Exhibit 10.27
EXECUTION COPY
FIRST AMENDMENT TO
CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of March 7, 2003 (the
"Amendment") is by and among RIGHT MANAGEMENT CONSULTANTS, INC., a Pennsylvania
corporation (the "Borrower"), the Subsidiaries from time to time party thereto
as guarantors (the "Subsidiary Guarantors"), the several banks and other
financial institutions identified on the signature pages hereto as lenders (the
"Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for
the Lenders (formerly First Union National Bank, the "Administrative Agent").
W I T N E S S E T H
WHEREAS, a $180,000,000 credit facility has been extended to the Borrower
pursuant to the terms of that certain Credit Agreement dated as of March 22,
2002 (as amended, modified or otherwise supplemented from time to time, the
"Existing Credit Agreement") among the Borrower, the Subsidiary Guarantors, the
Lenders identified therein and the Administrative Agent;
WHEREAS, the Borrower has requested that the Credit Agreement be amended
as described herein and the Lenders are willing to make such amendments;
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
PART 1
DEFINITIONS
SUBPART 1.1 Certain Definitions. The following terms used in this
Amendment, including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit Agreement, as amended
hereby and as further amended, supplemented or otherwise modified from time to
time.
"Amendment No. 1 Effective Date" is defined in Subpart 3.1.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings provided in the Amended Credit Agreement.
PART 2
AMENDMENTS
SUBPART 2.1 Amendment to Section 1.1. Section 1.1 of the Existing Credit
Agreement is hereby amended by deleting clause (ix) of the definition of
Permitted Investments in its entirety and replacing it with the following:
(ix) acquisitions of outstanding minority interests in Way Station,
Coaching, Xxxx Xxxxxxxxxx or Glenoit in exchange for Capital Stock of the
Borrower or for cash in an aggregate amount not to exceed $12,500,000; and
PART 3
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 Amendment No. 1 Effective Date. This Amendment shall be and
become effective as of thedate hereof (the "Amendment No. 1 Effective Date")
when all of the conditions set forth in this Part 3 shall have been satisfied,
and thereafter this Amendment shall be known, and may be referred to, as
"Amendment No. 1".
SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative
Agent shall have received counterparts (or other evidence of execution,
including telephonic message, satisfactory to the Administrative Agent) of this
Amendment, which collectively shall have been duly executed on behalf of each of
the Borrower, the Subsidiary Guarantors, the Required Lenders and the
Administrative Agent.
SUBPART 3.3 Replacement Schedules. The Administrative Agent shall have
received a replacement Schedule 3.12 to the Credit Agreement and a replacement
Schedule 2(a) to the Pledge Agreement, as necessary.
SUBPART 3.4 Other Items. The Administrative Agent shall have received such
other documents, agreements or information which may be reasonably requested by
the Administrative Agent.
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PART 4
MISCELLANEOUS
SUBPART 4.1 Representations and Warranties. The Borrower hereby represents
and warrants that (i) the representations and warranties contained in Article
III of the Credit Agreement are true and correct on and as of the date hereof as
though made on and as of such date (except for those representations and
warranties which by their terms relate solely to an earlier date) both before
and after giving effect to the amendments contained herein, (ii) no Default or
Event of Default exists under the Credit Agreement on and as of the date hereof
either before or after giving effect to the amendments contained herein, (iii)
it has the corporate power and authority to execute and deliver this Amendment
and to perform its obligations hereunder and has taken all necessary corporate
action to authorize the execution, delivery and performance by it of this
Amendment and (iv) it has duly executed and delivered this Amendment, and this
Amendment constitutes its legal, valid and binding obligation enforceable in
accordance with its terms except as the enforceability thereof may be limited by
bankruptcy, insolvency or other similar laws affecting the rights of creditors
generally or by general principles of equity.
SUBPART 4.2 Cross-References. References in this Amendment to any Part or
Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 4.3 Instrument Pursuant to Existing Credit Agreement. This
Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with the terms and provisions of the
Existing Credit Agreement (as amended hereby).
SUBPART 4.4 References in Other Credit Documents. At such time as this
Amendment No. 1 shall become effective pursuant to the terms of Subpart 3.1, all
references in the Credit Documents to the "Credit Agreement" shall be deemed to
refer to the Credit Agreement as amended by this Amendment No. 1.
SUBPART 4.5 Counterparts/Telecopy. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement. Delivery of executed counterparts of the Amendment by telecopy shall
be effective as an original and shall constitute a representation that an
original shall be delivered.
SUBPART 4.6 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH
CAROLINA, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF.
SUBPART 4.7 Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
SUBPART 4.8 Acknowledgment of Subsidiary Guarantors. The Subsidiary
Guarantors acknowledge and consent to all of the terms and conditions of this
Amendment and agree that this
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Amendment and all documents executed in connection herewith do not operate to
reduce or discharge the Subsidiary Guarantors' obligations under the Guaranty or
any other Credit Document.
SUBPART 4.9 Continuing Agreements. Except as specifically modified hereby,
all of the terms and provisions of the Credit Agreement and the other Credit
Documents (and Exhibits and Schedules thereto) shall remain in full force and
effect, without modification or limitation, and this Amendment shall not affect,
modify or diminish the obligations of the Credit Parties which have accrued
prior to the effectiveness of the provisions hereof. This Amendment shall not
operate as a consent to any other action or inaction by any Credit Party, or as
a waiver or amendment of any right, power, or remedy of any Lender or the
Administrative Agent under the Credit Documents nor constitute a consent to any
such action or inaction, or a waiver or amendment of any provision contained in
any Credit Document except as specifically provided herein.
SUBPART 4.10 Payment of Fees and Expenses. The Borrower agrees to pay all
reasonable costs and expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
BORROWER: RIGHT MANAGEMENT CONSULTANTS, INC., a
Pennsylvania corporation,
--------
By: /S/ G. XXX XXXX
----------------------------
Name: G. Xxx Xxxx
--------------------------
Title: EVP Corp Development
-------------------------
SUBSIDIARY GUARANTORS: RIGHT LICENSE HOLDING, INC.
By: /S/ G. XXX XXXX
----------------------------
Name: G. Xxx Xxxx
--------------------------
Title: EVP Corp Development
-------------------------
RMC OF ILLINOIS, INC.
By: /S/ G. XXX XXXX
----------------------------
Name: G. Xxx Xxxx
--------------------------
Title: EVP Corp Development
-------------------------
RIGHT ASSOCIATES GOVERNMENT SERVICES, INC.
By: /S/ G. XXX XXXX
----------------------------
Name: G. Xxx Xxxx
--------------------------
Title: EVP Corp Development
-------------------------
ADMINISTRATIVE AGENT
--------------------
AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By: /S/ XXXXXXX XXXXXXX
-------------------------
Name: Xxxxxxx Xxxxxxx
-------------------------
Title: Vice President
-------------------------
FLEET NATIONAL BANK,
as Syndication Agent and a Lender
By: /S/ XXXXXX XXXXXXXXXX
-----------------------
Name: Xxxxxx Xxxxxxxxxx
-----------------------
Title: S. V. P.
-----------------------
SUNTRUST BANK,
as Syndication Agent and a Lender
By: /S/ XXXXXX X. XXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxx
----------------------
Title: Director
----------------------
UBS WARBURG LLC,
as Syndication Agent
By: /S/ XXXXXX X. XXXX III
-----------------------------------
Name: Xxxxxx X. Xxxx III
-----------------------------------
Title: Executive Director
-----------------------------------
By: /S/ XXXX XXXXX
-----------------------------------
Name: Xxxx Xxxxx
-----------------------------------
Title: Executive Director, FI Banking Products
----------------------------------------
UBS AG, STAMFORD BRANCH,
as a Lender
By: /S/ XXXXXX XXXXXXXX
-----------------------------------
Name: Xxxxxx Xxxxxxxx
-----------------------------------
Title: Loan Portfolio, Risk Management
-----------------------------------
By: /S/ XXXXXXX X. SAINT
-----------------------------------
Name: Xxxxxxx X. Saint
-----------------------------------
Title: Associate Director, Banking Products Services US
------------------------------------------------
BANK OF AMERICA, N.A., as Documentation Agent
and a Lender
By: /S/ B. XXXXXXX XXXXXX, XX.
---------------------------
Name: B. Xxxxxxx Xxxxxx, Xx.
---------------------------
Title: Vice President
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XXXXX BROTHERS XXXXXXXX & CO.,
as a Lender
By: /S/ XXXXXX X. XXXXXXX, XX.
---------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
---------------------------
Title: SVP
---------------------------
CITIZENS BANK, as a Lender
By: /S/ XXXXXXX X. XXXXXX
--------------------------
Name: Xxxxxxx X. Xxxxxx
--------------------------
Title: SVP
--------------------------
XX XXXXXX CHASE BANK, as a Lender
By:
--------------------------
Name:
--------------------------
Title:
--------------------------
NATIONAL CITY BANK, as a Lender
By:
--------------------------
Name:
--------------------------
Title:
--------------------------
SOVEREIGN BANK, as a Lender
By: /S/ XXXX XXXXXX
--------------------------
Name: Xxxx Xxxxxx
--------------------------
Title: AVP
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PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /S/ XXXX X. XXXXXX, III
--------------------------
Name: Xxxx X. Xxxxxx, III
--------------------------
Title: Vice President
--------------------------
