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EXHIBIT 10.7
CONSENT AND FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This CONSENT AND FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment"), is dated as of March 19, 2001, by and among AHL
SERVICES, INC. ("AHL"), XXXXXXXXXXX, INC. ("Xxxxxxxxxxx"), XXXXXXXXXXX HOLDINGS
LIMITED ("U.S. Holdings"), ADI ALPHA HOLDING GMBH ("ADI Alpha"), TUJA XXXXXXXXXX
XXXX & XX. XX, XXXXXXXXXX, ("Xxxx"), EMD GESELLSCHAFT FUR
PERSONALDIENSTLEISTUNGEN GMBH & CO. KG, ASCHAFFENBURG ("EMD Aschaffenburg"), and
AHL EUROPE LIMITED ("AHL Europe Limited"; together with AHL, Argenbright, U.S.
Holdings, ADI Alpha, Tuja, and EMD Aschaffenburg, collectively referred to as
the "Borrowers"), the financial institutions listed on the signature pages
hereto as Lenders, and First Union National Bank, a national banking association
("First Union"), as administrative agent for the Lenders (in such capacity, the
"Administrative Agent").
RECITALS
WHEREAS, the Lenders, the Administrative Agent and the Borrowers are
parties to that certain Second Amended and Restated Credit Agreement dated as of
October 15, 1999, as amended by that certain First Amendment to Second Amended
and Restated Credit Agreement dated as of November 23, 1999, that certain Second
Amendment to Second Amended and Restated Credit Agreement dated as of May 24,
2000, and that certain Consent, Waiver and Third Amendment to Second Amended and
Restated Credit Agreement dated as of December 20, 2000 (as so amended, and as
may be further amended, restated, supplemented or otherwise modified from time
to time, the "Credit Agreement"; capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Credit
Agreement); and
WHEREAS, at the request of the Borrowers, the Lenders and the
Administrative Agent have agreed (i) to amend certain provisions of the Credit
Agreement as set forth herein and (ii) to consent to the amendment of the Share
Mortgage over shares in AHL Europe Limited, dated December 20, 2000, between AHL
and the Security Trustee to reduce the percentage of the issued share capital of
AHL Europe Limited mortgaged in favor of the Security Trustee from one hundred
percent (100%) to sixty-five percent (65%) (the "AHL Europe Share Mortgage
Amendment"), all upon and subject to all of the terms, conditions and provisions
hereof.
NOW, THEREFORE, in consideration of the premises and the agreements,
covenants and provisions herein contained and for TEN DOLLARS ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
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SECTION 1 AMENDMENTS TO CREDIT AGREEMENT
Subject to the satisfaction of each of the conditions precedent set
forth in Section 5.1 of this Amendment, the Borrowers, the undersigned Lenders
and the Administrative Agent hereby agree that the Credit Agreement be, and it
hereby is, amended as follows, effective as of the Effective Date (as defined
below):
1.1 Amendment to Section 1.1. Section 1.1 of the Credit Agreement
is hereby amended by adding the following new definitions in alphabetical order:
"Deemed Income Amount" means (i) for the fiscal quarter ending
March 31, 2000, $7,666,000; (ii) for the fiscal quarter ending June 30,
2000, $10,213,000; (iii) for the fiscal quarter ending September 30,
2000, $13,062,000; and (iv) for the fiscal quarter ending December 31,
2000, $4,432,000.
"Deemed Interest Expense Amount" means (i) for the fiscal
quarter ending March 31, 2000, $1,926,000; (ii) for the fiscal quarter
ending June 30, 2000, $1,854,000; (iii) for the fiscal quarter ending
September 30, 2000, $2,124,000; and (iv) for the fiscal quarter ending
December 31, 2000, $1,826,000.
"PIMMS Severance Charge" means an amount equal to the lesser
of (i) $2,500,000 and (ii) the aggregate amount of one-time severance
charges incurred in connection with the discontinuance of the PIMMS
business.
