Exhibit 10.3.1
AMENDMENT NO. 1 TO
AMENDED AND
RESTATED
REVOLVING CREDIT
AGREEMENT
This AMENDMENT NO. 1 (“Amendment”), dated as of
March 29, 2005 is by and among (i) WACHOVIA BANK, NATIONAL
ASSOCIATION , as an individual Lender and as Sole Lead Arranger
and Administrative Agent (“Wachovia”), Wachovia in its
capacity as the Lead Arranger and Administrative Agent is
hereinafter referred to as the “Agent”, MERRILL
LYNCH BUSINESS FINANCIAL SERVICES INC. , as an individual
Lender (“Merrill”), BANKNORTH, N.A., as an
individual Lender (“Banknorth”) and UNION BANK OF
CALIFORNIA, N.A. , an individual Lender (“UBOC”)
and (ii) TRC COMPANIES, INC. , a Delaware corporation
(“TRC”) and the subsidiaries of TRC listed herein,
(each a “Borrower” and collectively the
“Borrowers”).
W I T N E S
S E T H :
WHEREAS, the Borrowers (except for the Additional Borrowers, as
defined below), Agent and Lenders are parties to a certain Amended
and Restated Revolving Credit Agreement, dated as of March 31, 2004
(the “Credit Agreement”) and certain other Credit
Documents executed and delivered in connection
therewith;
WHEREAS, the Borrowers, the Agent and the Lenders desire to amend
the Credit Agreement for the purpose of increasing the Commitments
to an aggregate amount not to exceed $80,000,000, said increase to
be accomplished by the increase of the Commitments of Wachovia,
MLBFS and Banknorth to $30,000,000, $15,000,000 and $25,000,000,
respectively;
WHEREAS, the Borrowers, the Agent and the Lenders further desire to
amend the Credit Agreement to (i) extend the Revolving Credit
Expiration Date to March 31, 2008, (ii) modify and/or supplement
certain of the financial covenants set forth therein and (iii) make
certain other changes as set forth herein;
WHEREAS, the Borrowers have also requested that the following
companies be joined to the Credit Agreement and the Security
Agreement as additional Borrowers and Grantors: Environomics, Inc.,
Environomics Southwest, LLC, Environomics TX, LLC, Environomics
West, LLC, Pacific Land Design, Inc., Pacific Land
Design-Roseville, Inc., Vpoint, and Willis Engineering, Inc.,
Centurion Solutions, LLC and Site-Blauvelt Engineers International,
LLC (together, the “Additional Borrowers”);
and
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration (the receipt and sufficiency of which are
hereby acknowledged), the parties hereto hereby agree as
follows:
* Based on currently proposed
allocations/subject to change
1
1.
Defined Terms; Effect of Amendment .
(a)
Unless otherwise modified hereby, all capitalized terms used herein
which are defined in the Credit Agreement, and not otherwise
defined herein, are used herein as defined in the Credit
Agreement. All capitalized terms used herein which are
defined in the Credit Agreement and modified herein shall have the
meaning assigned to such terms in the Credit Agreement as so
modified.
(b)
This Amendment is an amendment to the Credit Agreement.
Unless the context of this Amendment otherwise requires, the Credit
Agreement and this Amendment shall be read together and shall have
effect as if the provisions of the Credit Agreement and this
Amendment were contained in one agreement. After the
effective date of this Amendment, all references in the Credit
Agreement to the “Credit Agreement”, “this
Agreement”, “hereto”, “hereof”,
“hereunder” or words of like import referring to the
Credit Agreement shall mean the Credit Agreement as amended by this
Amendment, and all references in the Notes and the other Credit
Documents to the Credit Agreement shall mean the Credit Agreement
as amended by this Amendment.
2.
Amendment to Credit Agreement .
(a) For
the purpose of establishing the increased commitments of Wachovia,
Merrill and Banknorth under the Credit Agreement and increasing the
aggregate Commitments of all of the Lenders to $80,000,000,
SCHEDULE “A” to the Credit Agreement is
hereby deleted in its entirety and SCHEDULE
“A” attached hereto is hereby substituted into,
and made a part of, the Credit Agreement, in its place.
(b) The
definition of “Applicable Margin” set forth in Section
1.01 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
““ Applicable
Margin ” shall mean (A) with respect to Base Rate
Loans, 0 basis points (0.00%), (B) with respect to LIBOR
Loans, 170 basis points (1.70%) and (C) as used to determine
the unused fee pursuant to Section 3.01 hereof, 25 basis points
(0.25%); subject , however , to adjustment in
accordance with the following pricing schedule determined by
reference to the Leverage Ratio of the Borrowers based on the
results reported on the then most recently received financial
statements delivered by the Borrowers pursuant to Section 7.02(a)
and (b) hereof, as the case may be, for the Test Period ending as
of the last day of the fiscal period reported in said
statements:
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Level
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If Such Ratio Is:
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Applicable Margin for
Base Rate Loans
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Applicable Margin for
LIBOR Loans
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Applicable Margin for
Unused Fees
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I
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Less than 1.00 to 1.00
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minus 50 basis points
(-0.50%)
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plus 145 basis points (1.45%)
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plus 25 basis points (.25%)
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II
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Greater than or equal to 1.00 to 1.00; but less
than 2.00 to 1.00
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0 basis points (.00%)
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plus 170 basis points (1.70%)
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plus 25 basis points (.25%)
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|
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III
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Greater than or equal to 2.00 to 1.00
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plus 25 basis points (0.25%)
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plus 195 basis points (1.95%)
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plus 25 basis points (.25%)
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Adjustments, if any, to the
Applicable Margin shall be made by the Agent effective as of the
tenth (10 th ) Business Day after receipt by the Agent
and the Lenders of the compliance certificate required pursuant to
Section 7.03 hereof.
Notwithstanding the foregoing, at
all times during which there exists a Default or Event of Default,
the Applicable Margin (A) with respect to Base Rate Loans and
LIBOR Loans, shall be determined by reference to 2.07(a), and
(B) as used to determine the unused fee pursuant to Section
3.01 hereof, shall be plus 50 basis points
(.50%).”
(c) The
definition of “Consolidated EBITDA” set forth in
Section 1.01 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
““ Consolidated
EBITDA ” shall mean, for any period, the consolidated net
income (or deficit) of the Borrowers, determined in accordance with
GAAP, plus to the extent deducted in computing consolidated
net income (or deficit) for such period (a) interest expense, (b)
income taxes, (c) non-cash stock option compensation expense, and
(d) depreciation and amortization.”
(d) The
definition of “Revolving Credit Expiration Date” set
forth in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
““ Revolving Credit
Expiration Date ” shall mean March 31, 2008, as the same
may be extended for an additional one (1) year period in accordance
with Section 2.02 hereof.”
(e)
Section 5.02 of the Credit Agreement shall be amended and restated
as follows:
“5.02
Requirements for Any Advance and Issuance of Letter of
Credit . The obligation of the Lenders to make any
Revolving Credit Loans or Swingline Loans and the obligation of the
Agent to issue any Letter of Credit, in each case subsequent to the
Closing Date, is subject to satisfaction of the following
conditions:
(i)
the representations and warranties contained in Section 6 hereof
are true and correct on and as of the date of funding of each such
Loan or date of issuance of such Letter of Credit, as the case may
be;
2
(ii)
no Default or Event of Default has occurred and is
continuing;
(iii)
there has been no material adverse change in the Borrower’s
or any other Obligor’s condition, financial or otherwise,
since the Closing Date;
(iv)
all of the Credit Documents remain in full force and effect;
and
(v)
after recalculating the Leverage Ratio for the Test Period
immediately preceding the date a Notice of Borrowing is delivered
to the Agent in connection with a requested Loan or Letter of
Credit in accordance with the immediately preceding Section, the
Borrowers shall be in compliance with the Leverage Ratio in effect
at the end of such Test Period pursuant to Section 8.08
hereof. For purposes of recalculating the Leverage Ratio in
connection with this condition only, the amount of the Loan or
Letter of Credit requested by the Borrower shall be added to the
amount of Borrower’s Consolidated Funded Debt as if it were
incurred in the applicable Test Period.”
(f)
Section 8.08 of the Credit Agreement shall be amended and restated
to read as follows:
“8.08
Leverage Ratio . The Borrowers will not permit
the Leverage Ratio to be greater than (i) 2.50 to 1.00 for the Test
Periods ended March 31, 2005 and June 30, 2005, (ii) 2.25 to 1.00
for the Test Periods ended September 30, 2005, December 31, 2005,
March 31, 2006 and June 30, 2006 and (iii) 2.00 to 1.00 for any
Test Period thereafter.”
(g)
Section 8.10 of the Credit Agreement shall be amended and restated
to read as follows:
“8.10
Net Worth . The Borrowers will not
permit Consolidated Net Worth at any time to be less than
(a) $160,000,000 plus (b) the sum of
(i) 75% of quarterly positive net income on a cumulative basis
commencing with results reported with respect to the fiscal quarter
ending March 31, 2005 and (ii)&nbs
