AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENT
Exhibit 4.1
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENT
This AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is entered
into and effective as of November 20, 2006, by and among Xxxxx Xxxxxxxxxxx Company, a Delaware
corporation (Borrower) and LaSalle Bank National Association (LaSalle), as Administrative Agent,
and LaSalle and the other lenders a party hereto, as Lenders.
Recitals:
| A. | Borrower, Administrative Agent and Lenders are party to that certain Amended and Restated Loan Agreement dated as of September 28, 2005, as amended by Amendment No. 1 to Amended and Restated Loan Agreement, dated as of June 16, 2006 (as amended from time to time, the “Loan Agreement”). |
| B. | Administrative Agent, the Lenders and Borrower have agreed to the provisions set forth herein on the terms and conditions contained herein. |
Agreement
Therefore, in consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, Borrower, Administrative Agent and
the Lenders hereby agree as follows:
1. Definitions. All references to the “Agreement” or the “Loan Agreement” in the Loan Agreement,
any of the other Loan Documents, and in this Amendment shall be deemed to be references to the
Loan Agreement as it may be amended, restated, extended, renewed, replaced, or otherwise modified
from time to time. Capitalized terms used and not otherwise defined herein have the meanings
given them in the Loan Agreement.
2. Effectiveness of Agreement. This Amendment shall become effective as of the date first written
above, but only if this Amendment has been executed by Borrower, Administrative Agent and the
Lenders, and only if all of the documents listed on Exhibit A to this Amendment have been
delivered and, as applicable, executed, sealed, attested, acknowledged, certified, or
authenticated, each in form and substance satisfactory to Administrative Agent and the Lenders.
3. Unused Fee Rate, Base Rate Margins and LIBOR Margins. Effective on the date of this Amendment
with respect to any Advances made on or after the date hereof, subject to the terms of the Loan
Agreement (including, Section 4.6 thereof), until receipt of the Financial Statements for the
Fiscal Quarter ending October 31, 2006, the Base Rate Margin and LIBOR Margin shall be set at
Level III. Effective on the date of this Amendment with respect to the Revolving Loan Unused Fee,
subject to the terms of the Loan Agreement (including, Section 4.6 thereof), until receipt of the
Financial Statements for the Fiscal Quarter ending October 31, 2006, the Unused Fee Rate shall be
set at Level III.
4. Amendments.
4.1. Increase in Revolving Commitment. The first sentence of Section 3.1.1 of the Loan
Agreement is deleted and replaced with the following:
“Subject to the limitations in Section 3.1.3 and elsewhere herein, each Lender commits to
make available to Borrower, from the Effective Date to the Revolving Loan Maturity Date,
such
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Lender’s pro-rata share (as listed on Exhibit 3 hereto) of an Aggregate Revolving
Loan Commitment of Two Hundred Million Dollars ($200,000,000.00), by funding such Lender’s
pro-rata share of Revolving Loan Advances made from time to time by Administrative Agent
as provided herein.”
4.2. Increase in Revolving Commitment. The first sentence of Section 3.1.2 of the Loan
Agreement is deleted and replaced with the following:
“Borrower may, at its option at any time and from time to time on or before the third
annual anniversary of the Second Amendment Date, seek to increase the Aggregate Revolving
Loan Commitment by up to an aggregate amount not exceeding Fifty Million Dollars
($50,000,000) (resulting in a maximum Aggregate Revolving Loan Commitment of Two Hundred
Fifty Million Dollars ($250,000,000)) upon written notice to the Administrative Agent,
which notice shall specify the amount of any such incremental increase (which shall not be
less than $10,000,000 and in $5,000,000 increments in excess thereof) and shall be
delivered at a time when no Default or Event of Default has occurred and is continuing.”
4.3. Limitations on Swingline Advances. The last sentence of Section 3.2.2 of the Loan
Agreement is deleted and replaced with the following:
“The Maximum Swingline Amount on any date shall be a Dollar amount equal to the lesser of
(i) $10,000,000 or (ii) an amount equal to (a) the Aggregate Revolving Loan Commitment,
minus (b) the sum of (i) the Letter of Credit Exposure and (ii) the Aggregate Revolving
Loan immediately prior to the making of such Swingline Advance.”
4.4. Swingline Note. The first sentence of Section 3.2.3 of the Loan Agreement is deleted
and replaced with the following:
“The obligation of Borrower to repay the Swingline Loan shall be evidenced by a promissory
note payable to the order of Administrative Agent in a maximum principal amount of
$10,000,000 and otherwise in substantially the form of Exhibit 3.2.3 attached hereto.”
4.5. Letter of Credit Commitment. The second sentence of Section 3.3 of the Loan Agreement
is deleted and replaced with the following:
“Letter of Credit Issuer commits to issue standby letters of credit and commercial
(documentary) letters of credit for the account of Borrower from time to time from the
Effective Date to the Revolving Loan Maturity Date, but only if the Letter of Credit
Exposure will not as a result of such issuance exceed the lesser of (i) $35,000,000 and
(ii) an amount equal to the difference between (a) the Aggregate Revolving Loan
Commitment, and (b) the Aggregate Revolving Loan plus the Swingline Loan.”
