Exhibit 10.30
FIRST AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
First Amendment dated as of September 28, 2001 to Revolving Credit
Agreement (the "First Amendment"), by and among answerthink, inc., FLEET
NATIONAL BANK and the other lending institutions listed on Schedule 1 to the
-------- -
Credit Agreement (as hereinafter defined) (the "Banks"), amending certain
provisions of the Revolving Credit Agreement dated as of November 30, 2000 (as
amended and in effect from time to time, the "Credit Agreement") by and among
the Borrower, the Banks and Fleet National Bank as agent for the Banks (the
"Agent"). Terms not otherwise defined herein which are defined in the Credit
Agreement shall have the same respective meanings herein as therein.
WHEREAS, the Borrower and the Banks have agreed to modify certain terms
and conditions of the Credit Agreement as specifically set forth in this First
Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
[sect]1. Amendment to Section 1 of the Credit Agreement.
--------- -- --------- -- --------------------
Section 1.1 of the Credit Agreement is hereby amended as follows:
(a) The definition of "Applicable Margin" contained in
[sect]1.1 of the Credit Agreement is hereby amended by deleting the grid
which appears in such definition and substituting in place thereof the
following grid:
----------------------------------------------------------------------------------------------
Letter of Commitment
Leverage Ratio Base Rate LIBOR Rate Credit Fee Fee Rate
Tier Loans Loans Rate
----------------------------------------------------------------------------------------------
1 Less than 1.00:1.00 0.25% 1.75% 1.75% .50%
----------------------------------------------------------------------------------------------
2 Greater than or 0.50% 2.00% 2.00% .50%
equal to 1.00 but
less than 1.50:1.00
----------------------------------------------------------------------------------------------
3 Greater than or 0.75% 2.25% 2.25% .50%
equal to 1.50:1.00
----------------------------------------------------------------------------------------------
(b) The definition of "EBITDA" contained in [sect]1.1 of the
Credit Agreement is hereby amended by deleting such definition in its entirety
and restating it as follows:
EBITDA. With respect to the Borrower and its Subsidiaries
------
for any fiscal period, an amount equal to Consolidated Net Income for
such period, plus, to the extent deducted in the calculation of
----
Consolidated Net Income and without duplication, (a) depreciation and
amortization for such period; (b) income tax expense for such period;
(c) Consolidated Total Interest Expense during such period, (d) noncash
compensation expenses or additional noncash goodwill amortization
relating to the granting by the
-2-
Borrower of stock options and restricted stock; (e) all noncash
charges or expenses taken in any period in connection with any
non-cash writedowns of goodwill and/or purchased research and
development in connection with a Permitted Acquisition or
compensation expenses or additional goodwill amortization relating to
the granting by the Borrower of stock options and restricted stock in
connection with any Permitted Acquisition; (f) the one-time cash
expense associated with severance costs for the fiscal quarter ended
December 29, 2000 in an aggregate amount not to exceed $2,486,000;
and (g) the noncash charges or expenses associated with losses on
Investment for the fiscal quarter ended December 29, 2000 in an
aggregate amount not to exceed $2,350,000; and minus, to the extent
-----
added in computing Consolidated Net Income and without duplication,
all interest income and all noncash gains (including income tax
benefits) for such period, all as determined in accordance with
generally accepted accounting principles.
[sect]2. Amendment to Section 10 of the Credit Agreement.
-----------------------------------------------
Section 10.1 of the Credit Agreement is hereby amended by deleting the ratio
"1.75:1.00" from [sect]10.1 and substituting in place thereof the ratio
"1.50:1.00".
[sect]3. Amendment to Section 12 of the Credit Agreement.
--------- -- ---------- -- --------------------
Section 12 of the Credit Agreement is hereby amended by inserting immediately
after the end of the text of[sect]12.5 the following:
12.6. Security. The Borrower and each Domestic
--------
Subsidiary shall have (a) granted to the Agent, for the benefit of the
Agent and the Banks, a first priority perfected security interest in
all of the Borrower's and each Domestic Subsidiary's following
properties, assets and rights of the Borrower and each Domestic
Subsidiary, wherever located, whether now owned or hereafter acquired
or arising, and all proceeds and products thereof (all of the same
being hereinafter called the "Collateral"): all accounts and, to the
extent related to, arising from or constituting products or proceeds
of such accounts, all instruments (including promissory notes),
documents, chattel paper (whether tangible or electronic), deposit
accounts, letter-of-credit rights (whether or not the letter of credit
is evidenced by a writing), commercial tort claims, securities and all
other investment property, supporting obligations, any other contract
rights or rights to the payment of money, insurance claims and
proceeds, tort claims, and all general intangibles (including all
payment intangibles) and (b) executed and delivered to the Agent such
security agreements and other instruments and documents as the Agent
may require in order to grant to the Agent a first priority perfected
security interest in the Collateral, together with legal opinions in
form and substance reasonably satisfactory to the Agent to be
delivered to the Agent and the Banks opining as to authorization
validity and enforceability of such security documents and the
perfection of such security interests. Notwithstanding anything to
the contrary contained in the introductory language to this [sect]12,
only as to the issuance, extension and renewal of any Letters of
Credit, the Borrower shall only be required to comply with this
[sect]12.6 if at the time of any request for the issuance of any
Letter of Credit, the sum of the aggregate Maximum Drawing Amount of
all issued and outstanding Letters of Credit plus the aggregate amount
----
of all Unpaid Reimbursement Obligations plus the aggregate amount of
----
the Maximum Drawing Amount of the Letter(s) of Credit being requested
would exceed $3,700,000. This obligation of the Banks to make any
Revolving Credit Loans shall be subject to the satisfaction of this
[sect]12.6.
