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EXHIBIT 10.6
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Agreement"), is dated as of July 9, 1998, by and among AHL
SERVICES, INC. ("AHL"), XXXXXXXXXXX SECURITY, INC. ("Xxxxxxxxxxx Security"),
XXXXXXXXXXX, INC. ("Xxxxxxxxxxx Transportation"), ADI U.K. LIMITED ("ADI
U.K."), AVIATION DEFENCE INTERNATIONAL GERMANY LIMITED ("ADI Germany"),
XXXXXXXXXXX HOLDINGS LIMITED ("U.S. Holdings"), and THE ADI GROUP LIMITED
("European Holdings") (each of AHL, Xxxxxxxxxxx Security, Xxxxxxxxxxx
Transportation, ADI U.K., ADI Germany, U.S. Holdings, and European Holdings is
sometimes individually referred to as a "Borrower" and collectively are
referred to as the "Borrowers"), the financial institutions listed on the
signature pages hereto as lenders (the "Lenders"), and First Union National
Bank, a national banking association ("First Union"), as administrative agent
for the Lenders (in such capacity, the "Administrative Agent").
RECITALS
WHEREAS, First Union, First Union National Bank, London Branch, Bank
of America, FSB, Wachovia Bank N.A., SunTrust Bank, Atlanta, NationsBank, N.A.
and Bank of America National Trust and Savings Association, London Branch (such
Lenders are referred to herein collectively as the "Existing Lenders"), the
Administrative Agent and the Borrowers are parties to that certain Amended and
Restated Credit Agreement dated as of February 10, 1998 (the "Existing Credit
Agreement"; and as amended by this Agreement, the "Amended Credit Agreement";
capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Existing Credit Agreement); and
WHEREAS, the Borrowers, Lenders and Administrative Agent desire to
enter into this Agreement to, among other things: amend the Existing Credit
Agreement to, subject to certain terms and conditions contained herein, (i)
increase the Aggregate Commitment from One Hundred Million Dollars
($100,000,000) to One Hundred Fifty Million Dollars ($150,000,000), to finance
Acquisitions and to provide working capital for the Borrowers, (ii) increase
the Foreign Currency Sublimit so that the limit on the Assigned Dollar Value of
the principal amount of all Foreign Currency Loans made under the Revolving
Facility is increased from Thirty-Five Million Dollars ($35,000,000) to
Seventy-Five Million Dollars ($75,000,000), and (iii) modify certain of the
financial and negative covenants contained therein.
NOW, THEREFORE, in consideration of the premises and the agreements,
covenants and provisions herein contained and for TEN DOLLARS ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
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SECTION 1. AMENDMENTS TO EXISTING CREDIT AGREEMENT
Subject to the satisfaction of the condition precedent set forth in
Section 3 of this Agreement, the Borrowers, the Lenders and the Administrative
Agent hereby agree that the Existing Credit Agreement be, and it hereby is,
amended as follows:
1.1 General. Upon and after the date hereof, all references to
the Existing Credit Agreement in that document or in any other Loan Document
shall mean the Existing Credit Agreement as amended hereby. Except as expressly
provided herein, the execution and delivery of this Agreement does not and will
not amend, modify or supplement any provision of, or constitute a consent to or
a waiver of any noncompliance with the provisions of, the Existing Credit
Agreement, and, except as specifically provided in this Agreement, the Existing
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed.
1.2 Amendment to Section 1.1. Section 1.1 of the Existing Credit
Agreement is further amended by amending and restating the following defined
terms to read in their entirety as follows:
"Aggregate Commitment" means One Hundred Fifty
Million Dollars ($150,000,000).
"Foreign Currency Sublimit" means, with respect to
the Revolving Facility, the Assigned Dollar Value of
Seventy-Five Million Dollars ($75,000,000), and with respect
to the European Swingline Facility, the Assigned Dollar Value
of Seven Million Five Hundred Thousand Dollars ($7,500,000),
being the maximum aggregate Loans to be made in the
Alternative Currency under the respective Facilities.
"LOC Committed Amount" means Ten Million Dollars
($10,000,000), reflecting the Assigned Dollar Value of any
Letters of Credit issued, extended or renewed in Alternative
Currency.
1.3 Amendments to Subsection 2.1. Section 2.1 of the Existing
Credit Agreement is hereby amended by deleting the figure "$35,000,000" that
appears in the proviso to the first sentence thereof and replacing it with the
words "the Foreign Currency Sublimit applicable to the Revolving Facility".
