EXHIBIT (b)(4)
FORM OF EXECUTION COPY
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement dated as of October 26, 1998
(this "Amendment"), is entered into among International Technology Corporation
(the "Company"), IT Corporation ("ITC"), OHM Corporation ("OHM"), OHM
Remediation Services Corp. ("OHM Remediation") and Beneco Enterprises, Inc.
("Beneco"; together with the Company, ITC, OHM and OHM Remediation, the
"Borrowers") and the Lenders (as defined below) party hereto, and amends the
Credit Agreement dated as of February 25, 1998, as amended and restated as of
June 11, 1998 and as further amended pursuant to the First Amendment to Credit
Agreement dated as of September 16, 1998 (as amended hereby and as the same may
be further amended, supplemented or otherwise modified from time to time, the
"Credit Agreement") entered into among the Borrowers, the institutions from time
to time party thereto as lenders (the "Lenders"), the institutions from time to
time party thereto as issuing banks (the "Issuing Banks"), Citicorp USA, Inc.,
in its capacity as administrative agent for the Lenders and the Issuing Banks
(in such capacity, the "Administrative Agent"), BankBoston, N.A., in its
capacity as documentation agent for the Lenders and the Issuing Banks, and Royal
Bank of Canada and Credit Lyonnais New York Branch, in their respective
capacities as co-agents. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement.
W I T N E S S E T H:
--------------------
WHEREAS, the Company has informed the Administrative Agent that the
Company intends to acquire all of the issued and outstanding shares of the
common stock of a target company previously identified to the Administrative
Agent (the "Target") in a two step transaction for a purchase price of
approximately $69,500,000 (the "GTI Acquisition");
WHEREAS, the terms of the GTI Acquisition would be set forth in a
definitive merger agreement and would provide for a cash tender offer (the
"Tender Offer") for all outstanding shares of the common stock of the Target
(the "Shares") at a purchase price of $8.25 per Share, subject to the condition
that the Company acquire at least 50% of the voting power of the Target upon the
closing of the Tender Offer;
WHEREAS, following the consummation of the Tender Offer the Target
would be merged into a wholly-owned Subsidiary of the Company ("GTI Merger
Subsidiary"), with the Target being the surviving corporation (the "GTI
Merger");
WHEREAS, with respect to the GTI Acquisition and the transactions
contemplated thereby the Company has, among other things, requested the
Requisite Lenders, by amending the Credit Agreement or by otherwise providing
their consent, (i) to agree that, in determining whether the Company is in
compliance with clause (c) of the definition of Permitted Acquisition, the
average Revolving Credit Availability for the 60 days prior to the consummation
of the GTI Acquisition will be determined as if the Revolving Credit Commitments
were $185,000,000 for the entire period in question, (ii) to waive compliance
with (x) any requirement
in the definition of Permitted Acquisition that the GTI Merger Subsidiary be the
surviving corporation in its merger with the Target in order for the GTI
Acquisition to constitute a Permitted Acquisition and (y) clause (e) of the
definition of Permitted Acquisition in respect of the GTI Acquisition, and (iii)
to amend certain financial covenants contained in Article X of the Credit
Agreement;
WHEREAS, pursuant to Section 13.07(b) of the Credit Agreement, the
consent of the Requisite Lenders is required to modify the Credit Agreement as
requested by the Company;
NOW, THEREFORE, in consideration of the above premises, the Borrowers
and the Lenders party hereto agree as follows:
SECTION 1. Amendment to the Credit Agreement. The Credit Agreement
---------------------------------
is, effective as of the Amendment Effective Date (as defined below), hereby
amended as follows:
(a) Sections 10.01 and 10.02 of the Credit Agreement are amended in
their entirety to read as follows:
