EXHIBIT 10(ii)6
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CONFORMED COPY
SECOND AMENDMENT TO
CREDIT AGREEMENT,
MASTER COLLATERAL AND INTERCREDITOR AGREEMENT AND
NOTE PURCHASE AGREEMENTS
AMENDMENT AND CONSENT, dated as of October 30, 1996 (the
"Amendment"), to (i) the Credit Agreement, dated as of October 24, 1995,
as amended by Amendment No. 1 to Credit Agreement, dated as of January 5,
1996 (as amended, supplemented or otherwise modified from time to time,
the "Agreement") among IT CORPORATION, a California corporation (the
"Borrower"), the several banks and other financial institutions from time
to time parties thereto (the "Lenders") and The Chase Manhattan Bank
(formerly known as Chemical Bank), as administrative agent for the Lenders
(in such capacity, the "Agent"), (ii) the Master Collateral and
Intercreditor Agreement, dated as of October 24, 1995 (as amended,
supplemented or otherwise modified from time to time, the "Intercreditor
Agreement"), among the Lenders and the holders of the outstanding Senior
Notes (collectively, the "Participating Creditors") and The Chase
Manhattan Bank (formerly known as Chemical Bank), as collateral agent for
the Participating Creditors and (iii) the several Note Purchase
Agreements, each dated as of October 24, 1995, as amended by Amendment No.
1 to Note Purchase Agreements, dated as of January 5, 1996 (as amended,
supplemented or otherwise modified from time to time, collectively, the
"Note Agreements") between the Borrower and the respective Purchasers
party thereto (the Agreement, the Intercreditor Agreement and the Note
Agreements, collectively, the "Agreements").
W I T N E S S E T H :
WHEREAS, the parties hereto wish to amend or waive certain
provisions of the Agreements on the terms set forth herein;
NOW, THEREFORE, in consideration of the premise contained
herein, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to them in
the Agreements as amended hereby.
2. Consent. Notwithstanding anything to the contrary
contained in the Loan Documents (as defined in the Credit Agreement), the
Note Agreements, the Senior Notes or the Intercreditor Agreement, the
parties hereto hereby agree that the Carlyle Transaction shall not
constitute a Change of Control under the Agreements, provided that the
aggregate net cash proceeds received by the Borrower upon consummation of
the Carlyle Transaction is at least $40,000,000.00.
2
3. Amendment to Section 1.1 of the Credit Agreement
(Definitions). The definition of "Applicable Margin" is hereby amended by
(i) deleting the word "and" before the word "(b)" and substituting
therefor "," and (ii) deleting the clause beginning "; and provided,
further," and substituting therefor the following to read in its entirety:
"(c) in addition, for each day from the Second Amendment
Effective Date to and including June 30, 1997, an additional 0.75%
shall be added to the applicable rate per annum for any outstanding
Alternate Base Rate Loans or Eurodollar Loans in clauses (a) or (b)
above; and
(d) in addition, for each day of each calendar quarter
following the calendar quarter ending June 30, 1997, the applicable
rate set forth below opposite the Leverage Ratio (in each case
calculated as of the last day of the Borrower's fiscal quarter ending
on or about the beginning of such calendar quarter and based upon the
Borrower's financial statement for such fiscal quarter delivered to
the Lenders pursuant to Section 21 of Schedule III) shall be added to
the applicable rate per annum for any outstanding Alternate Base Rate
Loans or Eurodollar Loans in clauses (a) or (b) above:
Leverage Ratio
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< 2.99 None
-
3.00 < 3.49 + 0.25%
-
3.50 < 3.99 + 0.50%
-
4.00 < 4.49 + 0.75%
-
4.50 < 4.99 + 1.00%
-
> 5.00 + 1.25%".
-
4. Amendment to Subsection 4.3 of the Credit Agreement
(Purpose of Loans). Subsection 4.3 is hereby amended by:
(i) deleting the word "and" appearing at the end of clause
(iii);
(ii) deleting the period at the end of clause (iv) thereof and
substituting the word "; and" in lieu thereof; and
(iii) inserting a new clause at the end thereof to read in its
entirety "(v) Investments, subject to the limitations contained in
Section 13 of Schedule II.".
