Exhibit 10.1


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


THIS
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 8,
2008, 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.             The second
paragraph under Section 1.4. is hereby deleted in its entirety, and the
following substituted therefor:


 


“As security for all indebtedness and other
obligations of Borrower to Bank subject hereto, Borrower shall cause Willdan
Financial Services, Willdan Geotechnical; Willdan Engineering, Willdan Homeland
Solutions and any other Subsidiary (as defined below) to grant to Bank security
interests of first priority in all accounts receivable and other rights to
payment, general intangibles, inventory and equipment.”


 


2.              Section 1.5.
is hereby deleted in its entirety, and the following substituted therefore:


 


“SECTION 1.5.                 GUARANTIES.
The payment and performance of all indebtedness and other obligations of
Borrower to Bank shall be guaranteed jointly and severally by Willdan Financial
Services, Willdan Geotechnical; Willdan Engineering, Willdan Homeland Solutions
and any other Subsidiary in the principal amount of Ten Million Dollars
($10,000,000.00) each, as evidenced by and subject to the terms of guaranties
in form and substance satisfactory to Bank.”


 


3.             Section 2.1.
is hereby deleted in its entirety, and the following substituted therefor:


 


“SECTION 2.1.                 LEGAL
STATUS. Borrower is a corporation, duly organized and existing and in good
standing under the laws of Delaware, and is qualified or licensed to do
business (and is in good standing as a foreign corporation, if applicable) in
all jurisdictions in which such qualification or licensing is required or in
which the failure to so qualify or to be so licensed could have a material
adverse effect on Borrower.


 


1

















 


Willdan Financial Services is a corporation, duly
organized and existing and in good standing under the laws of California, and
is qualified or licensed to do business (and is in good standing as a foreign
corporation, if applicable) in all jurisdictions in which such qualification or
licensing is required or in which the failure to so qualify or to be so
licensed could have a material adverse effect on it. Borrower owns one hundred
percent (100%) of Willdan Financial Services.


 


Willdan Geotechnical is a corporation, duly organized
and existing and in good standing under the laws of California, and is
qualified or licensed to do business (and is in good standing as a foreign
corporation, if applicable) in all jurisdictions in which such qualification or
licensing is required or in which the failure to so qualify or to be so
licensed could have a material adverse effect on it. Borrower owns one hundred
percent (100%) of Willdan Geotechnical.


 


Willdan Engineering is a corporation, duly organized
and existing and in good standing under the laws of California, and is
qualified or licensed to do business (and is in good standing as a foreign
corporation, if applicable) in all jurisdictions in which such qualification or
licensing is required or in which the failure to so qualify or to be so
licensed could have a material adverse effect on it. Borrower owns one hundred
percent (100%) of Willdan Engineering.


 


Willdan Homeland Solutions is a corporation, duly
organized and existing and in good standing under the laws of California, and
is qualified or licensed to do business (and is in good standing as a foreign
corporation, if applicable) in all jurisdictions in which such qualification or
licensing is required or in which the failure to so qualify or to be so
licensed could have a material adverse effect on it. Borrower owns one hundred
percent (100%) of Willdan Homeland Solutions.


 


As used herein the term “Subsidiary” shall mean any
corporation or other entity of which at least a majority of the securities or
other ownership interests having ordinary voting power for the election of
directors or other persons performing similar functions are owned directly or
indirectly by Borrower. As of the date hereof, Willdan Financial Services,
Willdan Geotechnical, Willdan Engineering and Willdan Homeland Solutions are
the only Subsidiaries of Borrower.”


 


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4.             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.


 


5.             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. Grant

  	
   

  	
  By:
  

  	
  /s/
  Jared A. Myres

  	
   

  
	
  Title:
  

  	
  Chief
  Financial Officer

  	
   

  	
   

  	
  Jared
  A. Myres 

  
	
   

  	
   

  	
  Vice
  President

  



 


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