1
EXHIBIT 10.1.2
AMENDMENT NO. 2
TO
THIRD AMENDED AND RESTATED
CREDIT AND REIMBURSEMENT AGREEMENT
AMENDMENT No. 2 dated as of May 26, 1999 among ORBITAL SCIENCES
CORPORATION (the "COMPANY"), XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, 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.
W I T N E S S E T H:
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, the parties hereto wish to amend the terms of the Credit
Agreement as set forth herein;
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 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
Effective Date (as defined in Section 5 below) refer to the Credit Agreement as
amended hereby.
SECTION 2. Additional Permitted Investments. Section 5.07 of the
Credit Agreement is amended by:
(i) substituting the dollar amount "$122,000,000" for the dollar
amount "$110,000,000" set forth in clause (d) thereof;
(ii) redesignating clause (l) thereof as clause (n) and
substituting a reference to "this clause (n)" for the reference to "this
clause (l)" contained therein;
(iii) deleting the "and" at the end of clause (k) thereof; and
2
(iv) adding the following new clauses (l) and (m) immediately
after clause (k)
thereof:
"(l) Investments by the Company or any of its Subsidiaries
made in an aggregate amount not to exceed $30,000,000 pursuant to
a joint venture agreement between the Company or any of its
Subsidiaries and The Hertz Corporation ("HERTZ") to develop and
market Magellan automotive navigation Systems in Hertz rental cars
substantially on the terms described by the Company to the Banks
prior to the date of effectiveness of Amendment No. 2 to this
Agreement;
(m) Investments by the Company or any of its Subsidiaries
made in an aggregate amount not to exceed $6,000,000 pursuant to a
joint venture agreement between the Company or any of its
Subsidiaries and LandAmerica Financial Group, Inc. to develop and
market electronic land the Company to the Banks prior to the date
of effectiveness of Amendment No. 2 to this Agreement;"
SECTION 3. Waiver of Compliance With Leverage Ratio. The Banks
waive (i) compliance by the Company with the provisions of Section 5.09 of the
Credit Agreement and (ii) any Default arising under Section 6.01 (c) of the
Credit Agreement by reason of such noncompliance; provided that the waivers
granted pursuant to this Section 3 shall expire on the 60th day after the
Amendment Effective Date. Except as provided in the immediately preceding
sentence, this Section 3 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 on the date (the "AMENDMENT
EFFECTIVE DATE") on which the Administrative Agent shall have received 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).
3
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. Sunshine
---------------------------------------
Title: Vice President and Treasurer
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Sunshine
Facsimile number: (000) 000-0000
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/Xxxxxx Xxxxxxxxx
---------------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/Xxxxx X. Xxxxxxx
---------------------------------------
Title: Senior Relationship Manager
NATIONSBANK, N.A.
By: /s/Xxxxxxx Xxxxx
---------------------------------------
Title: Vice President
FIRST UNION COMMERCIAL CORPORATION
By: /s/Xxxxxxx Xxxxxxx
---------------------------------------
Title: Vice President
4
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLAND BRANCHES
By: /s/Xxx X. Xxxxxx
---------------------------------------
Title: Vice President
By: /s/Xxxxxxx Xxxxx
---------------------------------------
Title: Associate
KEYBANK NATIONAL ASSOCIATION
By: /s/Xxxxxxxx X. Xxxx
---------------------------------------
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By:
---------------------------------------
Title:
WACHOVIA BANK, N.A.
By:
---------------------------------------
Title:
CHEVY CHASE BANK
By: /s/Xxxx Xxxxxx
---------------------------------------
Title: Vice President
5
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By: /s/Xxxxxx Xxxxxxxxx
---------------------------------------
Title: Vice President
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxx
Facsimile number: (000) 000-0000
