Exhibit 4
AMENDMENT NO. 3 TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of August 17, 1998 to the Amended and Restated Credit
Agreement dated as of March 15, 1995 as amended and restated as of November 14,
1996, and as further amended by Amendment No. 1, dated as of November 7, 1997,
and Waiver and Amendment No. 2 dated January 29, 1998 (the "Credit Agreement")
among ALLIANT TECHSYSTEMS INC. (the "Borrower"), the LENDERS party thereto (the
"Lenders"), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Documentation Agent
(the "Documentation Agent") and THE CHASE MANHATTAN BANK as Administrative Agent
(the "Administrative Agent").
W I T N E S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to permit
the Borrower to make certain additional Restricted Payments and to revise
certain other provisions thereof;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment of Specified One-Time Amounts. The definition of
"Specified One-Time Amounts" in Section 1.01 of the Credit Agreement is amended
to read in full as follows:
"SPECIFIED ONE-TIME AMOUNTS" means, at any date or for any period, (i)
the sum of (A) $50,000,000 aggregate amount of Restricted Payments made or
declared after the Original Closing Date and on or prior to November 1,
1997 and (B) up to $60,000,000 aggregate amount of Restricted Payments made
or declared after November 1, 1997 pursuant to clause (ii)(C) of Section
5.15, in each case in this clause (i) solely pursuant to and in accordance
with this Agreement, (ii) the amount of restructuring charges by the
Borrower and its Consolidated Subsidiaries taken in the fiscal quarter
ending March 31, 1995 (but in no event greater than $38,000,000 in the
aggregate) with respect to employee severance costs, certain employee
benefit related liabilities and facilities consolidation, and (iii) the
aggregate amount of charges (not to exceed $20,000,000) attributable to
early extinguishment of up to $150,000,000 aggregate stated principal
amount of Subordinated Notes (including, without limitation, premium over
par value plus unamortized debt issuance costs).
SECTION 3. Amendment of Restricted Payments Covenant. Section 5.15 of the
Credit Agreement is amended to read in full as follows:
SECTION 5.15. Restricted Payments. Neither the Borrower nor any
Subsidiary will declare or make any Restricted Payment other than:
(i) any Restricted Payments required to be made by the Borrower
pursuant to the terms of employee benefit plans and stock options, in
each case as in effect on the Original Closing Date and as modified
thereafter, provided that the aggregate amount of Restricted Payments
permitted by this clause (i) shall not exceed $10,000,000; and
(ii) any Restricted Payments made or declared after the Effective
Date to the extent that immediately after giving effect thereto (x) no
Default shall have occurred and be continuing and (y) the aggregate
amounts of all such Restricted Payments made or declared pursuant to
this clause (ii) does not exceed (A) $10,841,000 (which is the unused
amount as of the Effective Date of the basket provided under Section
5.15(iii) of the Agreement as in effect immediately prior to the
Effective Date) plus (B) up to $150,000,000 aggregate amount of
Restricted Payments made or declared after November 1, 1997 of the
type referred to in clause (iii) of the definition of Restricted
Payment plus (C) up to $60,000,000 of Restricted Payments made or
declared after November 1, 1997 of the type referred to in clause (ii)
of the definition of Restricted Payment plus (D) the excess of 50% of
positive Consolidated Net Income for each fiscal quarter commencing
after March 31, 1997 and ending at the end of the most recent fiscal
quarter ended on or prior to the relevant date of determination hereof
over 100% of Consolidated Net Income for each such fiscal quarter for
which Consolidated Net Income is negative plus (E) 100% of the
aggregate net cash proceeds received by the Borrower from any Person
(other than a Subsidiary) as a capital contribution to the Borrower or
from the issue or sale (other than to a Subsidiary), after the
Effective Date of capital stock of the Borrower.
SECTION 4. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be continuing on such
date.
SECTION 5. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 7. Effectiveness. This Amendment shall become effective on the date
(the "Amendment Effective Date") when the Documentation Agent shall have
received from each of the Borrower and the Required Lenders a counterpart hereof
signed by such party or facsimile or other written confirmation (in form
satisfactory to the Documentation Agent) that such party has signed a
counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
ALLIANT TECHSYSTEMS INC.
By /s/ Scott S. Meyers
Title: Vice President & CFO
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ Robert Bottamedi
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ James B. Treger
Title: Vice President
NATIONSBANK, N.A.
By /s/ Valerie C. Mills
Title: Sr. Vice President
CREDIT LYONNAIS CHICAGO
BRANCH
By /s/ Mary Ann Klemm
Title: Vice President
BANK OF AMERICA NT & SA
By /s/ Theresa A. Fontaine
Title: Vice President
THE BANK OF NEW YORK
By /s/ Richard A. Raffetto
Title: Vice President
CITICORP USA, INC.
By /s/ W. L. Larson
Title: Attorney-in-Fact
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS
BRANCHES
By /s/ S. O'Connor
Title: Director
By /s/ Sheryl L. Paynter
Title: Associate
U.S. BANK NATIONAL ASSOCIATION
By /s/ Greg Wilson
Title: Commercial Banking Officer
MELLON BANK, N.A.
By /s/ Martin J. Randal
Title: Asst. Vice President
BANK OF MONTREAL
By /s/ Leon H. Sinclair
Title: Director
THE BANK OF NOVA SCOTIA
By /s/ F. C. H. Ashby
Title: Senior Manager Loan Operations
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Kris Szremski
Title: Vice President
THE MITSUBISHI TRUST AND
BANKING CORPORATION,
CHICAGO BRANCH
By /s/ Nobuo Tominaga
Title: Chief Manager
COMERICA BANK
By /s/ Timothy O'Rourke
Title: Vice President
COMMERZBANK
AKTIENGESELLSCHAFT,
CHICAGO BRANCH
By ______________________
Title:
By ______________________
Title:
NATIONAL CITY BANK
By /s/ Robert C. Rowe
Title: VP
THE SANWA BANK, LIMITED,
CHICAGO BRANCH
By ______________________
Title:
THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH
By /s/ John H. Kemper
Title: Senior Vice President
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By ______________________
Title:
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By /s/ Jeffrey W. Maillet
Title: Senior Vice President & Director