First Amendment to Forebearance Agreement



 Exhibit 10.1 
 EXECUTION COPY 
 FIRST AMENDMENT 

TO 

FORBEARANCE AGREEMENT 
 FIRST AMENDMENT, dated August 16, 2011 (this “First Amendment”) to that certain Forbearance Agreement, dated June 30, 2011 (as amended, the “Forbearance
Agreement”), among Hill International, Inc. as borrower (the “Borrower”), Bank of America N.A. as administrative agent (in such capacity the “Administrative Agent”) and the Lenders (as defined therein).

 W I T N E S S E T H 

WHEREAS, the Borrower and the Administrative Agent and the lenders party thereto (the “Lenders”) entered into that
certain Credit Agreement, dated June 30, 2009 (the “Credit Agreement”) pursuant to which, among other things, the Lenders provided revolving loans, letters of credit and swing line loans to the Borrower; 

WHEREAS, in connection with the Credit Agreement, the Borrower executed the Forbearance Agreement, pursuant to which, among other things,
the Administrative Agent and the Lenders agreed to forbear from exercising remedies under the Credit Agreement for a limited period of time, and the Borrower agreed to certain adjustments in the pricing and availability of Letters of Credit during
the forbearance period; 
 WHEREAS, the Borrower has requested that the Administrative Agent amend the Forbearance Agreement as
set forth herein, and the Administrative Agent is willing to do so, but only on the terms and conditions set forth herein. 

NOW, THEREFORE, the parties hereto hereby agree as follows: 
 ARTICLE I 
 DEFINITIONS 

Terms defined in the Forbearance Agreement and used herein shall, unless otherwise indicated, have the meanings given to them in the
Forbearance Agreement. Terms defined and used in this First Amendment shall have the meanings given to them in this First Amendment. 
 ARTICLE II 
 AMENDMENT 

Section 2(a) (Approved Letters of Credit) of the Forbearance Agreement is hereby amended by deleting the table and replacing it with
the following: 








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	 Beneficiary
	  	Maximum Amount	 	  	 Purpose

	 Ministry of Infrastructure, Kosovo
	  	$	 2,000,000	  	  	Performance Bond and Advance Payment Guarantee
	 Aqua Braila SV, Romania
	  	$	 600,000	  	  	Advance Payment Guarantee
	 Aqua Salaz SV, Romania
	  	$	 70,000	  	  	Advance Payment Guarantee
	 Aqua Timisoara SV, Romania
	  	$	 700,000	  	  	Performance Bond and Advance Payment Guarantee
	 Aba Canal SA, Sibiu, Romania
	  	$	 600,000	  	  	Performance Bond and Advance Payment Guarantee
	 King Fahad Specialist Hospital-Dammam, Saudi Arabia
	  	$	 275,000	  	  	Bid Bond
	 HSBC(china) BUCG Sanas Airport
	  	$	2,000,000	  	  	Advance Payment Guarantee
	 HSS Holdings- Comoros Island Development Program
	  	$	12,000,000	  	  	Advance Payment Guarantee

 ARTICLE III 
 EFFECTIVE DATE 
 This First Amendment shall become effective as of the date first
written above (the “First Amendment Effective Date”) upon the receipt by the Administrative Agent of (a) counterparts of this First Amendment duly executed and delivered by the Borrower and the Administrative Agent and
(b) counterparts of a consent with respect to the First Amendment duly executed and delivered by Lenders constituting Required Lenders. 
 ARTICLE IV 
 MISCELLANEOUS 

Section 4.1 Continuing Effect of the Forbearance Agreement. The Borrower and the Administrative Agent hereby acknowledge and
agree that the Forbearance Agreement shall continue to be and shall remain unchanged and in full force and effect in accordance with its terms, except as expressly modified hereby, and is hereby in all respects ratified and confirmed. Any terms or
conditions contained in this First Amendment shall control over any inconsistent terms or conditions in the Forbearance Agreement. 
 Section 4.2 No Waiver. Nothing contained in this First Amendment shall be construed or interpreted or is interpreted or intended as a waiver of or any limitation on any rights, powers,
privileges or remedies that the Administrative Agent or the Lenders have or may have under the Forbearance Agreement or applicable law on account of any Default or Event of Default or otherwise. 

Section 4.3 Representations and Warranties. Borrower hereby represents and warrants as of the date hereof that, after giving
effect to this First Amendment, all representations and warranties contained in the Forbearance Agreement and in all other Loan Documents are true and correct in all material respects with the same effect as if made on and as of such date, except to
the extent any of such representations and warranties relate to a specific 

  
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date, in which case such representations and warranties shall be deemed true and correct on and as of such date. 
 Section 4.4 Reaffirmation of Covenants. Borrower hereby expressly reaffirms each of the covenants made by it in the Forbearance Agreement. 

Section 4.5 Reference to and Effect on the Loan Documents. On and after the date hereof and the satisfaction of the
conditions contained in Article III of this First Amendment, each reference in the Forbearance Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the “Forbearance
Agreement”, shall mean and be a reference to the Forbearance Agreement as amended hereby. For purposes of the Forbearance Agreement, all of the agreements of the Borrower contained in this Amendment shall be deemed to be, and shall be,
agreements under the Forbearance Agreement. 
 Section 4.6 Counterparts. This First Amendment may be executed by one
or more of the parties hereto in any number of separate counterparts (which may include counterparts delivered by facsimile transmission or electronic mail) and all of said counterparts taken together shall be deemed to constitute one and the same
instrument. Any executed counterpart delivered by facsimile transmission or electronic mail shall be effective for all purposes hereof. 
 Section 4.7 GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK. 
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SIGNATURES TO FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed and delivered by their respective proper and duly authorized agents as of the date first written above. 
  

			
	BORROWER:
	
	HILL INTERNATIONAL, INC.
		
	By:	 	 /s/ David L. Richter

	Name:	 	 David L. Richter

	Title:	 	 President & COO

	
	ADMINISTRATIVE AGENT:
	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Rosanne Parsill

	Name:	 	 Rosanne Parsill

	Title:	 	 Vice President




  
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