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EXHIBIT 10.20
NINTH AMENDMENT TO
CREDIT AGREEMENT
THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of March 15, 2001, is by and among THE PROFIT RECOVERY GROUP INTERNATIONAL,
INC., a Georgia corporation (the "Borrower"), certain Subsidiaries of the
Borrower (each a "Subsidiary Guarantor", and collectively, the "Subsidiary
Guarantors"), the Lenders party hereto and BANK OF AMERICA, N.A., formerly
NationsBank, N.A., as Agent for the Lenders (the "Agent"). All capitalized terms
used herein and not otherwise defined herein shall have the meanings given to
such terms in the Credit Agreement (as defined below).
WITNESSETH:
WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders and the
Agent entered into that certain Credit Agreement dated as of July 29, 1998 (as
amended or modified from time to time, the "Credit Agreement");
WHEREAS, the parties hereto have agreed to amend the Credit Agreement
as set forth herein;
WHEREAS, the Borrower has requested and the Lenders have agreed to
consent to certain transactions otherwise prohibited by the Credit Agreement and
continue to make available to the Borrower the Loans as provided under the
Credit Agreement subject to the terms and conditions specified in the Amendment;
NOW, THEREFORE, in consideration of the agreements contained herein and
other good and valuable consideration, the parties hereby agree as follows:
1. New Definitions. The following definitions are hereby added to
Section 1.1 of the Credit Agreement in the appropriate alphabetical order and
shall read as follows:
"Communications Division" means that certain division
of PRG USA which provides telecommunications auditing, custom
application development, and advisory services including
telecom bill auditing and optimization, call accounting and
reporting, contract negotiation and projects requiring secure
internet-based transaction processing.
"Discontinued Operations" means a collective
reference to (i) the Communications Division, (ii) the
Logistics Division, (iii) the Meridian Business and (iv) the
Ship & Debit Division, and "Discontinued Operation" means any
one of them.
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"Groupe Alma Business" means (i) the Capital Stock of
PRG France S.A. and its Subsidiaries or (ii) all or
substantially all of the assets of PRG France S.A. and its
Subsidiaries.
"Logistics Division" means that certain division of
PRG USA which provides audits of freight related disbursements
to identify and recover overpayments including specialization
in ocean freight, truck freight, rail freight and overnight
freight.
"Meridian Business" means (i) the Capital Stock of
Meridian and its Subsidiaries or (ii) all or substantially all
of the assets of Meridian and its Subsidiaries.
"PRG USA" means The Profit Recovery Group USA, Inc.,
a Georgia corporation.
"Ship & Debit Division" means the discrete unit
within PRG USA responsible for providing revenue recovery
services to electronic manufacturers and similar businesses.
2. Amended Definitions.
(a) The definitions of "Acquisition Period", "Adjusted
Leverage Ratio", "Attributed Principal Amount", "Receivables", and
"Securitization Transaction" set forth in Section 1.1 of the Credit
Agreement are each hereby deleted in their entirety from the Credit
Agreement.
(b) The definition of "Applicable Percentage" set forth
in Section 1.1 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
"Applicable Percentage" means, for purposes of
calculating the applicable interest rate for any day for any
Revolving Loan, the applicable rate of the Unused Fee for any
day for purposes of Section 3.5(b) and the applicable rate of
the Letter of Credit Fee for any day, the appropriate
applicable percentage corresponding to the Leverage Ratio in
effect as of the most recent Calculation Date:
==================================================================================================================
APPLICABLE APPLICABLE
APPLICABLE PERCENTAGE PERCENTAGE
PERCENTAGE FOR FOR FOR APPLICABLE
PRICING LEVERAGE EURODOLLAR BASE RATE LETTER OF PERCENTAGE FOR
LEVEL RATIO LOANS LOANS CREDIT FEES UNUSED FEES
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I < 1.0 to 1.0 1.00% 0.0% 1.00% 0.25%
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II < 1.5 to 1.0 but >= 1.25% 0.0% 1.25% 0.25%
1.0 to 1.0
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III < 2.0 to 1.0 but >= 1.50% 0.0% 1.50% 0.30%
1.5 to 1.0
------------------------------------------------------------------------------------------------------------------
IV < 2.5 to 1.0 but >= 1.75% 0.25% 1.75% 0.375%
2.0 to 1.0
------------------------------------------------------------------------------------------------------------------
V >= 2.5 to 1.0 2.25% 0.75% 2.25% 0.50%
==================================================================================================================
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The Applicable Percentages shall be determined and adjusted
quarterly on the date (each a "Calculation Date") five
Business Days after the date by which the Borrower is required
to provide the officer's certificate in accordance with the
provisions of Section 7.1(c) for the most recently ended
fiscal quarter of the Consolidated Parties; provided, however,
if the Borrower fails to provide the officer's certificate to
the Agency Services Address as required by Section 7.1(c) for
the last day of the most recently ended fiscal quarter of the
Consolidated Parties preceding the applicable Calculation
Date, the Applicable Percentage from such Calculation Date
shall be based on Pricing Level V until such time as an
appropriate officer's certificate is provided, whereupon the
Applicable Percentage shall be determined by the Leverage
Ratio as of the last day of the most recently ended fiscal
quarter of the Consolidated Parties preceding such Calculation
Date. Each Applicable Percentage shall be effective from one
Calculation Date until the next Calculation Date. Any
adjustment in the Applicable Percentages shall be applicable
to all existing Loans as well as any new Loans made or issued.