4.6. Base Rate Margins and LIBOR Margins. The table in Section 4.6 of the Loan Agreement is
deleted in its entirety and replaced with the following:
{remainder of this page intentionally left blank}
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| “If the ratio of Borrower’s Total Funded | ||||||||||||||||
| Indebtedness to EBITDA (for the four fiscal | LIBOR | Base Rate | Unused | Reference | ||||||||||||
| quarter period of Borrower most recently ended) is | Margin | Margin | Fee Rate | Level | ||||||||||||
greater than or equal to 3.00 to 1.00 |
2.00 | % | 0.50 | % | 0.375 | % | I | |||||||||
greater than or equal to 2.50 to 1.00 but less than 3.00
to 1.00 |
1.75 | % | 0.25 | % | 0.300 | % | II | |||||||||
greater than or equal to 2.00 to 1.00 but less than 2.50
to 1.00 |
1.50 | % | 0.00 | % | 0.250 | % | III | |||||||||
greater than or equal to 1.50 to 1.00 but less than 2.00
to 1.00 |
1.25 | % | 0.00 | % | 0.200 | % | IV | |||||||||
greater than or equal to 1.00 to 1.00 but less than 1.50
to 1.00 |
1.00 | % | 0.00 | % | 0.175 | % | V | |||||||||
less than 1.00 to 1.00 |
0.75 | % | 0.00 | % | 0.150 | % | VI” | |||||||||
4.7. Maturity Date. Section 6.1.2 of the Loan Agreement is deleted in its entirety and
replaced with the following:
“6.1.2. Principal. Borrower shall repay the entire amount of the Aggregate Revolving Loan
as then outstanding on November 15, 2011 (the Revolving Loan Maturity Date), and Borrower
shall repay the entire amount of the Swingline Loan on demand, or if no demand is made, on
the Revolving Loan Maturity Date.”
4.8. 7.8. Restriction on Number of Eurodollar Loans. Section 7.8 of the Loan Agreement is
deleted in its entirety and replaced with the following:
“7.8. Restriction on Number of Eurodollar Loans. No more than eight (8) LIBOR Loans with
different Interest Periods may be outstanding at any one time.”
4.9. Authorization. Section 10.2 of the Loan Agreement is deleted in its entirety and
replaced with the following:
“10.2. Authorization. Each Covered Person is duly authorized to execute and perform every
Loan Document, Current Acquisition Document and AWSU Acquisition Document to which such
Covered Person is a party, and Borrower is duly authorized to borrow hereunder, and this
Agreement, the other Loan Documents, the Current Acquisition Documents, and the AWSU
Acquisition Documents have been duly authorized by all requisite corporate or membership
action (in the case of limited liability companies) of each Covered Person. No consent,
approval or authorization of, or declaration or filing with, any Governmental Authority,
and no consent of any other Person, is required in connection with Borrower’s execution,
delivery or performance of this Agreement, the other Loan Documents, the Current
Acquisition Documents, and the AWSU Acquisition Documents except for those already duly
obtained. No consent, approval or authorization of, or declaration or filing with, any
Governmental Authority, and no consent of any other Person, is required in connection with
Borrower’s execution, delivery or performance of the Current Acquisition Documents or the
AWSU Acquisition Documents, except for (i) those already duly obtained, (ii) the filing
with the appropriate Governmental Authorities of the certificates of merger to effectuate
the Current Acquisition (which shall be filed on the Effective
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Date) and as more specifically set forth in Section 12.22, (iii) the recordation of any
certificates of merger with any local Governmental Authorities to evidence the proper
chain of title, and (iv) any filings required to effectuate the change of name of American
Water Services Underground Infrastructure Group, Inc. to Inliner American, Inc. which
shall occur on the Second Amendment Date. The Company shall provide copies of all relevant
filed documents relating to the name change of American Water Services Underground
Infrastructure Group, Inc. to Inliner American, Inc. within thirty (30) days following
such name change.”
4.10. Due Execution. Section 10.3 of the Loan Agreement is deleted in its entirety and
replaced with the following:
“10.3. Due Execution. Each of the Loan Documents, each of the Current Acquisition
Documents, and each of the AWSU Acquisition Documents to which a Covered Person is a party
has been executed on behalf of such Covered Person by a Person duly authorized to do so.”
4.11. Enforceability of Obligations. Section 10.4 of the Loan Agreement is deleted in its
entirety and replaced with the following:
“10.4. Enforceability of Obligations. Each of the Loan Documents, each of the Current
Acquisition Documents, and each of the AWSU Acquisitions Documents to which a Covered
Person is a party constitutes the legal, valid and binding obligation of such Covered
Person, enforceable against such Covered Person in accordance with its terms, except to
the extent that the enforceability thereof against such Covered Person may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’
rights generally or by equitable principles of general application.”
