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EXHIBIT 10.3
FOURTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
THIS FOURTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this
"Amendment") is made as of August 29, 1997, by and between BTG, Inc., a
Virginia corporation (together with its successors, assigns and transferees,
the "Company"), and Blue Ridge Investments, L.L.C., a Delaware limited
liability corporation (together with its successors, assigns and transferees,
the "Holder"). Capitalized terms used herein without definition shall have the
respective meanings ascribed to them in that certain Note and Warrant Purchase
Agreement, dated as of February 16, 1996, by and between the Company and Nomura
Holding America, Inc., a Delaware corporation (the "Purchaser"), as amended by
the First Amendment thereto dated as of October 1, 1996, the Second Amendment
thereto dated as of October 31, 1996 and the Third Amendment thereto dated as
of August 25, 1997 (as so amended, the "Purchase Agreement").
R E C I T A L S
A. Pursuant to the Purchase Agreement, the Purchaser on February
16, 1996, purchased the Company's 12.875% Senior Subordinated Notes Due 2001 in
the aggregate principal amount of $15,000,000 (as amended, the "Loans").
B. The Company has incurred certain senior secured Indebtedness
(the "Senior Indebtedness") pursuant to that certain Business Loan and Security
Agreement dated as of November 28, 1995, as amended, by and among the Company,
certain of its subsidiaries, NationsBank, N.A., individually and as agent, and
certain other lenders, as amended, and that certain Agreement For Wholesale
Financing dated as of October 31, 1996 between the Company and Deutsche
Financial Services Corporation ("DFS"), as supplemented by the DFS Addendum and
as modified by that certain Amendment to Agreement For Wholesale Financing
dated as of October 31, 1996 between the Company and DFS as supplemented and
amended from time to time after the date hereof.
C. The Holder has agreed to purchase from the Purchaser the Loans
at a price of 106% of the principal amount thereof plus accrued interest
thereon simultaneously with the execution, delivery and effectiveness of this
Fourth Amendment.
D. The Company and the Holder have agreed that effective upon the
purchase by the Holder of the Loans from the Purchaser, the Purchase Agreement
be amended in certain respects.
NOW THEREFORE, in consideration of the terms and conditions contained
herein and of other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments to the Purchase Agreement.
Effective on the Effective Date (as defined below), the
Purchase Agreement is hereby amended as follows:
(a) The definition of the term
"Prepayment Premium" contained in Section 1.1 of the
Purchase Agreement is hereby amended to read, in
full, as follows:
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" 'Prepayment Premium' means (i) with
respect to any prepayment of Notes pursuant
to Section 3.1 occurring at any time prior to
December 31, 1997, an amount equal to 6.0% of
the aggregate principal amount of the Notes
being prepaid at such time, and (ii) with
respect to any prepayments of Notes pursuant
to Section 3.1 occurring at any time during
any of the periods set forth below, an amount
equal to the percentage set forth opposite
such period of the aggregate principal amount
of the Notes being prepaid at such time:
Percentage of Principal
Period Amount Being Prepaid
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December 31, 1997 to and 6.0%
including December 31, 1998
January 1, 1999 to and 5.0%
including December 31, 1999
January 1, 2000 to and 3.0%
including December 31, 2000
At all times after December 31, 2000 1.0%"
through but excluding the final
maturity date of the Loan
(b) Subsection (a) of Section 2.1 of the Purchase
Agreement is hereby amended to read, in full, as follows:
"(a) The Company has duly authorized
the issuance, sale and delivery of its
12.875% Senior Subordinated Notes Due 2001 in
the aggregate principal amount of
$15,000,000, to be dated the date of issue
thereof, to bear interest (computed on the
basis of a 360-day year of twelve 30-day
months) from such date at the rate of 12.875%
per annum (except that the rate of interest
thereon shall be 13.875% per annum at all
times either (x) during any Interest Period
with respect to which, at any time during
such Interest Period, the aggregate
outstanding principal amount of all
Indebtedness incurred pursuant to the Senior
Loan Documents (including Indebtedness
incurred pursuant to the Credit Agreement and
DFS Indebtedness) or any Permitted
Refinancing thereof shall exceed $65,000,000
or (y) from and after the date of written
notice to the Company by Blue Ridge
Investments, L.L.C., a Delaware limited
liability company ("BRI") given at any time
on or after December 31, 1997 if the Company
has not issued on or prior to such date at
least $100 million in aggregate principal
amount of debt securities in a transaction in
which NationsBanc Capital Markets, Inc. acted
as lead underwriter or lead initial purchaser
in accordance with the terms of the
Engagement Letter dated the date hereof
between the Company and NationsBanc Capital
Markets, Inc. and payable in cash quarterly
in arrears on the first day of January,
April, July and October in each year
commencing on the first such date after the
date of issue hereof) and at maturity, and to
bear interest (so computed) payable in cash
on demand, on any overdue principal and
Prepayment
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Premium, if any, and, to the extent permitted
by applicable law, on any overdue interest,
until the same shall be paid, at a rate equal
to the sum of (i) 3.125% per annum plus (ii)
the rate per annum that would otherwise
accrue hereunder on principal not overdue, to
mature on February 16, 2001, and to be
substantially in the form of Exhibit A hereto
attached (all such Notes originally issued
pursuant to this Agreement, or delivered in
substitution or exchange for any thereof,
being collectively called the "Notes" and
individually a "Note")."
(c) All references to the
"Purchaser" in the Purchase Agreement shall
be deemed to be references to Blue Ridge
Investments,L.L.C.