-3-
[sect]4. Conditions to Effectiveness. This First Amendment shall
---------- -- -------------
not become effective until the Agent receives the following:
(a) a counterpart of this First Amendment, executed by the
Borrower, the Guarantors and the Banks, as well as the notice to be delivered
pursuant to[sect]2.3 hereof; and
(b) payment in cash of an amendment fee for the pro rata
accounts of the Banks in an amount of $15,000.
[sect]5. Representations and Warranties. The Borrower hereby
--------------- --- ----------
repeats, on and as of the date hereof, each of the representations and
warranties made by it in [sect]7 of the Credit Agreement, and such
representations and warranties remain true as of the date hereof (except to the
extent of changes resulting from transactions contemplated or permitted by the
Credit Agreement and the other Loan Documents and changes occurring in the
ordinary course of business that singly or in the aggregate are not materially
adverse, and to the extent that such representations and warranties relate
expressly to an earlier date), provided, that all references therein to the
--------
Credit Agreement shall refer to such Credit Agreement as amended hereby. In
addition, the Borrower hereby represents and warrants that the execution and
delivery by the Borrower and each of its Subsidiaries of this First Amendment
and the performance by the Borrower and each such Subsidiary of all of its
agreements and obligations under the Credit Agreement as amended hereby and the
other Loan Documents are within the corporate authority of each the Borrower
and such Subsidiary and has been duly authorized by all necessary corporate
action on the part of the Borrower and each such Subsidiary.
[sect]6. Ratification, Etc. Except as expressly amended
------------ ---
hereby, the Credit Agreement and all documents, instruments and agreements
related thereto, including, but not limited to the other Loan Documents, are
hereby ratified and confirmed in all respects and shall continue in full force
and effect. The Credit Agreement and this First Amendment shall be read and
construed as a single agreement. All references in the Credit Agreement or any
related agreement or instrument to the Credit Agreement shall hereafter refer
to the Credit Agreement as amended hereby.
[sect]7. No Waiver. Nothing contained herein shall constitute
-- ------
a waiver of, impair or otherwise affect any Obligations, any other obligation
of the Borrower or any rights of the Agent or the Banks consequent thereon.
[sect]8. Counterparts. This First Amendment may be executed
------------
in one or more counterparts, each of which shall be deemed an original but
which together shall constitute one and the same instrument.
[sect]9. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED
--------- ---
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).
-4-
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as a document under seal as of the date first above written.
answerthink, inc.
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Title: V.P. and Chief Financial Officer
FLEET NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
RATIFICATION OF GUARANTY
The undersigned guarantor hereby acknowledges and consents to the
foregoing First Amendment as of September 28, 2001 and agrees that the Guaranty
dated as of November 30, 2000 from the undersigned Guarantor remains in full
force and effect, and the Guarantor confirms and ratifies all of its obligations
thereunder.
THINK NEW IDEAS, INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------------------------
Title: V.P and Chief Financial Officer
Exhibit 10.30
November 13, 2001
Fleet National Bank, as Agent
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Vice President
RE: REDUCTION OF TOTAL COMMITMENT
-----------------------------
Ladies and Gentlemen:
Reference is hereby made to that certain Revolving Credit Agreement
dated as of November 30, 2000 (the "Credit Agreement") by and among answerthink,
inc. (the "Borrower"), Fleet National Bank and the other lending institutions
listed on Schedule 1 thereto (collectively, the "Banks") and Fleet National Bank
in its capacity as agent (the "Agent"). Capitalized terms which are used herein
without definition shall have the same respective meanings herein as in the
Credit Agreement.
Pursuant to [sec][sec].2.3 of the Credit Agreement, the Borrower
hereby notifies you that the Borrower has elected to reduce the Total
Commitment by $10,000,000 (from $25,000,000 to $15,000,000), effective today,
November 13, 2001. The Borrower has requested that the Banks and the Agent
waive the five (5) Business Day prior written notice requirement contained in
[sec][sec].2.3 of such a reduction in the Total Commitment and deem this
reduction in the Total Commitment as set forth above effective as of 9:00 a.m.
(Boston time) today, November 13, 2001. By its signature below, the Agent and
the Banks hereby consent to waiving the advance prior written notice
requirement contained in [sec][sec].2.3 of the Credit Agreement for this
reduction in the Total Commitment requested above and agree that such reduction
shall be effective as of 9:00 a.m. (Boston time) on November 13, 2001.
The parties hereto acknowledge and agree that this consent on the part
of the Agent and the Banks to waive the five (5) Business Days prior written
notice requirement contained in [sec][sec].2.3 of the Credit Agreement for the
reduction noticed herein shall not be construed as a waiver of any other
provisions of the Loan Documents or to permit the Borrower or any Subsidiary to
take any other action which is prohibited by the terms of the Credit Agreement
and the other Loan Documents. Except as expressly stated herein, neither the
execution of this letter nor the failure of the Agent or any Bank to exercise
any right or remedy constitutes a waiver of any Default or Event of Default or
of such right or remedy or any other right or remedy under the Credit
Agreement. This letter is
Fleet National Bank
November 13, 2001
Page 2
intended to take effect as an instrument under seal under the laws of the
Commonwealth of Massachusetts.
Sincerely,
answerthink, inc.
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Title: V.P. and chief Financial Officer
ACKNOWLEDGED AND AGREED:
Fleet National Bank, individually and
as Agent
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Title: Vice President
