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EXECUTION COPY
FIRST AMENDMENT AND
WAIVER TO
AMENDED AND RESTATED CREDIT AGREEMENT
FIRST
AMENDMENT AND WAIVER dated as of May 22, 2008 (this “
Amendment ”) to the Amended and Restated Customer
Credit Agreement dated as of July 30, 2007 (the “
Credit Agreement ”) between SIRIUS SATELLITE RADIO
INC., a corporation organized under the laws of Delaware (“
Customer ”), and SPACE SYSTEMS/LORAL, INC., a
corporation organized under the laws of Delaware (“
SS/L ”).
WITNESSETH:
WHEREAS,
Sirius has requested an amendment and a waiver to the Credit
Agreement; and
WHEREAS,
SS/L has agreed to the requested amendment and waiver on the terms
and conditions, and subject to making certain other amendments to
the Credit Agreement, in each case as set forth herein.
NOW
THEREFORE, the parties hereto agree as follows:
SECTION 1.
Defined Terms; References . (a) Unless otherwise
specifically defined herein, each term used herein which is defined
in the Credit Agreement has the meaning assigned to such term in
the Credit Agreement. Each reference to “hereof”,
“hereunder”, “herein” and
“hereby” and each other similar reference and each
reference to “this Agreement” and each other similar
reference contained in the Credit Agreement shall, after this
Amendment becomes effective, refer to the Credit Agreement as
amended hereby, except that, for the avoidance of doubt, references
to “the date hereof” or other similar references
contained in the Credit Agreement shall mean the date of the Credit
Agreement, and not the Amendment.
SECTION 2.
Mandatory Prepayment . Section 2.06(b)(1)(B) of the
Credit Agreement is hereby amended by replacing “May 31,
2008” with “September 30, 2008.”
SECTION 3.
No Material Adverse Change . Section 4.02(a) is hereby
amended by adding a new clause (f) to the first sentence
thereof, which clause (f)
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