<PAGE>
EXHIBIT 10.45
FIRST AMENDMENT TO CREDIT AND REIMBURSEMENT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AND REIMBURSEMENT AGREEMENT (the
"Amendment") is made and dated as of the 27th day of March, 2000, by and among
SANWA BANK CALIFORNIA ("Sanwa"), as agent (the "Agent") for the Lenders
referenced below, KEYBANK NATIONAL ASSOCIATION, as Bond L/C Issuing Bank for the
Bond Letter of Credit referred to below (in such capacity, the "Bond L/C Issuing
Bank") and as co-agent (the "Co-Agent"), Sanwa Bank California, as issuing bank
for the Standard Letters of Credit referred to below (the "Standard L/C Issuing
Bank"), the Lenders from time to time party hereto, and ATG INC., a California
corporation (the "Company").
RECITALS
A. The Company, the Agent, the Lenders, the Bond L/C Issuing
Bank and the Standard L/C Issuing Bank entered into a Credit and Reimbursement
Agreement dated as of November 1, 1999 (as amended, modified, or waived, the
"Agreement") pursuant to which the Lenders agreed to extend credit to the
Company on the terms and conditions set forth therein.
B. The Company has requested the Agent, the Lenders, the Bond L/C
Issuing Bank and the Standard L/C Issuing Bank to:
(1) Waive the Events of Default that have occurred as of
December 31, 1999 under the Agreement by reason of (1) the failure of the
Company to have a Current Ratio (as such term and all other capitalized terms
used herein and not otherwise defined are defined in the Agreement) of at least
1.10:1.00 and (2) the failure of the Company to have a Net Funded Debt/EBITDA
Ratio of not more than 3.50:1.00.
(2) Consent to the sale of its headquarters building in Fremont,
California in a sale-leaseback transaction prohibited by Paragraph 12(h) of the
---------------
Agreement and to the incurrence by the Company of up to $15,000,000 of
Subordinated Debt not otherwise permitted by Paragraph 12(b) of the Agreement.
---------------
(3) Temporarily increase the Revolving Credit Limit by
$6,000,000.
(4) Amend the Agreement in certain other respects.
C. The Agent, the Lenders, the Bond L/C Issuing Bank and the
Standard L/C Issuing Bank have agreed to provide such waivers, consents, loans
and amendments on the terms and conditions contained in this Amendment.
NOW, THEREFORE, in consideration of the above Recitals and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:
<PAGE>
AGREEMENT
1. Inducement Representations by the Company and Waivers and
---------------------------------------------------------
Consents.
--------
1(a) Inducement Representations. In addition to the other
--------------------------
representations and warranties contained in this Amendment and the other terms
and provision hereof, to induce the other parties hereto to grant the waivers
and consents requested by the Company and to enter into this Amendment, the
Company hereby represents and warrants as of the Amendment Effective Date (as
such term is defined in Paragraph 3 below):
-----------
(1) As of December 31, 1999, its Current Ratio was
0.71:1.00.
(2) As of December 31, 1999, its Net Funded
Debt/EBITDA Ratio was 4.00:1.00.
(3) Except for the breach of the covenants contained
in Paragraph 12(m) of the Agreement as described in the foregoing clauses (1)
---------------
and (2) (the "Existing Defaults"), no Events of Default or Potential Defaults
have occurred under the Agreement.
(4) The Company (i) has fully and accurately disclosed
to the Agent, the Bond L/C Issuing Bank, the Standard L/C Issuing Bank, and the
Lenders the terms and conditions on which the Company intends to sell its
headquarters building in Fremont, CA and (ii) upon sale of such building, will
cause to be repaid in full all Indebtedness secured, in whole or in part, by a
Lien thereon and all such Liens will be terminated.
(5) The Company (i) has fully and accurately disclosed
to the Agent, the Bond L/C Issuing Bank, the Standard L/C Issuing Bank, and the
Lenders the terms on which the Company intends to incur Subordinated Debt and
(ii) will not incur Subordinated Debt on terms materially less advantageous to
the Lenders than the terms contained in the draft commitment letter to the
Company dated as of February 24, 2000 from Key Mezzanine, a copy of which has
been delivered to each of the Lenders.
