1
EXHIBIT 10.15
EXECUTION COPY
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of December 19, 1997 among:
IRIDIUM OPERATING LLC (as transferee of IRIDIUM LLC), a
limited liability company duly organized and validly existing under
the laws of the State of Delaware (the "Company");
the Lenders party to the below-mentioned Credit Agreement
(individually, a "Lender" and, collectively, the "Lenders"); and
THE CHASE MANHATTAN BANK, as administrative agent for the
Lenders under the Credit Agreement referred to below (in such
capacity, the "Administrative Agent").
WHEREAS, on or prior to the date hereof, Iridium LLC
transferred pursuant to that certain Asset Transfer Agreement dated as of
December 18, 1997 between Iridium LLC and the Company substantially all of its
assets to the Company and in conjunction with such transfer the Company assumed
all of the obligations of Iridium LLC under the Credit Agreement and the
Revolving Credit Notes;
WHEREAS, the Company, the Lenders and the Administrative Agent
are parties to a Credit Agreement dated as of August 21, 1996 (as heretofore
modified and supplemented and in effect on the date hereof, the "Credit
Agreement") among the Company, the Lenders, Chase Securities Inc. and Barclays
Capital, the investment banking division of Barclays Bank PLC (formerly, BZW, a
division of Barclays Bank PLC), each in its capacity as Global Arranger in
respect of the Credit Agreement, the Administrative Agent and Barclays Bank
PLC, as documentation agent, providing, subject to the terms and conditions
thereof, for loans to be made by said Lenders to the Company up to an original
aggregate principal amount of $750,000,000, which commitments have been
permanently reduced as of the date hereof to $450,000,000;
WHEREAS, concurrently herewith the Company is entering into a
new senior secured credit agreement with certain lenders providing, subject to
the terms and conditions thereof, for additional loans to be made by such
lenders to the Company in an aggregate principal amount up to $1,000,000,000;
WHEREAS, the Company, the Lenders and the Administrative Agent
wish to amend the Credit Agreement in certain respects, and Motorola, which has
guaranteed the prompt
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payment in full of certain amounts owning under the Credit Agreement, wishes to
consent to such amendments and to confirm its guarantee. Accordingly, the
parties hereto hereby agree as follows:
SECTION 1. Definitions. Except as otherwise defined in this
Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein.
SECTION 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 4 hereof, the Credit Agreement shall
be amended as of the Effective Date (as defined in said Section 4) as follows:
2.01. Section 1.01 of the Credit Agreement shall be amended
by adding the following new definitions (to the extent not already included in
said Section 1.01) and inserting the same in the appropriate alphabetical
locations and amending in their entirety the following definitions (to the
extent already included in said Section 1.01), as follows:
"Amendment No. 1" shall mean Amendment No. 1 dated as of
December 19, 1997 to this Agreement.
"Average Life" shall mean, as of the date of determination
with respect to any Indebtedness, the quotient obtained by dividing
(a) the sum of the products of the number of years from the date of
determination to the dates of each successive scheduled principal
payment of such Indebtedness multiplied by the amount of such payment
by (b) the sum of all such payments.
"Commercial Activation" shall mean the date on which the
Company commences generally available commercial service on the
IRIDIUM(R) global wireless communications system.
"Commitment Termination Date" shall mean June 30, 1999.
"LLC Agreement" shall mean the Limited Liability Company
Agreement of Iridium Operating LLC entered into by the members of the
Company, dated as of December 18, 1997, pursuant to which the Company
is organized, as the same shall be amended and otherwise modified and
in effect from time to time.
"Maximum Available Amount" shall mean, as of the date of
determination thereof, an amount (rounded downward to the
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nearest $1,000,000) equal to 99 1/3% of the total Commitments in effect as of
such date of determination.
