EXHIBIT 10.3
AMENDMENT NO. 2 TO
LOAN AGREEMENT
This Amendment No. 2 to Loan Agreement (this "Amendment"), dated as of
April 29, 2001, is entered into with reference to the Loan Agreement (as
amended, supplemented or otherwise modified from time to time, the "Loan
Agreement") dated as of October 31, 2000 among Korn/Ferry International a
Delaware corporation ("Borrower"), each lender from time to time a party thereto
(each a "Lender" and collectively, the "Lenders"), Bank of America, N.A., as
Administrative Agent for itself and the other Lenders (in such capacity, the
"Administrative Agent"). Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Loan Agreement. Section references herein
relate to the Loan Agreement unless otherwise stated.
The parties hereto hereby agree as follows:
1. Section 6.15 - Foreign Subsidiaries. Section 6.15 is hereby
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amended and restated in full to read as follows:
"6.15 Foreign Subsidiaries. So long as the conditions set forth
in Section 8.3 shall not have been satisfied, for each time period set
forth below, permit the sum of Cash, Cash Equivalents and marketable
Securities held by the Foreign Subsidiaries, on a cumulative basis, to
exceed the amount set forth opposite such time period:
Time Period Maximum Permitted
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Closing Date through and
including August 1, 2001 $ 80,000,000
August 2, 2001 and thereafter $ 45,000,000"
2. Section 8.3 - Post Closing Conditions. Each of the parties hereto
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hereby agrees that (a) each of the conditions set forth in Section 8.3 of the
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Loan Agreement shall be satisfied, in form and substance satisfactory to the
Administrative Agent and the Lenders, on or prior to August 1, 2001 and (b) the
failure to satisfy such conditions on or before such date shall constitute an
Event of Default under the Loan Agreement.
3. Exhibit B - Compliance Certificate. The Compliance Certificate
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attached to the Loan Agreement as Exhibit B is hereby amended and restated in
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full in the form of Annex I attached to this Amendment.
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4. Effectiveness. This Amendment shall become effective on such date
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as the Administrative Agent shall have received duly executed counterparts of
(a) this Amendment and (b) Annex II attached hereto, each signed by each Party
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thereto, each of the which shall be in form and substance satisfactory to the
Administrative Agent and the Lenders (the "Effective Date").
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5. Representations and Warranties. Except (i) for representations
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and warranties which expressly relate to a particular date or which are no
longer true and correct as a result of a change permitted by the Loan Agreement
or the other Loan Documents or (ii) as disclosed by Borrower and approved in
writing by the Requisite Lenders, the Borrower hereby represents and warrants
that each representation and warranty made by Borrower in Article 4 of the Loan
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Agreement (other than Sections 4.6 and 4.10) are true and correct as of the date
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hereof as though such representations and warranties were made on and as of the
date hereof. Without in any way limiting the foregoing, Borrower represents and
warrants to the Administrative Agent and the Lenders that no Default or Event of
Default has occurred and remains continuing or will result from the consents,
waivers, amendments or transactions set forth herein or contemplated hereby.
6. Confirmation. In all respects, the terms of the Loan Agent and
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the other Loan Documents, in each case as amended hereby or by the documents
referenced herein, are hereby confirmed.
IN WITNESS WHEREOF, Borrower, the Administrative Agreement and the
Lenders have executed this Agreement as of the date first set forth above by
their duly authorized representatives.
KORN/FERRY INTERNATIONAL, a
Delaware corporation
By: /s/ Elizabeth S.C.S. Murray
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Name: Elizabeth S.C.S. Murray
Title: Executive Vice President &
Chief Financial Officer
BANK OF AMERICA, N.A., as
Administrative Agent and sole Lender
By: /s/ David J. Stassel
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David J. Stassel, Vice President
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ANNEX I TO AMENDMENT NO. 2
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EXHIBIT B
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COMPLIANCE CERTIFICATE
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ANNEX II TO AMENDMENT NO. 2
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CONSENT AND REAFFIRMATION OF GUARANTOR
The undersigned guarantor hereby consents to the execution, delivery
and performance by Borrower and the Administrative Agent of the foregoing
Amendment No. 2 to Loan Agreement ("Amendment No. 2"). In connection therewith,
the undersigned expressly and knowingly reaffirms its liability under each of
the Loan Documents to which it is a Party and expressly agrees (a) to be and
remain liable under the terms of each such Loan Document and (b) that it has no
defense, offset or counterclaim whatsoever against the Administrative Agent or
the Lenders with respect to any such Loan Document.
The undersigned further agrees that each Loan Document to which it is
a Party shall remain in full force and effect and is hereby ratified and
confirmed
The undersigned further agrees that the execution of this Consent and
Reaffirmation of Guarantor is not necessary for the continued validity and
enforceability of any Loan Document to which it is a Party, but is executed to
induce the Administrative Agent and the Lenders to approve of and otherwise
enter into the Amendment No. 2.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has caused this Consent and Reaffirmation of Guarantor to be executed as
of April 29, 2001.
KORN/FERRY INTERNATIONAL
FUTURESTEP, INC., a Delaware
corporation
By /s/ Peter L. Dunn
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Name: Peter Dunn
Title: Vice Chair, General Counsel
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ANNEX III TO AMENDMENT NO. 2
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CONSENT AND REAFFIRMATION OF GUARANTOR
The undersigned guarantor hereby consents to the execution, delivery
and performance by Borrower and the Administrative Agent of the forgoing
Amendment No. 1 to Loan Agreement ("Amendment No. 1"). In connection therewith,
the undersigned expressly and knowingly reaffirms its liability under each of
the Loan Departments to which it is a Party and expressly agrees (a) to be and
remain liable under the terms of each such Loan Document and (b) that it has no
defense, offset or counterclaim whatsoever against the Administrative Agent or
the Lenders with respect to any such Loan Document
The undersigned further agrees that each Loan Document to which it is
a Party shall remain in full force and effect and is hereby ratified and
confirmed.
The undersigned further agrees that the execution of this Consent and
Reaffirmation of Guarantor is not necessary for the continued validity and
enforceability of and Loan Document to which it is a Party, but is executed to
induce the Administrative Agent and the Lenders to approve of and otherwise
enter into the Amendment No. 1.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has caused this Consent and Reaffirmation of Guarantor to be executed as
of January 30, 2001.
KORN/FERRY INTERNATIONAL
FUTURESTEP, INC., a Delaware
corporation
By /s/ Peter L. Dunn
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Name: Peter L. Dunn
Title: Vice Chair, General Counsel
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