10.01 Minimum Consolidated Net Worth. The Company and its
------------------------------
Subsidiaries shall maintain a Consolidated Net Worth at all times during
each period set forth below (commencing on the beginning of the first day
of such period through the end of the last day of such period) in an amount
not less than the minimum amount set forth opposite such period below:
Period Minimum
------ -------
The Merger Funding Date to the last day of the First Fiscal $210,000,000
Quarter of Fiscal Year 1999
The last day of the First Fiscal Quarter of Fiscal Year 1999 $213,600,000
to the last day of the Second Fiscal Quarter of Fiscal Year
1999
The last day of the Second Fiscal Quarter of Fiscal Year $217,300,000
1999 to the last day of the Third Fiscal Quarter of Fiscal
Year 1999
The last day of the Third Fiscal Quarter of Fiscal Year 1999 $222,800,000
to the last day of the Fourth Fiscal Quarter of Fiscal Year
1999
The last day of the Fourth Fiscal Quarter of Fiscal Year $228,200,000
1999 to the last day of the First Fiscal Quarter of Fiscal
Year 2000
-2-
Period Minimum
------ -------
The last day of the First Fiscal Quarter of Fiscal Year 2000 $232,300,000
to the last day of the Second Fiscal Quarter of Fiscal Year
2000
The last day of the Second Fiscal Quarter of the Fiscal Year $236,400,000
2000 to the last day of the Third Fiscal Quarter of Fiscal
Year 2000
The last day of the Third Fiscal Quarter of the Fiscal Year $242,500,000
2000 to the last day of the Fourth Fiscal Quarter of Fiscal
Year 2000
The last day of the Fourth Fiscal Quarter of Fiscal Year $248,600,000
2000 to the last day of the First Fiscal Quarter of Fiscal
Year 2001
The last day of the First Fiscal Quarter of Fiscal Year 2001 $253,700,000
to the last day of the Second Fiscal Quarter of Fiscal Year
2001
The last day of the Second Fiscal Quarter of the Fiscal Year $258,800,000
2001 to the last day of the Third Fiscal Quarter of Fiscal
Year 2001
The last day of the Third Fiscal Quarter of the Fiscal Year $266,500,000
2001 to the last day of the Fourth Fiscal Quarter of Fiscal
Year 2001
The last day of the Fourth Fiscal Quarter of Fiscal Year $274,200,000
2001 to the last day of the First Fiscal Quarter of Fiscal
Year 2002
The last day of the First Fiscal Quarter of Fiscal Year 2002 $280,600,000
to the last day of the Second Fiscal Quarter of Fiscal Year
2002
The last day of the Second Fiscal Quarter of the Fiscal Year $286,900,000
2002 to the last day of the Third Fiscal Quarter of Fiscal
Year 2002
The last day of the Third Fiscal Quarter of the Fiscal Year $296,400,000
2002 to the last day of the Fourth Fiscal Quarter of Fiscal
-3-
Period Minimum
------ -------
Year 2002
The last day of the Fourth Fiscal Quarter of Fiscal Year $306,000,000
2002 to the last day of the First Fiscal Quarter of Fiscal
Year 2003
The last day of the First Fiscal Quarter of Fiscal Year 2003 $313,600,000
to the last day of the Second Fiscal Quarter of Fiscal Year
2003
The last day of the Second Fiscal Quarter of Fiscal Year $321,300,000
2003 to the last day of the Third Fiscal Quarter of Fiscal
Year 2003
The last day of the Third Fiscal Quarter of Fiscal Year 2003 $332,800,000
to the last day of the Fourth Fiscal Quarter of Fiscal Year
2003
The last day of the Fourth Fiscal Quarter of Fiscal Year $344,300,000
2003 to the last day of the First Quarter of Fiscal Year
2004
The last day of the First Fiscal Quarter of Fiscal Year 2004 $352,600,000
to the last day of the Second Fiscal Quarter of Fiscal Year
2004
The last day of the Second Fiscal Quarter of the Fiscal Year $360,900,000
2004 to the last day of the Third Fiscal Quarter of Fiscal
Year 2004
The last day of the Third Fiscal Quarter of Fiscal Year 2004 $373,400,000
to the last day of the Fourth Fiscal Quarter of Fiscal Year
2004
The last day of the Fourth Fiscal Quarter of Fiscal Year $385,800,000
2004 to the last day of the First Fiscal Quarter of Fiscal
Year 2005
The last day of the First Fiscal Quarter of Fiscal Year 2005 $395,700,000
to the last day of the Second Fiscal Quarter of Fiscal Year
2005
