EXECUTION COPY
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT (this "Agreement" or this
"Amendment"), dated as of June 28, 1996, is entered into by and
among DRAVO CORPORATION, a Pennsylvania corporation ("Dravo"),
DRAVO LIME COMPANY, a Delaware corporation ("Lime"), DRAVO BASIC
MATERIALS COMPANY, INC., an Alabama corporation ("Basic",
together with Lime referred to herein as the "Companies"), FIRST
ALABAMA BANK, a subsidiary of Regions Financial Corporation
("FAB"), PNC BANK, NATIONAL ASSOCIATION (formerly known as
Pittsburgh National Bank) ("PNC"), BANK OF AMERICA ILLINOIS
(formerly known as Continental Bank and Continental Bank N.A.)
("BAI"), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (acting
through Prudential Capital Group, "Prudential"; FAB, PNC, BAI and
Prudential herein collectively referred to as "Lenders", and each
a "Lender"), and FAB, as agent for the Lenders (in such capacity,
together with its successors and assigns, the "Agent") and BAI,
as documentation agent for the Lenders (in such capacity,
together with its successors and assigns, the "Documentation
Agent").
PRELIMINARY STATEMENTS
(1) The Companies, Dravo and the Lenders have entered into
an Override Agreement, dated as of January 21, 1992, as amended
by the First Amendment to Override Agreement, dated March 10,
1993, the Second Amendment to Override Agreement, dated as of
March 7, 1994, the Amendment Agreement, dated as of August 1,
1994, the Amendment Agreement, dated as of January 3, 1995, the
Amendment Agreement, dated as of December 31, 1995 and the
Amendment and Restatement of Articles IV, V and VI of the
Override Agreement and Amendment and Restatement of Appendix A
Definitions dated as of February 15, 1996 (as so amended and
restated, the "Override Agreement"). In addition, the Companies,
the Agent, the Documentation Agent and the Lenders have entered
into an Amended and Restated Revolving Credit Agreement, dated as
of January 21, 1992, as amended by the First Amendment to Amended
and Restated Revolving Credit Agreement, dated as of March 7,
1994, by the Amendment Agreement dated as of August 1, 1994, the
Amendment Agreement dated as of January 3, 1995, and the
Amendment Agreement dated as of December 31, 1995 (as so amended,
the "Revolving Credit Agreement"). Capitalized terms used but
not defined herein shall have the meanings assigned to such terms
in the Override Agreement.
(2) The parties hereto desire to amend the Revolving Credit
Agreement and certain other Operative Documents to extend the
Maturity Date of the Revolving Line of Credit from July 31, 1997
to July 31, 1998, and to extend the availability of the Letters
of Credit until July 31, 1998, among other things.
NOW, THEREFORE, in consideration of the premises, the
parties hereto agree as follows:
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ARTICLE I
SIXTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
SECTION 1.01. Amendments to Revolving Credit Agreement.
The Revolving Credit Agreement shall be, effective as of the date
hereof and subject to the satisfaction of the conditions
precedent set forth in Section 2.01 hereof, amended as follows:
(a) The first sentence of Section 1.1(a) is amended by
deleting the date "July 31, 1997" and substituting therefor the
date "July 31, 1998."
(b) The fourth sentence of Section 1.1(a) is amended by
deleting the date "July 31, 1997" and substituting therefor the
date "July 31, 1998."
(c) Section 1.1(a) is further amended by the addition at
the end thereof of the following:
"Notwithstanding anything in this Agreement to the
contrary, the maximum available Revolving Line of
Credit, together with the Stated Amount of all
outstanding Letters of Credit shall, as of August 1,
1997, and thereafter, be reduced from SIXTY FIVE
MILLION DOLLARS ($65,000,000.00) to FORTY-EIGHT MILLION
DOLLARS ($48,000,000.00), and, as of August 1, 1997,
the maximum limitation for each Lender shown opposite
the name of each Lender on Schedule I shall be reduced
on a proportionate basis to the foregoing reduction in
the maximum available Revolving Line of Credit,
together with the Stated Amount of all outstanding
Letters of Credit."
(d) The first sentence of Section 1.1(b)(i) is amended by
deleting "the Maturity Date" and substituting therefor "July 31,
1997."
(e) The first sentence of Section 1.1(b)(iii) is amended by
deleting "the Maturity Date" and substituting therefor "July 31,
1997."
