Exhibit 4
AMENDMENT NO. 1 TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of November 7, 1997 to the Amended and Restated Credit
Agreement dated as of March 15, 1995 as amended and restated as of November
14, 1996 (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 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 $8,000,000) attributable to
early extinguishment of up to $50,000,000 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
$50,000,000 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. AMENDMENT OF MINIMUM CONSOLIDATED NET WORTH COVENANT.
Section 5.20 is amended to read in full as follows:
SECTION 5.20. MINIMUM CONSOLIDATED NET WORTH. Consolidated Net Worth
shall at no time be less than the sum of (i) $142,696,000 PLUS (ii) (A) 80%
of cumulative Consolidated Net Income for each fiscal quarter beginning
after March 31, 1995 and ending on or prior to September 28, 1997 PLUS (B)
50% of cumulative Consolidated Net Income for each fiscal quarter beginning
after September 28, 1997 and ending on or prior to the relevant date of
determination hereof, but in each case in this clause (ii), only to the
extent that Consolidated Net Income for each such fiscal quarter or other
period is positive PLUS (iii) (A) 80% of the increase in consolidated
stockholders' equity of the Borrower from any Equity Issuances by the
Borrower after March 31, 1995 and prior to September 28, 1997 PLUS (B) 50%
of the increase in consolidated stockholders' equity of the Borrower from
any Equity Issuances by the Borrower after September 28, 1997.
SECTION 5. 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 6. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. 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 8. 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/ Galen K. Johnson
Title: Vice President and Treasurer
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ Diana H. Imhof
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ James B. Treger
Title: Vice President
NATIONSBANK, N.A.
By /s/ Valerie C. Mills
Title: Senior Vice President
CREDIT LYONNAIS CHICAGO
BRANCH
By /s/ Mary Ann Klemm
Title: Vice President
BANK OF AMERICA ILLINOIS
By /s/ Therese E. Fontaine
Title: Vice President
THE BANK OF NEW YORK
By /s/ Richard A. Raffetto
Title: Vice President
CITICORP USA, INC.
By /s/ Walter Larsen
Title: Attorney-in-fact
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES
By /s/ Sheryl L. Paynter
Title: Associate
By /s/ Robert M. Wood Jr.
Title: Director
FIRST BANK NATIONAL
ASSOCIATION
By /s/ Elliot J. Jaffee
Title: Vice President
MELLON BANK, N.A.
By /s/ Martin J. Randal
Title: Banking Officer
BANK OF MONTREAL
By
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Title:
THE BANK OF NOVA SCOTIA
By /s/ F. C. H. Ashby
Title: Senior Manager, Loan Operations
THE FIRST NATIONAL BANK OF
CHICAGO
By /s/ J. Garland Smith
Title: Managing Director
THE MITSUBISHI TRUST AND
BANKING CORPORATION,
CHICAGO BRANCH
By /s/ Nobuo Tominaga
Title: Chief Manager
COMERICA BANK
By /s/ Phillip A. Coosaia
Title: Vice President
COMMERZBANK
AKTIENGESELLSCHAFT,
CHICAGO BRANCH
By
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Title:
By
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Title:
NATIONAL CITY BANK
By /s/ Andrew J. Walshaw
Title: Asst. Vice President
THE SANWA BANK, LIMITED,
CHICAGO BRANCH
By
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Title:
THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH
By /s/ Ken-Ichiro Kobayashi
Title: Joint General Manager
U.S. NATIONAL BANK OF OREGON
By /s/ Elliot J. Jaffee
Title: Vice President
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By
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Title:
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By /s/ Jeffrey W. Maillet
Title: Senior Vice President and
Director