AMENDMENT NUMBER 1 TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NUMBER 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Amendment"), dated as of September 30, 2003, is entered into by HUDSON
HIGHLAND GROUP, INC., a Delaware corporation ("Parent"), and each of Parent's
Subsidiaries identified on the signature pages hereof (such Subsidiaries,
together with Parent, are referred to hereinafter each individually as a
"Borrower", and individually and collectively, jointly and severally, as
"Borrowers"), WELLS FARGO FOOTHILL, INC. (formerly known as FOOTHILL CAPITAL
CORPORATION), a California corporation, as the arranger and administrative agent
for the Lenders ("Agent"), and the lenders identified on the signature pages
hereof (such lenders, together with their respective successors and assigns, are
referred to hereinafter each individually as a "Lender" and collectively as the
"Lenders"), in light of the following:
W I T N E S S E T H
WHEREAS, Borrowers, Agent and Lenders are parties to that certain Amended
and Restated Loan and Security Agreement, dated as of June 25, 2003 (as amended,
restated, supplemented, or modified from time to time, the "Loan Agreement");
and
WHEREAS, Borrowers have requested that the Loan Agreement be amended to
include certain Bank Products (as defined below) extended to Borrowers by Wells
Fargo Bank, N.A., or any of its affiliates; and
WHEREAS, subject to the satisfaction of the conditions set forth herein,
Agent and Lenders are willing to so consent to the amendment of the Loan
Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to amend the
Loan Agreement as follows:
1. DEFINITIONS Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Loan Agreement, as amended
hereby.
2. AMENDMENTS TO LOAN AGREEMENT
(a) Section 1.1 of the Loan Agreement is hereby amended by adding the
following defined terms in proper alphabetical order or amending and restating
the following definitions in their entirety, as the case may be:
"ACH Transactions" means any cash management or related services (including
the Automated Clearing House processing of electronic funds transfers through
the direct Federal Reserve Fedline system) provided by Wells Fargo or its
Affiliates for the account of a Borrower or its Subsidiaries.
"Adjusted EBITDA" means, with respect to any fiscal period, Parent's and
its Subsidiaries' consolidated net earnings (or loss), minus extraordinary
gains, plus (a) interest expense, (b) income taxes, (c) depreciation, (d)
amortization, (e) restructuring charges for the Highland Partners line of
business not to exceed $12,000,000 in the aggregate, (f) write-offs of bad debt
receivables that (i) relate to receivables that existed prior to the Spin-Off
and (ii) are written off on or before September 30, 2003, and (g) write-offs of
goodwill taken in accordance with accounting principles for such period, as
determined in accordance with GAAP.
"Availability" means, as of any date of determination, if such date is a
Business Day, and determined at the close of business on the immediately
preceding Business Day, if such date of determination is not a Business Day, the
amount that Borrowers are entitled to borrow as Advances under Section 2.1
(after giving effect to all then outstanding Obligations (other than Bank
Products Obligations) and all sublimits and reserves applicable hereunder).
"Bank Product Agreements" means those certain cash management service
agreements entered into from time to time by a Borrower or Borrowers or any of
its or their Subsidiaries in connection with any of the Bank Products.
"Bank Product Obligations" means all obligations, liabilities, contingent
reimbursement obligations, fees, and expenses owing by Borrowers or their
Subsidiaries to Wells Fargo or its Affiliates pursuant to or evidenced by the
Bank Product Agreements and irrespective of whether for the payment of money,
whether direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising, and including all such amounts that Borrowers are
obligated to reimburse to Lenders or any Lender as a result of Lenders or any
Lender purchasing participations or executing indemnities or reimbursement
obligations with respect to the Bank Products provided to Borrowers or their
Subsidiaries pursuant to the Bank Product Agreements.
"Bank Products" means any service or facility extended to a Borrower or its
Subsidiaries by Wells Fargo or any Affiliate of Wells Fargo including: (a)
credit cards, (b) credit card processing services, (c) debit cards, (d) purchase
cards, (e) ACH Transactions, (f) cash management, including controlled
disbursement, accounts or services, or (g) Hedge Agreements.
