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AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 2, dated as of March 20, 1998 (the "Amendment"),
amends the AGREEMENT AND PLAN OF MERGER, dated October 7, 1997 (the "Merger
Agreement"), as amended on February 11, 1998, by and among Orion Network
Systems, Inc., a Delaware corporation ("Company"), Loral Space & Communications
Ltd., a Bermuda company ("Acquiror") and Loral Satellite Corporation, a Delaware
corporation ("Merger Sub").
WHEREAS, the parties have entered into the Merger Agreement
(capitalized terms used in this Amendment and not otherwise defined herein shall
have the meanings set forth in the Merger Agreement);
WHEREAS, the parties to the Merger Agreement desire to amend various
provisions of the Merger Agreement and set forth certain agreements among the
parties; and
WHEREAS, pursuant to Section 9.4 of the Merger Agreement, the Merger
Agreement may be amended with the written consent of the parties thereto.
NOW, THEREFORE, in consideration of the foregoing premises, it is
hereby agreed by and among, the Company, Acquiror and Merger Sub as follows:
(1) Section 10.1 shall be amended to read as follows:
"The representations, warranties and agreements in this
Agreement (and in any certificate delivered in connection with
the Closing) shall be deemed to be conditions to the Merger
(or the Exchange Offer, as applicable) and shall not survive
the Effective Time (or consummation of the Exchange Offer, as
applicable) or termination of this Agreement, except for the
agreements set forth in Articles I (the Merger) and II
(Conversion of Securities; Exchange of Certificates) and
Sections 7.7 (Indemnification and Insurance), 7.8 (Employee
Benefits Matters) 7.9 (Further Action) and 7.15(g) (Subsequent
Merger), each of which shall survive the Effective Time (or
consummation of the Exchange Offer, as applicable)
indefinitely, and Sections 7.2 (Confidentiality), 7.17
(Private Letter Ruling), 9.2 (Effect of Termination) and 9.3
(Expenses), each of which shall survive termination of this
Agreement indefinitely."
(2) Pursuant to Section 9.5(c) of the Merger Agreement, with
respect to the closing conditions set forth in Sections 8.2(c)
and 8.3(c) of the Merger Agreement, the parties hereby
acknowledge
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and agree that on February 26, 1998 the FCC granted the FCC
Application by initial order, and Acquiror, Merger Sub and the
Company waive the portions of such closing conditions that
require that the grant of the FCC Application be by Final
Order.
(3) The Exchange Ratio, which has been calculated in accordance
with Section 2.1 of the Merger Agreement as set forth on
Exhibit A hereto, is .71553.
(4) This Amendment may be executed and delivered in one or more
counterparts, and by the different parties hereto in separate
counterparts, each of which when executed and delivered shall
be deemed to be an original but all of which taken together
shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to the Agreement and Plan of Merger to be executed and delivered as of the
date first written above.
LORAL SPACE & COMMUNICATIONS LTD.
By: /s/ Xxx Xxxx
Xxx Xxxx
Vice President
LORAL SATELLITE CORPORATION
By: /s/ Xxx Xxxx
Xxx Xxxx
Vice President
ORION NETWORK SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Senior Vice President
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EXHIBIT A
CLOSING DATE TRADING DATE INTRA DAY AVG 20 DAY AVG IMPLIED EXCHANGE RATIO
------------ ------------ ------------- ---------- ----------------------
2/23/98 2/6/98 23.5022
2/24/98 2/9/98 23.8906 22.5144 0.77728
2/25/98 2/10/98 24.495 22.75546 0.76905
2/26/98 2/11/98 24.0362 22.92992 0.76319
2/27/98 2/12/98 23.6283 23.07363 0.75844
3/2/98 2/13/98 23.7657 23.213735 0.75386
3/3/98 2/17/98 23.7887 23.33944 0.7498
3/4/98 2/18/98 23.8853 23.448945 0.7463
3/5/98 2/19/98 24.1456 23.52671 0.74384
3/6/98 2/20/98 25.237 23.63675 0.74037
3/9/98 2/23/98 25.5097 23.76496 0.73638
3/10/98 2/24/98 25.1063 23.883955 0.73271
3/11/98 2/25/98 25.33 23.97767 0.72985
3/12/98 2/26/98 25.0202 24.04818 0.72771
3/13/98 2/27/98 25.4303 24.17237 0.72397
3/16/98 3/2/98 25.4896 24.352195 0.71862
3/17/98 3/3/98 24.9971 24.45594 0.71557
3/18/98 3/4/98 24.9698 24.511735 0.71553
3/19/98 3/5/98 25.496 24.586905 0.71553
3/20/98 3/6/98 26.0068 24.68652 0.71553
Determination Price: 24.68652
Exchange Ratio: 0.71553
