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EXHIBIT 10.31
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This First Amendment to Revolving Credit Agreement ("First Amendment")
is made as of July 27, 1998 by and among Provant, Inc. ("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") and Fleet National Bank, as agent for itself and BankBoston (the
"Agent").
RECITALS
WHEREAS, the Borrower, Fleet and the Agent have previously entered into
that certain Revolving Credit Agreement, dated as of April 8, 1998 (the "Credit
Agreement"), pursuant to which Fleet has made available to the Borrower a
revolving credit loan facility having a maximum available borrowing amount of
$40,000,000 (the "Original Commitment"); and
WHEREAS, Fleet has this day assigned a portion of the Original
Commitment held by it to BankBoston pursuant to an Assignment and Acceptance (as
defined in the Credit Agreement), and the Borrower has issued replacement Notes
to both Fleet and BankBoston to reflect the aforesaid Assignment and Acceptance;
and
WHEREAS, the parties hereto now desire to modify and amend the Credit
Agreement in certain respects, 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 the Credit Agreement as follows:
Section 1. DEFINITIONS. All capitalized terms used herein without
definition shall have their 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 Section 7.4(a), the term "150 days" is hereby changed to
"90 days";
(b) in Section 7.4(b), the term "60 days" is hereby changed to "45
days";
(c) in Section 8.5.1, clause (viii) shall be amended and restated
in its entirety so as to read as follows:
"(viii) The cash consideration for the Permitted
Acquisition does not exceed $15,000,000 and
the total consideration for such Permitted
Acquisition does not exceed $20,000,000 (in
each case exclusive
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of any additional cash consideration which
may be payable in the future based upon
earnings performance for periods subsequent
to the Permitted Acquisition);"
(d) in Section 8.5.1, subsection (z) of clause (ix) shall be
amended and restated in its entirety so as to read as follows:
"(z) Audited financial statements for the most
recently completed fiscal year of the Person
being acquired (or whose assets are being
substantially acquired), PROVIDED, HOWEVER,
that if the fiscal year of such Person has
concluded less than thirty (30) days prior
to the closing of the Permitted Acquisition,
then the Borrower shall be obligated to
provide such audited financial statements
for the most recently completed fiscal year
of such Person within thirty (30) days
following the closing of the Permitted
Acquisition."
(e) in Section 9.5, the phrase "to exceed 3.00:1.00" shall be
deleted and in substitution thereof the phrase "to be less
than 3.00:1.00" shall be inserted.
(f) in Section 19(b), the name of the officer of the Agent to
whose attention all notices should be addressed is hereby
changed from Xxxx Xxxxxx, Vice President to Xxxxx Xxxxx, Vice
President; and
(g) in Section 25, the second sentence shall be amended and
restated in its entirety so as to read as follows:
"Notwithstanding the foregoing, the rate of interest
on the Revolving Credit Notes (other than interest
accruing pursuant to ss.4.9 following the effective
date of any waiver by the Majority Banks of the
Default or Event of Default relating thereto), the
term of the Revolving Credit Notes, the amount of the
Commitments of the Banks and the amount of the
commitment fee and the letter of credit fee hereunder
may not be changed without the written consent of the
Borrower and the written consent of each Bank
affected thereby; neither the Borrower nor any
Subsidiary may be released from any of their
respective obligations under the Stock Pledge
Agreement or the Guaranty without the written consent
of all of the Banks; the definition of Majority Banks
may not be amended without the written consent of all
the Banks; and ss.14 may not be amended without the
written consent of the Agent."
SECTION 3. The Credit Agreement, as modified or amended by this First
Amendment, shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed.
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SECTION 4. MISCELLANEOUS. This First 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 First Amendment, it shall not
be necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought. This First 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).
IN WITNESS WHEREOF, the parties hereto have caused this First 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: Senior Vice President
BANKBOSTON, N.A.
By: /s/ Xxxxxxx Xxxxxxxx
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Title: Director
FLEET NATIONAL BANK
By: /s/ Xxxxx Xxxxx
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Title: Vice President
FLEET NATIONAL BANK, as AGENT
By: /s/ Xxxxx Xxxxx
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Title: Vice President
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