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EXHIBIT 10.20
THIRD AMENDMENT
THIS THIRD AMENDMENT (this "AMENDMENT") dated as of October 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;
WHEREAS, the requested modifications require the approval of all the
Lenders; and
WHEREAS, all the 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.
(a) The Commitments of Barclays Bank, PLC and UBS, AG Stamford Branch are
hereby terminated in full.
(b) The definition of "Revolving Committed Amount" in Section 1.1 of the
Credit Agreement is amended to read as follows:
"REVOLVING COMMITTED AMOUNT" means FIFTEEN MILLION DOLLARS
($15,000,000) or such lesser amount as the Revolving Committed Amount
may be reduced pursuant to Section 2.1(d) or Section 3.3(c).
(c) The definition of "Tranche A Term Loan Committed Amount" in
Section 1.1 of the Credit Agreement is amended to read as follows:
"TRANCHE A TERM LOAN COMMITTED AMOUNT" means SIXTY-FIVE MILLION
DOLLARS ($65,000,000).
(d) Section 2.3(c) of the Credit Agreement is amended to read as follows:
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(c) AMORTIZATION. The principal amount of the Tranche A Term Loans
shall be repaid in quarterly payments on the dates set forth below:
<Table>
<Caption>
Principal Amortization Tranche A Term Loan Principal
Payment Dates Amortization Payment Amount
----------------------------------------- --------------------------------------
March 31, 2003 $ 2,193,750
June 30, 2003 $ 2,193,750
September 30, 2003 $ 2,193,750
December 31, 2003 $ 2,193,750
March 31, 2004 $ 4,631,250
June 30, 2004 $ 4,631,250
September 30, 2004 $ 4,631,250
December 31, 2004 $ 4,631,250
March 31, 2005 $ 6,053,125
June 30, 2005 $ 6,053,125
September 30, 2005 $ 6,053,125
December 31, 2005 $ 6,053,125
March 31, 2006 $ 3,371,875
June 30, 2006 $ 3,371,875
September 30, 2006 $ 3,371,875
October 26, 2006 Outstanding Principal Balance of the
Tranche A Term Loan
</Table>
(e) SCHEDULE 1.1(A) to the Credit Agreement is amended in its entirety to
read as set forth in SCHEDULE 1.1(A) attached hereto.
(f) Section 8.13 of the Credit Agreement is amended to read as follows:
8.13 CAPITAL EXPENDITURES.
THE CREDIT PARTIES WILL NOT PERMIT AGGREGATE CAPITAL EXPENDITURES FOR
(A) THE FISCAL QUARTER ENDING ON OR ABOUT DECEMBER 31, 2001 TO EXCEED
$1,500,000 AND (B) EACH FISCAL YEAR SET FORTH BELOW TO EXCEED:
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FISCAL YEAR ENDING ON OR ABOUT DECEMBER 31, 2002 $ 7,000,000
FISCAL YEAR ENDING ON OR ABOUT DECEMBER 31, 2003 $ 5,750,000
FISCAL YEAR ENDING ON OR ABOUT DECEMBER 31, 2004 $ 7,300,000
FISCAL YEAR ENDING ON OR ABOUT DECEMBER 31, 2005 $ 8,300,000
FISCAL YEAR ENDING ON OR ABOUT DECEMBER 31, 2006 $ 10,300,000
</Table>
3. COVENANTS. The Credit Parties covenant and agree to furnish the
following documents to the Administrative Agent by no later than October 14,
2002:
(a) certified copies of resolutions of the board of directors of
each of the Credit Parties approving this Amendment and authorizing the
execution and delivery hereof; and
(b) an opinion of counsel to the Credit Parties with respect to
this Amendment in form and substance reasonably satisfactory to the
Administrative Agent.
4. CONDITIONS PRECEDENT. This Amendment shall become effective
immediately upon receipt by the Administrative Agent of each of the following,
in form and substance satisfactory to the Administrative Agent:
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(a) counterparts of this Amendment duly executed by the Credit
Parties and all the Lenders;
(b) new Tranche A Term Notes in favor of each of the Lenders duly
executed by the Borrower;
(c) payment by the Borrower of an upfront fee to each Lender in an
amount equal to one percent (1%) of the increase in the Tranche A Term Loan
of such Lender pursuant to this Amendment; and
(d) payment by the Borrower of all fees and expenses owing to the
Administrative Agent in connection with this Amendment.
5. 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 hereby amended) are true and correct as of the
date hereof (except those that expressly relate to an earlier period).
6. REAFFIRMATION OF GUARANTY. Each Guarantor (i) acknowledges and
consents to all of the terms and conditions of this Amendment, (ii) affirms all
of its obligations under the Credit Documents and (iii) agrees that this
Amendment 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.
7. 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 Amendment shall in
no manner impair or otherwise adversely effect any of the Liens granted in or
pursuant to the Credit Documents.
8. 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.
9. COUNTERPARTS. This Amendment 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 Amendment to
produce or account for more than one such counterpart. Delivery of an executed
counterpart of this Amendment by telecopy by any party hereto shall be effective
as such party's original executed counterpart and shall constitute a
representation that such party's original executed counterpart will be
delivered.
10. NO NOVATION. The execution and delivery of this Amendment shall not
constitute a novation of any indebtedness or other obligations owing to the
Lenders under the Credit Agreement based on any facts or events occurring or
existing prior to the execution and delivery of this Amendment. On the date
hereof, the credit facilities described in the Credit Agreement shall be amended
and supplemented as described in this Amendment, and all loans and other
obligations of the Borrower and Guarantors outstanding as of the date hereof
under the Credit Agreement shall be deemed to be loans and obligations
outstanding under the Credit Agreement as amended, without further action by any
Person.
11. GOVERNING LAW. This Amendment 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 Amendment 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
-----------------------------------------
Name: Kevin S. Little
Title: Chief Financial Officer
GUARANTORS: MEDICAL STAFFING HOLDINGS, LLC,
a Delaware limited liability company
By: Medical Staffing Network Holdings, Inc.
(formerly known as MSN Holdings, Inc.),
a Delaware corporation, its sole member
By: /s/ Kevin S. Little
-----------------------------------------
Name: Kevin S. Little
Title: Chief Financial Officer
[Signature Pages Continue]
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AGENT: BANK OF AMERICA, N.A., in its capacity as Administrative Agent
By: /s/ Suzie Anna Wan
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Name: Suzie Anna Wan
Title: Assistant Vice President
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
Title: Managing Director
LASALLE BANK, NATIONAL ASSOCIATION
By: /s/ Sarah Rusher
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Name: Sarah Rusher
Title: First Vice President
GE CAPITAL CORPORATION
By: /s/ Jay Sepanski
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Name: Jay Sepanski
Title: Duly Authorized Signatory
ANTARES CAPITAL CORPORATION
By: /s/ Daniel L. Barry
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Name: Daniel L. Barry
Title: Director
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 Hurdley
-----------------------------------------
Name: Leslie Hurdley
Title: Officer
JPMORGAN CHASE BANK
By: /s/ Robert Bottamedi
-----------------------------------------
Name: Robert Bottamedi
Title: Vice President
[Signature Pages Continue]
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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
Title: Vice President
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ Brad Langs
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Name: Brad Langs
Title: Vice President
VAN KAMPEN SENIOR FLOATING RATE FUND
By: Van Kampen Investment Advisory Corp.
By: /s/ Brad Langs
-----------------------------------------
Name: Brad Langs
Title: Vice President