FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED
CREDIT AGREEMENT (this "First Amendment") is dated as of
September 17, 1996 and is entered into by and among DAMES &
MOORE, INC., a Delaware corporation (the "Company") the several
financial institutions from time to time party to this Agreement
(collectively, the "Banks"; individually, a "Bank"), and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for the
Banks (the "Agent") and amends the First Amended and Restated
Credit Agreement dated as of May 24, 1996 among the Company, the
Banks and the Agent (the "Agreement").
RECITAL
The Company has requested that up to $5,000,000 in
"evergreen" Letters of Credit be allowed at any one time within
the Revolving Commitments under the Agreement, and the Banks, the
Issuing Bank and Agent are willing to amend the Agreement to
permit such evergreen Letters of Credit on the terms and
conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Terms. All capitalized terms used herein have the
same meanings as in the Agreement unless otherwise defined
herein. All references to the Agreement shall mean the Agreement
as hereby amended.
2. Amendments. The parties hereto agree that the
Agreement is amended as follows:
2.1 Section 3.1(a)(ii) of the Agreement is amended by
inserting the following at the end of the proviso therein before
the period:
" or (3) the Equivalent Amount of all L/C Obligations
with respect to 'evergreen' Letters of Credit Issued
hereunder exceeds $5,000,000 in the aggregate."
2.2 Section 3.1(b)(iii) of the Agreement is amended by
inserting "having a fixed expiry date" after "the expiry date of
any requested Letter of Credit."
2.3 Section 3.2(a)(iii) of the Agreement is amended by
inserting "or whether such Letter of Credit is an 'evergreen'
Letter of Credit" at the end thereof before the semicolon.
2.4 Section 3.8(a) of the Agreement is amended and
restated in its entirety as follows:
"(a) Each Borrower shall pay to the Agent for the
account of each of the Banks a letter of credit fee
with respect to each Letter of Credit for which it is
the account party at the applicable Letter of Credit
Fee rate per annum, payable on the average Equivalent
Amount available to be drawn under such outstanding
Letter of Credit during such quarter. Such letter of
credit fees shall be nonrefundable and shall be due and
payable in Dollars quarterly in arrears on (and
inclusive of) the last Business Day of each June,
September, December and March and on the Termination
Date (or such later date upon which the outstanding
Letters of Credit shall expire)."
3. Representations and Warranties. The Company
represents and warrants to the Banks, the Issuing Bank and the
Agent:
3.1 Authorization. The execution, delivery and
performance of this First Amendment by the Company has been duly
authorized by all necessary corporate action by the Company and
has been duly executed and delivered by the Company.
3.2 Binding Obligation. This First Amendment and the
Agreement are legal, valid and binding agreements of the Company,
enforceable in accordance with their respective terms, except to
the extent enforceability thereof may be limited by applicable
law relating to bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting
creditors' rights generally or by the application of general
principles of equity.
3.3 No Legal Obstacle to Agreements. Neither the
execution of this First Amendment, the making by the Company of
any borrowings under the Agreement, as amended hereby, nor the
performance of the Agreement by the Company has constituted or
resulted in or will constitute or result in a breach of the
provisions of any material agreement, or the violation of any
law, judgment, decree or governmental order, rule or regulation
applicable to the Company, or result in the creation under any
material agreement of any security interest, lien, charge, or
encumbrance upon any of the assets of the Company. No approval
or authorization of any Governmental Person is required to be
obtained by the Company to permit the execution, delivery or
performance by the Company of this First Amendment, the Agreement
as amended hereby, or the transactions contemplated hereby or
thereby, or the making of any borrowing by the Company under the
Agreement, as amended hereby.
3.4 Incorporation of Certain Representations. The
representations and warranties set forth in Section 5 of the
Agreement are true and correct in all material respects on and as
of the date hereof as though made on and as of the date hereof
except to the extent such representations and warranties
expressly relate to an earlier date, in which case such
representations and warranties were true and correct in all
material respects on and as of such earlier date.
3.5 Default. No Default or Event of Default under the
Agreement has occurred and is continuing.
4. Conditions, Effectiveness. The effectiveness of
this First Amendment shall be subject to the compliance by the
Company with its agreements herein contained, and to the delivery
of the following to Agent in form and substance satisfactory to
Agent and the Issuing Bank:
4.1 Corporate Resolution. A copy of a resolution
or resolutions passed by the Board of Directors of the Company,
certified by the Secretary or an Assistant Secretary of the
Company as being in full force and effect on the effective date
of this First Amendment, authorizing the amendments to the
Agreement herein provided for and the execution, delivery and
performance of this First Amendment and any note or other
instrument or agreement required hereunder.
