First Amendment to Loan Agreement



 EXHIBIT 10.49 
  
 FIRST AMENDMENT TO LOAN AGREEMENT 
  
 THIS FIRST AMENDMENT TO LOAN AGREEMENT (the “Amendment”), dated as of September 30, 2005, is between
Spacehab, Incorporated (“Borrower”) and Citibank Texas, N.A., formerly known as First American Bank, SSB (“Lender”), and is joined in by Astrotech Space Operations, Inc. and Spacehab Government Services, Incorporated for the
purpose of ratifying and confirming the provisions hereof. 
  
 RECITALS: 
  
 A. Borrower and Lender have entered into
that certain Loan Agreement (the “Agreement”) dated as of February 11, 2005. 
  
 B. Pursuant to the Agreement, Astrotech Space Operations, Inc. and Spacehab Government Services, Incorporated (“Pledgor”) each executed Security Agreements (collectively, the “Pledge”) both dated
as of February 11, 2005 securing the payment and performance of the Obligations. 
  
 C. Borrower and Lender now desire to amend the Agreement as herein set forth. 
  
 NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
  
 ARTICLE I 
  
 Definitions 
  
 A. Definitions. Capitalized terms used in this Amendment, to the
extent not otherwise defined herein, shall have the same meanings as in the Agreement, as amended hereby. 
  
 ARTICLE II 
  
 Amendment 
  
 A. Amendment to Annex II –
Financial Covenants. Effective as of the date hereof, Section 3. Fixed Charge Coverage Ratio of Annex II – Financial Covenants of the Agreement is hereby deleted and restated in its entirety to read as follows: 
  
 3. Fixed Charge Coverage Ratio. 
  
 (a) Subject to paragraph (b) hereunder, the Borrower
shall at all times maintain a Fixed Charge Coverage Ratio of not less than 1.2 to 1.0 (the “Minimum Fixed Charge Coverage Ratio”). 
  
 (b) If, on any date on which the Borrower is required to deliver a compliance certificate pursuant to Section 7.1(c) hereof, the
Fixed Charge 








 
Coverage Ratio shall be less than the Minimum Fixed Charge Coverage Ratio, then: (i) the Borrower shall, pursuant to documentation in form and substance
reasonably satisfactory to the Lender, within three (3) business days pledge to the Lender Cash Collateral in an amount equal to the revolving credit Advances at such time outstanding; and (ii) the Lender shall not be required to make
additional revolving credit Advances to the Borrower unless after giving effect to such additional Advances the borrower shall be in compliance with the requirements of clause (b)(i) above. 
  
 B. (c) The amount of Cash Collateral required to be pledged shall be adjusted
from time to time to reflect changes in the amount of revolving credit Advances outstanding and in the Fixed Charge Coverage Ratio. If on any date of determination the amount of Cash Collateral pledged as of such date pursuant to clause
(b) above is greater than the amount required to be so pledged pursuant to such clause (b) above, the Lender shall release such excess amount from the pledge.” 
  
 ARTICLE III 
  
 Conditions Precedent 
  
 A. Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: 
  
 1.1 Lender shall have received all of the following, each
dated (unless otherwise indicated) the date of this Amendment, in form and substance satisfactory to Lender: 
  
 (1) Governmental Certificates. Certificates of the appropriate government officials of the state of incorporation of Borrower and
each Pledgor as to the existence and good standing of Borrower and each Pledgor, each dated within ten (10) days of the date this Amendment is signed. 
  
 (2) Additional Information. Lender shall have received such additional documents, instruments and information as Lender or its
legal counsel, Winstead Sechrest & Minick P.C., may request. 
  
 1.2 The representations and warranties contained herein and in all other Loan Documents, as amended hereby, shall be true and correct as of the date hereof as if made on the date hereof (except for such
representations and warranties that specifically refer to an earlier date, which shall be true and correct as of such date). 
  
 1.3 No Event of Default shall have occurred and be continuing and no event or condition shall have occurred that with the giving of notice
or lapse of time or both would be an Event of Default. 
  
 1.4 All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments, and other legal matters incident thereto shall be satisfactory to Lender and its legal counsel, Winstead
Sechrest & Minick P.C. 
  

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 ARTICLE IV 
  

Ratifications, Representations and Warranties 
  
 A. Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth
in the Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement are ratified and confirmed and shall continue in full force and effect. Borrower and Lender agree that the Agreement as
amended hereby shall continue to be legal, valid, binding and enforceable in accordance with its terms. The terms, provisions, and conditions of any and all of the Loan Documents, including the Security Agreement dated February 11, 2005, are
hereby ratified and confirmed in every respect by Borrower and shall continue in full force and effect. 
  
