Exhibit 10.2


 


SECOND AMENDMENT TO CREDIT AGREEMENT


 


THIS
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 9,
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.             Sections 4.9.(a) and
(d) are hereby deleted in their entirety, and the following substituted
therefor:


 


“(a) Tangible Net Worth not less than
$15,000,000.00 at any time, with “Tangible Net Worth” 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.


 


(d) Total Funded Debt to EBITDA not greater
than 2.5 to 1.0 as of each fiscal quarter end, determined on a rolling
4-quarter basis, with “Funded Debt” defined as the sum of all obligations for
borrowed money (including subordinated debt, any contingent liabilities, the
undrawn amount of any outstanding Letters of Credit, earn out or seller notes
resulting from acquisitions, and all capital lease obligations), and with “EBITDA”
defined as net profit before tax plus interest expense (net of capitalized
interest expense), depreciation expense and amortization expense.”


 


2.             Section 5.3.(vii) is
hereby deleted in its entirety, and the following substituted therefor:


 


“(vii) The aggregate consideration (valuing any
non-cash consideration at its fair market value, and including without
limitation the amount of all liabilities assumed or acquired) does not exceed
Five Million Dollars ($5,000,000.00) for any individual acquisition (excluding
the Intergy acquisition in fiscal year 2008), Twenty Million Dollars
($20,000,000.00) for all such acquisitions in the aggregate during fiscal year
2008, and Ten Million Dollars ($10,000,000.00) for all such acquisitions in the
aggregate during each fiscal year thereafter.”


 


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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. Grant

  	
   

  	
  By:
  

  	
  /s/
  Jared A. Myres

  	
   

  
	
  Title:
  

  	
  Chief
  Financial Officer

  	
   

  	
   

  	
  Jared
  A. Myres

  
	
   

  	
   

  	
  Vice
  President

  



 


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