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EXHIBIT 10.18
CONSENT AND AMENDMENT
THIS CONSENT AND AMENDMENT (this "CONSENT") dated as of April 3, 2002 to
the Credit Agreement referenced below is by and among Medical Staffing Network,
Inc., a Delaware corporation (the "BORROWER"), Medical Staffing Holdings, LLC, a
Delaware limited liability company (the "PARENT"), the Subsidiaries of the
Borrower identified as "Guarantors" on the signature pages hereto (together with
the Parent, the "GUARANTORS"), the Lenders identified on the signature pages
hereto and Bank of America, N.A., as Administrative Agent.
W I T N E S S E T H
WHEREAS, a $120 million credit facility has been extended to the Borrower
pursuant to the terms of that Credit Agreement (as amended, modified and
supplemented from time to time, the "CREDIT AGREEMENT") dated as of October 26,
2001 among the Borrower, the Guarantors, the Lenders, LaSalle Bank, National
Association, as syndication agent, and General Electric Capital Corporation,
Barclays Bank, PLC, and Antares Capital Corporation, as co-documentation agents,
and Bank of America, N.A., as Administrative Agent;
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement; and
WHEREAS, the Required Lenders have agreed to the requested modifications on
the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein but not otherwise
defined herein shall have the meanings provided to such terms in the Credit
Agreement.
2. AMENDMENTS. The Credit Agreement is amended in the following respects:
(a) In Section 3.3(b)(iii) of the Credit Agreement, the reference to
"$60 million" in clause (A) of the second paragraph thereof is amended to
read "$65 million" with respect to a Qualifying IPO that is consummated on
or prior to July 31, 2002.
(b) In the definition of "PIK Financing" in Section 1.1 of the
Credit Agreement the reference to "$60 million" in clause (a) thereof is
amended to read "$65 million" with respect to a Qualifying IPO that is
consummated on or prior to July 31, 2002.
(c) Schedule 6.27(b) to the Credit Agreement is amended by deleting
it in its entirety and replacing it with Schedule 6.27(b) hereto.
3. PERIOD OF EFFECTIVENESS. Notwithstanding anything in Section 2 above
or elsewhere in this Amendment to the contrary, the amendments in Section 2(a)
and Section 2(b) shall be effective only for a Qualifying IPO that is
consummated on or prior to July 31, 2002. If a Qualifying IPO is consummated
after July 31, 2002, the amendments in Section 2(a) and Section 2(b) shall not
be effective with respect to such Qualifying IPO.
4. CONSENT. The Borrower's fiscal year ends on the Sunday closest to
December 31. The provisions of the Credit Agreement contemplates a December 31
fiscal year end (and fiscal quarter ends of March 31, June 30 and September 30).
The parties hereto agree that each reference to March 31, June 30, September 30
and December 31 in the Credit Agreement (other than such references in Section
2.3(c) and Section 2.4(c)) shall be deemed to refer to the last day of the
fiscal quarter or fiscal year of the Borrower, as applicable, ending on or about
such date. In addition, each reference to January 1, April 1, July 1 and October
1 in Section 7.11(a) shall be deemed to refer to the first day of the fiscal
quarter or fiscal year of the Borrower, as applicable, beginning on or about
such date.
5. CONDITIONS PRECEDENT. This Consent shall be effective as of the date
hereof upon (a) receipt by the Administrative Agent of multiple counterparts of
this Consent executed by the Credit Parties and the Required Lenders and (b)
payment by the Credit Parties of all fees and expenses owing to Moore & Van
Allen, PLLC, counsel to the Administrative Agent.
6. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. The Borrower affirms
that the representations and warranties set forth in the Credit Agreement and
the other Credit Documents (as
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hereby amended) are true and correct as of the date hereof (except those that
expressly relate to an earlier period).
7. REAFFIRMATION OF GUARANTY. Each Guarantor (i) acknowledges and
consents to all of the terms and conditions of this Consent, (ii) affirms all of
its obligations under the Credit Documents and (iii) agrees that this Consent
and all documents executed in connection herewith do not operate to reduce or
discharge such Guarantor's obligations under the Credit Agreement or the other
Credit Documents.
8. REAFFIRMATION OF SECURITY INTERESTS. The Borrower and each Guarantor
(i) affirms that each of the Liens granted in or pursuant to the Credit
Documents are valid and subsisting and (ii) agrees that this Consent shall in no
manner impair or otherwise adversely effect any of the Liens granted in or
pursuant to the Credit Documents.
9. NO OTHER CHANGES. Except as modified hereby, all of the terms and
provisions of the Credit Agreement and the other Credit Documents (including
schedules and exhibits thereto) shall remain in full force and effect.
10. COUNTERPARTS. This Consent may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Consent to
produce or account for more than one such counterpart.
11. GOVERNING LAW. This Consent shall be deemed to be a contract made
under, and for all purposes shall be construed in accordance with, the laws of
the State of New York.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Consent to be duly executed and delivered as of the date first above
written.
BORROWER: MEDICAL STAFFING NETWORK, INC.,
a Delaware corporation
By: /s/ Kevin S. Little
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Name: Kevin S. Little
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Title: Chief Financial Officer
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GUARANTORS: MEDICAL STAFFING HOLDINGS, LLC,
a Delaware limited liability company
By: MSN Holdings, Inc., a Delaware corporation,
its sole member
By: /s/ Kevin S. Little
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Name: Kevin S. Little
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Title: Chief Financial Officer
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AGENT: BANK OF AMERICA, N.A., in its capacity as Administrative Agent
By: /s/ James W. Ford
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Name: James W. Ford
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Title: Managing Director
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LENDERS: BANK OF AMERICA, N.A., in its capacity as a Lender
By: /s/ James W. Ford
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Name: James W. Ford
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Title: Managing Director
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LASALLE BANK, NATIONAL ASSOCIATION
By: /s/ Dana Friedman
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Name: Dana Friedman
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Title: Vice President
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GE CAPITAL CORPORATION
By: /s/ Brian S. Beckwith
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Name: Brian S. Beckwith
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Title: Duly Authorized Signatory
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ANTARES CAPITAL CORPORATION
By:
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Name:
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Title:
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JP MORGAN CHASE BANK, as trustee of the
ANTARES FUNDING TRUST created under the
Trust Agreement dated as of November 30, 1999
By: /s/ Leslie Hundley
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Name: Leslie Hundley
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Title: Officer
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BARCLAYS BANK, PLC
By: /s/ John Giannone
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Name: John Giannone
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Title: Director
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JPMORGAN CHASE BANK
By: /s/ Robert Bottamedi
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Name: Robert Bottamedi
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Title: Vice President
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UBS, AG STAMFORD BRANCH
By:
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Name:
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Title:
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VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ Brad Langs
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Name: Brad Langs
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Title: Vice President
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VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ Brad Langs
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Name: Brad Langs
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Title: Vice President
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SALOMON BROTHERS HOLDING COMPANY, INC.
By:
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Name:
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Title:
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