FIRST AMENDMENT
(AMENDED AND RESTATED TERM LOAN AGREEMENT)
This FIRST AMENDMENT ("AMENDMENT") dated as of November 13, 1995 is entered
into by and among VECTRA TECHNOLOGIES, INC. (the "BORROWER"), BANQUE PARIBAS, as
a Bank (as defined below) and as the Agent (as defined below), and BANQUE
NATIONALE DE PARIS, as a Bank and as the Managing Agent (as defined below).
RECITALS
A. The Borrower has entered into that certain Term Loan Agreement dated
as of January 6, 1994, as amended, and as amended and restated by that certain
Amended and Restated Term Loan Agreement dated as of September 20, 1995 (as so
amended and restated, the "TERM AGREEMENT"), among the Borrower, the Banks party
thereto, Banque Paribas, acting in its separate capacity as agent for the Banks
(the "AGENT"), and Banque Nationale de Paris, acting in its separate capacity as
Managing Agent (as defined therein) (the "MANAGING AGENT").
B. The parties to the Term Agreement desire to further amend the Term
Agreement on and in accordance with the terms, subject to the conditions and in
reliance upon the representations and warranties set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, and intending to be legally bound, the parties hereto agree as
follows:
SECTION 1. DEFINITIONS. Capitalized terms used but not defined in this
Amendment shall have the meanings given to them in the Term Agreement.
SECTION 2. AMENDMENTS TO TERM AGREEMENT.
(a) Subsection (a) (Leverage Ratio) of Section 6.1 (Financial
Covenants) of the Term Agreement is amended to delete the table appearing at the
end of Subsection (a) and to insert in its place the following:
PERIOD RATIO
Tranche-B Closing Date - 10/1/95 3.50:1.0
10/2/95 - 12/31/95 2.40:1.0
1/1/96 - Tranche-A Maturity Date 1.50:1.0
1
(b) Subsection (b) (Interest Coverage Ratio) of Section 6.1
(Financial Covenants) of the Term Agreement is amended to delete the table
appearing at the end of Subsection (b) and to insert in its place the following:
PERIOD RATIO
Tranche-B Closing Date - 10/1/95 52 2.25:1.0
10/2/95 - Tranche-A Maturity Date 5.00:1.0
(c) Subsection (c) (Fixed Charge Coverage Ratio) of Section 6.1
(Financial Covenants) of the Term Agreement is amended to delete the table
appearing at the end of Subsection (c) and to insert in its place the following:
PERIOD RATIO
Tranche-B Closing Date - 10/1/95 1.00:1.0
10/2/95 - 12/31/95 1.20:1.0
1/1/96 - 3/31/96 1.30:1.0
4/1/96 - 6/30/96 1.35:1.0
7/1/96 - 9/29/96 1.40:1.0
9/30/96 - 12/29/96 1.45:1.0
12/30/96 - Tranche-A Maturity Date 1.50:1.0
(d) Subsection (e) (Capital Expenditures) of Section 6.1 (Financial
Covenants) of the Term Agreement is amended to delete the table appearing in
Subsection (e) and to insert in its place the following:
PERIOD MAXIMUM AMOUNT
Tranche-B Closing Date - 10/1/95 $4,000,000
10/2/95 - 12/31/95 $ 400,000
1/1/96 - 12/29/96 $5,000,000
12/30/96 - 12/28/97 $5,000,000
2
12/29/97 - 1/3/99 $5,000,000
SECTION 3. LIMITATION OF AMENDMENT.
(1) The amendments set forth in SECTION 2, above, are effective for
the purposes set forth herein and shall be limited precisely as written and
shall not be deemed to (i) be a consent to any amendment, waiver or modification
of any other term or condition of any Loan Document or (ii) otherwise prejudice
any right or remedy which the Banks, the Agent or the Managing Agent may now
have or may have in the future under or in connection with any Loan Document.
(2) This Amendment shall be construed in connection with and as part
of the Loan Documents and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Loan Documents, except as herein
waived or amended, are hereby ratified and confirmed and shall remain in full
force and effect.