(f) Section 1.1(c) is amended by the addition at the end
thereof of the following:
"On July 31, 1997, the Revolving Notes shall be amended
by Borrowers and each respective Lender to indicate the
extension of the Maturity Date to July 31, 1998, and
the reduction of the maximum available Revolving Line
of Credit, together with the Stated Amount of all
outstanding Letters of Credit, from $65,000,000.00 to
$48,000,000.00."
(g) The fourth sentence of Section 1.3 is amended by
deleting the date "July 31, 1997" and substituting therefor the
date "July 31, 1998."
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(h) Section 1.6 is amended by the addition of the following
parenthetical immediately after the number "$65,000,000.00", to-
wit:
"($48,000,000.00 after July 31, 1997)"
ARTICLE II
CONDITIONS PRECEDENT
SECTION 2.01. Conditions of Effectiveness. This Amendment
shall become effective when, and only when, (a) the Agent shall
have received counterparts of this Amendment executed by each of
the parties hereto, (b) all accrued but unpaid interest, fees and
expenses under the terms of the Revolving Credit Agreement, as
amended hereby, and all outstanding fees and expenses of counsel
to the Agent and the Lenders, shall have been paid in full to the
extent due and payable after giving effect to this Amendment, (c)
the Agent additionally shall have received all of the following
documents, each (unless otherwise indicated) being dated the date
of receipt thereof by the Agent (which date shall be the same for
all such documents), in form and substance satisfactory to the
Agent and the Lenders:
(i) Copies of (A) all documents evidencing all
requisite corporate action of each Dravo Party
(including any and all resolutions of the Board of
Directors of each Dravo Party) authorizing the
execution, delivery and performance of this Amendment
and the matters contemplated hereby and thereby, and
(B) all documents evidencing all Governmental
Approvals, if any, with respect to this Amendment and
the matters contemplated hereby and thereby.
(ii) A certificate of the Secretary or an
Assistant Secretary of each Dravo Party certifying the
names and true signatures of the officers authorized to
sign this Amendment on behalf of such Dravo Party and
any other documents to be delivered by such Dravo Party
hereunder.
(iii) Such other documents, instruments,
approvals (and, if required by the Agent, certified
duplicates of executed copies thereof) or opinions as
the Agent or any Lender may reasonably request.
(b) The representations and warranties contained herein
shall be true on and as of the effective date hereof; there shall
exist on the effective date hereof no Event of Default or
Default; there shall exist no material adverse change in the
financial condition, business operation or prospects of any Dravo
Party or its Subsidiaries since December 31, 1995; and each Dravo
Party shall have delivered to the Lenders an Officer's
Certificate, dated as of the effective date hereof, to such
effect.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01. Representations and Warranties of the Dravo
Parties.
(a) Each of the Dravo Parties hereby repeats and confirms
each of the representations and warranties made by it in Article
VII of the Override Agreement, as though made on and as of the
date hereof, with each reference therein to "this Agreement", the
"Operative Documents", "hereof", "hereunder", "thereof",
"thereunder" and words of like import being deemed to be a
reference to the Override Agreement and the Operative Documents,
in each case as amended hereby.
(b) Each of the Dravo Parties represents and warrants as
follows:
(i) Such Dravo Party and each of its Subsidiaries
is a corporation duly organized, validly existing and
in good standing under the laws of the state of its
incorporation and is duly qualified to do business in,
and is in good standing in, all other jurisdictions
where the nature of its business or the nature of
property owned or used by it makes such qualification
necessary.
(ii) The execution, delivery and performance by
such Dravo Party of this Amendment are within its
corporate powers, have been duly authorized by all
necessary corporate action and do not contravene (A)
such Dravo Party's charter or bylaws, (B) law, or (C)
any legal or contractual restriction binding on or
affecting such Dravo Party; and such execution,
delivery and performance do not or will not result in
or require the creation of any Lien upon or with
respect to any of its properties.
(iii) No Governmental Approval is required for
the due execution, delivery and performance by such
Dravo Party of this Amendment, except for such
Governmental Approvals as have been duly obtained or
made and which are in full force and effect on the date
hereof and not subject to appeal.
(iv) This Amendment constitutes the legal, valid
and binding obligations of such Dravo Party enforceable
against such Dravo Party in accordance with its terms;
subject to the qualifications, however, that the
enforcement of the rights and remedies herein is
subject to bankruptcy and other similar laws of general
application affecting rights and remedies of creditors
and that the remedy of specific performance or of
injunctive relief is subject to the discretion of the
court before which any proceedings therefor may be
brought.
