EXHIBIT
10.3


 


 


AMENDMENT NO. 1


 


TO


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


AMENDMENT NO. 1, dated as
of March 19, 2004 (this “Amendment”), to the AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of October 9, 2003 (as may be further amended,
supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”), among Washington Group International, Inc., a Delaware
corporation (the  “Borrower”), the Lenders and the Issuers
party thereto from time to time and Credit Suisse First Boston, as administrative
agent for the Lenders and the Issuers thereunder (in such capacity, together
with its successors in such capacity, the “Administrative Agent”).  Unless otherwise specified herein, all
capitalized terms used in this Amendment shall have the meanings ascribed to
them in the Credit Agreement.


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, the Borrower has
requested that the Administrative Agent and the Lenders agree to amend certain
provisions of the Credit Agreement;


 


WHEREAS, pursuant to
Section 11.1(a) of the Credit Agreement, the consent of the Requisite Lenders
is required to effect the amendments set forth herein; provided that the amendments
set forth herein extending the scheduled maturity or reducing the rate of
interest on any Loan or Reimbursement Obligation outstanding or any fee payable
under the Credit Agreement shall also require the consent of each Lender in
respect of which such scheduled maturity is being extended or rate of interest
on any Loan or Reimbursement Obligation outstanding to such Lender or fee
payable to such Lender (including, in each case, any interest or fee ultimately
payable to any Tranche B Investor) is being reduced by the terms of this
Amendment (in each case, such Lenders or Tranche B Investors, the “Affected
Lenders”).


 


WHEREAS, the Borrower has
notified the Administrative Agent that it intends to make the Westinghouse
Acquisition (as defined below) and that the Westinghouse Acquisition will
qualify as a Permitted Acquisition under the Credit Agreement; and


 


WHEREAS, the Borrower,
the Administrative Agent and the Lenders have agreed to amend the Credit
Agreement on the terms and subject to the conditions herein provided;


 


NOW, THEREFORE, in
consideration of the above premises, the Borrower and the Administrative Agent,
at the direction of the Lenders constituting the Requisite Lenders, and, in the
case of amendments set forth herein extending the term of any Commitment or
Loan or reducing the rate of interest on any Loan or Reimbursement Obligation
outstanding, the Affected Lenders, agree as follows:


 


Section 1.               Amendments to the Credit
Agreement.  As of the Effective Date
(as defined in the Credit Agreement), the Credit Agreement is hereby amended as
follows:


 

















 


(a)           by inserting the definition of “Amendment
No. 1” and “Amendment No. 1 Effective Date”
immediately before the definition of “Applicable Commitment Fee Rate” in Section 1.1
(Defined Terms) of the Credit Agreement, each to read in its
entirety as follows:


 


“ “Amendment
No. 1” means Amendment No. 1 to this Agreement, dated as of
March 19, 2004 among the Borrower, the Lenders the Administrative Agent, the
Documentation Agent and the Syndication Agent.


 


“Amendment
No. 1 Effective Date” has the meaning ascribed to such term in
Amendment No. 1.”


 


(b)           by inserting the definition of “BNFL”
immediately before the definition of “Borrowers Accountants” in Section 1.1
(Defined Terms) of the Credit Agreement to read in its entirety as
follows:


 


“ “BNFL”
means BNFL USA Group Inc. or any of its Wholly-Owned Subsidiaries”


 


(c)           by deleting the definition of the
term “Capital
Expenditures” in Section 1.1 (Defined Terms) of the Credit
Agreement in its entirety and inserting in lieu thereof the following:


 


“ “Capital
Expenditures” means, with respect to any Person for any period, (a)
the aggregate of amounts that would be reflected as additions to property,
plant or equipment on a consolidated balance sheet of such Person and its
Subsidiaries prepared in conformity with GAAP, excluding interest capitalized
during construction less (b) the aggregate of such amounts
used to acquire replacement assets useful in the Borrower’s business in
connection with a Reinvestment Event as permitted under Section 2.9  (Mandatory
Prepayments); provided, however, that the Capital
Expenditures of the Borrower shall (i) include the Capital Expenditures of
Permitted Joint Ventures and non-Wholly-Owned Subsidiaries only to the extent
of the aggregate direct and indirect interest therein of the Borrower, any
other Loan Party and any Wholly-Owned Subsidiary of any of them and (ii)
exclude Capital Expenditures by Permitted Joint Ventures or non-Wholly-Owned
Subsidiaries that are made solely from proceeds of Non-Recourse Indebtedness of
such Permitted Joint Ventures or non-Wholly-Owned Subsidiaries.”


