AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT No. 3 dated as of August 23, 1995 among
ORBITAL SCIENCES CORPORATION (the "Company"), ORBITAL
IMAGING CORPORATION and ▇▇▇▇▇▇▇▇▇ SPACE AND DEFENSE
CORPORATION, the BANKS listed on the signature pages hereof,
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as Administrative
Agent (the "Administrative Agent"), and ▇.▇. ▇▇▇▇▇▇
DELAWARE, as Collateral Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore
entered into an Amended and Restated Credit and
Reimbursement Agreement dated as of September 27, 1994 (as
amended from time to time, the "Agreement"); and
WHEREAS, the parties hereto desire to amend the
Agreement as set forth below;
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 Agreement shall have the meaning
assigned to such term in the 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 Agreement
shall from and after the date hereof refer to the Agreement
as amended hereby.
SECTION 2. Decrease in the Minimum Consolidated
Fixed Charges Ratio. Section 5.10 of the Agreement is
amended to read in its entirety as follows:
SECTION 5.10. Consolidated Fixed Charge Ratio.
At the last day of any fiscal quarter, the ratio of Earnings
Available for Fixed Charges to Consolidated Fixed Charges
for the four consecutive fiscal quarters then ended will not
be less than 1.10 to 1. For purposes of this Section 5.10,
the fiscal quarters of the Company ended June 30, 1994 and
June 30, 1995, respectively, shall be excluded from any
determination of any period of four consecutive fiscal
quarters (e.g. the fiscal quarters ended March 31, 1994,
September 30, 1994, December 31, 1994 and March 31, 1995)
shall constitute four consecutive fiscal quarters for
purposes of this Section 5.10).
SECTION 3. Additional Permitted Investment.
Section 5.07 of the Agreement is amended by:
(i) deleting the preposition "and" at the end of
clause (e) thereof;
(ii) renumbering clause (f) thereof as clause (g);
and
(iii) inserting a new clause (f) immediately
following clause (e) thereof, to read in its entirety as
follows:
"(f) Investments made by the Company to acquire
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and Associates Ltd. ("MDA"),
substantially on the terms described by the Company to
the Banks in the draft of the Combination Agreement
with respect to such acquisition, a copy of which has
been delivered to each of the Banks, up to an amount
not in excess of the value of 4,800,000 shares of
common stock of the Company; and"
SECTION 4. New York Law. This Amendment shall be
governed by and construed in accordance with the laws of the
State of New York.
SECTION 5. 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 on which the Administrative Agent shall have received
(i) duly executed counterparts hereof signed by the
Borrowers 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)
and (ii) for the account of each Bank, an amendment fee
equal to 1/8 of 1% of such Bank's Commitment as in effect on
such date.
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Sr. Vice President/Finance
Administrator and Treasurer
ORBITAL IMAGING CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
and Treasurer
▇▇▇▇▇▇▇▇▇ SPACE AND DEFENSE
CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Treasurer
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
SIGNET BANK/VIRGINIA
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
NATIONSBANK, N.A.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF TOKYO TRUST COMPANY
By /s/ J. ▇▇▇▇▇▇ ▇▇▇
Title: Vice President
THE DAIWA BANK, LIMITED
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
and Manager
By /s/ ▇.▇. ▇▇▇▇▇▇▇
Title: SVP & RM MIDWEST