AMENDMENT NO. 4 TO LOAN AGREEMENTLoan Agreement • June 18th, 2002 • Korn Ferry International • Services-employment agencies
This Amendment No. 4 to Loan Agreement (this “Amendment”), dated as of March 29, 2002, is entered into with reference to the Loan Agreement (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) dated as of October 31, 2000 among Korn/Ferry International, a Delaware corporation (“Borrower”), each lender from time to time a party thereto (each a “Lender” and collectively, the “Lenders”), Bank of America, N.A., as Administrative Agent for itself and the other Lenders (in such capacity, the “Administrative Agent”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement. Section references herein relate to the Loan Agreement unless otherwise stated.
ContractConvertible Note • June 18th, 2002 • Korn Ferry International • Services-employment agencies • Delaware
THIS NOTE AND THE SHARES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
KORN/FERRY INTERNATIONAL INVESTOR RIGHTS AGREEMENT JUNE 13, 2002Investor Rights Agreement • June 18th, 2002 • Korn Ferry International • Services-employment agencies • Delaware
This Investor Rights Agreement (the “Agreement”) is entered into as of the 13th day of June, 2002, by and among Korn/Ferry International, a Delaware corporation (the “Company”), and each of the entities, severally and not jointly, whose names are set forth on the signature page hereto (which entities are hereinafter collectively referred to as the “Investors” and each individually as an “Investor”).
AMENDMENT NO. 5 TO LOAN AGREEMENTLoan Agreement • June 18th, 2002 • Korn Ferry International • Services-employment agencies
This Amendment No. 5 to Loan Agreement (this “Amendment”), dated as of June 13, 2002, is entered into with reference to the Loan Agreement (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) dated as of October 31, 2000 among Korn/Ferry International, a Delaware corporation (“Borrower”), each lender from time to time a party thereto (each a “Lender” and collectively, the “Lenders”), Bank of America, N.A., as Administrative Agent for itself and the other Lenders (in such capacity, the “Administrative Agent”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement. Section references herein relate to the Loan Agreement unless otherwise stated.
SUBORDINATION AGREEMENTSubordination Agreement • June 18th, 2002 • Korn Ferry International • Services-employment agencies • California
This Subordination Agreement (“Agreement”) dated as of June 13, 2002 is made by the undersigned persons (the “Initial Junior Creditors”) and Korn/Ferry International, a Delaware corporation (the “Company”) in favor of Bank of America, N.A. and the other Senior Creditors described herein, with reference to the following facts:
THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND...Warrant Agreement • June 18th, 2002 • Korn Ferry International • Services-employment agencies • Delaware
FOR VALUE RECEIVED, Korn/Ferry International, a Delaware corporation (the “Company”), hereby grants to , or registered permitted assigns (the “Holder”) the right to purchase from the Company a total of Warrant Shares (as adjusted in accordance with Section 3 hereof) at the price of $12.00 per Warrant Share (the “Initial Exercise Price”). The amount and kind of securities that may be purchased hereunder and the Exercise Price are subject to adjustment pursuant to the provisions of this Warrant.