The last day of the Second Fiscal Quarter of Fiscal Year $405,500,000
2005 to the last day of the Third Fiscal Quarter of Fiscal
-4-
Period Minimum
------ -------
Year 2005
The last day of the Third Fiscal Quarter of the Fiscal Year
2005 to the last day of the Fourth Fiscal Quarter of Fiscal $420,300,000
Year 2005
The last day of the Fourth Fiscal Quarter of Fiscal Year $435,000,000
2005 to the last day of the First Fiscal Quarter of Fiscal
Year 2006
From and after the last day of the First Fiscal Quarter of $437,900,000
Fiscal Year 2006
10.02 Minimum Fixed Charge Coverage Ratio. The Company and its
-----------------------------------
Subsidiaries shall maintain a Fixed Charge Coverage Ratio on a consolidated
basis, as determined as of the end of the last day of each fiscal quarter
occurring after the Merger Funding Date set forth below, for the four
fiscal quarter period (or, if the period from July 1, 1998 to such day is
less than four full fiscal quarters, such two or three quarter period, as
applicable) ending on such day, of at least the minimum ratio set forth
opposite such period:
Fiscal Quarter Minimum Ratio
-------------- -------------
Fourth Fiscal Quarter of Fiscal Year 1998 1.05 to 1.0
First Fiscal Quarter of Fiscal Year 1999 1.40 to 1.0
Second Fiscal Quarter of Fiscal Year 1999 1.50 to 1.0
Third Fiscal Quarter of Fiscal Year 1999 1.50 to 1.0
Fourth Fiscal Quarter of Fiscal Year 1999 1.60 to 1.0
First Fiscal Quarter of Fiscal Year 2000 1.50 to 1.0
Second Fiscal Quarter of Fiscal Year 2000 1.50 to 1.0
Third Fiscal Quarter of Fiscal Year 2000 1.50 to 1.0
Fourth Fiscal Quarter of Fiscal Year 2000 1.60 to 1.0
First Fiscal Quarter of Fiscal Year 2001 1.70 to 1.0
Second Fiscal Quarter of Fiscal Year 2001 1.80 to 1.0
Third Fiscal Quarter of Fiscal Year 2001 1.80 to 1.0
Fourth Fiscal Quarter of Fiscal Year 2001 1.90 to 1.0
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Fiscal Quarter Minimum Ratio
-------------- -------------
First Fiscal Quarter of Fiscal Year 2002 through 1.90 to 1.0
the Fourth Fiscal Quarter of Fiscal Year 2003
First Fiscal Quarter of Fiscal Year 2004 2.00 to 1.0
Second Fiscal Quarter of Fiscal Year 2004 2.00 to 1.0
Third Fiscal Quarter of Fiscal Year 2004 and each 1.00 to 1.0
Fiscal Quarter thereafter
(b) Section 10.04 of the Credit Agreement is amended in its
entirety to read as follows:
10.04 Maximum Leverage Ratio. The Company and its Subsidiaries
----------------------
shall maintain a Leverage Ratio on a consolidated basis, as determined as
of the end of the last day of each fiscal quarter set forth below for the
four fiscal quarter period (or, if the period from July 1, 1998 to such day
is less than four fiscal quarters, such two or three quarter period, as
applicable) ending on such day (commencing on the beginning of the first
day of such period through the end of the last day of such period) of not
more than the maximum ratio set forth opposite such period:
Fiscal Quarter Maximum Ratio
-------------- -------------
Fourth Fiscal Quarter of Fiscal Year 1998 5.20 to 1.0
First Fiscal Quarter of Fiscal Year 1999 4.40 to 1.0
Second Fiscal Quarter of Fiscal Year 1999 4.00 to 1.0
Third Fiscal Quarter of Fiscal Year 1999 3.50 to 1.0
Fourth Fiscal Quarter of Fiscal Year 1999 3.10 to 1.0
First Fiscal Quarter of Fiscal Year 2000 3.00 to 1.0
Second Fiscal Quarter of Fiscal Year 2000 2.80 to 1.0
Third Fiscal Quarter of Fiscal Year 2000 2.70 to 1.0
Fourth Fiscal Quarter of Fiscal Year 2000 2.60 to 1.0
First Fiscal Quarter of Fiscal Year 2001 and each Fiscal 2.50 to 1.0
Quarter thereafter
provided, however, that in the event a Permitted Acquisition shall have been
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consummated during any above-referenced two, three or four fiscal quarter
periods, the Leverage Ratio shall be calculated including, on an historical, pro
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forma consolidated basis giving effect to the subject Permitted Acquisition for
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such fiscal quarter period.