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1.4 Amendments to Subsection 2.5. Section 2.5 of the Existing
Credit Agreement is hereby amended by amending and restating clause (a) thereof
to read in its entirety as follows:
(a) Issuance of Letters of Credit. Issuing Bank
shall from time to time issue, extend or renew Letters of
Credit that are payable in Dollars or Alternative Currency
for the account of each of the Borrowers, upon such terms and
conditions as Issuing Bank may then require; provided that
(i) the undrawn amount of outstanding Letters of Credit
(reflecting the Assigned Dollar Value of any Letters of
Credit issued, extended or renewed in Alternative Currency)
shall at no time exceed the LOC Committed Amount, and (ii)
the sum of (A) the aggregate principal amount of Revolving
Loans outstanding (reflecting the Assigned Dollar Value of
all Foreign Currency Loans), (B) the undrawn amount of
outstanding Letters of Credit (reflecting the Assigned Dollar
Value of any Letters of Credit issued, extended or renewed in
Alternative Currency), and (C) the aggregate principal amount
of outstanding Swingline Loans and (D) the Assigned Dollar
Value of the aggregate European Swingline Loans outstanding
shall all at no time exceed the Aggregate Commitment. No
Letter of Credit shall have an original expiration date more
than one year from the date of issuance or that extends
beyond the Revolving Facility Termination Date. The joint and
several reimbursement obligations of the Borrowers under any
such Letters of Credit are to be Obligations hereunder, and
the coming due of any reimbursement obligation under any such
Letter of Credit shall be deemed to be a request for a
Revolving Loan in the amount of such Obligation. If an Event
of Default occurs or exists, or, if at the Revolving Facility
Termination Date, there is outstanding a Letter of Credit
that as originally issued or as extended had an expiry date
extending beyond the Revolving Facility Termination Date,
Borrowers, on demand, are to deliver to the Administrative
Agent good funds equal to 100% of the maximum liability under
all outstanding Letters of Credit, which funds are to be
deposited in a separate, blocked account (the "Cash
Collateral Account") maintained by Borrowers with the
Administrative Agent and are to be held in the Cash
Collateral Account for the benefit of the Lenders as cash
collateral for the Borrowers' joint and several reimbursement
obligations and the other Obligations.
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1.5 Amendments to Subsection 3.1(b). Section 3.1(b) of the
Existing Credit Agreement is hereby amended by amending and restating clause
(v) thereof to read in its entirety as follows:
(v) at any time there shall be no more than
ten Tranches of LIBOR Rate Loans (excluding European
Swingline Loans made as LIBOR Rate Loans) under the
Revolving Facility, no more than five of which Tranches
may be Foreign Currency Loans (excluding European
Swingline Loans made as LIBOR Rate Loans); for purposes
of this provision, a "Tranch" of Loan shall refer to
Loans with Interest Periods beginning and ending on the
same date;
1.6 Amendments to Subsection 8.1. Section 8.1 of the Existing
Credit Agreement is hereby amended and restated to read in its entirety as
follows:
SECTION 8.1 Capitalization Ratio. At any date
on or prior to December 31, 1998, permit the ratio of
Consolidated Total Indebtedness to Total Capitalization
to be more than 0.60 to 1.00, and at any date after
December 31, 1998, permit the ratio of Consolidated Total
Indebtedness to Total Capitalization to be more than 0.50
to 1.00.