5. Amendment to Schedule I (Uniform Definitions). (a)
Schedule I is hereby amended by adding in the appropriate alphabetical
order the following new definitions:
3
"'Carlyle 6% Preferred Stock' shall mean the 6% convertible
participating preferred stock issued by the Parent, $100.00 par value
per share, which are convertible into shares of the Parent's common
stock."
"'Carlyle Transaction' shall mean the acquisition of (i) up to
45,000 shares of Carlyle 6% Preferred Stock (and the distribution of
additional shares of Carlyle 6% Preferred Stock as a dividend on the
Carlyle 6% Preferred Stock, to be distributed at a rate of 3% for a
period not exceeding one year during the second year after the date
of issue) and (ii) warrants to purchase 5,000,000 shares of common
stock, $1.00 par value per share, of the Parent and the exercise of
such warrants, in each case, by certain limited partnerships of which
TC Group, L.L.C. is the general partner, pursuant to the Securities
Purchase Agreement (without any material amendments or waivers to the
terms thereof, including, without limitation, the Certificate of
Designation, attached as Exhibit A thereto)."
"'Leverage Ratio' shall mean, on the last day of any fiscal
quarter, the ratio of (i) an amount equal to the average month-end
Total Debt for each month ended in such fiscal quarter to (ii) EBITDA
for the period of four consecutive fiscal quarters ending on such
day."
"'Second Amendment' shall mean the Second Amendment to the
Credit Agreement, the Master Collateral and Intercreditor Agreement
and the Note Purchase Agreements, dated as of October 30, 1996, by
and among the Borrower, the Agent, the Lenders and the Noteholders."
"'Second Amendment Effective Date' shall mean the date upon
which (i) the Second Amendment is (a) executed by the Borrower, the
Majority Creditors, the Agent and each Noteholder and (b)
acknowledged by the Borrower, the Parent, IT-Tulsa Holdings, Inc., IT
Hanford, Inc., Universal Professional Insurance Company, Gradient
Corporation, Zentox Corporation, (ii) the Agent receives
a non-refundable amendment fee in the amount equal to $300,000.00
(the "Amendment Fees") for the ratable benefit of each Lender, in
immediately available funds and (iii) each Noteholder receives its
ratable share (based on such Lender's percentage of the outstanding
principal amount of the Senior Notes) of a non-refundable fee in the
aggregate amount of $325,000.00 (each, a "Noteholder's Fee") in
immediately available funds."
"'Securities Purchase Agreement' shall mean the Securities
Purchase Agreement, dated as of August 28, 1996, by and among the
Parent and certain limited partnerships of which TC Group, L.L.C. is
the general partner."
(b) The definition of "Capital Expenditures" is hereby amended
by (i) deleting the word "," following the words "and equipment" and
substituting therefor the words ", other than in connection with
acquisitions of assets comprising a business unit or Capital Stock of
any Person, and" and (ii) deleting the clause (c) in its entirety.
