Exhibit 10.1


 


FIFTH AMENDMENT TO CREDIT AGREEMENT


 


THIS
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 9,
2009, by and between WILLDAN GROUP, INC., a Delaware corporation (“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 December 28,
2007, 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:


 


1.             Section 1.1.(a) is
hereby amended by deleting “January 1,2010” as the last day on which Bank
will make advances under the Line of Credit, and by substituting for said date “January 1,
2011,” with such change to be effective upon the execution and delivery to Bank
of a promissory note dated as of November 9, 2009 (which promissory note
shall replace and be deemed the Line of Credit Note defined in and made
pursuant to the Credit Agreement) and all other contracts, instruments and
documents required by Bank to evidence such change.


 


2.             Section 4.9. is hereby
deleted in its entirety, and the following substituted therefore:


 


“SECTION 4.9. TANGIBLE NET WORTH. Using
generally accepted accounting principles consistently applied and used
consistently with prior practices (except to the extent modified by the
definitions herein), Borrower shall, and shall cause each Subsidiary to,
maintain the Tangible Net Worth of Borrower and its Subsidiaries, on a
consolidated basis, of not less than $18,000,000.00 at any time. As used
herein, “Tangible Net Worth” is defined as the aggregate of total stockholders’
equity less any intangible assets and less any loans or advances to, or
investments in, any related entities or individuals. For the purposes of
calculating Tangible Net Worth, the impact of non-cash property lease
termination expense of up to $1,000,000.00 in the aggregate recorded during the
period from October 1, 2009 through December 31, 2010 will be
excluded from the covenant calculation.”


 


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.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first written above.


 


 


	
   

  	
  WELLS
  FARGO BANK,

  
	
  WILLDAN
  GROUP, INC.

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Kimberly D. Gant

  	
   

  	
  By:

  	
  /s/
  Catherine Abe

  
	
   

  	
   

  	
  Catherine
  Abe

  
	
  Title:

  	
  Chief
  Financial Officer

  	
   

  	
   

  	
  Vice
  President

  



 


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