SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 31, 2000 (the
"AMENDMENT"), is among Alternative Resources Corporation, a Delaware
corporation, the undersigned Lenders and American National Bank and Trust
Company of Chicago, as Agent and as Lender. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to them in Credit
Agreement (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and the Lenders entered into that certain
Credit Agreement dated as of November 7, 1997 as heretofore amended (as so
amended and as the same may hereafter be amended, modified, restated or
otherwise supplemented from time to time, the "CREDIT AGREEMENT");
WHEREAS, the Borrower, Agent and the Lenders wish to make certain
amendments to the Credit Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, each of the undersigned agrees as
follows:
1. AMENDMENTS TO CREDIT AGREEMENT.
(a) Article I of the Credit Agreement shall be amended by deleting the
definition of "Maximum Subcontracted Eligibility Amount" and shall further be
amended by adding the following new definitions thereto in the appropriate
alphabetical order:
"Cash Budget" means the consolidated cash forecast dated August 28,
2000 for the Borrower and its Subsidiaries for the period from August 28,
2000 through December 30, 2000 delivered by the Borrower to the Agent and
Lenders.
"Lock Box" is defined in Section 6.31 hereof.
"Lock Box Account" is defined in Section 6.31 hereof.
(b) The definitions of Applicable Margin, Borrowing Base, Commitment and
Permitted Overadvance contained in Article I of the Credit Agreement shall be
amended in their entirety and as so amended shall read as follows:
"Applicable Margin" means two and one-fourth percent (2.25%).
"Borrowing Base" means an amount equal to the total of (a) 80% of the
unpaid amount of all Eligible Accounts Receivable, PLUS (b) 80% of the
unpaid amount of all Eligible Subcontracted Accounts Receivable, in each
case net of such reserves and allowances as the Agent deems necessary in
its reasonable discretion PLUS (c) the Permitted Overadvance, provided
however, that the Borrowing Base shall be computed only as against and on
the basis of the most recent Borrowing Base Certificate received pursuant
to Section 6.29 hereof.
"Commitment" means, for each Lender, the obligation of such Lender to
make Revolving Loans not exceeding the amount set forth opposite its name
below or as set forth in any Notice of Assignment relating to any
assignment that has become effective pursuant to Section 12.3.2, as such
amount may be modified from time to time pursuant to the terms hereof:
LENDER COMMITMENT
American National Bank and Trust Company of Chicago $16,500,000
Mellon Bank, N.A. $11,000,000
Xxxxxx Trust and Savings Bank $11,000,000
Fleet National Bank $ 8,250,000
National City Bank $ 8,250,000
TOTAL $55,000,000
"Permitted Overadvance" means $12,000,000.
(c) Article II of the Credit Agreement shall be amended in its entirety and
as so amended shall read as follows:
2.1 COMMITMENT. From and including the date of this Agreement and prior to
the Facility Termination Date, each Lender severally agrees, on the terms and
conditions set forth in
this Agreement, to make Loans to the Borrower from time to time in amounts not
to exceed in the aggregate at any one time outstanding its Pro Rata Share of the
Available Aggregate Commitment, PROVIDED that at no time shall the Aggregate
Outstanding Credit Exposure hereunder exceed the Borrowing Base as then
determined and computed. Subject to the terms of this Agreement, the Borrower
may borrow, repay and reborrow at any time prior to the Facility Termination
Date. The Commitments to lend hereunder shall expire on the Facility Termination
Date.
2.2 REQUIRED PAYMENTS; TERMINATION. Any outstanding Advances and all other
unpaid Obligations shall be paid in full by the Borrower on the Facility
Termination Date. Additionally, if on any day the Aggregate Outstanding Credit
Exposure exceeds the lesser of (a) the Borrowing Base or (b) the Aggregate
Commitment, the Borrower shall immediately make a prepayment of the Loans in an
amount sufficient to eliminate such excess. Additionally, the Borrower shall,
from time to time, immediately prepay the Loans and the Aggregate Commitment
shall automatically reduce (subject to re-instatement upon request of the
Borrower and consent to do so by all the Lenders) in an amount equal to all
income tax refunds received by the Borrower. Additionally, the Borrower shall,
from time to time, immediately prepay the Loans in an amount equal to the net
proceeds received on account of the sale of any of its assets, including,
without limitation, any sale of Collateral.
2.3 RATABLE LOANS. Each Advance hereunder (other than any Swing Line Loan)
shall consist of Revolving Loans made from the several Lenders ratably in
proportion to the ratio that their respective Commitments bear to the Aggregate
Commitment.
2.4 TYPES OF ADVANCES. The Advances may be Floating Rate Advances, selected
by the Borrower in accordance with Section 2.9, or, in the discretion of the
Swing Lender, Swing Line Loans selected by the Borrower in accordance with
Section 2.5.
2.5 SWING LINE LOANS.
2.5.1. AMOUNT OF SWING LINE LOANS. Upon the satisfaction of the
conditions precedent set forth in Section 4.2, from time to time prior to
the Facility Termination Date, the Swing Line Lender may in its discretion
but only with the prior approval of all Lenders, on the terms and
conditions set forth in this Agreement, make Swing Line Loans to the
Borrower from time to time in an aggregate principal amount not to exceed
the Swing Line Commitment, PROVIDED that the Aggregate Outstanding Credit
Exposure shall not at any time exceed the lesser of (a) Aggregate
Commitment or (b) the Borrowing Base, and PROVIDED FURTHER that at no time
shall the sum of (i) the Swing Line Lender's Pro Rata Share of the Swing
Line Loans, PLUS (ii) the outstanding Revolving Loans made by the Swing
Line Lender pursuant to Section 2.1, exceed the Swing Line Lender's
Commitment at such time. Subject to the terms of this Agreement, the
Borrower may borrow, repay and reborrow Swing Line Loans at any time prior
to the Facility Termination Date.
2.5.2. BORROWING NOTICE. The Borrower shall deliver to the Agent and
the Swing Line Lender irrevocable notice (a "Swing Line Borrowing Notice")
not later than noon (Chicago time) on the Borrowing Date of each Swing Line
Loan, specifying the applicable Borrowing Date (which date shall be a
Business Day), and the aggregate amount of the requested Swing Line Loan.
The Swing Line Loans shall bear interest at the Floating Rate.
