EXHIBIT 10.32
AMENDMENT NO. 4
TO
AMENDED AND RESTATED ACCOUNTS RECEIVABLE MANAGEMENT
AND SECURITY AGREEMENT
THIS AMENDMENT NO. 4 ("Amendment") is entered into as of August 26, 1997,
by and among TMP Worldwide Inc., f/k/a Telephone Marketing Programs
Incorporated, a Delaware corporation ("Borrower"), BNY Financial Corporation, as
Agent and as Lender (as each term is hereinafter defined) and other Lenders
listed on the signature page hereof.
BACKGROUND
Pursuant to an Amended and Restated Accounts Receivable Management and
Security Agreement dated as of June 27, 1996 (as the same has been or will be
further amended, supplemented or otherwise modified from time to time, the "Loan
Agreement") by and among Borrower, BNY Financial Corporation ("BNY"), each of
the other financial institutions named therein, which are now or which hereafter
become parties thereto (BNY and such other financial institutions, collectively,
"Lenders") and BNY as agent for Lenders (BNY in such capacity, "Agent"), Agent
and Lenders agreed to provide Borrower with certain financial accommodations.
Borrower has advised Agent and Lenders that it proposes to purchase,
through its wholly-owned subsidiary, TMP Worldwide Holdings Limited, at least
80% of the outstanding share capital of Xxxxxx Xxxxxx Limited and has requested
that Agent and Lenders consent to such acquisition and amend certain provisions
of the Loan Agreement to provide for a bridge loan by BNY to Borrower in the
amount of $56,304,431.45 in connection with such acquisition and BNY, Agent and
the other Lenders are willing to do so on the terms and conditions hereafter set
forth herein.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to or for the account of Borrower by Agent and
Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. DEFINITIONS. All capitalized terms not otherwise defined herein shall
have the meanings given to them in the Loan Agreement.
2. CONSENT TO XXXXXX XXXXXX ACQUISITION. Subject to the satisfaction of
the conditions precedent set forth in Section 5 below, Agent and Lenders hereby
consent to the acquisition by TMP UK of the outstanding share capital of Xxxxxx
Xxxxxx in
accordance with the terms of the Xxxxxx Xxxxxx Acquisition Documentation.
3. AMENDMENT TO LOAN AGREEMENT. Subject to satisfaction of the
conditions precedent set forth in Section 5 below, the Loan Agreement is hereby
amended as follows:
(a) Section 1(A) of the Loan Agreement is hereby amended as follows:
(i) The following defined terms are hereby inserted in their
appropriate alphabetical order:
"AMENDMENT NO. 4" shall mean Amendment No. 4 to Amended and Restated
Receivables Management and Security Agreement dated the Amendment No. 4
Effective Date.
"AMENDMENT NO. 4 EFFECTIVE DATE" shall mean the date upon which all of
the conditions precedent set forth in Section 5 of Amendment No. 4 are
satisfied.
"XXXXXX XXXXXX" shall mean Xxxxxx Xxxxxx Limited, a company
incorporated in England and Wales with the number 185725.
"XXXXXX XXXXXX ACQUISITION" shall mean the acquisition by TMP UK of
the outstanding share capital of Xxxxxx Xxxxxx pursuant to the Xxxxxx
Xxxxxx Acquisition Documentation.
"XXXXXX XXXXXX ACQUISITION DOCUMENTATION" shall mean the agreement
dated July 18, 1997 between AK Warranty and Indemnity Limited (a Company
incorporated in England and Wales) and Borrower, all exhibits and schedules
thereto and all other documents, agreements and instruments executed in
connection therewith.
"BNY UK" shall mean BNY Financial Limited.
"DOLLAR EQUIVALENT" shall mean, on any date of determination thereof,
the amount of Dollars which could be purchased with the amount of Sterling
at the spot rate at which Dollars may be exchanged into Sterling as shall
be determined by Agent.
"OVERADVANCE BRIDGE LOAN" shall have the meaning set forth in Section
2(d).
"OVERADVANCE BRIDGE LOAN SECURITY DOCUMENTS" shall have the meaning
set forth in Section 2(d).
"STERLING" and the sign " " shall mean the lawful currency of the
United Kingdom.
"TMP UK" shall mean TMP Worldwide Holdings Limited, a company
incorporated in England and Wales
with the number 3131238 and a wholly-owned subsidiary of Borrower.