4
(c) The definition of "Consolidated Net Worth" is hereby
amended by deleting it in its entirety and substituting therefor the
following new definition in its entirety:
"shall mean, without duplication, (a) the capital stock (but
excluding treasury stock and capital stock subscribed but unissued
and preferred stock of the Parent or any of its Subsidiaries
redeemable prior to October 31, 2003) and surplus accounts of the
Parent and its Restricted Subsidiaries appearing on a consolidated
balance sheet of the Parent and its Restricted Subsidiaries prepared
in accordance with GAAP, provided that the investment in Quanterra
represented in such accounts and surplus shall be included only
to the extent of such investment existing at the Second Amendment
Effective Date at all times valued at its book value (such amount on
the Second Amendment Effective Date being $13,925,000.00) plus the
book value of up to $3,575,000.00 of additional investment in
Quanterra, plus (b) non-cash charges arising from the writing off of
the asset values for deferred taxes and the investment in Quanterra
in an amount no greater than $30,000,000.00, provided to the extent
that the non-cash charges referred to in this clause (b) are less
than $30,000,000.00, any other non-cash charges in an amount
no greater than $5,000,000.00, in any case taken during the period
from the Second Amendment Effective Date to and including the fiscal
year ending on or before March 31, 1998 minus (c) Restricted
Investments, and minus:
(d)(i) (A) the net book amount of all assets, after
deducting any reserves applicable thereto, which would be
treated as intangibles under GAAP, including, without
limitation, such items as good will, trademarks, trade names,
service marks, brand names, copyrights, patents and licenses,
and rights with respect to the foregoing, unamortized debt
discount and expense (other than the capitalized expenses
related to the Credit Agreement and the Note Agreements
and amendments and waivers thereto up to and including the
Second Amendment, but not any subsequent amendments,
refinancings or waivers relating thereto), organizational
expenses and the excess of cost of purchased Subsidiaries over
equity in the net assets thereof at the date of acquisition
(collectively, "Intangible Assets") reflected on the Parent's
consolidated balance sheet up to and including September 27,
1996, and, (B) either (1) only 50% of any Intangible Assets
acquired after September 27, 1996, subject to the consummation
of the Carlyle Transaction or (2) 100% of any Intangible Assets
acquired after September 27, 1996 if the Carlyle Transaction is
not consummated;
(ii) any write-up in the book value of any asset on the
books of the Parent or any Restricted Subsidiary resulting from
a revaluation thereof subsequent to the Closing Date;
(iii) the amounts, if any, at which any shares of stock of
the Parent or any Restricted Subsidiary appear on the asset
side of such balance sheet; and
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(iv) all deferred charges (other than deferred taxes and
prepaid expenses).".
(d) The definition of "Guaranty" is hereby amended by inserting
at the end thereof the following sentence in its entirety:
"For clarification purposes, all Debt of a Permitted Joint Venture
guaranteed by the Parent or any of its Restricted Subsidiaries or
which is recourse to the Parent or any of its Restricted
Subsidiaries, as the case may be, shall be a Guaranty.".
(e) The definition of "Make-Whole Amount" is hereby amended by
deleting the definition of "Remaining Scheduled Payments" thereto in its
entirety and substituting in lieu thereof the following new definition in
its entirety:
"'Remaining Scheduled Payments' means, with respect to the
Called Principal of any Senior Note, all payments of such Called
Principal and interest thereon (assuming for such purposes that
interest (computed on the basis on a 360-day year of twelve 30-day
months) shall be deemed to accrue at a rate of 8.67% per annum,
payable semi-annually on each April 30 and October 30) that would be
due after the Settlement Date with respect to such Called Principal
if no payment of such Called Principal were made prior to its
scheduled due date, provided that if such Settlement Date is not a
date on which interest payments are due to be made under the terms of
the Senior Notes, then the amount of the next succeeding scheduled
interest payment will be reduced by the amount of interest accrued to
such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 7 or 10 of the Note Agreements.".
(f) The definition of "Permitted Joint Ventures" is hereby
amended by (i) deleting clause (ii) in its entirety and renumbering the
subsequent clauses accordingly and (ii) deleting the word "$15,000,000" in
clause (iii) thereto and substituting therefor the word "$20,000,000".
(g) The definition of "Senior Notes" is hereby amended by
deleting it in its entirety and substituting in lieu therefor the
following new definition in its entirety:
"'Senior Notes' shall mean $65,000,000 aggregate principal
amount of the Company's Guaranteed Senior Secured Notes due October
30, 2003 (including any such notes issued in substitution therefor
pursuant to Section 11 of the Note Agreements or pursuant to the
Second Amendment) originally issued pursuant to the Note Agreements,
to be substantially in the form of the Senior Note set out in Exhibit
A to the Note Agreements, with such changes therefrom, if any, as may
be approved by the Noteholders and the Company.".
