Exhibit 10.49
AMENDMENT NO. I
TO
REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 1, dated as of March 22, 1999 (the "Amendment"), to the
Revolving Credit Agreement, dated as of November 20, 1998 (the "Revolving Credit
Agreement"), between HAGLER BAILLY, INC., a Delaware corporation (the
"Borrower"), THE LENDERS FROM TIME TO TIME A PARTY THERETO (the "Lenders") and
NATIONSBANK, N.A., a national banking association and in its separate capacity
as agent (the "Agent"). Capitalized terms used herein without definition shall
have the respective meanings specified in the Revolving Credit Agreement.
WITNESSETH
WHEREAS, pursuant to the Revolving Credit Agreement, the Lenders have
provided to the Borrower a revolving credit facility, and has agreed to issue
standby letters of credit, all upon the terms and conditions specified in the
Revolving Credit Agreement;
WHEREAS, the Borrower has requested a modification to one or more terms
of the Revolving Credit Agreement, and the Lenders are willing to make such
modifications;
WHEREAS, upon the terms and subject to the conditions contained herein,
the parties hereto desire to amend the Revolving Credit Agreement; and
WHEREAS, as of the date hereof, the Lenders under the Revolving Credit
Agreement consist only of NationsBank, N.A.;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1. Amendment to Section 6. 1 (g) of the Revolving Credit
Agreement. The parties hereto hereby amend the first sentence of Section 6.1(g)
of the Revolving Credit Agreement by inserting after the words "a ratio of
Consolidated Cash Flow to Consolidated Fixed Charges of not less than 2.00 to
1.00" but before the "." the following words: "; provided, however, that for and
at all times during the Fiscal Quarters ending March 31, June 30 and September
30, 1999, the Borrower and its Consolidated Subsidiaries shall maintain a ratio
of Consolidated Cash Flow to Consolidated Fixed Charges of not less than 1.75 to
1.00".
Section 2. Amendment to Section 6.2(a)(ii) of the Revolving Credit
Agreement. The parties hereto hereby amend Section 6.2(a)(ii) of the Revolving
Credit Agreement by deleting such section in its entirety and substituting
therefor the following:
"(ii) any Lien (A) which shall constitute a purchase
money security interest (excluding, for the purpose of this
clause (ii), any purchase money security interest Lien assumed
in connection with the acquisition of any Acquisition Party)
or (B) granted to or possessed by any financial institution or
insurance company (other than the Lenders) in connection with
any surety bond issued by such financial institution or
insurance company in connection with the performance of any
contract to which the Borrower or any Subsidiary is a party;
provided that the amount of all such Liens permitted by this
clause (ii) shall not exceed (in the aggregate and as to the
Borrower and its Subsidiaries, taken as a whole) $1,000,000;".
Section 3. Amendment to Section 6.2(c)(i) of the Revolving Credit
Agreement. The parties hereto hereby amend Section 6.2(c)(i) of the Revolving
Credit Agreement by deleting such section in its entirety and substituting
therefor the following:
"(i) at any time and from time to time during the
period beginning March 22, 1999 and ending March 31, 2001,
repurchase the issued and outstanding shares of capital stock
of the Borrower provided that the aggregate consideration paid
by the Borrower for all such shares so repurchased does not
exceed $20,000,000 and, provided further, that after giving
effect to any such repurchase, the Borrower shall be in
compliance with all provisions of this Agreement (including,
without limitation, all financial ratios contained in Section
6.1 hereof based on the financial statements most recently
provided by the Borrower to the Lenders);"
Section 4. Amendment to Section 6.2(b)(iv) of the Revolving Credit
Agreement. The parties hereto hereby amend Section 6.2(b)(iv) of the Revolving
Credit Agreement by deleting such section in its entirety and substituting
therefor the following:
"(iv) (A) indebtedness constituting purchase money
security indebtedness or (B) indebtedness for, or
reimbursement obligations (whether contingent or accrued) in
respect of, any surety bond issued by a financial institution
or insurance company (other than the Lenders) in connection
with the performance of any contract to which the Borrower or
any Subsidiary thereof is party; provided that the amount of
all such party, indebtedness permitted by this clause (iv)
shall not exceed (in the aggregate and as to the Borrower and
its Subsidiaries, taken as a whole) $1,000,000;".
Section 5. Amendment to Section 6.2(e)(i) of the Revolving Credit
Agreement. The parties hereto hereby amend Section 6.2(e)(i) of the Revolving
Credit Agreement by deleting such section in its entirety and substituting
therefor the following:
"(i) the cash component of the Acquisition
Consideration (which shall consist of all cash, cash
equivalents, promissory notes (or other similar instruments)
issued and the assumption of debt, as provided therein) paid
for all Acquisition Parties (including foreign Acquisition
Parties permitted pursuant to clause (vi) below) (A) during
the 12-month period commencing from the Effective Date shall
not exceed, in the aggregate, the sum of (x) $40,000,000.00
less (y) the Stock Repurchase Delta, and (B) during the period
commencing from the Effective Date and ending on the date on
which all of the Obligations hereunder shall have been paid in
full shall not exceed, in the aggregate, the sum of (x)
$50,000,000.00 less (y) the Stock Repurchase Delta;"
Section 6. Definitions. Section 1.1 of the Revolving Credit Agreement is
hereby amended by inserting therein, in proper alphabetical order, the
following definition:
"Stock Repurchase Delta" means the amount by which the
aggregate purchase price paid by the Borrower for the repurchase of any
of its shares of capital stock, as permitted by Section 6.2(c)(i)
hereof, exceeds $5,000,000.
Section 7. Fee. In consideration for the amendments contained herein,
the Borrower shall pay to the Agent, for the account of the Lenders, a fee in
the amount separately agreed to in writing by the Lenders and the Borrower, and
the Borrower hereby authorizes the Agent to debit the Borrower Account in the
amount of such fee upon the execution and delivery hereof the parties hereto.
Section 8. Miscellaneous. This Amendment shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia, without
regard to principles of conflicts of laws. Except as hereby expressly amended by
this Amendment, the terms, covenants, conditions, agreements and representations
and warranties contained in the Revolving Credit Agreement are in all respects
ratified and confirmed and remade as of the date hereof and, except as amended
hereby, shall continue in full force and effect. This Amendment represents the
agreement of the parties hereto with respect to the subject matter hereof, and
there are no promises, undertakings, representations or warranties by the
Lenders relative to the subject matter hereof not expressly set forth or
referred to herein. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one and the same instrument. The section headings and
subsection headings have been inserted for convenience of reference only and do
not constitute matters to be considered in interpreting this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers as of the day and year first above
written.
HAGLER BAILLY, INC.
By: /s/ Glenn J. Dozier
Name: Glenn J. Dozier
Title: Senior Vice President and
Chief Financial Officer
NATIONSBANK, N.A., as Lender and Agent
By: /s/ James W. Gaittens
Name: James W. Gaittens
Title: Senior Vice President