(ii) The following defined terms are hereby amended in their entirety
to provide as follows:
"CONTRACT RATE" means an interest rate per annum equal to the (i) sum
of the Alternate Base Rate plus the Applicable Margin with respect to
Alternate Base Rate Loans, (ii) the sum of the LIBO Rate plus the
Applicable Margin with respect to LIBO Rate Loans or (iii) the sum of the
LIBO Floating Rate plus the Applicable Margin with respect to the
Overadvance Bridge Loan, as applicable.
"LOANS" means the Revolving Credit Advances, the Overadvance Bridge
Loan, Letters of Credit and all other extensions of credit hereunder.
"MAXIMUM LOAN AMOUNT" means the sum of (a) $100,000,000 less the
outstanding amount of loans and advances made by BNY/Cafco Financial
Corporation to Borrower's Canadian Subsidiaries plus (b) the Special
Advance Limit (if in effect) plus (c) the outstanding balance of the
Overadvance Bridge Loan.
"REVOLVING CREDIT ADVANCES" shall mean all Loans made hereunder other
than Letters of Credit and the Overadvance Bridge Loan.
(b) The definition of "Obligations" is hereby amended by inserting the
following sentence at the end thereof:
"Obligations" shall also include all obligations of Borrower to BNY with
respect to the Overadvance Bridge Loan.
(c) Section 2(d) of the Loan Agreement is hereby amended in its entirety
as follows:
"(d) Subject to the terms and conditions set forth herein and in the
Ancillary Agreements, BNY, for its own account and not for the account of
the other Lenders, shall make an Overadvance Bridge Loan to Borrower in the
amount of $56,304,431.45 (the "Overadvance Bridge Loan"). The Overadvance
Bridge Loan shall be advanced on the Amendment No. 4 Effective Date and
shall be due and payable in Dollars, with respect to principal and
interest, upon the earliest of (i) an Event of Default or earlier
termination of this Agreement (ii) the completion of an underwritten public
offering of debt or equity securities of Borrower ("Public Offering") for
the account of Borrower which is effected pursuant to a registration
statement filed with and declared effective by the Securities and Exchange
Commission with proceeds to Borrower in excess of the then outstanding
balance of the Overadvance
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Bridge Loan or (iii) Borrower notifies Agent that it has abandoned the
Public Offering or Agent reasonably believes that the Public Offering is
not likely to occur (each of (i), (ii) and (iii), the "Overadvance Bridge
Loan Repayment Event"), PROVIDED, HOWEVER, that in the event a Public
Offering does not occur prior to September 22, 1997, or the net proceeds
thereof received by Borrower is less than the outstanding balance of the
Overadvance Bridge Loan, then the Overadvance Bridge Loan shall be payable
on demand; and PROVIDED, FURTHER, THAT notwithstanding the foregoing,
Borrower shall remit to Agent, for the account of BNY and as a partial
prepayment of the Overadvance Bridge Loan, within one Business Day after
the closing of the Xxxxxx Xxxxxx Acquisition, an amount equal to
7,140,000. The Overadvance Bridge Loan shall be secured by (i) (A) a
first priority lien on the outstanding share capital of TMP UK pursuant to
a pledge agreement, in form and substance satisfactory to Agent, executed
by Borrower in favor of Agent for the account of BNY, (B) a guaranty
executed by TMP UK in favor of Agent for the account of BNY (the "TMP UK
Guaranty"), in form and substance satisfactory to Agent and (C) a first
priority lien on the outstanding share capital of Xxxxxx Xxxxxx owned by
TMP UK as security for TMP UK's guaranty pursuant to a charge over shares,
in form and substance satisfactory to Agent, executed by TMP UK in favor of
Agent for the account of BNY (the "Xxxxxx Xxxxxx Charge Over Shares") (the
documents described in subsections (i)(A), (B) and (C), collectively, the
"Overadvance Bridge Loan Security Documents") and (ii) the Collateral on a
basis which is junior to all other Obligations of Borrower hereunder. The
Overadvance Bridge Loan shall be due and payable as provided in the
promissory note attached hereto as Exhibit 2(d)."
