FIRST AMENDMENT
FIRST
AMENDMENT
THIS
FIRST AMENDMENT (this “Amendment”) dated
as of May 17, 2005, to the Credit Agreement referenced below, is by and among
CACI INTERNATIONAL INC, a Delaware corporation (the “Borrower”), the
Subsidiaries of the Borrower identified as “Guarantors” on the signature pages
hereto and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and
L/C Issuer.
W I T N E
S S E T H
WHEREAS,
a $550 million credit facility has been extended to the Borrower pursuant to the
Credit Agreement (as amended, modified, supplemented and extended, the
“Credit
Agreement”) dated
as of May 3, 2004 among the Borrower, the Guarantors identified therein, the
Lenders identified therein and Bank of America, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer;
WHEREAS,
the Borrower desires to refinance and replace the Term Loan outstanding under
the Credit Agreement with a new class of term loan under the Credit Agreement in
an aggregate principal amount of $346,500,000, having identical terms with, and
having the same rights and obligations under the Loan Documents, as the Term
Loan, as set forth in the Loan Documents, except as such terms are amended
hereby;
WHEREAS,
the Borrower has requested that the Lenders amend the Credit Agreement (i) to
effect the changes described above and (ii) to make other amendments as
described below;
WHEREAS,
the requisite Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Credit Agreement in certain respects as set
forth below and have authorized and directed the Administrative Agent to enter
into this Amendment on their behalf; and
WHEREAS,
the Administrative Agent has entered into this Amendment on behalf of itself and
the Lenders.
NOW,
THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Defined
Terms.
Capitalized terms used herein but not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.
2.
Amendments. The
Credit Agreement is amended in the following respects:
(a)
In
Section 1.01 the following definitions are amended in their entirety or added to
read as follows:
“Additional
Term B-2 Commitment” means,
as to each Term B-2 Lender, the commitment of such Lender to make Additional
Term B-2 Loans on the Term B-2 Facility Effective Date in an amount in Dollars
set forth next to the name of such Lender on Schedule
2.01 under
the caption “Additional Term B-2 Commitment”. A Term B-1 Lender may hold an
Additional Term B-2 Commitment.
“Additional
Term B-2 Loan” means
the term loan made pursuant to Section
2.01(a)(ii) of this
Agreement on the Term B-2 Facility Effective Date.
"Swing
Line Sublimit" means
an amount equal to the lesser of (a) $40 million and (b) the Aggregate Revolving
Commitments. The Swing Line Sublimit is part of, and not in addition to, the
Aggregate Revolving Commitments.
“Term
B-1 Lender” means
each Lender with a Term B-1 Loan immediately prior to the Term B-2 Facility
Effective Date.
“Term
B-1 Loan” means a
term loan outstanding under the Credit Agreement immediately prior to the Term
B-2 Facility Effective Date.
“Term
B-2 Loan Commitment” means
(i) as to
each Term B-1 Lender, the commitment of such Lender to exchange its Term B-1
Loan for a like principal amount in Dollars of a Term B-2 Loan on the Term B-2
Facility Effective Date in an amount in Dollars set forth next to the name of
such Lender on Schedule
2.01 under
the caption “Term B-2 Commitment” and (ii) as to
each Term B-2 Lender, the Additional Term B-2 Loan Commitment of such
Lender.
“Term
B-2 Facility Effective Date” means
May 18, 2005.
“Term
B-2 Loan” means a
term loan in Dollars made pursuant to Section
2.01(a)(ii) or
deemed made pursuant to Section
2.01(a)(i).
(b)
The
definitions of “Term Lender”, “Term Loan” and “Term Loan Commitment” are
deleted.
(c)
Each
reference in the Credit Agreement to “Term Lender”, “Term Loan”, “Term Loan
Commitment” or “Term Note” is amended to read “Term B-2 Lender”, “Term B-2
Loan”, “Term B-2 Loan Commitment” and “Term B-2 Note”,
respectively.
(d)
In the
definition of “Applicable Rate” in Section
1.01, the
pricing grid is amended to read as follows:
|
Pricing
Tier |
Consolidated
Leverage
Ratio |
Commitment
Fee |
Letters
of Credit |
Eurodollar
Rate Loans |
Base
Rate Loans | ||
|
Revolving
Loans |
Term
B-2
Loan |
Revolving
Loans |
Term
B-2 Loan | ||||
|
I |
>
3.0:1.0 |
0.500% |
2.00% |
2.00% |
1.50% |
0.50% |
0.00% |
|
II |
>
2.5:1.0 but <3.0:1.0 |
0.375% |
1.75% |
1.75% |
1.50% |
0.25% |
0.00% |
|
III |
>
2.0:1.0 but <2.5:1.0 |
0.375% |
1.50% |
1.50% |
1.50% |
0.00% |
0.00% |
|
IV |
>
1.5:1.0 but <2.0:1.0 |
0.300% |
1.25% |
1.25% |
1.50% |
0.00% |
0.00% |
|
V |
<
1.5:1.0 |
0.300% |
1.00% |
1.00% |
1.50% |
0.00% |
0.00% |
(e)
In
Section 2.01(a)(ii), the reference to “FIFTY MILLION DOLLARS ($50,000,000)” is
amended to read “ONE HUNDRED MILLION DOLLARS ($100,000,000)”.