2.5.3. MAKING OF SWING LINE LOANS. Not later than 2:00 p.m. (Chicago
time) on the applicable Borrowing Date, the Swing Line Lender shall advise
the Borrower if it has received the approval of the Lenders to make the
requested Swing Line Loan and if it is willing to make such Swing Line Loan
and if so, the Swing Line Lender shall make available the Swing Line Loan,
in funds immediately available in Chicago, to the Agent at its address
specified pursuant to Article XIII. In the event the Swing Line Lender
shall fail to respond to any request by the Borrower for a Swing Line Loan,
such request shall be deemed denied. The Agent will promptly make the funds
so received from the Swing Line Lender available to the Borrower on the
Borrowing Date at the Agent's aforesaid address.
2.5.4. REPAYMENT OF SWING LINE LOANS. Each Swing Line Loan shall be
paid in full by the Borrower on demand by the Swing Line Lender to do so
but in no event later than the Facility Termination Date. In addition, the
Swing Line Lender may at any time in its sole discretion with respect to
any outstanding Swing Line Loan, require each Lender (including the Swing
Line Lender) to make a Revolving Loan in the amount of such Lender's Pro
Rata Share of such Swing Line Loan, for the purpose of repaying such Swing
Line Loan. Not later than noon (Chicago time) on the date of any notice
received pursuant to this Section 2.5.4, each Lender shall make available
its required Revolving Loan, in funds immediately available in Chicago to
the Agent at its address specified pursuant to Article XIII. Revolving
Loans made pursuant to this Section 2.5.4 shall be Floating Rate Loans.
Unless a Lender shall have notified the Swing Line Lender, prior to its
making any Swing Line Loan, that any applicable condition precedent set
forth in Section 4.1 had not then been satisfied, such Lender's obligation
to make Revolving Loans pursuant to this Section 2.5.4 to repay Swing Line
Loans shall be unconditional, continuing, irrevocable and absolute and
shall not be affected by any circumstances, including, without limitation,
(a) any set-off, counterclaim, recoupment, defense or other right which
such Lender may have against the Agent, the Swing Line Lender or any other
Person, (b) the occurrence or continuance of a Default or Unmatured
Default, (c) any adverse change in the condition (financial or otherwise)
of the Borrower, or (d) any other circumstances, happening or event
whatsoever. In the event that any Lender fails to make payment to the Agent
of any amount due under this Section 2.5.4, the Agent shall be entitled to
receive, retain and apply against such obligation the principal and
interest otherwise payable to such Lender hereunder until the Agent
receives such payment from such Lender or such obligation is otherwise
fully satisfied. In addition to the foregoing, if for any reason any Lender
fails to make payment to the Agent of any amount due under this Section
2.5.4, such Lender shall be deemed, at the option of the Agent, to have
unconditionally and irrevocably purchased from the Swing Line Lender,
without recourse or warranty, an undivided interest and participation in
the applicable Swing Line Loan in the amount of such Revolving Loan, and
such interest and participation may be recovered from such Lender together
with interest thereon at the Federal Funds Effective Rate for each day
during the period commencing on the date of demand and ending on the date
such amount is received. On the Facility Termination Date, the Borrower
shall repay in full the outstanding principal balance of the Swing Line
Loans.
2.6 COMMITMENT FEE; REDUCTIONS IN AGGREGATE COMMITMENT; AMENDMENT FEE. The
Borrower agrees to pay to the Agent for the account of each Lender a commitment
fee at a per annum rate equal to one-half of one percent (1/2%) on the daily
unused portion of such Lender's Commitment from the date hereof to and including
the Termination Date, payable on each Payment Date hereafter and on the Facility
Termination Date. Swing Line Loans shall not count as usage of any Lender's
Commitment for the purpose of calculating the commitment fee due hereunder. The
Borrower may permanently reduce the Aggregate Commitment in whole, or in part
ratably among the Lenders in integral multiples of $1,000,000, upon at least one
(1) Business Day's written notice to the Agent, which notice shall specify the
amount of any such reduction, PROVIDED, HOWEVER, that the amount of the
Aggregate Commitment may not be reduced below the aggregate principal amount of
the outstanding Advances. All accrued commitment fees shall be payable on the
effective date of any termination of the obligations of the Lenders to make
Loans hereunder.
(b) The Borrower agrees to pay to the Agent for the account of the Lenders
a sixth amendment fee in an amount equal to 1% of the aggregate Commitments in
effect as of August 31, 2000, such fee to be fully earned upon execution of the
Sixth Amendment to Credit Agreement by the Borrower and Lenders and delivery of
the same to the Agent and to be payable upon the earlier of (a) payment of the
Obligations in full and termination of the Commitments, (b) December 31, 2000 or
(c) acceleration of the Obligations pursuant to Section 8.1 hereof.
2.7 INTEREST OPTIONS. No Advance may be made as, converted into or
continued as a Eurodollar Advance.
2.8 OPTIONAL PRINCIPAL PAYMENTS. The Borrower may from time to time pay,
without penalty or premium, all outstanding Floating Rate Advances or any
portion of the outstanding Floating Rate Advances upon notice to Agent, or the
Swing Line Lender as the case may be, by 11:00 a.m. (Chicago time) on the date
of repayment.
2.9 METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES. The
Borrower shall select the Type of Advance from time to time. The Borrower shall
give the Agent irrevocable notice (a "Borrowing Notice") not later than 10:00
a.m. (Chicago time) on the Borrowing Date of each Floating Rate Advance (other
than a Swing Line Loan) specifying:
(i) the Borrowing Date, which shall be a Business Day, of such Advance, and
(ii) the aggregate amount of such Advance.
Not later than noon (Chicago time) on each Borrowing Date, each Lender shall
make available its Revolving Loan or Revolving Loans in funds immediately
available in Chicago to the Agent at its address specified pursuant to Article
XIII. The Agent will make the funds so received from the Lenders available to
the Borrower at the Agent's aforesaid address.
2.10 CONTINUATION OF OUTSTANDING ADVANCES. Floating Rate Advances shall
continue as Floating Rate Advances unless and until such Floating Rate Advances
are repaid in accordance with Section 2.8.
2.11 CHANGES IN INTEREST RATE, ETC. Each Floating Rate Advance (including
each Swing Line Loan) shall bear interest on the outstanding principal amount
thereof, for each day from and including the date such Advance is made, to but
excluding the date it is paid, at a rate per annum equal to the Floating Rate
for such day. Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Advance will take effect simultaneously with each
change in the Alternate Base Rate.
