exv10w22



 



EXHIBIT 10.22


FIRST AMENDMENT TO CREDIT AGREEMENT



               FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of
November 19, 2003, among UNITED DEFENSE INDUSTRIES, INC., a Delaware
corporation, the Lenders from time to time party to the Credit Agreement
referred to below, CITICORP USA INC., THE BANK OF NOVA SCOTIA and CREDIT
LYONNAIS NEW YORK BRANCH, as Documentation Agents, LEHMAN COMMERCIAL PAPER
INC. (“LCPI”) as Syndication Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS
(f/k/a Bankers Trust Company), as Administrative Agent (the “Administrative
Agent”). Unless otherwise defined herein, all capitalized terms used herein
shall have the respective meanings provided such terms in the Credit Agreement
referred to below.



W I T N E S S E T H:



               WHEREAS, the Borrower, the Lenders, the Documentation Agents, the
Syndication Agent and the Administrative Agent are parties to a Credit
Agreement, dated as of August 13, 2001 and amended and restated as of July 2,
2002 (as amended, modified or implemented from time to time, but not
including, the date hereof, the “Credit Agreement”);



               WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto wish to amend the Credit Agreement as herein provided;



               NOW,
THEREFORE, it is agreed:




	 	I.	 	Amendments to Credit Agreement



               1.     Section 3.01 of the Credit Agreement is hereby amended
by (i)
redesignating clauses (e) and (f) thereof as clauses (f) and (g),
respectively and (ii) inserting the
following new clause (e) immediately after clause (d) thereof:




		
	 	     “(e)     All voluntary prepayments of principal of B Term Loans and all
mandatory prepayments of principal of B Term Loans required pursuant to
Sections 4.02(c), (d), (e) and (g), in each case prior to the first
anniversary of the First Amendment Effective Date, will be subject to
payment to the Administrative Agent, for the ratable account of each
Lender with outstanding B Term Loans, of a fee in an amount equal to
1.0% of the aggregate principal amount of such prepayment. Such
prepayment fees shall be due and payable upon the date of any voluntary
prepayment or the due date of such mandatory prepayment, as the case may
be.”



                              2.     Section 4.01 of the Credit Agreement is hereby amended by inserting the
following sentence at the end of said Section:




		
	 	“Each prepayment of term loans pursuant to this Section 4.01 made prior
to the first anniversary of the First Amendment Effective Date shall be
subject to payment of the fee described in Section 3.01(e).”



                              3.     Section 4.02(A)(c) of the Credit Agreement is hereby amended by
inserting the following sentence at the end of said Section:




 






 






		
	 	“Mandatory repayments of B Term Loans required to be made pursuant to
this clause (c) prior to the first anniversary of the First Amendment
Effective Date shall be subject to the payment of the fee described in
Section 3.01(e).”



                              4.     Section 4.02(A)(d) of the Credit Agreement is hereby amended by
inserting the following sentence at the end of said Section:




		
	 	“Mandatory repayments of B Term Loans required to be made pursuant to
this clause (d) prior to the first anniversary of the First Amendment
Effective Date shall be subject to the payment of the fee described in
Section 3.01(e).”



                              5.     Section 4.02(A)(e) of the Credit Agreement is hereby amended by
inserting the following sentence at the end of said Section:




		
	 	“Mandatory repayments of B Term Loans required to be made pursuant to
this clause (e) prior to the first anniversary of the First Amendment
Effective Date shall be subject to the payment of the fee described in
Section 3.01(e).”



                              6.     Section 4.02(A)(g) of the Credit Agreement is hereby amended by
inserting the following sentence at the end of said Section:




		
	 	“Mandatory repayments of B Term Loans required to be made pursuant to
this clause (g) prior to the first anniversary of the First Amendment
Effective Date shall be subject to the payment of the fee described in
Section 3.01(e).”



                              7.     Section 4.02(B)(c) of the Credit Agreement is hereby amended inserting
the following text immediately before the period appearing at the end of
the fourth sentence of
said Section:



          “, provided, however, that for the fiscal years ending December 31, 2003
and 2004, the amount of any such Specified Repayment so waived in connection
with a mandatory repayment under Section 4.02(A)(f) shall not be applied to
repay the A Term Loans as otherwise provided in this
Section 4.02(B)”.



