Aegion 8-K Entry into a Material Definitive Agreement

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of May 6, 2013 (the “Amendment”) is entered into among Aegion Corporation (as successor to Insituform Technologies, LLC, f/k/a Insituform Technologies, Inc.), a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrower, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent entered into that certain Credit Agreement dated as of August 31, 2011 (as amended and modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth below;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            Amendments. The Credit Agreement is hereby amended as follows:

(a)           The definition of “Consolidated Fixed Charges” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

“Consolidated Fixed Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis (inclusive of the acquired operations of Fyfe, *****, Hockway, Ltd. and CRTS, Inc., as applicable, on a Pro Forma Basis), an amount equal to the sum of (i) Consolidated Interest Charges for such periodplus (ii) Consolidated Scheduled Funded Debt Payments for such periodplus (iii) the amount of cash dividends and other distributions and purchases, redemptions and acquisitions of Equity Interests made by the Borrower during such period (other than the Special Share Repurchase and the 2013 Special Share Repurchase)plus (iv) rent and lease expense for such period, all as determined in accordance with GAAP.

(b)          The definition of “2013 Special Share Repurchase” is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order to read as follows:

“2013 Special Share Repurchase” means the purchase, redemption or other acquisition of Equity Interests or options to acquire Equity Interests by the Borrower in an aggregate amount not to exceed $10,000,000;provided that such purchase, redemption or other acquisition shall (i) be made with cash of the Borrower and its Subsidiaries and (ii) occur on or before December 31, 2013.

Confidential Treatment Requested.   Certain confidential information in this agreement has been redacted in reliance upon its confidential treatment request that if filed with the Securities and Exchange Commission pursuant to Rule 24 b-2 under the Securities Exchange Act of 1934. In this agreement, we indicate such redaction by use of the following symbol [*****]. The Confidential portion has been omitted and filed separately with the Commission.  

(c)           Section 8.06 of the Credit Agreement is hereby amended to read as follows:

8.06         Restricted Payments.

Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(a)          each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b)          the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person;

(c)           the Borrower may purchase, redeem or otherwise acquire Equity Interests or options to acquire any such Equity Interests from management or directors of Borrower in connection with the issuance and exercise of stock options, restricted stock grants or awards, deferred stock unit awards or other Equity Interests under the Borrower’s employee and/or director equity plans in an amount not to exceed $5,000,000 in the aggregate in any fiscal year;provided that no Default or Event of Default exists immediately prior to and after giving effect to any such purchase, redemption or acquisition;

(d)          so long as (i) no Default or Event of Default exists immediately prior to and after giving effect to such Restricted Payment, (ii) the Consolidated Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Restricted Payment) is less than 2.0 to 1.0 and (iii) the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis after giving effect to such Restricted Payment) is greater than or equal to 1.25 to 1.0, the Borrower and each Subsidiary may make additional Restricted Payments;provided that if the Consolidated Leverage Ratio is greater than or equal to 2.0 to 1.0, then the Borrower shall only be permitted to make additional Restricted Payments in an aggregate amount not to exceed $5,000,000 in any fiscal year;

(e)           the Borrower may make the Special Share Repurchase;provided that no Default or Event of Default exists immediately prior to and after giving effect to the Special Share Repurchase; and

(f)           the Borrower may make the 2013 Special Share Repurchase;provided that no Default or Event of Default exists immediately prior to and after giving effect to the 2013 Special Share Repurchase.

2.             Conditions Precedent. This Amendment shall be effective upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors, the Required Lenders, Lenders holding a majority of the Revolving Commitments and the Administrative Agent.

3.             Miscellaneous.

(a)           The Credit Agreement and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Amendment is a Loan Document.

(b)          Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents.

(c)          The Borrower and the Guarantors hereby represent and warrant as follows:

(i)           Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(ii)          This Amendment has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(iii)         No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Amendment.

(d)          The Loan Parties represent and warrant to the Lenders that (i) the representations and warranties of the Loan Parties set forth inArticle VI of the Credit Agreement and in each other Loan Document are true and correct as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.

(e)          This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(f)          THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF,the parties hereto have caused this Amendment to be duly executed as of the date first above written.

