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Exhibit 10.2
SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Seventh Amendment to Revolving Credit Agreement ("Seventh
Amendment") is made as of December 10, 1999 by and among PROVANT, Inc. (the
"Borrower"), a Delaware business corporation having its principal place of
business at 00 Xxxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000,
Fleet National Bank, a national banking association ("Fleet"), BankBoston, N.A.,
a national banking association ("BankBoston"), Norwest Bank Iowa, N.A., a
national banking association ("Norwest"), Citizens Bank of Massachusetts, a
Massachusetts banking corporation and the successor to State Street Bank and
Trust Company ("Citizens"), KeyBank National Association, a national banking
association ("KeyBank" and, together with Fleet, BankBoston, Norwest and
Citizens, the "Banks"), and Fleet National Bank, as agent for itself and the
other Banks (the "Agent").
RECITALS
WHEREAS, the Borrower, the Banks and the Agent previously entered into
that certain Revolving Credit Agreement, dated as of April 8, 1998, as modified
and amended by the First, Second, Third, Fourth, Fifth and Sixth Amendments
thereto (said Revolving Credit Agreement, as so amended prior to the date
hereof, the "Credit Agreement"), pursuant to which the Banks have made available
to the Borrower a revolving credit loan facility having a maximum available
borrowing amount of $80,000,000; and
WHEREAS, the parties hereto now desire to further amend or modify the
Credit Agreement in certain respects in order to (i) increase the total
Commitment thereunder from $80,000,000 to $105,000,000, and (ii) allocate the
additional Commitment amount between Norwest and KeyBank (KeyBank being a new
Bank), all as more particularly set forth hereinbelow.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto hereby agree to modify and amend certain provisions of the Credit
Agreement, as follows:
Section 1. Definitions. All capitalized terms used herein without
definition shall have the respective meanings provided therefor in the Credit
Agreement.
Section 2. Amendment of Specific Provisions. The following specific
provisions of the Credit Agreement are hereby modified and amended:
(a) In the definition of "Commitment" in Section 1.1, the
schedule that identifies the Banks and each Bank's
Commitment and Commitment Percentage shall be set forth on
a new Schedule I attached hereto, which shall replace the
existing Schedule I to the Credit Agreement;
(b) In the definition of "Total Commitment" appearing in
Section 1.1, the stated dollar amount from and after the
date hereof shall be $105,000,000 rather than $80,000,000;
and
(c) KeyBank shall be deemed a "Bank" for all purposes under
the Credit Agreement and the other Loan Documents.
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Section 3. Confirmation of Stock Pledge Agreement. The parties hereto
agree that all references to the "Credit Agreement" contained in the Stock
Pledge Agreement and all Supplements thereto shall mean or refer to the Credit
Agreement as amended and supplemented by this Seventh Amendment and as it may be
further amended, supplemented, modified and restated and in effect from time to
time, including without limitation any such amendment, supplement, modification
or restatement which increases the amount of Indebtedness owing by the Borrower
thereunder.
Section 4. Loan Documents Ratified and Confirmed. The Credit Agreement,
the Notes and each of the other Loan Documents, as specifically supplemented or
amended by this Seventh Amendment and the other documents executed in connection
herewith, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed. Without limiting the generality of the
foregoing, the Security Documents and all of the collateral described therein
do, and shall continue to, secure the payment of all obligations under the Loan
Documents, in each case as amended or supplemented pursuant to this Seventh
Amendment.
Section 5. Conditions to Effectiveness. This Seventh Amendment shall
become effective only upon completion of the following actions: (i) the issuance
by the Borrower on the date hereof of a Note, substantially in the form attached
as Exhibit A-1 hereto (which shall be a Revolving Credit Note for purposes of
the Credit Agreement), to reflect the new Commitment of KeyBank as set forth in
Schedule I hereto; (ii) the issuance by the Borrower on the date hereof of a
replacement Note, substantially in the form attached as Exhibit A-2 hereto, to
reflect the upward adjustment to the Commitment of Norwest as set forth in
Schedule I hereto (which shall also be a Revolving Credit Note for purposes of
the Credit Agreement), and (ii) the execution and delivery to the Agent of an
Amendment and Confirmation of Guaranty, dated the date hereof and substantially
in the form attached hereto as Exhibit B, by each of the Borrower's Subsidiaries
which is a Guarantor.
Section 6. Bringdown. The Borrower hereby confirms that all
representations and warranties with respect to the Borrower and any Subsidiaries
contained in the Credit Agreement and each of the other Loan Documents and in
any other certificate or document delivered in connection therewith are true and
correct as of the date hereof, and that no Default or Event of Default is
outstanding or would be created by the consummation of the transactions
described herein.
Section 7. Fees, Costs and Expenses.
(a) In connection with the execution of this Seventh Amendment,
the Borrower shall pay (i) a Closing Fee of $10,000 to Norwest
to reflect the increase in its Commitment, and (ii) a Closing
Fee of $40,000 to reflect KeyBank's new Commitment.
(b) In addition to the foregoing closing fees, the Borrower agrees
to pay on demand all reasonable costs and expenses of the
Agent and the Banks, including without limitation all
reasonable fees and expenses of counsel, in connection with
the preparation, execution and delivery of this Seventh
Amendment and the other documents and instruments to be
delivered herewith.
Section 8. Miscellaneous. This Seventh Amendment may be executed in
several counterparts and by each party on a separate counterpart, each of which
when executed and delivered shall be an original, and all of which together
shall constitute one instrument. In proving this Seventh Amendment, it shall not
be necessary to produce or account for more than one such counterpart signed by
the party
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against whom enforcement is sought. This Seventh Amendment is intended to take
effect as a sealed instrument and shall for all purposes be construed in
accordance with and governed by the laws of The Commonwealth of Massachusetts
(excluding the laws applicable to conflicts or choice of law).
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Amendment to be duly executed as an instrument under seal as of the date first
above written.
PROVANT, INC.
By: /s/ Xxxxx Xxxxx
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Title: Executive Vice President
BANKBOSTON, N.A.
By: /s/ Xxxxx Xxx
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Title: Vice President
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Assistant Vice President
KEYBANK NATIONAL ASSOCIATION
By: Xxxxxx X. Xxxxxxxx
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Title: Vice President
NORWEST BANK IOWA, N.A.
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
FLEET NATIONAL BANK, as AGENT
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Assistant Vice President
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