(c) The definition of "Consolidated EBIT" set forth in
Section 1.1 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
"Consolidated EBIT" means, for any period, the sum of
(i) Consolidated Net Income for such period, plus (ii) an
amount which, in the determination of Consolidated Net Income
for such period, has been deducted for (A) Consolidated
Interest Expense and (B) total federal, state, local and
foreign income, value added and similar taxes, all as
determined in accordance with GAAP plus (iii) for the fiscal
quarter ending December 31, 2000, the non-recurring non-cash
expenses identified on Schedule 1.1(c) attached hereto to the
extent charged to expense during such quarter plus (iv) all
compensation costs charged to expense in such period in order
to retain employees of any Discontinued Operation or the
Groupe Alma Business so long as actual cash payments of such
costs are not made prior to the sale of such Discontinued
Operation or the Groupe Alma Business, as applicable.
(d) The definition of "Consolidated EBITDA" set forth in
Section 1.1 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
"Consolidated EBITDA" means, for any period, the sum
of (i) Consolidated Net Income for such period, plus (ii) an
amount which, in the determination of Consolidated Net Income
for such period, has been deducted for (A) Consolidated
Interest Expense, (B) total federal, state, local and foreign
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income, value added and similar taxes and (C) depreciation and
amortization expense, all as determined in accordance with
GAAP plus (iii) for the fiscal quarter ending December 31,
2000, the non-recurring non-cash expenses identified on
Schedule 1.1(c) attached hereto to the extent charged to
expense during such quarter plus (iv) all compensation costs
charged to expense in such period in order to retain employees
of any Discontinued Operation or the Groupe Alma Business so
long as actual cash payments of such costs are not made prior
to the sale of such Discontinued Operation or the Groupe Alma
Business, as applicable.
(e) The definition of "Consolidated Interest Expense" set
forth in Section 1.1 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"Consolidated Interest Expense" means, for any
period, interest expense (including the amortization of debt
discount and premium, the interest component under Capital
Leases and the implied interest component under Synthetic
Leases) of the Consolidated Parties on a consolidated basis
for such period, as determined in accordance with GAAP.
(f) The definition of "Consolidated Net Income" set forth
in Section 1.1 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
"Consolidated Net Income" means, for any period, net
income (excluding any extraordinary items) after taxes for
such period of the Consolidated Parties on a consolidated
basis, as determined in accordance with GAAP; provided that,
for purposes of determining compliance with the Fixed Charge
Coverage Ratio covenant in Section 7.11(i) and the Leverage
Ratio covenant in Section 7.11(ii), there shall be excluded
from Consolidated Net Income (a) any net book loss realized in
such period from the sale of any Discontinued Operation or the
Groupe Alma Business in accordance with Section 8.5(iv) and
(b) any "mark to market" net book loss in such period required
in accordance with GAAP to be recorded prior to the sale of
any Discontinued Operation or the Groupe Alma Business (if the
Groupe Alma Business is declared a discontinued operation by
the board of directors of the Borrower).
(g) The definition of "Fixed Charge Coverage Ratio" set
forth in Section 1.1 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"Fixed Charge Coverage Ratio" means, as of the end of
each fiscal quarter of the Consolidated Parties for the twelve
month period ending on such date, the ratio of (a) the sum of
(i) Consolidated EBIT for the applicable period plus (ii)
Consolidated Rental Expense for the applicable period plus
(iii) any amortization of intangible assets for the applicable
period to (b) the sum of (i) Consolidated Interest Expense for
the applicable period plus (ii) Consolidated Rental Expense
for the applicable period.
