Amendment No. 1 to Credit Agreement among PanAmSat Corporation, Lenders, and Credit Suisse First Boston
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This amendment updates the existing Credit Agreement between PanAmSat Corporation, its lenders, and Credit Suisse First Boston as Administrative Agent. The amendment allows News Corporation or its subsidiaries to acquire a significant stake in Hughes Electronics Corporation without triggering a change of control under the agreement. The amendment becomes effective upon execution by all parties and payment of a specified amendment fee. All other terms of the original Credit Agreement remain unchanged.
EX-10.78.1 3 y88946exv10w78w1.txt AMENDMENT NO.1 TO THE CREDIT AGREEMENT Exhibit 10.78.1 AMENDMENT NO. 1 AMENDMENT NO. 1, 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: - - - - - - - - - - WHEREAS, Panamsat is a Subsidiary (as defined in the Credit Agreement) of Hughes Electronics Corporation ("Hughes"); WHEREAS, Hughes, 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 "Hughes 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 Hughes), pursuant to which, after giving effect to the transactions contemplated thereby, News Corp., or a Qualified Subsidiary (as defined in the Hughes Stock Purchase Agreement) of News Corp., will acquire 34% of the outstanding common stock of Hughes and under which GM will divest itself of all ownership interests in Hughes; 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 Hughes 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. - 2 - 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 Hughes or, at any time after the completion of the Stock Purchase Transactions, News Corp., (ii) EchoStar, (iii) Charles W. Ergen, 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 "Hughes Stock Purchase Agreement") by and among Hughes, 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 Hughes), pursuant to which, after giving effect to the transactions contemplated thereby, News Corp., or a Qualified Subsidiary (as defined in the Hughes Stock Purchase Agreement) of News Corp., will acquire 34% of the outstanding common stock of Hughes. 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. - 3 - 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/ James W. Cuminale --------------------------------------------- Name: James W. Cuminale Title: Executive Vice President - Corporate Development and Corporate Secretary By /s/ Michael J. Inglese --------------------------------------------- Name: Michael J. Inglese Title: Executive Vice President and Chief Financial Officer CREDIT SUISSE FIRST BOSTON, as Administrative Agent By /s/ Sovonna Day-Goins --------------------------------------------- Name: Sovonna Day-Goins Title: Vice President By /s/ Jennifer A. Pieza --------------------------------------------- Name: Jennifer A. 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.
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