AMENDMENT NO. 3 TO CREDIT AGREEMENT
PREAMBLE: THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of May 3, 2001 (the
"Amendment"), is made by and among LAWGIBB GROUP, INC., formerly known as Law
Companies Group, Inc., a corporation organized under the laws of the State of
Georgia, United States ("LCGI"), as Borrowers' Representative and as a
Guarantor; LAW ENGINEERING AND ENVIRONMENTAL SERVICES, INC., a corporation
organized under the laws of the State of Georgia, United States ("U.S.
Borrower"), and XXXX LTD, a company organized under the laws of the United
Kingdom ("International Borrower"; the International Borrower and the U.S.
Borrower sometimes hereinafter called, collectively, herein the "Borrowers" or,
individually, a "Borrower"), as Borrowers; LAW ENVIRONMENTAL CONSULTANTS, INC.,
a corporation organized under the laws of the State of Georgia, United States
("LECI"), LAW INTERNATIONAL, INC., a corporation organized under the laws of the
State of Georgia, United States ("LII"), XXXX INTERNATIONAL HOLDINGS, INC., a
corporation organized under the laws of the State of Delaware ("GIH"), and XXXX
HOLDINGS LTD., a corporation organized under the laws of the United Kingdom
("GHL"; GHL, GIH, LII and LECI, together with other Subsidiaries becoming
Guarantors hereafter pursuant to the operation and effect of Section 7.15 of the
Credit Agreement (as defined below), are sometimes hereinafter called,
collectively, the "Subsidiary Guarantors" and, individually, a "Subsidiary
Guarantor"), as additional Guarantors; BANK OF AMERICA, N.A., a national banking
association organized under the laws of the United States ("BOA") (the successor
to Bank of America National Trust and Savings Association), acting individually
and through its London Branch (in such latter capacity, BOA is sometimes called
herein, "XXXX"), as Issuing Bank, Overdraft Bank, International Agent and a
Lender; BOA (the successor to Bank of America, FSB), as U.S. Agent and a Lender;
and any other financial institutions party hereto from time to time (herein
sometimes called, collectively, together with BOA and XXXX, the "Lenders" or,
individually, a "Lender"), as Lenders; for the purpose of setting forth certain
modifications and amendments to that certain Credit Agreement, dated as January
15, 1998, among the above-named parties (as amended pursuant to an Amendment No.
1 to Credit Agreement dated as of October 16, 1998, and as further amended
pursuant to an Amendment No. 2 to Credit Agreement dated as of March 10, 2000,
hereinafter referred to herein as the "Credit Agreement"), to which said parties
have agreed.
WHEREAS, LCGI, as Borrowers' Representative, has notified the U.S. Agent that it
intends to consummate a transaction in which GIH would sell all of the issued
and outstanding capital stock of certain of its subsidiaries and LII would sell
all of the issued and outstanding capital stock of GIH (the "Jacobs
Transaction"), pursuant to a Stock Purchase Agreement dated as of April 28,
2001, by and among LCGI, LII and GIH, on the one hand, and Xxxxxx Engineering
Group Inc., Xxxxxx Engineering, Inc., Xxxxxx Engineering UK Limited and Xxxxxx
Engineering France SAS, on the other hand; and
WHEREAS, pursuant to Sections 8.2 and 8.3 of the Credit Agreement, the
consummation of the Jacobs Transaction requires the consent of the Lenders, and
the Lenders desire to consent thereto and to further amend the Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used herein, but not otherwise expressly
defined herein, shall have the meanings given to such terms in the Credit
Agreement.
2. CONSENT TO JACOBS TRANSACTION. Upon receipt by XXXX of all amounts owed by
International Borrower under the Credit Agreement, Lenders hereby consent to the
Jacobs Transaction, and hereby waive any defaults under the Credit Agreement
that would otherwise result from the consummation of the Jacobs Transaction,
including any defaults that would arise under Sections 8.1 and 8.2 thereof.
3. AMENDMENTS TO CREDIT AGREEMENT.
(a) Definition of "Borrower". The definition of "Borrower" in Article I of the
Credit Agreement is hereby amended to read in its entirety as follows:
" 'Borrower' shall mean U.S. Borrower";
and all references to "Borrowers" in the Credit Agreement are hereby deemed to
be references to "Borrower."
