EXHIBIT 10.1
SECOND AMENDMENT
Dated as of December 19, 1995
This SECOND AMENDMENT is among Robert Half International Inc., a Delaware
corporation (the "Company"), the banks parties to the Credit Agreement referred
to below (the "Banks"), NationsBank, N.A. (formerly known as NationsBank of
North Carolina, N.A.), as administrative agent (the "Administrative Agent") for
the Banks thereunder, and NationsBank, N.A. and Bank of America National Trust
and Savings Association, each as co-agent and co-arranger (referred to herein
collectively as the "Co-Agents").
PRELIMINARY STATEMENTS:
(1) The Company, the Administrative Agent, the Co-Agents and the
Banks have entered into a Credit Agreement dated as of November 1, 1993, and an
amendment thereto dated as of June 1, 1995 (said Credit Agreement as so amended
being the "Credit Agreement"; the terms defined therein being used herein as
therein defined unless otherwise defined herein).
(2) The Company and the Majority Banks have agreed to further amend
the Credit Agreement as hereinafter set forth.
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement
is, effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof, hereby amended as follows:
(a) Section 1.01 is amended by deleting the definition of "Interest
Coverage Ratio" in its entirety.
(b) The definition of "Minimum Net Worth" contained in Section 1.01
is amended in full to read as follows:
"MINIMUM NET WORTH' shall mean, as at any date, for the Company and
its Consolidated Subsidiaries (determined on a consolidated basis in
accordance with GAAP), an amount equal to $120,000,000, adjusted
cumulatively for each of the following for periods after January 1,
1995 (such adjustments determined in accordance with GAAP except as
modified pursuant to the terms of clauses (a), (b), (e) or (f)): PLUS
(a) all additions to shareholders' equity (other than additions
included in clause (c), (d) or (e) below); MINUS (b) [intentionally
omitted]; PLUS or MINUS (c) adjustments in deferred compensation;
PLUS or MINUS (d) any foreign currency translation adjustments; PLUS
(e) 50% of Net Income for each fiscal quarter; MINUS (f)
[intentionally omitted]. In determining
Minimum Net Worth, there shall be no adjustments for net losses, if
any."
(c) Section 8.09 is amended by deleting the last proviso at the end
thereof and substituting for such proviso the following:
"PROVIDED, HOWEVER, that (x) the aggregate amount of Restricted
Payments by the Company (or by its Active Subsidiaries to Persons
other than the Company) pursuant to clause (a)(i) and repurchases and
redemptions by the Company (or by its Active Subsidiaries from Persons
other than the Company) pursuant to clause (b)(i) above in any fiscal
quarter (1) shall not be subject to any limitation in the event the
Total Indebtedness to Cash Flow Ratio is less than or equal to 2.0 to
1 during such fiscal quarter and (2) in the event the Total
Indebtedness to Cash Flow Ratio is greater than 2.0 to 1 during such
fiscal quarter, shall not exceed an amount equal to the sum of (A)
$25,000,000, as decreased by the amount of Restricted Payments, stock
purchases or redemptions that the Company and its Active Subsidiaries
credited against the amount under this clause (A) and made during any
fiscal quarter during which the Total Indebtedness to Cash Flow Ratio
was greater than 2.0 to 1.0, plus (B) 50% of Net Income for the prior
fiscal quarter, as increased by the amount of Restricted Payments,
stock purchases or redemptions that the Company and its Active
Subsidiaries could have, but did not, make as a result of this clause
(B) during each preceding fiscal quarter during which the Total
Indebtedness to Cash Flow Ratio was greater than 2.0 to 1.0 and (y)
[intentionally omitted]."
(d) Section 8.12 is amended by deleting the number "4.25" therein and
substituting for such number the number "3.5".
(e) Section 8.14 is deleted in full.
(f) Section 8.20 is deleted in full.
(g) Section 8.24 is amended in full to read as follows:
"8.24 RESTRICTED ACQUISITIONS. The Company will not, nor will it
permit any of its Subsidiaries to, make any acquisition of capital
stock, partnership or other ownership interests in, or the business
Property of, any other Person (a "RESTRICTED ACQUISITION"), unless
such Restricted Acquisition shall be in the employment services
industry or in another services industry that is related to the
Company's employment services customer base or base of
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temporary employees, and (ii) shall not be a hostile acquisition
unless the Borrower has previously obtained the consent of all of
the Banks. Investments permitted under clause (a), (b), (c), (d)(ii),
(e), (g) or (h) of Section 8.08 shall not be subject to this
Section 8.24."
SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective when, and only when, the Administrative Agent shall have received (a)
counterparts of this Amendment executed by the Company, the Co-Agents and the
Majority Banks and (b) counterparts of the Consent appended hereto (the
"Consent"), executed by each Guarantor and Pledgor.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants as follows:
(a) Upon the date of effectiveness of this Amendment, no Default under
the Credit Agreement has occurred and is continuing.
(b) The execution, delivery and performance by the Company of this
Amendment are within the Company's corporate powers, have been duly
authorized by all necessary corporate action and do not contravene (i) the
Company's charter or by-laws, or (ii) law or any contractual restriction
binding on or affecting the Company.
(c) No authorization, approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by the Company
of this Amendment.
(d) This Amendment constitutes the legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting creditors' rights
generally or by equitable principles relating to enforceability.
(e) The representations and warranties made by the Company in Section
7 of the Credit Agreement and by each Obligor in each of the other Basic
Documents to which it is a party are true and correct as of the date of
effectiveness of this Amendment as if made on such date (or, if any such
representation and warranty is expressly stated to have been made as of a
specific date, as of such specific date), except that, solely for the
purpose of this Section 3(e), (i) the representations and warranties made
by the Company in Section 7.02 of the Credit Agreement shall be deemed to
be made with respect to the most recent audited and unaudited financial
statements delivered by the Company pursuant to Section 8.01 of the Credit
Agreement, and (ii) all references in Section 7 of the Credit Agreement to
Schedule(s) I, III, V and VI to the Credit Agreement shall be deemed to
refer to the updated schedules attached as Schedule(s) I, III, V and VI to
this Amendment.
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SECTION 4. REFERENCE TO AND EFFECT ON THE BASIC DOCUMENTS.
(a) Upon the effectiveness of Section 1 hereof, on and after the date
hereof each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and each
reference in the other Basic Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement and all
other Basic documents are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Bank or the Administrative Agent under any of the Basic
Documents, nor constitute a waiver of any provision of any of the Basic
Documents.
SECTION 5. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement.
SECTION 6. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of California.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
ROBERT HALF INTERNATIONAL INC.
By: /s/ M. KEITH WADDEL
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Title: SR. VICE PRESIDENT
NATIONSBANK, N.A., as Administrative
Agent, Co-Agent, Co-Arranger and a Bank
By: /s/ E. BROOKE BERG
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Title: VICE PRESIDENT
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Co-
Agent, Co-Arranger and a Bank
By: /s/ CATHLEEN STARK
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Title: VICE PRESIDENT
UNION BANK, as a Bank
By: /s/ B.T. MADIGAN
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Title: VICE PRESIDENT
By: /s/ HEATHER GISVOLD
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Title: CREDIT OFFICER
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