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EXHIBIT 10.1.3
AMENDMENT NO. 3
TO
THIRD AMENDED AND RESTATED
CREDIT AND REIMBURSEMENT AGREEMENT
AMENDMENT No. 3 dated as of July 26, 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 5 below) refer to the Credit Agreement as
amended hereby.
SECTION 2. Additional Permitted Investments. Section 5.07 of the
Credit Agreement is amended by substituting the dollar amount "$134,000,000" for
the dollar amount "$122,000,000" set forth in clause (d) thereof.
SECTION 3. Waiver of Compliance With Leverage Ratio. The Banks
waive (i) compliance by the Company with the provisions of Section 5.09 of the
Credit Agreement and (ii) any Default arising under Section 6.01 (c) of the
Credit Agreement by reason of such noncompliance; provided that the waivers
granted pursuant to this Section 3 shall expire on the 60th day after the
Amendment Effective Date. Except as provided in the immediately preceding
sentence, this Section 3 shall not operate as a waiver of any right, remedy,
power or
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privilege of the Banks under any Financing Document or of any other term or
condition of any Financing Document.
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 (the "AMENDMENT
EFFFECTIVE DATE") on which the Administrative Agent shall have received (i) 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) and (ii) for the account of each Bank with respect to which the
Administrative Agent has received a duly executed counterpart hereof (or
telegraphic, telex or other written confirmation from such Bank of execution of
a counterpart hereof by such Bank), an amendment fee in an amount equal to 1/8
of 1% of such Bank's commitment as in effect on the Amendment Effective Date.
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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: Senior Relationship Manager
BANK OF AMERICA, N.A., d/b/a
NATIONSBANK, N.A.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
FIRST UNION COMMERCIAL CORPORATION
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
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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: Associate
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/▇▇▇▇▇▇▇ A. Bass
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Title: Senior Vice President
CHEVY CHASE BANK
By: /s/▇▇▇▇▇▇ ▇▇▇▇
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Title: Vice President
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▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