(b) International Facility. Effective immediately upon the consummation of the
Jacobs Transaction, Sections 2.1(b), 2.2(b) and 2.18 of the Credit Agreement are
hereby deleted from the Credit Agreement in their entirety.
4. RELEASE FROM OBLIGATIONS AND LIENS. Effective immediately upon the
consummation of the Jacobs Transaction, the Lenders hereby release the
International Borrower, GHL and GIH, and all of their Subsidiaries, from all
Obligations under the Credit Agreement and the other Loan Documents, and release
all Liens granted by International Borrower, GHL and GIH, and all of their
Subsidiaries, under any of the Loan Documents.
5. TERMINATION OF CERTAIN AGREEMENTS. The parties hereby acknowledge and agree
that the following documents shall be cancelled and terminated, effective
immediately upon the consummation of the Jacobs Transaction:
(a) Revolving Pound Loan Note dated January 15, 1998, granted by International
Borrower in favor of XXXX in the original principal amount of Eleven Million
Pounds Sterling (f11,000,000);
(b) Security Agreement dated as of January 15, 1998, made by GIH in favor of BOA
(as successor to Bank of America, FSB) and granting to BOA a security interest
in GIH's Collateral (as defined therein);
(c) Debenture dated January 15, 1998, made by International Borrower in favor of
XXXX and granting to XXXX a fixed and floating charge on International
Borrower's Assets (as defined therein);
(d) Pledge Agreement dated as of January 15, 1998, between GHL and XXXX,
pursuant to which GHL pledged 2,217,800 shares of capital stock of International
Borrower to XXXX;
(e) Pledge Agreement dated as of January 15, 1998, between GIH and XXXX,
pursuant to which GIH pledged 2,217,800 shares of capital stock of GHL to XXXX;
(f) Pledge Agreement dated as of January 15, 1998, between LII and BOA (as
successor to Bank of America, FSB), pursuant to which LII pledged 1,000 shares
of capital stock of GIH to BOA;
(g) each of the intercompany notes dated February 7, 1997 in the principal
amount of $57,700,000 and issued in favor of LCGI by GIH, GHL, International
Borrower and Xxxx-Xxxxxx-Xxxxx Law Xxxx (Pty) Ltd.;
(h) each of the intercompany notes dated February 7, 1997 in the principal
amount of $57,700,000 and issued in favor of Law Engineering and Environmental
Services, Inc., a wholly-owned subsidary of LCGI, by International Borrower and
Xxxx Anglian Ltd.;
(i) each of the intercompany notes dated February 7, 1997 in the principal
amount of $57,700,000 and issued in favor of LII by GIH, GHL, International
Borrower and Xxxx-Xxxxxx-Xxxxx Law Xxxx (Pty) Ltd.;
(j) Collateral Assignment of Intercompany Notes dated as of January 15, 1998,
granted by GIH in favor of BOA (as successor to Bank of America, FSB);
(k) Collateral Assignment of Intercompany Notes dated as of January 15, 1998,
granted by GHL in favor of BOA (as successor to Bank of America, FSB); and
(l) Collateral Assignment of Intercompany Notes dated as of January 15, 1998,
granted by International Borrower in favor of BOA (as successor to Bank of
America, FSB).
In furtherance of the cancellation and termination of the foregoing documents
and the release of the Obligations and Liens described in Section 4 above, the
Lenders agree to deliver to LCGI executed UCC-3 termination statements prepared
by LCGI terminating the UCC-1 financing statements naming GIH as the debtor and
BOA (as successor to Bank of America, FSB) as the secured party, together with
the original stock certificates, promissory notes and intercompany notes pledged
as collateral and security as noted in this Section 5. The Lenders also agree to
execute and deliver to LCGI, at LCGI's request and expense, such additional
documents, instruments or agreements (all of which shall be prepared by LCGI) as
LCGI may reasonably request to further evidence the cancellation and termination
of the Obligations and Liens described in Section 4 and the documents described
in this Section 5.
