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EXHIBIT 10-M
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
November 20, 1998, is between VERITAS DGC INC., a Delaware corporation
("Borrower"), each of the banks or other lending institutions which are or from
time to time may become parties to the Agreement [hereinafter defined] (such
banks and financial institutions, together with their respective successors and
assigns, the "Banks"), and BANK ONE, TEXAS, N.A. (the "Agent").
RECITALS:
A. The Borrower, the Agent and the Banks entered into that certain Credit
Agreement dated as of July 27, 1998, as amended by First Amendment to Credit
Agreement dated October 23, 1998 (collectively, the "Agreement").
B. Pursuant to the Agreement, Veritas DGC Asia Pacific Ltd., Digicon
(Malaysia) Sdn. Bhd., Euroseis, Inc., Digicon Geophysical Corp., Veritas DGC,
Ltd., Veritas DCG Land Inc., and Veritas Energy Services Partnership
("Guarantors") executed those certain General Continuing Guaranty agreements
dated as of July 27, 1998 (the "Guaranties") pursuant to which the Guarantors
guaranteed to the Agent and the Banks the payment and performance of the
Obligations (as defined in the Agreement).
C. The Borrower, the Agent and the Banks now desire to amend the Agreement
as herein set forth.
NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
Definitions
Section 1.01. Definitions. Capitalized terms used in this Amendment, to the
extent not otherwise defined herein, shall have the meanings given to such terms
in the Agreement, as amended hereby.
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ARTICLE II
Amendments
Section 2.01. Amendment to Recitals. Effective as of the date hereof the
phrase "(subject to a $15,000,000.00 sublimit)" contained in the first recital
to the Agreement is amended to read "(subject to a $25,000,000.00 sublimit)".
Section 2.02. Amendment to Section 3.1(a). Effective as of the date
hereof, the first sentence of Section 3.1(a) of the Agreement shall be amended
to read in its entirety as follows:
Subject to, and upon the terms, conditions, covenants and agreements
contained herein and in the Letter of Credit Agreements, prior to the
Revolving Credit Termination Date, the Issuing Bank agrees to issue
irrevocable standby letters of credit ("Letters of Credit"), in form
satisfactory to the Issuing Bank, for the account of the Borrower or any
Guarantor; provided, however, that the outstanding Letter of Credit
Liabilities shall not at any time exceed the least of (a) $25,000,000, (b)
an amount equal to the aggregate amount of the Revolving Credit Commitments
minus the outstanding Advances, and (c) the Borrowing Base minus the
outstanding Advances.
ARTICLE III
Conditions Precedent
Section 3.01. Conditions. The effectiveness of this Amendment is subject
to the receipt by the Agent of the following in form and substance satisfactory
to the Agent:
(a) Resolutions - Borrower. Resolutions of the Board of Directors of
the Borrower certified by its Secretary or an Assistant Secretary which
authorize the execution, delivery and performance by the Borrower of this
Amendment and the other Loan Documents to which the Borrower is or is to be
a party hereunder.
(b) Incumbency Certificate - Borrower. A certificate of incumbency
certified by the Secretary or an Assistant Secretary of the Borrower
certifying the names and signatures of the officers of the Borrower
authorized to sign this Amendment and each of the other Loan Documents to
which the Borrower is or is to be a party hereunder.
(c) Additional Information. Such additional documents, instruments and
information as the Agent or any Bank may reasonably request.
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Section 3.02. Additional Conditions. The effectiveness of this Amendment
is also subject to the satisfaction of the additional conditions precedent that
(a) the representations and warranties contained herein and in all other Loan
Documents, as amended hereby, shall be true and correct as of the date hereof
as if made on the date hereof, (b) all proceedings, corporate or otherwise,
taken in connection with the transactions contemplated by this Amendment and all
documents, instruments and other legal matters incident thereto shall be
satisfactory to the Agent and each Bank, and (c) no Event of Default shall have
occurred and be continuing and no event or condition shall have occurred that
with the giving of notice or lapse of time or both would be an Event of Default.
ARTICLE IV
Ratifications, Representations, and Warranties
Section 4.01. Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement are ratified and confirmed
and shall continue in full force and effect. The Borrower, the Agent and each
Bank agree that the Agreement as amended hereby shall continue to be the legal,
valid and binding obligation of such Persons enforceable against such Persons
in accordance with its terms.