1.2 Amendment to Section 8.2.(a) Section 8.2 of the Credit
Agreement is hereby amended to read in its entirety as follows:
SECTION 8.2 Consolidated Total Indebtedness to Consolidated
Pro Forma EBITDA. As of any fiscal quarter end, permit the ratio of (a)
Consolidated Total Indebtedness of AHL and its Subsidiaries as of such
date to (b) Consolidated Pro Forma EBITDA of AHL and its Subsidiaries
for the period of four (4) consecutive fiscal quarters ending on or
immediately prior to such date to exceed 2.75 to 1.00. For purposes of
determining compliance by Borrowers with the covenant set forth in this
Section 8.2 for any period containing any of the fiscal quarter ending
March 31, 2000, the fiscal quarter ending June 30, 2000, the fiscal
quarter ending September 30, 2000, or the fiscal quarter ending
December 31, 2000, Consolidated Pro Forma EBITDA of AHL and its
Subsidiaries for each such fiscal quarter shall be deemed to be the
Deemed Income Amount for such fiscal quarter. For purposes of
determining compliance by Borrowers with the covenant set forth in this
Section 8.2 for any period containing the fiscal quarter ending March
31, 2001, Consolidated Net Income of AHL and its Subsidiaries for such
fiscal quarter shall be deemed to be increased by an amount equal to
the PIMMS Severance Charge.
1.3 Amendment to Section 8.3.(a) Section 8.3 of the Credit
Agreement is hereby
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amended to read in its entirety as follows:
SECTION 8.3 Interest Coverage Ratio. As of any fiscal quarter
end, permit the Interest Coverage Ratio to be less than 2.00 to 1.00.
For purposes of determining compliance by Borrowers with the covenant
set forth in this Section 8.3 for any period containing any of the
fiscal quarter ending March 31, 2000, the fiscal quarter ending June
30, 2000, the fiscal quarter ending September 30, 2000, or the fiscal
quarter ending December 31, 2000, (a) Consolidated Net Income of AHL
and its Subsidiaries for each such fiscal quarter shall be deemed to be
the Deemed Income Amount for such fiscal quarter and (b) Interest
Expense for each such fiscal quarter shall be deemed to be the Deemed
Interest Expense Amount for such fiscal quarter. For purposes of
determining compliance by Borrowers with the covenant set forth in this
Section 8.3 for any period containing the fiscal quarter ending March
31, 2001, Consolidated Net Income of AHL and its Subsidiaries for such
fiscal quarter shall be deemed to be increased by an amount equal to
the PIMMS Severance Charge.
1.4 Amendment to Section 8.4.(a) Section 8.4 of the Credit
Agreement is hereby amended to read in its entirety as follows:
SECTION 8.4 Current Ratio. As of any fiscal quarter end,
permit the ratio of Current Assets to Current Liabilities to be less
than 1.20 to 1.00.
SECTION 2 CONSENT TO AHL EUROPE SHARE MORTGAGE AMENDMENT
Subject to the satisfaction of each of the conditions precedent set
forth in Section 5.1 of this Amendment, the Lenders and the Administrative Agent
hereby consent to the AHL Europe Share Mortgage Amendment, in form and substance
satisfactory to the Security Trustee and the Administrative Agent.
SECTION 3 REPRESENTATIONS AND WARRANTIES
In order to induce the Administrative Agent and the Lenders to enter
into this Amendment, each Borrower hereby represents and warrants to the Lenders
that: (a) immediately prior to the effectiveness of this Amendment, all of the
representations set forth in the Credit Agreement were accurate in all material
respects as of the date hereof, (b) after giving effect to this Amendment, all
of the representations and warranties set forth in the Credit Agreement, will be
accurate in all material respects as of the date hereof, except to the extent
that such representations and warranties expressly relate to an earlier date, in
which case such representations and warranties shall have been true and correct
on and as of such date, and (c) after giving effect to this Amendment, there
exists no Default or Event of Default under the Credit Agreement or the Loan
Documents as of the date hereof.
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SECTION 4 CONDITIONS TO EFFECTIVENESS
The amendments to the Credit Agreement set forth in Section 1 of this
Amendment and the consent set forth in Section 2 of this Amendment are
conditioned upon the satisfaction of each of the following conditions precedent,
and upon such satisfaction, such amendments and consent shall be deemed to be
effective as of December 31, 2000 (the "Effective Date"):
(a) The Administrative Agent shall have received
counterparts to this Amendment duly executed by each of the parties
hereto.
