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 replacin