2.12 RATES APPLICABLE AFTER DEFAULT AND UNDER OTHER CIRCUMSTANCES.
Notwithstanding anything to the contrary contained in Section 2.9 or 2.10,
during the continuance of a Default or Unmatured Default the Required Lenders
may, at their option, by notice to the Borrower (which notice may be revoked at
the option of the Required Lenders notwithstanding any provision of Section 8.2
requiring unanimous consent of the Lenders to changes in interest rates),
declare that each Floating Rate Advance shall bear interest at a rate per annum
equal to the Floating Rate in effect from time to time plus 2% per annum,
PROVIDED that, during the continuance of a Default under Section 7.6 or 7.7,
such interest rate shall be applicable to all Advances without any election or
action on the part of the Agent or any Lender.
2.13 METHOD OF PAYMENT. All payments of the Obligations hereunder shall be
made, without setoff, deduction, or counterclaim, in immediately available funds
to the Agent at the Agent's address specified pursuant to Article XIII, or at
any other Lending Installation of the Agent specified in writing by the Agent to
the Borrower, by noon (local time) on the date when due and shall (except with
respect to repayments of Swing Line Loans) be applied ratably by the Agent among
the Lenders. Each payment delivered to the Agent for the account of any Lender
shall be delivered promptly by the Agent to such Lender in the same type of
funds that the Agent received at its address specified pursuant to Article XIII
or at any Lending Installation specified in a notice received by the Agent from
such Lender. The Agent is hereby authorized to charge the account of the
Borrower maintained with ANB for each payment of principal, interest and fees as
it becomes due hereunder.
2.14 NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS. (i) Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to
time hereunder.
(ii) The Agent shall also maintain accounts in which it will record (a) the
amount of each Loan made hereunder and the Type thereof, (b) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (c) the amount of any sum received by the
Agent hereunder from the Borrower and each Lender's share thereof.
(iii) The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be PRIMA FACIE evidence of the existence and
amounts of the Obligations therein recorded absent demonstrable or manifest
error; PROVIDED, HOWEVER, that the failure of the Agent or any Lender to
maintain such accounts or any error therein shall not in any manner affect the
obligation of the Borrower to repay the Obligations in accordance with their
terms.
(iv) Any Lender may request that its Loans be evidenced by a promissory
note or, in the case of the Swing Line Lender, promissory notes representing its
Revolving Loans and Swing Line Loans, respectively, substantially in the form of
Exhibit E, with appropriate changes for notes evidencing Swing Line Loans (each
a "Note"). In such event, the Borrower shall prepare, execute and deliver to
such Lender such Note or Notes payable to the order of such Lender. Thereafter,
the Loans evidenced by each such Note and interest thereon shall at all times
(including after any assignment pursuant to Section 12.3) be represented by one
or more Notes payable to the order of the payee named therein or any assignee
pursuant to Section 12.3, except to the extent that any such Lender or assignee
subsequently returns any such Note for cancellation and requests that such Loans
once again be evidenced as described in paragraphs (i) and (ii) above.
2.15. TELEPHONIC NOTICES. The Borrower hereby authorizes the Lenders and
the Agent to extend or continue Advances, effect selections of Types of Advances
and to transfer funds based on telephonic notices made by any person or persons
the Agent or any Lender in good faith believes to be acting on behalf of the
Borrower, it being understood that the foregoing authorization is specifically
intended to allow Borrowing Notices to be given telephonically. The Borrower
agrees to deliver promptly to the Agent a written confirmation, if such
confirmation is requested by the Agent or any Lender, of each telephonic notice
signed by an Authorized Officer. If the written confirmation differs in any
material respect from the action taken by the Agent and the Lenders, the records
of the Agent and the Lenders shall govern absent manifest or demonstrable error.
2.16. INTEREST PAYMENT DATES; INTEREST AND FEE BASIS. Interest accrued on
each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date hereof and at maturity.
Interest and commitment fees shall be calculated for actual days elapsed on the
basis of a 360-day year. Interest shall be payable for the day an Advance is
made but not for the day of any payment on the amount paid if payment is
received prior to 1:00 p.m. (local time) at the place of payment. If any payment
of principal of or interest on an Advance shall become due on a day which is not
a Business Day, such payment shall be
made on the next succeeding Business Day and, in the case of a principal
payment, such extension of time shall be included in computing interest in
connection with such payment.
2.17. NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND COMMITMENT
REDUCTIONS. Promptly after receipt thereof, the Agent will notify each Lender of
the contents of each Aggregate Commitment reduction notice, Borrowing Notice,
Swing Line Borrowing Notice, and repayment notice received by it hereunder. The
Agent will give each Lender prompt notice of each change in the Alternate Base
Rate.
2.18 LENDING INSTALLATIONS. Each Lender may book its Loans at any Lending
Installation selected by such Lender and may change its Lending Installation
from time to time. All terms of this Agreement shall apply to any such Lending
Installation and the Loans and any Notes issued hereunder shall be deemed held
by each Lender for the benefit of any such Lending Installation. Each Lender
may, by written notice to the Agent and the Borrower in accordance with Article
XIII, designate replacement or additional Lending Installations through which
Loans will be made by it and for whose account Loan payments are to be made.
2.19 NON-RECEIPT OF FUNDS BY THE AGENT. Unless the Borrower or a Lender, as
the case may be, notifies the Agent prior to the date on which it is scheduled
to make payment to the Agent of (i) in the case of a Lender, the proceeds of a
Loan or (ii) in the case of the Borrower, a payment of principal, interest or
fees to the Agent for the account of the Lenders, that it does not intend to
make such payment, the Agent may assume that such payment has been made. The
Agent may, but shall not be obligated to, make the amount of such payment
available to the intended recipient in reliance upon such assumption. If such
Lender or the Borrower, as the case may be, has not in fact made such payment to
the Agent, the recipient of such payment shall, on demand by the Agent, repay to
the Agent the amount so made available together with interest thereon in respect
of each day during the period commencing on the date such amount was so made
available by the Agent until the date the Agent recovers such amount at a rate
per annum equal to (x) in the case of payment by a Lender, the Federal Funds
Effective Rate for such day for the first three days and, thereafter, the
interest rate applicable to the relevant Loan or (y) in the case of payment by
the Borrower, the interest rate applicable to the relevant Loan.