"Moody's" shall mean Moody's Investors Service, Inc. (or any
successor to the rating business thereof)
"Permitted Investments" shall mean:
(a) direct obligations of, or obligations guaranteed by,
the United States of America for the payment of which obligations or
guarantee the full faith and credit of the United States of America is
pledged and which have a remaining Average Life of not more than 365
days from the date of acquisition thereof;
(b) investments in commercial paper maturing not more
than 270 days after the date of acquisition thereof and having, at
such date of acquisition, a credit rating of at least P-1 from S&P or
A-1 from Moody's (or such similar equivalent rating by at least one
"nationally recognized statistical rating organization" (as defined in
Rule 436 under the Securities Act of 1933, as amended));
(c) investments in certificates of deposit, banker's
acceptances and time deposits maturing not more than 270 days after
the date of acquisition thereof issued or guaranteed by or placed
with, and money market deposit accounts issued or offered by, any
commercial bank or trust company organized under the laws of the
United States of America or any State thereof or any other country
which is a member of the Organization for Economic Cooperation and
Development, in each case which has a combined capital, surplus and
undivided profits of not less than $500,000,000 or its equivalent in
foreign currency, and whose debt is rated at least A- by S&P or A-3 by
Moody's (or such similar equivalent rating by a "nationally recognized
statistical rating organization" (as defined above));
(d) repurchase obligations with a term of not more than 7
days for securities described in clause (a) of this definition and
entered into with a financial institution which has a combined
capital, surplus and undivided profits of not less than $500,000,000
or its equivalent in foreign currency, and whose debt is rated at
least A- by from S&P or A-3 by Moody's (or such similar equivalent
rating by a "nationally recognized statistical rating organization"
(as defined above));
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(e) Interest Rate Protection Agreements entered into by
the Company with one or more counterparties to protect itself from
fluctuations in floating interest rates with respect to Indebtedness
hereunder and other Indebtedness permitted pursuant to Section 8.07
hereof; and
(f) any mutual or similar fund investing exclusively in
Permitted Investments of the type described in clauses (a), (b) and/or
(c) above.
"S&P" shall mean the Standard & Poor's Ratings Services (or
any successor to the rating business thereof).
2.02. The definition of "Aggregate Projected Loan Amount" in
Section 1.01 of the Credit Agreement shall be amended by inserting a new
sentence at the end thereof to read as follows:
"For avoidance of doubt, in calculating the Aggregate Projected Loan
Amount at any time, any amount of principal of or interest on the
Loans, or any other amount owning hereunder, theretofore paid by
Motorola pursuant to Section 2 of the Motorola Guarantee Agreement
shall continue to be reflected as outstanding and unpaid in such
calculation."
2.03. The definition of "Permanent Financing" in Section 1.01
of the Credit Agreement shall be deleted in its entirety.
2.04. Section 2.01 of the Credit Agreement shall be amended
by inserting "(a)" at the beginning of such Section and by deleting the
reference to "six" in the proviso of the second sentence thereof and replacing
it with "ten." In addition, Section 2.01 of the Credit Agreement shall be
further amended by adding the following subsection:
"(b) Effective Date Reallocation. On the Effective Date (as
defined in Amendment No. 1, the "Effective Date") after giving effect
to the assignments contemplated by Section 4.08 of Amendment No. 1,
the following shall become effective:
(i) the Commitments of each Lender shall be as set
forth in Schedule I to Amendment No. 1, which shall be deemed
to replace in its entirety Schedule I hereto as in effect
immediately prior to giving effect to Amendment No. 1;
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(ii) each Lender whose Commitment is decreasing (a
"Decreasing Lender") (relative to the "Commitment" of such
Lender immediately prior to giving effect to Amendment No. 1)
shall assign a portion of its Commitment to each Lender whose
Commitment is increasing (relative to the Commitment of such
Lender under the Credit Agreement immediately prior to giving
effect to Amendment No. 1) (an "Increasing Lender"), and each
such Increasing Lender agrees to take by assignment a portion
of the Commitment of such Decreasing Lender, such that
immediately after giving effect to all such assignments under
this Section 2.01(b)(ii), the Commitments of all Lenders are
as set forth in Schedule I hereto as referred to in Section
2.01(b)(i) hereof;
(iii) if after giving effect to the adjustments
under clauses (i) and (ii) above, any Decreasing Lender does
not hold Loans of each Type ratably with the other Lenders in
accordance with their respective Commitments, the Company
shall prepay (on a non-pro rata basis, notwithstanding
anything to the contrary in Section 4.02 hereof) the Loans of
each Type of such Lender in an amount such that after giving
effect to such non-pro rata payment and the making of Loans in
accordance with Section 2.01(b)(iv) hereof, all Lenders hold
Loans of each Type ratably in accordance with their respective
aggregate Commitments as in effect on the Effective Date;
(iv) if after giving effect to the adjustments under
clauses (i), (ii) and (iii) above, any Increasing Lender does
not hold Loans of each Type hereunder ratably with the Other
Lenders in accordance with their respective Commitments, such
Lender severally agrees to make Loans (on a non-pro rata
basis, notwithstanding anything to the contrary in Section
4.02 hereof) of the Types and in the amounts such that after
giving effect to the making of such Loans, all Lenders hold
Loans of each Type ratably in accordance with their respective
Commitments; and
(v) all "Interest Periods" under the Credit
Agreement as in effect immediately prior to giving effect to
Amendment No. 1 in respect of each Loan held by a Lender
immediately prior to giving effect to Amendment No. 1 (an
"Existing Loan") shall automatically be terminated, and
subject to Section
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3.02 hereof, the Company shall be permitted to Continue such
Existing Loans as Eurodollar Loans of the same Type or (if
applicable) to Convert such Existing Loans into Base Rate
Loans of the appropriate Type hereunder.
