Exhibit 10.1
FIRST AMENDMENT TO THE FIRST AMENDED
AND RESTATED LOAN AGREEMENT
THIS
FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED LOAN AGREEMENT
(this “ Amendment ”), dated as of
September 1, 2007, by and among MICHAEL BAKER CORPORATION, a
Pennsylvania corporation (“MBC”), MICHAEL BAKER, JR.,
INC., a Pennsylvania corporation (“Michael Baker Jr.”),
BAKER/MO SERVICES, INC., a Texas corporation
(“Baker/MO”), BAKER/OTS, INC., a Delaware corporation
(“Baker/OTS”), BAKER ENGINEERING NY, INC., a New York
corporation (“Baker NY”) (MBC, Michael Baker Jr.,
Baker/MO, Baker/OTS and Baker NY are sometimes individually
referred to herein as a “ Borrower ” and
collectively as the “ Borrowers ”), the Bank
parties hereto from time to time and CITIZENS BANK OF PENNSYLVANIA,
a banking association organized and existing under the laws of the
Commonwealth of Pennsylvania, as administrative agent for the Bank
parties hereunder (in such capacity, together with the successors
in such capacity, the “ Agent ”).
W I T N E S S
E T H :
WHEREAS,
the Borrowers, the Banks and the Agent entered into that certain
First Amended and Restated Loan Agreement dated as of
September 17, 2004, as amended by letter agreements dated as
of September 30, 2005, December 31, 2005 and
June 15, 2006 and as the same may have been further amended
from time to time (the “ First Amended and Restated Loan
Agreement ” or the “ Existing Credit
Agreement ”), pursuant to which the Bank parties to the
First Amended and Restated Loan Agreement made a revolving credit
facility in the maximum aggregate amount of $60,000,000 available
to Borrowers and the Swing Line Lender (as defined in the First
Amended and Restated Loan Agreement) made a swing line facility in
the maximum aggregate amount of $5,000,000 available to the
Borrowers;
WHEREAS,
the parties to this Amendment, in their mutual interest, have
agreed to amend the First Amended and Restated Loan Agreement
pursuant to the terms and conditions set forth herein to, among
other things, extend the expiration date of the revolving credit
facility and the swing line facility under the Agreement, all as
provided for and upon the terms and conditions set forth in this
Amendment; and
NOW,
THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Defined Terms
. All terms used in this Amendment and not otherwise defined
herein shall have the meanings ascribed to them in the Existing
Credit Agreement. The Existing Credit Agreement and this Amendment
are to be treated as one agreement and are together referred to
hereafter as the “ Agreement ”.
2. Recitals . The
recitals set forth above are fully incorporated into this Amendment
by reference. All references to “ Agent ” shall
refer to Agent in its capacity as agent for the Banks
and for
the benefit of itself and the Banks and on behalf of itself and the
Banks, as provided for and contemplated under the Loan
Documents.
3. Amendment of Certain
Defined Terms .
(a) The
following terms contained in Section 1.01 of the Existing
Credit Agreement are amended and restated as follows:
(i) “Agreement”
shall mean the First Amended and Restated Loan Agreement entered
into by and among the Borrowers, the Banks and the Agent dated as
of September 17, 2004, as amended by the First Amendment dated
as of the First Amendment Date, as the same may be further amended,
modified or supplemented from time to time.
(ii) “Expiry
Date” shall mean October 1, 2011 or such earlier date on
which the Revolving Credit Facility Commitment shall have been
terminated pursuant to this Agreement.
(b) The
following terms shall be inserted in Section 1.01 of the
Existing Credit Agreement in the appropriate alphabetical
order:
(i) “
First Amendment ” shall mean the First Amendment to
the First Amended and Restated Loan Agreement by and among the
Borrowers, the Agent and the Banks dated as of the First Amendment
Date.
(ii) “
First Amendment Date ” shall mean September 1,
2007.
(iii) “
Net Proceeds ” shall mean proceeds in cash, checks or
other cash equivalent financial instruments as and when received by
a Person from a sale of stock or assets (a
“Disposition”), net of: (i) the direct costs
relating to such Disposition excluding amounts payable to any
Borrower or any Affiliate of any Borrower (unless deemed reasonable
by the Agent), and (ii) any reserves for indemnification
obligations in connection with the Disposition (provided, that any
reserves remaining at the end of the applicable indemnification
period shall constitute Net Proceeds hereunder).
2
4. Amendment of
Section 2. 02(a)(ii) . The chart contained at
the end of Section 2.02(a)(ii) of the Existing Credit Agreement
shall be amended and restated as follows:
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Applicable Libor |
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Applicable Prime |
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Applicable L/C |
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Tier |
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Leverage Ratio |
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Margin |
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Margin |
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Margin |
| I |
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X < 0.75 |
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75 basis points (bps) |
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0.0 |
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75 bps |
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| II |
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0.75 £ X < 1.25 |
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100 bps |
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0.0 |
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100 bps |
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| III |
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1.25 £ X < 1.75 |
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125 bps |
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0.0 |
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125 bps |
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| IV |
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X ³ 1.75 |
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175 bps |
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0.0 |
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175 bps |
5. Amendment of
Section 2.04(b) . Section 2.04(b) of the Existing
Credit Agreement shall be amended and restated as follows:
“(b)
The Borrowers shall pay to the Agent for the account of each Bank,
(i) the Letter of Credit Commission pursuant to
Section 2.06 hereof, and (ii) a commitment fee on the
unused portion of the Revolvin