6. Amendment to Schedule II (Uniform Representations and
Warranties).
6
(a) Section 5 is hereby amended by (i) deleting the words
"March 31, 1995" and substituting therefor the words "June 28, 1996" and
(ii) inserting immediately after the words "Exchangeable Preferred Stock"
in clause (c) thereto the words "and the Carlyle 6% Preferred Stock.".
(b) Section 13 is hereby amended by (i) deleting the word "and"
following the words "other existing Debt" and substituting therefor ","
and (ii) deleting the period at the end thereof and substituting therefor
the following new clause in its entirety:
"and, subject to the consummation of the Carlyle Transaction, to make
Investments, provided that with respect to any Investment made with
the proceeds of any Loan (i) such Investment shall not be made on or
before September 30, 1997, (ii) the aggregate amount of Loans used by
the Company for such Investments shall not exceed $20,000,000.00 for
any consecutive four-quarter period, (iii) such Investments shall
not be an acquisition that has not been approved by the Board of
Directors of the Person being acquired, (iv) such Investments shall
not be of an entity organized under the laws of any jurisdiction
other than the United States of America or any state thereof
or Canada, (v) such Investments (whether pursuant to a single
transaction or a series of related transactions) shall not be made
for consideration greater than $10,000,000.00 unless EBITDA minus
capital expenditures (each as defined under GAAP) for the Person
being acquired shall be positive in the aggregate for no less than
two fiscal years immediately preceding such purchase, (vi) after
giving effect to such Loans, the Available Commitment of all Lenders
is at least $5,000,000 and (vii) Borrowing Base excess on a pro forma
basis after taking into account the inclusion of such assets being
acquired shall be at least $20,000,000.00 until September 30, 1998,
and at least $15,000,000.00 thereafter.".
7. Amendment to Schedule III (Uniform Covenants). (a)
Subsection 1(a)(v) is hereby amended by inserting at the end thereof the
following in its entirety:
", and, subject to the consummation of the Carlyle Transaction, an
additional amount of Debt comprised of unsecured debt incurred or
assumed in connection with any acquisition not prohibited hereunder
in an aggregate principal amount outstanding not to exceed (A)
$10,000,000.00 or (B) from and after the first date on which the
ratio of Total Debt to EBITDA, as calculated pursuant to clause
(viii) hereof, as at the last day of the most recent fiscal quarter
for which financial statements have been delivered hereunder is less
than 3.50:1.00, $20,000,000.00.".
(b) Section 3 is hereby amended by deleting it in its entirety
and substituting therefor the following in its entirety:
"The Parent will not, as at the end of each fiscal quarter,
permit the Leverage Ratio to be greater than the ratios specified
below for the fiscal quarters ending in the periods specified below:
7
Period Ratio
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Beginning September 28, 1996
through and including March 28, 1997 7.00:1.00
Beginning March 29, 1997
through and including December 26, 1997 6.00:1.00
Beginning December 27, 1997
through and including June 26, 1998 5.00:1.00
Beginning June 27, 1998
through and including December 25, 1998 4.50:1.00
Beginning December 26, 1998
through and including December 31, 1999 4.00:1.00
Thereafter 3.50:1.00".
(c) Section 4 is hereby amended by deleting it in its entirety
and substituting therefor the following new paragraph in its entirety:
"The Parent will not, as at the end of any fiscal quarter
beginning with the fiscal quarter commencing on September 28, 1996,
permit Consolidated Net Worth to be less than the sum of (a)
$112,400,000, plus (b) 50% of the cumulative Net Income (without
reduction for loss during any fiscal quarter) for all fiscal quarters
ending after September 27, 1996, plus (c) 50% of (i) the net cash
proceeds from the sale or issuance of any of the Parent's common
stock directly or through the conversion of convertible debt and (ii)
any cash proceeds received from the exercise of any warrants and
rights to purchase the Parent's common stock, plus (d) 60% of the net
cash proceeds from the issuance and sale of any Carlyle 6% Preferred
Stock.".