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SECTION 2. Consents. The Lenders party hereto, constituting the
--------
Requisite Lenders, hereby (i) agree that, in determining whether the Company is
in compliance with clause (c) of the definition of Permitted Acquisition in
connection with the GTI Acquisition, the average Revolving Credit Availability
for the 60 days prior to the consummation of the GTI Acquisition will be
determined as if the Revolving Credit Commitments were $185,000,000 for the
entire period in question, and (ii) waive compliance with (x) any requirement in
the definition of Permitted Acquisition that the GTI Merger Subsidiary be the
surviving corporation in its merger with the Target in order for the GTI
Acquisition to constitute a Permitted Acquisition and (y) clause (e) of the
definition of Permitted Acquisition in respect of the GTI Acquisition (it being
understood and agreed that, with respect to the GTI Acquisition, the Borrowers
shall otherwise comply with all other requirements for a Permitted Acquisition
on or prior to the consummation of the GTI Acquisition).
SECTION 3. Conditions Precedent to the Effectiveness of this
-------------------------------------------------
Amendment.
---------
(a) This Amendment shall become effective as of the date hereof on
the date (the "Amendment Effective Date") when the following conditions
precedent have been satisfied:
(i) Certain Documents. The Administrative Agent shall have
-----------------
received on or before the Amendment Effective Date all of the following,
all of which shall be in form and substance satisfactory to the
Administrative Agent, in sufficient originally executed copies for each of
the Lenders:
(A) this Amendment executed by the Borrowers and Lenders
constituting the Requisite Lenders;
(B) an Acknowledgment substantially in the form of Exhibit A
attached hereto executed by each Subsidiary Guarantor;
(C) an execution copy of the merger agreement for the GTI
Acquisition (the "GTI Merger Agreement");
(D) such additional documentation as the Agents or the
Requisite Lenders may reasonably require.
(ii) Representations and Warranties. Each of the
------------------------------
representations and warranties made by the Borrowers or the Subsidiary
Guarantors in or pursuant to the Credit Agreement, as amended by this
Amendment, and the other Loan Documents to which the Borrowers or any of
the Guarantors is a party or by which the Borrowers or any of the
Subsidiary Guarantors is bound, shall be true and correct in all material
respects on and as of the Amendment Effective Date (other than
representations and warranties in any such Loan Document which expressly
speak as of a different date).
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(iii) Corporate and Other Proceedings. All corporate and other
-------------------------------
proceedings, and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Amendment shall be
satisfactory in all respects in form and substance to the Administrative
Agent and the Revolving Credit Lenders.
(iv) No Events of Default. No Event of Default or Default shall
--------------------
have occurred and be continuing on the Amendment Effective Date.
(v) Fees Paid. On the Amendment Effective Date the Borrowers
---------
shall have paid (i) to each Lender that has executed this Amendment prior
to 5 p.m. (New York time) on October 26, 1998, an amendment fee equal to
fifteen basis points (0.15%) of such Lender's outstanding Term Loans and
Revolving Credit Commitments; provided, however, in the event the Requisite
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Lenders have not executed this Amendment by 5 p.m. (New York time) on
October 26, 1998, then the Borrowers shall have paid each additional Lender
that has executed this Amendment after 5 p.m. (New York time) on October
26, 1998 but prior to 5 p.m. (New York time) on October 28, 1998 an
amendment fee equal to ten basis points (0.10%) of such Lender's
outstanding Term Loans and Revolving Credit Commitments, and (ii) to the
Administrative Agent the fees set forth in that certain fee letter of even
date herewith.