2.20 DISBURSEMENTS OF ADVANCES; SETTLEMENTS AMONG AGENT AND LENDERS;
PAYMENTS OF INTEREST AND FEES; DISGORGEMENT OBLIGATIONS . (a) The outstanding
balance of Advances may fluctuate from day to day through the Agent's
disbursement of funds to, and receipt of funds from, the Borrower. In order to
minimize the frequency of transfers of funds between the Agent and each Lender,
Advances and payments will be settled according to the procedures described in
this Section 2.20. Notwithstanding these procedures, each Lender's obligation to
fund its portion of any Advances made by the Agent to the Borrower will commence
on the date such Advances are made by the Agent. Such payments will be made by
each Lender without setoff, counterclaim or reduction of any kind.
(b) On Friday of each week, or more frequently (including daily) if the
Agent so elects (each such day being a "Settlement Date"), the Agent will advise
each Lender by
telephone or telecopy of the amount of each such Lender's ratable share of the
outstanding balance of Advance as of the close of business of the Business Day
immediately preceding the Settlement Date. In the event that payments are
necessary to adjust the amount of such Lender's share of the outstanding balance
of Advances to equal such Lender's Commitment percentage of the Obligations as
of any Settlement Date, such Lender will pay to the Agent, or the Agent will pay
to such Lender (as applicable) the amount necessary in same day funds by wire
transfer to the other's account not later than 4:00 p.m. Chicago time on the
Business Day following the Settlement Date.
(c) Notwithstanding the foregoing, the Agent, at its option, may elect to
require that each Lender provide funds in connection with any requested
borrowing hereunder on the scheduled borrowing date, and in such event the Agent
shall advise each Lender by telephone or telecopy of the amount to be funded by
such Lender no later than the borrowing date applicable thereto, and each such
Lender shall pay to the Agent such Lender's Commitment percentage of the
borrowing in same day funds by wire transfer to the Agent's account not later
than 4:00 p.m. Chicago time on such Borrowing date.
(d) On the first Business Day of each month (each, an "Interest Settlement
Date"), the Agent will advise each Lender by telephone or telecopy of the amount
of such Lender's commitment percentage of interest and fees on each Loan as of
the end of the last day of the immediately preceding month. Provided that such
Lender has made all payments required to be made by it under this Agreement, the
Agent will pay to such Lender, by wire transfer to such Lender's account (as
specified by such Lender on the signature page of this Agreement or the
applicable Assignment and Acceptance) not later than 2:00 p.m. Chicago time on
the next Business Day following the Interest Settlement Date, such Lender's
commitment percentage of interest and commitment fees, in each instance,
received by Agent in the immediately preceding month.
(e) Unless the Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Lenders hereunder that the Borrower
will not make such payment in full as and when required hereunder, the Agent may
assume that the Borrower has made such payment in full to the Agent on such date
in immediately available funds and the Agent may (but shall not be so required),
in reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If the Agent pays
an amount to a Lender under this Agreement in the belief or expectation that a
related payment has been or will be received by the Agent from the Borrower and
such related payment is not received by the Agent, the Agent shall be entitled
to recover such amount from such Lender, and each Lender shall repay to Agent on
demand such amount, together with interest thereon for each day from the date
such amount is distributed to such Lender until the date such Lender repays such
amount to the Agent, at the Agent's cost of funds, without setoff, counterclaim
or deduction of any kind. If the Agent determines at any time that any amount
received by the Agent under this Agreement must be returned to the Borrower or
paid to any other Person pursuant to any solvency, fraudulent conveyance or
similar law or otherwise, then, notwithstanding any other term or condition of
this Agreement, the Agent will
not be required to distribute any portion of such payment to any Lender. In
addition, each Lender will repay to the Agent on demand any portion of such
amount that the Agent has distributed to such Lender, together with interest
thereon at such rate, if any, as the Agent is required to pay to the Borrower or
such other Person, without setoff, counterclaim or deduction of any kind.
(d) Section 4.2 shall be amended in its entirety and as so amended shall read
as follows:
"4.2. EACH ADVANCE. The Lenders shall (except as otherwise set forth in
Section 2.5.4 with respect to Revolving Loans for the purpose of repaying Swing
Line Loans) not be required to make any Advance (other than an Advance that,
after giving effect thereto and to the application of the proceeds thereof, does
not increase the aggregate amount of outstanding Advances), unless on the
applicable Borrowing Date:
(i) There exists no Default or Unmatured Default.
(ii) The representations and warranties contained in Article V are true and
correct as of such Borrowing Date except to the extent any such
representation or warranty is stated to relate solely to an earlier date,
in which case such representation or warranty shall have been true and
correct on and as of such earlier date.
(iii) All legal matters incident to the making of such Advance shall be
reasonably satisfactory to the Lenders and their counsel.
Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be,
with respect to each such Advance shall constitute a representation and warranty
by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have
been satisfied."
(e) Section 6.1 of the Credit Agreement shall be amended in its entirety
and as so amended shall read as follows:
"6.1 FINANCIAL REPORTING. The Borrower will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, and furnish to the Lenders:
(i) Within 120 days after the close of each of its fiscal years, an unqualified
audit report certified by independent certified public accountants
acceptable to the Lenders, prepared in accordance with Agreement Accounting
Principles on a consolidated basis for itself and its Subsidiaries,
including balance sheets as of the end of such period, related profit and
loss and reconciliation of surplus statements, and a statement of cash
flows, accompanied by any management letter prepared by said accountants.
The Borrower also agrees to promptly furnish the annual consolidating
financial statements for itself and its Subsidiaries prepared by the
Borrower in connection with its annual income tax returns.
(ii) Within 30 days after the end of each month in each year, for itself and its
Subsidiaries, consolidated profit and loss and reconciliation of surplus
statements and a statement of cash flows for the period from the beginning
of such fiscal year to the end of such month together with a summary of the
accounts receivable data , in each case satisfactory to the Agent and the
Required Lenders, all certified by its chief financial officer.
(iii) Together with the financial statements required under Sections 6.1(i) and
(ii) within 30 days after the end of each month, a compliance certificate
in substantially the form of Exhibit B signed by its chief financial
officer showing the calculations necessary to determine compliance with
this Agreement and stating that no Default or Unmatured Default exists, or
if any Default or Unmatured Default exists, stating the nature and status
thereof.
(iv) As soon as available and in any event within 1 day after the Borrower knows
that it is entitled to any income tax refund, notice thereof and of the
amount and anticipated date of receipt of such income tax refund. The
Borrower also agrees to deposit any such refund into the Lock Box Account.
(v) Within 270 days after the close of each fiscal year, a statement of the
Unfunded Liabilities of each Single Employer Plan, certified as correct by
an actuary enrolled under ERISA.