 


(d)           by deleting the definition of the
term “Fee
Letter” in Section 1.1 (Defined Terms) of the Credit
Agreement in its entirety and inserting in lieu thereof the following:


 


“ “Fee Letter”
means the Amended and Restated Fee Letter, dated as of October 7, 2003,
addressed to the Borrower from CSFB and accepted by the Borrower as of October
7, 2003 and the Fee Letter, dated as of March 16, 2004, addressed to the
Borrower from CSFB and accepted by the Borrower as of March 16, 2004, in each
case, with respect to certain fees to be paid from time to time to CSFB, the
Lenders and the Tranche B Investors.”


 


(e)           by inserting the words “; provided,
however,
that Financial Covenant Debt shall not include reimbursement or other
obligations with respect to undrawn letters of credit that are not issued under
any Loan Document, and any surety bonds and performance bonds issued


 

















 


under any Surety Facility
or Approved Additional Surety Facility” at the end of the definition of “Financial
Covenant Debt” in Section 1.1 (Defined Terms) of the Credit
Agreement.


 


(f)            by inserting the definition of “Fronting Fee”
immediately after the definition of “Foreign Ownership Control or Influence” in
Section
1.1 (Defined Terms) of the Credit Agreement, to read in its entirety
as follows:


 


“ “Fronting Fee”
has the meaning specified in Section 2.12(c) (Fees).”


 


(g)           by inserting the words “and (iv) the
Fronting Fee” immediately before the words “minus (b)” in the definition of “Interest
Expense” in Section 1.1 (Defined Terms) of the Credit
Agreement.


 


(h)           by inserting the words “and the
Fronting Fee” immediately after the words “the Commitment Fee” in the
definition of “Obligations” in Section 1.1 (Defined Terms) of the Credit
Agreement.


 


(i)            by deleting the definition of the
term “Scheduled
Termination Date” in Section 1.1 (Defined Terms) of the Credit
Agreement in its entirety and inserting in lieu thereof the following:


 


“ “Scheduled
Termination Date” means (i) with respect to the Tranche A Facility,
the fourth anniversary of the Effective Date and (ii) with respect to the
Tranche B Facility, the fourth anniversary of the Amendment No. 1 Effective
Date.”


 


(j)            by inserting the words “, as such
may be amended, restated, supplemented or otherwise modified from time to
time,” immediately after the words “as depositors” in the definition of
“Tranche B CD” in Section 1.1 (Defined Terms) of the Credit Agreement.


 


(k)           by deleting the words “(including any
former Tranche B Investor that became a Lender through an assignment of
the Commitment and Outstandings of the Fronting Lender)” in the definition of “Tranche A
Lender” in Section 1.1 (Defined Terms) of the Credit
Agreement.


 


(l)            by inserting the definitions of “Westinghouse
Acquisition” and “Westinghouse Acquisition Documents”
immediately before the definition of “Westinghouse Subsidiaries” in Section 1.1
(Defined Terms) of the Credit Agreement, each to read in its
entirety as follows:


 


“ “Westinghouse
Acquisition” means the acquisition by WGSC or the Borrower of the
membership and any other interests in Westinghouse Government Environmental
Services Company LLC not owned by WGSC on the Effective Date.”


 


“ “Westinghouse
Acquisition Documents” means the consortium agreement among, inter alia,
BNFL, WGSC and the Borrower, and the related documents executed in connection
therewith.


 

















 


(m)          by inserting the definition of “WGSC”
immediately before the definition of “Wholly-Owned Subsidiary” in Section 1.1
(Defined Terms) of the Credit Agreement, to read in its entirety as
follows:


 


“ “WGSC”
means Westinghouse Government Services Company LLC.”


 


(n)           by deleting clause(a)(ii)of Section 2.10
(Interest) of the Credit Agreement in its entirety and inserting in
lieu thereof the following:


 


“(ii)         if a Eurodollar Rate Loan (other than
those made by the Fronting Lender), at a rate per annum equal to the sum
of (A) the Adjusted Eurodollar Rate for such Eurodollar Rate Loan
determined for the applicable Interest Period plus (B) the Applicable
Margin in effect from time to time during such Eurodollar Interest Period; and


 


(iii)          if a Eurodollar Rate Loan made by the
Fronting Lender, at a rate per annum, for any period prior to the
Amendment No. 1 Effective Date, equal to the sum of (A) the Adjusted
Eurodollar Rate for such Eurodollar Rate Loan determined for the applicable
Interest Period plus (B) the Applicable Margin in effect from time to
time during such Eurodollar Interest Period; or


 


(iv)          if a Eurodollar Rate Loan made by the
Fronting Lender, at a rate per annum, for any period commencing on or
after the Amendment No. 1 Effective Date, equal to the sum of (A) the
Eurodollar Rate for such Eurodollar Rate Loan determined for the applicable
Interest Period plus (B) the Applicable Margin in effect from time to
time during such Eurodollar Interest Period.”


