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EXHIBIT 10.15
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as
of September 3, 2000, by and between THE KEITH COMPANIES, INC., a California
Corporation, JOHN M. TETTEMER & ASSOCIATES, LTD., a California Corporation,
(individually and collectively "Borrower"), and WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as
of September 1, 1999, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend the Credit
Agreement to reflect said changes,
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree that the Credit Agreement
shall be amended as follows:
Section 1. 1 (a) is hereby deleted in its entirety, and the following
substituted therefor:
"(a) Line of Credit. Subject to the terms and conditions of this Agreement, Bank
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hereby agrees to make advances to Borrower from time to time (the "Line of
Credit"), the proceeds of which up to a maximum outstanding principal balance of
$6,000,000.00 shall be used to finance working capital requirements (the
"Working Capital Advances", which shall be available until September 3, 2001),
and which up to a maximum outstanding principal balance of $3,500,000.00 (less
the amount of Lease Obligations) shall be used for equipment purchases
("Equipment Advances", which shall be available until November 3, 2000),
provided, however, that the aggregate outstanding principal balance of Working
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Capital Advances and Equipment Advances shall not any time exceed $8,500,000.00.
Borrower's obligation to repay Working Capital Advances and Equipment Advances
shall be evidenced by a promissory note substantially in the form of Exhibit A
attached hereto ("Line of Credit Note"), all terms of which are incorporated
herein by this reference. The term "Lease Obligations" means the aggregate
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amount of all lease obligations under leases entered into between Bank's
equipment leasing affiliate or division as lessor and Borrower as lessee during
the period when Equipment Advances are available."
2. Section 1.1(b) is hereby deleted in its entirety, and the following
substituted therefor:
"(b) Borrowing and Repayment. Borrower may from time to time during the term of
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the Line of Credit with respect to Working Capital Advances borrow, partially or
wholly repay its outstanding borrowings, and reborrow and, with respect to
Equipment Advances, borrow, partially or wholly repay its outstanding
borrowings, but not reborrow, subject to all of the limitations, terms and
conditions contained herein or in the Line of Credit Note; provided however,
that the total outstanding borrowings under the Line of Credit shall not at any
time exceed the maximum principal amount available thereunder, as set forth
above. As of and after November 3, 2000, (i) no new Equipment Advances shall be
available, and (ii) the availability for Working Capital Advances shall be
limited to the lesser of (I) $6,000,000.00, or (II) an amount equal to
$8,500,000.00 less the outstanding principal balance of Equipment Advances from
time to time. Repayments of principal received by Bank shall be applied, prior
to November 3, 2000 (unless Bank receives written instructions to the contrary
prior to each payment), first to outstanding Working Capital Advances and then
to outstanding Equipment Advances, and after November 3, 2000, first to the
scheduled installment of the Equipment Advances if such an installment is then
due and payable, second to outstanding Working Capital Advances and then as a
prepayment of Equipment Advances (subject to the prepayment provisions set forth
in the Line of Credit Note)."
3. Except as specifically provided herein, all terms and conditions of the
Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.
4. Borrower hereby remakes all representations and warranties contained in the
Credit Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date of this Amendment there exists no Event of Default
as defined in the Credit Agreement, nor any condition, act or event which with
the giving of notice or the passage of time or both would constitute any such
Event of Default.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first written above.
THE KEITH COMPANIES, INC. WELLS FARGO BANK,
NATIONAL ASSOCIATION
By: s/Gary Campanaro By: s/Stephanie Juneau
Title: CFO Assistant Vice President
JOHN M. TETTEMER & ASSOCIATES, LTD.
By: s/Gary Campanaro
Title: CFO
