Exhibit 10.6
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT ("Amendment") is made and
entered into effective as of April ___, 2002, by and between OAO TECHNOLOGY
SOLUTIONS, INC., a Delaware corporation (the "Company"), O.A.O. SYSTEMS, INC.,
an Illinois corporation ("OAO Systems"), OAO SERVICES, INC., a District of
Columbia corporation ("OAO Services"), OAO CANADA LIMITED, a company organized
under the law of New Brunswick, Canada ("OAO Canada"), CANADIAN RESOURCE
MANAGEMENT, LTD., a company organized under the laws of British Columbia, Canada
("Canadian Resource Management"), CANADIAN NETWORK RESOURCES, LTD., a company
organized under the laws of New Brunswick, Canada ("Canadian Network
Resources"), ENTERPRISE TECHNOLOGY GROUP, INC., a Delaware corporation
("Enterprise Technology"), OAO HEALTHCARE SOLUTIONS, INC., a California
corporation ("OAO Healthcare Solutions"), OAO/ICOR UK LTD., a United Kingdom
corporation ("OAO/ICOR UK") and OAO TRANSITION, LLC, a Delaware limited
liability company ("Transition LLC"), OAO HEALTH SERVICES PROCESSING, INC., a
Delaware corporation ("OAO Health Services"), OAO TECHNOLOGY SOLUTIONS EUROPE,
B.V., a Netherlands corporation ("OAO Europe-BV"), OAO TECHNOLOGY SOLUTIONS
ITALIA SRL., an Italian corporation ("OAO Italia") (the Company, OAO Systems,
OAO Services, OAO Canada, Canadian Resource Management, Canadian Network
Resources, Enterprise Technology, OAO Healthcare Solutions, OAO/ICOR UK,
Transition LLC, OAO Health Services, OAO Europe-BV and OAO Italia are each a
"Borrower" and together the "Borrowers"), each of the lending entities which is
a party hereto (as evidenced by the signature pages of this Agreement) or which
may from time to time become a party hereto as a lender or any successor or
assignee thereof (individually, a "Lender" and, collectively, the "Lenders"),
and BANK OF AMERICA, N.A., a national banking association, successor in interest
to NationsBank, N.A., as Administrative Agent for itself and the other Lenders
(in such capacity, together with its successors in such capacity, the
"Administrative Agent").
RECITALS:
A. Pursuant to that certain Credit Agreement dated as of June 30, 1999, by
and between the Borrowers and the Lenders, as amended by that certain First
Amendment to Credit Agreement dated August 29, 2001 (collectively, the "Credit
Agreement"), the Lenders agreed to make various credit facilities available to
the Borrowers.
B. The Borrowers have asked the Lender to amend the Credit Agreement to
revise certain definitions and restate certain financial covenants to better
facilitate their calculation and ongoing monitoring, and for certain other
purposes, and the Borrowers and the Administrative Agent and the Lenders have
agreed, subject to the terms and conditions of this Amendment, to so amend the
Credit Agreement.
AGREEMENTS:
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Terms Defined. Unless otherwise defined or stated in this Amendment,
each capitalized term used in this Amendment has the meaning given to such term
in the Credit Agreement (as amended by this Amendment).
2. Amendments. The Credit Agreement and the other Loan Documents are,
effective as of the date hereof, and subject to the satisfaction of the terms
and conditions set forth herein, hereby amended as follows:
(a) The following terms and definitions set forth in Section 1.1. of the
Credit Agreement are hereby amended and restated to read in their entirety as
follows:
"Consolidated Fixed Charges" means, as to the Company and its Consolidated
Subsidiaries and for any period, the sum of (a) Consolidated Interest Expense of
such Persons paid or payable in cash during such period,
plus (b) all scheduled payments (as such scheduled payments are reduced by
application of any prepayments) of principal with respect to the Loans and other
outstanding Debt during such period, plus (c) rent expense.
"EBITDA" means, as to the Company and its Consolidated Subsidiaries (and
all approved acquisitions) and for any period, without duplication, the sum of
the following for such Persons for such period determined on a consolidated
basis in accordance with GAAP: (a) net income, plus (b) interest expense, plus
(c) income taxes, plus (d) depreciation and amortization, less (e) interest
income. Such additions or subtractions from net income shall only be made to the
extent such items have been deducted or added, respectively, in determining net
income.
"Funded Debt" means, at any particular time, the aggregate amount of all
Debt of the Company and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP, consisting of (i) Debt for borrowed money (including,
without limitation, the Loans and any Subordinated Debt whether or not such
Subordinated Debt constitutes debt in accordance with GAAP), (ii) Debt
consisting of Capital Lease Obligations; and (iii) all Debt bearing interest.
(b) The following new terms are hereby added to Subsection 1.1 of the
Credit Agreement in appropriate alphabetical order:
"Adjusted EBITDA" means EBITDA plus (a) Approved FY01 Writeoffs, plus (b)
Approved Acquisition Adjustments, less (c) earn-out payments.
"Approved Acquisition Adjustments" means the EBITDA for the prior four
fiscal quarters from Lender approved acquisitions, which is not already included
in EBITDA, such that the adjustments take into effect EBITDA from acquired
companies as if each acquisition had been effective at the beginning of the
prior four quarters.
"Approved FY01 Writeoffs" means those certain non-cash expenses of the
Company for the second and fourth quarters of fiscal year 2001 in the amounts of
$5,461,000 and $2,317,000, respectively.
"Available Cash Flow" means, for any period, the sum of (i) Adjusted
EBITDA plus rent expense less (ii) the sum of (a) cash taxes paid, (b) cash
capital expenditures, and (c) dividend distributions.
(c) Section 10.2 of the Credit Agreement is amended to read in its
entirely as follows:
Section 10.2 Fixed Charge Coverage (Available Cash Flow/Consolidated Fixed
Charges). Beginning with the four fiscal quarters ended March 31,2002, and
continuing on a rolling four quarter basis, the Company will not permit the
ratio of (a) Available Cash Flow at the end of any fiscal quarter for the period
of the four prior fiscal quarters to (b) Consolidated Fixed Charges for the four
fiscal quarter period ending on such date to be less than 1.20 to 1.00.
(d) Section 10.3 of the Credit Agreement is amended to read in its
entirely as follows:
Section 10.3 Operating Leverage (Funded Debt/Adjusted EBITDA). Beginning
with the fiscal quarter ended March 31, 2002, the Company will not permit the
ratio of (a) Funded Debt outstanding at the end of any of the fiscal quarter to
(b) Adjusted EBITDA at the end of such fiscal quarter for the period of the four
prior fiscal quarters, to exceed (i) through March 30, 2003, 2.75 to 1.00; (ii)
from March 31, 2003 and thereafter, 2.50 to 1.00.
3. Conditions Precedent. The effectiveness of this Amendment is subject to
the satisfaction of each of the following conditions precedent, all of which
conditions precedent must be satisfied on or before April 30, 2002:
(a) The Lender shall have received this Amendment as executed by the
parties hereto; and
(b) No Default or Event of Default shall have occurred and be
continuing.
4. Sale of Technical Interiors Division. The Lender hereby acknowledges
and approves of the Company's proposed sale of its Technical Interiors division
located in Atlanta, Georgia to Winsted Corp. for $200,000 plus certain earn out
payments, all as more particularly described in the agreement between the
parties.
5. Representations and Warranties. Each of the Borrowers hereby jointly
and severally represent and warrant to, and agrees with, the Lender that, as of
the date of and after giving effect to this Amendment, (a) the execution,
delivery and performance of this Amendment and any and all other Amendment
Documents executed and/or delivered in connection herewith have been authorized
by all requisite corporate action on the part of the Borrowers and will not
violate the Borrowers' corporate charters or bylaws; (b) all representations and
warranties set forth in the Credit Agreement and in the Security Documents are
true and correct as if made again on and as of such date (except if and to the
extent that such representations and warranties were expressly made only as of
another specific date); (c) no Default or Event of Default has occurred and is
continuing; and (d) there is not any action, suit, investigation or proceeding
pending or threatened in any court or before any arbitrator or governmental
authority that purports (i) to materially affect the Borrowers, or (b) to affect
the transactions contemplated by this Amendment or of the ability of the
Borrowers to perform under this Amendment and the other Loan Documents.
6. Governing Law. This Amendment and the rights and obligations of the
parties hereunder shall be deemed to have been made in the Commonwealth of
Virginia and shall be governed by, and construed in accordance with, the laws of
the Commonwealth of Virginia.
7. Counterparts. This Amendment may be executed in any number of
counterparts, all of which when taken together shall constitute one agreement,
and any of the parties hereto may execute this Amendment by signing any such
counterpart.
8. No Oral Agreements. THIS AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENT THE FINAL AGREEMENTS BETWEEN
AND AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN (A) THE BORROWERS AND (B) THE BANK.