2. Amendments to the Notes. Effective on the
Effective Date, each of Exhibit A to the Purchase Agreement
and the currently outstanding Note, No. R-3, held by the
Holder, is hereby amended as follows:
(a) The following words are hereby added
in the first sentence of each of Exhibit A and such
outstanding Note immediately following the words
"12.875% per annum":
"(except that the rate of interest thereon
shall be 13.875% per annum at all times (x)
during any Interest Period with respect to
which, at any time during such Interest
Period, the aggregate outstanding principal
amount of all Indebtedness incurred pursuant
to the Senior Loan Documents (including
Indebtedness incurred pursuant to the Credit
Agreement and DFS Indebtedness) or any
Permitted Refinancing thereof shall exceed
$65,000,000 or (y) from and after the date of
written notice to the Company by Blue Ridge
Investments, L.L.C., a Delaware limited
liability company ("BRI") given at any time
on or after December 31, 1997 if the Company
has not issued on or prior to such date at
least $100 million in aggregate principal
amount of debt securities in a transaction in
which NationsBanc Capital Markets, Inc. acted
as lead underwriter or lead initial purchaser
in accordance with the terms of the
Engagement Letter dated the date hereof
between the Company and NationsBanc Capital
Markets, Inc."
(b) All references to the "Purchaser" in
the Note shall be deemed to be references to
Blue Ridge Investments, L.L.C.
3. Fee. In consideration of the agreements of
the Holder contained in this Amendment, the Company shall pay
to the Holder at the time of execution hereof a
non-reimburseable cash fee in the amount of $100,000.
4. Effectiveness; Conditions. This Amendment
and the provisions hereof shall become and be effective on the
date (the "Effective Date") on which all of the following
conditions shall be satisfied, or waived in writing by the
Holder:
(a) Execution of Amendment. The Company
and the Holder shall each have executed and delivered
a counterpart of this Amendment.
(b) Corporate Proceedings. All
corporate and other proceedings taken or to be taken
in connection with the transactions contemplated
hereby and all
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documents incident thereto shall be satisfactory in
form and substance to the Holder, and the Holder
shall have received all such counterpart originals or
certified or other copies of such documents as it may
reasonably request.
(c) Loan Purchase. The Holder shall
have acquired the Loan from the Purchaser and such
Loan shall have been exchanged for a new Loan from
the Company payable to the order of the Holder.
(d) Consents of Senior Lenders. Each of
NationsBank, N.A., individually and as Agent under
the Credit Agreement and DFS shall have duly executed
and delivered a written consent to this Amendment and
the transactions hereby contemplated satisfactory in
form and substance to the Holder.
(e) Exchange of Note. The Company shall
have duly executed and issued to the Holder a new
Note (as hereby amended), substantially in the form
of Exhibit A to the Purchase Agreement (as hereby
amended), in the principal amount of $15,000,000 in
exchange for the outstanding Note currently held by
the Purchaser, which shall be canceled and retired.
(f) Payment of Fee. The fee of $100,000
referred to in Section 4 hereof shall have been paid
to the Holder.
5. Representations and Warranties of the
Company. The Company represents and warrants to the Holder
that:
(a) Representations in the Purchase
Agreement; No Defaults. Each of the representations
and warranties made by the Company in the Purchase
Agreement is true and correct on and as of the date
hereof to the same extent as if made on and as of the
date hereof except to the extent that such
representations and warranties specifically relate to
an earlier date, in which case they are true and
correct as of such earlier date, and such
representations and warranties are hereby
incorporated by reference as if set forth herein in
full. No event has occurred and is continuing or
will result from the transactions contemplated hereby
which constitutes (or with notice or the passage of
time would constitute) an Event of Default under the
Purchase Agreement as it existed before this
Amendment or as it exists after the effectiveness of
this Amendment, except such as are being waived
pursuant to this Amendment.
(b) Corporate Authority. The execution,
delivery and performance by the Company of this
Amendment (i) is within its corporate powers, (ii)
has been duly authorized by all necessary corporate
action on the part of its Board of Directors and
stockholders, and (iii) does not require the consent,
authorization or approval of, or any registration,
filing or declaration with, any Governmental body or
non-governmental Person, other than NationsBank,
N.A., individually and as Agent under the Credit
Agreement, and DFS.
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(c) Binding Effect. This Amendment is
the legal, valid and binding obligation of the
Company, enforceable against the Company in
accordance with its terms, except as such
enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium,
or other laws relating to or affecting the
enforcement of creditors' rights generally in effect
from time to time and by general principals of
equity.
6. Effect of Amendment. Except as specifically
provided herein, this Amendment does not in any way affect or
impair the terms, conditions and other provisions of the
Purchase Agreement or any of the Notes, or the obligations of
the Company thereunder, and all terms, conditions and other
provisions of the Purchase Agreement, and the Notes shall
remain in full force and effect except to the extent
specifically amended, modified or waived pursuant to the
provisions of this Amendment.
7. Payment of Fees. The Company agrees to pay
all fees, costs and expenses incurred by the Holder in
connection with the negotiation, preparation, execution and
delivery of this Amendment and all other documents executed
pursuant to or in connection herewith, including, without
limitation, the fees and disbursements of Xxxxxx & Xxxxxxx,
special counsel to the Holder, in connection herewith.
8. Counterparts. This Amendment may be executed
in any number of counterparts, each of which shall be deemed
an original, and all of which taken together shall be deemed
to constitute one and the same instrument.
9. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
10. Headings. Section headings are included
herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purposes.
11. Amendments and Modifications. Any term,
covenant, agreement or condition of this Amendment may, with
the consent of the parties hereto, be amended, or compliance
therewith may be waived (either generally or in a particular
instance and either retroactively or prospectively), by one or
more substantially concurrent written instruments signed by
the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first written above.
BTG, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President, CEO
BLUE RIDGE INVESTMENTS, L.L.C.
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: President and Treasurer