"Bank Product Reserves" means, as of any date of determination, the amount
of reserves that Agent has established (based upon Wells Fargo's or its
Affiliate's reasonable determination of the credit exposure in respect of then
extant Bank Products) for Bank Products then provided or outstanding.
"Hedge Agreement" means any and all transactions, agreements, or documents
now existing or hereafter entered into between a Borrower or its Subsidiaries
and Wells Fargo or its Affiliates, which provide for an interest rate, credit,
commodity or equity swap, cap, floor, collar, forward foreign exchange
transaction, currency swap, cross currency rate swap, currency option, or any
combination of, or option with respect to, these or similar transactions, for
the purpose of hedging such Borrower's or its Subsidiaries' exposure to
fluctuations in interest or exchange rates, loan, credit exchange, security or
currency valuations or commodity prices.
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"Line Block" means (a) $20,000,000 less (b) any Commitment or aggregate
Commitments successfully syndicated by Foothill to another Lender or Lenders up
to a maximum amount, in the aggregate, of $20,000,000.
"Loan Documents" means this Agreement, the Bank Product Agreements, the
Cash Management Agreements, the Control Agreements, the Due Diligence Letter,
the Fee Letter, the Guaranties, the Letters of Credit, the Officers'
Certificate, the Stock Pledge Agreement, the Trademark Security Agreement, the
Intercompany Subordination Agreement, the UK Security Documents, the Subsidiary
Documents, the Australian Security Documents, the Canadian Security Documents,
any note or notes executed by a Borrower in connection with this Agreement and
payable to a member of the Lender Group, and any other agreement entered into,
now or in the future, by any Borrower and the Lender Group in connection with
this Agreement.
"Maximum Revolver Amount" means an amount equal to (i) $50,000,000 less
(ii) at such times as it is in effect, the Line Block.
"Obligations" means (a) all loans, Advances, debts, principal, interest
(including any interest that, but for the provisions of the Bankruptcy Code,
would have accrued), contingent reimbursement obligations with respect to
outstanding Letters of Credit, premiums, liabilities (including all amounts
charged to Borrowers' Loan Account pursuant hereto), obligations, fees
(including the fees provided for in the Fee Letter), charges, costs, Lender
Group Expenses (including any fees or expenses that, but for the provisions of
the Bankruptcy Code, would have accrued), lease payments, guaranties, covenants,
and duties of any kind and description owing by Borrowers to the Lender Group
pursuant to or evidenced by the Loan Documents and irrespective of whether for
the payment of money, whether direct or indirect, absolute or contingent, due or
to become due, now existing or hereafter arising, and including all interest not
paid when due and all Lender Group Expenses that Borrowers are required to pay
or reimburse by the Loan Documents, by law, or otherwise, and (b) all Bank
Product Obligations. Any reference in this Agreement or in the Loan Documents to
the Obligations shall include all amendments, changes, extensions,
modifications, renewals replacements, substitutions, and supplements, thereto
and thereof, as applicable, both prior and subsequent to any Insolvency
Proceeding.
(b) Section 2.1(a)(z) of the Loan Agreement is hereby amended and restated
in its entirety as follows:
"(z) the sum of (i) the Bank Products Reserve, and (ii) the aggregate
amount of reserves, if any, established by Agent under Section 2.1(b)."