(v) Except as set forth in the Form 10-K filed by
Dravo with the Securities Exchange Commission for the
year ended December 31, 1995, there
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are no pending or threatened actions, suits or
proceedings affecting such Dravo Party or any of its
Subsidiaries or the properties of such Dravo Party or
any of its Subsidiaries before any court, governmental
agency or arbitrator, that may, if adversely
determined, materially adversely affect the financial
condition, properties, business, operations or
prospects of such Dravo Party and its Subsidiaries,
considered as a whole, or affect the legality, validity
or enforceability of the Override Agreement or any
other Operative Document, in each case as amended by
this Amendment.
ARTICLE IV
CONSENT OF GUARANTOR
SECTION 4.01. Consent of Guarantor. Dravo, by its
execution hereof, does hereby consent to and approve the terms of
this Amendment and does hereby ratify and affirm its guaranty
obligations in favor of Lenders.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Reference to and Effect on the Operative
Documents.
(a) Upon the effectiveness of this Amendment, on and after
the date hereof each reference in the Revolving Credit Agreement
and the Override Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Revolving
Credit Agreement and the Override Agreement, respectively, and
each reference in the other Operative Documents to "the Revolving
Credit Agreement", "the Override Agreement", "thereunder",
"thereof" or words of like import referring to the Revolving
Credit Agreement and the Override Agreement, shall mean and be a
reference to the Revolving Credit Agreement and the Override
Agreement, respectively, as amended hereby.
(b) Except as specifically amended above, the Revolving
Credit Agreement, the Override Agreement and the Notes, and all
other Operative Documents, are and shall continue to be in full
force and effect and are hereby in all respects ratified and
confirmed. Without limiting the generality of the foregoing, the
Security Documents and all of the Collateral described therein do
and shall continue to secure the payment of all obligations of
the Dravo Parties under the Revolving Credit Agreement, the Notes
and the other Operative Documents, in each case as amended
hereby.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of any Lender or
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the Agent under any of the Operative Documents, nor constitute a
waiver of any provision of any of the Operative Documents.
SECTION 5.02. Costs and Expenses. The Dravo Parties
jointly and severally agree to pay on demand all costs and
expenses incurred by the Agent and the Lenders in connection with
the preparation, execution and delivery of this Amendment and the
other documents to be delivered hereunder and thereunder,
including, without limitation, the reasonable fees and out-of-
pocket expenses of counsel for the Agent and the Lenders with
respect thereto and with respect to advising the Agent and the
Lenders as to their rights and responsibilities under this
Amendment. The Dravo Parties jointly and severally further agree
to pay on demand all costs and expenses, if any (including,
without limitation, reasonable counsel fees and expenses of
counsel), incurred by the Agent and the Lenders in connection
with the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Amendment, the Transaction
Documents and the other documents to be delivered hereunder and
thereunder, including, without limitation, counsel fees and
expenses in connection with the enforcement of rights under this
Section 5.02.
SECTION 5.03. Execution in Counterparts. This Amendment
may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same
instrument.
SECTION 5.04. Governing Law. This Amendment shall be
governed by, and construed in accordance with, the laws of the
State of New York.
[Signatures on Next Two Pages]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
FIRST ALABAMA BANK,
Individually and as Agent
By: /s/ PETER P. GAILLARD
Name: Peter P. Gaillard
Title: Senior Vice Presiden
PNC BANK, NATIONAL ASSOCIATION
By: /s/ MICHAEL J. BEYER
Name: Michael J. Beyer
Title: Vice President
BANK OF AMERICA ILLINOIS,
Individually and as Documentation Agent
By: /s/ MICHAEL J. MCKINNEY
Name: Michael J. McKinney
Title: Vice President
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ KEVIN J. KRASKA
Name: Kevin J. Kraska
Title: Vice President
DRAVO CORPORATION
By: /s/ ERNEST F. LADD III
Name: Ernest F. Ladd III
Title: Executive Vice President
DRAVO LIME COMPANY
By: /s/ ERNEST F. LADD III
Name: Ernest F. Ladd III
Title: Executive Vice President
DRAVO BASIC MATERIALS COMPANY, INC.
By: /s/ ERNEST F. LADD III
Name: Ernest F. Ladd III
Title: Executive Vice President
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