(d) Section 5(a)(vi) of the Loan Agreement is hereby amended in its
entirety to provide as follows:
"(vi) The Applicable Margin shall be (a) minus one percent (-1.0%) with
respect to Alternate Base Rate Loans, (b) one and one half percent (1.5%)
with respect to LIBO Rate Loans and (c) one and one half percent (1.50%)
with respect to the Overadvance Bridge Loan until the earlier of September
22, 1997 or the occurrence of an Overadvance Bridge Loan Repayment Event;
PROVIDED, HOWEVER the Applicable Margin with respect to the Overadvance
Bridge Loan shall be two and one quarter percent (2.25%), retroactive to
the Amendment No. 4 Effective Date, until repaid in full with respect to
such portion of the Overadvance Bridge Loan which is equal to the portion
of the Overadvance Bridge Loan which, as of September 22, 1997, is either
not secured by the receivables of Xxxxxx Xxxxxx or is in excess of the
receivables of Xxxxxx Xxxxxx assigned
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to BNY UK pursuant to the Xxxxxx Xxxxxx Credit Documents."
(e) The second sentence in Section 19 of the Loan Agreement is hereby
amended in its entirety as follows:
"Until all Obligations have been fully satisfied, Agent shall retain its
security interest in all Collateral and shall, for the account of BNY,
retain its rights and remedies under the Overadvance Bridge Loan Security
Documents; PROVIDED, HOWEVER, the Xxxxxx Xxxxxx Charge over Shares and the
TMP UK Charge Over Shares shall be deemed terminated upon the final
repayment in full of the Overadvance Bridge Loan and the receipt by Agent
of a certificate signed by an officer of Borrower that there is not then
existing an Event of Default; PROVIDED, FURTHER that if there is existing
an Event of Default at the time of such repayment, Agent shall retain a
security interest for the shares of Xxxxxx Xxxxxx and TMP UK first for the
account of BNY until the Overadvance Bridge Loan is repaid in full and
second for the Account of all Lenders pro rata until the balance of the
Obligations are repaid in full."
(f) Section 12(m)(iv) of the Loan Agreement is hereby amended by inserting
a new subsection "(c)" to read as follows:
"(c) loans, advances or extensions of credit to Xxxxxx Xxxxxx to provide
for its working capital purposes not to exceed in the aggregate outstanding
at any one time $10,000,000."
(g) The penultimate sentence in Section 19 of the Loan Agreement is hereby
amended in its entirety as follows:
"The proceeds of sale shall be applied first to all costs and expenses of
sale, including attorneys' fees, second to the payment (in whatever order
Agent elects) of all Obligations other than the Overadvance Bridge Loan and
third to the payment of the Overadvance Bridge Loan; provided that all
payments, other than payments with respect to the repayment of BNY
Overadvances made in accordance with Section 2(c) hereof and the repayment
of Overadvance Bridge Loan in accordance with Section 2(d) hereof, shall be
applied pro rata according to the respective Commitment Percentages of the
Lenders."
4. ISSUANCE OF XXXXXX XXXXXX LETTERS OF CREDIT. It is a condition to the
closing of the Xxxxxx Xxxxxx Acquisition that Agent, for the account of Lenders,
issue Letters of Credit for the account of Borrower in an aggregate face amount
equal to 755,113.47 (the "Xxxxxx Xxxxxx Letters of Credit") to certain
"Selling Shareholders" (as defined in the Xxxxxx Xxxxxx Acquisition Documents
and as set forth in Schedule 4 attached hereto), which letters of credit shall
serve as security for certain "Loan Notes" to be issued by TMP UK to such
Selling
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Shareholders as consideration for the purchase of their shares. The parties
hereto hereby acknowledge that on August 22, 1997 Borrower requested that Agent
issue, and Agent did thereby issue, the Xxxxxx Xxxxxx Letters of Credit.
Borrower acknowledges that the Xxxxxx Xxxxxx Letters of Credit shall be held in
escrow pending the Amendment No. 4 Effective Date.
5. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as
of August 26, 1997, provided that
(i) Agent shall have received four (4) copies of this Amendment
executed by Borrower and each Lender and consented and agreed to by the
Scheduled Affiliates and Guarantors listed on the signature page hereof;
(ii) Agent, for the sole account of BNY, shall have received an
executed Overadvance Bridge Note in the form attached hereto as Exhibit 2(d);
(iii) The Xxxxxx Xxxxxx Acquisition Documentation and all aspects of
the Xxxxxx Xxxxxx Acquisition shall be in form and substance satisfactory to
Agent and the transactions contemplated by such documentation shall be
consummated concurrently with the making of the Overadvance Bridge Loan. No
material term or condition set forth in the Xxxxxx Xxxxxx Documentation shall be
amended or waived without the prior written consent of Agent.