1(b) Waiver. As of the Amendment Effective Date and subject
------
to the terms and conditions of this Amendment, the Agent, the Lenders, the Bond
L/C Issuing Bank and the Standard L/C Issuing Bank waive the Existing Defaults.
1(c) Consents. The Agent, the Lenders, the Bond L/C Issuing
--------
Bank and the Standard L/C Issuing Bank (1) consent to the sale of the Company's
headquarters building in Fremont, CA substantially on the terms and conditions
described in Paragraph 1(a)(4) above and (2) consent to the incurrence of
-----------------
Subordinated Debt by the Company in an amount not less than $12,500,000 and not
greater than $15,000,000
<PAGE>
substantially on the terms and conditions described in Paragraph 1(a)(5) above
-----------------
and otherwise on terms and conditions satisfactory to the Agent.
2. Amendments. As of the Amendment Effective Date, the
----------
Agreement is amended as follows:
2(a) Principal Repayment of Revolving Loans from Proceeds of
-------------------------------------------------------
Subordinated Debt. To require the Company to repay outstanding Revolving Loans
-----------------
from the proceeds of Subordinated Debt, Paragraph 2(b) is amended to read as
--------------
follows :
"2(b) Principal Repayment of Revolving Loans. The
---------------------------------------
Company shall (i) finally repay the principal amount of each
Revolving Loan on the Revolving Loan Maturity Date and (ii)
subject to reborrowing in accordance with the other terms
and conditions of this Agreement, upon receipt of Net
Proceeds of Subordinated Debt, repay outstanding Revolving
Loans in an amount equal to such Net Proceeds."
2(b) Conditions to Disbursement of Richland Advances. To add
------------------------------------------------
certain conditions precedent to the disbursement of the Richland Facility
Reserved Amount, the introductory paragraph to Paragraph 9(c) is amended to read
--------------
as follows:
"9(c) Conditions to disbursements of funds from
-----------------------------------------
Disbursement Account. As conditions precedent to
--------------------
disbursement (i) from the Disbursement Account established
in Section 11(m) hereof and (ii) of Richland Facility
Advances to or for the account of the Company, unless waived
by the Lenders, each of the following conditions shall have
been fulfilled to the Agent's satisfaction:"
2(c) Accounts Receivable Aging. To require the Company to
---------------------------
deliver accounts aging reports, Paragraph 11(a) of the Agreement is amended to
---------------
replace the period (.) at the end of Paragraph 11(a)(5) with a semicolon (;) and
------------------
to insert thereafter a new Paragraph 11(a)(6) to read as follows:
------------------
"(6) Within twenty (20) days after the end of each
fiscal quarter, an accounts receivable aging report (in form
and substance satisfactory to the Agent) for the accounts
receivable of the Company and its Subsidiaries as of the end
of such fiscal quarter."
2(d) Capital Expenditures. To increase the Capital
--------------------
Expenditures that the Company may make in fiscal year 2000, to provide for
yearly adjustments thereafter and to require delivery of periodic budgets
therefor, Paragraph 12(i) of the Agreement is amended to read as follows:
---------------
"12(i) Capital Expenditures. Make or commit to make
--------------------
Capital Expenditures in any year in excess of the amount
budgeted therefor as set forth in a budget (which shall be
in form and substance satisfactory to the Agent) which the
Company shall deliver to the Agent at least ninety (90)
<PAGE>
days prior to the beginning of such fiscal year but, in any
event, not in excess of, (i) in fiscal year 2000, (a)
$7,000,000 plus (b) the aggregate amount of Richland
Facility Advances made under this Agreement plus (c) the
principal amount of the proceeds of the Bonds disbursed to
the Company pursuant to the Indenture during such year or
(ii) in any fiscal year thereafter, an amount acceptable to
the Required Lenders."