4.12. Enforceability of Obligations. Section 10.12 of the Loan Agreement is deleted in its
entirety and replaced with the following:
“10.12. Solvency. Borrower is Solvent prior to and after giving effect to, the
transactions contemplated by the initial Revolving Loan Advance on the Effective Date and
immediately prior to and after giving effect to the Current Acquisition and immediately
prior to and after giving effect to the AWSU Acquisition. Borrower is Solvent at the time
of each request for an Advance and immediately after the funding of each such Advance.”
4.13. Quarterly Financial Statements; Quarterly Compliance Certificate. Section 12.11.2 of
the Loan Agreement is deleted in its entirety and replaced with the following:
“12.11.2. Quarter Financial Statements; Quarterly Compliance Certificate. Within 45 days
after the end of each fiscal quarter (except with respect to the fourth fiscal quarter,
such time period shall be 75 days), unaudited consolidated financial statements and,
unless otherwise noted, consolidating summary financial statements of Borrower for such
fiscal quarter and the fiscal year to date,, in each case containing a balance sheet,
income statement, and (only consolidated) statement of cash flows; and in connection with
the delivery of such Financial Statements at the end of each fiscal quarter, a Compliance
Certificate and a Backlog Report each certified as true and correct by of the Chief
Financial Officer, Vice President, Finance or Treasurer of Borrower.”
4.14. Annual Projections. Section 12.13 of the Loan Agreement is deleted in its entirety and
replaced with the following:
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“Within 60 days after the first day of each fiscal year of Borrower, projected balance
sheets, statements of income and expense, and statements of cash flows for Borrower and
every other Covered Person as of the end of and for each fiscal quarter of such fiscal
year and on an annual basis for the next three succeeding fiscal years, in such detail as
Administrative Agent may reasonably require.”
4.15. Parity with other Indebtedness. Section 12.16 of the Loan Agreement is deleted and
replaced with the following:
“12.19. Parity with other Indebtedness. Other than with respect to Priority Indebtedness,
and other than with respect to Indebtedness permitted by Section 13.2.5 and Section 13.2.7
(up to the limitations specified in Section 13.5.12), if and to the extent permitted under
this Agreement, Borrower will, and will cause each other Covered Person to, execute all
such documents and take all such actions as the Administrative Agent may reasonably
request in order to assure that at all times (i) the Loan Obligations shall rank in right
of payment senior to or pari passu with all other Indebtedness of the Borrower
and each other Covered Person, and (ii) each Guarantor’s obligations under its Guaranty
shall rank in right of payment senior to or pari passu with all other
Indebtedness of such Guarantor.”
4.16. Certain Investments. Section 13.1.7 of the Loan Agreement is deleted and replaced with
the following:
“13.1.7. Investments (i) in the form of a loan or financing lease to a Person to finance
the purchase of real property, personal property, services or equipment from the Borrower
or any Covered Person or (ii) not in the form of a loan or financing lease in water
related assets provided by the Borrower or any Covered Person for customers in connection
with which such customer has entered into a contract with the Borrower or such Covered
Person to purchase water or water related services from the Borrower or such other Covered
Person at a future date; provided that (x) in the case of clause (i), if such loan or
financing lease exceeds $500,000, the Borrower or such Covered Person shall retain a Lien
on any property or equipment sold to the extent permitted under applicable law and (y) in
the case of clause (i) or (ii), (A) the aggregate amount of all such investments to any
Person or its Affiliates outstanding at any time shall not exceed $5,000,000, and (B) the
aggregate amount invested by the Borrower and all other Covered Persons in all such
investments shall not exceed $20,000,000 in the aggregate outstanding at any time;”
4.17. Investments. Section 13.1.8 of the Loan Agreement is deleted and replaced with the
following:
“13.1.8. Intentionally Omitted.”
4.18. Certain Other Investments. Section 13.1.9 of the Loan Agreement is deleted and
replaced with the following:
“13.1.9. So long as no Default has occurred and is continuing or would be caused thereby,
making Investments (excluding interest on intercompany indebtedness and royalties) in (i)
Persons that are not Subsidiaries and (ii) Subsidiaries that are not Guarantors; provided
that the aggregate amount of all such Investments (whether occurring prior to, on or after
the Second Amendment Date) in clauses (i) and (ii) shall not at any time exceed 25% of
Tangible Net Worth; and”
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4.19. Priority Indebtedness. Section 13.2.4 of the Loan Agreement is deleted and replaced
with the following:
“13.2.4. Excluding any Hedge Obligations, the Loan Obligations, and the Term Indebtedness,
Priority Indebtedness up to 10% of Tangible Net Worth.”
4.20. Insurance Premium Indebtedness. Section 13.2.5. of the Loan Agreement is deleted and
replaced with the following:
“13.2.5. Indebtedness to finance the premiums for Borrower’s insurance policies, which
Indebtedness shall not exceed $5,000,000.00 in the aggregate at any one time outstanding
for Borrower and all Covered Persons on a consolidated basis.”
