EXHIBIT 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), executed
to be effective as of July l, 2002, is executed by and among VERITAS DGC INC., a
Delaware corporation (the "Domestic Borrower"), VERITAS DGC LIMITED, a company
organized under the laws of England and Wales, VERITAS ENERGY SERVICES INC., an
Alberta corporation, and VERITAS ENERGY SERVICES PARTNERSHIP, an Alberta general
partnership (each a "Foreign Borrower", and collectively the "Foreign
Borrowers", and together with the Domestic Borrower, the "Borrowers"), certain
Banks party thereto (the "Banks") XXXXX FARGO BANK TEXAS, N.A., a national
banking association, as agent for itself, each Domestic Issuing Bank and the
other Domestic Banks (the "Domestic Agent"), and HSBC BANK CANADA, as agent for
itself, each Foreign Issuing Bank and the other Foreign Banks (the "Foreign
Agent", and together with the Domestic Agent, the "Agents").
RECITALS:
A. Borrowers, Agents and the Banks are party to that certain Credit
Agreement dated as of July 17, 2001 (as amended, extended, renewed, or restated
from time to time, the "Agreement"), pursuant to which the Banks have extended
credit to Borrowers in the form of (a) a revolving credit facility to the
Domestic Borrower not to exceed $80,000,000 outstanding at any time, with a
$30,000,000 sublimit for letters of credit and (b) a revolving credit facility
to Foreign Borrowers not to exceed $20,000,000 outstanding at any time, with a
$10,000,000 sublimit for letters of credit.
B. Borrowers, Agents and the Banks desire to amend the Agreement to
provide for revisions to certain financial covenants.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows intending to be legally
bound:
ARTICLE I
Definitions
Section 1.1 Definitions. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.
ARTICLE II
Amendment
Section 2.1 Amendment to Section 1.1. Effective as of July 1, 2002,
Section 1.1 of the Agreement is hereby amended by entirely amending and
restating the definition of "Fixed Charge Coverage Ratio", as follows:
"Fixed Charge Coverage Ratio" means as to any Person, at any
date (a) EBIT for the Calculation Period (but without deduction for the
one time $55,204,000 write-down of certain multi-client surveys taken
during the Fiscal Quarter ended July 31, 2002) minus Cash Taxes for the
Calculation Period, divided by (b) the sum of (i) Current Maturities as
of such date, and (ii) Interest Expense for the Calculation Period.
Section 2.2 No Default. The Banks hereby agree that, notwithstanding
the discrepancy between the date of execution of this Amendment and the
effective date hereof, no Default or Event of Default shall be deemed to have
occurred on or after July 31, 2002 as a result of the definition of "Fixed
Charge Coverage Ratio", as such term was defined prior to the effectiveness of
this Amendment.
ARTICLE III
Conditions Precedent
Section 3.1 Conditions to Effectiveness. This Amendment shall not be
effective until Domestic Agent shall have received (a) this Amendment, duly
executed by the Borrowers and the Required Banks, in form and substance
satisfactory to Domestic Agent and Domestic Agent's counsel, and (b) payment of
an amendment fee for pro rata distribution to each of the Banks that execute and
deliver this Amendment to Domestic Agent prior to 5:00 p.m. Dallas, Texas time,
September 26, 2002, which fee shall be in an amount equal to 0.025% of the sum
of each such approving Bank's Foreign Revolving Credit Commitment and Domestic
Revolving Credit Commitment.
ARTICLE IV
Ratifications, Representations and Warranties
Section 4.1 Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and the other Loan Documents and except as expressly
modified and superseded by this Amendment, the terms and provisions of the
Agreement and the other Loan Documents are ratified and confirmed and shall
continue in full force and effect. Borrowers, Agents and the Banks agree that
the Agreement as amended hereby shall continue to be legal, valid, binding and
enforceable in accordance with its terms.
