Exhibit 10.1
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment"),
dated as of March 18, 2005, is entered into by BWX Technologies, Inc. (the
"Borrower"), BWXT Services, Inc. and BWXT Federal Services, Inc. (the
"Guarantors"), the lenders from time to time party to the Credit Agreement
described below (the "Lenders"), and Calyon, New York Branch (formerly known as
Credit Lyonnais, New York Branch), as administrative agent for the Lenders (the
"Administrative Agent").
INTRODUCTION
WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative
Agent are parties to that certain Revolving Credit Agreement dated as of
December 9, 2003 (the "Credit Agreement"); and
WHEREAS, The Borrower, the Guarantors, the Lenders and the Administrative
Agent wish to, subject to the terms and conditions of this Amendment, amend
certain sections of the Credit Agreement, each as provided for in this
Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
representations and warranties contained herein, and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
Section 1. Definitions. Unless otherwise defined in this Amendment, each
term used in this Amendment that is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement.
Section 2. Amendments to Credit Agreement.
(a) Section 1.1 of the Credit Agreement is amended by inserting the
following definitions in alphabetical order:
"Acquired Debt" means, with respect to any specified Person, (a)
Debt of any other Person existing at the time such other Person merged with
or into or became a Subsidiary of such specified Person, including Debt
incurred by such other Person in connection with, or in contemplation of,
such other Person merging with or into or becoming a Subsidiary of such
specified Person and (b) Debt encumbering any asset acquired by such
specified Person.
"Exchange Rate" means, with respect to any calculation of the
Foreign Currency Equivalent with respect to a currency other than Dollars
on any date, the rate at which Dollars may be exchanged into such currency,
as set forth on such date on the relevant FWDS Series Reuters currency page
at or about 12:00 p.m. New York time on such date. In the event that such
rate does not appear on any such Reuters page, the "Exchange Rate" with
respect to such currency shall be determined by reference to such other
publicly available service for displaying exchange rates as may be agreed
upon by the Administrative Agent and the Borrower or, in the absence of
such agreement, such "Exchange Rate" shall instead be the Administrative
Agent's spot rate of exchange in the interbank market where its currency
exchange operations in respect of such currency are then being conducted,
at or about 10:00 a.m. local time at such date for the purchase of such
currency with Dollars, provided that if at the time of any such
determination no such spot rate can reasonably be quoted, the
Administrative Agent may use any reasonable method (including obtaining
quotes from three or more market makers for such currency) as it deems
appropriate to determine such rate and such determination shall be
conclusive absent manifest error (without prejudice to the determination of
the reasonableness of such method).
"Foreign Currency Equivalent" means with respect to an amount of
foreign currency on any date, the amount of Dollars that would be required
to purchase such amount of such foreign currency using the applicable
Exchange Rate.
(b) The definition of "Consolidated EBITDA" in Section 1.1 of the
Credit Agreement is amended by inserting "plus (e) any non-cash allocation of
qualified pension plan expense by XxXxxxxxx for such period" immediately after
"(other than sales of inventory in the ordinary course of business of the
Borrower or such Subsidiary)".
(c) The definition of "Leverage Ratio" in Section 1.1 of the Credit
Agreement is amended by inserting "; provided that, for the purpose of
calculating the Leverage Ratio only, for a period of calculation during which
the Borrower or any of its Subsidiaries makes any Acquisition, Consolidated
EBITDA shall be calculated on a pro forma basis assuming that such Acquisition
was made on the first day of the determination period, which adjustments shall
be made in accordance with the guidelines for pro forma presentations set forth
by the SEC" at the end of such Section.
(d) The definition of "Maturity Date" in Section 1.1 of the Credit
Agreement is amended by replacing "December 9, 2006" with "March 18, 2010".
(e) Section 2.1(b) of the Credit Agreement is amended by replacing
"At any time on or before the six-month anniversary of the Closing Date" with
"At any time on or before the Maturity Date".
(f) Section 2.3(a) of the Credit Agreement is amended by replacing
".50%" with ".375%".
(g) Section 6.2(f) of the Credit Agreement is amended by replacing
"$2,000,000" with "$7,500,000".
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(h) Section 6.2 of the Credit Agreement is amended by deleting
subsections (g) and (h) in their entirety and inserting the following
immediately after subsection (f):
(g) other unsecured Debt of the Borrower or any of its Subsidiaries
in an aggregate amount not to exceed $20,000,000 (or, if applicable, the
Foreign Currency Equivalent thereof, measured for any such Debt using the
Exchange Rate in effect at the time such Debt is incurred) at any time
outstanding; provided that, no additional such Debt shall be incurred if an
Event of Default exists or if immediately after giving effect to such
incurrence, a Default would exist;
(h) Acquired Debt of the Borrower or any of its Subsidiaries;
provided that (i) no additional Acquired Debt shall be incurred if an Event
of Default exists or if immediately after giving effect to such incurrence,
a Default would exist and (ii) the Dollar amount of such Acquired Debt (or,
if applicable, the Foreign Currency Equivalent thereof, measured for any
such Acquired Debt using the Exchange Rate in effect at the time such
Acquired Debt is incurred by the Borrower or any of its Subsidiaries) must
be less than or equal to pro forma Consolidated EBITDA for the four fiscal
quarters immediately preceding the Acquisition calculated assuming that
such Acquisition occurred on the first day of the determination period,
which adjustments shall be made in accordance with the guidelines for pro
forma presentations set forth by the SEC.