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(h) The following sentence is hereby added at the end of
the definition of "Funded Indebtedness" set forth in Section 1.1 of the
Credit Agreement:
Notwithstanding the foregoing, the liabilities of
Meridian International, Meridian N. America and Meridian Japan
referenced in Section 8.1(i) shall not be considered Funded
Indebtedness for purposes hereof.
(i) Subclause (m) of the definition of "Indebtedness" set
forth in Section 1.1 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(m) the aggregate amount of uncollected accounts
receivable of such Person subject at such time to a sale of
receivables (or similar transaction) to the extent such
transaction is effected with recourse to such Person (whether
or not such transaction would be reflected on the balance
sheet of such Person in accordance with GAAP).
(j) The definition of "Pro Forma Compliance Certificate"
set forth in Section 1.1 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"Pro Forma Compliance Certificate" means a
certificate of an Executive Officer of the Borrower delivered
to the Agent in connection with (i) the sale of any
Discontinued Operation or the Groupe Alma Business or (ii) a
Permitted Acquisition and containing reasonably detailed
calculations, upon giving effect to the applicable transaction
on a pro forma basis, of the financial covenants set forth in
Section 7.11.
(k) The definition of "Net Cash Proceeds" set forth in
Section 1.1 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
"Net Cash Proceeds" means the aggregate cash proceeds
received by the Consolidated Parties in respect of any Asset
Disposition, Equity Issuance or sale of any Discontinued
Operation or the Groupe Alma Business, net of (a) direct costs
(including, without limitation, legal, accounting and
investment banking fees, sales commissions and compensation
related expenses) and (b) taxes paid or payable as a result
thereof; it being understood that "Net Cash Proceeds" shall
include, without limitation, any cash received upon the sale
or other disposition of any non-cash consideration received by
the Consolidated Parties in any Asset Disposition, Equity
Issuance or sale of any Discontinued Operation or the Groupe
Alma Business.
(l) Subclauses (vi) and (vii) of the definition of
"Permitted Acquisition" are each hereby amended and restated in their
entirety to read as follows:
(vi) unless otherwise approved in writing by the
Required Lenders, the cost of such Acquisition (including cash
and non-cash consideration and any
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assumption of liabilities) shall not exceed $15,000,000 and
(vii) unless otherwise approved in writing by the Required
Lenders, after giving effect to such Acquisition, the
aggregate consideration (including cash and non-cash
consideration and any assumption of liabilities) for all such
Acquisitions in any fiscal year of the Borrower shall not
exceed $30,000,000.
(m) Subclause (xii) of the definition of "Permitted
Liens" set forth in Section 1.1 of the Credit Agreement is hereby
deleted in its entirety from the definition of "Permitted Liens" set
forth in Section 1.1 of the Credit Agreement.
3. Accounting.
(a) The following two sentences are hereby added
at the end of the first paragraph of Section 1.3 of the Credit
Agreement and shall read as follows:
All financial statements delivered to the Lenders
hereunder shall be accompanied by a demonstration (in form and
substance satisfactory to the Agent) of the accounting
adjustments necessary to eliminate the impact of Staff
Accounting Bulletin #101 ("SAB #101") of the United States
Securities and Exchange Commission. All calculations made for
the purposes of determining compliance with this Credit
Agreement shall be performed without giving effect to SAB
#101.
(b) The following sentence is hereby added at
the end of the second paragraph of Section 1.3 of the Credit
Agreement and shall read as follows:
Furthermore, the parties hereto agree that, for
purposes of all calculations made under the financial
covenants set forth in Section 7.11 after any Asset
Disposition (including without limitation a sale of any
Discontinued Operation or the Groupe Alma Business) or to
determine pro forma compliance with respect to any such Asset
Disposition, such calculations shall be conducted in a manner
similar to any calculation related to a Permitted Acquisition
in similar circumstances except that the applicable income
statement items and Indebtedness attributable to the Person or
Property related to the applicable Asset Disposition shall be
excluded (rather than included) from such calculation.
4. Mandatory Prepayment. Section 3.3(b)(ii) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
(ii) Asset Disposition. Upon the sale of any
Discontinued Operation or the Groupe Alma Business, the
Borrower shall immediately prepay the Loans in an aggregate
amount equal to one hundred percent (100%) of the Net Cash
Proceeds received from any such sale.
