1 EXHIBIT 10.8 THIRD AMENDMENT TO THE GLOBALSTAR, L.P. REVOLVING CREDIT AGREEMENT THIRD AMENDMENT (the "Amendment"), dated as of October 15, 1997 to the Revolving Credit Agreement, dated as of December 15, 1995, as amended by the First Amendment dated...
1
EXHIBIT 10.8
THIRD AMENDMENT TO THE GLOBALSTAR, L.P.
REVOLVING CREDIT AGREEMENT
THIRD AMENDMENT (the "Amendment"), dated as of October 15, 1997 to the
Revolving Credit Agreement, dated as of December 15, 1995, as amended by the
First Amendment dated March 25, 1996 and the Second Amendment dated July 31,
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 as set forth below, such changes to be
effective as of the date hereof:
1. Amendment to Section 2.6(b). Section 2.6(b) is hereby amended by
deleting such section in its entirety and inserting the following in lieu
thereof:
(b) The Commitments shall be automatically reduced by an
amount equal to 100% of the Net Cash Proceeds of any sale or
disposition by the Borrower or any of its Subsidiaries of any assets
except for sales and dispositions permitted by Section 6.5(b).
2. 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, 1999) 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, 1999, such ratio
shall be calculated for the fiscal quarter then ended, (B) June 30,
1999, such ratio shall be calculated for the two consecutive fiscal
quarters then ended and (iii) September 30, 1999, such ratio shall be
2
calculated for the three consecutive fiscal quarters then ended and
provided further that for the fiscal quarter ending on March 31, 1999,
such ratio shall not be less than 1.5 to 1.0.
3. Amendment to Section 6.1(d). Section 6.1(d) shall be deleted in its
entirety.
4. 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.
5. 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.
6. 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.
2
3
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/ Xxxxxx X. Xxxx
----------------------
Name: Xxxxxx X. Xxxx
Title: Assistant Treasurer
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 AMERICAN NATIONAL TRUST
AND SAVINGS ASSOCIATION
(AS SUCCESSOR BY MERGER TO
BANK OF AMERICA ILLINOIS)
By: /s/ Xxxxx Xxxxxxxxx
-----------------------
Name: Xxxxx Xxxxxxxxx
Title: Managing Director
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
-------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ J. Xxxx Xxxxxxx
-----------------------
Name: J. Xxxx Xxxxxxx
Title: Authorized Signatory
3
4
BARCLAYS BANK PLC
By: /s/ Xxxx Xxxxxxxx
---------------------
Name: Xxxx Xxxxxxxx
Title: Director
BAYERISCHE LANDESBANK GIROZENTRALE
By: /s/ Xxxxxxxxx Xxxxxxx
-------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxxxx
----------------------
Name: Xxxxx Xxxxxxxx
Title: Senior Vice Prsident,
Manager Lending
Division
BANQUE NATIONALE DE PARIS
By: /s/ Xxxxxxx X. Xxxx
-----------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
By: /s/ Xxxxxxx Xxxx
--------------------
Name: Xxxxxxx Xxxx
Title: Vice President
Corporate Banking Division
CIBC INC.
By: /s/ Xxxx X. Xxxxxxxx
------------------------
Name: Xxxx X. Xxxxxxxx
Title: Director, CIBC Wood
Gundy Securities Corp.,
as Agent
CITICORP USA, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Attorney-in-Fact
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /s/ Xxxxxxxx Xxxxx
----------------------
Name: Xxxxxxxx Xxxxx
Title: Authorized Signature
CREDIT LYONNAIS NEW YORK BRANCH
4
5
By: /s/ Xxxxxxxx Xxxxx
----------------------
Name: Xxxxxxxx Xxxxx
Title: First Vice President-
Manager
CREDIT SUISSE
By: /s/ X. Xxxx
---------------
Name: X. Xxxx
Title: Director
THE DAI-ICHI KANGYO BANK,
LIMITED, NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxx
-----------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
New York Branch
By: /s/ Xxxxxxxx Xxxxxx
-----------------------
Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
HYPOBANK, NEW YORK BRANCH
By: /s/ Xxxxx Xxxxxx
--------------------
Name: Xxxxx Xxxxxx
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED - NEW YORK BRANCH
By: /s/ Xxxx X. Xxxxxx
----------------------
Name: Xxxx X. Xxxxxx
Title: Joint General Manager
LTCB TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxx
----------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxx
----------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
5
6
THE MITSUBISHI TRUST AND
BANKING CORPORATION
By: /s/ Xxxxxxxxx Xxxxxxx
-------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
NATIONAL CITY BANK
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
NATIONSBANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. McGherin
--------------------------
Name: Xxxxxx X. McGherin
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxx Xxxx
-----------------
Name: Xxxx Xxxx
Title: Sr. Manager
ISTITUTO BANCARIO SAN PAOLO
DI TORINO S.P.A.
By: /s/ X. Xxxxx/E. Viccozo
---------------------------
Name: X. Xxxxx/E. Viccozo
Title: V.P./V.P.
THE SANWA BANK, LIMITED
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
SOCIETE GENERALE
By: /s/ Xxxx X. X. Xxxxxx
-------------------------
Name: Xxxx X. X. Xxxxxx
Title: Vice President
6
7
THE SUMITOMO BANK, LIMITED
By: /s/Motosoke Yagaki
----------------------
Name: Motosoke Yagaki
Title: Joint General Manager
By: /s/Xxxxx Xxxxxx
-------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ M. Bandzierz
--------------------
Name: M. Bandzierz
Title: Managing Director
THE YASUDA TRUST & BANKING
COMPANY, LIMITED
By: /s/ Xxxx Xxxxxxxxxxxxxx
---------------------------
Name: Xxxx Laudenschleger
Title: Senior Vice President
7