(c) Section 2.4(b)(i) of the Loan Agreement is hereby amended and restated
in its entirety as follows:
"(i) Except as otherwise provided with respect to Defaulting Lenders
and except as otherwise provided in the Loan Documents (including letter
agreements between Agent and individual Lenders), aggregate principal and
interest payments shall be apportioned ratably among the Lenders (according
to the unpaid principal balance of the Obligations to which such payments
relate held by each Lender) and payments of fees and expenses (other than
fees or
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expenses that are for Agent's separate account, after giving effect to any
letter agreements between Agent and individual Lenders) shall be
apportioned ratably among the Lenders having a Pro Rata Share of the type
of Commitment or Obligation to which a particular fee relates. All payments
shall be remitted to Agent and all such payments (other than payments
received while no Default or Event of Default has occurred and is
continuing and which relate to the payment of principal or interest of
specific Obligations or which relate to the payment of specific fees), and
all proceeds of Accounts or other Collateral received by Agent, shall be
applied as follows:
(A) first, to pay any Lender Group Expenses then due to Agent
under the Loan Documents, until paid in full,
(B) second, to pay any Lender Group Expenses then due to the
Lenders under the Loan Documents, on a ratable basis, until paid in
full,
(C) third, to pay any fees then due to Agent (for its separate
accounts, after giving effect to any letter agreements between Agent
and the individual Lenders) under the Loan Documents until paid in
full,
(D) fourth, to pay any fees then due to any or all of the Lenders
(after giving effect to any letter agreements between Agent and
individual Lenders) under the Loan Documents, on a ratable basis,
until paid in full,
(E) fifth, to pay interest due in respect of all Agent Advances,
until paid in full,
(F) sixth, ratably to pay interest due in respect of the Advances
(other than Agent Advances) and the Swing Loans until paid in full,
(G) seventh, to pay the principal of all Agent Advances until
paid in full,
(H) eighth, to pay the principal of all Swing Loans until paid in
full,
(I) ninth, so long as no Event of Default has occurred and is
continuing, and at Agent's election, to pay amounts then due and owing
by Borrowers or their Subsidiaries in respect of Bank Products, until
paid in full,
(J) tenth, so long as no Event of Default has occurred and is
continuing, to pay the principal of all Advances until paid in full,
(K) eleventh, if an Event of Default has occurred and is
continuing, ratably (i) to pay the principal of all Advances until
paid in full, and (ii) to Agent, to be held by Agent, for the benefit
of Wells Fargo or its Affiliates, as applicable, as cash collateral in
an amount up to the amount of the Bank Products Reserve established
prior to the occurrence of, and not in contemplation of, the subject
Event of Default until Borrowers' and their Subsidiaries' obligations
in respect of the then extant Bank Products have been paid in full or
the cash collateral amount has been exhausted,
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(L) twelfth, if an Event of Default has occurred and is
continuing, to Agent, to be held by Agent, for the ratable benefit of
Issuing Lender and Lenders as cash collateral in an amount up to 105%
of the then extant Letter of Credit Usage until paid in full,
(M) thirteenth, to pay any other Obligations until paid in full,
and
(N) fourteenth, to Borrowers (to be wired to the Designated
Account) or such other Person entitled thereto under applicable law."
(d) Section 2.5 of the Loan Agreement is hereby amended and restated in its
entirety as follows:
"If, at any time or for any reason, the amount of Obligations (other
than Bank Product Obligations) owed by Borrowers to the Lender Group
pursuant to Sections 2.1 and 2.12 is greater than either the Dollar or
percentage limitations set forth in Sections 2.1, 2.2 or 2.12, (an
"Overadvance"), Borrowers immediately shall pay to Agent, in cash, the
amount of such excess, which amount shall be used by Agent to reduce the
Obligations in accordance with the priorities set forth in Section 2.4(b).
In addition, Borrowers hereby promise to pay the Obligations (including
principal, interest, fees, costs, and expenses) in Dollars in full to the
Lender Group as and when due and payable under the terms of this Agreement
and the other Loan Documents."
(e) Section 2.6(a) of the Loan Agreement is hereby amended and restated in
its entirety as follows:
"(a) Interest Rates. Except as provided in clause (c) below, all
Obligations (except for undrawn Letters of Credit and except for Bank
Product Obligations) that have been charged to the Loan Account pursuant to
the terms hereof shall bear interest on the Daily Balance thereof as
follows (i) if the relevant Obligation is an Advance that is a LIBOR Rate
Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate
Margin, and (ii) otherwise, at a per annum rate equal to the Base Rate plus
the Base Rate Margin.
The foregoing notwithstanding, at no time shall any portion of the
Obligations (other than undrawn Letters of Credit and Bank Product
Obligations) bear interest on the Daily Balance thereof at a per annum rate
less than 4.25%. To the extent that interest accrued hereunder at the rate
set forth herein would be less than the foregoing minimum daily rate, the
interest rate chargeable hereunder for such day automatically shall be
deemed increased to the minimum rate."