4.21. Surety Bonds. A new Section 13.2.7 is hereby added to the Loan Agreement as follows:
“13.2.7. Reimbursement obligations for drawings under surety bonds and similar instruments
arising in the ordinary course of business, provided, however, if any such reimbursement
obligations are secured, such obligations shall not be permitted hereunder unless such
obligations are below the Dollar limitations contained in Section 13.5.12.”
4.22. Deposit Security Interests. Section 13.5.3. of the Loan Agreement is deleted and
replaced with the following:
“13.5.3. Excluding surety bonds and similar instruments, deposits or pledges to secure
bids, tenders, contracts (other than contracts for the payment of money), leases,
statutory obligations, appeal bonds, and other obligations of like nature arising in the
ordinary course of business.”
4.23. Existing Security Interests. Section 13.5.6. of the Loan Agreement is deleted and
replaced with the following:
“13.5.6. Security Interests existing on the Effective Date, on the Second Amendment Date,
or disclosed on section 10.20 to the Disclosure Schedule.”
4.24. Surety Bond Security Interests. A new Section 13.5.12 is hereby added to the Loan
Agreement as follows:
“13.5.12. Security Interests securing surety bonds and similar instruments up to
$25,000,000 in the aggregate outstanding at any one time arising in the ordinary course of
business.”
4.25. Security Interests Generally. Exhibit 14.1 of the Loan Agreement is deleted and the
last paragraph of Section 13.5 of the Loan Agreement is deleted and replaced with the following:
“At no time shall Borrower or any Covered Person allow to exist on or against its assets
any financing statements, mortgages or similar documents except as expressly permitted by
this Agreement.”
4.26. Acquisitions. Clause (vii) of Section 13.6 of the Loan Agreement is deleted and
replaced with the following:
“(vii) excluding the Current
Acquisition, the AWSU Acquisition, and any acquisition that closed
prior to Second Amendment Date that was a Permitted Acquisition or was consented to by the
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Required Lenders prior to the Second Amendment Date, the purchase price (including without
limitation any deferred purchase price, seller notes, assumed Indebtedness, or similar
items) together with all expenses incurred in connection with such acquisition does not
exceed $35,000,000 for any single acquisition and $60,000,000 in the aggregate for all
acquisitions during any fiscal year,”
The last two sentences of Section 13.6 of the Loan Agreement are deleted and replaced with the
following:
“For the avoidance of doubt, the Current Acquisition is a Permitted Acquisition and, upon
the effectiveness of the Second Amendment, the AWSU Acquisition is a Permitted
Acquisition, and the Current Acquisition does not count towards the baskets in clause
(vii) of this Section 13.6, and upon the effectiveness of the Second Amendment, the AWSU
Acquisition does not count towards the baskets in clause (vii) of this Section 13.6. In
addition, any acquisition closed prior to the Second Amendment Date that was a Permitted
Acquisition or was consented to by the Required Lenders prior to the Second Amendment Date
does not count towards the baskets in clause (vii) of this Section 13.6.”
4.27. Amendment to Charter Documents; Amendments to Term Indebtedness Documents; Current
Acquisition Documents; AWSU Acquisition Documents. Section 13.11 of the Loan Agreement is
deleted in its entirety and replaced with the following:
“13.11. Amendment to Charter Documents; Amendments to Term Indebtedness Documents; Current
Acquisition Documents; AWSU Acquisition Documents. Change its state of incorporation or
formation; otherwise amend, modify, supplement, restate, replace, or change any of its
Charter Documents, except to the extent such change could not reasonably be expected to
adversely effect Administrative Agent or any Lender. Amend, modify, supplement, restate,
replace, or change any of the Term Indebtedness Documents, except to the extent such
change could not reasonably be expected to materially adversely effect Administrative
Agent or any Lender. Neither Borrower nor any other Covered Person shall agree to any
amendment or modification of any of the Current Acquisition Documents or any of the AWSU
Acquisition Documents that (i) changes in any respect the Seller Earn Out including the
calculation thereof, or (ii) would make the Current Acquisition Documents or the AWSU
Acquisition Documents more burdensome on any Borrower or any other Covered Person.”
4.28. Change of Business. Section 13.13 of the Loan Agreement is deleted in its entirety and
replaced with the following:
“13.13. Change of Business. Engage in any business other than substantially as conducted
on the Effective Date (after giving effect to the Current Acquisition), or after giving
effect to the AWSU Acquisition; provided that the Borrower or any Covered Person may
engage in other businesses so long as the aggregate amount invested (whether via
acquisition of assets or stock, loans or advances, or otherwise) by the Borrower and all
other Covered Persons in all such businesses after the Effective Date shall not exceed
$3,000,000 in the aggregate.”
