AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT No. 2 dated as of July 5, 1995 among
ORBITAL SCIENCES CORPORATION (the "Company"), ORBITAL
IMAGING CORPORATION and XXXXXXXXX SPACE AND DEFENSE
CORPORATION, the BANKS listed on the signature pages hereof,
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Administrative
Agent (the "Administrative Agent"), and X.X. XXXXXX
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
which 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. Additional Permitted Investment.
Section 5.07 of the Agreement is amended by:
(i) deleting the preposition "and" at the end of
clause (d) thereof;
(ii) renumbering clause (e) thereof as clause (f);
and
(iii) inserting a new clause (e) immediately
following clause (d) thereof, to read in its entirety as
follows:
"(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
$68,000,000, 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; and"
SECTION 3. Waiver Under Company Security
Agreement. The Banks waive (i) compliance by the Company
with the terms of Section 4(H) of the Company Security
Agreement solely to the extent necessary to permit the
Company to novate the Cooperative Agreement effective March
30, 1995 between the Company and the National Aeronautics
and Space Administration and (ii) any Default arising under
the Credit Agreement by reason of noncompliance by the
Company with such Section solely as a result of such
novation. Other than as specifically provided herein, this
Section shall not operate as a waiver of any right, remedy,
power or 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 upon
receipt by the Administrative Agent of 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).
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. Xxxxxxxx
Title: Sr. Vice President\
Finance & Administration
and Treasurer
ORBITAL IMAGING CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
and Treasurer
XXXXXXXXX SPACE AND DEFENSE CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxx
Title: Treasurer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxx X. X'Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ J.R. Trimble
Title: Senior Relationship
Manager
SIGNET BANK/VIRGINIA
By /s/ Xxxxxx X. Xxxxxx
Title: Vice President
NATIONSBANK, N.A.
By /s/ Xxxxx X. Xxxxxxxx
Title: Vice President
THE BANK OF TOKYO TRUST COMPANY
By
Title:
THE DAIWA BANK, LIMITED
By /s/ Xxxxx Xxxxxxxxxxxx
Title: Vice President
By /s/ Xxxxxxx Xxxxx
Title: Vice President
and Manager
