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FOURTH AMENDMENT TO THE
GLOBALSTAR, L.P. REVOLVING CREDIT AGREEMENT
FOURTH AMENDMENT (the "Amendment"), dated as of November 13, 1998
to the Revolving Credit Agreement, dated as of December 15, 1995, as amended by
the First Amendment dated March 25, 1996, the Second Amendment dated July 31,
1997, and the Third Amendment dated October 15, 1997 (as such agreement may be
further amended, supplemented or otherwise modified from time to time, the
"Credit Agreement") among GLOBALSTAR, L.P., a Delaware limited partnership ( the
"Borrower""), the several financial institutions parties from time to time
thereto (the "Banks") and THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent (the "Administrative Agent"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement.
WHEREAS, the Borrower, the Banks and the Administrative Agent hereby
agree to amend the Credit Agreement and set forth below, such changes to be
effective as of the date hereof:
1. Amendment to Section 6.1 (c). Section 6.1 (c) shall be amended by
deleting such section in its entirety and inserting the following in lieu
thereof:
Permit for any period of four consecutive fiscal
quarters ending prior to the Release Date (and commencing March 31,
2000) the ratio of (i) the sum of Consolidated Net Income for such
period plus income taxes deducted in determining such Consolidated
Net Income plus Consolidated Fixed Charges for such period to (ii)
Consolidated Fixed Charges for such period to be less than 2.0 to
1.0, provided that for the Borrower's fiscal quarter ending on (A)
March 31, 2000, such ratio shall be calculated for the fiscal
quarter then ended, (B) June 30, 2000, such ratio shall be
calculated for the two consecutive fiscal quarters then ended and
(iii) September 30, 2000, such ratio shall be calculated for the
three consecutive fiscal quarters then ended and provided further
that for the fiscal quarter ending on March 31, 2000, such ratio
shall not be less than 1.5 to 1.0.
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2. Representations and Warranties. The Borrower hereby confirms
that (i) all of the representations and warranties made by the Borrower and its
subsidiaries contained in the Loan Documents are true and correct in all
material respects on and as of the date hereof (other than representations and
warranties made as of a specific date) after giving effect to this Amendment;
(ii) no consent or authorization of any other Loan Party is required to render
this Amendment effective or validate or confirm any other Loan Document; (iii)
no Default or Event of Default shall have occurred and be continuing in the date
hereof after giving effect to this Amendment.
3. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts , each
of which counterparts when executed and delivered shall be an original, but all
of which together shall constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.
4. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.
5. Construction. From and after the date hereof, references in the
Credit Agreement and the other Loan Documents to the Credit Agreement shall be
deemed to reference the Credit Agreement as modified hereby.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
executed and delivered by their respective duly authorized officer as of the day
and year first above written.
GLOBALSTAR, L.P.
By:/s/Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Chief Financial Officer
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Bank
By:/s/Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
BANK OF AMERICA ILLINOIS
By:/s/Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By:________________________
Name:
Title:
THE BANK OF NEW YORK
By:/s/Xxx Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Vice President
THE BANK OF NOVA SCOTIA
By:______________________
Name:
Title:
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BARCLAYS BANK PLC
By:/s/L. Xxxxx Xxxxxx
--------------------------------
Name: L. Xxxxx Xxxxxx
Title: Associate Director
BAYERISCHE LANDESBANK
CIROZENTRALE
By:/s/Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Second Vice President
BANQUE NATIONALE DE PARIS
By:______________________
Name:
Title:
By:______________________
Name:
Title:
CIBC INC.
By:______________________
Name:
Title:
CITICORP USA, INC.
By:/s/Xxxxxx X. Xxxxx, Xx.___
__________________________
Name: Xxxxxx X. Xxxxx, Xx.
Title: Attorney-In-Fact
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By:_____________________
Name:
Title:
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CREDIT SUISSE
By:/s/Credit Suisse____________
-----------------------------
Name: Credit Suisse
Title:
THE DAI-ICHI KANGYO BANK, LIMITED,
NEW YORK BRANCH
By:/s/Xxxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By:_____________________
Name:
Title:
HYPOBANK, NEW YORK BRANCH
By:/s/Xxxxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED -
NEW YORK BRANCH
By:/s/Xxxxxxx Xxxxx
--------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Senior Vice President
LTCB TRUST COMPANY
By:/s/Xxx Yoshizakt
--------------------------------
Name: Xxx Yoshizakt
Title: Senior Vice President
MELLON BANK, N.A.
By:_____________________
Name:
Title:
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THE MITSUBISHI TRUST AND BANKING CORPORATION
By:_____________________
Name:
Title:
NATIONAL CITY BANK
By:_____________________
Name:
Title:
NATIONSBANK, N.A.
By:/s/Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx x. Xxxxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By:/s/PNC Bank, National Association
--------------------------------
Name: PNC Bank, National Association
Title:
ROYAL BANK OF CANADA
By:/s/Royal Bank of Canada
--------------------------------
Name: Royal Bank of Canada
Title:
ISTITUTO BANCARIO SAN PAOLO DI TORINO S.P.A.
By:/s/X. Xxxxx
--------------------------------
Name: X. Xxxxx
Title: Vice President
THE SANWA BANK, LIMITED
By:/s/The Sanwa Bank, Limited
--------------------------------
Name: The Sanwa Bank, Limited
Title:
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SOCIETE GENERALE
By:_____________________
Name:
Title:
THE SUMITOMO BANK, LIMITED
By:/s/Xxxx Xxxxxx
______________________________
Name: Xxxx Xxxxxx
Title: General Manager
TORONTO DOMINION (TEXAS), INC.
By:_____________________
Name:
Title:
THE YASUDA TRUST & BANKING COMPANY, LIMITED
By:_____________________
Name:
Title:
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