EXHIBIT 10.1
FIRST AMENDMENT TO LOAN AGREEMENT
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Amendment, dated as of the 24th day of July, 1998, by and among Michael
Baker Corporation, a Pennsylvania corporation, Michael Baker Jr., Inc., a
Pennsylvania corporation, Baker Environmental, Inc., a Pennsylvania corporation,
Baker/MO Services, Inc., a Texas corporation, Baker Support Services, Inc., a
Texas corporation, Baker/Mellon Stuart Construction, Inc., a Pennsylvania
corporation, Baker Heavy & Highway, Inc., a Pennsylvania corporation, and
Baker/OTS, Inc., a Delaware corporation (individually, a "Borrower" and
collectively, jointly and severally the "Borrowers"), and Mellon Bank, N.A., a
national banking association (the "Bank") ("First Amendment").
WITNESSETH:
WHEREAS, the Borrowers and the Bank entered into that certain Loan
Agreement, dated as of June 12, 1997, by and among the Borrowers and the Bank
(as amended from time to time, the "Agreement") pursuant to which the Bank has
extended to the Borrowers a revolving credit loan facility in the original
principal amount not to exceed Twenty-Five Million and 00/100 Dollars
($25,000,000.00); and
WHEREAS, the Borrowers desire to extend the Expiry Date (as defined in the
Agreement) for a period of one (1) year, and the Bank desires to permit such an
extension pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and
other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:
1. All capitalized terms used herein, which are defined in the Agreement,
should have the same meaning herein as in the Agreement unless the context
clearly indicates otherwise.
2. The definition of "Expiry Date" in Section 1.01 of the Agreement is
hereby deleted in its entirety and in its stead is inserted the following:
"Expiry Date" shall mean May 31, 2001 or such earlier date on which the
Revolving Credit Facility Commitment shall have been terminated pursuant to this
Agreement.
3. The Borrowers and Bank hereby reconfirm and reaffirm all
representations and warranties, agreements and covenants made by and pursuant to
the terms and conditions of the Agreement, except as such representations and
warranties, agreements and covenants may have heretofore been amended, modified
or waived in writing in accordance with the Agreement.
4. The Borrowers hereby represent and warrant to Bank that (a) the
Borrowers have the legal power and authority to execute and deliver this First
Amendment; (b) the officers of each Borrower executing the First Amendment have
been duly authorized to execute and deliver same and bind the respective
Borrower with respect to the provisions hereof; (c) the execution and delivery
hereof by the Borrowers and the performance and observance by the Borrowers of
the provisions hereof and of the Agreement and all documents executed or to be
executed therewith, do not violate or conflict with the organizational
agreements of any Borrower or any law applicable to Borrowers or result in a
breach of any provision of or constitute a default under any other agreement,
instrument or document binding upon or enforceable against any Borrower; (d)
this First Amendment, the Agreement and the documents executed or to be executed
by the Borrowers in connection herewith or therewith constitute valid and
binding obligations of the Borrowers in every respect, enforceable in accordance
with their respective terms.
5. Borrowers represent and warrant that no Event of Default (as defined in
the Agreement) exists under the Agreement, nor will any occur as a result of the
execution and delivery of this First Amendment or the performance or observance
of any provision hereof.
6. Each reference to the Agreement that is made in the Agreement or any
other document executed or to be executed in connection therewith shall
hereafter be construed as a reference to the Agreement as amended hereby.
7. Except as amended hereby, all of the terms and conditions of the
Agreement shall remain in full force and effect. This First Amendment amends the
Agreement and is not a novation thereof.
8. This First Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused the First Amendment to be duly executed as of the date first
above written.
ATTEST: Michael Baker Corporation
By: /s/ H. James McKnight By: /s/ J. Robert White
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Print Name: H. James McKnight Print Name: J. Robert White
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Title: Senior Vice President Title: Executive Vice President
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ATTEST: Michael Baker Jr., Inc.
By: /s/ H. James McKnight By: /s/ J. Robert White
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Print Name: H. James McKnight Print Name: J. Robert White
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Title: Senior Vice President Title: Executive Vice President
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ATTEST: Baker Environmental, Inc.
By: /s/ H. James McKnight By: /s/ J. Robert White
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Print Name: H. James McKnight Print Name: J. Robert White
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Title: Senior Vice President Title: Executive Vice President
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ATTEST: Baker/MO Services, Inc.
By: /s/ H. James McKnight By: /s/ J. Robert White
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Print Name: H. James McKnight Print Name: J. Robert White
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Title: Senior Vice President Title: Executive Vice President
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ATTEST: Baker Support Services, Inc.
By: /s/ H. James McKnight By: /s/ J. Robert White
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Print Name: H. James McKnight Print Name: J. Robert White
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Title: Senior Vice President Title: Executive Vice President
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ATTEST: Baker/Mellon Stuart Construction, Inc.
By: /s/ H. James McKnight By: /s/ J. Robert White
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Print Name: H. James McKnight Print Name: J. Robert White
- ----------------------------- ---------------------------
Title: Senior Vice President Title: Executive Vice President
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ATTEST: Baker Heavy & Highway, Inc.
By: /s/ H. James McKnight By: /s/ J. Robert White
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Print Name: H. James McKnight Print Name: J. Robert White
- ----------------------------- ---------------------------
Title: Senior Vice President Title: Executive Vice President
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ATTEST: Baker/OTS, Inc.
By: /s/ H. James McKnight By: /s/ J. Robert White
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Print Name: H. James McKnight Print Name: J. Robert White
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Title: Senior Vice President Title: Executive Vice President
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Mellon Bank, N.A.
By: /s/ Mark Latterner
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Title: Vice President
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