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EXHIBIT 10.2.7
SEVENTH AMENDMENT TO NOTE AGREEMENT
THIS SEVENTH AMENDMENT to Note Agreement dated as of May 27, 1999
("Seventh Amendment"), is entered into between ORBITAL SCIENCES CORPORATION, a
Delaware corporation (the "Company"), and THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY (the "Purchaser").
R E C I T A L S:
A. The Company and the Purchaser have heretofore entered into the
Note Agreement dated as of June 1, 1995, the First Amendment to Note Agreement
dated as of June 30, 1995, the Second Amendment to Note Agreement dated as of
March 15, 1996, the Third Amendment to Note Agreement dated as of July 31, 1996,
the Fourth Amendment to Note Agreement dated as of March 31, 1997, the Fifth
Amendment to Note Agreement dated as of December 23, 1997 and the Sixth
Amendment to Note Agreement dated as of August 14, 1998 (as amended, the "Note
Agreement").
B. The Company and the Purchaser now desire to further amend,
effective on and as of May 27, 1997 (the "Effective Date"), certain of the terms
of the Note Agreement.
C Capitalized terms used herein shall have the respective meanings
ascribed thereto in the Note Agreement unless herein defined or the context
shall otherwise require.
D. All requirements of law have been fully complied with and all
other acts and things necessary to make this Seventh Amendment a valid, legal
and binding instrument according to its terms for the purposes herein expressed
have been done or performed.
NOW, THEREFORE, the Company and the Purchaser, for good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, do
hereby agree as follows:
SECTION 1. AMENDMENT.
Section 1.1. Section 8.1 of the Note Agreement is hereby amended as
follows:
(a) The definition of "Restricted Investments," clause (i) is
hereby amended by deleting the word "and" at the end thereof;
(b) The definition of "Restricted Investments," clause (j) is
hereby amended by substituting a semicolon for the period and adding the
word "and" at the end thereof; and
(c) The definition of "Restricted Investments," is hereby amended
by adding a new Clause (k) to read in its entirety as follows:
"(k) Investments by the Company or any Subsidiary made in an
aggregate amount not to exceed $30,000,000 pursuant to a joint
venture agreement between the Company or any Subsidiary 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 Purchaser prior to
the Effective Date of Amendment No. 7 to this Agreement."
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
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Section 2.1. To induce the Purchaser to execute and deliver this Seventh
Amendment, the Company represents and warrants to the Purchaser (which
representations shall survive the execution and delivery of this Seventh
Amendment) that:
(a) this Seventh Amendment has been duly authorized, executed and
delivered by the Company and constitutes the legal, valid and
binding obligation, contract and agreement of the Company,
enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles
relating to or limiting creditors' rights generally;
(b) the Note Agreement, as amended by this Seventh Amendment,
constitutes the legal, valid and binding obligation, contract and
agreement of the Company, enforceable against it in accordance
with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws
or equitable principles relating to or limiting creditors' rights
generally;
(c) the execution, delivery and performance by the Company of this
Seventh Amendment (i) has been duly authorized by all requisite
corporate action and, if required, shareholder action, (ii) does
not require the consent or approval of any governmental or
regulatory body or agency, and (iii) will not (A) violate (1) any
provision of law, statute, rule or regulation or its certificate
of incorporation or bylaws, (2) any order of any court or any
rule, regulation or order of any other agency or government
binding upon it, or (3) any provision of any material indenture,
agreement or other instrument to which it is a party or by which
its properties or assets are or may be bound, or (B) result in a
breach or constitute (alone or with due notice or lapse of time or
both) a default under any indenture, agreement or other instrument
referred to in clause (iii)(A)(3) of this Section 3.1(c); and
(d) as of the date hereof and after giving effect to this Seventh
Amendment, no Default or Event of Default has occurred which is
continuing.
SECTION 3. CONDITIONS TO EFFECTIVENESS OF SEVENTH AMENDMENT.
Section 3.1. This Seventh Amendment shall not become effective until, and
shall become effective when, each and every one of the following conditions
shall have been satisfied:
(a) executed counterparts of this Seventh Amendment, duly executed by
the Company and the Purchaser, shall have been delivered to the
Purchaser; and
(b) the representations and warranties of the Company set forth in
Section 2 hereof shall be true and correct on and with respect to
the date hereof.
Upon receipt of all of the foregoing, this Seventh Amendment shall on the
Effective Date become effective.
SECTION 4. MISCELLANEOUS.
Section 4.1. Except as modified and expressly amended by this Seventh
Amendment, the Note Agreement is in all respects ratified, confirmed and
approved and all of the terms, provisions and conditions thereof shall be and
remain in full force and effect.
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Section 4.2. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Seventh Amendment may refer to the Note Agreement without making specific
reference to this Seventh Amendment but nevertheless all such references shall
include this Seventh Amendment unless the context otherwise requires.
Section 4.3. This Seventh Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois.
Section 4.4. This Seventh Amendment may be executed and delivered in any
number of counterparts, each of such counterparts constituting an original, but
all together only one Seventh Amendment.
IN WITNESS WHEREOF, the Company and the Purchaser have caused this
instrument to be executed, all as of the day and year first above written.
ORBITAL SCIENCES CORPORATION
By: /s/Kenneth H. Sunshine
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Kenneth H. Sunshine
Vice President and Treasurer
Accepted and Agreed to:
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/Jerome R. Baier
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Jerome R. Baier
Its Authorized Representative