EXHIBIT 4.3.2
FIRST AMENDMENT TO LOAN AGREEMENT
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The First Amendment to Loan Agreement ("Amendment") is entered into as
of December 22, 1997, by and between XXXXXX ELECTRONICS CORPORATION, formerly
known as Xxxxxx Network Systems, Inc. ("Lender") and PANAMSAT CORPORATION,
formerly known as Magellan International, Inc. ("Borrower").
Whereas, Lender and Borrower are parties to this certain Loan
Agreement ("Agreement") dated as of May 15, 1997, and wish to amend said
Agreement as provided hereto:
Now, therefore, for good consideration, the receipt and sufficiency of
which is hereby acknowledged, Lender and Borrower agree as follows:
1. Capitalized terms not otherwise defined in this Amendment shall
have the meanings given in the Agreement.
2. The Loan Agreement is hereby amended by adding the following new
section 3.3:
3.3 Required Refinancing. At any time on or after May 16, 2000,
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Lender may, in its sole discretion, request Borrower to use its best
efforts to replace the credit facility provided by Lender pursuant to
this Agreement, with such credit facility and on such terms as may be
available to Borrower. Upon receipt of a written request from Lender
to replace such credit facility, Borrower agrees to diligently pursue
a replacement credit facility and it use its best efforts to locate
and conclude such replacement at the earliest possible date.
3. Except as specifically provided herein, all terms of the Agreement
remain unchanged and in full force and effect.
4. This Amendment may be executed in one or more counterparts, each
of which shall be an original document but all of which shall constitute but one
agreement. Any document containing the signature of a party transmitted via
facsimile transmission by such party, shall be deemed an original executed
document.
XXXXXX ELECTRONICS CORPORATION PANAMSAT CORPORATION
By: Xxxxxx X. Xxxxxxxx By: Xxxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxx
Assistant Treasurer Executive Vice President and
Chief Financial Officer
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