After giving effect to the assignments and adjustments contemplated
above, the Lenders shall hold Loans hereunder ratably in accordance
with their respective Commitments as reflected in Schedule I hereto
(as referred to in Section 2.01(b)(i)). Notwithstanding anything to
the contrary in Section 11.06 hereof, any such assignments or
substitutions contemplated above shall be deemed to occur
automatically, without any requirement for additional documentation,
on the Effective Date."
2.05. Section 2.08(b) of the Credit Agreement shall be
amended by deleting the amount "$745,000,000" from clauses (i) and (ii) thereof
and replacing it, in each case, with the words "the Maximum Available Amount".
2.06. Section 4.04 of the Credit Agreement shall be amended
by deleting the reference to "$20,000,00" in the proviso thereof and replacing
it with "$15,000,000".
2.07. Section 6.02(e) of the Credit Agreement shall be
amended by deleting the amount "$745,000,000" and replacing it with the words
"the Maximum Available Amount".
2.08. Section 7.02 of the Credit Agreement shall be amended
by (a) replacing each reference to the words "of the Company" appearing in the
first two sentences thereof with the words "of Iridium LLC" and (b) inserting,
immediately after the date "December 31, 1995" in the last sentence thereof the
words "(and assuming the transfer of substantially all of the assets from
Iridium LLC to the Company effected on December 18, 1997)".
2.09. Section 7.12 of the Credit Agreement shall be amended
by replacing the second sentence thereof in its entirety with the following new
second sentence:
"The only member of the Company on the date of Amendment No. 1 is
Iridium LLC."
2.10. Section 8.05 shall be amended in its entirety to read
as follows:
"8.05 Prohibition of Fundamental Changes. The Company shall
not, and shall not permit any of its Subsidiaries to,
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consolidate with or merge into any other Person or convey, transfer or
lease its Property substantially as an entirety to any Person, and the
Company shall not permit any Person to consolidate with or merge into
it or convey, transfer or lease its Property substantially as an
entirety to it, except that any (a) Subsidiary may enter into any such
transaction with the Company, so long as the Company is the surviving
entity and (b) any Subsidiary may enter into any such transaction with
another Subsidiary."
2.11. Section 8.06 shall be amended by deleting "and" from
the end of clause (k) thereof, replacing the period at the end of clause (1)
thereof with ";" adding at the end of such Section 8.06, the following clauses
(m) and (n):
"(m) Liens on Property to secure up to but no exceeding
$750,000,000 of Indebtedness (prior to Commercial Activation) or
$1,700,000,000 of Indebtedness (after Commercial Activation) permitted
under Section 8.07(g) hereof; and
(n) Liens arising in connection with the Iridium clearinghouse
function (as described in Article IV of the Gateway Authorization
Agreements between the investors party thereto and the Company)."
2.12. Section 8.09 shall be amended in its entirety to read
as follows:
"8.09 Restricted Payments. The Company will not, nor will it
permit any of its Subsidiaries to, declare or make any Restricted
Payment at any time, except that:
(a) so long as no Default shall have occurred and be
continuing, the Company may make distributions to Iridium LLC
to enable Iridium LLC to make distributions to the members of
Iridium LLC pursuant to Section 3.07(c) of the LLC Agreement
with respect to each such member's U.S. income tax liability
(if any);
(b) the Company may make any distribution to Iridium
LLC to enable Iridium LLC to redeem fractional interests of
its equity interests following the exercise of any warrants,
options or other rights to acquire any equity interests in
Iridium LLC by the holders thereof; and
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(c) the Company may make payments (but no
prepayments) of principal of and interest on Indebtedness
incurred under Section 8.07(f) hereof as required in
accordance with the terms thereof, but only, in each case, to
the extent required by the indenture or other agreement
pursuant to which such Indebtedness was issued (and subject to
the subordination provisions applicable thereto).
Except as expressly limited by the preceding sentence, nothing herein
shall be deemed to prohibit the payment of distributions or dividends
by any Subsidiary of the Company to the Company or to any other
Subsidiary of the Company."
2.13. Section 8.13 of the Credit Agreement shall be deleted
in its entirety and replaced by "[Intentionally Left Blank]".
2.14. Section 9(n) of the Credit Agreement shall be deleted
in its entirety and replaced with the following:
"(n) Motorola shall cease to be the direct or indirect,
through a Wholly Owned Subsidiary, record and beneficial owner of at
least 13,266,713 Class 1 Interests of Iridium LLC, free and clear of
any Lien (as such number may be adjusted from time to time by stock
splits, stock dividends, recapitalization or other similar
transactions), or Iridium LLC shall cease to be the sole member of the
Company;".
