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EXHIBIT 10.1.6
AMENDMENT NO. 6 TO CREDIT AGREEMENT
AMENDMENT No 6. dated as of December 19, 1996 among ORBITAL
SCIENCES CORPORATION (the "Company"), XXXXXXXXX SPACE AND DEFENSE CORPORATION
("Xxxxxxxxx"), the BANKS listed on the signature pages hereof, XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK, as Administrative Agent (the "Administrative Agent")
and as successor to X.X. Xxxxxx Delaware, as Collateral Agent.
W I T N E S S E T H:
WHEREAS, the parties hereto and Orbital Imaging Corporation
("Orbital Imaging") 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 "Credit Agreement"); and
WHEREAS, Orbital Imaging is currently a Borrower and a
Guarantor under the Credit Agreement and is party to a Security Agreement dated
as of September 27, 1994 (the "Orbital Imaging Security Agreement") with the
Collateral Agent;
WHEREAS, the Company has asked the Banks, and the Banks are
willing, on the terms and conditions set forth below, to release Orbital
Imaging from its obligations as Borrower and Guarantor under the Credit
Agreement and to release the security interests created under the Orbital
Imaging Security Agreement;
WHEREAS, the parties hereto desire to amend the Credit
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
Credit 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 Credit Agreement shall from and after the Effective
Date (as defined in Section 5 below) refer to the Credit Agreement as amended
hereby.
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SECTION 2. Removal of Orbital Imaging as a Borrower and
Guarantor.
(a) The definitions of "Borrower Subsidiaries", "Consolidated
Subsidiary" and "Subsidiary" set forth in Section 1.01 of the Credit Agreement
are amended to read in their entirety as follow:
"Borrower Subsidiaries" means Xxxxxxxxx.
"Consolidated Subsidiary" means, at any date with respect to
any Person, any Subsidiary or other entity the accounts of which would
be consolidated with those of such Person in its consolidated
financial statements if such statements were prepared as of such date;
provided that in no event shall Orbital Imaging Corporation be a
"Subsidiary" of the Company.
"Subsidiary" means any corporation or other entity of which
securities or other ownership interests having ordinary voting power
to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly
owned by the Company (or if such term is used with reference to any
other Person, by such other Person); provided that in no event shall
Orbital Imaging Corporation be a "Subsidiary" of the Company.
(b) Orbital Imaging is hereby released from all of its obligations as
a Borrower and a Guarantor under the Credit Agreement and the other
Financing Documents. The release effected pursuant to the immediately
preceding sentence shall not release, discharge or otherwise affect in
any manner the obligations of the Company of Xxxxxxxxx as Guarantors
pursuant to the Guaranty set forth in Article 9 of the Credit
Agreement of the obligations of Orbital Imaging under the Financing
Documents.
(c) The security interest created under the Orbital Imaging Security
Agreement are hereby terminated. the Banks hereby consent to such
termination and acknowledge that the Collateral Agent may execute and
deliver to Orbital Imaging such documents as Orbital Imaging shall
reasonably request to evidence such termination (including without
limitation UCC termination statements and notices of termination of
assignment with respect to any Eligible Government Contract which
constitute Collateral under the Orbital Imaging Security Agreement).
(d) On or promptly after the Effective Date, each Bank will cancel
its Notes of Orbital Imaging and return them to Orbital Imaging.
SECTION 3. Additional Permitted Investment. section 5.07 of
the Credit Agreement is amended to read in its entirety as follows:
SECTION 5.07. Investments. Neither the Company nor any
Subsidiary will make or acquire any Investment in any Person other
than:
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(a) Investments in any Borrower;
(b) Investments (other than (x) Investments described in
clause (a) above and (y) the ORBCOMM Global Guaranty) in an aggregate
principal amount not exceeding $5,000,000 in direct or indirect
Subsidiaries of the Company immediately after such Investment is made
or acquired;
(c) Temporary Cash Investments;
(d) Investments made by the Company, any of its Wholly-Owned
Subsidiaries or orbital Communications Corporation in an aggregate
principal amount not exceeding $75,000,000, in any entity or entities
through which the Company or any of its Wholly-Owned Subsidiaries will
develop, construct, operate and/or market the ORBCOMM low-earth
satellite communications system;
(e) Investments made by the Company or any of its
Wholly-Owned Subsidiaries, substantially on the terms described by the
Company to the Banks in the "Project Summary-American Space Lines"
dated June, 1995, copies of which have been delivered to each of the
Banks, in an aggregate principal amount not exceeding $73,000,000, in
any entity or entities through which the company or any of its
Wholly-Owned Subsidiaries will participate in the development,
construction, operation and/or marketing of the X-34 small reusable
launch vehicles;
(f) Investments made by the Company to acquire XxxXxxxxx,
Xxxxxxxxx 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;
(g) Investments (other than Investments described in clause
(b) above) made or acquired or committed to be made or acquired by MDA
prior to the date MDA was acquired by the Company and listed on
Schedule III;
(h) the ORBCOMM Global Guaranty;
(i) Investments in Orbital Imaging Corporation (x) in
existence on December 1, 1996 and (y) in an aggregate principal amount
not exceeding $50,000,000 (in addition to Investments described in
clause (x)); and
(j) any Investment (other than any Investment in direct or
indirect Subsidiaries of the Company immediately after such Investment
is made or acquired) not otherwise permitted by the foregoing clauses
of this section 5.07 if, immediately after such Investment is made or
acquired, the aggregate net book value of all Investments permitted by
this clause (j) does not exceed 8% of Consolidated Tangible Net Worth.
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SECTION 4. New York Law. This Amendment shall be governed by
an 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 "Effective Date") on which the Administrative Agent
shall have received:
(i) duly executed counterparts hereof signed by the Company,
Xxxxxxxxx and the Banks (or, in the case of any part 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) Evidence satisfactory to it that the aggregate
outstanding principal amount of the Loans of Orbital Imaging shall
have been repaid in full, together with all accrued and unpaid
interest thereon.
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/ Xxxxxxx X. Xxxxxx
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Title: Senior Vice President & Chief
Financial Officer
ORBITAL IMAGING CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
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Title: Senior Vice President & Chief
Financial Officer
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XXXXXXXXX SPACE AND DEFENSE
CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
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Title: Senior Vice President & Chief
Financial Officer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxx X. X'Xxxxx
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Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ J.R. Trimble
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Title: Senior Relationship Manager
SIGNET BANK (formerly known as
Signet Bank/Virginia)
By /s/ R. Xxxx Xxxxx
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Title: Assistant Vice President
NATIONSBANK, N.A.
By /s/ Xxxxx X. Xxxxxxxx
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Title: Vice President
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BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By /s/ Xxxxxxxxx Xxxxxx
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Title: Assistant Vice President
THE SUMITOMO BANK, LIMITED
By /s/ Xxxxx X. Xxxxxxx
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Title: Vice President
By /s/ Xxxxx X. Xxxxx
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Title: Vice President & Manager
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