4.29. Transactions with Affiliates. Section 13.18 of the Loan Agreement is deleted in its
entirety and replaced with the following:
“13.18. Transactions with Affiliates. Except for transactions with National EnviroTech
resulting from the AWSU Acquisition, enter into or be a party to any transaction or
arrangement, including the purchase, sale or exchange of property of any kind or the
rendering of any service, with any Affiliate (other than a Covered Person), or make any
loans or advances to any Affiliate
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(other than to a Covered Person and otherwise permitted hereunder), except that each
Covered Person may engage in such transactions in the ordinary course of business and
pursuant to the reasonable requirements of its business and on fair and reasonable terms
substantially as favorable to it as those which it could obtain in a comparable
arm’s-length transaction with a non-Affiliate. No Covered Person may pay any management or
other similar fees to any Affiliate that is not a Covered Person. Notwithstanding the
foregoing, investments in Affiliates shall be permitted subject to the limitations set
forth in Section 13.1.9.”
4.30. EBITDA. A new sentence is added to the end of the definition of EBITDA in Section 14.1
of the Loan Agreement as follows:
“In addition, for purposes of the calculations in Sections 4.6, 5.1, 8.1.12, 8.1.13 and 14
and the definition of Applicable Margin, the following amounts will be added to EBITDA as
the agreed upon historical EBITDA for the ASWU Acquisition: (i) for the Borrower’s fiscal
quarter ending January 31, 2007, $6,000,000, (ii) for the Borrower’s fiscal quarter ending
April 30, 2007, $4,500,000, (iii) for the Borrower’s fiscal quarter ending July 31, 2007,
$3,000,000, and (iv) for the Borrower’s fiscal quarter ending October 31, 2007,
$1,500,000.”
4.31. Total Funded Debt. The definition of Total Funded Debt in Section 14.1 of the Loan
Agreement is deleted in its entirety and replaced with the following:
“Total Funded Indebtedness means the outstanding principal balance of the Loan
Obligations (excluding the Letter of Credit Exposure), other Indebtedness for borrowed
money including without limitation the Term Indebtedness, and the initial capitalized cost
of assets subject to Capital Leases at the time of calculation. For clarification, the
defined term “Total Funded Indebtedness” includes: (i) Indebtedness secured by any
Security Interest (other than Security Interests permitted by Section 13.5.8) existing on
property owned subject to such Security Interest, whether or not the Indebtedness secured
thereby shall have been assumed, (ii) Indirect Obligations (other than endorsement of
negotiable instruments for collection in the ordinary course of business) and other
contractual commitments (whether direct or indirect in connection with obligations, stock
or dividends of any person) including, without limitation, liabilities in respect of
letters of credit or instruments serving a similar function issued or accepted for such
Person’s account by banks or other financial institutions, but only in respect of and to
the extent of payments made under such letters of credit or instruments by the issuers
thereof, (iii) mandatory redeemable preferred stock, (iv) Hedge Obligations, (v) unfunded
pension liabilities, (vi) preferred stock of Subsidiaries held by third parties, and (vii)
the outstanding balance of the purchase price of uncollected Accounts subject at such time
to a sale of receivables or other similar transaction, regardless of whether such
transaction is effected without recourse or in a manner which would not be reflected on
the balance sheet in accordance with GAAP. For clarification, the defined term “Total
Funded Indebtedness” does not include: (a) items of contingency reserves, (b) accrued
insurance expense, (c) minority interest, (d) pension liabilities (other than unfunded
pension liabilities), (e) reserves for deferred income taxes, (f) ordinary course trade
accounts payable and accrued expenses shown as current liabilities on the Financial
Statements, (g) Indebtedness permitted under Section 13.2.5, (h) unsecured surety bonds
and similar instruments, and (i) secured surety bonds and similar instruments below the
Dollar limitations in Section 13.5.12.”
4.32. Maximum Ratio of Total Funded Indebtedness to EBITDA. The Table in Section 14.3 of the
Loan Agreement is deleted and replaced with the following:
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| “Four fiscal quarter period ended on or | Maximum Ratio of Total Funded | |
| most recently before the following dates: | Indebtedness to EBITDA | |
January 31, 2007, April 30, 2007, July 31,
2007, October 31, 2007 and January 31,
2008
|
3.25:1.00 | |
April 30, 2008, and the last day of each
fiscal quarter thereafter (each July 31,
October 31, January 31, and April 30)
|
3.00:1.00” |
4.33. Indemnification. Section 16.6 of the Loan Agreement is deleted in its entirety and
replaced with the following:
“16.6. Indemnification. Whether or not the transactions contemplated hereby are
consummated, Lenders agree to reimburse and indemnify Administrative Agent upon demand (to
the extent not reimbursed under Section 18.8, but without limiting the obligations of
Borrower under Section 18.8) ratably in accordance with their respective Commitments, for
any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including reasonable attorneys’ fees), or disbursements of any
kind and nature whatsoever that may be imposed on, incurred by or asserted against
Administrative Agent (including by any Lender) in any way relating to or arising out of
any Loan Document, the Current Acquisition Documents, the AWSU Acquisition Documents or
any of the transactions contemplated by any of the foregoing or any action taken or
omitted by Administrative Agent under any Loan Document, any Current Acquisition Document
or any AWSU Acquisition Document; provided that no Lender shall be liable for any of the
foregoing to the extent they arise from the gross negligence or willful misconduct of the
Person to be indemnified, as determined by a final, nonappealable judgment by a court of
competent jurisdiction. Without limitation of the foregoing, each Lender agrees to
reimburse Administrative Agent promptly upon demand for its ratable share of any costs or
expenses payable by Borrower under Section 18.7, to the extent that Administrative Agent
is not promptly reimbursed for such costs and expenses by Borrower. The agreements
contained in this Section shall survive payment in full of the Loans and all other amounts
payable under this Agreement.”