5. Application of Mandatory Prepayments. A new Section
3.3(b)(iii) is hereby added to the Credit Agreement and shall read as follows:
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(iii) Application of Mandatory Prepayments. All
amounts required to be paid pursuant to Section 3.3(b) shall
be applied first to the Revolving Loans and (after all
Revolving Loans have been repaid) to a cash collateral account
to secure LOC Obligations. Within the parameters of the
applications set forth above, prepayments shall be applied
first to Base Rate Loans and then to Eurocurrency Loans in
direct order of Interest Period maturities. All prepayments
under this Section 3.3(b) shall be subject to Section 3.12.
6. Revolving Committed Amount. A new Section 3.4(c) is hereby
added to the Credit Agreement and shall read as follows:
(c) Mandatory Reduction. Following the sale of a
Discontinued Operation or the sale of the Groupe Alma Business
pursuant to the terms of Section 8.5(iv), if the Credit
Parties fail (within 180 days of such sale) to make a
Permitted Acquisition with the Net Cash Proceeds received from
such sale, the Revolving Committed Amount automatically shall
be permanently reduced by an amount equal to fifty percent
(50%) of the amount of the Net Cash Proceeds received from
such sale not reinvested in a Permitted Acquisition within 180
days of such sale.
7. Subsidiaries. The following sentence is hereby added at the
end of Section 6.13 of the Credit Agreement and shall read as follows:
Schedule 6.13 may be updated from time to time by the Borrower
by giving written notice thereof to the Agent.
8. Governmental Regulations. Section 6.14(a) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
(a) No part of the Letters of Credit or proceeds
of the Loans will be used, directly or indirectly, in any
manner that would constitute a violation of Regulation T,
Regulation U or Regulation X. "Margin stock" within the
meaning of Regulation U does not constitute more than 25% of
the value of the consolidated assets of the Consolidated
Parties. None of the transactions contemplated by this Credit
Agreement (including, without limitation, the direct or
indirect use of the proceeds of the Loans) will violate or
result in a violation of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended,
or regulations issued pursuant thereto, or Regulation T, U or
X. If requested by any Lender or Administrative Agent, the
Borrower will furnish to the Agent and each Lender a statement
to the effect of the foregoing sentences in conformity with
the requirements of FR Form U-1 referred to in Regulation U.
9. Leverage Ratio. Section 7.11(ii) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
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(ii) Leverage Ratio. The Leverage Ratio, as of
the last day of each fiscal quarter of the Consolidated
Parties, shall be less than or equal to:
(a) From December 31, 2000 to and
including December 30, 2001, 3.0 to
1.0; and
(b) From December 31, 2001 and
thereafter, 2.75 to 1.0.
10. Indebtedness. Section 8.1(i) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
(i) liabilities appearing on the balance sheet
of Meridian International, Meridian N. America and Meridian
Japan due to GAAP accounting treatment of the accounts
receivable subject to the Factoring Agreement.
11. Liens. Section 8.2 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
8.2 Liens.
The Credit Parties will not permit any Consolidated
Party to contract, create, incur, assume or permit to exist
any Lien with respect to any of its Property (other than any
"margin stock" within the meaning of Regulation U), whether
now owned or after acquired, except for Permitted Liens.
12. Asset Dispositions. Section 8.5 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
8.5 Asset Dispositions.
The Credit Parties will not permit any Consolidated
Party to make any Asset Disposition (including, without
limitation, any Sale and Leaseback Transaction) other than:
(i) the sale of inventory in the
ordinary course of business for fair consideration;
(ii) the sale or disposition of
machinery and equipment no longer used or useful in
the conduct of such Person's business;
(iii) the sale of accounts receivable to
the Factor pursuant to the Factoring Agreement;
(iv) the sale by the Credit Parties of
any Discontinued Operation and the Groupe Alma
Business, provided that (a) no later than five (5)
Business Days prior to any such sale, the Borrower
shall have
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delivered to the Agent a certificate of the chief
financial officer of the Borrower setting forth the
estimated aggregate consideration and estimated Net
Cash Proceeds to be received for such Discontinued
Operation or the Groupe Alma Business, as applicable,
(b) no later than five (5) Business Days prior to any
such sale, the Borrower shall have delivered to the
Agent, a Pro Forma Compliance Certificate
demonstrating that, upon giving effect to such sale
on a pro forma basis, the Credit Parties shall be in
compliance with all of the covenants set forth in
Section 7.11 and (c) the Credit Parties shall
immediately prepay the Loans as required by Section
3.3(b)(ii) with the Net Cash Proceeds received from
the sale of such Discontinued Operation or the Groupe
Alma Business, as applicable;
(v) the sale, transfer or other
disposition of "margin stock" within the meaning of
Regulation U; and
(vi) other sales of assets (other than
any Discontinued Operation and the Groupe Alma
Business) during any fiscal year having an aggregate
fair market value of less than an amount equal to 10%
of Total Assets of the Consolidated Parties.