6. GENERAL ACKNOWLEDGEMENT. Notwithstanding anything to the contrary in this
Amendment, the parties acknowledge and agree that the intent of this Amendment,
among other things, is to amend the Credit Agreement such that GIH, GHL and
International Borrower are no longer parties thereto and such that International
Borrower may no longer borrow funds pursuant thereto. Notwithstanding anything
to the contrary in the Credit Agreement, the parties agree to read and interpret
the amended Credit Agreement, in all respects, to give effect to the foregoing.
7. MISCELLANEOUS.
(a) Effect of Amendment. Except as set forth expressly herein, all terms of the
Credit Agreement and the other Loan Documents, as amended hereby, shall be and
remain in full force and effect and shall constitute the legal, valid, binding
and enforceable obligations of Obligors. To the extent any terms and conditions
in any of the Loan Documents shall contradict or be in conflict with any terms
or conditions of the Credit Agreement, after giving effect to this Amendment,
such terms and conditions are hereby deemed modified and amended accordingly to
reflect the terms and conditions of the Credit Agreement as modified and amended
hereby.
(b) Ratification. Obligors hereby restate, ratify and reaffirm each and every
term and condition set forth in the Credit Agreement, as amended hereby, and the
Loan Documents, effective as of the date hereof.
(c) Estoppel. Obligors hereby acknowledge and agree that, as of the date hereof,
and after giving effect to this Amendment, no Default or Event of Default has
occurred and is continuing.
(d) Governing Law. This Amendment shall be governed by Georgia law, and shall
constitute a Loan Document.
(e) Costs and Expense. Obligors agree to pay all reasonable costs and expenses
of Lenders, Issuers and Agents incurred in connection with the preparation,
execution, delivery and enforcement of this Amendment and all other Loan
Documents executed in connection herewith, the closing hereof, and any other
transactions contemplated hereby, including the reasonable fees and
out-of-pocket expenses of counsel.
(f) Counterparts. This Amendment may be executed in any number of separate
counterparts, each of which, when so executed, shall be deemed an original, and
all of said counterparts taken together shall be deemed to constitute but one
and the same instrument.
(Signatures appear on following pages.)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered and have hereunto affixed their respective seals by,
through and in the presence of their respective proper and duly authorized
officers as of the day and year first above written.
U.S. Agent: BANK OF AMERICA, N.A., (SEAL)
as successor to Bank of America, FSB
By:_______________________________________
Title: _____________________________________
U.S. Lender: BANK OF AMERICA, N.A. (SEAL)
as successor to Bank of America, FSB
By:_______________________________________
Title: _____________________________________
International Lender: BANK OF AMERICA, N.A., (SEAL)
successor to Bank of America National Trust
and Savings Association
By:_______________________________________
Title: _____________________________________
International Agent: BANK OF AMERICA, N.A., (SEAL)
successor to Bank of America National Trust
and Savings Association
By:_______________________________________
Title: _____________________________________
Issuing Bank (International): BANK OF AMERICA, N.A., (SEAL)
successor to Bank of America National Trust
and Savings Association
By:_______________________________________
Title: _____________________________________
Overdraft Bank: BANK OF AMERICA, N.A., (SEAL)
successor to Bank of America National Trust
and Savings Association
By:_______________________________________
Title: _____________________________________
Issuing Bank (U.S.): BANK OF AMERICA, N.A., (SEAL)
as successor to Bank of America National Trust
and Savings Association
By:_______________________________________
Title: _____________________________________
Borrowers' Representative and LAWGIBB GROUP, INC., (SEAL)
Guarantor: f/k/a Law Companies Group, Inc.
By:_______________________________________
Title: _____________________________________
Borrowers: LAW ENGINEERING AND ENVIRONMENTAL
SERVICES, INC. (SEAL)
By:_______________________________________
Title: _____________________________________
Attest:____________________________________
Title:_____________________________________
XXXX LTD. (SEAL)
By:______________________________________
Title: ____________________________________
Attest: ___________________________________
Title: ____________________________________
Guarantors: LAW ENVIRONMENTAL CONSULTANTS, INC. (SEAL)
By:___________________________________________
Title: _______________________________________
LAW INTERNATIONAL, INC. (SEAL)
By:___________________________________________
Title: _______________________________________
XXXX INTERNATIONAL HOLDINGS, INC. (SEAL)
By:___________________________________________
Title: _______________________________________
XXXX HOLDINGS LTD. (SEAL)
By:___________________________________________
Title: _______________________________________
