1ST AMENDMENT
Dated as of June 30, 1995
TO
NOTE AGREEMENT
Dated as of June 1, 1995
THIS AMENDMENT, dated as of June 30, 1995 is entered into between
Orbital Sciences Corporation, a Delaware corporation (the "Company")
and The Northwestern Mutual Life Insurance Company (the "Purchaser").
RECITALS
The Company and the Purchaser are parties to a Note Agreement dated as
of June 1, 1995 (the "Note Agreement"). The parties now desire to amend
the Note Agreement in certain respects so as to adjust certain
financial tests. In addition, the Company is in default with respect to
one covenant under the Note Agreement and has requested that the
Purchaser grant a waiver with respect to such default;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements of the parties herein contained, the parties agree as
follows:
ARTICLE I - AMENDMENTS
1.1 Section 5.8. Section 5.8 of the Note Agreement is amended to read
in its entirety as follows:
Section 5.8 Fixed Charges Coverage Ratio. The Company will at all times
keep and maintain the Fixed Charges Coverage Ratio at not less than:
DURING THE PERIOD MINIMUM RATIO LEVEL
Closing Date through 1.25 to 1.00
March 31, 1996
April 1, 1996 and 1.50 to 1.00;
thereafter
provided, however that (i) at all times on and before December 31,
1995, the Fixed Charges Coverage Ratio shall be calculated to take into
effect the FAS Adjustment and (ii) at all times on and before March 31,
1996, the Fixed Charge Coverage Test shall be calculated to take into
effect the Pegasus Adjustment.
1.2. Definitions. The following two new definitions shall be inserted
into Section 8. Interpretation of Agreement: Definitions in their
appropriate alphabetical order.
"FAS Adjustment" shall mean an amount equal to the amount set forth in
the financial statements of the Company as at March 31, 1995 (as
restated) to reflect charges resulting from the Company's revaluation
of assets relating to its Transport Orbit Stage a/k/a Orbit Transfer
Stage line of business in connection with the Company's adoption of
Financial Accounting Standard 121, but in no event shall such amount
exceed $4,200,000. The FAS Adjustment shall be excluded from the
calculatlon of Adjusted Consolidated Operating Earnings for the period
set forth in Section 5.8.
"Pegasus Adjustment" shall mean an amount equal to the amount recorded
in the Company's financial statements as at June 30, 1995 to reflect
additional costs associated with and reserves taken in connection with
the failed launch of the Pegasus XL Space Launch Vehicle on June 21,
1995, but in no event shall such amount exceed $4,500,000. The Pegasus
Adjustment shall be excluded from the calculation of Adjusted
Consolidated Operating Earnings for the period set forth in Section
5.8.
ARTICLE ll - WAIVER
Purchaser hereby waives through June 30, 1995 (but not after such date)
any noncompliance by the Company with the provisions of Section 5.8 of
the Note Agreement.
ARTICLE lll - WARRANTIES
To induce the Purchaser to enter into this Amendment, the Company (i)
warrants to the Purchaser that no Default or Event of Default exists
which will not be cured by this Amendment becoming effective and (ii)
restates and reaffirms all of the representations and warranties set
forth in Exhibit B to the Note Agreement.
ARTICLE IV - GENERAL
4.1 Effectiveness. This Amendment shall become effective as of the date
hereof upon receipt by the Purchaser of a counterpart of this Amendment
executed by both parties.
4.2 Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts and
each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Amendment.
4.3 Reaffirmation. As herein amended, the Note Agreement shall remain
in full force and effect and is hereby ratified, approved and confirmed
in all respects.
4.4 Definitions and References. Terms used but not otherwise defined
herein are used herein as defined in the Note Agreement.
4.5 References. On and after the effective date hereof, each reference
to the Note Agreement therein and in any and all agreements,
instruments, or other documents executed pursuant to or in connection
with the Note Agreement shall be deemed to mean the Note Agreement as
amended hereby.
4.6 Successors and Assigns. This Amendment shall be binding upon the
Company and the Purchaser and their respective successors and assigns,
and shall inure to the benefit of the Company and the Purchaser and the
respective successors and assigns of the Purchaser.
4.7 Sole Holder. Purchaser is the sole Holder of the Notes and has the
power and authority to execute this Amendment pursuant to Section 7 of
the Note Agreement.
Executed by and between the parties as of the date set forth above.
ORBITAL SCIENCES CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇. Sunshine
By: ▇▇▇▇▇▇▇ ▇. Sunshine
Its: Treasurer
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
/s/ A. ▇▇▇▇ ▇▇▇▇▇▇▇
By: A. ▇▇▇▇ ▇▇▇▇▇▇▇
Its: Vice President
