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.
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"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 McDermott 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".
2
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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