2.15. Schedule IV of the Credit Agreement (and the title of
Schedule IV in the index to the Credit Agreement) shall be deleted in its
entirety and replaced with "[Intentionally Left Blank]".
2.16. Each reference in the Credit Agreement or the Revolving
Credit Notes to (a) "this Agreement", "the Credit Agreement" or words of
similar import shall be deemed to refer to the Credit Agreement as amended by
this Amendment No. 1, (b) "the Motorola Guarantee" or words of similar import
shall be deemed to refer to the Motorola Guarantee Agreement as amended by
Amendment No. 1 thereto dated as of the date hereof and (c) "the Company" shall
be deemed to refer to Iridium Operating LLC.
SECTION 3. Representations and Warranties. The Company
represents and warrants to the Lenders that:
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(a) The representations and warranties set forth in Section 7
of the Credit Agreement are true and complete on the date hereof as if
made on and as of the date hereof and as if each reference in said
Section 7 to "this Agreement" included reference to the Credit
Agreement as amended by this Amendment No. 1 and as if each reference
to any Schedule to the Credit Agreement included a reference to said
Schedule as amended or supplemented with the information set forth in
Attachment 1 to this Amendment No. 1 (except that any representation
and warranty that is expressly made "as of the date hereof", which
shall be deemed to mean "as of August 21, 1996", shall be true and
complete as of such date);
(b) Each of the Company and Iridium LLC had the full power
and authority and legal right to execute and deliver the Asset
Transfer Agreement, dated as of December 18, 1997, between Iridium LLC
and the Company (the "Asset Transfer Agreement"), pursuant to which
Iridium LLC has transferred substantially all of its assets and
liabilities to the Company and the Company has assumed all of the
obligations of Iridium LLC under the Credit Agreement and the
Revolving Credit Notes, and to perform its obligations thereunder.
The execution, delivery and performance by the Company and Iridium LLC
of the Asset Transfer Agreement and the consummation of the
transactions contemplated thereby have been duly authorized by all
necessary corporate action on the part of the Company and Iridium LLC.
The execution, delivery and performance by the Company and Iridium LLC
of the Asset Transfer Agreement and the consummation of the Asset
Transfer described therein do not and will not (a) require any consent
or approval of any Person that has not already been obtained and that
remains in full force and effect, (b) violate any material provision
of any Government Rule or any order, writ, judgment, decree,
determination or award having applicability to the Company, Iridium
LLC or any of their respective Subsidiaries, (c) violate any provision
of the charter documents of Iridium LLC or the Company, (d) result in
a breach or constitute a default under any material indenture or
agreement to which the Company, Iridium LLC or any of their respective
Subsidiaries is a party or by which any of their respective property
is bound or affected or (e) result in or require the creation or
imposition of any Lien upon or with respect to any of the properties
or assets now owned or hereafter acquired by such Person (other than
Liens permitted under Section 8.06). The transfer of assets and
liabilities under the Asset Transfer Agreement has been given effect
and all of the assets of
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Iridium LLC required to be transferred by Iridium LLC to the Company
under the Asset Transfer Agreement have been so transferred prior to
the date hereof; and
(c) No Default has occurred and is continuing as of the date
hereof.
SECTION 4. Conditions Precedent to Effectiveness. As
provided in Section 2 hereof, the amendments to the Credit Agreement set forth
in such Section 2 shall become effective as of the date hereof upon
satisfaction of the following conditions precedent (the "Effective Date"):
4.01. Execution by Parties. This Amendment No. 1 shall have
been executed and delivered by each of the parties hereto, and Motorola shall
have consented hereto by executing a counterpart of this Amendment No. 1 on the
signature line provided below.
4.02. Amendment to Motorola Guarantee Agreement. Motorola
and the Administrative Agent shall have executed and delivered an amendment to
the Motorola Guarantee Agreement in substantially the form of Exhibit A hereto,
and each of the conditions precedent set forth in such amendment shall have
been satisfied or (with the consent of the Majority Lenders) waived in
accordance with the terms thereof.
4.03. Corporate Action. The Administrative Agent shall have
received evidence of all action taken by the Company authorizing the execution,
delivery and performance of this Amendment No. 1.
4.04. Representations and Warranties. Each of the
representation and warranties made by the Company in Section 3 of this
Amendment No. 1 shall be true and correct on and as of the Effective Date, with
the same force and effect as if made on and as of the Effective Date, and the
Administrative Agent shall have received a certificate of a senior officer of
the Company dated as of the Effective Date to the effect set forth in clauses
(a), (b) and (c) of said Section 3.
4.05. Opinion of Counsel to the Company and its Subsidiaries.
The Administrative Agent shall have received an opinion of counsel to the
Company satisfactory to the Administrative Agent, dated as of the Effective
Date, in form and substance satisfactory to the Administrative Agent.
