Exhibit 10.14
FIRST AMENDMENT TO CREDIT AGREEMENT
Dated as of February 23, 2001
among
FTI CONSULTING, INC.,
THE LENDERS NAMED HEREIN
AND
BANK OF AMERICA, N.A., as Administrative Agent
AND
BANC OF AMERICA SECURITIES LLC,
As Sole Lead Arranger and Sole Book Manager
AND
SUNTRUST BANK,
As Documentation Agent
AND
ALLFIRST BANK,
As Co-Agent
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of
February 23, 2001, by and among FTI CONSULTING, INC. (the "Borrower"), a
Delaware corporation with its principal office at 2021 Research Drive,
Annapolis, Maryland 21401, each of the lenders named herein on the signature
pages hereof (such lenders and any other lender or lenders which may hereafter
become a party to this Agreement pursuant to the provisions of Section 11.3
hereof, together, the "Lenders" and each individually a "Lender"), BANK OF
AMERICA, N.A., a national banking association, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent"), SUNTRUST BANK, as
Documentation Agent, ALLFIRST BANK, as Co-Agent and BANC OF AMERICA SECURITIES
LLC ("BAS"), as the sole lead arranger and sole book manager.
RECITALS
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A. Pursuant to a Credit Agreement dated as of December 22, 2000 (as
amended from time to time the "Credit Agreement"), by and among the Borrower,
the Lenders, the Administrative Agent and BAS, the Lender extended to the
Borrower credit facilities consisting of (i) a revolving credit facility in the
maximum principal amount of Forty Seven Million Five Hundred Thousand Dollars
($47,500,000), (ii) a letter of credit facility in the maximum principal amount
of Five Million ($5,000,000), as part of that revolving credit facility, and
(iii) a term loan facility in the principal amount of Thirty Two Million Five
Hundred Thousand Dollars ($34,500,000).
B. The Borrower has requested and the Lender, the Administrative Agent
and BAS have agreed to amend certain provisions of the Credit Agreement, upon
the terms and subject to the conditions set forth in this Amendment.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Borrower, the Lenders, the Administrative Agent and BAS agree as follows:
1. Amendment to Credit Agreement. Section 2.1(b)(ii) of the Credit
-----------------------------
Agreement is hereby amended and restated in its entirety as follows:
(ii) The outstanding balance of the Term Loan shall be repaid
over a period of five (5) years in consecutive quarterly installments of
principal in the principal amounts set forth below on the last day of each
March, June, September and December hereafter, plus accrued interest
thereon on each Interest Payment Date:
Quarterly Principal
Payment Number Payment Amount
-------------- --------------
1-8 $ 1,083,333;
9-12 $ 1,625,000; and
13-20 $12,166,667.
Unless sooner paid, the unpaid principal balance of the Term Loan,
together with all interest accrued therein, shall be due and payable in
full on the Maturity Date.
2. Miscellaneous
-------------
(a) Governing Law. This Amendment shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of Maryland excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such state.
(b) Counterparts. This Amendment may be executed in any number of
counterparts, and by different parties on separate counterpart signature pages,
each executed counterpart constituting an original but all together constituting
one and the same agreement.
(c) Captions. The descriptive headings of the various Sections or
parts of this Amendment are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
(d) References to Credit Agreement Any and all notices, requests,
certificates and other instruments executed and delivered concurrently with or
after the effectiveness of this Amendment may refer to the Credit Agreement
without making specific reference to this Amendment but nevertheless all such
references shall be deemed to include this Amendment unless the context shall
otherwise require.
(e) Expenses. Whether or not the transactions herein contemplated
shall be consummated, the Company agrees to pay all expenses relating to the
subject matter of this Amendment, including but not limited to the fees and
expenses of Troutman Sanders Mays & Valentine LLP, counsel for the
Administrative Agent, incurred in connection with the preparation, negotiation,
execution, and delivery of this Amendment and the other instruments and
documents to be executed and delivered pursuant thereto.
(f) Ratification and Reaffirmation. Except to the extent hereby
modified or amended, the Credit Agreement is in all respects hereby ratified,
confirmed and approved by the parties hereto. The Borrower also hereby
acknowledges and agrees that, notwithstanding the execution and delivery of this
Amendment, the Loan Documents remain in full force as amended hereby and effect
and the rights and remedies of the Agent and the Lenders thereunder, the
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obligations of the Borrower thereunder, and the Liens created and provided for
thereunder remain in full force and effect and shall not be affected, impaired
or discharged hereby. All of the Obligations arising under or otherwise relating
to the Credit Agreement as amended hereby or any of the other Financing
Documents shall continue to be secured by the Security Agreement. Nothing herein
contained shall in any manner affect or impair the priority of the Liens created
and provided for by the Security Agreement as to the indebtedness which would be
secured thereby prior to giving effect to this Amendment.
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IN WITNESS WHEREOF, the Borrower has caused this Amendment to be duly
executed as of the date first above written by its duly authorized officer and
the Administrative Agent, BAS and each Lender have caused it to be executed by
their duly authorized officers.
WITNESS/ATTEST: FTI CONSULTING, INC.
/s/ Cheryl J. Meeks By: /s/ Theodore I. Pincus
------------------- ----------------------------------------
Name: Theodore I. Pincus
Title: EVP/CFO
WITNESS: BANK OF AMERICA, N.A.
/s/ Laura B. Schmuck By: /s/ Susan J. Ryan, V.P.
-------------------- -----------------------------------------
Susan J. Ryan
Senior Agency Officer
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Michael J. Landini
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Michael J. Landini, Senior Vice President
SUNTRUST BANK
By: /s/ Kathy Boozer
-----------------------------------------
Kathy Boozer, Vice President
ALLFIRST BANK
By: /s/ John C. Acker
----------------------------------------
John C. Acker, Vice President
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SUMMIT BANK
By: /s/ Roy Brubaker
-----------------------------------------
Roy Brubaker, Vice President
COMERICA BANK
By: /s/ Robert Wilson
-----------------------------------------
Robert Wilson, Account Officer
PROVIDENT BANK OF MARYLAND
By: /s/ Jennifer Kissner
-----------------------------------------
Jennifer Kissner
Assistant Vice President
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