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 FAIRCHILD SPACE AND DEFENSE CORPORATION, the BANKS listed on
the signature pages hereof, MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Administrative Agent (the "Administrative Agent"), and
J.P. MORGAN 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 and construed in accordance with the laws of the State
of New York.
SECTION 5. Counterparts; Effectiveness. This
Amendment may be singed 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 written above.
ORBITAL SCIENCES CORPORATION
By /s/ Carlton B. Crenshaw
Title: Sr. Vice President/Finance
& Administration and Treasurer
ORBITAL IMAGING CORPORATION
By /s/ Carlton B. Crenshaw
Title: Chief Financial
Officer
and Treasurer
FAIRCHILD SPACE AND DEFENSE
CORPORATION
By /s/ Carlton B. Crenshaw
Title: Treasurer
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By /s/ Kevin J. O'Brien
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ J.R. Trimble
Title: Senior Relationship
Manager
SIGNET BANK/VIRGINIA
By /s/ Ronald K. Hobson
Title: Vice President
NATIONSBANK, N.A.
By /s/ James W. Gaittens
Title: Vice President
THE BANK OF TOKYO TRUST COMPANY
By ______________________________
Title:
THE DAIWA BANK, LIMITED
By /s/ Kevin Rauschenberg
Title: Vice President
By /s/ Louanne Baily
Title: Vice President and
Manager