(iv) Agent, for the sole account of BNY, shall have received the TMP
UK Guaranty;
(v) Agent, for the sole account of BNY, shall have received a Charge
Over Shares and Securities, in form and substance satisfactory to Agent, with
respect to 100% of the outstanding share capital of TMP UK as security for the
Overadvance Bridge Loan;
(vi) Agent, for the sole account of BNY, shall have received a Charge
Over Shares and Securities with respect to all of the issued shares of Xxxxxx
Xxxxxx purchased by TMP UK pursuant to the Xxxxxx Xxxxxx Acquisition
Documentation, which shall be at least 80% of the issued share capital of Xxxxxx
Xxxxxx and otherwise be in form and substance satisfactory to Agent, as security
for the TMP UK Guaranty, provided that such charge shall be delivered in escrow
pending the closing of the Xxxxxx Xxxxxx Acquisition;
(vii) Agent, for the sole account of BNY, shall have received an
opinion of (i) Xxxxxxx Leisure Xxxxxx & Irvine in form and substance
satisfactory to Agent and its counsel regarding the due authorization and
enforceability of this Amendment and the transactions contemplated herein and
(ii) Orchard Solicitors, in form and substance satisfactory to Agent and its
counsel, regarding the due authorization, enforceability and validity of the TMP
UK Guaranty and the Xxxxxx Xxxxxx Charge
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Over Shares and the enforceability and validity of the charge over shares of TMP
UK;
(viii) Agent shall have received evidence in the form of corporate
resolutions demonstrating that Borrower and TMP UK shall have taken all
necessary corporate action for the authorization, execution, delivery and
performance of this Amendment and the transactions contemplated herein;
(ix) Agent shall have received a reaffirmation of all existing
guarantees.
(x) Agent shall have received such other certificates, instruments,
documents, agreements and opinions of counsel as may be required by Agent or its
counsel, each of which shall be in form and substance satisfactory to Agent and
its counsel; and
6. REPRESENTATIONS, WARRANTIES AND COVENANTS. Borrower hereby
represents, warrants and covenants as follows:
(a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of Borrower and are
enforceable against Borrower in accordance with their respective terms.
(b) Upon the effectiveness of this Amendment, Borrower hereby
reaffirms all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agree that all
such covenants, representations and warranties shall be deemed to have been
remade as of the effective date of this Amendment.
(c) No Event of Default or Default has occurred and is continuing or
would exist after giving effect to this Amendment.
(d) Borrower has no defense, counterclaim or offset with respect to
the Loan Agreement.
(e) Borrower shall cause Xxxxxx Xxxxxx to enter into (i) an Invoice
Discounting Agreement with BNY UK, (ii) a Debenture pursuant to which BNY
UK shall be granted a charge on all of the assets of Xxxxxx Xxxxxx (except
for such assets the omission of which is acceptable to Agent) and (iii)
such other documentation relating thereto as Agent, BNY UK and their
counsel may reasonably request (including, without limitation, an opinion
of counsel relating to Xxxxxx Xxxxxx'x ownership of its receivables), each
in form and substance satisfactory to BNY UK and its counsel (collectively,
the "Xxxxxx Xxxxxx Credit Documents") no later than September 22, 1997. On
or before the entering into of the Xxxxxx Xxxxxx Credit Documents and as a
precondition to the provision of any financing facilities thereunder the
Borrower shall cause an
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opinion of the Borrower's counsel in the United Kingdom to be addressed and
delivered to either the Agent or BNY UK (at the Agent's option) to the
effect that either (a) Section 151 of the Companies Xxx 0000 (as amended)
does not apply to the entering into of the Xxxxxx Xxxxxx Credit Documents
or, (b) if appropriate, that such Section does apply to the entering into
of the Xxxxxx Xxxxxx Credit Documents but that the procedures provided for
in Section 155 of such Act have been completed and complied with. Each of
(a) and (b) referred to in the immediately preceding sentence are herein
separately referred to as a "Whitewash Event" and collectively as the
"Whitewash Events". Upon the execution of the Xxxxxx Xxxxxx Credit
Documents, Borrower shall pay a fee to Agent, for the sole account of BNY,
equal to Pound7,500. In the event the provisions of this section 5(e) are
not complied with by September 22, 1997, Borrower shall pay a fee to Agent,
for the sole account of BNY, equal to Pound10,000 per day thereafter until
such time as this section has been complied with by the Borrower. At the
request of Agent, each of the foregoing fees shall be paid in Dollars based
upon the Dollar Equivalent thereof.