(f)
Section
2.01(b) is amended to read in full as follows:
(i)
Exchange. Subject
to the terms and conditions hereof, each Term B-1 Lender with a Term B-2
Commitment severally agrees to exchange its Term B-1 Loans for a like principal
amount in Dollars of Term B-2 Loans on the Term B-2 Facility Effective Date, and
from and after the Term B-2 Facility Effective Date such Term B-1 Loan shall be
deemed refinanced in full and such Term B-2 Loans shall be deemed made
hereunder.
(ii)
Additional
Term B-2 Loans. Subject
to the terms and conditions set forth herein, each Term B-2 Lender with an
Additional Term B-2 Commitment severally agrees to make its portion of a term
loan to the Borrower in Dollars in a single advance on the Term B-2 Facility
Effective Date in an amount equal to such Lender’s Additional Term B-2
Commitment.
(iii)
Application
of Proceeds of Term B-2 Loans. The
Borrower shall refinance all Term B-1 Loans of Term B-1 Lenders that do not have
a Term B-2 Commitment on the Term B-2 Facility Effective Date with the gross
proceeds of the Additional Term B-2 Loans. The Borrower hereby irrevocably
authorizes and directs the Administrative Agent to apply the proceeds of the
Additional Term B-2 Loans to refinance and replace the Term B-1 Loans of Term
B-1 Lenders that do not have a Term B-2 Commitment on the Term B-2 Facility
Effective Date.
(iv)
Accrued
Interest. On the
Term B-2 Facility Effective Date the Borrower shall pay all accrued and unpaid
interest on the Term B-1 Loan to the Term B-1 Lenders; provided,
however, it is
understood that the existing Interest Periods of the Term B-1 Loans prior to the
Term B-2 Facility Effective Date shall continue on and after the Term B-2
Facility Effective Date and shall accrue interest at the Applicable Margin in
effect on and after the Term B-2 Facility Effective Date.
(v)
General. Amounts
repaid on the Term B-2 Loan may not be reborrowed. The Term B-2 Loan may consist
of Base Rate Loans or Eurodollar Rate Loans, as further provided
herein.
(g)
Section
7.16 is amended to read as follows:
By June
1, 2005, the
Borrower shall have entered into interest rate protection agreements protecting
against fluctuations in interest rates as to which the material terms are
reasonably satisfactory to the Administrative Agent, which agreements shall
provide coverage in an amount equal to at least fifty percent (50%) of the
outstanding principal amount of the Term B-2 Loan and for a duration reasonably
satisfactory to the Administrative Agent.
(h)
Schedule
2.01 to the
Credit Agreement is amended and replaced in its entirety with Schedule
2.01 attached
hereto.
(i)
Exhibit
2.11(c) is
amended and replaced in its entirety with Exhibit
2.11(c) attached
hereto.
3.
No
Novation. As set
forth in Section 2.01(b)(ii) of Credit Agreement as amended by this Amendment,
each Term Lender with a Term B-2 Loan Commitment shall be deemed, upon the Term
B-2 Facility Effective Date, to have exchanged its Term B-1 Loan Commitment and
Term B-1 Loan for a Term B-2 Commitment and Term B-2 Loan in the same aggregate
principal amount as such Lender’s outstanding Term B-1 Loan as in effect
immediately prior to the Term B-2 Facility Effective Date. Notwithstanding
anything in this Amendment or anything else to the contrary, the Term B-2
Commitment and Term B-2 Loan amend and restate in their entirety, and are not in
payment or satisfaction of, the Term B-1 Loan Commitment and the Term B-1 Loan
and there is no novation of the Term B-1 Loan Commitment or the Term B-1
Loan.
4.
