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Exhibit 10.2
AMENDMENT NO. 4
TO
THIRD AMENDED AND RESTATED ACCOUNTS RECEIVABLE
MANAGEMENT AND SECURITY AGREEMENT
THIS AMENDMENT NO. 4 (this "Amendment") is entered into as of June 30,
2000, by and among TMP Worldwide Inc., a Delaware corporation ("Borrower"), GMAC
COMMERCIAL CREDIT LLC as successor to BNY Financial Corporation ("GMACCC"), each
of the financial institutions party thereto (GMACCC and each of such other
financial institutions, collectively, the "Lenders") and GMACCC as agent for the
Lenders (GMACCC in such capacity, the "Agent").
BACKGROUND
Pursuant to a Third Amended and Restated Accounts Receivable Management
and Security Agreement dated as of November 5, 1998 (as the same has been or
will be further amended, supplemented or otherwise modified from time to time,
the "Loan Agreement") by and among Borrower, Agent and Lenders, Agent and
Lenders agreed to provide Borrower with certain financial accommodations.
Borrower has advised Lenders and Agent of its desire to amend Section
12.3 of the Loan Agreement in part to permit, under certain conditions, Borrower
to make certain loans and Agent and Lenders are willing to do so on the terms
and conditions hereafter set forth herein.
NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrower by Agent
and Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. DEFINITIONS. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.
2. AMENDMENT TO LOAN AGREEMENT. Subject to satisfaction of the
conditions precedent set forth in SECTION 3 below, the Loan Agreement is hereby
amended as follows:
(a) Section 1(A) is amended by adding the following defined
term in its appropriate alphabetical order to provide as follows:
""EXTRACOMPANY LOANS" shall mean loans or other extensions of
credit or financial accommodations which are made by Borrower
to a Person that is (i) not a Subsidiary or Affiliate of
Borrower and (ii) engaged in a business which is related to
the business conducted by Borrower."
(b) Section 12.3(d) is amended in its entirety to provide as
follows:
"(d) LOANS. Borrower will not nor will any other
Financial Party make advances, loans or extensions of credit
to any Person; PROVIDED, HOWEVER,
(1) Borrower and its Subsidiaries and Affiliates may
make Intercompany
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Loans so long as (i) no Event of Default or Incipient
Event of Default shall have occurred or would occur
after giving effect thereto and (ii) to the extent
the aggregate amount of Intercompany Loans to any
Subsidiary or Affiliate exceeds $20,000,000, such
Indebtedness shall be evidenced by a demand note and
shall be assigned to Agent as collateral security for
the Obligations in a manner reasonably satisfactory
to Agent; PROVIDED FURTHER that Intercompany Loans
shall not exceed at any time an aggregate amount
equal to $115,000,000 or an amount equal to
$37,000,000 for each Intercompany Loan and
(2) Borrower and its Subsidiaries and Affiliates may
make Extracompany Loans so long as (i) no Event of
Default or Incipient Event of Default shall have
occurred or would occur after giving effect thereto
and (ii) such Indebtedness shall be evidenced by a
note and shall be assigned to Agent as collateral
security for the Obligations in a manner reasonably
satisfactory to Agent; PROVIDED FURTHER that the
aggregate outstanding balance of Extracompany Loans
shall not exceed $5,000,000 at any time."
3. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective
as of the first day of the month immediately following the month in which all of
the following conditions shall have been satisfied: (i) Agent shall have
received four (4) copies of this Amendment executed by Borrower and Required
Lenders and consented to by Guarantors; (ii) no Incipient Event of Default or
Event of Default shall have occurred and be continuing and (iii) Agent shall
have received such other certificates, instruments, documents, agreements and
opinions of counsel as may be required by Agent or its counsel, each of which
shall be in form and substance satisfactory to Agent and its counsel.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS. Borrower hereby
represents, warrants and covenants as follows:
(a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of Borrower and are enforceable
against Borrower in accordance with their respective terms.
(b) Upon the effectiveness of this Amendment, Borrower hereby
reaffirms all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agree that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment.
(c) No Event of Default or Incipient Event of Default has
occurred and is continuing or would exist after giving effect to this Amendment.
(d) Borrower has no defense, counterclaim or offset with
respect to the Loan Agreement or the Obligations.
5. EFFECT ON THE LOAN AGREEMENT.
(a) Upon the effectiveness of SECTION 2 hereof, each reference
in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the Loan Agreement as
amended hereby.
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(b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Agent
or any Lender, nor constitute a waiver of any provision of the Loan Agreement,
or any other documents, instruments or agreements executed and/or delivered
under or in connection therewith.
6. GOVERNING LAW. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State of
New York.
7. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
8. COUNTERPARTS; FACSIMILE SIGNATURES. This Amendment may be executed
by the parties hereto in one or more counterparts, each of which shall be deemed
an original and all of which taken together shall constitute one and the same
agreement. Any signature received by facsimile transmission shall be deemed an
original signature hereto.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.
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TMP WORLDWIDE INC.
By: /s/ THOMAS G. COLLISON
-----------------------------------
Name: THOMAS G. COLLISON
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Title: VICE CHAIRMAN AND SECRETARY
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GMAC COMMERCIAL CREDIT LLC
as Agent and as Lender
By: /s/ ROBERT GREIC
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Name: ROBERT GREIC
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Title: SENIOR VICE PRESIDENT
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DEUTSCHE FINANCIAL SERVICES
CORPORATION, as Lender
By: /s/ PHILIP G. PORCHER, IX
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Name: PHILIP G. PORCHER, IX
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Title: VICE PRESIDENT
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FLEET BANK, N.A.
as Lender
By: /s/ THOMAS J. LEVY
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Name: THOMAS J. LEVY
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Title: VICE PRESIDENT
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FIFTH THIRD BANK
as Lender
By: /s/ ANDREW K. HOVER
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Name: ANDREW K. HOVER
-------------------------------
Title: VICE PRESIDENT
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NATIONAL BANK OF CANADA
as Lender
By: /s/ THERESA WHITE
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Name: THERESA WHITE
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Title: VICE PRESIDENT
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GMAC COMMERCIAL CREDIT LIMITED
By: /s/ ROBERT GREIC
-----------------------------------
Name: ROBERT GREIC
----------------------------
Title: SENIOR VICE PRESIDENT
---------------------------
GMAC COMMERCIAL CREDIT CORPORATION
By: /s/ ROBERT GREIC
-----------------------------------
Name: ROBERT GREIC
------------------------------
Title: SENIOR VICE PRESIDENT
-----------------------------
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CONSENTED AND AGREED TO BY EACH OF THE GUARANTORS:
TMP HOLDINGS INTERNATIONAL, INC.
TASA INCORPORATED
AUSTIN KNIGHT INC.
ONLINE CAREER CENTER MANAGEMENT, INC.
M.S.I. MARKET SUPPORT INTERNATIONAL
GENERAL DIRECTORY ADVERTISING SERVICES, INC.
By: /s/ THOMAS G. COLLISON
-------------------------
Name: Thomas G. Collison
The Secretary of each of the
foregoing corporations
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