(f) Section 2.6(c)(i) of the Loan Agreement is hereby amended and restated
in its entirety as follows:
"(i) all Obligations (except for undrawn Letters of Credit and except
for Bank Product Obligations) that have been charged to the Loan Account
pursuant to the terms hereof shall bear interest on the Daily Balance
thereof at a per annum rate equal to 4 percentage points above the per
annum rate otherwise applicable hereunder, and"
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(g) Section 2.6(d) of the Loan Agreement is hereby amended and restated in
its entirety as follows:
"(d) Payment. Interest, Letter of Credit fees, and all other fees
payable hereunder shall be due and payable, in arrears, on the first day of
each month at any time that Obligations or Commitments are outstanding.
Borrowers hereby authorize Agent, from time to time, without prior notice
to Borrowers, to charge such interest and fees, all Lender Group Expenses
(as and when incurred), the charges, commissions, fees, and costs provided
for in Section 2.12(e) (as and when accrued or incurred), the fees and
costs provided for in Section 2.11 (as and when accrued or incurred), and
all other payments as and when due and payable under any Loan Document
(including any amounts due and payable to Wells Fargo or its Affiliates in
respect of Bank Products up to the amount of the then extant Bank Products
Reserve) to Borrowers' Loan Account, which amounts thereafter constitute
Advances hereunder and shall accrue interest at the rate then applicable to
Advances hereunder. Any interest not paid when due shall be compounded by
being charged to Borrowers' Loan Account and shall thereafter constitute
Advances hereunder and shall accrue interest at the rate then applicable to
Advances that are Base Rate Loans hereunder."
(h) Section 2.10 of the Loan Agreement is hereby amended and restated in
its entirety as follows:
"Agent shall maintain an account on its books in the name of Borrowers
(the "Loan Account") on which Borrowers will be charged with all Advances
(including Agent Advances and Swing Loans) made by Agent, Swing Lender, or
the Lenders to Borrowers or for Borrowers' account, the Letters of Credit
issued by Issuing Lender for Borrowers' account, and with all other payment
Obligations hereunder or under the other Loan Documents (except for Bank
Product Obligations), including, accrued interest, fees and expenses, and
Lender Group Expenses. In accordance with Section 2.8, the Loan Account
will be credited with all payments received by Agent from Borrowers or for
Borrowers' account, including all amounts received in the Agent's Account
from any Cash Management Bank. Agent shall render statements regarding the
Loan Account to Administrative Borrower, including principal, interest,
fees, and including an itemization of all charges and expenses constituting
Lender Group Expenses owing, and such statements shall be presumed to be
correct and accurate and constitute an account stated between Borrowers and
the Lender Group absent manifest error unless, within 30 days after receipt
thereof by Administrative Borrower, Administrative Borrower shall deliver
to Agent written objection thereto describing the error or errors contained
in any such statements."
(i) Sections 3.5(c) and 3.5(d) of the Loan Agreement are hereby amended and
restated in their entirety as follows:
"(b) within ninety (90) days of the Activation Date, Borrowers shall
obtain Collateral Access Agreements with respect to premises occupied by HH
Canada at 40 King Street West, Suite 3200, Toronto, and by HH Australia at
16 Angel Place, 123 Pitt Street, Sydney;
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(c) on or before October 27, 2003, Borrowers shall obtain a Collateral
Access Agreement with respect to premises occupied by HH Australia at 333
Collins Street, Melbourne; and
(d) on or before December 1, 2003, Agent shall have received statutory
searches for all Canadian jurisdictions in which Borrowers and Collateral
may be located, the results of which searches show the recording of Agent's
security interests and otherwise shall be satisfactory to Agent in its
Permitted Discretion."
(j) Section 3.6 of the Loan Agreement is hereby amended and restated in its
entirety as follows:
"On the date of termination of this Agreement, all Obligations
(including contingent reimbursement obligations of Borrowers with respect
to any outstanding Letters of Credit and including all Bank Products
Obligations) immediately shall become due and payable without notice or
demand (including (a) either (i) providing cash collateral to be held by
Agent in an amount equal to 105% of the then extant Letter of Credit Usage,
or (ii) causing the original Letters of Credit to be returned to Agent, and
(b) providing cash collateral to be held by Agent for the benefit of Wells
Fargo or its Affiliates with respect to the then extant Bank Products
Obligations). No termination of this Agreement, however, shall relieve or
discharge Borrowers of their duties, Obligations, or covenants hereunder
and the Agent's Liens in the Collateral shall remain in effect until all
Obligations have been fully and finally discharged and the Lender Group's
obligations to provide additional credit hereunder have been terminated.
