Exhibit 10.1
LIMITED WAIVER OF THE AMENDED AND RESTATED CREDIT AGREEMENT
-----------------------------------------------------------
THIS LIMITED WAIVER OF THE AMENDED AND RESTATED CREDIT AGREEMENT (this
"Waiver"), dated effective as of March 25, 2000, is among RENAISSANCE WORLDWIDE,
-------
INC. ("Borrower"), a Massachusetts corporation, each of the banks or other
--------
lending institutions which is a party hereto (individually, each a "Lender", and
------
collectively the "Lenders") and BANK OF AMERICA, N.A., as administrative agent
-------
for the Lenders (in such capacity, the "Administrative Agent").
--------------------
RECITALS:
Borrower, the Administrative Agent and the Lenders have entered into that
certain Amended and Restated Credit Agreement dated as of July 15, 1999 (as
amended, restated, or modified from time to time, the "Credit Agreement").
----------------
Borrower, Administrative Agent and the Lenders now desire to amend the Credit
Agreement and the Lenders have agreed to a limited waiver of the Credit
Agreement as set forth herein.
NOW, THEREFORE, BE IT RESOLVED, THAT, in consideration of the premises
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE 1
Definitions
-----------
Section 1.1 Definitions. Capitalized terms used in this Waiver, to the
-----------
extent not otherwise defined herein, shall have the same meanings as in the
Credit Agreement, as amended hereby.
ARTICLE 2
Limited Waiver
--------------
Section 2.1 Waiver. The Administrative Agent and the Required Lenders,
------
subject to the terms and conditions set forth herein, hereby waive, until June
30, 2000, compliance with subsection 12.3(ii) of the Credit Agreement, and
-------------------
hereby agree to forbear until June 30, 2000, from exercising its rights,
remedies, powers and privileges ("Rights") arising by reason of Borrower's
------
failure to comply with subsection 12.3(ii) of the Credit Agreement.
-------------------
Notwithstanding anything to the contrary in the Credit Agreement, the Lenders
hereby agree that failure to comply with subsection 12.3(ii) shall not be a
-------------------
Default or Event of Default at any time prior to June 30, 2000.
Section 2.2 Limitation of Waiver. The waiver and forbearance granted in
--------------------
Section 2.1 of this Waiver shall be limited strictly as written and shall not be
deemed to constitute a waiver of, or any consent to noncompliance with, any term
or provision of any Loan Document (including strict compliance with such
subsection 12.3(ii) at all times on or after June 30, 2000) except as expressly
-------------------
set forth herein. Further, the waiver and forbearance granted in Section 2.1 of
this Waiver shall not constitute a waiver of any other Default arising as a
result of the
1
violation of any other term or provision of any Loan Document, or a waiver of
any Rights arising as a result of any such other Defaults.
ARTICLE 3
Conditions Precedent
--------------------
Section 3.1 Conditions. The effectiveness of this Waiver is subject to
----------
the satisfaction of the following conditions precedent:
(a) The representations and warranties contained herein and in all
other Loan Documents, as amended hereby, shall be true and correct in all
material respects as of the date hereof as if made on the date hereof,
except for such representations and warranties limited by their terms to a
specific date;
(b) After giving effect to this Amendment, no Default or Event of
Default shall have occurred and be continuing;
(c) Borrower shall have delivered to the Administrative Agent an
executed original copy of this Waiver;
(d) Borrower shall have paid to the Administrative Agent and each
Lender executing this Waiver all fees, costs and expenses owed to and/or
incurred by each of the Administrative Agent and each such Lender arising
in connection with this Waiver, including, without limitation, (i) a waiver
fee to each Lender that delivers to Administrative Agent an executed
counterpart of this Waiver by actual delivery (or facsimile) by no later
than 12:00 p.m., Massachusetts time, May 8, 2000, in an amount equal to ten
(10) basis points of the amount of each such Lender's Commitments, and (ii)
the reasonable fees, costs and expenses of the Administrative Agent's legal
counsel, Jenkens & ▇▇▇▇▇▇▇▇▇, a Professional Corporation; and
(e) All proceedings taken in connection with the transactions
contemplated by this Waiver and all documentation and other legal matters
incident thereto shall be satisfactory to (i) the Administrative Agent,
(ii) the Required Lenders and (iii) the Administrative Agent's legal
counsel, Jenkens & ▇▇▇▇▇▇▇▇▇, a Professional Corporation.