 


(o)           by (i) renumbering Section
2.12(c) (Additional Fees) as Section 2.12(d) and (ii) inserting a new Section
2.12(c) (Fronting Fee) to read in its entirety as follows:


 


“(c)         Fronting Fee. 
The Borrower agrees to pay to the Fronting Lender a fronting
fee on the actual daily amount of the Commitment of the Fronting Lender (the “Fronting Fee”)
from the Amendment No. 1 Effective Date until the Revolving Credit Termination
Date at an annual rate of one tenth of one percent (0.1%), payable in arrears
(i) on the last Business Day of each calendar month and (ii) on the
Revolving Credit Termination Date.”


 


(p)           by deleting the second paragraph of clause (f)
of Section
2.13 (Payments and Computations) of the Credit Agreement in its
entirety and inserting in lieu thereof the following:


 


“First,
to pay interest on and then principal of any portion of (i) the Revolving Loans
that the Administrative Agent may have advanced on behalf of any Lender for
which the Administrative Agent has not then been reimbursed by such Lender or
the Borrower and (ii) the Reimbursement Obligations owed to any Issuer for
which such Issuer has not then been reimbursed by any Lender or the Borrower.”


 


(q)           by deleting clause (g) of Section 2.13
(Payments and Computations) of the Credit Agreement in its entirety
and inserting in lieu thereof the following:


 

















 


“(g)         At the option of the Administrative
Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees,
expenses and other sums due and payable in respect of the Loans and Protective
Advances may be paid from the proceeds of Swing Loans or Revolving Loans.  The Borrower hereby authorizes the Swing
Loan Lender to make such Swing Loans pursuant to Section 2.3(a)  (Swing
Loans) and the Lenders to make such Revolving Loans pursuant to Section 2.2(a)
(Borrowing Procedures) from time to time in the Swing Loan Lender’s
or such Lender’s discretion, that are in the amounts of any and all principal,
interest, fees, expenses and other sums payable with respect to the Swing
Loans, the Revolving Loans, Reimbursement Obligations and Protective Advances,
and further authorizes the Administrative Agent to give the Lenders notice of
any Borrowing with respect to such Swing Loans and Revolving Loans and to
distribute the proceeds of such Swing Loans and Revolving Loans to pay such amounts.  The Borrower agrees that all such Swing
Loans and Revolving Loans so made shall be deemed to have been requested by it
(irrespective of the satisfaction of the conditions in Section 3.2  (Conditions
Precedent to Each Loan and Letter of Credit), which conditions the
Lenders irrevocably waive) and directs that all proceeds thereof shall be used
to pay such amounts.”


 


(r)            by (i) renumbering Section
8.1(j) (Indebtedness) as Section 8.1(k) and (ii) inserting a new Section
8.1(j) (Indebtedness) to read in its entirety as follows:


 


“(j)          Indebtedness or other liability
incurred or assumed by any Loan Party in connection with a Permitted
Acquisition;”


 


(s)           by (i) renumbering Section
8.2(j) (Liens, Etc.) as Section 8.2(k) and (ii) inserting a new Section
8.2(j) (Liens, Etc.) to read in its entirety as follows:


 


“(j)          Liens in favor of BNFL securing the
Borrower’s and WGSC’s obligations to BNFL under the Westinghouse Acquisition
Documents; provided,
however,
that the scope, extent and priority of any Lien permitted under this clause
(j)
(other than the Payment Rights, as defined in the Westinghouse Acquisition
Documents) shall have been approved by and acceptable to the Administrative
Agent.”


 


(t)            by (i) renumbering Section
8.3(i) (Investments) as Section 8.3(j) and (ii) inserting a new Section
8.3(i) (Investments) to read in its entirety as follows:


 


“(i)          Investments in connection with a
Permitted Acquisition;”


 


(u)           by deleting the words “or the last
proviso and last sentence of Section 2.13(f) (Payments and Computations) (relating
to Refinancing Loans) without the consent of the Non-Participating
Lenders” in clause
(u) of Section 11.1 (Amendments, Waiver, Etc.).


 


(v)           As of the Amendment No. 1 Effective
Date, Schedule II is amended and restated in its entirety to the form of the
Amended and Restated Schedule II attached hereto as Exhibit A.