Section 4.2 Representations and Warranties. Borrowers hereby represent
and warrant to Agents and Banks that (i) the execution, delivery and performance
of this Amendment and any and all other Loan Documents executed or delivered in
connection herewith have been authorized by all requisite corporate action on
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the part of Borrowers and will not violate the articles of incorporation, bylaws
or other organizational documents of Borrowers, (ii) after giving effect to this
Amendment, the representations and warranties contained in the Agreement, as
amended hereby, and any other Loan Document are true and correct on and as of
the date hereof as though made on and as of the date hereof, (iii) after giving
effect to this Amendment, no Default or Event of Default has occurred and is
continuing, and (iv) after giving effect to this Amendment, Borrowers are in
full compliance with all covenants and agreements contained in the Agreement as
amended hereby.
ARTICLE V
Miscellaneous
Section 5.1 Survival of Representations and, Warranties. All
representations and warranties made in this Amendment or any other Loan Document
including any Loan Document furnished in connection with this Amendment shall
survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by Agents or any Bank or any closing shall
affect the representations and warranties or the right of Agents or any Bank to
rely upon them.
Section 5.2 Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
Section 5.3 APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE
IN HOUSTON, XXXXXX COUNTY, TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
Section 5.4 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of Agents, Banks and Borrowers and their respective
successors and assigns, except Borrowers may not assign or transfer any of their
respective rights or obligations hereunder without the prior written consent of
Agents and Banks.
Section 5.5 Counterparts: Execution Via Facsimile. This Amendment may
be executed in one or more counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together shall constitute
one and the same instrument. This Amendment may be validly executed and
delivered by facsimile or other electronic transmission.
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Section 5.6 Effect of Waiver. No consent or waiver, express or implied,
by Agents or any Bank to or for any breach of or deviation from any covenant,
condition or duty by Borrowers shall be deemed a consent or waiver to or of any
other breach of the same or any other covenant, condition or duty.
Section 5.7 Headings. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.
Section 5.8 ENTIRE AGREEMENT. THIS AMENDMENT, THE AGREEMENT AND THE
OTHERLOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO
RELATING TO THIS AMENDMENT AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
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EXECUTED effective as of the date first written above.
BORROWERS:
VERITAS DGC INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Executive Vice President, Chief
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Financial Officer & Treasurer
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VERITAS DGC LIMITED
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
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Title: Attorney-in-fact
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VERITAS ENERGY SERVICES INC
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
-----------------------------------
Title: President
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VERITAS ENERGY SERVICES PARTNERSHIP
by its general partner,
Veritas Energy Services Inc.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
-----------------------------------
Title: President
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AGENTS AND BANKS:
XXXXX FARGO BANK TEXAS, N.A.,
as Domestic Agent and a Bank
By: /s/ Xxxxxx X. Xxxxxxxx III
-------------------------------------
Xxxxxx X. Xxxxxxxx III
Vice President
HSBC BANK CANADA,
as Foreign Agent and a Bank
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: AVP and Manager
HSBC BANK PLC,
as U.K. Bank
By:
-------------------------------------
Name:
-----------------------------------
Title:
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BANK ONE, NA
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
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XXXXXXXXX XXXX XX XXXXX, N.A.
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxx
-----------------------------------
Title: Banking Officer
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THE FUJI BANK LIMITED
By:
-------------------------------------
Name:
-----------------------------------
Title:
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COMERICA BANK
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Vice President
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The undersigned Domestic Guarantors hereby consent and agree to this
Amendment and agree that the guaranty agreement respecting the Domestic
Obligations and/or the Foreign Obligations, as applicable, to which it is party
shall remain in full force and effect and shall continue to be the legal, valid
and binding obligation of the Domestic Guarantors enforceable against the
Domestic Guarantors in accordance with its terms.
VERITAS DGC ASIA PACIFIC LTD.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Title: Executive Vice President, Chief
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Financial Officer & Treasurer
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VERITAS GEOPHYSICAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Title: Executive Vice President, Chief
----------------------------------
Financial Officer & Treasurer
----------------------------------
VERITAS DGC LAND INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Title: Executive Vice President, Chief
----------------------------------
Financial Officer & Treasurer
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VIKING MARITIME INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Title: Executive Vice President, Chief
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Financial Officer & Treasurer
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EUROSEIS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Title: Executive Vice President, Chief
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Financial Officer & Treasurer
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