(vi) As soon as possible and in any event within 10 days after the Borrower
knows that any Reportable Event has occurred with respect to any Plan, a
statement, signed by the chief financial officer of the Borrower,
describing said Reportable Event and the action which the Borrower proposes
to take with respect thereto.
(vii) As soon as possible and in any event within 10 days after receipt by the
Borrower, a copy of (a) any notice or claim to the effect that the Borrower
or any of its Subsidiaries is or may be liable to any Person as a result of
the release by the Borrower, any of its Subsidiaries, or any other Person
of any toxic or hazardous waste or substance into the environment, and (b)
any notice alleging any violation of any federal, state or local
environmental, health or safety law or regulation by the Borrower or any of
its Subsidiaries, which, in either case, could reasonably be expected to
have a Material Adverse Effect.
(viii) Promptly upon the furnishing thereof to the shareholders of the Borrower,
copies of all financial statements, reports and proxy statements so
furnished.
(ix) Promptly upon the filing thereof, copies of all registration statements and
annual, quarterly, monthly or other regular reports which the Borrower or
any of its Subsidiaries files with the Securities and Exchange Commission.
(x) As soon as available and in any event not later than 5:00 p.m. (Chicago
time) on the fourth Business Day of each week (i) consolidated cash flow
reports consistent with the Cash Budget and otherwise substantially in the
form and scope of the Cash Budget reflecting on a line-item basis cash
receipts and disbursements for the previous week ended as well as on a
cumulative basis from August 27, 2000 for the Borrower and its Subsidiaries
with an explanation of any significant variances, (ii) a Borrowing Base
Certificate, in each case prepared as of the last day of the immediately
preceding week and (iii) weekly sales results and TC headcount data.
(xi) Such other information (including non-financial information) as the Agent
or any Lender may from time to time reasonably request."
(f) Section 6.24.1, 6.24.2 and 6.24.3 shall each be eliminated and replaced
with "Intentionally Omitted".
(g) Section 6.24.4 of the Credit Agreement shall be amended in its entirety
and as so amended shall read as follows:
"6.24.4 CUMULATIVE CONSOLIDATED EBITDA. The Borrower will have
Consolidated EBITDA for the periods commencing August 1, 2000 and ending
each of the dates specified below in an amount not less than that specified
below for such period:
For the period Consolidated EBITDA
commencing 8/1/00 shall not be
and ending: less than:
----------------------------- --------------------
August 31, 2000 $150,000
September 30, 2000 $400,000
October 31, 2000 $750,000
November 30, 2000 $1,100,000"
(h) Section 6.16 of the Credit Agreement shall be amended in its entirety
and as so amended shall read as follows:
"6.16. CUMULATIVE CAPITAL EXPENDITURES. The Borrower will not, nor
will it permit any Subsidiary to, expend or commit to expend, on a
cumulative basis for Capital Expenditures in the aggregate amount for
Borrower and its Subsidiaries in excess of:
For the period Capital Expenditures
commencing 8/1/00 shall not exceed:
and ending: -----------------
-----------
August 31, 2000 $350,000
September 30, 2000 $450,000
October 31, 2000 $550,000
November 30, 2000 $600,000
December 31, 2000 $650,000"
(i) Section 6.10 of the Credit Agreement shall be amended in its entirety
to read as follows:
"6.10. DIVIDENDS. The Borrower will not, nor will it permit
any Subsidiary to, declare or pay any dividends or make any
distributions on its capital stock (other than dividends payable in its
own capital stock) or redeem, repurchase or otherwise acquire or retire
any of its capital stock at any time outstanding, except that any
Subsidiary may declare and pay dividends or make distributions to the
Borrower or to a Wholly-Owned Subsidiary."
(j) Clause (iii) of Section 6.11 shall be amended in its entirety and as so
amended shall read as follows:
"Indebtedness existing as of August 31, 2000 not exceeding
$2,318,000 in aggregate amount outstanding and other Indebtedness
incurred thereafter with the prior written consent of the Required
Lenders."
(k) Clause (iv) of Section 6.13 of the Credit Agreement shall be amended in
its entirety and as so amended shall read as follows:
"(iv) Leases, sales or other dispositions of its Property
that, together with all other Property of the Borrower and its
Subsidiaries previously leased, sold or disposed of (other than as
otherwise permitted under clauses (i) and (ii) of this Section 6.13)
from and after August 31, 2000, do not exceed $200,000."
(l) Clauses (iii), (iv) and (vi) of Section 6.14 of the Credit Agreement
shall be deleted.
(m) Section 6.20 of the Credit Agreement shall be amended in its entirety
and as so amended shall read as follows:
"6.20. SALE OF ACCOUNTS. The Borrower will not, nor will it
permit any Subsidiary to, sell or dispose of any notes receivable or
accounts receivable, with or without recourse, other than sales of
accounts when taken together with sales of Property permitted under
Section 6.13(iv) hereof do not exceed $200,000 for the period
commencing August 31, 2000 through the date of such sale and after
giving effect thereto and the net proceeds of which are deposited into
the Lock Box Account and applied as a payment on the Obligations."
(n) Clause (iii) of Section 6.22 of the Credit Agreement shall be amended
in its entirety and as so amended shall read as follows:
"(iii) Contingent Obligations in respect of leases otherwise
permitted under this Agreement and other Contingent Obligations
incurred thereafter with the prior written consent of the Required
Lenders."
(o) The third sentence of Section 12.3.1 of the Credit Agreement shall be
amended in its entirety and as so amended shall read as follows:
"The consent of the Agent shall be required prior to an
assignment becoming effective, it being understood and agreed that the
consent of the Borrower shall not be required."
(p) Article VI of the Credit Agreement shall be amended by adding the
following new sections in the appropriate numerical order:
6.30 AMENDMENT TO SECURITY AGREEMENT; FURTHER ASSURANCES. On
or before September 18, 2000, (a) the Borrower and Guarantors shall
have executed and delivered to the Agent, such amendments, instruments
and other documents (and pay the cost of filing or recording the same
in all places deemed reasonably appropriate by the Agent or any Lender)
and do such other acts and things all as the Agent or any Lender may
reasonably request to establish and maintain a valid, perfected
security interest in all assets (other than real property) of the
Borrower and Guarantors and (b) the Borrower shall have directed (in
writing) the Internal Revenue Service to remit all income tax refunds
to the Lock Box or to the Lock Box Account.
6.31 COLLECTIONS. (a) Borrower shall, and shall cause each
Guarantor to, direct all of its Account Debtors to make all payments on
the Accounts Receivable directly to a post office box (the "Lock Box")
designated by, and under the exclusive control of, Agent, at ANB.