2(e) Financial Covenants. To modify the financial
-------------------
covenants relating to the Net Funded Debt/EBITDA Ratio, Debt Service Ratio, and
Current Ratio consistent with the waivers contained in this Amendment,
Paragraphs 12 of the Agreement are amended to read as follows:
-------------
"12(m) Financial Covenants. On a consolidated basis,
-------------------
permit (or incur or agree to incur Indebtedness or become
liable in respect of any Contractual Obligation that is
reasonably likely to result in the Company, on a
consolidated basis, permitting):
"(1) As at the end of any fiscal
quarter, the Net Funded Debt/ EBITDA Ratio to exceed
(i) as of March 31, 2000, 4.50: 1.00; (ii) as of June
30, 2000, 4.00:1.00; (iii) as of September 30, 2000,
3.50:1.00; (iv) as of December 31, 2000. March 31,
2001, June 30, 2001, and September 30, 2001, 3.00:1.00;
and (v) as of December 31, 2001 and thereafter,
2.50:1.00.
"(2) As of the end of any fiscal
quarter, the Debt Service Ratio to be less than 1.25:
1.00.
"(3) As of the end of any fiscal
quarter, the Current Ratio to be less than (i) as of
March 31, 2000, 0.70:1.00; (ii) as of June 30, 2000 and
September 30, 2000, 1.10:1.00; and (iii) thereafter,
1.20:1.00.
"(4) At any time, the Tangible Net Worth
to be less than the Company's Tangible Net Worth as at
December 31, 1999 plus, as of the end of each fiscal
year thereafter, Net Profit after Tax plus an amount
equal to Net Proceeds of Equity Securities Issuances."
2(f) Definitions. To (1) temporarily reduce Obligations
-----------
incurred under the Revolving Credit Limit that are included in the definition of
"Current Liabilities," (2) exclude Subordinated Debt from the definition of "Net
Funded Debt," (3) temporarily increase the amount defined as the "Revolving
Credit Limit," and (5) add definitions of "Richland Facility Advance," "Richland
Facility Reserved Amount, " such definitions are amended or added, as
appropriate, to Paragraph 16 of the Agreement to read as follows:
------------
"Current Liabilities shall mean, as of any date of
-------------------
determination, the total liabilities of the Company and its
Subsidiaries, determined on a
<PAGE>
consolidated basis, which would be shown as current
liabilities on a balance sheet prepared in accordance with
GAAP, plus the principal amount of outstanding Revolving
Loans less (a) until and including September 30, 2000,
$6,000,000; (b) from October 1, 2000 through and including
March 31, 2001, $4,000,000; (c) from April 1, 2001 through
and including September 30, 2001, $2,000,000; and (d)
thereafter, $0.00."
"Net Funded Debt' shall mean, as of any date, (i) the sum of
---------------
Funded Debt and the face amount of Standard Letters of
Credit Outstanding minus (ii) Subordinated Debt minus (iii)
the amount then on deposit in the Disbursement Account, the
Sinking Fund Account, and the Excess Cash Account."
"'Revolving Credit Limit' shall mean:
----------------------
"(i) until but not including June 30, 2000,
$24,000,000 and, thereafter, $18,000.000; minus
"(ii) on receipt, an amount equal to 100% of the
Net Proceeds of Subordinated Debt received by the
Company and its Subsidiaries; provided, however,
in no event shall the Revolving Credit Limit be
reduced below $18,000,000 by reason of such Net
Proceeds.
"(iii) any amount by which the Revolving Credit
Limit may be reduced in accordance with the
written request of the Company delivered to the
Agent not less than five (5) Business Days prior
to the proposed effectiveness of such reduction;
provided, that any such reduction shall be in a
minimum amount of $500,000 and in increments of
$500,000 in excess thereof."
"'Richland Facility Advance' shall mean a Revolving Loan
-------------------------
requested by the Company to complete the Project. Revolving
Loans requested by the Company shall be deemed Richland
Facility Advances (and be subject to the additional
conditions precedent to the disbursement thereof provided in
this Agreement) if, after making such Revolving Loans, the
aggregate outstanding Revolving Loans plus Standard Letters
of Credit otherwise would exceed the Revolving Credit Limit
minus the Richland Facility Reserved Amount."
"'Richland Facility Reserved Amount' shall mean One and One
---------------------------------
Half Millions Dollars ($1,500,000) minus the aggregate
amount of Richland Facility Advances made under this
Agreement."
2(g) Interest, Fee and Percentage Share Schedules. To modify
--------------------------------------------
the interest and fees payable by the Company under the Agreement and to modify
the Percentage Shares of the Lenders, Appendix I and Schedule 2 to the Agreement
---------- ----------
are amended to read as set forth on Appendix I and Schedule 2 to this Amendment.
---------- ----------
Such amendment to Appendix I and Schedule 2 shall be effective April 3, 2000.
---------- ----------
<PAGE>
3. Conditions. This Amendment shall not be effective until the date
----------
(the "Amendment Effective Date") that each of the following conditions shall
have been satisfied or waived:
3(a) The Company shall have delivered or shall have had
delivered to the Agent, in form and substance satisfactory to the Agent and its
counsel, each of the following (with sufficient copies for each of the Lenders):
(1) A duly executed copy of this Amendment
(2) A duly executed acknowledgment of this Amendment from
each of the Guarantors;
(3) Such credit applications, financial statements,
authorizations and such information concerning the Company, the Guarantors
and their respective business, operations and condition (financial and
otherwise) as any Lender may reasonably request;
(4) Certified copies of resolutions of the Board of
Directors of the Company approving the execution and delivery of this
Amendment; and
(5) A certificate of the Secretary or Assistant Secretary
of the Company certifying the names and true signatures of the officers of
the Company authorized to sign this Amendment.
(6) An opinion of counsel to the Company and the
Guarantors, in form and substance satisfactory to the Agent, with respect
to the due execution, delivery and enforceability of this Amendment and the
enforceability of the Agreement as amended hereby
3(b) All acts and conditions (including, without limitation,
the obtaining of any necessary regulatory approvals and the making of any
required filings, recordings or registrations) required to be done and
performed and to have happened precedent to the execution, delivery and
performance of this Amendment and to constitute the same legal, valid and
binding obligations, enforceable in accordance with their respective terms,
shall have been done and performed and shall have happened in due and
strict compliance with all applicable laws.
3(c) All documentation, including, without limitation,
documentation for corporate and legal proceedings in connection with the
transactions contemplated by this Amendment shall be satisfactory in form
and substance to the Agent, the Bond L/C Issuing Bank, the Standard L/C
Issuing Bank, the Lenders and their counsel.
3(d) The Company shall have paid to the Agent for the pro
rata account of each of the Lenders a fee equal to $120,000, and all reasonable
out-of pocket
<PAGE>
expenses (including fees and disbursements of counsel) of the Agent incurred in
connection with the preparation and negotiation of this Amendment shall have
been paid.
4. Representations and Warranties of the Company. In addition to the
---------------------------------------------
other representations and warranties of the Company contained in this Amendment,
as an inducement to the Agent, the Bond L/C Issuing Bank, the Standard L/C
Issuing Bank and each Lender to enter into this Amendment, the Company
represents and warrants to the Agent, the Bond L/C Issuing Bank, the Standard
L/C Issuing Bank and each Lender that:
4(a) Financial Condition. The financial statements, dated
-------------------
December 31, 1999, copies of which have heretofore been furnished to each Lender
by the Agent, are complete and correct and present fairly in accordance with
GAAP the financial condition of the Company and its consolidated Subsidiaries at
such dates and the consolidated and consolidating results of their operations
and changes in financial position for the fiscal periods then ended .
4(b) No Change. Since December 31, 1999, there has been no
---------
material adverse change in the business, operations, assets or financial or
other condition of the Company or the Company and its Subsidiaries taken as a
whole.
4(c) Corporate Power; Authorization; Enforceable
-------------------------------------------
Obligations. The Company and each of its Subsidiaries has the corporate power
-----------
and authority and the legal right to execute and deliver this Amendment and to
perform the Agreement as amended hereby and has taken all necessary corporate
action to authorize the execution, delivery and performance of such Loan
Documents. This Amendment duly executed and delivered on behalf of the Company
and each of its Subsidiaries and constitutes the legal, valid and binding
obligation of such Person enforceable against such Person in accordance with its
terms, subject to the effect of applicable bankruptcy and other similar laws
affecting the rights of creditors generally and the effect of equitable
principles whether applied in an action at law or a suit in equity.
4(d) No Legal Bar. The execution, delivery and performance
------------
of this Amendment and the Agreement as amended hereby will not violate any
Requirement of Law or any Contractual Obligation of the Company or any of its
Subsidiaries the violation of which could have a Material Adverse Effect or
result in the creation of any Lien on any assets of the Company or any of its
Subsidiaries.
4(e) Accuracy of Representations in Agreement. As of the
----------------------------------------
Amendment Effective Date, all of the representations and warranties contained in
the Agreement and each of the other Loan Documents are true and correct in all
material respects except to the extent relating solely to an earlier date.
4(f) No Events of Default or Potential Defaults. Except for
------------------------------------------
the Existing Defaults, no Events of Default or Potential Defaults have occurred
under the Agreement.
5. Miscellaneous Provisions.
------------------------
<PAGE>
5(a) Cumulative Rights; Waivers Limited. The rights, powers
----------------------------------
and remedies of the Agent, the Bond L/C Issuing Bank, the Standard L/C Issuing
Bank and the Lenders hereunder are cumulative and in addition to all rights,
power and remedies provided under any and all agreements between the Company and
any of such Persons relating hereto, at law, in equity or otherwise. The waivers
and consents granted by this Amendment are specific and limited to their terms.
Neither such waivers or consents or any delay or failure by the Agent, the Bond
L/C Issuing Bank, the Standard L/C Issuing Bank or the Lenders to exercise any
right, power or remedy shall constitute a waiver of any right, power or
privilege by such Persons (other than as specifically provided in this
Amendment), and no single or partial exercise by any of such Persons of any
right, power or remedy shall preclude other or further exercise thereof or any
exercise of any other rights, powers or remedies.
5(b) Entire Agreement. This Amendment embodies the entire
----------------
agreement and understanding between the parties hereto and supersede all prior
agreements and understandings relating to the subject matter hereof and thereof.
5(c) Survival. All representations, warranties, covenants
--------
and agreements herein contained on the part of the Company shall survive the
termination of this Amendment and shall be effective until the Obligations are
paid and performed in full or longer as expressly provided herein.
5(d) Governing Law. This Amendment shall be governed by and
-------------
construed in accordance with the internal laws of the State of California
without giving effect to its choice of law rules.
5(e) Counterparts. This Amendment may be executed in any
------------
number of counterparts, all of which together shall constitute one agreement.
5(f) Severability. The illegality or unenforceability of
------------
any provision of this Amendment or any instrument or agreement required
hereunder or thereunder shall not in any way affect or impair the legality or
enforceability of the remaining provisions hereof or thereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above written.
ATG INC., a California corporation
By:__________________________________________
Name: Frank Chiu_____________________________
Title: Executive Vice President______________
SANWA BANK CALIFORNIA, as Agent
By___________________________________________
Name: Rochelle F. Dineen_____________________
Title: Vice President________________________
SANWA BANK CALIFORNIA, as
Standard L/C Issuing Bank and a Lender
By___________________________________________
Name: Rochelle F. Dineen_____________________
Title: Vice President________________________
KEYBANK NATIONAL ASSOCIATION,
as Bond L/C Issuing Bank,Co-Agent and a
Lender
By:__________________________________________
Name: Jill Scheuermann_______________________
Title: Vice President________________________
<PAGE>
FIRST BANK OF CALIFORNIA, as a
Lender
By:__________________________________________
Name: Michael G. Barker______________________
Title: Vice President________________________
IMPERIAL BANK, as a Lender
By:__________________________________________
Name: Stephanie Arnold_______________________
Title: Vice President________________________
GENERAL BANK, as a Lender
By:__________________________________________
Name:________________________________________
Title: Vice President________________________
<PAGE>
CONSENT OF GUARANTORS
---------------------
Each of the undersigned Guarantors hereby consents to the execution, delivery
and performance of the foregoing Amendment and the Agreement as amended thereby
and reaffirms its Guaranty of the Obligations as of the Amendment Effective Date
as though such Guaranty were executed and delivered as of such date.
ATG RICHLAND CORPORATION,
a Washington corporation
By:__________________________________________
Name: Frank Chiu_____________________________
Title: Executive Vice President______________
ATG NUCLEAR SERVICES LLC,
a Delaware limited liability company
By:__________________________________________
Name: Frank Chiu_____________________________
Title: Executive Vice President______________
ATG CATALYTICS LLC,
a Delaware limited liability company
By:__________________________________________
Name: Frank Chiu_____________________________
Title: Executive Vice President______________
<PAGE>
APPENDIX I
PRICING SCHEDULE
The LIBOR Spread, Base Rate Spread, Bond Letter of Credit Fee Percentage
and Standard Letter of Credit Fee Percentage shall be calculated according to
the following schedule, beginning on the 181st day after the date of this
Agreement, based on the Net Funded Debt/EBITDA Ratio as set forth in the
Compliance Certificate most recently delivered to the Lenders pursuant to
Paragraph 11(a) of this Agreement.
---------------
If a Compliance Certificate is not delivered in accordance with Paragraph
---------
11(a) of this Agreement, the LIBOR Spread, Base Rate Spread, Bond Letter of
-----
Credit Fee Percentage and Standard Letter of Credit Fee Percentage shall be
calculated according to the following schedule based on the assumption that the
Net Funded Debt/EBITDA Ratio is 4.00 to 1.00 or greater.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
If the Net Funded Debt/EBITDA Ratio The LIBOR Spread The Base Rate The Bond Letter of The Standard Letter
----------------------------------- ---------------- ------------- ------------------ -------------------
is: is: Spread is: Credit Fee of Credit Fee
-- -- --------- ----------- -------------
Percentage is: Percentage is:
------------ --------------
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Equal to or greater than 4.00 to 1.00 3.25% 1.25% 3.25% 2.75%
---------------------------------------------------------------------------------------------------------------------------
Equal to or greater than 3.50 to 3.00% 1.00% 3.00% 2.50%
1.00 but less than 4.00 to 1.00
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Equal to or greater than 3.00 to 2.75% .75% 2.75% 2.25%
1.00 but less than 3.50 to 1.00
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Equal to or greater than 2.50 to 2.50% 0.50% 2.50% 1.50%
1.00 but less than 3.00 to 1.00
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Equal to or greater than 2.00 to 2.25% 0.25% 2.25% 1.75%
1.00 but less than 2.50 to 1.00
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Equal to or greater than 1.50 to 2.00% 0.00% 2,00% 1.50%
1.00 but less than 2.00 to 1.00
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Less than 1.50 to 1.00 1.75% 0.00% 1.75% 1.25%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE 2
(Percentage Shares)
Except in respect of the Revolving Credit Limit, Revolving Loans, Standard
Letters of Credit, Revolving Credit Limit facility fees payable pursuant to
Paragraph 7(b), and Standard Letter of Credit fees payable pursuant to Paragraph
-------------- ---------
7(c)(1), the Percentage Shares of the Lenders shall be:
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<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
LENDER PERCENTAGE SHARE
------ ----------------
-------------------------------------------------------------------------------------
<S> <C>
Sanwa Bank California 26.666666667%
-------------------------------------------------------------------------------------
Key Bank 22.222222222%
-------------------------------------------------------------------------------------
General Bank 18.888888889%
-------------------------------------------------------------------------------------
Imperial Bank 18.888888889%
-------------------------------------------------------------------------------------
First Bank of California 13.333333333%
-------------------------------------------------------------------------------------
</TABLE>
In respect of the Revolving Credit Limit, Revolving Loans, Standard Letters of
Credit, Revolving Credit Limit facility fees payable pursuant to Paragraph 7(b)
and Standard Letter of Credit fees payable pursuant to Paragraph 7(c)(1), the
Percentage Shares of the Lenders shall be:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
LENDER PERCENTAGE SHARE
------ ----------------
------------------------------------------------------------------------------------
<S> <C>
Sanwa Bank California 26.6666667%
------------------------------------------------------------------------------------
Key Bank 22.2222222%
------------------------------------------------------------------------------------
Imperial Bank 18.8888889%
------------------------------------------------------------------------------------
First Bank of California 18.0555555%
------------------------------------------------------------------------------------
General Bank 14.1666667%
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</TABLE>
