CREDIT AGREEMENT Dated as of October 18, 2012 among HILL INTERNATIONAL, INC., as the Borrower, OBSIDIAN AGENCY SERVICES, INC., as Administrative Agent, and The Lenders Party HeretoCredit Agreement • October 24th, 2012 • Hill International, Inc. • Services-engineering services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 18, 2012, among HILL INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and OBSIDIAN AGENCY SERVICES, INC., as Administrative Agent.
NOTEHill International, Inc. • October 24th, 2012 • Services-engineering services
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to Special Value Expansion Fund, LLC or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Term Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of October 18, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Obsidian Agency Services, Inc., as Administrative Agent.
HILL INTERNATIONAL, INC. Marlton, NJ 08053 dated as of October 18, 2012Hill International, Inc. • October 24th, 2012 • Services-engineering services • New York
Reference hereby is made to that certain Credit Agreement, dated as of October 18, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Hill International, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Obsidian Agency Services, Inc., as administrative agent (the “Administrative Agent”). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to them in the Credit Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 24th, 2012 • Hill International, Inc. • Services-engineering services • New York
THIRD AMENDMENT, dated October 18, 2012 (the “Third Amendment”), to that certain Credit Agreement, dated June 30, 2009 (as amended, the “Credit Agreement”), among Hill International, Inc., as borrower (the “Borrower”), Bank of America, N.A. as administrative agent (the “Administrative Agent”) and the Lenders (as defined therein).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • October 24th, 2012 • Hill International, Inc. • Services-engineering services • New York
THIS TRADEMARK SECURITY AGREEMENT (the “Agreement”) made as of October 18, 2012, by HILL INTERNATIONAL, INC., a Delaware company (the “Grantor”) in favor of OBSIDIAN AGENCY SERVICES, INC., as Administrative Agent (in such capacity, “Grantee”).
GUARANTEE AND COLLATERAL AGREEMENT GUARANTEE AND COLLATERAL AGREEMENT made by HILL INTERNATIONAL, INC., and certain of its Subsidiaries in favor of OBSIDIAN AGENCY SERVICES, INC., as Administrative Agent Dated as of October 18, 2012Guarantee and Collateral Agreement • October 24th, 2012 • Hill International, Inc. • Services-engineering services • New York
This GUARANTEE AND COLLATERAL AGREEMENT dated as of October 18, 2012 (this “Agreement”) is entered into among HILL INTERNATIONAL, INC. (the “Borrower” and a “Grantor”), EACH OF THE UNDERSIGNED SUBSIDIARIES OF THE BORROWER AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF AN ASSUMPTION AGREEMENT (each a “Grantor” and together with the Borrower, collectively, the “Grantors”) in favor of OBSIDIAN AGENCY SERVICES, INC., as the Administrative Agent for the benefit of the Secured Parties (as defined in the Credit Agreement referenced below).
SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • October 24th, 2012 • Hill International, Inc. • Services-engineering services • New York
SECOND AMENDMENT, dated October 18, 2012 (this “Second Amendment”), to that certain Guarantee and Collateral Agreement, dated June 30, 2009 (as amended, the “Collateral Agreement”), among Hill International, Inc., as borrower (the “Borrower”) and as a grantor (“Grantor”), and each subsidiary of the Borrower becoming a party to the Collateral Agreement (each a “Grantor” and together with the Borrower, the “Grantors”), in favor of Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referenced below).
INTERCREDITOR AGREEMENT BETWEEN BANK OF AMERICA, N.A. AND OBSIDIAN AGENCY SERVICES, INC Dated as of October 18, 2012Intercreditor Agreement • October 24th, 2012 • Hill International, Inc. • Services-engineering services • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of October 18, 2012, is made by and between BANK OF AMERICA, N.A., as administrative agent under and pursuant to the First Lien Credit Agreement (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Original First Lien Agent”), and OBSIDIAN AGENCY SERVICES, INC., as administrative agent under and pursuant to the Second Lien Credit Agreement (as hereinafter defined) (in such capacity together with its successors and assigns in such capacity, the “Original Second Lien Agent”), and is acknowledged by HILL INTERNATIONAL, INC. (“Borrower”) and the other Obligors (as hereinafter defined).