Borrower shall, and shall cause each Guarantor to, establish an account
(the "Lock Box Account") in Agent's name with ANB, into which all
payments received in the Lock Box at all times from and after September
15, 2000 shall be deposited, and
into which Borrower and each Guarantor will at all times from and
after September 15,2000 deposit all payments received by Borrower or
such Guarantor on account of Accounts Receivable in the identical form
in which such payments were received, whether by cash or check or
electronic funds. If Borrower, any Guarantor, any Affiliate or
Subsidiary, any shareholder, officer, director, employee or agent of
Borrower, any Guarantor or any Affiliate or Subsidiary, or any other
Person acting for or in concert with Borrower or any Guarantor shall
receive any monies, checks, notes, drafts or other payments relating
to or as proceeds of Accounts Receivable or other Collateral, Borrower
and each such Person shall receive all such items in trust for, and as
the sole and exclusive property of, Agent and, immediately upon
receipt thereof, shall remit the same (or cause the same to be
remitted) in kind to the Lock Box Account. Borrower agrees that all
payments made to such Lock Box Account or otherwise received by Agent,
whether in respect of the Accounts Receivable or as proceeds of other
Collateral or otherwise, will be applied on account of the Obligations
in accordance with the terms of this Agreement. Borrower agrees to pay
all fees, costs and expenses in connection with opening and
maintaining the Lock Box Account and depositing for collection by ANB
any check or other item of payment received by Agent on account of the
Liabilities. All of such fees, costs and expenses shall constitute
Obligations hereunder, shall be payable to Agent by Borrower upon
demand, and, until paid, shall bear interest at the highest rate then
applicable to Loans hereunder. All checks, drafts, instruments and
other items of payment or proceeds of Collateral shall be endorsed by
Borrower or applicable Guarantor to Agent, and, if that endorsement of
any such item shall not be made for any reason, Agent is hereby
irrevocably authorized to endorse the same on Borrower's or such
Guarantor's behalf. For the purpose of this paragraph, Borrower
irrevocably hereby makes, constitutes and appoints Agent (and all
Persons designated by Agent for that purpose) as Borrower's true and
lawful attorney and agent-in-fact (i) to endorse Borrower's name upon
said items of payment and/or proceeds of Collateral and upon any
Chattel Paper, Document, Instrument, invoice or similar document or
agreement relating to any Account Receivable of Borrower; (ii) to take
control in any manner of any item of payment or proceeds thereof and
(iii) to have access to any lock box or postal box into which any of
Borrower's mail is deposited, and open and process all mail addressed
to Borrower and deposited therein.
(b) For purposes of calculating interest, Agent shall, (i)
within one (1) Business Days after receipt by Agent at its office in
Chicago, Illinois of checks and (ii) on the Business Day of receipt by
Agent at its office in Chicago, Illinois of cash or other immediately
available funds from collections of items of payment and proceeds of
any Collateral, apply the whole or any part of such collections or
proceeds against the Obligations as hereinafter provided, subject to
actual collection. For purposes of determining the amount of Loans
available for borrowing purposes, checks and cash or other immediately
available funds from collections of items of payment and proceeds of
any Collateral shall be applied in whole or in part against the
Obligations, as hereinafter provided, on the day of receipt, subject to
actual collection.
(c) All payments and collections received in respect of the
Obligations and all proceeds of the Collateral received, in each
instance, by the Agent or any of the Lenders shall be remitted to the
Agent and distributed as follows:
(i) first, to the payment of any outstanding costs and
expenses incurred by the Agent in monitoring, verifying,
protecting, preserving or enforcing the Liens on the Collateral,
and in protecting, preserving or enforcing rights under this
Agreement or any of the other Loan Documents, and in any event
including all costs and expenses of a character which the
Borrower has agreed to pay under Section 9.6 hereof (such funds
to be retained by the Agent for its own account unless it has
previously been reimbursed for such costs and expenses by the
Lenders, in which event such amounts shall be remitted to the
Lenders to reimburse them for payments theretofore made to the
Agent);
(ii) second, to the payment of any outstanding interest or
other fees or amounts due under this Agreement or any of the
other Loan Documents other than for principal, pro rata as among
the Agent and the Lenders in accord with the amount of such
interest and other fees or amounts owing each;
(iii) third, to the payment of the principal of the Loans,
pro rata as among the Lenders in accord with the then respective
unpaid principal balances of the Loans;
(iv) fourth, to the Agent and the Lenders pro rata in accord
with the amounts of any other indebtedness, obligations or
liabilities of the Borrower owing to them and secured by the
Collateral Documents unless and until all such indebtedness,
obligations and liabilities have been fully paid and satisfied;
and
(v) fifth, to the Agent, to be held as collateral security
for any undrawn letters of credit issued by the Agent or any
Lender until the Agent or such Lender is holding an amount of
cash equal to the then outstanding amount of all Letters of
Credit;
(vi) sixth, to the Borrower or to whomever the Agent
reasonably determines to be lawfully entitled thereto.
6.32 The Borrower agrees to continue to retain Xxxx Xxxxx (or
another reputable financial advisor) to enhance its capital structure
and cause such financial advisor to issue periodic (but no less
frequently than monthly) progress reports to the Lenders.
6.33 The Borrower agrees to continue to cooperate with, pay
the fees and expenses of, Xxxxxxxx & Xxxxx LLC.
(q) Section 8.2 of the Credit Agreement shall be amended in its entirety
and as so amended shall read as follows:
"8.2. AMENDMENTS. Subject to the provisions of this Article
VIII, the Required Lenders (or the Agent with the consent in writing of
the Required Lenders) and the Borrower may enter into agreements
supplemental hereto for the purpose of adding or modifying any
provisions to the Loan Documents or changing in any manner the rights
of the Lenders or the Borrower hereunder or waiving any Default
hereunder; PROVIDED, HOWEVER, that no such supplemental agreement
shall, without the consent of all of the Lenders:
(i) Extend the final maturity of any Loan or forgive all or any portion of
the principal amount thereof, or reduce the rate or extend the time of payment
of interest or fees thereon.
(ii) Reduce the percentage specified in the definition of Required Lenders
or amend the definition of Permitted Overadvance or Borrowing Base.
(iii) Extend the Facility Termination Date, or reduce the amount or extend
the payment date for, the mandatory payments required under Section 2.2, or
increase the amount of the Commitment of any Lender hereunder, or permit the
Borrower to assign its rights under this Agreement. (iv) Amend this Section 8.2.