(d) Section 5 is hereby amended by deleting it in its entirety
and substituting therefor the following in its entirety:
"The Parent will not, as at the end of each fiscal quarter
specified below, permit the ratio of (i) EBIT for the period
specified below, to (ii) an amount equal to (A) Interest Expense for
such period minus any fees paid pursuant Section 13 of to the
Second Amendment amortized or required to be amortized in the
determination of Net Income for such period, plus (B) all cash
dividends on Preferred Stock paid during such period, including,
without limitation, all cash dividends paid on Carlyle 6% Preferred
Stock during such period, plus (C) on and after March 26, 1999, the
current maturities of long term debt, to be less than the ratios
specified below:
Fiscal Quarter Ending Ratio
--------------------- -----
Quarter Ended March 28, 1997 0.75:1.00
Two Quarter Period
Ended June 27, 1997 1.00:1.00
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Three Quarter Period
Ended September 26, 1997 1.00:1.00
Four Quarter Period
Ended December 26, 1997 1.25:1.00
Four Quarter Periods
Ended March 27, 1998
and June 26, 1998 1.50:1.00
Four Quarter Period
Ended September 25, 1998 1.75:1.00
Rolling Four Quarter Periods
Ended December 25, 1998
and thereafter 2.00:1.00".
(e) Section 6(b) is hereby amended by inserting immediately
after the word "35%" the clause "(or, in the case of the Carlyle
Transaction, 20%)".
(f) Section 7(g) is hereby amended by (i) deleting the word
"$15,000,000" and substituting therefor the word "$20,000,000" and (ii)
inserting at the end of Section 7(g) the following in its entirety:
", provided that no such Permitted Joint Venture may owe or incur any
Debt with recourse against the Parent or its Restricted Subsidiaries,
as the case may be, nor shall the Parent or any of its Restricted
Subsidiaries guarantee such Debt of a Permitted Joint Venture, unless
such Debt or guarantee is permitted to be made by Section 1
hereunder.".
(g) Section 7 is hereby amended by (i) deleting the period at
the end of clause (k) thereto and substituting therefor the word "," and
(ii) inserting the following new clause in its entirety at the margin:
", provided that with respect to any Investment pursuant to this
Section 7, (A) the Agent shall have the option to perform an audit of
assets directly or indirectly being acquired thereby, at the
Borrower's expense, prior to the inclusion in the Borrowing
Base of such assets if the value of such assets is less than 10% of
the Borrowing Base for the immediately preceding month and (B) the
Agent shall perform an audit of assets directly or indirectly being
acquired thereby, at the Borrower's expense, prior to such
assets inclusion in the Borrowing Base if the value of such assets is
(i) equal to or greater than 10% of the Borrowing Base for any single
acquisition or (ii) equal to or greater than 25% of the Borrowing
Base in the aggregate for the immediately preceding four quarters (it
being understood that the foregoing proviso is not intended to limit
or restrict any other inspection or evaluation rights of the Agent
set forth in the Loan Documents).".
(h) Section 8(c) is hereby amended by (i) deleting the word
"or" appearing before the word "(ii)" and substituting therefor the word
"," and (ii) inserting at the end of Section 8(c) the following new clause
9
(iii) "or (iii) to enable the Parent to pay dividends on the Carlyle 6%
Preferred Stock, provided that at no time shall the dividend rate per
annum on the Carlyle 6% Preferred Stock exceed 6%".
(i) Section 8 is hereby further amended by:
(i) deleting the word "or" at the end of clause (d)(ii)(D)
thereto;
(ii) deleting the word "." at the end of clause (f) thereto and
substituting therefor the words "; or"; and
(iii) inserting the following new paragraph (g) in its entirety:
"(g) so long as no Default or Event of Default shall have
occurred and is continuing, the Company may redeem its capital
stock out of the net cash proceeds of the issuance of any other
new capital stock, provided that the new capital stock being
issued is (i) either pari passu or junior in right to receive
dividends and (ii) has no additional or improved economic terms
than the capital stock being redeemed and that such redemption
and issuance occur within a reasonable period of time.".