Upon a sale of assets permitted by this Section 8.5,
the Agent shall deliver to the Borrower, upon the Borrower's
request and at the Borrower's expense, such documentation as
is reasonably necessary to evidence the release of the Agent's
security interest in such assets.
13. Schedule 6.13. Schedule 6.13 of the Credit Agreement is hereby
amended and restated in its entirety to read as provided on Schedule 6.13
attached hereto.
14. Conditions Precedent.
(a) This Amendment shall become effective upon the
receipt by the Agent of counterparts of this Amendment, duly executed
by the Borrower, the Subsidiary Guarantors, the Agent and the Required
Lenders.
(b) The Agent shall have received a legal opinion from
counsel to the Credit Parties in form and substance satisfactory to the
Agent.
(c) The Borrower shall pay to the Agent, for the account
of each Lender who (i) provides positive oral consent to the Amendment
on or before March 9, 2001 and (ii) executes this Amendment on or
before March 15, 2001, an amendment fee equal to 0.125% of such
Lender's Revolving Commitment.
15. Miscellaneous.
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(a) The term "Credit Agreement" as used in each of the
Credit Documents shall hereafter mean the Credit Agreement as amended
by this Amendment. Except as herein specifically agreed, the Credit
Agreement, and the obligations of the Credit Parties thereunder and
under the other Credit Documents, are hereby ratified and confirmed and
shall remain in full force and effect according to their terms.
(b) The Credit Parties acknowledge and confirm (i) that
the Agent, on behalf of the Lenders, has a valid and enforceable first
priority security interest in the Collateral, (ii) that the Borrower's
obligation to repay the outstanding principal amount of the Loans and
reimburse the Issuing Lender for any drawing on a Letter of Credit is
unconditional and not subject to any offsets, defenses or
counterclaims, (iii) that the Agent and the Lenders have performed
fully all of their respective obligations under the Credit Agreement
and the other Credit Documents, and (iv) by entering into this
Amendment, the Lenders do not waive or release any term or condition of
the Credit Agreement or any of the other Credit Documents or any of
their rights or remedies under such Credit Documents or applicable law
or any of the obligations of any Credit Party thereunder.
(c) The Credit Parties represent and warrant to the
Lenders that (i) the representations and warranties of the Credit
Parties set forth in Section 6 of the Credit Agreement are true and
correct as of the date hereof, (ii) no event has occurred and is
continuing which constitutes a Default or an Event of Default and
(iii) no Credit Party has any counterclaims, offsets, credits or
defenses to the Credit Documents and the performance of its obligations
thereunder, or if any Credit Party has any such claims, counterclaims,
offsets, credits or defenses to the Credit Documents or any transaction
related to the Credit Documents, same are hereby waived, relinquished
and released in consideration of the Lenders' execution and delivery of
this Amendment.
(d) This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same
instrument. It shall not be necessary in making proof of this Amendment
to produce or account for more than one such counterpart.
(e) This Amendment shall be governed by and construed in
accordance with, the laws of the State of Georgia.
(f) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.
(g) The Borrower and the Guarantors, as applicable,
affirm the liens and security interests created and granted in the
Credit Agreement and the Credit Documents and agree that this Amendment
shall in no manner adversely affect or impair such liens and security
interests.
(h) Each Credit Party hereby represents and warrants as
follows:
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(i) Each Credit Party has taken all necessary
action to authorize the execution, delivery and performance of
this Amendment.
(ii) This Amendment has been duly executed and
delivered by the Credit Parties and constitutes each of the
Credit Parties' legal, valid and binding obligations,
enforceable in accordance with its terms, except as such
enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium
or similar laws affecting creditors' rights generally and (ii)
general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in
equity).
(iii) No consent, approval, authorization or order
of, or filing, registration or qualification with, any court
or governmental authority or third party is required in
connection with the execution, delivery or performance by any
Credit Party of this Amendment.
