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This excerpt taken from the SIRI 10-Q filed Nov 1, 2007. SPACE SYSTEMS/LORAL, INC., a Delaware corporation (“SS/L”), as Lender under the Customer Credit Agreement (as defined below) (the “Initial Lender”) for the benefit of itself and any other Person that becomes a
Lender (as defined in the Customer Credit Agreement) under the Customer Credit Agreement pursuant to Section 9.04 thereof after the date hereof (the Initial Lender, together with the other Lenders and their respective successors and assigns being
collectively the “Secured Party”).
WHEREAS, the Customer and SS/L entered into that certain Satellite Purchase Agreement, dated as of May 31, 2006 (the “Original Satellite Purchase Agreement”), relating to the construction and sale of the FM-5 Satellite (as defined therein); WHEREAS, in connection with the Original Satellite Purchase Agreement, the Customer and the Initial lender entered into that certain Customer Credit Agreement, dated as of May 31, 2006 (the “Original Customer Credit Agreement”), relating to the financing of a portion of the purchase price for the FM-5 Satellite; WHEREAS, to secure the Customer’s obligations under the Original Customer Credit Agreement, the Customer and the Secured Party entered into that certain Security Agreement, dated as of May 31, 2006 (the “Original Security Agreement”); WHEREAS, the Customer and SS/L propose to enter into that certain Amended and Restated Satellite Purchase Agreement, dated as of July 23, 2007 (as such agreement may be amended, modified or supplemented from time to time, the “Satellite Purchase Agreement”), providing, subject to the terms and conditions thereof, for the construction and sale of the FM-6 Satellite (as defined therein and, together with the FM-5 Satellite, the “Satellites”); WHEREAS, in connection with the Satellite Purchase Agreement, the Customer has requested that the Initial Lender finance a portion of the purchase price for each Satellite pursuant to the terms and conditions of that certain Amended and Restated Customer Credit Agreement, dated as of July 30, 2007 (as such agreement may be amended, modified or supplemented from time to time, the “Customer Credit Agreement”), providing, subject to the terms and conditions thereof, for the extension of credit in respect of the Satellites to be made by the Initial Lender to the Customer in an aggregate principal amount not exceeding $100,000,000; and WHEREAS, in connection with the amendment and restatement of the Original Customer Credit Agreement, as described above, the parties desire to renew, amend and restate the Original Security Agreement in its entirety in accordance with the terms hereof to add collateral in respect of the FM-6 Satellite and to provide that all Liens and security interests (the C-1 “Existing Security Interests”) in respect of the FM-5 Satellite currently securing the indebtedness and obligations under the Original Customer Credit Agreement, including those under the Original Security Agreement, shall continue and be reaffirmed, all as security for the Obligations of the Customer under the Customer Credit Agreement and the other Loan Documents; NOW, THEREFORE, to induce the Secured Party to enter into the Customer Credit Agreement and in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Customer has agreed to grant a security interest in the FM-6 Collateral (as hereinafter defined) and to continue and reaffirm the Existing Security Interests in the FM-5 Collateral (as hereinafter defined), all as security for the Obligations (as so defined). Accordingly, the parties hereto agree as follows: ARTICLE X.DEFINITIONS. ALL CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITIONS SHALL HAVE THE RESPECTIVE MEANINGS PROVIDED THEREFOR IN THE CUSTOMER CREDIT AGREEMENT EXCEPT THE FOLLOWING TERMS SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE SATELLITE PURCHASE AGREEMENT: “FM-5 DATA AND DOCUMENTATION”, “FM-5 DELIVERABLE ITEMS”, “FM-5 DELIVERABLE SERVICES”, “FM-5 DSS”, “FM-5 INTELLECTUAL PROPERTY”, “FM-5 WORK-IN-PROGRESS”, FM-6 DATA AND DOCUMENTATION”, “FM-6 DELIVERABLE ITEMS”, “FM-6 DELIVERABLE SERVICES”, “FM-6 DSS”, “FM-6 INTELLECTUAL PROPERTY”, “FM-6 WORK-IN-PROGRESS” AND “SCE ELEMENTS”. ALL TERMS DEFINED IN THE UNIFORM COMMERCIAL CODE OF THE STATE OF NEW YORK (AS IN EFFECT FROM TIME TO TIME, THE “UCC”) AND USED HEREIN SHALL HAVE THE SAME DEFINITIONS HEREIN AS SPECIFIED THEREIN. THE TERM “STATE” MEANS THE STATE OF NEW YORK. THE TERMS “AGREEMENT”, “CUSTOMER”, “SS/L”, “INITIAL LENDER”, “SECURED PARTY”, “ORIGINAL SATELLITE PURCHASE AGREEMENT”, “ORIGINAL CUSTOMER CREDIT AGREEMENT”, “ORIGINAL SECURITY AGREEMENT”, “ |
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