 B. Representations and Warranties. Borrower hereby represents and warrants to Lender that (i) the execution, delivery and performance of this
Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of Borrower and will not violate the articles of incorporation or bylaws of Borrower,
(ii) the representations and warranties contained in the Agreement, as amended hereby, and any other Loan Document are true and correct on and as of the date hereof as though made on and as of the date hereof (except for such representations
and warranties that specifically refer to an earlier date, which shall be true and correct as of such date), (iii) no Event of Default has occurred and is continuing and no event or condition has occurred that with the giving of notice or lapse
of time or both would be an Event of Default, and (iv) Borrower is in full compliance with all covenants and agreements contained in the Agreement as amended hereby. 
  
 ARTICLE V 
  
 Miscellaneous 
  
 A. Survival of Representations and Warranties. All representations and warranties made in this Amendment or any other Loan Document (including any
Loan Document furnished in connection with this Amendment) shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the
right of Lender to rely upon them. 
  
 B. Reference to
Agreement. Each of the Loan Documents, including the Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Agreement as amended
hereby, are hereby amended so that any reference in such Loan Documents to the Agreement shall mean a reference to the Agreement as amended hereby. 
  

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 C. Expenses of Lender. As provided in the Agreement, Borrower agrees to pay on demand all costs
and expenses incurred by Lender in connection with the preparation, negotiation, and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including
without limitation the reasonable costs and fees of Lender’s legal counsel, and all costs and expenses incurred by Lender in connection with the enforcement or preservation of any rights under the Agreement, as amended hereby, or any other Loan
Document, including without limitation the reasonable costs and fees of Lender’s legal counsel. 
  
 D. Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. 
  
 E. Applicable Law. This Amendment and all other Loan Documents executed pursuant hereto shall be deemed to have been made and to be performable in
Houston, Harris County, Texas and shall be governed by and construed in accordance with the laws of the State of Texas. 
  
 F. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Lender and Borrower and their respective successors and
assigns, except Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Lender. 
  
 G. Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but
all of which when taken together shall constitute one and the same instrument. 
  
 H. Effect of Waiver. No consent or waiver, express or implied, by Lender to or for any breach of or deviation from any covenant, condition or duty by Borrower or Guarantor shall be deemed a consent or waiver to
or of any other breach of the same or any other covenant, condition or duty. 
  
 I. Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 
  
 J. SECTION 26.02 NOTICE. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. 
  
 THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES
HERETO. 
  

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 K. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED THEREBY OR THE ACTIONS OF THE AGENT OR ANY BANK IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF. 
  
 Executed as of the date first written above, but executed this 10 day of November, 2005. 
  

			
	BORROWER:
	
	SPACEHAB, INCORPORATED
		
	By:	 	/s/    Brian K. Harrington        
	 	 	 Brian Harrington
 Senior Vice President and Chief
 Financial Officer

	
	 Address for Notices:

	
	 12130 Highway 3, Building 1
 Webster, Texas 77598
 Fax No.: 713/558-5956
 Telephone No.: 713/558-5126
 Attention: Brian Harrington

	
	LENDER:
	
	CITIBANK TEXAS, N.A.
		
	By:	 	/s/    David Martin        
	 	 	 David Martin
 Senior Vice President

	
	 Address for Notices:

	
	 2000 W. Sam Houston Pkwy. S., Suite 675
 Houston, Texas 77042
 Fax No.: (713) 954-2053
 Telephone No.: (713) 954-9562
 Attention: Dave Martin



  
  
  
  
  
  
  
  

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 Each Pledgor hereby consents and agrees to this Amendment and agrees that their respective Security
Agreements shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of each Pledgor enforceable against each Pledgor in accordance with its terms. 
  
 Each Pledgor hereby represents and warrants to Lender that (i) the
execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of each Pledgor and will not violate the
articles of incorporation or bylaws of either Pledgor, (ii) the representations and warranties contained in their Pledge are true and correct on and as of the date hereof as though made on and as of the date hereof (except for such
representations and warranties that specifically refer to an earlier date, which shall be true and correct as of such date), (iii) no Event of Default has occurred and is continuing and no event or condition has occurred that with the giving of
notice or lapse of time or both would be an Event of Default, and (iv) each Pledgor is in full compliance with all covenants and agreements contained in the Agreement as amended hereby. 
  
 Executed as of the date first written above, but executed this 10 day of
November, 2005. 
  

			
	PLEDGOR:
	
	 SPACEHAB GOVERNMENT SERVICES,
 INCORPORATED

		
	By:	 	/s/    Brian K. Harrington        
	 	 	 Brian Harrington
 Senior Vice President and Chief
 Financial Officer

	
	PLEDGOR:
	
	 ASTROTECH SPACE OPERATIONS, INC.
 a Delaware
corporation

		
	By:	 	/s/    Brian K. Harrington        
	 	 	 Brian Harrington
 Senior Vice President and Chief
 Financial Officer



  

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