(i) any extension, renewal, refinancing, refunding or replacement
(or successive extensions, renewals, refinancings, refundings or
replacements), in whole or in part, of any Debt referred to in clauses (a)
through (h) of this Section 6.2; provided that, the principal amount of
such Debt is not thereby increased (other than by the reasonable fees,
expenses and any premium incurred in connection with the extension,
renewal, refinancing, refunding or replacement).
(i) Section 6.3(c)(iv) of the Credit Agreement is amended by
replacing "$10,000,000" with "$20,000,000 (or, if applicable, the Foreign
Currency Equivalent thereof, measured for any Asset Sale using the Exchange Rate
in effect at the time of such Asset Sale)".
(j) Section 6.17 of the Credit Agreement is amended by replacing
"$25,000,000" with "$75,000,000 (or, if applicable, the Foreign Currency
Equivalent thereof, measured for any Acquisition using the Exchange Rate in
effect at the time of such Acquisition)".
(k) Exhibit C to the Credit Agreement is replaced in its entirety
with "Exhibit C" attached hereto and made a part hereof.
Section 3. Effectiveness. The Credit Agreement shall be amended as provided
in this Amendment as of the first date written above upon the occurrence of the
following conditions precedent:
(a) the parties hereto shall have duly and validly executed
originals of this Amendment and delivered them to the Administrative Agent;
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(b) Borrower shall have paid to the Administrative Agent the fees
described in the Fee Letter dated February 24, 2005 from Administrative Agent to
Borrower and any other fees payable to the Lenders;
(c) Borrower shall have reimbursed the Administrative Agent for all
reasonable fees and expenses incurred by the Administrative Agent in connection
with the preparation of this Amendment and any other invoiced fees or past due
amounts; and
(d) Administrative Agent and the Lenders shall have received a
favorable opinion dated as of March 18, 2005 from each of the Borrower and Xxxxx
Xxxxx L.L.P., counsel to the Credit Parties, each in form and substance
reasonably satisfactory to the Administrative Agent.
Section 4. Representations and Warranties. Each Credit Party jointly and
severally represents and warrants as follows:
(a) the execution, delivery, and performance of this Amendment are
within the corporate power and authority of the Credit Parties and have been
duly authorized by appropriate proceedings;
(b) this Amendment constitutes legal, valid, and binding obligations
of the Credit Parties enforceable in accordance with its terms, except as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting the rights of creditors generally and general principles
of equity;
(c) the representations and warranties of the Credit Parties
contained in the Credit Agreement and the other Credit Documents are true and
correct in all material respects on and as of the date hereof as though made on
and as of the date hereof, except to the extent such representations and
warranties relate solely to an earlier date; and
(d) after giving effect to this Amendment, no event has occurred and
is continuing which constitutes an Event of Default or that with the passage of
time would constitute an Event of Default.
Section 5. Ratification. Except to the extent modified by this Amendment,
the Credit Agreement and all other Credit Documents executed in connection
therewith to which the Borrower or any other Credit Party is a party shall
remain in full force and effect, and all rights and powers created thereby or
thereunder are in all respects ratified and confirmed. The Borrower and the
Credit Parties agree that all obligations of the Borrower and each other Credit
Party under the Credit Agreement as modified by this Amendment and all other
Credit Documents to which the Borrower or any other Credit Party is a party are
hereby reaffirmed and renewed.
Section 6. Reaffirmation of Commitments. Each Lender shall continue to have
the Commitment set opposite such Lender's name on the signature pages of this
Amendment.
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Section 7. Governing Law. This Amendment shall be governed by and
interpreted in accordance with the laws of the State of New York.
Section 8. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile shall be
effective as delivery of an original executed counterpart of this Amendment.
[Signature pages follow]
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Executed as of the date first written above.