(v) Release any Guarantor from its Guaranty or, except as provided in the
Collateral Documents, release all or substantially all of the Collateral.
No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent. No amendment of any
provision of this Agreement relating to the Swing Line Lender or any Swing Line
Loans shall be effective without the written consent of the Swing Line Lender.
The Agent may waive payment of the fee required under Section 12.3.2 without
obtaining the consent of any other party to this Agreement."
(r) Any reference in the Credit Agreement or any other Loan Document to
"ARC Services, Inc." shall be corrected to "ARC Service, Inc." and any reference
in the Credit Agreement or any other Loan Document to "ARC Midholdings, Inc."
shall be corrected to "ARC Midholding, Inc."
(s) Exhibits B and F to the Credit Agreement shall be amended in their
entirety and as so amended shall read as set forth on Exhibits B and F hereto.
2. WAIVERS AND RELEASE OF CLAIMS.
Upon satisfaction of the conditions set forth in Section 4 hereof, the
Lenders waive
compliance by the Borrower as of March 31, 2000 and June 30, 2000 with the
provisions of Section 6.24 of the Credit Agreement and also waive any other
provisions of the Credit Agreement which may have been violated as a result of
overdrafts existing in the Borrower's account with Agent through the date hereof
and as a result of the failure to have received a Compliance Certificate from
the Borrower with the June 30, 2000 financial statements.
In further consideration for the agreement of the Agent and the Lenders to
this Sixth Amendment, Borrower and each Guarantor hereby release and forever
discharge Agent, each Lender, each of their parent corporations, affiliated
corporations, subsidiary corporations, predecessor corporations and successor
corporations, and the past and present officers, directors, agents, assigns,
subrogees, servants, employees, financial advisors and attorneys of each of them
from any and all claims, actions, causes of actions, choses in action and suits
of every kinds and nature whatsoever, whether at law or in equity, under any
facts or legal theory that Borrower or any Guarantor ever had, now has, or
hereafter can, shall or may have, in any way related to arising from out of or
based upon this Agreement, any amendment thereto, or any Loan Document, except
for any such claims arising out of Agent's or any Lender's future willful breach
of this Agreement.
3. REPRESENTATIONS.
In order to induce the Lenders to execute and deliver this Amendment, the
Borrower hereby represents to the Lenders that as of the date hereof, the
representations and warranties set forth in Article 5 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 5.4 shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Lenders) and the Borrower is in
compliance with all of the terms and conditions of the Credit Agreement after
giving effect to the amendments and waivers contemplated hereby and no Unmatured
Default or Default has occurred and is continuing under the Credit Agreement or
shall result after giving effect to this Amendment.
4. CONDITIONS PRECEDENT. This effectiveness of this Amendment shall be
subject to the satisfaction of all of the following conditions:
(a) CERTAIN DOCUMENTS. Agent shall have received this Amendment duly
executed by the Borrower and the Lenders.
(b) OPINION OF COUNSEL. Agent shall have received opinion of counsel to the
Borrower with respect to this Amendment, addressed to the Agent and the Lenders
which opinion shall be satisfactory to Agent and the Lenders.
(c) NO DEFAULT. After giving effect to this Amendment and the waivers
contained herein, no Unmatured Default or Default shall have occurred and be
continuing or will result from the execution and delivery of, or the performance
by Borrower of any of its obligations under this Amendment.
(d) GUARANTOR CONSENT. The Guarantors shall have consented hereto in the
space provided for such purpose below.
5. MISCELLANEOUS.
(a) This Amendment shall become effective upon the execution and delivery
hereof to the Agent by the Borrower and the Lenders and the satisfaction of the
conditions precedent set forth in Section 4 hereof.
(b) Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in any note, document,
letter, certificate, the Credit Agreement itself, the Notes, any other Loan
Document or any communication issued or made pursuant to or with respect to the
Credit Agreement, any reference in any of such to the Credit Agreement being
sufficient to refer to the Credit Agreement as amended hereby.
(c) The Borrower agrees to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation, execution
and delivery of this Amendment, including the reasonable fees and expenses of
counsel for the Agent.
(d) This Amendment may be executed in any number of counterparts, and by
the different parties on different counterparts, all of which taken together
shall constitute one and the same agreement. Any of the parties hereto may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.
[remainder of this page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, this Amendment has been duly executed by each of the
undersigned as of the day and year first set forth above.
ALTERNATIVE RESOURCES CORPORATION
By:________________________________
Name:______________________________
Its:_______________________________
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, as Agent and
individually as a Lender
By:________________________________
Name:______________________________
Its:_______________________________
MELLON BANK, N.A.
By:________________________________
Name:______________________________
Its:_______________________________
XXXXXX TRUST AND SAVINGS BANK
By:________________________________
Name:______________________________
Its:_______________________________
FLEET NATIONAL BANK
By:________________________________
Name:______________________________
Its:_______________________________
NATIONAL CITY BANK
By:________________________________
Name:______________________________
Its:_______________________________
GUARANTORS' CONSENT
The undersigned have each heretofore executed and delivered to the Agent
and Lenders a Guaranty and each hereby consent to the Sixth Amendment set forth
above and confirm that its Guaranty and all of the undersigned's obligations
thereunder remain in full force and effect in accordance with its terms. ARC
Service, Inc. and ARC Midholding, Inc., each further acknowledges and agrees
that any reference to its name in its Guaranty or any other Loan Document as
"ARC Services, Inc." or "ARC Midholdings, Inc.", as appropriate, is the result
of a scrivener's error and that all such references shall be corrected to "ARC
Service, Inc." and "ARC Midholding, Inc." respectively. ARC Solutions, Inc. and
ARC Midholding, Inc. also acknowledge and agree that any references in any Loan
Document to their prior names of CGI Systems, Inc. and CGI Corp., respectively,
shall be amended to their new names.
ARC SOLUTIONS, INC. ARC SERVICE, INC.
(formerly known as CGI Systems, Inc.)
By:____________________________ By:___________________________
Title:___________________________ Title:________________________
WRITERS, INC. ARC MIDHOLDING, INC.
(formerly known as CGI Corp.)
