1.1 In this Agreement (including the recitals hereto), unless something in the subject matter or context is inconsistent therewith:
“Agreement” means this Sixth Amending Agreement;
“Credit Agreement” means that certain Restated Credit Agreement, dated as of October 5, 2017, among MacDonald, Dettwiler and Associates Ltd. (as a former borrower under the Credit Facilities), as borrower, the Administrative Agent, Royal Bank of Canada, as collateral agent, and the lenders from time to time party thereto, as lenders, as amended by each of that certain First Amending Agreement, dated as of December 21, 2018, the Second Amending Agreement, the Third Amending Agreement, that certain Fourth Amending Agreement, dated as of December 11, 2019, and that certain Fifth Amending Agreement, dated as of December 19, 2019, and as supplemented by that certain Assumption and Novation Agreement dated as of January 1, 2019;
“Second Amending Agreement” means that certain Second Amending Agreement, dated as of December 21, 2018 among Maxar Technologies Ltd. (as a former borrower under the Credit Facilities), the Administrative Agent and the Pro Rata Lenders party thereto, as amended by that certain Amending Agreement in respect of such Second Amending Agreement, dated as of January 15, 2019; and
“Third Amending Agreement” means that certain Third Amending Agreement dated as of November 4, 2019 among the Borrowers, the Administrative Agent and the Lenders party thereto.
1.2 Capitalized terms used herein without express definition shall have the same meanings herein as are ascribed thereto in the Credit Agreement.
1.3 The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreements supplemental hereto. Unless expressly indicated otherwise, all references to “Section” or “Sections” are intended to refer to a Section or Sections of the Credit Agreement.
2. COVENANT RELIEF CONDITIONS
2.1 Section 3.1(c) of the Second Amending Agreement is deleted in its entirety and replaced with the following:
“(c) notwithstanding Section 10.2(12) of the Credit Agreement, the Borrower shall not, and shall not permit any Designated Subsidiary to, make any Acquisition unless, on a pro forma basis, after the making of such Acquisition: (i) the aggregate cash consideration paid by the Borrower and its Designated Subsidiaries for all such Acquisitions made after the Amendment Effective Date does not exceed the sum of (x) US$225 million plus (y) the aggregate net cash proceeds received by the Borrower from the issuance of Qualified Equity Interests after the Amendment Effective Date (but only if and to the extent that the specified use of proceeds from each such issuance is to fund all or part of any such Acquisition or any costs related to such Acquisition); and (ii) with respect to any Acquisition for which the aggregate cash consideration paid by the Borrower and its Designated Subsidiaries exceeds US$50 million, the undrawn availability under the Revolving Facility is not less than US$200 million.”
2.2 Section 5.1(b) of the Third Amending Agreement is deleted in its entirety and replaced with the