(j) Schedule III is hereby further amended by adding the
following new Section 27 in its entirety:
"Section 27. Use of Proceeds of Senior Notes.
Neither the Parent or any of its Affiliates will, directly or
indirectly, use any of the proceeds of the sale of the Senior Notes
for the purpose, whether immediate, incidently or ultimate, of buying
a "margin stock" or of maintaining, reducing or retiring any
indebtedness originally incurred to purchase a stock that is
currently a "margin stock", or for any other purpose which might
constitute this transaction a "purpose credit", in each case within
the meaning of Regulation G of the Board of Governors of the Federal
Reserve System (12 C.F.R. 207, as amended) or Regulation U of such
Board (12 C.F.R. 221, as amended), or otherwise take or permit to be
taken any action which would involve a violation of such Regulation
G or Regulation U or of Regulation T (12 C.F.R. 220, as amended) or
Regulation X (12 C.F.R. 224, as amended) or any other regulation of
such Board. No indebtedness being reduced or retired out of the
proceeds of the sale off the Senior Notes was incurred for the
purpose of purchasing or carrying any such "margin stock", and
neither the Company or any of its Affiliates owns or has any
intention of acquiring such "margin stock".".
8. Limited Waiver. Compliance with Sections 2, 4 and 5 of
Schedule III is hereby waived for the quarters ended June 28, 1996 and
September 27, 1996.
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9. Amendment to Section 1 of the Note Agreements. Section 1
of each Note Agreement is hereby amended by deleting it in its entirety
and substituting therefor the following paragraph in its entirety:
"SECTION 1. AUTHORIZATION OF SENIOR NOTES.
The Company will authorize the issue and sale of $65,000,000
aggregate principal amount of its 8.67% Guaranteed Senior Secured
Notes due October 30, 2003(including any such notes issued in
substitution therefor pursuant to Section 11 or pursuant to the
Second Amendment), to be substantially in the form of the Senior Note
set out in Exhibit A, with such changes therefrom, if any, as may be
approved by you and the Company. Certain capitalized terms used in
this Agreement are defined in Schedule I; references to a "Schedule"
or an "Exhibit" are, unless otherwise specified, to a Schedule or an
Exhibit attached to this Agreement.
The Senior Notes will be guaranteed by the Parent and the
Subsidiary Guarantors pursuant to the Guarantees and will be secured
as provided in the Security Documents.".
10. Amendment to Section 8 of the Note Agreements. Section 8
of each Note Agreement is hereby amended by deleting it in its entirety
and substituting therefor the following paragraph in its entirety:
"SECTION 8. COVENANTS OF THE COMPANY
The Company covenants that from the date of this Agreement
through the Closing and thereafter so long as any of the Senior Notes
are outstanding, (a) it will observe and comply with the "Uniform
Covenants" set forth in Schedule III, which Schedule III is
incorporated herein as if set forth herein in full, and (b)
commencing on the Second Amendment Effective Date, the Company will
pay interest on the unpaid balance of the principal amount of the
Senior Notes outstanding until the unpaid balance shall become due
and payable (whether at stated maturity or at a date fixed for
prepayment or by declaration or otherwise) at the rate calculated
below (the "Rate"), in cash, on each April 30 and October 30 after
the Second Amendment Effective Date, and with interest on any overdue
principal (including any overdue prepayment of principal) and
premium, if any, and (to the extent permitted by law) on any overdue
interest, at the Rate plus 2.00%, payable semi-annually as aforesaid
or, at the option of the holder of its respective Senior Note, on
demand.