(b) Notwithstanding anything herein to the contrary, this Amendment
shall cease to be effective (and the Revolving Loans shall not be permitted to
be used for the purpose of funding the purchase of Shares in the Tender Offer)
if any of the following conditions shall not have been satisfied on or prior to
the date of the consummation of the purchase of Shares in the Tender Offer:
(i) the Revolving Credit Availability on the date of such
purchase (after giving effect to the purchase of Shares accepted for
payment in the Tender Offer and the payment of transaction costs related
thereto paid on or prior to such date), shall not be less than $25,000,000
plus an amount equal to the sum of (A) $8.25 multiplied by the number of
----
issued and outstanding Shares that were not purchased in the Tender Offer
and (B) transaction costs related to the GTI Acquisition that were not paid
on or prior to the funding of the Tender Offer (such sum being the "GTI
Merger Amount");
(ii) (A) the consideration paid to the shareholders of the Target
(after giving effect to the purchase of the Shares in the Tender Offer)
shall not exceed an amount equal to the lesser of (I) $69,500,000 and (II)
$8.25 multiplied by the number of issued and outstanding Shares that were
accepted for payment and purchased in the Tender Offer and (B) the
transaction costs incurred in connection with the GTI Acquisition shall not
exceed $2,000,000;
(iii) the Target will have at least $15,000,000 of cash and
marketable securities on its balance sheet as of the date of such purchase;
-8-
(iv) the number of Shares accepted for payment in the Tender
Offer by the Company shall be equal to no less than the minimum number of
shares, determined on a fully diluted basis, necessary to approve the
consummation of the GTI Merger in accordance with the provisions of any
applicable corporate statute, anti-takeover statute or provision in the
Target's certificate of incorporation, by-laws, etc.;
(v) the Board of Directors of the Target shall have published
its recommendation that the shareholders of the Target tender their Shares
pursuant to the Tender Offer, and such recommendation shall not have been
withdrawn or adversely modified;
(vi) all documentation and other requirements set forth in the
definition of "Permitted Acquisition" (to the extent not waived in this
Amendment) shall have been satisfied with respect to the purchase of the
Shares in the Tender Offer; and
(vii) no Event of Default or Default shall have occurred and be
continuing on the date of the purchase of the Shares in the Tender Offer or
would result from the consummation of such purchase.
(c) The Company agrees that the following conditions shall have
been met on or prior to the date of the consummation of the GTI Merger and that
the failure to meet any of the following conditions shall constitute an Event of
Default:
(i) (A) the consideration paid to the shareholders of the Target
(after giving effect to the purchase of the Shares in the Tender Offer and
the GTI Merger) shall not exceed $69,500,000 and (B) the transaction costs
incurred in connection with the GTI Acquisition shall not exceed
$2,000,000;
(ii) at least $15,000,000 of Target's cash will be used to pay a
portion of the purchase price for the GTI Acquisition (or to repay
Revolving Loans used to purchase Shares in the Tender Offer);
(iii) all documentation and other requirements set forth in the
definition of "Permitted Acquisition" (to the extent not waived in this
Amendment) shall have been satisfied with respect to the GTI Merger;
(iv) all conditions precedent to the GTI Merger contained in the
merger agreement for the GTI Acquisition shall have been satisfied (or
waived with the consent of the Requisite Lenders);
(v) the GTI Merger shall have been consummated no later than
February 15, 1999; and
(vi) no Event of Default or Default shall have occurred and be
continuing on the date of the consummation of the GTI Merger or would
result from the consummation of the GTI Merger.
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SECTION 4. Covenants. The Company agrees that it will not amend,
---------
supplement or otherwise modify the GTI Merger Agreement, except for amendments,
waivers or modifications of such terms that do not change the substance of such
agreement in any material respect and do not, in the aggregate, materially and
adversely affect the interests of the Agents and the Lenders in the Loans, the
Loan Documents or the Collateral. The Borrowers agree that during the period
beginning on the date of the funding of the Tender Offer and through the
consummation of the GTI Merger, there shall be in effect an Availability Reserve
in an amount equal to the GTI Merger Amount (which reserve shall be abated to
the extent of any transaction costs related to the GTI Acquisition paid during
such period, the aggregate amount of which shall not exceed $2,000,000).
SECTION 5. Representations and Warranties. Each Borrower hereby
------------------------------
represents and warrants to the Lenders that (a) as of the date hereof no Event
of Default or Default under the Credit Agreement shall have occurred and be
continuing and (b) all of the representations and warranties of such Borrower
contained in Section 6.01 of the Credit Agreement and in any other Loan Document
continue to be true and correct as of the date of execution hereof in all
material respects, as though made on and as of such date (other than
representations and warranties in any such Loan Document which expressly speak
as of a different date). In addition, the Company hereby represents, warrants
and covenants to the Lenders that, after giving effect to this Amendment,
consummation of the GTI Acquisition will constitute a Permitted Acquisition.
SECTION 6. Reference to and Effect on the Loan Documents.
