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EXHIBIT 10.6
SIXTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
SIXTH AMENDMENT (this "Amendment"), dated as of May ___, 1997, among
Staff Acquisition, Inc. (the "General Partner"), Staff Capital, L.P, (the
"Borrower"), the lending institutions party to the Amended and Restated Credit
Agreement refered to below (the "Banks") and Banque Paribas, as Agent (in such
capacity, the "Agent"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Amended
and Restated Credit Agreement referred to below.
WITNESSETH:
WHEREAS, the General Partner, the Borrower, the Banks and the Agent are
parties to an Amended and Restated Credit Agreement, dated as of November 5,
1993 and amended and restated as of December 8, 1994 (as amended as of the date
hereof, the "Amended and Restated Credit Agreement");
WHEREAS, the parties hereto wish to amend the Amended and Restated
Credit Agreement as herein provided:
NOW, THEREFORE it is agreed;
1. Section 2.01(c) of the Amended and Restated Credit Agreement is
hereby amended by deleting the reference to "5,000,000" contained therein and
inserting "$10,000,000" in lieu thereof.
2. Section 9.03 of the Amended and Restated Credit Agreement is hereby
amended by deleting such Section in its entirely and inserting in lieu thereof,
the following new Section 9.03:
"9.03 Distributions. The Borrower shall not nor shall the General
Partner permit any of its Subsidiaries to, declare or pay any
Distributions with respect to the Borrower or any of its Subsidiaries,
except that: (i) any Subsidiary of the Borrower may make Distributions
to the Borrower or any Wholly-Owned Subsidiary of the Borrower; (ii) so
long as there shall exist no Default or Event of Default under Section
10.01 (and after giving effect to such Distributions there
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will exist no Default or Event of Default under Section 10.01), the
Borrower may make cash Distributions to the Partners at times and in
amounts necessary for the Borrower to make tax distributions pursuant to
Section 4.4(b) of the Partnership Agreement of the Borrower; (iii) the
Borrower may consummate the Refinancing Transaction on the Restatement
Effective Date; (iv) the Borrower may consummate the Phase One
Recapitalization Transaction on the Second Amendment Effective Date and
the Phase Two Recapitalization Transaction on or before August 31, 1996;
provided that any equity interests issued pursuant to the Phase Two
Recapitalization Transaction which are subject or entitled to mandatory
redemption provisions contained in the Partnership Agreement shall not
be redeemed without the prior written consent of the Required Banks; (v)
the Borrower may repurchase up to $900,000 principal amount of the Class
A-3 Preferred Limited Partnership Interests (to the extent not
repurchased in the Phase Two Recapitalization Transaction) at various
times on or prior to December 15, 1996 in accordance with Section
3A.2(c)(iii) of the Partnership Agreement of the Borrower, amended and
restated as of April 26, 1996; and (vi) the Borrower may redeem Class B
Preferred Limited Partnership Interests with a face amount of $3,386,250
on May 31, 1997 for an aggregate redemption price of not more than
$3,535,075 (the "May 1997 Redemption").
3. Section 9.06 of the Amended and Restated Credit Agreement is hereby
amended by adding the following clause at the end thereof;
"; and (vii) the Borrower may give effect to the May 1997 Redemption""
4. Section 9.07 of the Amended and Restated Credit Agreement is hereby
amended by (i) deleting the word "and" at the end of clause (iv) and inserting
"," in lieu thereof and (ii) inserting the following clause at the end thereof:
"; and (vi) the Borrower may give effect to the May 1997 Redemption "."
5. Section 11.01 of the Amended and Restated Credit Agreement is
hereby amended by inserting the following new definition in appropriate
alphabetical order:
"May 1997 Redemption" shall have the meaning provided in Section 9.03
hereof.
6. Representations. To induce the Agent and the Banks to enter into
this Amendment, each of the General Partner and the Borrower hereby represents
and warrants that (x) no Default or Event of Default exists on the Sixth
Amendment Effective Date after giving effect to this Amendment, (y) all of the
representations and warranties contained in the Credit Documents shall be true
and correct in all material respects on the Sixth Amendment Effective Date both
before and after giving effect to this Amendment with the same effect as though
such representations and warranties had been made on and as of the Sixth
Amendment Effective Date
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(it being understood that any representation or warranty made as of a specific
date shall be true and correct in all material respects as of such specific
date) and (z) the transactions contemplated by this Amendment do not require
the consent of any Person other than the Required Banks, including, without
limitation, any warrantholders or partners of the Borrower.
7. Amendment Effectiveness. This Amendment shall become effective on
the date (the "Sixth Amendment Effective Date") when (i) each of the General
Partner, the Borrower and the Required Banks shall have signed a copy hereof
(whether the same or different copies) and shall have delivered (including by
way of telecopier) the same to the Agent at its Notice Office and (ii) the
Borrower shall have paid to the Agent all fees and compensation as have been
agreed to in writing by the Borrower and the Agent and all unpaid costs and
expenses (including legal fees and expenses) of the Agent.
8. Miscellaneous. (a) This Amendment is limited as specified and
shall not constitute a modification, acceptance or waiver of any other
provision to the Amended and Restated Credit Agreement or any other Credit
Document.
(b) This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
(c) This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the law of the
State of New York.
(d) All references in the Amended and Restated Credit Agreement and
each of the other Credit Documents to the Amended and Restated Credit Agreement
shall be deemed to be references to the Amended and Restated Credit Agreement
after giving effect to this Amendment.
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IN WITNESS WHEREOF, each of the parties hereto has caused their
duly authorized officers to execute and deliver a counterpart of this Amendment
as of the date first above written.
STAFF CAPITAL, L.P.
BY ITS SOLE GENERAL PARTNER,
STAFF ACQUISITION, INC.
By
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Title:
STAFF ACQUISITION, INC.
By
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Title:
BANQUE PARIBAS.
Individually, as Collateral Agent and as
agent
By
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Title:
By
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Title:
NATIONSBANK OF FLORIDA, N.A.
By
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Title:
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PILGRIM AMERICA PRIME RATE
TRUST
By
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Title:
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