FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(the "First Amendment") is made and dated as of the 3rd day of June, 1999 by
and among SOS STAFFING SERVICES, INC., a Utah corporation (the "Borrower"),
the Guarantors, THE FIRST NATIONAL BANK OF CHICAGO, a national banking
association ("First Chicago") and FIRST SECURITY BANK, N.A., a national
banking association ("First Security"), as the current Lenders under the
Credit Agreement referred to below, First Chicago, as documentation agent for
the Lenders (in such capacity, the "Documentation Agent"), and First Security,
as administrative agent for the Lenders (in such capacity, the "Administrative
Agent").
RECITALS
A. Pursuant to that certain Amended and Restated Credit Agreement
dated as of July 27, 1998 by and among the Borrower, the Administrative Agent,
the Documentation Agent and the Lenders (as amended, extended and replaced
from time to time, the "Credit Agreement," and with capitalized terms not
otherwise defined herein used with the meanings given such terms in the Credit
Agreement), the Lenders agreed to make Loans to, and to cause Letters of
Credit to be issued for the account of, the Borrower on the terms and subject
to the conditions set forth therein.
B. The Borrower has requested that the Lenders agree to amend one of
the financial covenants set forth in the Credit Agreement and the Lenders have
agreed to do so on the terms and subject to the conditions set forth more
particularly herein.
NOW, THEREFORE, in consideration of the foregoing Recitals
and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1 . Amendment of Leverage Requirement. To effect the agreement of the
parties to modify the leverage covenant set forth in Section 6.19 of the
Credit Agreement, the ratio of "3.0: 1.0" set forth therein is hereby amended
to read "3.6: 1.0".
2. Modification of Pricing. To reflect the agreement of the parties to
modify certain pricing terms set forth in the Credit Agreement, the definition
of "Applicable Margin" set forth in Article I of the Credit Agreement is
hereby amended to delete the table set forth therein and to replace the same
with the following table:
"Total Indebtedness / Adjusted Applicable Margin in connection Applicable Margin in connection
------------------------------ ------------------------------- -------------------------------
EBITDA Ratio with the Eurodollar Rate with the Floating Rate
------------ ------------------------ ----------------------
Less than or equal to 1.50: 1.00 1.000% 0%
Greater than 1.50: 1.00 but less 1.250% 0%
than or equal to 2.25: 1.00
Greater than 2.25: 1.00 but less 1.600% 0%
than or equal to 3.00: 1.00
Greater than 3.00: 1.00 2.000% 0%"
3. Reaffirmation of Loan Documents. The Borrower and each of
the Guarantors hereby affirms and agrees that the execution and delivery by
the Borrower of and the performance of its obligations under this First
Amendment shall not in any way amend, impair, invalidate or otherwise affect
any of the obligations of the Borrower or any Guarantor or the rights of the
Documentation Agent, the Administrative Agent or the Lenders under the Credit
Agreement or any other Loan Document or any other document or instrument made
or given by the Borrower or any Guarantor in connection therewith and that the
"Obligations" shall include all obligations of the Borrower under the Credit
Agreement as amended hereby.
4. Effective Date. This First Amendment shall be effective as of the date that
there shall have been delivered to the Administrative Agent, a copy of this
First Amendment, duly executed by all parties signatory hereto:
5. No Other Amendment. Except as expressly amended hereby,
the Credit Agreement and other Loan Documents shall remain in full force and
effect as written.
6. Counterparts. This First Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.
7. Representations and Warranties. The Borrower and each of the Guarantors
hereby represents and warrants to the Documentation Agent, the Administrative
Agent and the Lenders as follows:
(a)The Borrower and each of the Guarantors have the corporate power and
authority and the legal right to execute, deliver and perform this First
Amendment and have taken all necessary corporate action to authorize the
execution, delivery and performance of this First Amendment. This First
Amendment has been duly executed and delivered on behalf of the Borrower and
each of the Guarantors and constitutes the legal, valid and binding obligation
of such Persons, enforceable against such Persons in accordance with its
terms.
(b)Both prior to and after giving effect to this First Amendment: (1) the
representations and warranties of the Borrower and the Guarantors contained in
the Loan Documents
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are accurate and complete in all material respects, and (2) there has not
occurred a Default or an Unmatured Default.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed as of the day and year first above written.
SOS STAFFING SERVICES, INC., a Utah
corporation
By __________________________________________
Name ________________________________________
Title _______________________________________
THE FIRST NATIONAL BANK OF CHICAGO, a
national banking association, as
Documentation Agent and a Lender
By __________________________________________
Name ________________________________________
Title _______________________________________
FIRST SECURITY BANK, N.A., a national banking
association, as Administrative Agent and a
Lender
By __________________________________________
Name _______________________________________
Title _______________________________________
ACKNOWLEDGED AND AGREED TO as of the day and year first above written:
XXXXX & ASSOCIATES, INC.
By ____________________________________________
Name __________________________________________
Title _________________________________________
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