(f) No later than August 29, 1997, Borrower shall cause TMP UK and
all of its direct or indirect subsidiaries (other than Xxxxxx Xxxxxx and
its subsidiaries) to (A) enter into (a) an Invoice Discounting Agreement
with BNY UK (covering invoices other than those of Xxxxxx Xxxxxx until the
occurrence of a Whitewash Event), (b) a Debenture pursuant to which BNY UK
shall be granted a charge on all of the assets of TMP UK and all of its
direct or indirect subsidiaries (other than the assets of Xxxxxx Xxxxxx
until the occurrence of a Whitewash Event and such assets the omission of
which is satisfactory to Agent), and (c) such other documentation relating
thereto as Agent, BNY UK and their counsel may reasonably request
(including, without limitation, an opinion of counsel relating to TMP UK's
ownership of its receivables), each in form and substance satisfactory to
BNY UK and its counsel (collectively, the "TMP UK Credit Documents") and
(B) deliver a notice of termination to Kellock Factors Limited (a company
registered in England and Wales ("Kellock") with respect to TMP UK's and
any subsidiary's existing invoice discounting arrangement with Kellock (the
"Notice of Termination"). Upon the execution of the TMP UK Credit
Documents, Borrower shall pay a fee to Agent, for the sole account of BNY,
equal to Pound7,500. In the event (i) the TMP UK Credit Documents are not
executed by TMP UK by August 29, 1997 or (ii) the Notice of Termination is
not delivered by August 29, 1997, Borrower shall pay a fee to Agent, for
the sole account of BNY, equal to Pound10,000 per day thereafter until such
time as both the TMP UK Credit Documents and the Notice of Termination have
been executed and delivered. In addition, in the event
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Kellock does not release its liens or other interests (whether by way of
security or otherwise) over or in respect of the assets of TMP UK and its
subsidiaries by September 10, 1997, Borrower shall pay an additional fee to
Agent, for the sole account of BNY, equal to Pound10,000 per day thereafter
until such time as such liens are terminated in accordance with applicable
law. At the request of Agent, each of the foregoing fees shall be paid in
Dollars based upon the Dollar Equivalent thereof.
(g) No later than August 29, 1997, Borrower shall cause each of its
Canadian Subsidiaries (exclusive of Xxxxxx Xxxxxx'x Canadian Subsidiaries)
to (i) execute a guarantee of the Overadvance Bridge Loan and grant a
continuing security interest in all of the assets of Borrower's Canadian
Subsidiaries (exclusive of Xxxxxx Xxxxxx'x Canadian Subsidiaries and
exclusive of such assets the omission of which is acceptable to Agent) as
security for such guarantee, each in form and substance satisfactory to
Agent and (ii) execute a guarantee of the Obligations generally (to the
extent not currently existing) and grant a continuing security interest in
all of the assets of Borrower's Canadian Subsidiaries (exclusive of Xxxxxx
Xxxxxx'x Canadian Subsidiaries and exclusive of such assets the omission of
which is acceptable to Agent) as security for such guaranty, which
guarantee and security interest shall be in form and substance satisfactory
to Agent and shall be subordinate to the guaranty and security interest in
favor of Agent, for the account of BNY, with respect to the Overadvance
Bridge Loan described above.