BORROWER:
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BWX TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President, Finance and Treasurer
GUARANTORS:
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BWXT SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Treasurer
BWXT FEDERAL SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Xxxxx X. Xxxxxx
Treasurer
Commitment: $30,000,000 CALYON, NEW YORK BRANCH (formerly known
as Credit Lyonnais, New York Branch), as
Administrative Agent and as a Lender
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
Commitment: $30,000,000 THE BANK OF NOVA SCOTIA, as a Lender
By:
-------------------------------------
Name:
Title:
Commitment: $20,000,000 XXXXX FARGO BANK, N.A., as a Lender
By:
-------------------------------------
Name:
Title:
Commitment: $20,000,000 ALLIED IRISH BANKS, PLC, as a Lender
By:
-------------------------------------
Name:
Title:
Commitment: $20,000,000 COMPASS BANK, as a Lender
By:
-------------------------------------
Name:
Title:
Commitment: $15,000,000 AMEGY BANK N.A. (formerly known as
Southwest Bank of Texas, N.A.), as a
Lender
By:
-------------------------------------
Name:
Title:
EXHIBIT C
FORM OF COMPLIANCE CERTIFICATE
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FOR THE PERIOD FROM _____, 200_ TO _____, 200_
This certificate dated as of ______________, _______ is prepared pursuant
to the Revolving Credit Agreement dated as of December 9, 2003, as amended by
the First Amendment to Revolving Credit Agreement dated as of March 18, 2005 (as
further amended, supplemented or otherwise modified from time to time, the
"Credit Agreement") among BWX Technologies, Inc., a Delaware corporation
("Borrower"), certain subsidiaries of the Borrower that are party thereto as a
guarantor from time to time ("Guarantors"), the lenders party thereto from time
to time (the "Lenders"), and Calyon, New York Branch (formerly known as Credit
Lyonnais, New York Branch), as administrative agent for such Lenders (in such
capacity, the "Administrative Agent"). Unless otherwise defined in this
certificate, capitalized terms that are defined in the Credit Agreement shall
have the meanings assigned to them by the Credit Agreement.
The undersigned, a Responsible Officer of the Borrower, hereby certifies
(a) that no Default or Event of Default has occurred or is continuing, (b) that
all of the representations and warranties made by the Borrower in the Credit
Agreement and the other Credit Documents are true and correct in all material
respects as if made on this date (other than any such representations or
warranties that, by their terms refer to a specific date other than the date
hereof, in which case as of such specific date), and (c) that as of the last day
of the fiscal quarter immediately preceding the date hereof, the following
amounts and calculations were true and correct:
I. Section 6.14 Leverage Ratio.(1)
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(a) Consolidated Debt $________________
(b) Consolidated Net Income $________________
(c) Consolidated Interest Expense $________________
(d) charges against income for foreign,
federal, state and local taxes $________________
(e) depreciation and amortization expense $________________
(f) extraordinary gains $________________
(g) gains realized upon the sale or other
disposition of any assets of the Borrower
or any of its Subsidiaries (other than inventory
sold in the ordinary course of business) $________________
___________________
1 Consolidated EBITDA and its components to be calculated for the four
fiscal quarter period ended immediately prior to the date hereof.
(h) non-cash allocation of qualified pension
plan expense by XxXxxxxxx $________________
(i) cash distributions received from Joint Ventures $________________
(j) portion of Consolidated Net Income
attributable to net income of Joint Ventures $________________
(k) Joint Venture adjustment = (i) - (j) $________________(2)
(l) Consolidated EBITDA =
(b) + (c)(3) + (d)(4) + (e)(5) - (f) - (g) + (h) + (k)
$________________
Leverage Ratio = (a) divided by (l) ______to 1.00___
Maximum Leverage Ratio 2.00 to 1.00
Compliance Yes No
II. Section 6.15 Fixed Charge Coverage Ratio.(6)
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(a) Consolidated EBITDA = $________________
determined in accordance
with clause I(l)above)
(b) principal payments in respect $________________
of any Consolidated Funded Debt(7)
(c) Consolidated Interest Expense $________________
(d) capital expenditures $________________
___________________
2 Could be a negative number.
3 To the extent deducted in determining Consolidated Net Income.
4 To the extent deducted in determining Consolidated Net Income.
5 To the extent deducted in determining Consolidated Net Income.
6 Calculated for the four fiscal quarters then ended.
7 Other than (w) principal payments made to MII on the Closing Date in
respect of the retirement of the MII Subordinated Loan, (x) principal payments
made on the Closing Date under the Existing Credit Agreement, (y) principal
payments made on the closing date of the Existing Credit Agreement to repay
amounts owed by the Borrower under its credit facility that was refinanced by
the Existing Credit Agreement, and (z) principal payments made under the Credit
Agreement.
(e) Restricted Payments made to BWICO $________________
(f) Restricted Payments made to any Person
in respect of any Preferred Interests $________________
(g) Investments made in BWICO pursuant
to Section 6.4(d) of the Credit Agreement
net of any cash payments received by
the Borrower from BWICO $________________
(h) cash taxes allocated to the Borrower $________________
Fixed Charge Coverage Ratio =
(a) divided by ((b) + (c) + (d) + (e) + (f) + (g) + (h))
______to 1.00____
Minimum Fixed Charge Coverage Ratio 1.10 to 1.00
Compliance Yes No
III. Section 6.16 Debt to Capitalization Ratio.(8)
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(a) Consolidated Funded Debt $________________
(b) Consolidated Net Worth $________________
Debt to Capitalization Ratio =
(a) divided by ((a) + (b)) ______to 1.00____
Maximum Debt to Capitalization Ratio .40 to 1.00
Compliance Yes No
IN WITNESS THEREOF, I have hereto signed my name to this Compliance
Certificate as of ___________, _______.
By:
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Name:
-----------------------------------
Title:
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___________________
8 Calculated for the four fiscal quarters then ended.
