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Exhibit 10.11
AMENDED AND RESTATED CASH COLLATERAL AGREEMENT
AMENDED AND RESTATED CASH COLLATERAL AGREEMENT, dated as of
November
21, 2005 (this "Agreement"), between Space
Systems/Loral, Inc. (the "Pledgor"),
a corporation existing under the laws of
the State of Delaware and successor in
interest to the DIP Pledgor referenced
below, and JPMorgan Chase Bank, N.A.
(formerly known as JPMorgan Chase Bank)
(the "Bank").
W I T N E S S E T H
WHEREAS, pursuant to the Letter of Credit Reimbursement
Agreement,
dated as of April 2, 2004 (as heretofore
amended, supplemented or otherwise
modified, the "Existing L/C Agreement"),
between Space Systems/Loral, Inc., as a
debtor and a debtor-in-possession (the "DIP
Pledgor"), and the Bank, the Bank
has issued Letters of Credit at the request
of, and for the account of, the DIP
Pledgor;
WHEREAS, pursuant to the Cash Collateral Agreement, dated as of
April 2, 2004 (as heretofore amended,
supplemented or otherwise modified, the
"Existing Cash Collateral Agreement"),
between the DIP Pledgor and the Bank, the
DIP Pledgor granted to the Bank a first
priority perfected security interest in
the Collateral and a Superpriority Claim
(each as defined in the Existing L/C
Agreement) pursuant to Section 364(c) of
the Bankruptcy Code to secure repayment
of the obligations under the Existing L/C
Agreement; and
WHEREAS, the Bank and the DIP Pledgor have agreed to amend and
restate the Existing L/C Agreement in its
entirety and, concurrently therewith,
amend and restate the Existing Cash
Collateral Agreement in its entirety such
that the Liens granted to the Bank will not
be cancelled or discharged as a
result of the occurrence of the Plan
Effective Date and such Liens will continue
to secure the obligations of the Borrower
under the Amended and Restated Letter
of Credit Reimbursement Agreement, dated as
of even date herewith (as amended,
supplemented or otherwise modified from
time to time, the "Reimbursement
Agreement");
NOW, THEREFORE, in consideration of the above premises, the
Pledgor
and the Bank hereby agree to amend and
restate the Existing Cash Collateral
Agreement in its entirety as follows:
Section 1. DEFINITIONS. Capitalized terms used herein but not
otherwise defined shall have the meaning
ascribed thereto in the Reimbursement
Agreement.
Section 2. PLEDGE AND ASSIGNMENT. As security for the payment of
all
Obligations of the Pledgor in respect of
the Letters of Credit, under the
Reimbursement Agreement and under this
Agreement, the Pledgor
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hereby irrevocably assigns and pledges to
the Bank, and hereby grants to the
Bank, a first priority security interest in
(i) the Pledgor's account, number
323-351832 (for credit to Space Systems
Loral Inc.), with the Bank at its
offices at 270 Park Avenue, 20th Floor, New
York, NY 10017 (hereinafter called
the "Cash Collateral Account") which Cash
Collateral Account shall be under the
sole dominion and control of the Bank, (ii)
all cash from time to time deposited
into the Cash Collateral Account, (iii) all
Investments (as defined in Section 5
hereof) and certificates and instruments,
if any, from time to time representing
or evidencing the Cash Collateral Account
and (iv) to the extent not covered by
clauses (i) through (iii) above, all
proceeds and products of any and all of the
foregoing (collectively, the "Collateral").
Cash, Investments, security
entitlements or other investments held or
carried in the Cash Collateral Account
shall not be available for use by the
Pledgor or any of its subsidiaries or
Affiliates for any purpose.
Section 3. REMEDIES UPON DEFAULT.
(a) The
Pledgor hereby agrees that if any amount payable by it in
respect of the Obligations is not paid when
due (whether upon demand, at stated
maturity, by acceleration or otherwise),
the Bank may, by giving five (5)
Business Days' notice to the Pledgor: (i)
charge, set-off and otherwise apply
all or any part of the Cash Collateral
against the Obligations then due (or
which become due) or any part thereof or
(ii) exercise in respect of the
Collateral, in addition to other rights and
remedies provided for herein or
otherwise available to it, all the rights
and remedies of a secured party under
the Uniform Commercial Code in effect in
the State of New York at that time.
Without limiting the generality of clause
(ii) above, the Bank may sell, redeem,
collect or otherwise realize on the
Collateral or any portion thereof in one or
more parcels at a public or private sale,
at its offices or elsewhere, for cash,
on credit or for future delivery and on
such other terms as the Bank may deem
commercially reasonable and without notice
or demand except to the extent
required by law (and if any such notice may
be required by law the Pledgor
agrees that at least 5 Business Days'
notice shall constitute reasonable
notification). The Bank shall not be
obligated to make any such sale of
Collateral regardless of whether notice of
such sale has been given and may
adjourn any such sale from time to time by
announcement at the time and place
fixed therefor and such sale may, without
further notice, be made at the time
and place to which it was so adjourned.
(b) Any cash held by the Bank as Collateral and all cash
proceeds
received by the Bank in respect of any sale
of, collection from, or other
realization upon all or any part of the
Collateral may, in the discretion of the
Bank, then or at any time thereafter be
applied in whole or in part by the Bank
against all or any part of the Obligations
then due (or which become due) in
such order as the Bank may elect. Any
surplus of such cash or cash proceeds held
by the Bank and remaining after payment in
full of all of the Obligations after
expiry or termination of all Letters of
Credit shall be paid over to the Pledgor
or to whomsoever may be lawfully entitled
to receive such surplus.
Section 4. MAINTAINING THE CASH COLLATERAL ACCOUNT.
(a) The Pledgor hereby further agrees that so long as any
Letters
of Credit or Obligations are outstanding,
it will deposit and maintain at all
times an amount in the Cash Collateral
Account equal to (x) in the case of
Letters of Credit or Obligations
denominated in Dollars at least one hundred
five percent (105%) of the LC Exposure in
respect of such Letters of
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Credit, and (y) in the case of Letters of
Credit denominated in an Alternative
Currency at least one hundred ten percent
(110%) of the LC Exposure in respect
of such Letters of Credit.
(b) If at any time the Collateral maintained in the Cash
Collateral
Account in respect of any outstanding
Alternative Currency Letters of Credit is
less than 110% of the then Dollar
Equivalent of the LC Exposure relating to such
Alternative Currency Letters of Credit,
then the Pledgor shall, within three (3)
Business Days after receipt of notice from
the Bank delivered in accordance with
Section 3.02 of the Reimbursement
Agreement, deposit an amount in Dollars in the
Cash Collateral Account equal to the amount
required such that the Collateral in
the Cash Collateral Account is not less
than 110% of the Dollar Equivalent of
the LC Exposure relating to such
Alternative Currency Letters of Credit. In the
event that the Collateral maintained in the
Cash Collateral Account in respect
of any outstanding Alternative Currency
Letters of Credit is more than 110% of
the then Dollar Equivalent of the LC
Exposure relating to such Alternative
Currency Letter of Credit, or in the event
that the Collateral maintained in the
Cash Collateral Account in respect of any
other Letter of Credit is more than
105% of the LC Exposure relating to such
other Letter of Credit, so long as no
Default or Event of Default has occurred
and is continuing, the Bank will, no
more often than one time per each fiscal
quarter, upon request from the
Borrower, transfer such excess, as
determined by the Bank in Good Faith,
