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EXHIBIT 10.7
SECOND AMENDMENT TO THE GLOBALSTAR, L.P.
REVOLVING CREDIT AGREEMENT
SECOND AMENDMENT, dated July 31, 1997 to the Revolving Credit
Agreement, dated as of December 15, 1995, as amended on March 25, 1996 (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").
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:
l. Amendment to Section 1.1. (a) The definition of "Additional Buildout
Indebtedness" set forth in Section 1.1 of the Credit Agreement is hereby amended
in its entirety as follows:
"Additional Buildout Indebtedness": Indebtedness (including senior and
subordinated debt securities and bank financing) of the Borrower or any of its
Wholly-Owned Subsidiaries that is a Guarantor incurred or issued to finance the
buildout of the Satellite Project and related costs which either (a) constitutes
Gateway/Handset Vendor Financing or (b) satisfies the following criteria:
(i) none of such Indebtedness will mature (by scheduled payment or
mandatory payment or prepayment) prior to the Termination Date; and
(ii) such Indebtedness bears interest at a market rate of interest.
Additional Buildout Indebtedness shall not include the vendor financing
permitted under Sections 6.2(f) and (g). The Borrower shall designate
Indebtedness as Additional Buildout Indebtedness at the time it is created or
incurred.
(b) A new definition of "Gateway/Handset Vendor Financing" shall be
added to Section 1.1:
"Gateway/Handset Vendor Financing": Indebtedness of the Borrower or any
of its Wholly-Owned Subsidiaries that is a Guarantor not to exceed $100,000,000
in principal amount at any
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time outstanding incurred for the purpose of financing the purchase of
Globalstar gateways and user terminals, including gateways and user terminals
purchased for resale to service providers, provided that such Indebtedness shall
not be secured by any assets of the Borrower or any of its Subsidiaries other
than the gateways and user terminals so financed, the proceeds of such resales
and the account (as long as such account shall not constitute or include a
Partner Collateral Account) in which such proceeds are deposited.
(c) Clause (ii) of the definition of "Release Date Conditions
Precedent" set forth in Section 1.1 of the Credit Agreement is hereby amended in
its entirety as follows:
(ii)(A) the Obligations (and, if applicable, the obligations of a
Subsidiary under any guarantee referred to in clause (B) below) are secured on
at least a pari passu and equal and ratable basis by the collateral securing all
outstanding Additional Buildout Indebtedness (other than Additional Buildout
Indebtedness which constitutes Gateway/Handset Vendor Financing) and (B) insofar
as any of such outstanding Additional Buildout Indebtedness is owed by or
guaranteed by a Subsidiary of the Borrower, such Subsidiary has guaranteed
payment of the Obligations, in all cases under the preceding clauses (A) and (B)
on terms and conditions relating to such collateral and guarantees (including
intercreditor arrangements) satisfactory to the Required Banks,
2. Amendment to Section 3.19. The first sentence of Section 3.19 is
hereby amended in its entirety as follows:
"All Obligations (and, if applicable, the obligations of a Subsidiary
under any guarantee referred to in the last sentence of this Section) are
secured on at least a pari passu and equal and ratable basis by all collateral
securing all outstanding Additional Buildout Indebtedness (other than Additional
Buildout Indebtedness which constitutes Gateway/Handset Vendor Financing).
3. Effectiveness. This Amendment shall become effective as of the date
hereof when it is executed by each Bank and the Borrower and acknowledged by
Lockheed Xxxxxx, the Subsidiary Guarantor and each other Partner Guarantor who
has delivered a Partner Guarantee.
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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/ 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 America National Trust and
Savings Association (successor by
merger to
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
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BARCLAYS BANK PLC
By: /s/ X. X. Xxxxxxxx
----------------------
Name: X. X. 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
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Name: Xxxxxxx Xxxx
Title: Vice President
Corporate Banking Division
CIBC INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Director, CIBC Wood
Gundy Securities Corp.,
as Agent
CITICORP USA, INC.
By: /s/ Xxxxxx X. Xxxxxx
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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
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By: /s/ Xxxxxxxx Xxxxx
----------------------
Name: Xxxxxxxx Xxxxx
Title: First Vice President-
Manager
CREDIT SUISSE
By: /s/ X. Xxxx
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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
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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: Deputy 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
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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
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. McGherin
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Name: Xxxxxx X. McGherin
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxxxx Xxxxxxxx
-----------------------
Name: Xxxxxx Xxxxxxxx
Title: Manager
ISTITUTO BANCARIO SAN PAOLO
DI TORINO S.P.A.
By: /s/ X. Xxxxx/Xxxxxxxxxx Xxxxx
---------------------------------
Name: X. Xxxxx/Xxxxxxxxxx Xxxxx
Title: V.P./V.P.
THE SANWA BANK, LIMITED
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
SOCIETE GENERALE
By: /s/ Xxxx X. X. Xxxxxx
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Name: Xxxx X. X. Xxxxxx
Title: Vice President
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THE SUMITOMO BANK, LIMITED
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: General Manager
TORONTO DOMINION (TEXAS), INC.
By: /s/ M. Bandzierz
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Name: M. Bandzierz
Title: Managing Director
THE YASUDA TRUST & BANKING
COMPANY, LIMITED
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Deputy General Manager
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