 


Section 2.               Conditions to Effectiveness.  This Amendment shall become effective as of
the date on which the Administrative Agent shall have received each of the
following (the


 

















 


“Amendment No. 1 Effective Date”),
each dated the Amendment No. 1 Effective Date unless otherwise indicated or
agreed to by the Administrative Agent, in form and substance satisfactory to
the Administrative Agent and in sufficient copies for each Lender and each
Tranche B Investor:


 


(a)           Counterparts of this Amendment duly
executed by the Administrative Agent, the Requisite Lenders and the Affected
Lenders;


 


(b)           The Tranche B CD issued on the
Effective Date shall have been amended and restated in its entirety to the form
of the Amended and Restated Tranche B CD attached hereto as Exhibit B;


 


(c)           There shall have been paid to the
Administrative Agent, for the account of the Administrative Agent, the Lenders
and the Tranche B Investors, as applicable, all fees and expenses as
provided in Section
5 (Fees and Expenses);


 


(d)           Such other items from the Loan
Parties as the Administrative Agent may reasonably request in writing.


 


Section 3.               Representations and Warranties.  The Borrower hereby represents and warrants
to the Lenders, the Issuers, the Tranche B Investors and the Administrative
Agent, with respect to all Loan Parties, as follows:


 


(a)           After giving effect to this
Amendment, each of the representations and warranties in Article IV (Representations and Warranties)
of the Credit Agreement and in the other Loan Documents are true and correct in
all material respects on and as of the date hereof as though made on and as of
such date, except to the extent that any such representation or warranty
expressly relates to an earlier date and except for changes therein expressly
permitted by the Credit Agreement.


 


(b)           The Borrower reaffirms the Liens
granted pursuant to the Loan Documents to the Administrative Agent for the
benefit of the Lenders and the Issuers, which Liens shall continue in full
force and effect during the term of the Credit Agreement and any renewals
thereof and shall continue to secure the Obligations.


 


(c)           The execution, delivery and
performance by the Borrower of this Amendment have been duly authorized by all
requisite corporate or other action on the part of the Borrower and will not
violate any of the articles of incorporation or by-laws (or other constituent
documents) of the Borrower.


 


(d)           This Amendment has been duly executed
and delivered by the Borrower, and each of this Amendment and the Credit
Agreement as amended hereby constitutes the legal, valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance with their
terms.


 


(e)           After giving effect to this Amendment,
no Default or Event of Default has occurred and is continuing as of the date
hereof.


 

















 


Section 4.               Reference to and Effect on the
Loan Documents.


 


(a)           As of the Effective Date, each
reference in the Credit Agreement and the other Loan Documents to “this Agreement,”
“hereunder,”
“hereof,”
“herein”
or words of like import shall mean and be a reference to the Credit Agreement
as amended hereby.


 


(b)           Except to the extent amended hereby,
the Credit Agreement and all of the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.


 


(c)           The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any Default or
Event of Default or any right, power, privilege or remedy of the Administrative
Agent, the Documentation Agent, the Syndication Agent any Lender or any Issuer
under the Credit Agreement or any Loan Document, or constitute a waiver of any
provision of the Credit Agreement or any Loan Document.


 


(d)           The Borrower hereby confirms that
upon completion of the Westinghouse Acquisition, the Borrower shall comply with
Section
7.11 (Additional Collateral and Guaranties) and Section 7.12
(Real
Property) of the Credit Agreement.


 


Section 5.               Costs and Expenses.  The Borrower agrees to reimburse any Agent
for all reasonable fees, costs and expenses, including the reasonable fees,
costs and expenses of counsel or other advisors for advice, assistance, or
other representation in connection with this Amendment as provided in the
engagement letter, dated as of March     , 2004, addressed
to the Borrower from CSFB and accepted by the Borrower as of March    , 2004.


 


Section 6.               Governing Law.  This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York.


 


Section 7.               Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.


 


Section 8.               Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument.  Receipt by the Administrative Agent of a
facsimile copy of an executed signature page hereof shall constitute receipt by
the Administrative Agent of an executed counterpart of this Amendment.


 


 


[SIGNATURE PAGES
FOLLOW]


 

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written.


 


	
   

  	
  WASHINGTON
  GROUP INTERNATIONAL, INC.

  
	
   

  	
   

  	
  as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Earl L. Ward

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Earl L. Ward

  
	
   

  	
   

  	
  Title:

  	
  VP & Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST
  BOSTON, ACTING THROUGH ITS

  
	
   

  	
   

  	
  CAYMAN ISLANDS BRANCH,

  
	
   

  	
   

  	
  as Administrative Agent, Fronting Lender, Lender and
  Issuer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Hetu

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert Hetu

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Doreen Welch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Doreen B. Welch

  
	
   

  	
   

  	
  Title:

  	
  Associate

  
					



 

















 


	
   

  	
  LASALLE BANK NATIONAL
  ASSOCIATION, 

  
	
   

  	
   

  	
  as Documentation Agent and Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ T. Houghton

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Tim Houghton

  
	
   

  	
   

  	
  Title:

  	
  Vice President