4.34. Existing Definition. The definition of “Priority Indebtedness” in Exhibit 2.1 of the
Loan Agreement is deleted in its entirety and replaced with the following:
“ Priority Indebtedness — shall mean, at any time, excluding
the Indebtedness permitted by Section 13.2.7, the sum (without duplication) of (i) all
Indebtedness of Borrower or any other Covered Person secured by a Security Interest
(except Security Interests permitted by Sections 13.5.6, 13.5.8 and 13.5.9), plus
(ii) all Indebtedness (excluding trade payables) or preferred stock of Subsidiaries owed
to (or, in the case of preferred stock, owned by) any Person other than the Borrower or a
Guarantor, provided, that Priority Indebtedness shall not include Indebtedness represented
by the Guaranties or guaranties of the Term Indebtedness (if a similar guaranty is
provided to Administrative Agent), plus (iii) all preferred stock of Borrower or
other capital stock of Borrower with any redemption rights.”
4.35. New Definitions. The following new definitions are hereby added in alphabetical order
to Exhibit 2.1 of the Loan Agreement as follows:
“AWSU Acquisition — means the transactions contemplated under the AWSU
Acquisition Documents.”
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“AWSU Acquisition Documents — means that certain Stock Purchase
Agreement, dated as of November 20, 2006, by and among the Borrower and American Water
(USA), Inc., a Delaware corporation together with all documents, agreements, and
certificates executed or delivered in connection therewith from time to time.”
“Second Amendment means that certain Amendment No. 2 to Amended and
Restated Loan Agreement by and among the Administrative Agent, the Borrower and the
Lenders, dated as of the Second Amendment Date.”
“Second Amendment Date means November 20, 2006.”
4.36. Exhibit 3. Exhibit 3 to the Loan Agreement is deleted and replaced with the Exhibit 3
attached to this Amendment.
4.37. Compliance Certificate. Paragraph 4 of the Compliance Certificate to the Loan
Agreement is deleted and replaced with the following:
“4. <Use for annual financial statements: Schedule I attached hereto contains the
Financial Statements for Borrower for the fiscal year ended , which are complete and
correct in all
material respects and have been prepared in accordance with GAAP applied consistently
throughout the period and with prior periods (except as disclosed therein).>
<quarterly financial statements: Schedule I attached hereto contains the Financial
Statements for Borrower for the fiscal quarter ended _______, which are complete and correct in
all material
respects (subject to normal year-end audit adjustments) and have been prepared consistent
with GAAP applied consistently throughout the period and with prior periods (except as
disclosed therein).>”
4.38. Schedule III to the Compliance Certificate. Schedule III to the Compliance Certificate
to the Loan Agreement is deleted and replaced with the Schedule III attached to this Amendment.
4.39. Disclosure Schedule. The Disclosure Schedule attached hereto as Exhibit B
amends and restates in its entirety the Disclosure Schedule attached to the Loan Agreement as
Exhibit 10 thereto, and all amendments, consents or waivers signed by Administrative Agent and
the Lenders prior to the date hereof.
5. Representations and Warranties of Borrower. Borrower hereby represents and warrants to
Administrative Agent and the Lenders that (i) Borrower’s execution of this Amendment has been
duly authorized by all requisite action of Borrower; (ii) no consents are necessary from any
third parties for Borrower’s execution, delivery or performance of this Amendment, (iii) this
Amendment, the Loan Agreement, and each of the other Loan Documents, constitute the legal, valid
and binding obligations of Borrower enforceable against Borrower in accordance with their terms,
except to the extent that the enforceability thereof against Borrower may be limited by
bankruptcy, insolvency or other laws affecting the enforceability of creditors rights generally
or by equity principles of general application, (iv) except as disclosed on the Amended and
Restated Disclosure Schedule attached hereto as Exhibit B, all of the representations and
warranties contained in Section 10 of the Loan Agreement are true and correct with the same force
and effect as if made on and as of the date of this Amendment, (v) after giving effect to this
Amendment, there is no Existing Default, and after giving effect to the closing and funding of
the AWSU Acquisition, there shall be no Existing Default, (vi) since September 28, 2005, there
has been no change in the financial condition or business operations of Borrower or any other
Covered Person which
10
could reasonably be expected to result in a Material Adverse Effect, (vii) there are no
proceedings of any kind, pending or threatened against Borrower or any other Covered Person,
which could reasonably be expected to result in a Material Adverse Effect, and (viii) there are
no Security Interests with respect to the Borrower or its assets, except for Permitted Security
Interests.