ARTICLE 4
Ratifications, Representations and Warranties
---------------------------------------------
Section 4.1 Ratifications. The terms and provisions set forth in this
-------------
Waiver shall modify and supersede all inconsistent terms and provisions set
forth in the Credit Agreement and, except as expressly modified and superseded
by this Waiver, the terms and provisions of the Credit Agreement and the other
Loan Documents are ratified and confirmed and shall continue in full force and
effect. Borrower, the Administrative Agent and the Lenders agree that the
Credit Agreement as modified hereby and the other Loan Documents shall continue
to be legal, valid, binding and enforceable in accordance with their respective
terms.
2
Section 4.2 Representations and Warranties. Borrower hereby represents
------------------------------
and warrants to the Administrative Agent and the Lenders that (i) the execution,
delivery and performance of this Waiver and any and all other Loan Documents
executed and/or delivered in connection herewith have been authorized by all
requisite action on the part of Borrower and will not violate the articles of
incorporation or bylaws of Borrower; (ii) the representations and warranties
contained in the Credit Agreement, as modified hereby, and any other Loan
Document are true and correct on and as of the date hereof as though made on and
as of the date hereof (except to the extent that such representations and
warranties were expressly, in the Credit Agreement, made only in reference to a
specific date); (iii) after giving effect to this Waiver, no Default or Event of
Default has occurred and is continuing; and (iv) Borrower is in full compliance
with all covenants and agreements contained in the Credit Agreement, as modified
hereby, and the other Loan Documents.
ARTICLE 5
Miscellaneous
-------------
Section 5.1 Survival of Representations and Warranties. All
------------------------------------------
representations and warranties made in this Waiver or any other Loan Document
including any Loan Document furnished in connection with this Waiver shall
survive the execution and delivery of this Waiver and the other Loan Documents,
and no investigation by the Administrative Agent or any Lender shall affect the
representations and warranties or the right of the Administrative Agent or any
Lender to rely upon them.
Section 5.2 Reference to Credit Agreement. Each of the Loan Documents,
-----------------------------
including the Credit Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit Agreement as modified hereby, are hereby
amended so that any reference in such Loan Documents to the Credit Agreement
shall mean a reference to the Credit Agreement as modified hereby.
Section 5.3 Severability. Any provision of this Waiver held by a court of
------------
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Waiver and the effect thereof shall be confined
to the provision so held to be invalid or unenforceable.
Section 5.4 Applicable Law. THIS WAIVER SHALL BE GOVERNED BY AND
--------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND
THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
Section 5.5 Successors and Assigns. This Waiver is binding upon and shall
----------------------
inure to the benefit of the Administrative Agent, the Lenders, and Borrower and
their respective successors and assigns, except Borrower may not assign or
transfer any of its rights or obligations hereunder without the prior written
consent of all the Lenders.
Section 5.6 Counterparts. This Waiver may be executed in one or more
------------
counterparts, and on telecopy counterparts each of which when so executed shall
be deemed to be an original,
3
but all of which when taken together shall constitute one and the same
agreement.
Section 5.7 Effect of Waiver. No consent or waiver, express or implied,
----------------
by the Administrative Agent or any Lender to or for any breach of or deviation
from any covenant, condition or duty by Borrower or any Loan Party shall be
deemed a consent or waiver to or of any other breach of the same or any other
covenant, condition or duty.