(i) The Guarantors (i) acknowledge and consent to all of
the terms and conditions of this Amendment, (ii) affirm all of their
obligations under the Credit Documents and (iii) agree that this
Amendment and all documents executed in connection herewith do not
operate to reduce or discharge the Guarantors' obligations under the
Credit Agreement or the other Credit Documents.
(j) This Amendment together with the other Credit
Documents represent the entire agreement of the parties and supersedes
all prior agreements and understandings, oral or written if any,
relating to the Credit Documents or the transactions contemplated
herein and therein.
[The remainder of this page is intentionally left blank.]
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Each of the parties hereto has caused a counterpart of this Amendment
to be duly executed and delivered as of the date first above written.
BORROWER: THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC., a Georgia corporation
By: /s/ DONALD E. ELLIS, JR.
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Name: Donald E. Ellis, Jr.
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Title: Exec. VP & CFO
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SUBSIDIARY
GUARANTORS: PRGFS, INC.
PRGLS, INC.
PRGRS, INC., each a Delaware corporation
By: /s/ DONALD E. ELLIS, JR.
----------------------------------------
Name: Donald E. Ellis, Jr.
-------------------------------------
Title: Exec. VP & CFO
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SUBSIDIARY
GUARANTORS: THE PROFIT RECOVERY GROUP USA, INC.
THE PROFIT RECOVERY GROUP U.K., INC.
THE PROFIT RECOVERY GROUP ASIA,
INC.
THE PROFIT RECOVERY GROUP CANADA,
INC.
THE PROFIT RECOVERY GROUP NEW
ZEALAND, INC.
THE PROFIT RECOVERY GROUP
NETHERLANDS, INC.
THE PROFIT RECOVERY GROUP BELGIUM,
INC.
THE PROFIT RECOVERY GROUP MEXICO,
INC.
THE PROFIT RECOVERY GROUP FRANCE,
INC.
THE PROFIT RECOVERY GROUP
AUSTRALIA, INC.
THE PROFIT RECOVERY GROUP
GERMANY, INC.
PRG INTERNATIONAL HOLDING
COMPANY, INC.
THE PROFIT RECOVERY GROUP
SWITZERLAND, INC.
THE PROFIT RECOVERY GROUP SOUTH
AFRICA, INC.,
THE PROFIT RECOVERY GROUP
SPAIN, INC.
THE PROFIT RECOVERY GROUP
ITALY, INC.,
THE PROFIT RECOVERY GROUP
GREECE, INC.,
THE PROFIT RECOVERY GROUP
PORTUGAL, INC.,
PAYMENT TECHNOLOGIES, INC., each a
Georgia corporation
By: /s/ DONALD E. ELLIS, JR.
----------------------------------------
Name: Donald E. Ellis, Jr.
-------------------------------------
Title: Exec VP & CFO
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AGENT: BANK OF AMERICA, N.A.,
(formerly NationsBank, N. A.),
individually in its capacity as a
Lender and in its capacity as Agent
By: /s/ CHRIS A. FIELDS
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Name: Chris A. Fields
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Title: Vice President
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LENDERS: UNION BANK OF CALIFORNIA, N.A.
By: /s/ HAGOF V. JAZADARIAN
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Name: Hagof V. Jazadarian
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Title: Vice President
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FIRST UNION NATIONAL BANK
By: /s/ DAVID L. DRIGGERS
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Name: David L. Driggers
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Title: Senior Vice President
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WACHOVIA BANK, N.A.
By: /s/ KATHERINE W. GUSTA
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Name: Katherine W. Gusta
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Title: Senior Vice President
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FLEET NATIONAL BANK
By:
----------------------------------------
Name:
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Title:
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ATTILA KOC
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Name: Attila Koc
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Title: Senior Vice President
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SUNTRUST BANK
By: /s/ DONALD S. KOMITOR
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Name: Donald S. Komitor
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Title: Director
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By: /s/ BRANDON GULL
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Name: Brandon Gull
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Title: Associate
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CREDIT AGRICOLE INDOSUEZ
By: /s/ PATRICK CONQUEREL
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Name: Patrick Conquerel
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Title: EVP Managing Director
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By: /s/ MICHAEL R. QUINAY
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Name: Michael R. Quinay
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Title: VP, Sr. Manager
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LASALLE BANK NATIONAL ASSOCIATION
By: /s/ HEATHER J. BERTELL
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Name: Heather J. Bertell
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Title: Vice President
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Schedule 1.1(c)
Non-Cash Items
1. Bad Debt $3,700,000
2. Draw Balances $2,900,000
3. Long Term Assets $1,400,000