Exhibit No. 7.1
Form 10-K - 2000
Headway Corporate Resources, Inc.
SEC File No. 1-16025
THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture, dated as of January 8,
2001, to the Indenture dated as of March 19, 1998, between
Headway Corporate Resources, Inc., a Delaware corporation (the
"Company"), and State Street Bank and Trust Company, N.A., as
trustee (the "Trustee"), as amended by a First Supplemental
Indenture, dated as of October 28, 1998 and a Second Supplemental
Indenture dated as of May 10, 1999 (as amended to date, the
"Indenture").
RECITAL
The Indenture provides that the Company and the Trustee
may, with the consent of the Holders of at least 70% of the
outstanding principal amount of the Company's Increasing Rate
Senior Subordinated Notes due 2006 (the "Securities"), enter into
a Supplemental Indenture for the purpose of amending any
provision (with certain exceptions not relevant hereto) of the
Indenture with respect to the Securities. The Company has
received signed consents of the Holders of at least 70% of the
outstanding principal amount of the Securities approving the
substance of this Third Supplemental Indenture.
NOW, THEREFORE, the parties agree as follows for their
mutual benefit and for the equal and ratable benefit of the
Holders of the Securities:
1. Capitalized terms not defined herein shall have
the meanings given to them in the Indenture.
2. Paragraph 1 of the Securities, Interest, is hereby
amended by deleting the references therein to "twelve (12%)
percent" and "fourteen (14%) percent" and substituting therefor
"thirteen (13%) percent" and "fifteen (15%) percent",
respectively.
3. Section 4.23 of the Indenture, Certain
Consolidated Ratios, is hereby amended by deleting paragraph (b)
thereof in its entirety and replacing it with the following:
"(b) permit the Consolidated Fixed Charge Ratio as
of the end of each four quarter period ending during the
applicable period or on the applicable date set forth below to be
less than that ratio set forth opposite each such period or date:
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Consolidated Fixed Charge
Period Date Ratio Must Not be Less Than
September 30, 2000 through and
including June 30, 2001 1.00 to 1.00
September 30, 2001 1.05 to 1.00
December 31, 2001 1.15 to 1.00
March 31, 2002 and thereafter 1.35 to 1.00; and"
4. Representations and Warranties. In order to
induce the Trustee to enter into this Third Supplemental
Indenture, the Company represents and warrants to the Trustee and
the Holders as follows:
(A) The representations and warranties made by the Company
in Section 5 of the Securities Purchase Agreement are
true and correct on and as of the date hereof;
(B) There has been no material adverse change in the
condition, financial or otherwise, of the Company and
its Subsidiaries, taken as whole, since the most recent
financial reports of the Company received by the
Trustee under Section 4.08 of the Indenture;
(C) The business and properties of the Company and its
Subsidiaries, taken as a whole, are not, and since the
most recent financial report of the Company and it
Subsidiaries received by the Trustee under Section 4.08
of the Indenture, have not been, materially adversely
affected in any substantial way as the result of any
fire, explosion, earthquake, accident, strike, lockout,
combination of workers, flood, embargo, riot,
activities of armed forces, war or acts of God or the
public enemy, or cancellation or loss of any major
contracts; and
(D) No event has occurred and is continuing which
constitutes, and no condition exists which upon the
consummation of the transaction contemplated hereby
would constitute, a Default or an Event of Default
under the Indenture as amended hereby which has not
been waived and consented to hereby.
5. The Third Supplemental Indenture is an indenture
to and in implementation of the Indenture, and the Indenture and
this Third Supplemental Indenture shall henceforth be read
together.
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6. The Trustee accepts the trusts created by the
Indenture, as supplemented by this Third Supplemental Indenture,
and agrees to perform the same upon the terms and conditions in
the Indenture, as supplemented by this Third Supplemental
Indenture.
7. The Indenture as amended and supplemented by this
Third Supplemental Indenture is in all respects confirmed and
preserved and shall remain in full force and effect according to
its terms.
8. This Third Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
9. The provisions of this Third Supplemental
Indenture will take effect immediately upon its execution and
delivery by the Trustee.
10. This Third Supplemental Indenture shall be
governed by the internal laws of the State of New York, without
regard to its principles of conflicts of laws.
11. If any provision of this Third Supplemental
Indenture shall be declared by a court of competent jurisdiction
to be unenforceable, invalid or void, the same shall not impair
any of the other provisions of this Third Supplemental Indenture,
nor shall any party have liability to the other parties as a
result of such unenforceable, invalid or void provision.
(Signature page to the Third Supplemental Indenture follows)
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IN WITNESS WHEREOF, the parties hereto have caused this
Third Supplemental Indenture to be duly executed as of the day
and year first above written.
Headway Corporate Resources, Inc.
By:______________________________
Name:
Title:
Attest: _________________________
Name:
Title:
State Street Bank and Trust Company, N.A.
as Trustee,
By:______________________________
Name:
Title:
Attest: _________________________
Name:
Title
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