Exhibit 10.22
SECOND AMENDMENT, dated as of December 17, 1998 (this "Amendment"), to
the Credit
Agreement, dated as of November 13, 1997 (as amended by the First Amendment and
Waiver thereto, dated as of April 21, 1998 and this Amendment, and as the same
may be further amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among ASI SOLUTIONS INCORPORATED, a Delaware
corporation ("ASI"), XXXXXXX PARTNERS, INC. ("XxXxxxx Partners", together with
ASI, the "Borrowers"), the several banks and other financial institutions from
time to time parties thereto (collectively, the "Lenders"), and THE CHASE
MANHATTAN BANK, a New York banking corporation, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent").
W I T N E S S E T H :
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WHEREAS, the Borrowers, the Lenders and the Administrative Agent are
parties to the Credit Agreement; and
WHEREAS, the Borrowers have requested that the Lenders amend certain
terms in the Credit Agreement and in the manner provided for herein; and
WHEREAS, the Administrative Agent and the Lenders are willing to agree
to the requested amendments;
NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms which are
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defined in the Credit Agreement and used herein (and in the recitals hereto) as
defined terms are so used as so defined.
2. Amendment of Schedule 1.1(a). Schedule 1.1(a) of the Credit
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Agreement is hereby amended by deleting the table thereof in its entirety and
substituting in lieu thereof the following table:
Commitments
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Revolving Credit Term Loan
Lenders Commitment Commitment
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The Chase Manhattan Bank $ 3,500,000 $ 5,250,000
State Street Bank and Trust Company $ 3,500,000 $ 5,250,000
European American Bank $ 3,000,000 $ 4,500,000
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Total $10,000,000 $15,000,000
3. Amendment to Subsection 1.1. Subsection 1.1 of the Credit
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Agreement is hereby amended by deleting the reference to the number "20%" in
clause (2) of the definition of "Eligible Accounts" and substituting in lieu of
such number "25%".
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4. Amendment to Subsection 7.8. Subsection 7.8 of the Credit
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Agreement is hereby amended by (a) deleting the reference to the amount
"$1,000,000" in clause (ii) thereof and substituting in lieu of such amount
"$1,500,000" and (b) deleting the reference to the amount "$1,250,000" in clause
(iii) thereof and substituting in lieu of such amount "$1,500,000".
5. Representations and Warranties. On and as of the date hereof,
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the Borrowers hereby confirm, reaffirm and restate the representations and
warranties set forth in Section 4 of the Credit Agreement mutatis mutandis,
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except to the extent that such representations and warranties expressly relate
to a specific earlier date in which case the Borrowers hereby confirm, reaffirm
and restate such representations and warranties as of such earlier date.
6. Effectiveness. This Amendment shall become effective as of the
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date first written above upon (a) receipt by the Administrative Agent of
counterparts of this Amendment duly executed by the Borrowers and all the
Lenders and (b) such certificates and opinions as the Administrative Agent may
reasonably require in connection with this Amendment.
7. Continuing Effect; No Other Amendments, Waivers or Consents.
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Except as expressly provided herein, all of the terms and provisions of the
Credit Agreement are and shall remain in full force and effect. The amendments
provided for herein are limited to the specific subsections of the Credit
Agreement specified herein and shall not constitute a consent, waiver or
amendment of, or an indication of the Administrative Agent's or the Lenders'
willingness to consent to any action requiring consent under any other
provisions of the Credit Agreement or the same subsection for any other date or
time period.
8. Expenses. The Borrowers agree to pay and reimburse the
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Administrative Agent for all its reasonable costs and out-of-pocket expenses
incurred in connection with the preparation and delivery of this Amendment,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.
9. Counterparts. This Amendment may be executed in any number of
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counterparts by the parties hereto (including by facsimile transmission), each
of which counterparts when so executed shall be an original, but all the
counterparts shall together constitute one and the same instrument.
10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first above written.
ASI SOLUTIONS INCORPORATED
By: /s/ Xxxxxxx X. Xxxx
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Title: Senior Vice President & Chief
Financial Officer
XxXXXXX PARTNERS, INC.
By: /s/ Xxxxxxx X. Xxxx
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Title: Treasurer
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By: /s/ Xxxxxxx Xxxxx
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Title: Vice President
STATE STREET BANK AND TRUST
COMPANY, as a Lender
By: /s/ Xxxx X. Xxxxxxx
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Title: Vice President
EUROPEAN AMERICAN BANK, as a Lender
By: /s/ Xxxxxxx Xxxxxx
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Title: Assistant Treasurer
Consented To:
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C3 SOLUTIONS INCORPORATED
By: /s/ Xxxxxxx X. Xxxx
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Title: Treasurer
ASSESSMENT SOLUTIONS INCORPORATED
By: /s/ Xxxxxxx X. Xxxx
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Title: Treasurer
PROUDFOOT REPORTS INCORPORATED
By: /s/ Xxxxxxx X. Xxxx
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Title: Treasurer
T3 SOLUTIONS INCORPORATED
By: /s/ Xxxxxxx X. Xxxx
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Title: Treasurer
XXXXXXX PARTNERS INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxx
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Title: Treasurer
XXXXXXX PARTNERS ASIA, INC.
By: /s/ Xxxxxxx X. Xxxx
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Title: Treasurer