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4.06. Interim Credit Agreement. The Credit Agreement dated
as of the date hereof among the Company, the lenders party thereto, Chase
Securities Inc. and Barclays Capital, the investment banking division of
Barclays Bank PLC, each in its capacity as Global Arranger in respect thereof,
Chase as Administrative Agent and Barclays Bank PLC as Documentation Agent
thereunder, providing for loans to be made by said lenders to the Company not
exceeding $1,000,000,000 in aggregate principal amount, shall have been
executed and delivered by each of the parties thereto.
4.07. Payments. The Administrative Agent shall have received
evidence of:
(i) payment in full of all commitment fees payable under the
Existing Credit Agreement accrued to but not including the Effective
Date;
(ii) payment of all interest in the Loans accrued to but not
including the Effective Date; and
(iii) payment of "break funding" costs payable under section
5.05 of the Credit Agreement associated with the termination of the
Interest Periods with respect to the Loans outstanding and the other
adjustments being made as of the Effective Date as contemplated by
Section 2.04 above to the extent necessary to effect the reallocation
referred to in such Section 2.04.
4.08. Assignment and Assumption Agreement. Immediately prior
to the Effective Date, in the event that any Lender under the Credit Agreement
prior to giving effect to this Amendment No. 1 is not contemplated to be a
Lender under the Credit Agreement after giving effect to this Amendment No. 1
(each a "Departing Lender"), each Departing Lender shall have executed and
delivered an Assignment and Assumption Agreement with one or more Lenders (to
be designated) that are continuing as Lenders under the Credit Agreement after
giving effect to this Amendment No. 1 pursuant to which all of the Loans and
Commitments of such Departing Lender are assigned to such continuing Lender(s),
and evidence of receipt by such Departing Lender pursuant to such Assignment
and Assumption Agreement of an amount equal to the principal of the Loan held
by it and all other amounts owing to it under the Credit Agreement as of the
Effective Date.
SECTION 5. Miscellaneous.
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5.01. Assumption of Liability. By its execution and delivery
of this Amendment No. 1, the Company confirms that it has assumed all of the
obligations of Iridium LLC as borrower under the Credit Agreement and the
Revolving Credit Notes in connection with the transfer of assets referred to in
the first recital of this Amendment No. 1 and hereby agrees with the Lenders
and the Agents that it assumes, accepts, is obligated and otherwise agrees to
pay and perform all of such obligations in accordance with the terms of the
Credit Agreement and the Revolving Credit Notes as amended hereby. Upon the
effectiveness of the assumption of liability by the Company pursuant to this
Section 5.01, Iridium LLC shall be released from any obligation under the
Credit Agreement, and the Revolving Credit Notes, as amended hereby.
5.02. Consent to Amendment No. 1 to Motorola Guarantee
Agreement. Each of the Lenders hereby authorizes the Administrative Agent to
execute and deliver on its behalf an amendment to the Motorola Guarantee
Agreement substantially in the form of Exhibit A hereto.
5.03. Binding Effect. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect.
5.04. Counterparts. This Amendment No. 1 may be executed in
any number of counterparts, each of which shall be identical and all of which,
when taken together, shall constitute one and the same instrument, and any of
the parties hereto may execute this Amendment No 1 by signing any such
counterpart.
5.05. Governing Law. This Amendment No. 1 shall be governed
by and construed in accordance with the law of the State of New York.
Amendment No. 1
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IRIDIUM OPERATING LLC
By /s/ Roy Grant
-------------------------------
Name: Roy Grant
Title: Vice President and
Chief Financial Officer
LENDERS
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THE CHASE MANHATTAN BANK
By /s/ Bruce Borden
------------------------------
Name: Bruce Borden
Title: Vice President
BARCLAYS BANK PLC
By /s/ John Giannone
------------------------------
Name: John Giannone
Title: Director
ABN AMRO BANK N.V.
By /s/ Thomas M. Toerpe
------------------------------
Name: Thomas M. Toerpe
Title: Vice President
By /s/ Roxana Sopala
------------------------------
Name: Roxana Sopala
Title: Vice President
Amendment No. 1
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BANK OF AMERICA
By /s/ R. Vernon Howard, Jr.
--------------------------------------------
Name: R. Vernon Howard, Jr.
Title: Managing Director
BANK OF MONTREAL
By /s/ W.T. Calder
--------------------------------------------
Name: W.T. Calder
Title: Director
THE BANK OF NEW YORK
By /s/ James W. Whitaker
--------------------------------------------
Name: James W. Whitaker
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ F.C.H. Ashby
--------------------------------------------
Name: F.C.H. Ashby
Title: Senior Manager Loan Operations
THE BANK OF TOKYO-MITSUBISHI,
LTD., CHICAGO BRANCH
By /s/ Hajime Watanabe
--------------------------------------------
Name: Hajime Watanabe
Title: Deputy General Manager
Amendment No. 1
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BANQUE NATIONALE DE PARIS
By /s/ Frederick H. Moryl
--------------------------------------------
Name: Frederick H. Moryl
Title: Senior Vice President
BAYERISCHE HYPOTHEKEN-UND
WECHSEL-BANK
AKTIENGESELLSCHAFT,
NEW YORK BRANCH
By /s/ Chr. Walter
--------------------------------------------
Name: Chr. Walter
Title: Vice President
By /s/ Andreas Vick
--------------------------------------------
Name: Andreas Vick
Title: Vice President
CICB INC.
By /s/ Mathew Jones
--------------------------------------------
Name: Mathew Jones
Title: Authorized Signatory
CITIBANK, N.A.
By /s/ Anita J. Brickell
--------------------------------------------
Name: Anita J. Brickell
Title: Attorney-in-Fact
Amendment No. 1
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CREDIT LYONNAIS
CHICAGO BRANCH
By /s/ Nigel R. Carter
--------------------------------------------
Name: Nigel R. Carter
Title: Vice President
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By /s/ Thomas Lake
--------------------------------------------
Name: Thomas Lake
Title: Vice President
By /s/ Michael E. Terry
--------------------------------------------
Name: Michael E. Terry
Title: Assistant Vice President
THE FIRST NATIONAL BANK
OF CHICAGO
By /s/ Allison McCloskey
--------------------------------------------
Name: Allison McCloskey
Title: Authorized Agent
THE MITSUBISHI TRUST AND
BANKING CORPORATION
By /s/ Toshihiro Hayashi
--------------------------------------------
Name: Toshihiro Hayashi
Title: Senior Vice President
Amendment No. 1
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ROYAL BANK OF CANADA
By /s/ John P. Page
--------------------------------------------
Name: John P. Page
Title: Senior Manager
THE SANWA BANK, LIMITED
NEW YORK BRANCH
By /s/ David A. Leech
--------------------------------------------
Name: David A. Leech
Title: Vice President
SOCIETE GENERALE
By /s/ Seth F. Asofsky
--------------------------------------------
Name: Seth F. Asofsky
Title: Vice President
TORONTO-DOMINION (NEW YORK),
INC.
By /s/ Debbie A. Greene
--------------------------------------------
Name: Debbie A. Greene
Title: Vice President
Amendment No. 1
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UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By /s/ Robert H. Riley III
--------------------------------------------
Name: Robert H. Riley III
Title: Managing Director
By /s/ David G. Dickinson, Jr.
--------------------------------------------
Name: David G. Dickinson, Jr.
Title: Assistant Treasurer
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW
YORK BRANCH
By /s/ Sal Bathnelli
--------------------------------------------
Name: Sal Bathnelli
Title: Vice President
By /s/ Lisa Walker
--------------------------------------------
Name: Lisa Walker
Title: Associate
THE ASAHI BANK, LTD.
By /s/ Douglas E. Price
--------------------------------------------
Name: Douglas E. Price
Title: Senior Vice President
Amendment No. 1
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AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
By /s/ Roy Marsden
--------------------------------------------
Name: Roy Marsden
Title: EVP-Americas
BANCA COMMERCIALE ITALIANA -
NEW YORK BRANCH
By /s/ Karen Purelis
--------------------------------------------
Name: Karen Purelis
Title: Vice President
By /s/ T. Gallonetto
--------------------------------------------
Name: T. Gallonetto
Title: Assistant Vice President
BANCA CRT S.p.A.
