EXHIBIT NO. 10.13
SECOND AMENDMENT
SECOND AMENDMENT (this "Amendment"), dated as of May 8, 2000,
among PENHALL INTERNATIONAL CORP., an Arizona corporation (the "Borrower"), the
lending institutions party to the Credit Agreement referred to below (each a
"Bank" and, collectively, the "Banks"), BANKERS TRUST COMPANY as administrative
agent (the "Administrative Agent") and CREDIT SUISSE FIRST BOSTON as syndication
agent (the "Syndication Agent"). All capitalized terms used herein and not
otherwise defined 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 Banks, the Issuing Banks and the
Administrative Agent are parties to a Credit Agreement, dated as of August 4,
1998 (as amended, modified or supplemented through the date hereof, the "Credit
Agreement");
WHEREAS, the parties hereto wish to amend certain provisions of
the Credit Agreement as herein provided, subject to and on the terms and
conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Section 4.02(A)(e) of the Credit Agreement is hereby amended
by deleting the dollar amount "1,500,000" appearing in clause (z) therein and
inserting the dollar amount "6,000,000" in lieu thereof.
2. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that (i) the representations, warranties
and agreements contained in Article 6 of the Credit Agreement are true and
correct in all material respects on and as of the Second Amendment Effective
Date (as defined in Section 6 of this Amendment and after giving effect thereto)
(it being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date) and (ii) there exists no
Default or Event of Default on the Second Amendment Effective Date, after giving
effect to this Amendment.
3. 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.
4. 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, the Administrative Agent and
each Bank.
5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
6. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when the Borrower and the Required Banks 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 its address for notice provided for in the Credit
Agreement.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
0000 Xxxxxxx Xxx PENHALL INTERNATIONAL CORP.,
XX Xxx 0000 xx Xxxxxxxx
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000 By _____________________________________
Title:
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By _____________________________________
Title:
CREDIT SUISSE FIRST BOSTON
Individually and as Syndication Agent
By _____________________________________
Title:
By _____________________________________
Title:
FLEET CAPITAL CORPORATION
By _____________________________________
Title:
UNION BANK OF CALIFORNIA, N.A.
By _____________________________________
Title:
U.S. BANK NATIONAL ASSOCIATION
By _____________________________________
Title:
