AMENDMENT NO. 1 TO CREDIT AGREEMENT
PREAMBLE: THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of October 16,
1998 ("the Amendment"), is made by and among LAW COMPANIES GROUP, INC., a
corporation organized under the laws of the State of Georgia, United States
("LCGI"), as Borrower's Representative and as a Guarantor, LAW ENGINEERING AND
ENVIRONMENTAL SERVICES, INC., a corporation organized under the laws of the
State of Georgia, United States ("U.S. Borrower"), and XXXX LTD, a company
organized under the laws of the United Kingdom ("International Borrower"; the
International Borrower and the U.S. Borrower sometimes hereinafter called,
collectively, herein the "Borrowers" or, individually, a "Borrower"), as
Borrowers; LAW ENVIRONMENTAL CONSULTANTS, INC., a corporation organized under
the laws of the State of Georgia, United States ("LECI"), LAW INTERNATIONAL,
INC., a corporation organized under the laws of the State of Georgia, United
States ("LII"), XXXX INTERNATIONAL HOLDINGS, INC., a corporation organized under
the laws of the State of Delaware ("GIH"), and XXXX HOLDINGS LTD., a corporation
organized under the laws of the United Kingdom ("GHL"; GHL, GIH, LII, and LECI,
together with the other Subsidiaries becoming Guarantors hereafter pursuant to
the operation and effect of Section 7.15, are sometimes hereinafter called,
collectively, the "Subsidiary Guarantors" and, individually, a "Subsidiary
Guarantor"), as additional Guarantors; BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, a national banking association organized under the laws of
the United States ("BOA"), acting individually and through its London Branch (in
such latter capacity, BOA is sometimes called herein, "XXXX"), as Issuing Bank,
Overdraft Bank, International Agent and a Lender; BANK OF AMERICA, FSB, a
federal savings bank organized under the laws of the United States ("BOAFSB"),
as U.S. Agent and a Lender; and any other financial institutions party hereto
from time to time (herein sometimes called, collectively, together with BOA,
XXXX, and BOAFSB, the "Lenders" or, individually, a "Lender"), as Lenders; for
the purpose of setting forth certain modifications and amendments to that
certain Credit Agreement, dated as January 15, 1998, among the above-named
parties (hereinafter referred to herein as the "Credit Agreement"), to which
said parties have agreed.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. Capitalized terms used herein, but not otherwise expressly
defined herein, shall have the meanings given to such terms in the Credit
Agreement.
2. Amendments.
(a) Maturity Date. Responsive to the request of Borrowers'
Representative, made in writing to the U.S. Agent on a timely basis in
accordance with the procedures set forth in the definition of "Maturity Date" in
Section 1.1 of the Credit Agreement, the Lenders hereby extend the Maturity Date
by one (1) year, that is, to January 15, 2002.
(b) Revolving Loan Amount. The "Revolving Loan Amount" definition, set
forth in Section 1.1 of the Credit Agreement, is hereby deleted, and the
following revised definition of "Revolving Loan Amount" is set forth in lieu
thereof:
"Revolving Loan Amount" means the sum of Fifty-Eight Million Dollars
($58,000,000), reducing to Forty-Eight Million Dollars ($48,000,000),
effective on January 1, 2000; and reducing further to Forty-Three
Million Dollars ($43,000,000) effective on January 1, 2001.
(c) Mandatory Reduction of Commitments. The dates "January 1, 1999" and
"January 1, 2000," set forth in Section 2.7 of the Credit Agreement, at clauses
(i) and (ii), respectively, thereof, in the first sentence thereof, shall be
amended to read, instead, "January 1, 2000" and "January 1, 2001," respectively.
(d) Subordinated Debt. Subsection (g) to Section 8.6 of the Credit
Agreement shall be amended by adding thereto, after the words "Funded Debt" and
before "determined" in the last line of said subsection (g), the following
words:
(less amounts owed to former shareholders as represented by those
subordinated promissory notes listed on Schedule 8.6)
3. MISCELLANEOUS
(a) Effect of Amendment. The amendments to the Credit Agreement specified
hereinabove shall have retroactive effect to the Agreement Date, as if such
amendments were an integral part of the Loan Agreement as of that date. Except
as set forth expressly herein, all terms of the Credit Agreement and the other
Loan Documents, as amended hereby, shall be and remain in full force and effect
and shall constitute the legal, valid, binding and enforceable obligations of
Obligors. To the extent any terms and conditions in any of the Loan Documents
shall contradict or be in conflict with any terms or conditions of the Credit
Agreement, after giving effect to this Amendment, such terms and conditions are
hereby deemed modified and amended accordingly to reflect the terms and
conditions of the Credit Agreement as modified and amended hereby.
(b) Reaffirmation of Representatives and Warranties. Obligors hereby
ratify and reaffirm all of the representations and warranties set forth in the
Credit Agreement and the other Loan Documents, except to the extent that such
representations and warranties relate to an earlier date or may be untrue or
incorrect solely as a result of occurrences permitted under the Credit
Agreement, and subject to the updates thereto set forth on Exhibit "A" hereto.
(c) Ratification. Obligors hereby restate, ratify, and reaffirm each
and every term and condition set forth in the Loan Agreement, as amended hereby,
and the Loan Documents effective as of the date hereof.
(d) Estoppel. Obligors hereby acknowledge and agree that, as of the
date hereof, and after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.
(e) Governing Law. This Amendment shall be governed by Georgia law, and
shall constitute a Loan Document.
(f) Costs and Expense. Obligors agree to pay all reasonable costs and
expenses of Lenders, Issuers and Agents incurred in connection with the
preparation, execution, delivery and enforcement of this Amendment and all other
Loan Documents executed in connection herewith, the closing hereof, and any
other transactions contemplated hereby, including the reasonable fees and
out-of-pocket expenses of counsel.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered and have hereunto affixed their respective seals by,
through and in the presence of their respective proper and duly authorized
officers as of the day and year first above written.
U.S. Agent: BANK OF AMERICA, FSB (SEAL)
By:
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Title:
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U.S. Lender: BANK OF AMERICA, FSB (SEAL)
By:
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Title:
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International Lender: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, acting through its
London Branch (SEAL)
By:
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Title:
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International Agent: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, acting through its
London Branch (SEAL)
By:
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Title:
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Issuing Bank BANK OF AMERICA NATIONAL TRUST AND
(International): SAVINGS ASSOCIATION, acting through its
London Branch (SEAL)
By:
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Title:
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Overdraft Bank: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, acting through its
London Branch (SEAL)
By:
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Title:
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Issuing Banks (U.S.): BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION (SEAL)
By:
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Title:
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Borrowers' Representative LAW COMPANIES GROUP, INC. (SEAL)
And Guarantor:
By:
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Title:
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Borrowers: LAW ENGINEERING AND ENVIRONMENTAL
SERVICES, INC. (SEAL)
By:
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Title:
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Attest:
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Title:
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XXXX LTD. (SEAL)
By:
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Title:
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Attest:
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Title:
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Additional Guarantors: LAW ENVIRONMENTAL CONSULTANTS, INC.
(SEAL)
By:
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Title:
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LAW INTERNATIONAL, INC.
(SEAL)
By:
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Title:
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XXXX INTERNATIONAL HOLDINGS, INC.
(SEAL)
By:
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Title:
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XXXX HOLDINGS LTD. (SEAL)
By:
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Title:
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Updates to Law Companies Group, Inc. Credit Agreement Schedules
Schedule 6.16(a)
Amend as follows:
(i) U.S. Obligors - 0000 Xxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
(ii) U.S. Obligors - 0000 Xxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Schedule 6.18
Add the following:
Xxxx International Holdings, Inc. has applied to the U.S. Patent
And Trademark office for trademark protection for the following:
LAWGIBB GROUP + Design
LAW LAWGIBB GROUP MEMBER + Design
Schedule 6.19
Add the following:
Law Engineering and Environmental
Services/Michigan, Inc. Michigan LEES (100%)
Law Engineering and Environmental
Services of Oklahoma, Inc. Oklahoma LEES (100%)
(Note: Neither is a Material Subsidiary)