9. Credit Agreement Remains in Effect; No Waiver. Except as expressly
provided herein, all terms and provisions of the Credit Agreement and the other
the Loan Documents shall remain unchanged and in full force and effect and are
hereby ratified and confirmed. No waiver by the Lender of any Default or Event
of Default shall be deemed to be a waiver of any other Default or Event of
Default. No delay or omission by the Lender in exercising any power, right or
remedy shall impair such power, right or remedy or be construed as a waiver
thereof or an acquiescence therein, and no single or partial exercise of any
such power, right or remedy shall preclude other or further exercise thereof or
the exercise of any other power, right or remedy under the Agreement, the Loan
Documents or otherwise.
10. Survival of Representations and Warranties. All representations and
warranties made in this Amendment or any other Loan Document shall survive the
execution and delivery of this Amendment and the other Loan Documents, and no
investigation by the Lender or any closing shall affect the representations and
warranties or the right of the Lender to rely upon such representations and
warranties.
11. Reference to Credit Agreement. This Amendment shall constitute a Loan
Document. Each of the Loan Documents, including the Credit Agreement, the
Amendment Documents and any and all other agreements, documents or instruments
now or hereafter executed and/or delivered pursuant to the terms hereof or
pursuant to the terms of the Credit Agreement as amended hereby, are (if and to
the extent necessary) hereby amended so that any reference in such Loan
Documents to the Credit Agreement shall mean a reference to the Credit Agreement
as amended hereby.
12. Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
13. Successors and Assigns. This Amendment is binding upon and shall inure
to the benefit of the Administrative Agent, the Lender, the Borrowers and the
other Loan Parties and their respective successors and
assigns; provided, however, that the Borrowers may not assign or transfer any of
its rights or obligations hereunder without the prior written consent of the
Lender.
14. Headings. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers effective as of the day
and year first above written.
"BORROWERS:"
OAO TECHNOLOGY SOLUTIONS, INC.
By: (SEAL)
------------------------------------------
Name: J. Xxxxxxx Xxx
Title: Vice President - Finance,
Chief Financial Officer
OAO SYSTEMS, INC.
By: (SEAL)
------------------------------------------
Name: J. Xxxxxxx Xxx
Title: Chief Financial Officer
OAO SERVICES, INC.
By: (SEAL)
------------------------------------------
Name: J. Xxxxxxx Xxx
Title: Chief Financial Officer
OAO CANADA, LTD.
By: (SEAL)
------------------------------------------
Name: J. Xxxxxxx Xxx
Title: Chief Financial Officer
CANADIAN NETWORK
RESOURCES, LTD.
By: (SEAL)
------------------------------------------
Name: J. Xxxxxxx Xxx
Title: Chief Financial Officer
CANADIAN RESOURCE
MANAGEMENT, LTD.
By: (SEAL)
------------------------------------------
Name: J. Xxxxxxx Xxx
Title: Chief Financial Officer
OAO/ICOR (UK), LTD.
By: (SEAL)
------------------------------------------
Name: J. Xxxxxxx Xxx
Title: Chief Financial Officer
OAO HEALTHCARE SOLUTIONS INC.
By: (SEAL)
------------------------------------------
Name: J. Xxxxxxx Xxx
Title: Chief Financial Officer
ENTERPRISE TECHNOLOGY
GROUP, INC.
By: (SEAL)
------------------------------------------
Name: J. Xxxxxxx Xxx
Title: Chief Financial Officer
OAO TRANSITION, LLC
By: (SEAL)
------------------------------------------
Name: J. Xxxxxxx Xxx
Title: Authorized Representative
OAO HEALTH SERVICES PROCESSING, INC.
By: (SEAL)
------------------------------------------
Name: J. Xxxxxxx Xxx
Title: Authorized Representative
OAO TECHNOLOGY SOLUTIONS EUROPE B.V.
By: (SEAL)
------------------------------------------
Name: J. Xxxxxxx Xxx
Title: Authorized Representative
OAO TECHNOLOGY SOLUTIONS ITALIA SRL.
By: (SEAL)
------------------------------------------
Name: J. Xxxxxxx Xxx
Title: Authorized Representative
Address for All Notices:
OAO Technology Solutions, Inc.
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: J. Xxxxxxx Xxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.,
A national banking association
as Administrative Agent
By: (SEAL)
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Address for Notices:
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
XxXxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
LENDERS:
BANK OF AMERICA, N.A.,
A national banking association
----------------------------------
By: (SEAL)
------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Address for Notices:
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
XxXxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