(h) No later than September 15, 1997, Borrower shall cause each of
its Australian Subsidiaries (exclusive of Xxxxxx Xxxxxx'x Australian
Subsidiaries) to execute (i) a Deed of Guarantee and Indemnity with respect
to the Overadvance Bridge Loan and grant a continuing security interest and
fixed and floating charge in and to all of the assets of Borrower's
Australian Subsidiaries (exclusive of Xxxxxx Xxxxxx'x Australian
Subsidiaries and exclusive of such assets the omission of which is
acceptable to Agent) as security for such guaranty (subject to the existing
lien of Scottish Pacific Finance Pty Ltd. securing up to an amount not to
exceed the principal amount of six million Australian Dollars plus
applicable interest and other reasonable fees and interest), each in form
and substance satisfactory to Agent and (ii) a Deed of Guarantee and
Indemnity with respect to the Obligations generally and grant a continuing
security interest and fixed and floating charge in and to substantially all
of the assets of Borrower's Australian Subsidiaries (exclusive of Xxxxxx
Xxxxxx'x Australian Subsidiaries and exclusive of such assets the omission
of which is acceptable to Agent) as security for such guarantee (subject to
the existing lien of Scottish Pacific
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Finance Pty Ltd. securing up to an amount not to exceed six million
Australian Dollars plus applicable interest and other reasonable fees and
interest), which guarantee and security interest shall be in form and
substance satisfactory to Agent and shall be subordinate to the guaranty
and security interest in favor of Agent, for the account of BNY, with
respect to the Overadvance Bridge Loan described above.
(i) No later than the earlier of September 22, 1997 or the completion
of a Public Offering, Borrower shall have entered into a Second Amended and
Restated Receivables Management Agreement (including all related
documentation required therein) in form and substance satisfactory to
Agent.
7. EFFECT ON THE LOAN AGREEMENT.
(a) Upon the effectiveness of Section 3 hereof, each reference in the Loan
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like
import shall mean and be a reference to the Loan Agreement as amended hereby.
(b) Except as specifically amended herein, the Loan Agreement, and all
other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided in SECTION 5, operate as a waiver of any right,
power or remedy of Agent or any Lender, nor constitute a waiver of any provision
of the Loan Agreement, or any other documents, instruments or agreements
executed and/or delivered under or in connection therewith.
8. GOVERNING LAW. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State of
New York.
9. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
10. COUNTERPARTS; FACSIMILE SIGNATURES. This Amendment may be executed by
the parties hereto in one or more counterparts, each of which shall be deemed an
original and all of which taken together shall constitute one and the same
agreement. Any signature received by facsimile transmission shall be deemed an
original signature hereto.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first written above.
TMP WORLDWIDE INC.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Executive Vice President
BNY FINANCIAL CORPORATION,
as Agent and as Lender
By: /s/ Xxx Xxxxx
--------------------------------
Name: Xxx Xxxxx
Title: Senior Vice President
Commitment Percentage:
Overadvance Bridge Loan Commitment
Percentage: 100%
DEUTSCHE FINANCIAL SERVICES HOLDING
CORPORATION, as Lender
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
Commitment Percentage:
BANK POLSKA KASA OPIEKI, S.A.,
as Lender
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
Commitment Percentage:
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CONSENTED AND AGREED TO:
TMP Worldwide Ltd. (f/k/a
National Directory Advertising
Programs Inc.) (Canada)
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
Its: Secretary
TMP Worldwide Recruitment Inc. TMP Medical Listings, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- -----------------------------
Its: Secretary Its: Secretary
Deutsch, Xxxx & Xxxxx, Inc. General Directory Advertising Services
Inc.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- -----------------------------
Its: Secretary Its: Secretary
MSI-Market Support International, Xxxxxx Advertising, Inc.
Inc.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------------
Its: Secretary Its: Secretary
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BBL Acquisition Corp. BMS Acquisition Corp.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------------
Its: Secretary Its: Secretary
Directory Services International HGI Acquisition Corp.
Corporation
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------------
Its: Secretary Its: Secretary
Xxxxxx Acquisition Corp. Target Acquisition Corp.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------------
Its: Secretary Its: Secretary
TMP Interactive, Inc. Dir-Ad Inc.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------------
Its: Secretary Its: Secretary
Xxxxxxxx, Inc. Xxxxxxxx Direct, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------------
Its: Secretary Its: Secretary
YPMS Acquisition, Inc. Volando, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------------
Its: Secretary Its: Secretary
Online Career Center CVY International, L.L.C.
Management, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------------
Its: Secretary Its: Secretary
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Interdirect, Inc. BTD Acquisition, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------------
Its: Secretary Its: Secretary
CPC Acquisition Corp. 3055078 Canada Inc.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------------
Its: Secretary Its: Secretary
Cala H.R.C. Ltd. 144164 Canada Ltd.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------------
Its: Secretary Its: Secretary
158743 Canada Inc. National Media Holding Company, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------- ------------------------------
Its: Secretary Its: Secretary
National Media Services, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------
Its: Secretary
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