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Exhibit 10.1.1
AMENDMENT NO. 1
TO
THIRD AMENDED AND RESTATED
CREDIT AND REIMBURSEMENT AGREEMENT
AMENDMENT No. 1 dated as of March 25, 1999 among ORBITAL SCIENCES
CORPORATION (the "COMPANY"), ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, the
BANKS listed on the signature pages hereof and ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF
NEW YORK, as Administrative Agent (the "ADMINISTRATIVE AGENT") and as Collateral
Agent.
W I T N E S S E T H:
WHEREAS, the parties hereto have heretofore entered into a Third
Amended and Restated Credit and Reimbursement Agreement dated as of December
21, 1998 (as amended from time to time, the "CREDIT AGREEMENT"); and
WHEREAS, the parties hereto wish to amend the terms of the Credit
Agreement as set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein that is defined in the Credit Agreement
shall have the meaning assigned to such term in the Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall from and after the Amendment
Effective Date (as defined in Section 4 below) refer to the Credit Agreement as
amended hereby.
SECTION 2. Add Back to Consolidated EBITDA. The definition of
"Consolidated EBITDA" set forth in Section 1.01 of the Credit Agreement is
amended to read in its entirety as follows:
"CONSOLIDATED EBITDA" means, for any period, Consolidated Net
Income for such period plus, to the extent deducted in determining such
Consolidated Net Income, without duplication, the aggregate amount of (i)
consolidated interest expense, (ii) income tax expense, (iii)
depreciation, amortization and other similar non-cash charges and (iv)
one-time accounting charges resulting in adjustments to earnings for each
of the fiscal quarters of the
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fiscal year ended December 31, 1998, up to an aggregate amount equal to
$35,600,000.
SECTION 3. New York Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts; Effectiveness. This Amendment may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective on the date (the "Amendment
Effective Date") on which the Administrative Agent shall have received duly
executed counterparts hereof signed by the Company and the Required Banks (or,
in the case of any party as to which an executed counterpart shall not have been
received, the Administrative Agent shall have received telegraphic, telex or
other written confirmation from such party of execution of a counterpart hereof
by such party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first above written.
ORBITAL SCIENCES CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. Sunshine
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Title: Vice President and Treasurer
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. Sunshine
Facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Unit Head
NATIONSBANK, N.A.
By /s/ ▇▇▇▇▇▇▇ ▇. Brick
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Title: Vice President
FIRST UNION COMMERCIAL CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLAND BRANCHES
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By
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Title:
WACHOVIA BANK, N.A.
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Senior Vice President
CHEVY CHASE BANK
By /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Title: Vice President
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
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By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