(b) AHL shall have executed and delivered to the
Administrative Agent the AHL Europe Share Mortgage Amendment, in form
and substance satisfactory to the Security Trustee and the
Administrative Agent.
(c) The Administrative Agent shall have received such
other documents as it shall have reasonably requested, in form and
substance satisfactory to the Administrative Agent.
SECTION 5 MISCELLANEOUS
5.1 Counterparts. This Amendment may be executed by each party to
this Amendment upon a separate copy, and in such case one counterpart of this
Amendment shall consist of enough of such copies to reflect the signature of all
of the parties to this Amendment. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Amendment or its terms to produce or account
for more than one of such counterparts.
5.2 General. Upon and after the Effective Date, all references to
the Credit Agreement in that document or in any other Loan Document shall mean
the Credit Agreement as amended hereby. Except as expressly provided herein, the
execution and delivery of this Amendment does not and will not amend, modify or
supplement any provision of, or constitute a consent to or a waiver of any
noncompliance with the provisions of, the Credit Agreement, and, except as
specifically provided in this Amendment, the Credit Agreement shall remain in
full force and effect and is hereby ratified and confirmed.
5.3 Construction. This Amendment is a Loan Document executed
pursuant to the Credit Agreement and shall be construed, administered and
applied in accordance with all of the terms and provisions of the Credit
Agreement.
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5.4 Governing Law. This Amendment shall be governed by, construed
and enforced in accordance with the laws of the State of Georgia, without
reference to the conflicts or choice of law principles thereof.
5.5 Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
[Signatures appear on following pages]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers hereunder duly authorized as of the day and year
first written above.
BORROWERS:
AHL SERVICES, INC.
By:
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Title:
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[CORPORATE SEAL]
XXXXXXXXXXX, INC.
By:
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Title:
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[CORPORATE SEAL]
XXXXXXXXXXX HOLDINGS LIMITED
By:
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Title:
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[CORPORATE SEAL]
ADI ALPHA HOLDING GMBH
By:
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Title:
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[CORPORATE SEAL]
TUJA ZEITARBEIT GMBH & CO. KG,
INGOLSTADT
By:
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Title:
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[CORPORATE SEAL]
EMD GESELLSCHAFT FUR
XXXXXXXXXXXXXXXXXXXXXXXX XXXX &
XX. XX, XXXXXXXXXXXXX
By:
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Title:
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[CORPORATE SEAL]
AHL EUROPE LIMITED
By:
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Title:
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[CORPORATE SEAL]
LENDERS:
FIRST UNION NATIONAL BANK, as
Administrative Agent and Lender
By:
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Title:
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FIRST UNION NATIONAL BANK,
LONDON BRANCH, as European Swingline Lender
By:
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Title:
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WACHOVIA BANK, N.A., as Lender
By:
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Title:
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SUNTRUST BANK, as Lender
By:
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Title:
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BANK OF AMERICA, N.A., as Lender
By:
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Title:
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FLEET NATIONAL BANK, as Lender
By:
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Title:
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DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as Lender
By:
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Title:
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By:
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Title:
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DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK AG CAYMAN
ISLAND BRANCH, as Lender
By:
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Title:
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By:
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Title:
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THE BANK OF NOVA SCOTIA, as Lender
By:
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Title:
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SCOTIABANK EUROPE PLC, as Lender for
Revolving Loans made in Alternative Currencies,
as Lender
By:
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Title:
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SALOMON BROTHERS HOLDING
COMPANY INC., as Lender
By:
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Title:
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FIRSTSTAR BANK, N.A., as Lender
By:
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Title:
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BANK ONE, NA, as Lender
By:
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Title:
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SOVEREIGN BANK, as Lender
By:
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Title:
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BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE INC.,
as Lender
By:
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Title:
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By:
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Title:
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THE FUJI BANK LIMITED, as Lender
By:
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Title:
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BANK LEUMI LE-ISRAEL, B.M.,
MIAMI AGENCY, as Lender
By:
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Title:
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Signature Page - Fourth Amendment