When this Agreement has been terminated and all of the Obligations have
been fully and finally discharged and the Lender Group's obligations to
provide additional credit under the Loan Documents have been terminated
irrevocably, Agent will, at Borrowers' sole expense, execute and deliver
any UCC and PPSA termination statements, lien releases, mortgage releases,
re-assignments of trademarks, discharges of security interests, and other
similar discharge or release documents (and, if applicable, in recordable
form) as are reasonably necessary to release, as of record, the Agent's
Liens and all notices of security interests and liens previously filed by
Agent with respect to the Obligations."
(k) Section 3.7 of the Loan Agreement is hereby amended and restated in its
entirety as follows:
"Borrowers have the option, at any time upon 90 days prior written
notice by Administrative Borrower to Agent, to terminate this Agreement by
paying to Agent, for the benefit of the Lender Group, in cash, the
Obligations (including (a) either (i) providing cash collateral to be held
by Agent in an amount equal to 105% of the then extant Letter of Credit
Usage, or (ii) causing the original Letters of Credit to be returned to the
Issuing Lender, and (b) providing cash collateral to be held by Agent for
the benefit of Wells Fargo or its Affiliates with respect to the then
extant Bank Products Obligations), in full, together with the Applicable
Prepayment Premium (to be allocated based upon letter agreements between
Agent and individual Lenders). If Administrative Borrower has sent a notice
of termination pursuant to the provisions of this Section, then the
Commitments shall terminate and Borrowers shall be obligated to repay the
Obligations (including (a) either (i) providing cash collateral to be held
by
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Agent in an amount equal to 105% of the then extant Letter of Credit Usage,
or (ii) causing the original Letters of Credit to be returned to the
Issuing Lender, and (b) providing cash collateral to be held by Agent for
the benefit of Wells Fargo or its Affiliates with respect to the then
extant Bank Products Obligations), in full, together with the Applicable
Prepayment Premium, on the date set forth as the date of termination of
this Agreement in such notice. In the event of the termination of this
Agreement and repayment of the Obligations at any time prior to the
Maturity Date, for any other reason, including (a) termination upon the
election of the Required Lenders to terminate after the occurrence of an
Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the
Collateral in any Insolvency Proceeding, or (d) restructure, reorganization
or compromise of the Obligations by the confirmation of a plan of
reorganization, or any other plan of compromise, restructure, or
arrangement in any Insolvency Proceeding, then, in view of the
impracticability and extreme difficulty of ascertaining the actual amount
of damages to the Lender Group or profits lost by the Lender Group as a
result of such early termination, and by mutual agreement of the parties as
to a reasonable estimation and calculation of the lost profits or damages
of the Lender Group, Borrowers shall pay the Applicable Prepayment Premium
to Agent (to be allocated based upon letter agreements between Agent and
individual Lenders), measured as of the date of such termination."
(l) Section 7.20(a)(i) of the Loan Agreement is hereby amended and restated
in its entirety as follows:
"(i) Minimum Adjusted EBITDA. Adjusted EBITDA, measured on a month-end
or quarter-end basis as set forth below, of not less than the required
amount set forth in the following table (in thousands) for the applicable
month set forth opposite thereto;
- ---------------------------- -------------------------
Applicable Applicable Amount
Month 2003
- ---------------------------- -------------------------
April ($7,425)
- ---------------------------- -------------------------
May ($11,547)
- ---------------------------- -------------------------
June ($11,000)
- ---------------------------- -------------------------
July ($21,720)
- ---------------------------- -------------------------
August ($28,519)
- ---------------------------- -------------------------
September ($25,121)
- ---------------------------- -------------------------
October ($28,721)
- ---------------------------- -------------------------
November ($30,990)
- ---------------------------- -------------------------
December ($33,554)
- ---------------------------- -------------------------
Adjusted EBITDA shall be determined: (a) from the Closing Date until the
date of determination for the first twelve calendar months occurring after
the Closing Date, on a trailing basis for the number of full calendar
months elapsed since the Closing Date, and (b) thereafter on a trailing
twelve-month basis. Prior to the first month-end occurring on or after the
Activation Date,
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Adjusted EBITDA shall be measured (x) on a month-end basis at all times
that the Account Report Base is less than $20,000,000 and (y) on a
quarter-end basis at all other times. From and after the first month-end
occurring on or after the Activation Date, Adjusted EBITDA shall be
measured (x) on a month-end basis at all times that the Account Report Base
is less than $30,000,000 and (y) on a quarter-end basis at all other times.