The interest shall be calculated by the Company on a daily basis
(each such day, a "Determination Date") based on the principal amount
of the Senior Notes outstanding on such Determination Date. Daily
interest shall be calculated, based on actual days elapsed in a
365-day year, at a rate per annum equal to 9.42% for the period
commencing on the Second Amendment Effective Date to and including
11
June 30, 1997, and for each day of each calendar quarter following
the calendar quarter ending June 30, 1997, at a rate per annum equal
to the sum of (i) 8.67% plus (ii) the applicable rate set forth below
opposite the Leverage Ratio (in each case calculated as of the last
day of the Company's fiscal quarter ending on or about the beginning
of such calendar quarter and based upon the Company's financial
statement for such fiscal quarter delivered to the Noteholders
pursuant to Section 21 of Schedule III):
Leverage Ratio Rate
-------------- ----
< 2.99 None
-
3.00 < 3.49 0.25%
-
3.50 < 3.99 0.50%
-
4.00 < 4.49 0.75
-
4.50 < 4.99 1.00%
-
> 5.00 1.25%
-
The Senior Notes are hereby amended to the extent of the foregoing
provisions, and, within 10 Business Days of the Second Amendment
Effective Date, the Company shall issue and deliver to the
Noteholders revised Senior Notes, in form and substance
satisfactory to the holders of the Senior Notes reflecting the
payment of interest specified above and shall obtain for such notes
a Private Placement Number issued by Standard & Poor's CUSIP Service
Bureau (in cooperation with the Securities Valuation Office of the
National Association of Insurance Commissions). Each such revised
Senior Note, shall be a "Senior Note".".
11. Amendment to the Intercreditor Agreement. The
Intercreditor Agreement is hereby amended by deleting the words "(the
"Senior Notes")" in clause (B) thereto.
12. Representations and Warranties. On and as of the date
hereof, the Borrower hereby represents and warrants that after giving
effect to the waivers and amendments contained herein, no Default or Event
of Default has occurred or is continuing.
13. Fees. The Borrower shall pay (i) to the Agent, a
non-refundable amendment fee in the amount equal to $300,000.00 (the
"Amendment Fee") for the ratable benefit of each Lender, in immediately
available funds and (ii) to each Noteholder, its ratable share (based on
such Noteholder's percentage of the outstanding principal amount of the
Senior Notes) of a non-refundable fee in the aggregate amount of
$325,000.00 (each, a "Noteholder's Fee") in immediately available funds.
12
14. Effective Date. This Amendment will become effective on
the Second Amendment Effective Date.
15. Continued Effect. Except as expressly amended as provided
for herein, the Agreements shall continue to be, and shall remain, in full
force and effect in accordance with its terms. This Amendment shall be
limited solely for the purposes and to the extent expressly set forth
herein and nothing herein express or implied shall constitute an
amendment, supplement, modification or waiver to or of any other term,
provision or condition of the Agreements.
16. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
17. Counterparts. This Amendment may be executed by the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their properly and duly
authorized officers as of the day and year first above written.
IT CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------------
Title: VP, Finance & Treasurer
THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank), as
Administrative Agent and as a Lender
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Title: Vice President
SOCIETE GENERALE
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Title: First Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ J. Xxx Xxxxxx
-------------------------------------
Title: Vice President
XXXX XXXXXXX MUTUAL LIFE
INSURANCE
COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Title: Investment Officer
XXXX XXXXXXX LIFE INSURANCE
COMPANY OF AMERICA
By: /s/ Xxxxxx Xxxxx
-------------------------------------
Title: Vice President
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------------------
Title: Vice President
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Title: Senior Investment Manager
THE MUTUAL LIFE INSURANCE COMPANY
OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Title: Managing Director
MONY LIFE INSURANCE COMPANY OF
AMERICA
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Title: Authorized Agent
The undersigned hereby acknowledge and affirm their respective obligations
pursuant to the Security Agreements and the Guarantees as of the day and
year first above written.
INTERNATIONAL TECHNOLOGY
CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------------
Title: VP, Finance & Treasurer
IT CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------------
Title: VP, Finance & Treasurer
IT-TULSA HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Title: Treasurer
IT HANFORD, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Title: Assistant Treasurer
UNIVERSAL PROFESSIONAL INSURANCE
COMPANY
By: /s/ Xxxxxx Xxxxxxxxx
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Title: Treasurer
GRADIENT CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
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Title: Assistant Treasurer