SECTION 4. REPRESENTATIONS AND WARRANTIES. In order to induce the
Banks, the Agent and the Managing Agent to enter into this Amendment, the
Borrower hereby represents and warrants to each Bank, the Agent and the Managing
Agent as follows:
(a) After giving effect to this Amendment (i) the representations and
warranties contained in the Loan Documents (other than those which expressly
speak as of a different date) are true, accurate and complete in all material
respects as of the date hereof and (ii) no Default or Event of Default has
occurred and is continuing;
(b) The Borrower has the corporate power and authority to execute and
deliver this Amendment and to perform its obligations under the Term Agreement,
as amended by this Amendment, and each of the other Loan Documents to which it
is a party;
(c) The certificate of incorporation, bylaws and other organizational
documents of the Borrower delivered to each Bank on the Tranche-B Closing Date
are true, accurate and complete and have not been amended, supplemented or
restated and are and continue to be in full force and effect;
(d) The execution and delivery by the Borrower of this Amendment and
the performance by Borrower of its obligations under the Term Agreement, as
amended by this Amendment, and each of the other Loan Documents to which it is a
party have been duly authorized by all necessary corporate action on the part of
the Borrower;
(e) The execution and delivery by the Borrower of this Amendment and
the performance by the Borrower of its obligations under the Term Agreement, as
amended by this
3
Amendment, and each of the other Loan Documents to which it is a
party do not and will not contravene (i) any law or regulation binding on or
affecting the Borrower, (ii) the certificate of incorporation or bylaws of the
Borrower, (iii) any order, judgment or decree of any court or other governmental
or public body or authority, or subdivision thereof, binding on the Borrower or
(iv) any contractual restriction binding on or affecting the Borrower;
(f) The execution and delivery by the Borrower of this Amendment and
the performance by the Borrower of its obligations under the Term Agreement, as
amended by this Amendment, and each of the other Loan Documents to which it is a
party do not require any order, consent, approval, license, authorization or
validation of, or filing, recording or registration with, or exemption by any
governmental or public body or authority, or subdivision thereof, binding on the
Borrower, except as already has been obtained or made; and
(g) This Amendment has been duly executed and delivered by the
Borrower and is the binding obligation of the Borrower, enforceable against it
in accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar
laws of general application and equitable principles relating to or affecting
creditors' rights.
SECTION 5. REAFFIRMATION. The Borrower hereby reaffirms its
obligations under each Loan Document to which it is a party.
SECTION 6. COUNTERPARTS. This Amendment may be executed in any number
of counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.
SECTION 7. EFFECTIVENESS. This Amendment shall become effective on the
receipt by the Agent of an originally executed counterpart (or facsimile thereof
with the original to follow by Federal Express or other overnight courier) of
this Amendment, executed by the Borrower and each of the Banks as shall at such
point and thereafter be deemed effective as of September 21, 1995.
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
SECTION 9. RELEASE AND WAIVER.
(a) The Borrower hereby acknowledges and agrees that: (i) it has no
claim or cause of action against any Bank or the Agent or the Managing Agent or
any parent, subsidiary or affiliate of any Bank or the Agent or the Managing
Agent, or any of such Bank's, the Agent's or the Managing Agent's officers,
directors, employees, attorneys or other representatives or agents (all of which
parties other than the Banks, the Agent and the Managing Agent being,
4
collectively, the "LENDER AGENTS") in connection with the Term Agreement, the
Loans thereunder or the transactions contemplated therein; (ii) it has no offset
or defense against any of its respective obligations, indebtedness or contracts
in favor of the Banks, the Agent or the Managing Agent; and (iii) it recognizes
that each of the Banks, the Agent and the Managing Agent has heretofore properly
performed and satisfied in a timely manner all of its respective obligations to
and contracts with the Borrower.