1.7 Amendments to Subsection 9.1. Section 9.1 of the Existing
Credit Agreement is hereby amended by adding and restating clause (h) thereof
to read in its entirety as follows:
(h) Debt constituting seller financing incurred in
connection with a purchase or acquisition permitted
by Section 9.4(g), and unsecured Debt for borrowed
money of any Foreign Borrower so long as the proceeds
of which are used solely for working capital and general
corporate purposes by such Foreign Borrower, provided
that the aggregate principal amount of all such Debt
referred to above in this clause (h) outstanding at
any time does not to exceed the Assigned Dollar Value
of $10,000,000;
1.8 Amendments to Subsection 9.4(g). Section 9.4(g) of the
Existing Credit Agreement is hereby amended as follows:
(a) clause (iii) of Section 9.4(g) is hereby amended and
restated in its entirety as follows:
(iii) (A) on and prior to December
31, 1998, the aggregate consideration (including
any indebtedness assumed by AHL or any of its
Subsidiaries in connection
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with such acquisition) for the acquisition does not
equal or exceed $10,000,000, and (B) after December
31, 1998, the aggregate consideration (including any
indebtedness assumed by AHL or any of its
Subsidiaries in connection with such acquisition)
for the acquisition does not exceed $15,000,000,
(b) clause (iv) of Section 9.4(g) is hereby amended and
restated in its entirety as follows:
(iv) (A) the aggregate consideration
(including any indebtedness assumed by AHL or any of
its Subsidiaries in connection with such
acquisition) paid by AHL and its Subsidiaries for
all such acquisitions consummated during the period
commencing on July 1, 1998 through and including
December 31, 1998, together with aggregate
consideration (including any indebtedness assumed by
AHL or any of its Subsidiaries in connection with
such acquisition) for the acquisition, does not
exceed $20,000,000, and (B) the aggregate
consideration (including any indebtedness assumed by
AHL or any of its Subsidiaries in connection with
such acquisition) paid by AHL and its Subsidiaries
for all such acquisitions during any Fiscal Year
commencing with Borrowers' 1999 Fiscal Year (which
begins on January 1, 1999), together with aggregate
consideration (including any indebtedness assumed by
AHL or any of its Subsidiaries in connection with
such acquisition) for the acquisition, does not
exceed (I) $30,000,000 if, after giving effect to
any such acquisition on a pro forma basis, the ratio
of Consolidated Total Indebtedness of AHL and its
Subsidiaries as of the most recently ended fiscal
quarter to Consolidated Pro Forma EBITDA of AHL and
its Subsidiaries for the period of four (4)
consecutive fiscal quarters ending on or immediately
prior to such fiscal quarter end is equal to or
greater than 2.00 to 1.00, and (II) $50,000,000 if,
after giving effect to any such acquisition on a pro
forma basis, the ratio of Consolidated Total
Indebtedness of AHL and its Subsidiaries as of the
most recently ended fiscal quarter to Consolidated
Pro Forma EBITDA of AHL and its Subsidiaries for the
period of four (4) consecutive fiscal quarters
ending on or immediately prior to such fiscal
quarter end is less than 2.00 to 1.00,
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1.9 Amendments to Disclosure Schedules. Schedule 1.1 to the Existing
Credit Agreement is hereby amended and restated in its entirety as set forth on
Exhibit A attached hereto and made a part hereof.
SECTION 2. REPRESENTATIONS AND WARRANTIES
Each Borrower hereby represents and warrants to the Lenders as
follows:
2.1 Authorization of Amendment, Etc. The Borrower has the right and
power, and has taken all necessary action to authorize it, to execute, deliver
and perform this Agreement in accordance with its terms. This Agreement has
been duly executed and delivered by the Borrower and is a legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms.
2.2 Compliance of Amendment with Laws, Etc. The execution, delivery
and performance of this Agreement in accordance with its terms do not and will
not, by the passage of time, the giving of notice or otherwise,
(a) require any governmental approval or violate any
applicable law relating to the Borrower;
(b) conflict with, result in a breach of or constitute a
default under the articles or certificate of incorporation or bylaws
of the Borrower, any material provisions of any indenture, agreement
or other instrument to which the Borrower is a party or by which the
Borrower or any of its properties may be bound or any governmental
approval relating to the Borrower, or
(c) result in or require the creation or imposition of any
Lien upon or with respect to any property now owned or hereafter
acquired by the Borrower.
2.3 Representations in Credit Agreement. Immediately prior to the
effectiveness of this Agreement, all of the representations set forth in the
Existing Credit Agreement were accurate in all material respects as of the date
hereof. After giving effect to this Agreement, all of the representations and
warranties set forth in the Amended Credit Agreement, will be accurate in all
material respects as of the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties shall have been true and correct on
and as of such date.
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SECTION 3. CONDITIONS TO EFFECTIVENESS
The effectiveness of this Agreement and each of the amendments set
forth in Section 1 hereof is subject to the satisfaction in full of each of the
following conditions precedent:
3.1 Executed Loan Documents. This Agreement shall have been duly
authorized and executed by the parties thereto in form and substance
satisfactory to the Administrative Agent, shall be in full force and effect and
no default shall exist thereunder, and the Borrowers and Lenders party thereto
shall have delivered original counterparts thereof to the Administrative Agent.
3.2 Delivery of New Notes. The Borrowers shall have duly executed
and delivered (a) new Revolving Notes, each dated the date hereof, to each of
the Lenders, and (b) a new Swingline Note and European Swingline Note, each
dated the date hereof, to First Union, in form and substance satisfactory to
each of the Lenders.