6. Effect of Amendment. The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under the
Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of
the Loan Agreement, any of the other Loan Documents or any existing Default or Event of Default,
nor, except as set forth in Section 4 hereof, be or be construed or deemed to be, an amendment or
modification of any provision of the Loan Agreement or the other Loan Documents.
7. Reaffirmation. Borrower hereby represents, warrants, acknowledges and confirms that (i) the
Loan Agreement and the other Loan Documents remain in full force and effect, (ii) Borrower has no
defenses to its obligations under the Loan Agreement and the other Loan Documents, and (iii)
Borrower has no claim against Administrative Agent or any Lender arising from or in connection
with the Loan Agreement or the other Loan Documents and hereby waives, releases and discharges
forever any claims the Borrower may have against Administrative Agent or any Lender arising on or
prior to the date hereof.
8. Governing Law. This Amendment has been executed and delivered in Chicago, Illinois, and shall
be governed by and construed under the laws of the State of Illinois without giving effect to
choice or conflicts of law principles thereunder.
9. Section Titles. The section titles in this Amendment are for convenience of reference only and
shall not be construed so as to modify any provisions of this Amendment.
10. Counterparts; Facsimile Transmissions. This Amendment may be executed in one or more
counterparts and on separate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Signatures to this Amendment may be
given by facsimile or other electronic transmission, and such signatures shall be fully binding
on the party sending the same.
11. Patriot Act Notice. Administrative Agent, each Lender and LaSalle (for itself and not on
behalf of any other party) hereby notifies each Borrower, each Guarantor, each other Covered
Person and each of their Subsidiaries that, pursuant to the requirements of the USA Patriot Act,
Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Act”), it is required to
obtain, verify and record information that identifies each Borrower, each Guarantor, each other
Covered Person and each of their Subsidiaries, which information includes the name and address of
the Borrower, each Guarantor, each other Covered Person and each of their Subsidiaries and other
information that will allow Administrative Agent, such Lender or LaSalle, as applicable, to
identify the Borrower, each Guarantor, each other Covered Person and each of their Subsidiaries
in accordance with the Act.
12. Incorporation By Reference. Administrative Agent, the Lenders and Borrower hereby agree that
all of the terms of the Loan Documents are incorporated in and made a part of this Amendment by
this reference.
13. Statutory Notice — Insurance.
The following notice is given pursuant to Section 10 of the Collateral Protection Act set forth
in Chapter 815 Section 180/1 of the Illinois Compiled Statutes (1996); nothing contained in such
notice shall be deemed to limit or modify the terms of the Loan Documents:
11
UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT WITH US,
WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN YOUR COLLATERAL.
THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS. THE COVERAGE THAT WE PURCHASE
MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION
WITH THE COLLATERAL. YOU MAY LATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER
PROVIDING EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR AGREEMENT. IF WE
PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE FOR THE COSTS OF THAT
INSURANCE, INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE
IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE
CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO
YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE INSURANCE MAY BE MORE THAN
THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.
14. Statutory Notice — Oral Commitments. Nothing contained in the following notice shall be
deemed to limit or modify the terms of the Loan Documents:
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING
REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.
TO PROTECT YOU (BORROWER) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY
AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE
IN WRITING TO MODIFY IT.
Borrower acknowledges that there are no other agreements between Administrative Agent, Lenders,
and Borrower, oral or written, concerning the subject matter of the Loan Documents, and that all
prior agreements concerning the same subject matter, including any proposal or commitment letter,
are merged into the Loan Documents and thereby extinguished.
{remainder of page intentionally left blank signature pages follow}
12
IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first above written.