BORROWER:	AEGION CORPORATION,
	a Delaware corporation
	By:	/s/ David A. Martin
	Name:	David A. Martin
	Title:	SVPandCFO

GUARANTORS:	INSITUFORM TECHNOLOGIES USA, LLC,
	a Delaware limited liability company
	By:	/s/ David A. Martin
	Name:	David A. Martin
	Title:	SVPandCFO

INA ACQUISITION CORP.,
a Delaware corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

ITI INTERNATIONAL SERVICES, INC.,
a Delaware corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

MISSISSIPPI TEXTILES CORPORATION,
a Mississippi corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

THE BAYOU COMPANIES, LLC,
a Delaware limited liability company
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

AEGION CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

KINSEL INDUSTRIES, INC.,
a Texas corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

COMMERCIAL COATING SERVICES INTERNATIONAL, LLC,
a Texas limited liability company
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

INFRASTRUCTURE GROUP HOLDINGS, LLC,
a Delaware limited liability company
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

FIBRWRAP CONSTRUCTION SERVICES, INC.,
a Delaware corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

FIBRWRAP CONSTRUCTION SERVICES USA, INC.,
a Delaware corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

FYFE CO. LLC,
a Delaware limited liability company
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

SPECIALIZED FABRICS LLC,
a Washington limited liability company
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

AEGION CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

UNITED PIPELINE SYSTEMS INTERNATIONAL, INC.,
a Delaware corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

UNITED PIPELINE MIDDLE EAST, INC.,
a Delaware corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

ENERGY & MINING HOLDING COMPANY, LLC,
a Delaware limited liability company
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

CRTS, INC.,
an Oklahoma corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

CORRPRO COMPANIES, INC.,
an Ohio corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

CORRPRO COMPANIES INTERNATIONAL, INC.,
a Nevada corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

OCEAN CITY RESEARCH CORPORATION,
a New Jersey corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

AEGION CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

CORRPRO CANADA HOLDINGS, INC.,
a Delaware corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

CORRPRO HOLDINGS LLC,
a Delaware limited liability company
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

INSITUFORM TECHNOLOGIES, LLC,
a Delaware limited liability company
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

UNITED PIPELINE SYSTEMS, INC.,
a Nevada corporation
By:	/s/ David A. Martin
Name:	David A. Martin
Title:	SVPandCFO

AEGION CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

ADMINISTRATIVE

AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent
	By:	/s/ Patricia M. Watson
	Name:	Patricia M. Watson
	Title:	Senior Vice President

LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender, Swing Line Lender and L/C Issuer
	By:	/s/ Patricia M. Watson
	Name:	Patricia M. Watson
	Title:	Senior Vice President

JPMORGAN CHASE BANK, N.A.,
as a Lender and L/C Issuer
By:	/s/ Donna B. Kirtian
Name:	Donna B. Kirtian
Title:	Senior Vice President

FIFTH THIRD BANK,
as a Lender
By:	/s/ Traci L. Dodson
Name:	Traci L. Dodson
Title:	Vice President

REGIONS BANK,
as a Lender
By:	/s/ John Holland
Name:	John Holland
Title:	Senior Vice President

U.S. BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Derek L. Martin
Name:	Derek L. Martin
Title:	Senior Vice President

PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ David Bentzinger
Name:	David Bentzinger
Title:	SVP

AEGION CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

COMPASS BANK,
as a Lender
By:	/s/ John R. Bozalis, Jr.
Name:	John R. Bozalis, Jr.
Title:	Senior Vice President

KEYBANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Suzannah Valdivia
Name:	Suzannah Valdivia
Title:	Vice President

BANK OF THE WEST,

as a Lender

By:

Name:

Title:

ASSOCIATED BANK, N.A.,

as a Lender

By:

Name:

Title:

HSBC BANK,
as a Lender and L/C Issuer
By:	/s/ Matt McLaurin
Name:	Matt McLaurin
Title:	Vice President

BRANCH BANKING & TRUST COMPANY,
as a Lender
By:	/s/ Max N Greer III
Name:	Max N Greer III
Title:	Vice President

COMERICA BANK,
as a Lender
By:	/s/ Mark J. Leveille
Name:	Mark J. Leveille
Title:	Vice President

AEGION CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT

NATIONAL BANK OF KUWAIT,
as a Lender
By:	/s/ Wendy B. Wanninger
Name:	Wendy B. Wanninger
Title:	Executive Manager

By:	/s/ Michael G. McHugh
Name:	Michael G. McHugh
Title:	Executive Manager

STIFEL BANK & TRUST,
as a Lender
By:	/s/ Matthew L. Diehl
Name:	Matthew L. Diehl
Title:	Senior Vice President

AEGION CORPORATION

SECOND AMENDMENT TO CREDIT AGREEMENT