---------------------------------------------
(a) Upon the effectiveness of this Amendment, on and after the date
hereof, each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import, and each reference in the other Loan Documents
to the Credit Agreement, shall mean and be a reference to the Credit Agreement
as amended hereby.
(b) Except as specifically amended above, all of the terms of the
Credit Agreement and all other Loan Documents shall remain unchanged and in full
force and effect.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender, any Issuing Bank or the Administrative Agent
under the Credit Agreement or any of the Loan Documents, nor constitute a waiver
of any provision of the Credit Agreement or any of the Loan Documents.
SECTION 7. Fees, Costs and Expenses.
------------------------
(a) The Borrowers agree to pay on demand in accordance with the terms
of Section 13.02 of the Credit Agreement all costs and expenses of the
Administrative Agent in connection with the preparation, reproduction, execution
and delivery of this Amendment and all other Loan Documents entered into in
connection herewith, including the reasonable fees and out-of-pocket expenses of
counsel for the Administrative Agent with respect thereto.
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(b) On the Amendment Effective Date the Borrowers agree to pay
the fees set forth in Section 3(a)(v) of this Amendment.
SECTION 8. Execution in Counterparts. This Amendment may be executed
-------------------------
and delivered in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original and all of which taken together shall constitute one and the
same original agreement.
SECTION 9. Affirmation of Borrower Guaranties. Each of the Borrowers
----------------------------------
hereby consents to the terms of this Amendment in its capacity as a guarantor
under the Borrower Guaranty to which it is a party and agrees that the terms of
this Amendment shall not affect in any way its obligations and liabilities under
its Borrower Guaranty or any other Loan Document to which it is a party, all of
which obligations and liabilities shall remain in full force and effect and each
of which is hereby reaffirmed.
SECTION 10. Governing Law. This Amendment shall be interpreted, and
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the rights and liabilities of the parties determined, in accordance with the
internal law of the State of New York.
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IN WITNESS WHEREOF, this Amendment has been duly executed on the date set forth
above.
INTERNATIONAL TECHNOLOGY
CORPORATION
By____________________________
Name:
Title:
IT CORPORATION
By____________________________
Name:
Title:
OHM CORPORATION
By____________________________
Name:
Title:
OHM REMEDIATION SERVICES CORP.
By____________________________
Name:
Title:
BENECO ENTERPRISES, INC.
By____________________________
Name:
Title:
CITICORP USA, INC.,
By____________________________
Name:
Title:
BANKBOSTON, N.A.
By:____________________________
Name:
Title:
ROYAL BANK OF CANADA
By:____________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:____________________________
Name:
Title:
BHF BANK AKTIENGESELLSCHAFT
By:____________________________
Name:
Title:
UNION BANK OF CALIFORNIA
By:____________________________
Name:
Title:
SOCIETE GENERALE
By:____________________________
Name:
Title:
SANWA BUSINESS CREDIT CORPORATION
By:____________________________
Name:
Title:
COMERICA BANK
By:____________________________
Name:
Title:
FLEET BANK, N.A.
By:____________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By:____________________________
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By:____________________________
Name:
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:____________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By:____________________________
Name:
Title:
BANCO ESPIRITO SANTO E COMERCIAL DE
LISBOA, NASSAU BRANCH
By:____________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:____________________________
Name:
Title:
BANK POLSKA KASA OPIEKI S.A., PEKAO
S.A. GROUP, NEW YORK BRANCH
By:____________________________
Name:
Title:
EXHIBIT A
ACKNOWLEDGMENT
--------------
Reference is hereby made to the Subsidiary Guaranties (as defined in
the Credit Agreement) to which each of the undersigned is a party. Each of the
undersigned hereby consents to the terms of the foregoing Second Amendment to
Credit Agreement and agrees that the terms thereof shall not affect in any way
its obligations and liabilities under the undersigned's Subsidiary Guaranty or
any other Loan Document, all of which obligations and liabilities shall remain
in full force and effect and each of which is hereby reaffirmed.
GRADIENT CORPORATION
By____________________________
Title:
IT-TULSA HOLDINGS, INC.
By____________________________
Title:
IT E&C OPERATIONS, INC.
By____________________________
Title:
PACIFIC ENVIRONMENTAL GROUP, INC.
By____________________________
Title:
UNIVERSAL PROFESSIONAL INSURANCE
COMPANY
By____________________________
Title:
