SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 21, 2001
LORAL SPACE & COMMUNICATIONS LTD.
(Exact name of registrant as specified in its charter)
Islands of Bermuda 1-14180 13-3867424
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
c/o Loral SpaceCom Corporation
600 Third Avenue, New York, New York 10016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 697-1105
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Item 5. Other Events.
LSC Amended Credit Agreement
On December 21, 2001, Loral SpaceCom Corporation ("LSC"), a
subsidiary of Loral Space & Communications Ltd. ("Loral"), entered into an
Amended and Restated Credit Agreement with Bank of America, N.A., as
Administrative Agent, and the other lenders parties thereto (the "LSC Amended
Credit Agreement"). The LSC Amended Credit Agreement provides for a $200 million
revolving credit facility (the "Revolver") expiring January 7, 2005 and a $400
million term loan subject to the following amortization payment schedule: $5
million on each of March 31, June 30, and September 30, 2002; $25 million on
December 31, 2002; $5 million on each of March 31, June 30, September 30 and
December 31, 2003; $20 million on each of March 31, June 30 and September 30,
2004; and $280 million on January 7, 2005. Borrowings under the LSC Amended
Credit Agreement bear interest, at LSC's option, at various rates based on
margins over the lead bank's base rate or the London Interbank Offered Rate for
periods of one to six months. LSC pays a commitment fee on the unused portion of
the Revolver.
The LSC Amended Credit Agreement contains financial covenants
of LSC and its subsidiaries, such as maintenance of interest coverage and
leverage ratios and minimum net worth. The LSC Amended Credit Agreement also
contains limitations on LSC and its subsidiaries, including those on
indebtedness, liens, fundamental changes, asset sales, dividends, investments,
capital expenditures, transactions with affiliates and certain other
intercompany transactions.
The LSC Amended Credit Agreement is secured by substantially
all of the assets of LSC and its subsidiaries, including Space Systems/Loral,
Inc.
LSC's obligations under the LSC Amended Credit Agreement have
been guaranteed by certain of LSC's subsidiaries, including Space Systems/Loral,
Inc. Loral Space & Communications Corporation has also provided a guarantee in
favor of the lenders to the LSC Amended Credit Agreement, which guarantee is
limited to the assets pledged by Loral Space & Communications Corporation to
such lenders, namely, the stock of LSC.
Loral Satellite Amended Credit Agreement
On December 21, 2001, Loral Satellite, Inc. ("Loral
Satellite"), a subsidiary of Loral, entered into the First Amendment to the
Credit Agreement dated as of November 17, 2000 by and among Loral Satellite,
Bank of America as Administrative Agent, and the other lenders parties thereto
(the "First Amendment"). The First Amendment extended the
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expiration date of the revolving credit facility to January 7, 2005, and amended
the amortization payment schedule on the term loan as follows: $11,250,000 per
quarter commencing on March 31, 2002 through September 30, 2004, and
$170,250,000 on January 7, 2005.
The First Amendment also effected certain changes to
provisions relating to the collateral pool provided to lenders under the Loral
Satellite credit facility and imposed additional limitations on the application
of proceeds from any sale of assets from this collateral pool.
In addition, lenders under the Loral Satellite credit facility
received a junior lien on the assets of LSC and its subsidiaries pledged in
favor of the banks under the LSC Amended Credit Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
Exhibit 10.1 Amended and Restated Credit Agreement dated as of
December 21, 2001 by and among Loral SpaceCom
Corporation, Bank of America, N.A., as Administrative
Agent, and the other lenders parties thereto.
Exhibit 10.2 Guarantee dated as of December 21, 2001 made by Loral
Space & Communications Corporation and certain
subsidiaries of Loral SpaceCom Corporation in favor
of Bank of America, N.A., as Administrative Agent.
Exhibit 10.3 First Amendment to the Credit Agreement dated as of
December 21, 2001 among Loral Satellite, Inc., Bank
of America, N.A., as Administrative Agent, and the
other lenders parties thereto.
Exhibit 10.4 Security Agreement dated as of December 21, 2001 by
and among Loral SpaceCom Corporation, Space
Systems/Loral, Inc., Loral Communications Services,
Inc., Loral Ground Services LLC and Bank of America,
N.A., as Collateral Agent.
Exhibit 10.5 Pledge Agreement dated as of December 21, 2001 by and
among Loral SpaceCom Corporation, Space
Systems/Loral, Inc., Loral Ground Services, LLC,
Loral Space & Communications Corporation, Loral
Communications Services, Inc. and Bank of America,
N.A., as Collateral Agent.
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Exhibit 10.6 Intercreditor and Subordination Agreement dated as of
December 21, 2001 by and among Loral SpaceCom
Corporation, Bank of America, N.A., as Administrative
Agent for the lenders under the senior credit
facility, Bank of America, N.A., as Administrative
Agent for the lenders under the junior credit
facility, and Bank of America, N.A., as Collateral
Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Loral Space & Communications Ltd.
By: /s/ Avi Katz
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Name: Avi Katz
Title: Vice President and Secretary
Date: January 10, 2002
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EXHIBIT INDEX
Exhibit Description
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Exhibit 10.1 Amended and Restated Credit Agreement dated as of
December 21, 2001 by and among Loral SpaceCom
Corporation, Bank of America, N.A., as Administrative
Agent, and the other lenders parties thereto.
Exhibit 10.2 Guarantee dated as of December 21, 2001 made by Loral
Space & Communications Corporation and certain
subsidiaries of Loral SpaceCom Corporation in favor
of Bank of America, N.A., as Administrative Agent.
Exhibit 10.3 First Amendment to the Credit Agreement dated as of
December 21, 2001 among Loral Satellite, Inc., Bank
of America, N.A., as Administrative Agent, and the
other lenders parties thereto.
Exhibit 10.4 Security Agreement dated as of December 21, 2001 by
and among Loral SpaceCom Corporation, Space
Systems/Loral, Inc., Loral Communications Services,
Inc., Loral Ground Services LLC and Bank of America,
N.A., as Collateral Agent.
Exhibit 10.5 Pledge Agreement dated as of December 21, 2001 by and
among Loral SpaceCom Corporation, Space
Systems/Loral, Inc., Loral Ground Services, LLC,
Loral Space & Communications Corporation, Loral
Communications Services, Inc. and Bank of America,
N.A., as Collateral Agent.
Exhibit 10.6 Intercreditor and Subordination Agreement dated as of
December 21, 2001 by and among Loral SpaceCom
Corporation, Bank of America, N.A., as Administrative
Agent for the lenders under the senior credit
facility, Bank of America, N.A., as Administrative
Agent for the lenders under the junior credit
facility, and Bank of America, N.A., as Collateral
Agent.