(b) Although each of the Banks, the Agent and the Managing Agent
regards its respective conduct as proper and does not believe the Borrower to
have any claim, cause of action, offset or defense against such Bank, the Agent
or the Managing Agent or any Lender Agent in connection with the Term Agreement,
the Loans thereunder or the transactions contemplated therein, each Bank, the
Agent and the Managing Agent wishes and Borrower agrees to eliminate any
possibility that any past conditions, acts, omissions, events, circumstances or
matters could impair or otherwise affect any rights, interests, contracts or
remedies of the Banks, the Agent or the Managing Agent. Therefore, the Borrower
unconditionally releases and waives (i) any and all liabilities, indebtedness
and obligations, whether known or unknown, of any kind of any Bank, the Agent or
the Managing Agent or of any of Lender Agents to the Borrower, except the
obligations remaining to be respectively performed by the Banks, the Agent or
the Managing Agent as expressly stated in the Term Agreement, this Amendment and
the other Loan Documents; (ii) any legal, equitable or other obligations or
duties, whether known or unknown, of any Bank, the Agent, the Managing Agent or
any Lender Agent to the Borrower (and any rights of the Borrower against any
Bank, the Agent, the Managing Agent or any Lender Agent) besides those expressly
stated in the Term Agreement, this Amendment and the other Loan Documents;
(iii) any and all claims under any oral or implied agreement, obligation or
understanding with any Bank, the Agent, the Managing Agent or any Lender Agent,
whether known or unknown, which is different from or in addition to the express
terms of the Term Agreement, this Amendment or any of the other Loan Documents;
and (iv) all other claims, causes of action or defenses of any kind whatsoever
(if any), whether known or unknown, which the Borrower might otherwise have
against any Bank, the Agent, the Managing Agent and/or any Lender Agent on
account of any condition, act, omission, event, contract, liability, obligation,
indebtedness, claim, cause of action, defense, circumstance or matter of any
kind whatsoever which existed, arose or occurred at any time prior to the
execution and delivery of this Amendment or which could arise concurrently with
the effectiveness of this Amendment.
(c) THE BORROWER AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN,
UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CAUSES OF ACTION, CONTRACTS,
LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED BY THIS AMENDMENT
IN FAVOR OF THE BANKS, THE AGENT, THE MANAGING AGENT AND THE LENDER AGENTS. TO
THE EXTENT ANY LAW MAY BE APPLICABLE, THE BORROWER WAIVES AND RELEASES (TO THE
MAXIMUM EXTENT PERMITTED BY LAW) ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE
HAVE UNDER THE LAWS OF THE
5
STATE OF NEW YORK OR ANY OTHER APPLICABLE JURISDICTION
WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF ITS WAIVERS
OR RELEASES UNDER THIS AMENDMENT.
IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
VECTRA TECHNOLOGIES, INC.
By:______________________________
Its:_____________________________
BANQUE PARIBAS, as a Bank and as Agent
By:______________________________
Its:_____________________________
By:______________________________
Its:_____________________________
BANQUE NATIONALE DE PARIS, as a Bank and as
Managing Agent
By:______________________________
Its:_____________________________
6
ACKNOWLEDGEMENT OF AMENDMENT
AND REAFFIRMATION OF GUARANTY
C. Each of the undersigned Guarantors hereby acknowledges and confirms
that it has reviewed and approved the terms and conditions of this Amendment.
D. Each Guarantor hereby consents to this Amendment and agrees that its
respective Guaranty of the Obligations of the Borrower under the Term Agreement
shall continue in full force and effect, shall be valid and enforceable and
shall not be impaired or otherwise affected by the execution of this Amendment
or any other document or instrument delivered in connection herewith.
E. Each Guarantor severally represents and warrants that, after giving
effect to this Amendment, all representations and warranties contained in its
respective are true, accurate and complete as if made the date hereof.
GUARANTORS PACIFIC NUCLEAR STORAGE SYSTEMS, INC.
By:____________________________________
Printed Name:__________________________
Title:_________________________________
NUCLEAR PACKAGING, INC.
By:____________________________________
Printed Name:__________________________
Title:_________________________________
VECTRA SERVICES, INC.
By:____________________________________
Printed Name:__________________________
Title:_________________________________
CTL INTERNATIONAL, INC.
By:____________________________________
Printed Name:__________________________
Title:_________________________________
7
VECTRA GOVERNMENT SERVICES, INC.
By:___________________________________
Printed Name:_________________________
Title:________________________________
VECTRA WASTE SERVICES, L.L.C.
by: VECTRA Technologies, Inc., its Manager
By:__________________________________
Printed Name:________________________
Title:_______________________________
