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FIRST AMENDMENT
FIRST AMENDMENT, dated as of May 7, 1998 (this "Amendment"), to and of the
Amended and Restated Credit and Participation Agreement, dated as of November
14, 1997 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among LORAL SPACECOM CORPORATION (the "Borrower"), SPACE
SYSTEMS/LORAL, INC. ("SS/L"), the Banks from time to time parties thereto (the
"Banks"), ISTITUTO BANCARIO SAN PAOLO DI TORINO S.P.A. ("San Paolo"),
individually and as selling bank (in such capacity, the "Selling Bank"), BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION ("Bank of America"), as
administrative agent (in such capacity, the "Administrative Agent") and as
issuing bank, THE CHASE MANHATTAN BANK, as syndication agent and NATIONSBANK OF
TEXAS, N.A., as documentation agent.
W I T N E S S E T H :
WHEREAS, the Borrower has requested that the Credit Agreement be amended to
extend the period of time by which the Borrower must deliver financial
statements to the Administrative Agent, the Selling Bank and each Bank; and
WHEREAS, the Required Banks are willing to agree to such amendment;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein and for other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Section 1. Defined Terms. Unless otherwise defined herein, terms defined in
the Credit Agreement are used herein as therein defined.
Section 2. Amendment of Subsection 8.1 (Financial Statements). Subsection
8.1 of the Credit Agreement is hereby amended as follows:
(a) by deleting the reference to "90 days" in the first line of
paragraph (a) of such subsection and substituting "120 days" therefor.
(b) by deleting the phrase "45 days" in the first line of paragraph
(b) of such subsection and substituting "60 days" therefor.
Section 3. Conditions Precedent. This Amendment shall become effective as
of the date (the "Amendment Effective Date") that the Administrative Agent shall
have received counterparts of this Amendment, duly executed by the Borrower,
SS/L, the Selling Bank and the Required Banks.
Section 4. Legal Obligation. The Company represents and warrants to each
Bank that this Amendment constitutes the legal, valid and binding obligation of
the Borrower,
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enforceable against it in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyances, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.
Section 4. Continuing Effect. Except for the amendments expressly provided
herein, the Credit Agreement shall continue to be, and shall remain, in full
force and effect in accordance with its terms. The amendments provided herein
shall be limited precisely as drafted and shall not be construed to be an
amendment or waiver of any other provision of the Credit Agreement other than as
specifically provided herein.
Section 5. Expenses. The Borrower agrees to pay or reimburse the Agent for
all of its reasonable out-of-pocket costs and expenses incurred in connection
with the development, preparation and execution of, and any amendment,
supplement or modification to, this Amendment and any other documents prepared
in connection herewith, and the consummation of the transactions contemplated
hereby and thereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.
SECTION 6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED 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 to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.
LORAL SPACECOM CORPORATION
By: /s/ Loral SpaceCom Corporation
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Title:
SPACE SYSTEMS/LORAL, INC.
By: /s/Space Systems/Loral, Inc.
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Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
as Administrative Agent and as a
Bank
By: /s/Xxxxx X. Xxxxxxxxx
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Title: Managing Director
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Issuing Bank
By: /s/Xxxxx X. Xxxxxxxxx
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Title: Managing Director
ISTITUTO BANCARIO SAN PAOLO DI TORINO,
S.P.A.,
as Selling Bank and in its
individual capacity
By: /s/Istituto Bancario San Paolo Di
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Torino, S.P.A.
Title: Vice Presidents
By:
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Title:
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THE CHASE MANHATTAN BANK
By: /s/Xxxxxxx X. Xxxxx
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Title:
NATIONSBANK OF TEXAS, N.A.
By: /s/Xxxxxx X. Xxxxxxxx
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Title: Vice President
THE BANK OF NEW YORK
By: /s/Xxx Xxxxxxx
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Title: Vice President
BARCLAYS BANK PLC
By:/s/Barclays Bank PLC
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Title: Director
CREDIT LYONNAIS, NEW YORK BRANCH
By: /s/Credit Lyonnais, New York Branch
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Title: Vice President
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DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By: /s/Xxxxxx Xxxx
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Title: Director
By:/s/Xxxxx X. Xxxxxxx
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Title: Director
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/The Industrial Bank of Japan, Limited
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Title: Joint General Manager
MELLON BANK N.A.
By: /s/Mellon Bank N.A
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Title: Senior Vice President
THE SANWA BANK, LIMITED,
NEW YORK BRANCH
By:
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Title:
SOCIETE GENERALE
By: /s/Societe Generale
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Title: Vice President
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THE SUMITOMO BANK LIMITED
By: /s/Xxxx X. Xxxxxxxxx
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Title: Joint General Manager
BANK OF MONTREAL
By: /s/X.X. Xxxxxx
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Title: Director
THE BANK OF NOVA SCOTIA
By: /s/J. Xxxx Xxxxxxx
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Title:
BANQUE NATIONALE DE PARIS
By: /s/Sophie Revillard Xxxxxxx
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Title: Vice President
By: /s/Xxxx Xxxxxx
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Title: Assistant Vice President
BANQUE PARIBAS
By: /s/Banque Paribas
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Title: Vice President
By: /s/Xxxxxxx X. Xxxxxx
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Title: Assistant Vice President
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BAYERISCHE LANDESBANK GIROZENTRALE
CAYMAN ISLANDS BRANCH
By: /s/Xxxxx Xxxxxxx
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Title: Senior Vice President
Manager Lending Division
By: /s/Xxxx X'Xxxxxxxx
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Title: Vice President
CIBC INC.
By: /s/Xxxxxxx XxXxxxxx
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Title: Executive Director
CITICORP USA, INC.
By: /s/Citicorp USA, Inc.
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Title: Attorney-in-Fact
FUJI BANK, LIMITED
By: /s/Fuji Bank, Limited
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Title: Vice President and Manager
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED
By: /s/Xxx Xxxxxxxxx
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Title: Deputy General Manager
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THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/Xxxxx X. Xxxxx
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Title: Senior Vice President
NATIONAL CITY BANK
By:
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Title:
PNC BANK, NATIONAL ASSOCIATION
By:/s/Xxxxxxx X. Xxxxxxxx
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Title: Vice President
THE TOKAI BANK, LIMITED
NEW YORK BRANCH
By: /s/The Tokai Bank, Limited New York Branch
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Title: Assistant General Manager
THE TOYO TRUST & BANKING CO., LTD.
By: /s/The Toyo Trust & Banking Co., Ltd.
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Title: Vce President
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YASUDA TRUST AND BANKING COMPANY,
LIMITED
By:
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Title:
