Exhibit 10.1
EXECUTION COPY
SECOND AMENDMENT TO CREDIT AGREEMENT
dated as of December 12, 2012
by and among
ORBITAL SCIENCES CORPORATION,
as Borrower,
THE SUBSIDIARIES OF THE BORROWER PARTY HERETO,
as Guarantors
THE LENDERS PARTY HERETO,
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Swingline Lender and Issuing Lender
WELLS FARGO SECURITIES, LLC,
CITIGROUP GLOBAL MARKETS INC.
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
as Joint Lead Arrangers and Joint Bookrunners
CITIBANK, N.A.
and
BANK OF AMERICA, N.A.
as Co-Syndication Agents
PNC BANK, N.A.
and
U.S. BANK NATIONAL ASSOCIATION
as Co-Documentation Agents
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
December 12, 2012, is by and among ORBITAL SCIENCES CORPORATION, a Delaware
corporation (the "Borrower"), the Guarantors party hereto (the "Guarantors"),
WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the
Lenders under the Credit Agreement (as hereinafter defined) (in such capacity,
the "Administrative Agent") and each lender party hereto (the "Lenders").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement.
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors from time to time party thereto, certain
banks and financial institutions from time to time party thereto (the "Current
Lenders") and the Administrative Agent are parties to that certain Credit
Agreement dated as of June 7, 2011 (as amended by that certain First Amendment
to Credit Agreement dated as of October 31, 2012 and as further amended,
modified, extended, restated, replaced, or supplemented from time to time, the
"Credit Agreement");
WHEREAS, the Borrower has requested that the Lenders make certain amendments to
the Credit Agreement, including (i) the extension of the Maturity Date of the
existing revolving credit facility to five years from the Second Amendment
Effective Date (as defined below) and (ii) the addition of a term loan facility
in the amount of $150,000,000 (the "Term Loan Facility") to be provided by
certain Lenders (the "Term Loan Lenders");
WHEREAS, the Administrative Agent and the Lenders are willing to make such
amendments to the Credit Agreement and the Term Loan Lenders are willing to
provide the Term Loan Facility, in accordance with and subject to the terms and
conditions specified in this Amendment.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and
for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
As of the Second Amendment Effective Date (as hereinafter defined), the Credit
Agreement is hereby amended in the following respects:
1.1 Amended Credit Agreement. The Credit Agreement (but excluding the Schedules
and Exhibits thereto) is amended in its entirety to read in the form of such
Credit Agreement attached hereto as Exhibit A to this Amendment.
1.2 Amendment to Schedule 1.1. Schedule 1.1 [Revolving Commitments and Revolving
Commitment Percentages] to the Credit Agreement is hereby amended in its
entirety to read in the form