credit Agreement);
WHEREAS, the Borrower wishes to amend the Credit Agreement to expressly
permit News Corp. or a Qualified Subsidiary thereof, or other entities under the
Control (as defined in the Credit Agreement) of News Corp. or a Qualified
Subsidiary, to acquire such common stock of Xxxxxx without such acquisition
resulting in the occurrence of a Change in Control and, in that connection, the
Administrative Agent has been granted authority by the Required Lenders under
and as defined in the Credit Agreement to execute and deliver this Amendment No.
1;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
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Section 2. Amendments to the Credit Agreement. Subject to the
satisfaction of the conditions set forth in Section 3 hereof, Section 1.01 of
the Credit Agreement shall be amended by (i) adding the following definitions
(to the extent not already included in said Section 1.01) and (ii) amending in
their entirety the following definitions (to the extent already included in said
Section 1.01) as follows:
"News Corp." means The News Corporation Limited, an Australia
corporation.
"Permitted Holder" means each of (i) General Motors or Xxxxxx
or, at any time after the completion of the Stock Purchase Transactions,
News Corp., (ii) EchoStar, (iii) Xxxxxxx X. Xxxxx, his spouse, children
and other lineal descendants and any trust the sole beneficiaries of
which are one or more of such individuals and (iv) any Subsidiary
(including a Holding Company) or any other Person, directly or
indirectly, Controlled by any of the foregoing.
"Stock Purchase Transactions" means the transactions
contemplated by the Stock Purchase Agreement, dated as of April 9, 2003
(the "Xxxxxx Stock Purchase Agreement") by and among Xxxxxx, General
Motors Corporation and News Corp., and certain additional agreements
contemplated thereby (including but not limited to the Agreement and
Plan of Merger by and among News Corp. and Xxxxxx), pursuant to which,
after giving effect to the transactions contemplated thereby, News
Corp., or a Qualified Subsidiary (as defined in the Xxxxxx Stock
Purchase Agreement) of News Corp., will acquire 34% of the outstanding
common stock of Xxxxxx.
Section 3. Conditions to Effectiveness. The amendment to the Credit
Agreement set forth in Section 2 is subject to, and will become effective as of
the date hereof upon, the execution and delivery of this Amendment No. 1 by the
Borrower and the Administrative Agent, and of the consent by the Subsidiary
Guarantors provided for on the signature pages hereto, and the receipt by the
Administrative Agent, for the account of each Lender that, not later than 5:00
p.m. New York City time on June 18, 2003, shall have authorized the
Administrative Agent to execute and deliver this Amendment No. 1, an amendment
fee in an amount equal to 0.05% of the sum of such Lender's Revolving Credit
Commitment, and outstanding Term Loans, on such date.
Section 4. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 1 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 1 by signing any such counterpart. This
Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
PANAMSAT CORPORATION
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President - Corporate
Development and Corporate
Secretary
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President and Chief
Financial Officer
CREDIT SUISSE FIRST BOSTON,
as Administrative Agent
By /s/ Sovonna Day-Xxxxx
---------------------------------------------
Name: Sovonna Day-Xxxxx
Title: Vice President
By /s/ Xxxxxxxx X. Pieza
---------------------------------------------
Name: Xxxxxxxx X. Pieza
Title: Associate
Each of the Subsidiary Guarantors, by its signature below, hereby
consents to the foregoing Amendment No. 1 for purposes of the Guarantee
Agreement.
NET/36, INC. PANAMSAT ASIA CARRIER
SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------- -------------------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title:Executive Vice President - Corporate Title: Executive Vice President and Chief
Development and Corporate Financial Officer
Secretary
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PANAMSAT CAPITAL CORPORATION PANAMSAT CARRIER SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------- -------------------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President - Corporate Title: Executive Vice President and Chief
Development, General Counsel and Financial Officer
Corporate Secretary
PANAMSAT COMMUNICATIONS PANAMSAT COMMUNICATIONS
CARRIER SERVICES, INC. JAPAN, INC.
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------- -------------------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President - Corporate Title: Executive Vice President and Chief
Development, General Counsel and Financial Officer
Corporate Secretary
PANAMSAT COMMUNICATIONS PANAMSAT INDIA, INC.
SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------- -------------------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President - Corporate Title: Executive Vice President and Chief
Development, General Counsel and Financial Officer
Corporate Secretary
PANAMSAT INDIA MARKETING, L.L.C. PANAMSAT INTERNATIONAL
HOLDINGS, LLC
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------- -------------------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Manager Title: Executive Vice President and Chief
Financial Officer
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PANAMSAT INTERNATIONAL PANAMSAT INTERNATIONAL
SALES, INC. SYSTEMS LIMITED
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------- -------------------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President - Corporate Title: Executive Vice President and Chief
Development, General Counsel and Financial Officer
Corporate Secretary
PANAMSAT INTERNATIONAL PANAMSAT INTERNATIONAL
SYSTEMS LIMITED SYSTEMS, L.L.C.
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxx X. Xxxxxxxx
------------------------------------------------- -------------------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Secretary Title: Manager
PANAMSAT INTERNATIONAL PANAMSAT LICENSEE CORP.
SYSTEMS MARKETING, LLC
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxx X. Xxxxxxxx
------------------------------------------------- -------------------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Manager Title: Executive Vice President - Corporate
Development, General Counsel and
Corporate Secretary
PANAMSAT MARKETING PAS INTERNATIONAL
CORPORATION EMPLOYMENT, INC.
By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxxxx
------------------------------------------------- -------------------------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief Title: Executive Vice President - Corporate
Financial Officer Development, General Counsel and
Corporate Secretary
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SERVICE AND EQUIPMENT SOUTHERN SATELLITE CORP.
CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxxxx
------------------------------------------------- -------------------------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief Title: Executive Vice President - Corporate
Financial Officer Development, General Counsel and
Corporate Secretary
SOUTHERN SATELLITE USHI, LLC
LICENSEE CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxxxx
------------------------------------------------- -------------------------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief Title: Executive Vice President - Corporate
Financial Officer Development, General Counsel and
Corporate Secretary