Section 5.8 Headings. The headings, captions, and arrangements used in
--------
this Waiver are for convenience only and shall not affect the interpretation of
this Waiver.
Section 5.9 ENTIRE AGREEMENT. THIS WAIVER AND ALL OTHER INSTRUMENTS,
----------------
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS WAIVER
EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY
AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS,
WHETHER WRITTEN OR ORAL, RELATING TO THIS WAIVER, AND MAY NOT BE CONTRADICTED OR
VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE
PARTIES HERETO.
[Page break intentional; signature pages follow.]
4
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Waiver effective as of the date first written above.
BORROWER:
--------
RENAISSANCE WORLDWIDE, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Title: EVP of Finance, CFO and Treasurer
--------------------------------------
LENDERS:
-------
BANK OF AMERICA, N.A.,
as the Administrative Agent and as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Title: Managing Director
--------------------------------------
GMAC COMMERCIAL CREDIT LLC (formerly BNY Factoring
LLC),
as the Syndication Agent and as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Title: SVP
--------------------------------------
CITIZENS BANK OF MASSACHUSETTS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------------
Title: Senior Vice President
--------------------------------------
THE CIT GROUP / BUSINESS CREDIT, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
---------------------------------------
Title: AVP/AE
--------------------------------------
DEBIS FINANCIAL SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------------
Title: President, ABL Division
--------------------------------------
FINOVA CAPITAL CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
NATIONAL BANK OF CANADA
By:_________________________________________
Name:_______________________________________
Title:______________________________________
PNC BUSINESS CREDIT
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Title: Vice President
--------------------------------------
▇▇▇▇▇▇▇ BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Title: Vice President
--------------------------------------
REAFFIRMATION OF GUARANTY AND PLEDGE AND SECURITY AGREEMENT
-----------------------------------------------------------
Each of the undersigned hereby (i) consents to the execution and delivery
of the Limited Waiver of the Amended and Restated Credit Agreement to which this
Reaffirmation of Guaranty and Pledge and Security Agreement is attached (the
"Waiver") by the parties thereto, (ii) agrees that the Waiver shall not limit or
------
diminish the obligations of each of the undersigned under that certain
Subsidiary Guaranty dated as of February 24, 1999 (as amended, the "Guaranty"),
--------
or under that certain Pledge and Security Agreement dated as of February 24,
1999 (as amended, the "Pledge and Security Agreement"), executed or joined in by
-----------------------------
each of the undersigned and delivered to the Administrative Agent, (iii)
reaffirms its obligations under each of the Guaranty and the Pledge and Security
Agreement, and (iv) agrees that each of the Guaranty and the Pledge and Security
Agreement remains in full force and effect and is hereby ratified and confirmed.
Dated effective as of March 25, 2000.
THE HUNTER GROUP, INC.
THE HUNTER GROUP INTERNATIONAL, INC.
THE MANAGEMENT DECISIONS GROUP, INC.
NEOGLYPHICS MEDIA CORPORATION
RENAISSANCE GOVERNMENT SOLUTIONS, INC.
RENAISSANCE WORLDWIDE INTERNATIONAL
HOLDINGS, INC.
RENAISSANCE WORLDWIDE IT CONSULTING
SERVICES, INC.
STERLING INFORMATION GROUP, INC.
TRI SECURITIES CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------
Title: Vice President for each of the foregoing
ARI NATIONAL COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------------
Title: Sole Trustee
This Reaffirmation of Guaranty and Pledge and Security
Agreement is executed on behalf of ARI National Company
by its sole trustee as sole trustee and not
individually, and the obligations of ARI National
Company hereunder are not binding upon any of ARI
National Company's sole trustee, officers or
shareholders or any of them individually but are
binding only upon the assets and property of ARI
National Company. The Agreement and Declaration of
Trust of ARI National Company is on file with the
Secretary of the Commonwealth of Massachusetts.