Agent shall establish required minimum amounts for periods ending after
December 31, 2003 on the basis of 80% of projections of Adjusted EBITDA
earnings or 120% of Adjusted EBITDA losses for such periods delivered by
Borrower and accepted by Agent in its Permitted Discretion."
3. CONDITIONS PRECEDENT TO THIS AMENDMENT. The satisfaction of each of the
following shall constitute conditions precedent to the effectiveness of this
Amendment and each and every provision hereof:
(a) The representations and warranties in the Loan Agreement and the other
Loan Documents shall be true and correct in all respects on and as of the date
hereof, as though made on such date (except to the extent that such
representations and warranties relate solely to an earlier date);
(b) Agent shall have received the reaffirmation and consent of each
Guarantor, attached hereto as Exhibit A, duly executed and delivered by an
authorized official of such Guarantor;
(c) No Default or Event of Default shall have occurred and be continuing on
the date hereof or as of the date of the effectiveness of this Amendment; and
(d) No injunction, writ, restraining order, or other order of any nature
prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any
Governmental Authority against any Borrower, any Guarantor, Agent, or any
Lender.
4. CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF NEW YORK.
5. ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and the terms and
provisions hereof, constitute the entire agreement among the parties pertaining
to the subject matter hereof and supersede any and all prior or contemporaneous
amendments relating to the subject matter hereof. Except for the amendments to
the Loan Agreement expressly set forth in Section 2 hereof, the Loan Agreement
and other Loan Documents shall remain unchanged and in full force and effect. To
the extent any terms or provisions of this Amendment conflict with those of the
Loan Agreement or other Loan Documents, the terms and provisions of this
Amendment shall control. This Amendment is a Loan Document.
6. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Amendment by
signing any such
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counterpart. Delivery of an executed counterpart of this Amendment by
telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Amendment. Any party delivering an executed counterpart of
this Amendment by telefacsimile also shall deliver an original executed
counterpart of this Amendment, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Amendment.
7. MISCELLANEOUS
(a) Upon the effectiveness of this Amendment, each reference in the Loan
Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like
import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.
(b) Upon the effectiveness of this Amendment, each reference in the Loan
Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or words
of like import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered as of the date first written above.
HUDSON HIGHLAND GROUP, INC.,
as Parent and a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
HUDSON GLOBAL RESOURCES AMERICA, INC.,
fka HUDSON HIGHLAND GROUP GLOBAL
RESOURCES AMERICA, INC.,
as a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
HUDSON GLOBAL RESOURCES HOLDINGS, INC.,
fka HUDSON HIGHLAND GROUP GLOBAL
RESOURCES HOLDINGS, INC., as a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
HUDSON GLOBAL RESOURCES MANAGMENT, INC.,
fka HUDSON HIGHLAND GROUP GLOBAL
RESOURCES MANAGEMENT, INC., as a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
HUDSON GLOBAL RESOURCES LIMITED,
as a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
HIGHLAND PARTNERS LIMITED, as a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
HUDSON GLOBAL RESOURCES (AUST) PTY LTD.,
as a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
HUDSON TRADE & INDUSTRIAL SERVICES PTY LTD.,
as a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
HUDSON TRADE & INDUSTRIAL SOLUTIONS PTY LTD.,
as a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
HUDSON GLOBAL RESOURCES (NEWCASTLE) PTY LTD.,
as a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
HIGHLAND PARTNERS (AUST) PTY LTD., as a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
HUDSON HIGHLAND GROUP SEARCH, INC., as a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
JAMES BOTRIE AND ASSOCIATES INC., as a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
HIGHLAND PARTNERS CO. (CANADA), fka 3057313 NOVA
SCOTIA COMPANY, as a Borrower
By: /s/ Steven B. London
--------------------------------
Title: VP Global Treasurer
--------------------------------
WELLS FARGO FOOTHILL, INC.,
as Agent and as a Lender
By: /s/
--------------------------------
Title: AVP
--------------------------------
Exhibit A
REAFFIRMATION AND CONSENT
All capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed to them in that certain Amended and Restated Loan and
Security Agreement by and among HUDSON HIGHLAND GROUP, INC., a Delaware
corporation ("Parent"), and each of Parent's Subsidiaries identified on the
signature pages thereto (such Subsidiaries, together with Parent, are referred
to hereinafter each individually as a "Borrower", and individually and
collectively, jointly and severally, as "Borrowers"), WELLS FARGO FOOTHILL, INC.
(formerly known as FOOTHILL CAPITAL CORPORATION), a California corporation, as
the arranger and administrative agent for the Lenders ("Agent"), and the lenders
identified on the signature pages thereto (such lenders, together with their
respective successors and assigns, are referred to hereinafter each individually
as a "Lender" and collectively as the "Lenders"), dated as of June 25, 2003 (as
amended, restated, supplemented or otherwise modified, the "Loan Agreement"), or
in Amendment Number 1 to Amended and Restated Loan and Security Agreement, dated
as of September 30, 2003 (the "Amendment"), among Borrowers, Agent and Lenders.
The undersigned each hereby (a) represent and warrant to Agent and Lenders that
the execution, delivery, and performance of this Reaffirmation and Consent are
within its powers, have been duly authorized by all necessary action, and are
not in contravention of any law, rule, or regulation, or any order, judgment,
decree, writ, injunction, or award of any arbitrator, court, or governmental
authority, or of the terms of its charter or bylaws, or of any contract or
undertaking to which it is a party or by which any of its properties may be
bound or affected; (b) consents to the transactions contemplated by the
Amendment; (c) acknowledges and reaffirms its obligations owing to Agent and
Lenders under any Loan Documents to which it is a party; and (d) agrees that
each of the Loan Documents to which it is a party is and shall remain in full
force and effect. Although each of the undersigned has been informed of the
matters set forth herein and has acknowledged and agreed to same, it understands
that Agent and Lenders have no obligations to inform it of such matters in the
future or to seek its acknowledgment or agreement to future amendments, and
nothing herein shall create such a duty. Delivery of an executed counterpart of
this Reaffirmation and Consent by telefacsimile shall be equally as effective as
delivery of an original executed counterpart of this Reaffirmation and Consent.
Any party delivering an executed counterpart of this Reaffirmation and Consent
by telefacsimile also shall deliver an original executed counterpart of this
Reaffirmation and Consent but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed
by the laws of the State of New York.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the undersigned have each caused this Reaffirmation and
Consent to be executed as of the date of the Amendment.
People.com Consultants, Inc.
People.com Technology Partners, Inc.
Hudson Highland Group Holdings International, Inc.
Cornell Technical Services, Inc.
Hudson Highland (APAC) Pty Limited
Morgan & Banks Holdings Australasia Pty Limited
Highland HoldCo (Aust) Pty Ltd.
MORGAN & BANKS MANAGEMENT SERVICES PTY LIMITED
Hudson Global Resources (NZ) Ltd.
M&B Holdco NZ
Highland HoldCo (NZ)
Highland Partners (NZ) Limited
By: _____________________________
Title: _____________________________
Highland Partners SA/NV
By: _____________________________
Title: _____________________________
De Witte & Morel Global Resources NV/SA
By: _____________________________
Title: _____________________________
Highland Partners SARL
By: _____________________________
Title: _____________________________
Hudson Global Resources SAS
By: _____________________________
Title: _____________________________
Highland Partners Holding BV
By: _____________________________
Title: _____________________________
Hudson Group Holdings BV
By: _____________________________
Title: _____________________________