EXHIBIT 10.1.4 [CONFORMED COPY] AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT No. 4 dated as of November 15, 1995 among ORBITAL SCIENCES CORPORATION (the "Company"), ORBITAL IMAGING CORPORATION and FAIRCHILD SPACE AND DEFENSE CORPORATION, the BANKS...
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EXHIBIT 10.1.4
[CONFORMED COPY]
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT No. 4 dated as of November 15, 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 that 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. Changes to Definitions. (a) The definition of "Temporary
Cash Investments" in Section 1.01 of the Agreement is amended by (i) inserting
the phrase "or Canada" immediately after the term "United States" in clause (i)
thereof and (ii) inserting the phrase "or Canada or any province thereof" in
clause (iii) thereof.
(b) The definition of "Consolidated Delinquency Ratio" is amended by
deleting the phrase "Company and its Consolidated Subsidiaries" in clauses (i)
and (ii) thereof and replacing it with the phrase "all the Borrowers".
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(c) The definition of "Consolidated DSO Ratio" is amended by deleting
the phrase "Company and its Consolidated Subsidiaries" in clauses (i) and (ii)
thereof and replacing it with the phrase "all the Borrowers".
(d) The definition of "Consolidated Loss Ratio" is amended by (x)
deleting the phrase "Company and its Consolidated Subsidiaries" in clause (i)
thereof and replacing it with the phrase "all the Borrowers" and (y) deleting
the phrase "Company and any of its Consolidated Subsidiaries" in clause (ii)
thereof and replacing it with the phrase "all the Borrowers".
(e) A new definition of "MDA" is added in Section 1.01 in
alphabetical order, to read in its entirety as follows:
"MDA" means XxxXxxxxx, Xxxxxxxxx and Associates Ltd., a Canadian
corporation, and its successors.
SECTION 3. Additional Permitted Investments. Section 5.07 of the
Agreement is amended by:
(i) deleting the amount "$68,000,000" and replacing it with the
amount "$73,000,000" in clause (e) thereof;
(ii) renumbering clause (g) thereof as clause (h); and
(iii) inserting a new clause (g) immediately following clause (f)
thereof, to read in its entirety as follows:
"(g) Investments (other than Investments described in clause (b)
above) made or acquired or committed to be made or acquired by MDA prior
to the date MDA was acquired by the Company and listed on Schedule III;
and"
SECTION 4. Exclusion from Subsidiary Debt. Section 5.17 of the
Agreement is amended by adding the following proviso at the end thereof:
";provided that in no event shall the Exchangeable Non-Voting Shares or the
Class B Preferred Shares of XxxXxxxxx, Xxxxxxxxx Holdings Inc. be included in
the "Debt" of XxxXxxxxx, Xxxxxxxxx Holdings Inc."
SECTION 5. Addition of Schedule III. A new Schedule III is added to
the Agreement to read in its entirety as set forth on Schedule I hereto.
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SECTION 6. New York Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. 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 on which the
Administrative Agent shall have received 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).
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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
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Title: Chief Financial Officer
ORBITAL IMAGING CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxx
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Title: Chief Financial Officer
XXXXXXXXX SPACE AND DEFENSE
CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxx
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Title: Treasurer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxx X. X'Xxxxx
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Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ J. R. Trimble
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Title: Senior Relationship
Manager
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SIGNET BANK/VIRGINIA
By /s/ Xxxxxx X. Xxxxxx
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Title: Vice President
NATIONSBANK, N.A.
By /s/ Xxxxx X. Xxxxxxxx
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Title: Vice President
THE BANK OF TOKYO TRUST COMPANY
By
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Title:
THE DAIWA BANK, LIMITED
By
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Title:
By
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Title:
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