4.2 Authorized Signatories. A certificate, signed by
the Secretary or an Assistant Secretary of the Company and dated
the date of this First Amendment, as to the incumbency of the
person or persons authorized to execute and deliver this First
Amendment and any instrument or agreement required hereunder on
behalf of the Company.
4.3 Other Evidence. Such other evidence with respect
to the Company or any other person as the Agent, the Issuing Bank
or any Bank may reasonably request to establish the consummation
of the transactions contemplated hereby, the taking of all
corporate action in connection with this First Amendment and the
Agreement and the compliance with the conditions set forth
herein.
5. Miscellaneous.
5.1 Effectiveness of the Agreements. Except as hereby
amended, the Agreement shall remain in full force and effect.
5.2 Waivers. This First Amendment is specific in time
and in intent and does not constitute, nor should it be construed
as, a waiver of any other right, power or privilege under the
Agreement, or under any agreement, contract, indenture, document
or instrument mentioned in the Agreement; nor does it preclude
any exercise thereof or the exercise of any other right, power or
privilege, nor shall any future waiver of any right, power,
privilege or default hereunder, or under any agreement, contract,
indenture, document or instrument mentioned in the Agreement,
constitute a waiver of any other default of the same or of any
other term or provision.
5.3 Counterparts. This First Amendment may be
executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and
the same instrument. This First Amendment shall not become
effective until the Company, the Banks, the Agent, and Issuing
bank shall have signed a copy hereof, whether the same or
counterparts, and the same shall have been delivered to the
Agent.
5.4 Jurisdiction. This First Amendment, and any
instrument or agreement required hereunder, shall be governed by
and construed under the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be duly executed and delivered by their proper
and duly authorized officers as of the day and year first above
written.
DAMES & MOORE, INC.
By: Mark A. Snell
____________________________
Name: Mark A. Snell
Title: Executive VP and CFO
O'BRIEN-KREITZBERG, INC., as a
Guarantied Subsidiary
By: Steve Bienfest
____________________________
Name: Steve Bienfest
Title: Executive VP and CFO
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By: Robert Troutman
____________________________
Name: Robert Troutman
Title: Managing Director
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Issuing Bank and a Bank
By: Robert Troutman
____________________________
Name: Robert Troutman
Title: Managing Director
SANWA BANK CALIFORNIA
By: Mary E. King
Name: Mary E. King
Title: Vice President
CERTIFICATE OF INCUMBENCY OF THE
OFFICERS OF DAMES & MOORE, INC.
I, Stephanie H. Paxton, Assistant Secretary of Dames & Moore,
Inc., a Delaware corporation, do hereby certify that the
following named individuals are the duly elected qualified and
acting officers of Dames & Moore, Inc. and hold the offices of
Dames & Moore, Inc. set forth opposite their names. I further
certify that the signatures written opposite the names and titles
of such officers are their correct signatures and that such
officers, or any one of them, are authorized to execute and
deliver the First Amended and Restated Credit Agreement dated as
of May 24, 1996, and all amendments thereto, between Dames &
Moore, Inc. and Bank of America National Trust and Savings
Association as Agent.
NAME TITLE SIGNATURE
Arthur C. Darrow President & CEO Arthur C. Darrow
_______________________
Mark A. Snell Executive VP & CFO Mark A. Snell
_______________________
Robert M. Perry Executive Vice President, Robert M. Perry
Corporate Affairs _______________________
In Witness Whereof
Name of Corporation: Dames & Moore, Inc.
By: Stephanie H. Paxton
______________________________
Name: Stephanie H. Paxton, Assistant Secretary
Date: September 17, 1996
BANK OF AMERICA AS AGENT
First Amendment to First Amended and Restated Credit Agreement
Previously, the Board of Directors granted the authority to the
President and/or Executive Vice President to execute the $50,000,000
First Amended and Restated Credit Agreement dated May 24, 1996 (the
"Agreement") with Bank of America and Sanwa Bank California (the
"Banks"). And now, Dames & Moore, Inc. has requested that up to
$5,000,000 in "evergreen" Letters of Credit be allowed at any one time
within the Revolving Commitments under the Agreement, and the Banks
are willing to amend the Agreement to permit such evergreen Letters of
Credit on the terms and conditions set forth in the "First Amendment
to First Amended and Restated Credit Agreement" (the "First Amendment")
dated as of September 17, 1996.
This will certify that the previous authority granted by the Board of
Directors also includes the execution, delivery, and performance of
amendments to the Agreement and related documents as required by the
Banks. I further certify that said resolutions are still in full
force and effect and have not been amended or revoked.
In Witness Whereof
Name of Corporation: Dames & Moore, Inc.
By: Stephanie H. Paxton
______________________________
Name: Stephanie H. Paxton, Assistant Secretary
Date: September 17, 1996
.