                              8.     Section 8.09(a)(iii) of the Credit Agreement is hereby amended by
deleting the text of said Section in its entirety and inserting the
following new text in lieu
thereof:




		
	 	     “(iii) the Borrower may pay Dividends or redeem or repurchase its
stock not otherwise permitted by clause (ii) above in an aggregate amount
for all such payments paid after the First Amendment Effective Date not
in excess of the Available Dividends Amount in effect at such time so
long as (x) no Event of Default is then in existence or would result
therefrom and (y) on a pro forma basis after giving effect to the payment
of any such Dividend the Modified Leverage Ratio would not be greater
than 2.5 to 1.0.



                              9.     The definition of “Available Dividends Amount” appearing in Section 10
of the Credit Agreement is hereby deleted in its entirety and the
following new definition is
inserted in lieu thereof:




		
	 	     “Available Dividends Amount” shall mean, at any time $150,000,000,
plus or minus, as the case may be, for each fiscal quarter ending on or
after December 31, 2003 and prior to such time that such Dividend is
paid (x) if Consolidated Net Income for such



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	 	fiscal quarter is a positive amount, an amount equal to 50% of
Consolidated Net Income for such fiscal quarter and (y) if Consolidated
Net Income for such fiscal quarter is a negative amount, an amount equal
to 100% of Consolidated Net Income for such fiscal quarter.
Notwithstanding the foregoing, the Available Dividends Amount shall at
no time be an amount less than $150,000,000 minus any Dividends
previously paid pursuant to Section 8.09(a)(iii).



                              10.     The definition of “Change of Control” appearing in section 10 of the
Credit Agreement is hereby deleted in its entirety and the following new
definition is inserted in
lieu thereof:




		
	 	     “Change of Control” shall mean, at any time and for any reason
whatsoever, (a) any person or group (as defined in Section 13(d) of the
Exchange Act) (other than Carlyle and Carlyle Affiliates) shall acquire,
directly or indirectly, beneficial ownership (within the meaning of Rule
13d-3 of the Exchange Act) of 30% or more, on a fully diluted basis, of
the voting interest in the Borrower’s capital stock, or (b) the Board of
Directors of the Borrower shall cease to consist of a majority of
Continuing Directors.”



                              11.     The definition of “Modified Leverage Ratio” appearing in Section 10 of
the Credit Agreement is hereby deleted in its entirety and the following
new definition is inserted
in lieu thereof:




		
	 	     “Modified Leverage Ratio” shall mean, at any date on which a
Dividend is paid pursuant to Section 8.09(a)(iii), the ratio of (x) the
sum of (i) Consolidated Debt on such date less the outstanding principal
amount of Revolving Loans on such date included in Consolidated Debt
plus (ii) the Average Daily Amount of Revolving Loans for the period
commencing on the first day of the Test Period then or last ended and
ending on such date less investments in cash and Cash Equivalents on
such date to (y) Pro Forma Consolidated EBITDA for the Test Period then
or last ended.



                              12.     Section 10 of the Credit Agreement is hereby further amended by
inserting
the following new definitions in the appropriate alphabetical order:




		
	 	     “First Amendment” shall mean the First Amendment to this Agreement,
dated as of November 19, 2003.”




		
	 	     “First Amendment Effective Date” shall have the meaning provided in
the First Amendment.
	 
	 	     II.          Miscellaneous Provisions.



                              1.     In order to induce the undersigned Lenders to enter into this
Amendment, the Borrower hereby represents and warrants that (x) no Default or
Event of Default exists as of the First Amendment Effective Date, both
immediately before and immediately after giving effect to this Amendment and
(y) all of the representations and warranties contained in the Credit Agreement
or the other Credit Documents are true and correct in all material respects on
the First Amendment Effective Date, both immediately before and immediately
after giving effect to this Amendment, with the same effect as though such
representations and warranties had been made






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on and as of the First Amendment Effective Date (it being understood that any
representation or warranty made as of a specified date shall be required to be
true and correct in all material respects only as of such specific date).


               2.     This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit
Agreement or any other
Credit Document.



               3.     This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed
and delivered shall be an original, but all of which shall together
constitute one and the same
instrument. A complete set of counterparts shall be lodged with the
Borrower and the Administrative Agent.



               4.     THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



               5.     This Amendment shall become effective on the (the “First Amendment
Effective Date”) date when the Borrower, the Administrative Agent and the
Required Lenders
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall
have delivered (including by way of facsimile transmission) the same to
the Administrative
Agent at White & Case LLP, 1155 Avenue of the Americas, New York, NY
10036, Attention;
Neerav Shah (facsimile number 212-354-8113).



               6.     From and after the First Amendment Effective Date, all references in
the
Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be
deemed to be references to the Credit Agreement as modified hereby.



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