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FOURTH AMENDMENT
TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
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Fourth Amendment dated as of June 1, 1999 to Revolving Credit and Term
Loan Agreement (the "Fourth Amendment"), by and among STRIDE & ASSOCIATES, INC.
a Delaware corporation (the "Borrower"), BANKBOSTON, N.A. and the other lending
institutions listed on SCHEDULE 1 to the Credit Agreement (as hereinafter
defined) (the "Banks") and BANKBOSTON, N.A., as agent for the Banks (in such
capacity, the "Agent"), amending certain provisions of the Revolving Credit and
Term Loan Agreement dated as of June 4, 1998 (as amended and in effect from time
to time, the "Credit Agreement") by and among the Borrower, the Banks and the
Agent. Terms not otherwise defined herein which are defined in the Credit
Agreement shall have the same respective meanings herein as therein.
WHEREAS, the Borrower and the Banks have agreed to modify certain terms
and conditions of the Credit Agreement as specifically set forth in this Fourth
Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
SECTIONS 1. AMENDMENT TO SECTION 4 OF THE CREDIT AGREEMENT. Section
4.3.3 of the Credit Agreement is hereby amended by deleting Section 4.3.3 in
its entirety and restating it as follows:
4.3.3. PROCEEDS OF ASSET DISPOSITIONS AND EQUITY ISSUANCES. In the
event the Borrower or any of its Subsidiaries receives any (a) Net Cash
Sale Proceeds from any Asset Sales permitted by Section 9.5.2 (except
for any Net Cash Sale Proceeds received by the Borrower from the sale
or other disposition of obsolete assets as permitted by Section 9.5.2
so long as the Borrower uses such Net Cash Sale Proceeds to purchase
replacement assets within twelve (12) months from the date of such sale
or other disposition); or (b) Net Cash Proceeds from any Equity
Issuances by the Borrower and its Subsidiaries after the Closing Date
(except for Net Cash Proceeds received by the Borrower from Equity
Issuances of the Borrower (i) made in connection with its Stock Option
Plan or to members of the Company's management (other than in
connection with the sale of Equity Issuances to such members of
management in the Initial Public Offering); or (ii) to Investors of the
Borrower existing on the Closing Date so long as no Event of Default
has occurred and is continuing and provided such Net Cash Proceeds are
not received in connection with the sale of Equity Issuances to the
Investors in the Initial Public Offering), the Borrower shall make a
prepayment of
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principal on the Term Loan in an amount equal to 100% of such Net Cash
Sale Proceeds or Net Cash Proceeds, as the case may be, with such
prepayment to be applied to the Term Loan based on the then outstanding
amount of the Term Loan and applied against the scheduled installments
of principal due on the Term Loan on a pro rata basis; PROVIDED,
HOWEVER, that notwithstanding the foregoing, the Borrower shall be
permitted to use all or any portion of the proceeds of an Equity
Issuance to redeem the Redeemable Preferred Stock outstanding on such
date and/or the Subordinated Notes PROVIDED (a) either (i) the Leverage
Ratio is less than or equal to 1.00:1.00 on a pro forma basis
immediately after giving effect to any prepayments or (ii) in the event
such proceeds are from the Borrower's Initial Public Offering, (1) the
Borrower shall have received Net Cash Proceeds from such Initial Public
Offering of not less than $46,000,000, or, if the Borrower shall have
received Net Cash Proceeds of less than $46,000,000, the Borrower shall
not use such proceeds to redeem any Redeemable Preferred Stock until
after the Borrower has redeemed and/or repaid all the Subordinated
Notes; (2) the Borrower shall apply 100% of the Net Cash Proceeds
remaining after redeeming all or any portion of the Redeemable
Preferred Stock and repaying the Subordinated Notes (which remaining
amount shall in no event be less than $2,000,000) to repay the
outstanding principal amount of the Term Loan, to be applied against
the scheduled installments of principal due on the Term Loan in the
inverse order of maturity and (3) the Borrower shall pay to the Agent
for the pro rata accounts of the Banks a fee in the amount of 1/4% on
the Total Commitment plus the outstanding amount of the Term Loans
after giving effect to any prepayment made pursuant to subparagraph (2)
above, such fee to be due and payable upon receipt of such Net Cash
Proceeds; (b) no Default or Event of Default has occurred and is
continuing or would exist as a result thereof; and (c) the Summit
Investors at all times prior to and after giving effect to such a
redemption are the legal and beneficial owners of not less than
twenty-five percent (25%) of the capital stock of the Borrower.
SECTION 2. CONDITIONS to EFFECTIVENESS. This Fourth Amendment shall not
become effective until the Agent receives a counterpart of this Fourth
Amendment, executed by the Borrower and the Majority Banks.
SECTION 3. REPRESENTATIONS And WARRANTIES. The Borrower hereby repeats,
on and as of the date hereof, each of the representations and warranties made
by it in Section 7 of the Credit Agreement (except to the extent of changes
resulting from transactions contemplated or permitted by this Fourth
Amendment, the Credit Agreement and the other Loan Documents and changes
occurring in the ordinary course of business that singly or in the aggregate
are not materially adverse, and to the extent that such representations and
warranties relate expressly to an earlier date), PROVIDED, that all
references therein to the Credit Agreement shall refer to such Credit
Agreement as amended hereby. In addition, the Borrower hereby represents and
warrants that the execution and delivery by the Borrower of this Fourth
Amendment and the performance by the Borrower of all of its agreements and
obligations under the Credit Agreement as amended hereby are within the
corporate authority of the Borrower and have been duly authorized by all
necessary corporate action on the part of the Borrower.
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SECTION 4. RATIFICATION, Etc. Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this Fourth Amendment shall be read and construed as a
single agreement. All references in the Credit Agreement or any related
agreement or instrument to the Credit Agreement shall hereafter refer to the
Credit Agreement as amended hereby.
SECTION 5. NO WAIVER. Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Borrower or any rights of the Agent or the Banks consequent thereon.
SECTION 6. COUNTERPARTS. This Fourth Amendment may be executed in one
or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.
SECTION 7. GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
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IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment as a document under seal as of the date first above written.
STRIDE & ASSOCIATES, INC.
By: /s/ XXXXXXX XXXXXX
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Title: Chief Financial Officer
BANKBOSTON, N.A.,
individually and as Agent
By: /s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx, Vice President
IMPERIAL BANK
By: /s/ XXXXX XXXXXXXXXXX
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Title: Vice President
SILICON VALLEY BANK
By:
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Title:
