EXHIBIT 10.19
AMENDMENT TO CREDIT AGREEMENT
THIS AGREEMENT, dated as of June 12, 1997, by and between Hagler Bailly
Consulting, Inc., a Delaware corporation (the "Company"), and State Street Bank
and Trust Company (the "Bank").
WITNESSETH:
WHEREAS, the Company and the Bank are parties to that certain Credit Agreement
date as of May 17, 1997, as amended (the "Credit Agreement"): and
WHEREAS, the parties wish to amend the Credit Agreement in the manner
hereinafter set forth;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used herein without definition which are
defined in the Credit Agreement shall have the respective meanings ascribed to
them in the Credit Agreement.
2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as
follows:
2.1 Subsection 1.1 of the Credit Agreement is amended by deleting
clause (ii) appearing in the first sentence thereof in its entirety and by
inserting in lieu thereof the following new clause (ii):
"(ii) establish a revolving credit with the Bank in an aggregate
principal amount at any one time outstanding not in excess of
$6,000,000, subject to reduction as provided in subsection 1.9
hereof (the "Revolving Commitment"), to expire on the Expiration
Date."
2.2 Subsection 1.9 of the Credit Agreement is amended by adding the
following new sentence at the end thereof:
"Notwithstanding the foregoing provisions hereof, on July 31, 1997
the Revolving Commitment shall, without further notice of any kind,
automatically reduce to $4,500,000 (subject to such further
permanent reductions as the Company may elect to make pursuant to
this subsection 1.9)."
2.3 The Credit Agreement is amended by deleting Exhibit B (being the
form of Revolving Credit Note) in its entirety and by substituting therefore a
new Exhibit B in the form attached hereto.
2.4 The Credit Agreement is amended by deleting Exhibit D (being the
form of Borrowing Base Certificate) in its entirety and by substituting
therefore a new Exhibit D in the form attached hereto.
3. Conditions of Amendment
3.1 The undertaking of the Bank herein and the effectiveness of this
Agreement are subject to the following conditions:
(a) The Bank shall have received a new Revolving Credit Note, duly
executed and in the form of Exhibit B attached hereto, in
replacement of the Revolving Credit Note heretofore issued to the
Bank and presently held by it (the "Old Revolving Credit Note").
The Old Revolving Credit Note shall be returned by the Bank to the
Company for cancellation upon receipt by the Bank of the new
Revolving Credit Note pursuant to this subsection 3.1(a).
(b) The Bank shall have received the written consent of Reliance
Insurance Company, as transferee of the Seller, pursuant to section
8 of the Intercreditor and Subordination Agreement, dated as of May
25, 1995, among the Company, the Bank and the Seller, such consent
to be satisfactory in form to the Bank and its counsel.
(c) No event of Default specified in section 8 of the Credit
Agreement, nor any event which with the giving of notice or
expiration of any applicable grace period, or both, would
constitute an Event of Default, shall have occurred and be
continuing, and the Bank shall have received a certificate, signed
by a principal officer of the Company, certifying that the
foregoing condition has been fulfilled.
(d) The Bank shall have received such other information and
documents as the Bank or its counsel may reasonably request in
connection with the transactions contemplated by this Agreement,
including without limitation evidence satisfactory to the Bank and
its counsel that this Agreement and the transactions contemplated
hereby have been duly authorized by all necessary corporate action
on the part of the Company. Such information and documents where
appropriate shall be certified by appropriate corporate officers or
governmental authorities.
4. Miscellaneous
4.1 As modified hereby, the provisions of the Credit Agreement shall
continue in full force and effect.
4.2 This agreement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of the counterparts shall
together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a sealed
instrument as of the date first above written.
HAGLER BAILLY CONSULTING, INC.
By /s/ Daniel M. Rouse CFO
----------------------------
Daniel M. Rouse (Title)
STATE STREET BANK AND TRUST
COMPANY
By /s/ Linda A. Moulton
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Linda A. Moulton (Title)
Vice President
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