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UNTK > SEC Filings for UNTK > Form 8-K on 16-May-2013All Recent SEC Filings

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Other Events, Financial Statements and Exhibits

Item 8.01 Other Events.

On May 16, 2013, UniTek Global Services, Inc. (the "Company") issued a press release stating that its wholly-owned subsidiary, DirectSat USA, LLC ("DirectSat"), has received a letter from DIRECTV, LLC ("DIRECTV") providing a 180-day notice of the termination of its home services provider ("HSP") agreement with DirectSat, effective November 8, 2013. Shortly following receipt of the notice, DirectSat entered into a Termination Notice Withdrawal Agreement (the "Withdrawal Agreement") with DIRECTV providing that the notice of termination will be automatically withdrawn upon the satisfaction of certain conditions. These conditions include:

The current debt of the Company must be refinanced, by July 31, 2013, to provide liquidity (based on the Company's and its subsidiaries' unrestricted cash and cash equivalents, marketable securities and availability under credit facilities) of at least $10 million at the closing of the refinancing; the Company must provide projections, based on reasonable assumptions, indicating that it will maintain such liquidity through the end of 2014 and that the refinancing will provide DirectSat with adequate liquidity to perform its obligations under the HSP agreement and satisfy its other obligations as they become due;

DirectSat must, by July 31, 2013, be current within applicable terms on payments to vendors and certain other parties and must provide projections, based upon reasonable assumptions, indicating that it will continue to be current within applicable terms; and

During the period between the date of the Withdrawal Agreement and the time at which the conditions described above are satisfied (the "Abeyance Period"): the Company must continue to use its best efforts to provide to DIRECTV restated 2011 and 2012 financial statements; DirectSat must maintain continuity regarding specified DirectSat employees; DirectSat's operating perfomance under the HSP agreement must remain at substantially the same level as during the preceding three months; no new litigation (other than those having claims based on the same allegations as are in outstanding class action lawsuits) is filed against the Company; and DirectSat or the Company must provide specified reports, communications and documentation to DIRECTV.

In addition, the withdrawal agreement will be null and void in the event of a breach by DirectSat or the Company of any term or condition of the Withdrawal Agreement or of the HSP agreement (if termination is allowed by virtue of such breach of the HSP agreement), or if the there is a breach, default, acceleration or termination (other than an breach or default reported or occuring on or prior to the date of the Withdrawal Agreement) by the Company or DirectSat of either the Company's and its co-borrower subsidiaries' revolving credit agreement or term loan. Further, DirectSat has provided a release to DIRECTV, subject to specified exceptions, with respect to matters arising prior to the date of the Withdrawal Agreement.

A copy of the May 16, 2013 press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Exhibit Title
99.1 Press Release, dated May 16, 2013

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