Conditions
Precedent. This
Amendment shall be effective as of the date set forth above upon satisfaction of
each of the following conditions precedent:
(a)
receipt
by the Administrative Agent of counterparts of this Amendment executed by the
Loan Parties and the Administrative Agent;
(b)
receipt
by the Administrative Agent of counterparts of a consent substantially in the
form of Exhibit
1 hereto
from (i) the
Required Lenders and (ii) each
Term B-1 Lender, or in lieu of one or more Term B-1 Lenders, one or more Term
B-2 Lenders providing Additional Term B-2 Commitments in an amount sufficient to
refinance all of the principal of the Term B-1 Loans owed to such non-consenting
Term B-1 Lenders;
(c)
receipt
by the Administrative Agent of a Term B-2 Note for each Term B-2 Lender that has
requested a Term B-2 Note, each dated as of the Term B-2 Facility Effective Date
and executed by the Borrower;
(d)
receipt
by the Administrative Agent of a
legal opinion
of counsel
for the Loan Parties addressed to the Administrative Agent and the Lenders,
dated as of the Term B-2 Facility Effective Date and otherwise in form and
substance reasonably satisfactory to the Administrative Agent; and
(e)
receipt
by the Administrative Agent of (i)
resolutions of the board of directors (or its equivalent) of each Loan Party
approving the Loan Documents and authorizing the execution, delivery and
performance thereof, in each case certified by a secretary or assistance
secretary of such Loan Party to be
true and correct as of the Term B-2 Facility Effective Date and (ii) an
incumbency certificate of a secretary or assistance secretary of each Loan Party
dated as of the Term B-2 Facility Effective Date evidencing
the identity and capacity of each officer of such Loan Party authorized to
execute this Amendment on behalf of such Loan Party.
5.
No
Other Changes. Except
as expressly modified hereby, all of the terms and provisions of the Loan
Documents shall remain in full force and effect.
6.
Amendment
is a “Loan Document”; Reaffirmation of Representations and
Warranties. This
Amendment is a “Loan Document”. Each Loan Party represents and warrants that,
after giving effect to this Amendment, each representation and warranty set
forth in the Loan Documents is true and correct in all material respects as of
the date hereof (except those that expressly relate to an earlier
period).
7.
Reaffirmation
of Security Interests. Each
Loan Party (i) affirms that each of the Liens granted in or pursuant to the Loan
Documents are valid and subsisting and (ii) agrees that this Amendment shall in
no manner impair or otherwise adversely effect any of the Liens granted in or
pursuant to the Loan Documents.
8.
Reaffirmation
of Guaranty.
Each of
the Guarantors (i) acknowledges and consents to all of the terms and conditions
of this Amendment, (ii) affirms all of its obligations under the Loan Documents
and (iii) agrees that this Amendment and all documents executed in connection
herewith do not operate to reduce or discharge such Guarantor’s obligations
under the Credit Agreement or the other Loan Documents.
9.
Counterparts;
Facsimile Delivery. This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original and it shall not be necessary
in making proof of this Amendment to produce or account for more than one such
counterpart. Delivery
of an executed counterpart of this Amendment
by
facsimile shall be effective as an original and shall constitute a
representation that an original shall be delivered.
10.
Governing
Law. This
Amendment shall be deemed to be a contract made under, and for all purposes
shall be construed in accordance with, the laws of the State of New
York.
[SIGNATURE
PAGES FOLLOW]
CHAR1\820409v4
IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
First Amendment to be duly executed and delivered as of the date first above
written.
BORROWER: CACI
INTERNATIONAL INC, a Delaware corporation
By:
Name: Xxxxxxx
X. Xxxxxxxx
Title: Executive
Vice President and Chief Financial Officer
GUARANTORS:
CACI
PRODUCTS COMPANY, a Delaware corporation
CACI
PRODUCTS COMPANY CALIFORNIA, a California corporation
CACI,
INC. - FEDERAL, a Delaware corporation
CACI,
INC. - COMMERCIAL, a
Delaware corporation
AUTOMATED
SCIENCES GROUP, INC., a
Delaware corporation
CACI
TECHNOLOGIES, INC., a Virginia corporation
CACI
DYNAMIC SYSTEMS, INC., a
Virginia corporation
CACI
PREMIER TECHNOLOGY, INC., a
Delaware corporation
CACI MTL
SYSTEMS, INC., a
Delaware corporation
CACI
SYSTEMS, INC., a
Virginia corporation
SYSTEMS
INTEGRATION & RESEARCH, INC., a
Virginia corporation
CACI-CMS
INFORMATION SYSTEMS, INC., a
Virginia corporation
CACI
ENTERPRISE SOLUTIONS, INC., a Delaware corporation
X.X.
XXXXXXXXXX & CO., a
Virginia corporation
By:
Name: Xxxxxxx
X. Xxxxxxxx
Title: Executive
Vice President and Chief Financial Officer of each Guarantor
ADMINISTRATIVE
AGENT: BANK OF
AMERICA, N.A., as
Administrative Agent for and on behalf of the Lenders
By:
Name: Xxxxxxxx
X. Xxxxxxx
Title: Vice
President