By:___________________________ By:___________________________
Title:__________________________ Title:_________________________
EXHIBIT B
COMPLIANCE CERTIFICATE
To: The Lenders parties to the
Credit Agreement Described Below
This Compliance Certificate is furnished pursuant to that certain Credit
Agreement dated as of November 7, 1997 (as amended, modified, renewed or
extended from time to time, the "Agreement") among the Alternative Resources
Corporation, a Delaware corporation (the "Borrower"), the lenders party thereto
and American National Bank and Trust Company of Chicago, as Agent for the
Lenders. Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected ___________of the Borrower;
2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrower and its Subsidiaries during the accounting period
covered by the attached financial statements;
3. The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or event which constitutes a
Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and
4. Schedule I attached hereto sets forth financial data and computations
evidencing the Borrower's compliance with certain covenants of the Agreement,
all of which data and computations are true, complete and correct.
Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
The foregoing certifications, together with the computations set forth in
Schedule I and Schedule II hereto and the financial statements delivered with
this Certificate in support hereof, are made and delivered this __day of
_______, ___.
SCHEDULE I TO COMPLIANCE CERTIFICATE
Compliance as of _________, ____ with
Provisions of Sections 6.11, 6.14, 6.16, 6.17,
6.20, 6.23 and 6.24 of the Agreement
A. INDEBTEDNESS (SECTION 6.11)
1. Amount of Indebtedness outstanding
described in 6.11(iii) $_________
2. Line 1 amount must not exceed $_________
(calculated at 8/31/00 Indebtedness
of $_______ plus additional Indebtedness
approved by Required Lenders)
3. Borrower in compliance (circle) yes/no
B. INVESTMENTS AND ACQUISITIONS (SECTION 6.14)
1. Other fixed income investments described
in Section 6.14(iii) $_______
2. Line amount must not exceed $0
3. Investments in debt and equity securities
described in Section 6.14(iv) $_______
4. Line 3 amount must not exceed $ 0
5. Investments in joint ventures $_______
6. Line 5 amount must not exceed $0
7. Total Acquisitions after _______ $_______
8. Line 7 amount must not exceed $0
9. Borrower in compliance (circle) yes/no
C. CAPITAL EXPENDITURES (SECTION 6.16)
1. Capital Expenditures 8/1/00 to date $_____
2. Line 1 amount must not exceed
(See Section 6.16) $_____
3. Borrower in compliance (circle) yes/no
D. RENTALS (SECTION 6.17)
1. Operating lease obligations (Rentals) $_______
2. Line 1 amount must not exceed $________
3. Borrower in compliance (circle) yes/no
E. SALE OF ASSETS AND ACCOUNTS (SECTIONS 6.13(iv) AND 6.20)
1. Sales of accounts, up to date $________
2. Sales of assets _______ to date $________
3. Sum of Line 1 and Line 2 $________
4. Line 3 amount must not exceed $200,000
5. Borrower in compliance (circle) yes/no
F. FINANCIAL CONTRACTS (SECTION 6.23)
1. Net Xxxx to Market Exposures for
Rate Hedging Obligations $_______
2. Line 1 amount must not exceed $5,000,000
3. Any other Financial Contracts? yes/no
4. Borrower in compliance (circle) yes/no
G. CUMULATIVE CONSOLIDATED EBITDA (SECTION 6.24.4)
(As computed for period 8/1/00 to date)
1. Consolidated Net Income $_______
2. Consolidated Interest Expense $_______
3. Federal, state and local taxes $_______
4. Extraordinary losses $_______
5. Sums of Lines 1 through 4 $_______
6. Extraordinary gains $_______
7. Line 5 minus Line 6 (Consolidated EBIT) $_______
8. Depreciation $_______
9. Amortization $_______
10. Sum of Lines 7, 8 and 9 (Consolidated EBITDA) $_______
11. Line 10 amount must not be less than $_________
12. Borrower in compliance (circle) yes/no
EXHIBIT F
FORM OF BORROWING BASE CERTIFICATE
To: American National Bank and Trust
Company of Chicago, as Agent
One Bank Xxx Xxxxx - 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: A. Xxxxx Xxxxxxxxxx
Ladies and Gentlemen:
Please refer to the Credit Agreement dated as of November 7, 1997 (as
amended or otherwise modified from time to time, the "CREDIT AGREEMENT") among
Alternative Resources Corporation, a Delaware corporation (the "BORROWER"),
various financial institutions and American National Bank and Trust Company of
Chicago, as Agent. This certificate (this "CERTIFICATE"), together with
supporting calculations attached hereto, is delivered to you pursuant to the
terms of the Credit Agreement. Capitalized terms used but not otherwise defined
herein shall have the same meanings herein as in the Credit Agreement.
The Borrower hereby certifies and warrants to the Agent and the Banks that
at the close of business on ______________, 200__ (the "CALCULATION DATE"), the
Borrowing Base was $_____________, computed as set forth on the schedule
attached hereto.
IN WITNESS WHEREOF, the Borrower has caused this Certificate to be executed
and delivered by its officer thereunto duly authorized on ___________, 200__.
ALTERNATIVE RESOURCES CORPORATION,
a Delaware corporation
By:_____________________________________
Title:__________________________________
SCHEDULE TO BORROWING BASE CERTIFICATE
Calculations as of ________________, 200___
1. Gross Accounts Receivable (per attached aged receivables report) $_________
2. Less: Subcontracted Receivables $_________
3. Total Non Subcontracted Receivables (Line 1 less Line 2) $_________
4. Less Ineligibles (per definition of Eligible Account Receivable):
a. Agent's Lien Not Perfected $_________
b. Subject to other Lien $_________
c. Subject to Offset $_________
d. Account Debtor not in U.S. or Canada $_________
e. Sale on Approval, Sale etc. $_________
f. Over 60-90 days $_________
g. Affiliate Receivables $_________
h. Cross age (not included in Line 4f) $_________
i. Other $_________
5. Total Ineligibles $_________
6. Eligible Non Subcontracted Accounts
Receivables (Line 3 minus Line 5) $_________
7. Ineligible Subcontracted Accounts Receivables
a. Over 60-90 days $_________
b. Otherwise Ineligible (per definition
of Eligible Account Receivable) $_________
8. Total Ineligible Subcontracted Account $_________
Receivables $_________
9. Eligible Subcontracted Account Receivables
(Line 2 minus Line 8) $_________
10. Total Eligible Receivables (Line 6 plus Line 9) $_________
11. 80% of Line 10 $_________
12. Permitted Overadvance $_________
13. Borrowing Base (Line 11 Plus Line 12) $_________
Lesser of Line 13 or Total Commitments $_________
15. Loans Outstanding $_________
16. Net Availability (Excess of Line 14 over Line 15) $_________
17. Required Prepayment (Excess of Line 15 over Line 14) $_________