By /s/ Robert P. DeSantes
--------------------------------------------
Name: Robert P. DeSantes
Title: First Vice President
Head of Corporate Banking
By /s/ Eric S. Salar
--------------------------------------------
Name: Eric S. Salar
Title: Vice President
BANCA MONTE DEI PASCHI DI
SIENA SPA
By /s/ G. Natalicchi
--------------------------------------------
Name: G. Natalicchi
Title: Senior Vice President &
General Manager
By /s/ Brian R. Landy
--------------------------------------------
Name: Brian R. Landy
Title: Vice President
Amendment No. 1
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BANCA NAZIONALE DEL LAVORO
S.p.A. - NEW YORK BRANCH
By /s/ Mr. Carlo Vecchi
--------------------------------------------
Name: Mr. Carlo Vecchi
Title: Senior Vice President
By /s/ Mr. Roberto Mancone
--------------------------------------------
Name: Mr. Roberto Mancone
Title: Assistant Vice President
Senior Loan Officer
BANK AUSTRIA
AKTIENGESELLSCHAFT
By /s/ J. Anthony Seay
--------------------------------------------
Name: J. Anthony Seay
Title: Vice President
Bank Austria
By /s/ Jonathan B. Bakker
--------------------------------------------
Name: Jonathan B. Bakker
Title: Vice President
Bank Austria
BAYERISCHE LANDESBANK
GIROZENTRALE
CAYMAN ISLANDS BRANCH
By /s/ Peter Obermann
--------------------------------------------
Name: Peter Obermann
Title: Senior Vice President
By /s/ Alexander Kohnert
--------------------------------------------
Name: Alexander Kohnert
Title: Vice President
Amendment No. 1
21
-21-
BHF-BANK AKTIENGESELLSCHAFT
By /s/ John Sykes
--------------------------------------------
Name: John Sykes
Title: Assistant Vice President
By /s/ Ralph Della Rocca
--------------------------------------------
Name: Ralph Della Rocca
Title: Assistant Treasurer
CREDIT AGRICOLE INDOSUEZ
By /s/ David Pouhl
--------------------------------------------
Name: David Pouhl
Title: First Vice President - Head of
Corporate Banking Chicago
By /s/ Katherine L. Abbott
--------------------------------------------
Name: Katherine L. Abbott
Title: First Vice President
COMPAGNIE FINANCIERE DE CIC
ET DE L'UNION EUROPEENNE
By /s/ Eric Longuet
--------------------------------------------
Name: Eric Longuet
Title: Vice President
By /s/ Marie-Rose Sensenbrenner
--------------------------------------------
Name: Marie-Rose Sensenbrenner
Title: Vice President
Amendment No. 1
22
-22-
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By /s/ Alan E. McLintock
--------------------------------------------
Name: Alan E. McLintock
Title: Vice President
By /s/ W. Pieter C. Kodde
--------------------------------------------
Name: W. Pieter C. Kodde
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By /s/ Seiichiro Ino
--------------------------------------------
Name: Seiichiro Ino
Title: Vice President
EXPORT DEVELOPMENT CORPORATION
By /s/ Peter Foran
--------------------------------------------
Name: Peter Foran
Title: Vice President
Information Technologies Team
By /s/ Robert Forbes
--------------------------------------------
Name: Robert Forbes
Title: Director
Financial Services
THE FUJI BANK, LIMITED
By /s/ Takeo Kada
--------------------------------------------
Name: Takeo Kada
Title: Senior Vice President
Amendment No. 1
23
-23-
GULF INTERNATIONAL BANK B.S.C.
By /s/ Thomas E. Fitzherbert
--------------------------------------------
Name: Thomas E. Fitzherbert
Title: Vice President
By /s/ Abdel-Fai Tah Tahoun
--------------------------------------------
Name: Abdel-Fai Tah Tahoun
Title: Senior Vice President
ISTITUTO BANCARIO SAN PAOLO
DI TORINO S.P.A.
By /s/ Timm Reynolds
--------------------------------------------
Name: Timm Reynolds
Title: Senior Vice President
By /s/ Carlo Persico
--------------------------------------------
Name: Carlo Persico
Title: Deputy General Manager
KB FINANCIAL SERVICES (IRELAND)
By /s/ Cormac O Rourke
--------------------------------------------
Name: Cormac O Rourke
Title: General Manager
By /s/ Brian Dunne
--------------------------------------------
Name: Brian Dunne
Title: Associate Director
LANDESBANK HESSEN-THURINGEN
GIROZENTRALE
By /s/ Dorothy A. Lacher
--------------------------------------------
Name: Dorothy A. Lacher
Title: SVP, Manager - Structured Finance
By /s/ Michael Novack
--------------------------------------------
Name: Michael Novack
Title: Assistant Vice President
Structured Finance
Amendment No. 1
24
-24-
MERITA BANK LTD-
NEW YORK BRANCH
By /s/ Charles J. Lansdown
--------------------------------------------
Name: Charles J. Lansdown
Title: Vice President
By /s/ Eric I. Mann
--------------------------------------------
Name: Eric I. Mann
Title: Vice President
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED
By /s/ Eiichi Akama
--------------------------------------------
Name: Eiichi Akama
Title: Vice President
THE NORTHERN TRUST COMPANY
By /s/ Keith M. O'Donnell
--------------------------------------------
Name: Keith M. O'Donnell
Title: Commercial Banking Officer
PNC BANK, NATIONAL ASSOCIATION
By /s/ Keith R. White
--------------------------------------------
Name: Keith R. White
Title: Assistant Vice President
Amendment No. 1
25
-25-
THE SUMITOMO TRUST &
BANKING CO., LTD.
NEW YORK BRANCH
By /s/ Suraj P. Bhatia
--------------------------------------------
Name: Suraj P. Bhatia
Title: Senior Vice President
Manager, Corporate Finance Dept.
SWISS BANK CORPORATION,
STAMFORD BRANCH
By /s/ Reyo Jenal
--------------------------------------------
Name: Reyo Jenal
Title: Director - Banking Finance
By /s/ Dorothy L. McKinley
--------------------------------------------
Name: Dorothy L. McKinley
Title: Associate Director
Banking Products Support, N.A.
THE TOKAI BANK, LIMITED
By /s/ Kaoru Oda
--------------------------------------------
Name: Kaoru Oda
Title: Assistant General Manager
UNION BANK OF CALIFORNIA, N.A.
By /s/ Kristina M. Mouzakis
--------------------------------------------
Name: Kristina M. Mouzakis
Title: Assistant Vice President
Amendment No. 1
26
-26-
YASUDA TRUST & BANKING CO., LTD.
By /s/ Rohn Laudenschlager
--------------------------------------------
Name: Rohn Laudenschlager
Title: Senior Vice President
ADMINISTRATIVE AGENT
--------------------
THE CHASE MANHATTAN BANK
By /s/ Bruce Borden
--------------------------------------------
Name: Bruce Borden
Title: Vice President
Amendment No. 1
27
-27-
AGREED AND ACCEPTED:
MOTOROLA, INC.
By /s/ Garth L. Milne
-----------------------------------------------
Name: Garth L. Milne
Title: Senior Vice President and
Treasurer
28
SCHEDULE I
Commitments
Lenders Amount
- ------- ------
THE CHASE MANHATTAN BANK $15,500,000
BARCLAYS BANK PLC 15,500,000
ABN AMRO BANK N.V. 12,000,000
BANK OF AMERICA 12,000,000
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH 12,000,000
BANQUE NATIONALE DE PARIS 12,000,000
BAYERISHCE HYPOTHEKEN-UND WECHSEL-
BANK AKTIENGESELLSCHAFT, NEW YORK
BRANCH 12,000,000
CIBC INC. 12,000,000
CITIBANK, N.A. 12,000,000
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES 12,000,000
THE FIRST NATIONAL BANK OF CHICAGO 12,000,000
THE MITSUBISHI TRUST AND BANKING
CORPORATON 12,000,000
ROYAL BANK OF CANADA 12,000,000
THE SANWA BANK, LIMITED
NEW YORK BRANCH 12,000,000
BANCA CRT S.P.A. 9,000,000
BANCA COMMERCIALE ITALIANA-
NEW YORK BRANCH 9,000,000
BAYERISCHE LANDESBANK GIROZENTRALE
CAYMAN ISLANDS BRANCH 9,000,000
BHF-BANK AKTIENGESELLSCHAFT 9,000,000
Schedule I
29
CREDIT LYONNAIS
CHICAGO BRANCH 9,000,000
EXPORT DEVELOPMENT CORPORATION 9,000,000
THE FUJI BANK, LIMITED 9,000,000
ISTITUTO BANCARIO SAN PAOLO
DI TORINO S.P.A. 9,000,000
KB FINANCIAL SERVICES (IRELAND) 9,000,000
LANDESBANK HESSEN-THCRINGEN
GIROZENTRALE 9,000,000
MERITA BANK LTD. -
NEW YORK BRANCH 9,000,000
BANCA MONTE DEI PASCHI DI SIENA SPA 9,000,000
THE NORTHERN TRUST COMPANY 9,000,000
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBAK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH 6,000,000
THE SUMITOMO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH 9,000,000
THE TOKAI BANK, LIMITED 9,000,000
BANCA NAZIONALE DEL LAVORO S.P.A. -
NEW YORK BRANCH 8,000,000
BANK OF MONTREAL 8,000,000
THE BANK OF NEW YORK 8,000,000
THE BANK OF NOVA SCOTIA 8,000,000
SOCIETE GENERALE 8,000,000
TORONTO-DOMINION (NEW YORK), INC. 8,000,000
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH 8,000,000
THE ASAHI BANK, LTD. 6,000,000
AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED 6,000,000
BANK AUSTRIA AKTIENGESELLSCHAFT 6,000,000
Schedule I
30
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENE 6,000,000
CREDIT AGRICOLE INDOSUEZ 6,000,000
THE DA-ICHI KANGYO BANK, LTD. 6,000,000
GULF INTERNATIONAL BANK B.S.C. 6,000,000
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED 6,000,000
PNC BANK, NATIONAL ASSOCIATION 6,000,000
SWISS BANK CORPORATION,
NEW YORK BRANCH 6,000,000
UNION BANK OF CALIFORNIA, N.A. 6,000,000
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH 6,000,000
YASUDA TRUST & BANKING CO., LTD. 6,000,000
============
$450,000,000
Schedule I