AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this Amendment) dated as of April 20, 2018, is by and between BANK OF AMERICA, N.A. (the Bank), and BOWMAN CONSULTING GROUP, LTD., a Virginia corporation (the Bank).
The Borrower and the Bank are parties to a Credit Agreement dated as of August 24, 2017 (the Existing Credit Agreement), and they now desire to amend certain provisions of the Existing Credit Agreement as provided herein.
Accordingly, for and in consideration of the premises and the mutual covenants contained herein, the receipt and sufficiency of which consideration are hereby mutually acknowledged, the Borrower and the Bank hereby agree as follows:
1. Capitalized Terms: Effective Date. Capitalized terms used in this Amendment which are not otherwise defined herein shall have the meanings assigned thereto in the Existing Credit Agreement, as amended by this Amendment (the Existing Credit Agreement, as amended by this Amendment, being hereinafter referred to as the Credit Agreement). Except as expressly provided to the contrary herein, all amendments to the Existing Credit Agreement set forth herein shall be effective as of the date of this Amendment.
2. Amendments to Existing Credit Agreement. The Borrower and the Bank agree that the following provisions of the Existing Credit Agreement are amended as follows:
2.1. Credit Limit. Section 1.1O of the Existing Credit Agreement is amended and restated in its entirety to read as follows:
Credit Limit means the amount of Thirteen Minion Dollars ($13,000,000).
2.2. Borrowing Base Certificate. Exhibit A-1 to the Existing Credit Agreement is replaced in its entirety with Exhibit A-1 attached hereto.
3. Representations and Warranties. The Borrower hereby represents and warrants to the Bank that:
3.1. The Borrower is in compliance with all of the terms, covenants and conditions of the Credit Agreement, and all of the terms, covenants and conditions of each of the other Loan Documents to which it is a party.
3.2. There exists no Event of Default and no event has occurred or condition exists which, with the giving of notice or lapse of time, or both, would constitute an Event of Default.
3.3. After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement are, except to the extent that they relate solely to an earlier date, true with the same effect as though such representations and warranties had been made on the date hereof.
3.4. The Borrower has full corporate power and authority to execute and deliver this Amendment, to perform its obligations under the Credit Agreement and to incur the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary corporate action. No consent or approval of the stockholders of the Borrower which has not been obtained and no consent or approval of, notice to or filing with, any public authority which has not been obtained or made is required as a condition to the validity of this Amendment.
3.5. This Amendment and the Credit Agreement constitutes the valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms, except as the enforceability hereof or thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
3.6. There are no actions, suits, proceedings or investigations pending or, so far as the officers of the Borrower know, threatened before any court or administrative agency that, in the opinion of such officers, would, if adversely determined, materially adversely affect (i) the financial condition or operations of the Borrower, or (ii) the ability of the Borrower to execute or deliver this Amendment or to carry out the terms of the Credit Agreement.