| XXXXX XXXXXXXXXXX COMPANY, a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Xxxxx X. Xxxxxx, Senior Vice President - Finance | ||||
| LASALLE BANK NATIONAL ASSOCIATION, as Administrative
Agent and as a Lender |
||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Xxxxx X. Xxxx, Senior Vice President | ||||
| NATIONAL CITY BANK, as successor by merger to National
City Bank of Indiana, as a Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Senior Vice President | |||
| XXXXXX X.X., as a Lender |
||||
| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxx | |||
| Title: | Vice President | |||
| THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as a Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| M&I XXXXXXXX & XXXXXX BANK, as a Lender |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| By: | /s/ Xxxx Xxxxxxxx | |||
| Name: | Xxxx Xxxxxxxx | |||
| Title: | Vice President | |||
| FIRST BANK, as a Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
13
| ALLIED IRISH BANKS, P.L.C., as a Lender |
||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Vice President | |||
{end
of signatures}
14
UNCONDITIONAL REAFFIRMATION OF GUARANTY
This Unconditional Reaffirmation of Guaranty to the Second Amendment to Amended and Restated
Loan Agreement (this “Reaffirmation”) is executed by each of the undersigned (individually, and
collectively, and jointly and severally, “Guarantor”) and is dated as of November ___, 2006 (this
“Reaffirmation”). Each Guarantor acknowledges and consents to all changes, terms and provisions
set forth in the foregoing Second Amendment to the Amended and Restated Loan Agreement among the
Borrower, Administrative Agent, and the Lenders of even date with this Reaffirmation (the “Second
Amendment”) and agrees that all such changes are in the best interests of the Borrower and
Guarantor. In consideration of the financial accommodations granted and which may hereafter be
granted to the Borrower by Administrative Agent and the Lenders, in consideration of
Administrative Agent’s, the Issuing Lender’s and the Lenders’ reliance on each Unlimited Guaranty
executed by each Guarantor in favor of the Administrative Agent for the benefit of the
Administrative Agent and the Lenders and the other Loan Documents to which Guarantor is a party,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each Guarantor, irrevocably and unconditionally reaffirms each Unlimited Guaranty
and the other Loan Documents to which it is a party and its continuing guarantee of the payment
and performance of all current and future Loan Obligations. Guarantor agrees that the validity
and enforceability of each Unlimited Guaranty and the other Loan Documents to which it is a party
is not and shall not be affected in any way or manner by any of the changes, terms and provisions
set forth in the Second Amendment.
Each Guarantor hereby acknowledges and confirms that (i) each Unlimited Guaranty and each
other Loan Documents to which it is a party is in full force and effect, (ii) such Guarantor has
no defenses to its obligations under each Unlimited Guaranty and the other Loan Documents to which
it is a party, and (iii) such Guarantor has no claim against Administrative Agent, the Issuing
Lender or any Lender arising from or in connection with the Loan Agreement or the other Loan
Documents, and such Guarantor hereby releases and waives and discharges forever any such claims it
may have against Administrative Agent, the Issuing Lender or any Lender arising from or in
connection with the Loan Agreement, each Unlimited Guaranty or the other Loan Documents.
Each Guarantor hereby represents and warrants to Administrative Agent, the Issuing Lender and
each Lender as of the date hereof that (i) this Reaffirmation has been duly authorized by such
Guarantor’s governing body, members or shareholders, as the case may be, (ii) no consents are
necessary from any third Person for such Guarantor’s execution, delivery or performance of this
Reaffirmation which have not been obtained, and (iii) this Reaffirmation and all other Loan
Documents to which it is a party constitutes the legal, valid and binding obligation of such
Guarantor enforceable against such Guarantor in accordance with its terms except as the
enforcement thereof may be limited by bankruptcy, insolvency or other laws related to creditors
rights generally or by the application of equity principles.
| XXXXXX BROS. DRILLING COMPANY, a Utah corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President |
|||
15
| XXXXXXXXXXX XXXXXX CORPORATION, a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| INTERNATIONAL DIRECTIONAL SERVICES, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE TEXAS, INCORPORATED, a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| MID-CONTINENT DRILLING COMPANY,
a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| SHAWNEE OIL & GAS, L.L.C., a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President |
|||
16
| XXXXX-XXXXXXX INCORPORATED, a Louisiana corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| TOLEDO OIL & GAS SERVICES, INC., a Louisiana corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| VIBRATION TECHNOLOGY, INC., a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE DRILLING PTY LTD, an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
| XXXXX XXXXXXXXXXX AUSTRALIA PTY LTD, an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
17
| XXXXXXX MINING SERVICES PTY LTD, an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
| SMS HOLDINGS PTY LTD, an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
| WEST AFRICAN HOLDINGS PTY LTD, an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
| WEST AFRICAN DRILLING SERVICES PTY LTD, an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
| WEST AFRICAN DRILLING SERVICES (NO. 2) PTY LTD, an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
| LAYNE ENERGY, INC., a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
18
| LAYNE ENERGY CHERRYVALE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY CHERRYVALE PIPELINE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY XXXXXX, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY XXXXXX PIPELINE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY ILLINOIS, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY ILLINOIS PIPELINE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President |
|||
19
| LAYNE ENERGY MARKETING, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY OPERATING, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY OSAGE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY PIPELINE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY PRODUCTION, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY RESOURCES, INC., a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
20
| LAYNE ENERGY SYCAMORE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY SYCAMORE PIPELINE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE WATER DEVELOPMENT AND STORAGE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| CHERRYVALE PIPELINE, LLC, a Kansas limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| XXXXXXXX, INC., an Indiana corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| INLINER TECHNOLOGIES, LLC, an Indiana limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
21
| LINER PRODUCTS, LLC, an Indiana limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| XXXXXXXX INLINER, LLC, an Indiana limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| XXXXXXXX TRANSPORT CO., an Indiana corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| COLLECTOR XXXXX INTERNATIONAL, INC., an Ohio corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| INTERNATIONAL WATER CONSULTANTS, INC., an Ohio corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
22