Section 4.02. Representations, Warranties and Agreements. The Borrower
hereby represents and warrants to the Agent and the Banks that (a) the
execution, delivery, and performance of this Amendment and any and all other
Loan Documents executed or delivered in connection herewith have been authorized
by all requisite corporate action on the part of the Borrower and will not
violate the certificate of incorporation or bylaws of the Borrower, (b) the
representations and warranties contained in the Agreement as amended hereby, and
all other Loan Documents are true and correct on and as of the date hereof as
though made on and as of the date hereof, (c) no Event of Default has occurred
and is continuing and no event or condition has occurred that with the giving of
notice or lapse of time or both would be an Event of Default, (d) the Borrower
is in full compliance with all covenants and agreements contained in the
Agreement as amended hereby, (e) the Borrower is indebted to the Banks pursuant
to the terms of the Revolving Credit Notes, (f) the liens, security interests,
encumbrances and assignments created and evidenced by the Loan Documents are,
respectively, valid and subsisting liens, security interests, encumbrances and
assignments and secure the Revolving Credit Notes, and (g) the Borrower has no
claims, credits, offsets, defenses or counterclaims arising from the Loan
Documents or the Agent's or any Bank's performance under the Loan Documents.
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ARTICLE V
Miscellaneous
Section 5.01. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan
Documents including any Loan Document furnished in connection with this
Amendment shall fully survive the execution and delivery of this Amendment and
the other Loan Documents, and no investigation by the Agent or any Bank or any
closing shall affect the representations and warranties or the right of the
Agent or any Bank to rely on them.
Section 5.02. Reference to Agreement. Each of the Loan Documents, including
the Agreement and any and all other agreements, documents, or instruments now or
hereafter executed and delivered pursuant to the terms hereof or pursuant to the
terms of the Agreement, as amended hereby, are hereby amended so that any
reference in such Loan Documents to the Agreement shall mean a reference to the
Agreement, as amended hereby.
Section 5.03. Expenses of the Agent and the Banks. As provided in the
Agreement, the Borrower agrees to pay on demand all costs and expenses incurred
by the Agent and the Banks in connection with the preparation, negotiation and
execution of this Amendment and the other documents and instruments executed
pursuant hereto and any and all amendments, modifications and supplements
thereto, including, without limitation, the reasonable costs and fees of the
Agent's and the Banks' legal counsel, and all costs and expenses incurred by the
Agent and the Banks in connection with the enforcement or preservation of any
rights under the Agreement, as amended hereby, or any other Loan Document,
including, without limitation, the reasonable costs and fees of the Agent's and
the Banks' legal counsel.
Section 5.04. Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
Section 5.05. Applicable Law. This Amendment and all other Loan Documents
executed pursuant hereto shall be deemed to have been made and to be performable
in Houston, Xxxxxx County, Texas and shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 5.06. Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of the Agent, the Banks and the Borrower and
their respective successors and assigns.
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Section 5.07. Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
Section 5.08. Effect of Waiver. No consent or waiver, express or implied,
by the Agent or any Bank to or for any breach of or deviation from any covenant,
condition or duty by Borrower shall be deemed a consent or waiver to or of any
other breach of the same or any other covenant, condition or duty.
Section 5.09. Headings. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.
Section 5.10. ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS, AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS
AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL PRIOR
COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR
ORAL, RELATING TO THIS AMENDMENT AND THE OTHER INSTRUMENTS, DOCUMENTS AND
AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT, AND MAY NOT
BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL
AGREEMENTS AMONG THE PARTIES HERETO.
Executed as of the date first written above.
BORROWER:
VERITAS DGC INC.
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
Executive Vice President
and Chief Financial Officer
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AGENT:
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BANK ONE, TEXAS, N.A.
By: /s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
Vice President
BANKS:
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BANK ONE, TEXAS, N.A.
By: /s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
Vice President
COMERICA BANK
By: /s/ XXXXXXXX X. XXXXXXXXX, III
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Xxxxxxxx X. Xxxxxxxxx, III
Vice President
BANQUE NATIONALE DE PARIS
By: /s/ XXXXXX XXXX
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Xxxxxx Xxxx
Vice President
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Each of the undersigned Guarantors hereby consents and agrees to this
Amendment and agrees that the General Continuing Guaranty executed by such party
is in full force and effect and shall remain in full force and effect and shall
continue to be the legal, valid and binding obligation of such Guarantor,
enforceable against such Guarantor in accordance with its terms and shall
evidence such Guarantor's guaranty of the Revolving Credit Notes.
DIGICON GEOPHYSICAL CORP.
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
Vice President
DIGICON (MALAYSIA) SDN. BHD.
By:
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Name:
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Title:
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EUROSEIS, INC.
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
Vice President
VERITAS DGC ASIA PACIFIC, LTD.
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
Vice President
VERITAS DGC LAND INC.
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
Vice President
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VERITAS DGC, LTD.
By:
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Xxxxxxxx A.C. Bright
Director
VERITAS ENERGY SERVICES PARTNERSHIP,
by its partners:
VERITAS DGC LAND LTD.
Per:
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Xxxxxxxx X. Xxxxxxxx
Director
VERITAS GEOSERVICES LTD.
Per:
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Xxxxxxxx X. Xxxxxxxx
Director
CANEX INFORMATION SERVICES LTD.
Per:
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Xxxxxxxx X. Xxxxxxxx
Director
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