SECTION 4. MISCELLANEOUS
4.1 Counterparts. This Agreement may be executed by each party to
this Agreement upon a separate copy, and in such case one counterpart of this
Agreement shall consist of enough of such copies to reflect the signature of
all of the parties to this Agreement. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, and it shall not
be necessary in making proof of this Agreement or its terms to produce or
account for more than one of such counterparts.
4.2 Section References. The references in this Agreement to any
section are, unless otherwise specified, to such section of this Agreement.
4.3 Construction. This Agreement is a Loan Document executed
pursuant to the Existing Credit Agreement and shall be construed, administered
and applied in accordance with all of the terms and provisions of the Existing
Credit Agreement.
4.4 Governing Law. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Georgia, without
reference to the conflicts or choice of law principles thereof.
4.5 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
[Signatures appear on following pages]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers hereunder duly authorized as of the
day and year first written above.
AHL SERVICES, INC.
("BORROWER")
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Title: Vice President, Chief Financial Officer
---------------------------------------
[CORPORATE SEAL]
XXXXXXXXXXX SECURITY, INC.
("BORROWER")
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Title: Vice President, Chief Financial Officer
---------------------------------------
[CORPORATE SEAL]
XXXXXXXXXXX, INC.
("BORROWER")
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Title: Vice President, Chief Financial Officer
---------------------------------------
[CORPORATE SEAL]
ADI U.K. LIMITED
("BORROWER")
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Title: Director
---------------------------------------
[CORPORATE SEAL]
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AVIATION DEFENCE INTERNATIONAL
GERMANY LIMITED
("BORROWER")
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Title: Director
--------------------------------
[CORPORATE SEAL]
XXXXXXXXXXX HOLDINGS LIMITED
("BORROWER")
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Title: Vice President, Chief Financial
--------------------------------
Officer
--------------------------------
[CORPORATE SEAL]
THE ADI GROUP LIMITED
("BORROWER")
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Title: Director
--------------------------------
[CORPORATE SEAL]
FIRST UNION NATIONAL BANK, as
Administrative Agent and Lender
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Title: Vice President
--------------------------------
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FIRST UNION NATIONAL BANK,
LONDON BRANCH, as European Swingline Lender
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------
Title: AVP Corporate Banking
-------------------------------------
BANK OF AMERICA, FSB, as Lender
By: /s/ Xxxxxx X. Xxxxxx, Xx.
----------------------------------------
Title: Vice President
-------------------------------------
WACHOVIA BANK, N.A., as Lender
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Title: Vice President
-------------------------------------
SUNTRUST BANK, ATLANTA, as Lender
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Title: Vice President
-------------------------------------
By: /s/ R. Xxxxxxx Xxxxxx
----------------------------------------
Title: Vice President
-------------------------------------
NATIONSBANK, N.A., as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Title: Senior Vice President
-------------------------------------
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XXXX XX XXXXXXX NATIONAL TRUST
AND SAVINGS ASSOCIATION, LONDON
BRANCH, as Lender for Revolving Loans made in
Alternative Currencies
By: /s/
-----------------------------------------
Title:
--------------------------------------
FLEET NATIONAL BANK, as Lender
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Title: Vice President
--------------------------------------
Address: One Federal Street
MA OF DO 4J
Telecopier: 000-000-0000
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as Lender
By: /s/ Xxxxxxx Xxxxxxxxxx
-----------------------------------------
Title: Vice President
--------------------------------------
By: /s/ A. R. Xxxxxx
-----------------------------------------
Title: First Vice President
--------------------------------------
Address: 00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: 000-000-0000
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EXHIBIT A
SCHEDULE 1.1: LENDERS AND COMMITMENTS
Lenders Commitment Commitment
------- ---------- Percentage
(Dollars) ----------
-------------------------------------------------------------------
First Union National $ 35,000,000 23.333%
Bank and its Lender
Affiliates
-------------------------------------------------------------------
Wachovia Bank N.A. $ 25,000,000 16.667%
-------------------------------------------------------------------
SunTrust Bank, Atlanta $ 25,000,000 16.667%
-------------------------------------------------------------------
NationsBank, N.A. $ 20,000,000 13.333%
-------------------------------------------------------------------
Fleet National Bank $ 17,000,000 11.333%
-------------------------------------------------------------------
Dresdner Bank AG, $ 15,000,000 10.0000%
New York and Grand
Cayman Branches
-------------------------------------------------------------------
$ 13,000,000 8.667%
Bank of America, FSB
and its Lender
Affiliates
-------------------------------------------------------------------
TOTAL: $150,000,000 100%
-------------------------------------------------------------------
