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Exhibit 10.1
AMENDMENT NO. 9
TO
THIRD AMENDED AND RESTATED
CREDIT AND REIMBURSEMENT AGREEMENT
AMENDMENT No. 9 dated as of May 31, 2000 among ORBITAL SCIENCES
CORPORATION (the "COMPANY"), the BANKS listed on the signature pages hereof and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the
"ADMINISTRATIVE AGENT") and as Collateral Agent (the "COLLATERAL AGENT").
WITNESSETH:
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, pursuant to Section 5.23 of the Credit Agreement, the Company
and the Banks have agreed to use their respective best efforts to enter into a
restatement of the Credit Agreement on or prior to May 31, 2000 pursuant to
which the obligations of the Company under the Credit Agreement shall be
restructured in a manner satisfactory to the Company and the Banks; and
WHEREAS, pursuant to Section 2.10(e) of the Credit Agreement, if such
restatement is not entered into on or prior to May 31, 2000, on August 1, 2000
the Commitments under the Credit Agreement shall be automatically and ratably
reduced to $105,000,000 (and, if such restatement is entered into on or prior to
May 31, 2000, on August 1, 2000 the Commitments under the Credit Agreement shall
be automatically and ratably reduced to $125,000,000); and
WHEREAS, the Banks have requested the Company to provide the Banks with
certain additional information prior to the Banks being in a position to enter
into such restatement;
WHEREAS, the Company has agreed to provide such additional information;
NOW, THEREFORE, the parties hereto agree as follows:
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SECTION 1. Definition; 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 No. 9
Effective Date (as defined in Section 6 below) refer to the Credit Agreement as
amended hereby.
SECTION 2. Amendments to the Definitions. (a) The definition of "Target
Amount" contained in Section 2.10(e) of the Credit Agreement is amended to read
in its entirety as follows:
"TARGET AMOUNT" means (i) if the Restatement Date has occurred pursuant
to Section 5.23 on or prior to June 7, 2000, $125,000,000 and (ii) otherwise,
$105,000,000.
SECTION 3. Extension of Date for Execution of the Restatement. The Banks
and the Company acknowledge and agree that the May 31, 2000 date set forth in
Section 5.23 of the Credit Agreement is hereby extended to June 7, 2000.
SECTION 4. Limitation on New Extensions of Credit. The Company agrees
that neither Company nor any other Borrower shall deliver a Notice of Borrowing
under the Credit Agreement or a request for issuance of a Letter of Credit under
the Credit Agreement or otherwise request any Bank (including the LC Bank) to
extend any credit to the Company or any other Borrower under the Credit
Agreement, and that, notwithstanding any provision of the Credit Agreement
(including Sections 2.01, 2.03 and 3.02), on and after the date hereof, no Bank
(including the LC Bank) shall be required to make any Loan, or issue or
participate in any Letter of Credit (it being understood that nothing in this
sentence shall be construed to prohibit the Company from delivering a Notice of
Interest Rate Election with respect to any Loan outstanding prior to the
Amendment No. 6 Effective Date and continuing or converting such Loan on the
terms set forth in such Notice of Interest Rate Election).
SECTION 5. New York Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 6. 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 NO. 9
EFFECTIVE DATE") on which the Administrative Agent shall have received:
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(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);
(ii) payment in full of all the fees payable by the Company
pursuant to Section 2.17 of the Credit Agreement, for the account of each
of the Banks entitled to such fees pursuant to the terms of such Section;
and
(iii) payment in full of all expenses payable by the Company
pursuant to Section 10.03 of the Credit Agreement with respect to which
the Company shall have received invoices prior to May 31, 2000.
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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
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Name:
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By
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Name:
Title:
THE BANK OF NOVA SCOTIA
By
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Name:
Title:
BANK OF AMERICA, N.A., f/k/a
By
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Name:
Title:
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FIRST UNION COMMERCIAL CORPORATION
By
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Name:
Title:
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLAND BRANCHES
By
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Name:
Title:
By
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Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By
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Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By
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Name:
Title:
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WACHOVIA BANK, N.A.
By
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Name:
Title:
CHEVY CHASE BANK
By
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Name:
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative Agent and
as Collateral Agent
By
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Name:
Title:
Acknowledged by:
ENGINEERING TECHNOLOGIES, INC.
By
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Name:
Title:
ORBITAL SPACE SYSTEMS, INC.
By
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Name:
Title:
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ORBITAL COMMERCIAL SYSTEMS, INC.
By
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Name:
Title:
ORBITAL INTERNATIONAL, INC.
By
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Name:
Title:
ORBITAL SERVICES CORPORATION
By
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Name:
Title:
ORBITAL NAVIGATION CORPORATION
By
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Name:
Title:
ORBLINK LLC
By
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Name:
Title:
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