4th Amendment to Credit Agreement dated 11/27/02



 Exhibit 10.1 
  
  
 FOURTH AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 

 
 This FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is dated as of November 27,
2002, by and among AHL SERVICES, INC. (“AHL”), ARGENBRIGHT, INC. (“Argenbright”), ARGENBRIGHT HOLDINGS LIMITED (“U.S. Holdings”), ADI ALPHA HOLDING GMBH (“ADI Alpha”), TUJA ZEITARBEIT GMBH & CO. KG,
INGOLSTADT, (“Tuja”), and AHL EUROPE LIMITED (“AHL Europe Limited”; together with AHL, Argenbright, U.S. Holdings, ADI Alpha and Tuja, collectively referred to as the “Borrowers”), the undersigned financial institutions
listed on the signature pages hereto as Lenders, and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly First Union National Bank), a national banking association (“Wachovia”), as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”). 
  
 RECITALS 
  
 WHEREAS, the Lenders, the Administrative Agent and the Borrowers are parties to that certain Third Amended and Restated Credit Agreement, dated as of April 12, 2002 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement); and

  
 WHEREAS, the Borrowers have requested that the Required Lenders and the Administrative Agent agree to amend
certain provisions of the Credit Agreement as set forth herein, upon and subject to all of the terms, conditions and provisions hereof. 
  
 NOW, THEREFORE, in consideration of the premises and the agreements, covenants and provisions herein contained and for TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
  
 SECTION 1    AMENDMENT TO CREDIT AGREEMENT 

 
 Subject to the satisfaction of each of the conditions precedent set forth in Section 3 of this Amendment, the Borrowers, the
Lenders party hereto and the Administrative Agent hereby agree that the Credit Agreement be, and it hereby is, amended as follows: 
  
 Amendment to Section 2.4(g). 
  
 Section 2.4(g) of the Credit Agreement is hereby
amended to delete Section 2.4(g) in its entirety and to substitute the following therefor: 
  
 (g)    Subject to adjustment from time to time by the Required Lenders with 







  
 the consent of the Borrowers, the Aggregate Commitment shall be reduced by
$4,690,000 on December 20, 2002. Such reduction shall be in addition to, and not in lieu of, all other reductions of the Aggregate Commitment required to be made under the terms of this Agreement. 
  
 SECTION 2    REPRESENTATIONS AND WARRANTIES 
  
 In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to the Lenders that: (a) immediately prior to the effectiveness of
this Amendment, all of the representations set forth in the Credit Agreement were accurate in all material respects as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which
case such representations and warranties shall have been true and correct on and as of such date, (b) after giving effect to this Amendment, all of the representations and warranties set forth in the Credit Agreement, will be accurate in all
material respects as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such date,
and (c) there exists no Default or Event of Default under the Credit Agreement or the Loan Documents as of the date hereof. 
  
 SECTION
3    CONDITIONS TO EFFECTIVENESS 
  
 The amendment to the Credit Agreement set forth in Section 1
of this Amendment shall be deemed to be effective on the date hereof but shall be subject to the satisfaction of each of the following conditions precedent: 
  
 (a)    The Administrative Agent shall have received counterparts to this Amendment duly executed by the Borrowers and the Required
Lenders. 
  
 (b)    The Administrative Agent shall have received such other
documents as it shall have reasonably requested, in form and substance satisfactory to the Administrative Agent. 
  
 SECTION
4    MISCELLANEOUS 
  
 4.1    Ratification, Reaffirmation, Acknowledgement
and Confirmation. 
  
 (a)    By its execution below, each Borrower hereby (i)
ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of the Administrative Agent and the Security Trustee, under each Loan Document to which it,
initially or by contract or operation of law (as a result of mergers, amalgamations or otherwise), is a party, (ii) agrees and acknowledges that such ratification and reaffirmation is not a condition to the continued effectiveness of such Loan
Documents, and (iii) agrees that neither such ratification and reaffirmation, nor the Agents’ nor any Lenders’ solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition
requiring a similar or any other ratification or reaffirmation from the Borrowers with respect to any subsequent 

 
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 modification, consent or waiver with respect to the Credit Agreement or other Loan Documents. The Credit Agreement and
each other Loan Document is in all respects hereby ratified and confirmed and neither the execution, delivery nor effectiveness of this Amendment shall operate as a waiver of any Default or Event of Default (whether or not known to the Agents, the
Security Trustee or any Lender) or any right, power or remedy of the Agents, the Security Trustee or any Lender of any provision contained in the Credit Agreement or any other Loan Document, whether as a result of any Default or Event of Default or
otherwise. This Amendment shall constitute a “Loan Document” for purposes of the Credit Agreement. 
  
 (b)    By its execution below, each Borrower hereby acknowledges and confirms that (i) it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising
under or with respect to), in any case based upon acts or omissions of any Agent, the Security Trustee or any of the Lenders occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the effectiveness, genuineness,
validity, collectibility or enforceability of the Credit Agreement or any of the other Loan Documents, the Obligations, the Liens securing such Obligations, or any of the terms or conditions of any Loan Document and (ii) it does not possess (and
hereby forever waives, remises, releases, discharges and holds harmless the Lenders, the Agents, the Security Trustee and their respective affiliates, stockholders, directors, officers, employees, attorneys, agents and representatives and each of
their respective heirs, executors, administrators, successors and assigns (collectively, the “Indemnified Parties”) from and against, and agrees not to allege or pursue) any action, cause of action, suit, debt, claim, counterclaim,
cross-claim, demand, defense, offset, opposition, demand and other right of action whatsoever, whether in law, equity or otherwise (which it, all those claiming by, through or under it, or its successors or assigns, have or may have) against the
Indemnified Parties, or any of them, by reason of any matter, cause or thing whatsoever, with respect to events or omissions occurring or arising on or prior to the date hereof and relating to the Credit Agreement or any of the other Loan Documents
(including, without limitation, with respect to the payment, performance, validity or enforceability of the Obligations, the Liens securing the Obligations or any or all of the terms or conditions of any Loan Document) or any transaction relating
thereto. 
  
 4.2    Counterparts.    This Amendment may be executed by
each party to this Amendment upon a separate copy, and in such case one counterpart of this Amendment shall consist of enough of such copies to reflect the signature of all of the parties to this Amendment. This Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Amendment or its terms to produce or account for more than one of such counterparts. 
  
 4.3    General.    All references to the Credit Agreement in that document or in any other
Loan Document shall mean the Credit Agreement as amended hereby. Except as expressly provided herein, the execution and delivery of this Amendment does not and will not amend, modify or supplement any provision of, or constitute a consent to or a
waiver of any noncompliance with the provisions of, the Credit Agreement or the other Loan Documents, and, except as specifically 

 
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 provided in this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and
confirmed. 
  
 4.4    Construction.    This Amendment is a Loan
Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement. 
  
 4.5    Governing Law.    This Amendment shall be governed by, construed and enforced in accordance with the laws of the State
of Georgia, without reference to the conflicts or choice of law principles thereof. 
  
 4.6    Successors and Assigns.    This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

 
  
 [Signatures appear on following pages] 
  

 
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers hereunder duly authorized as of the day and year first written above. 
  
  
 
	 BORROWERS:
 
	 
	 AHL SERVICES, INC.
 
	 
	 By:
 	 	 /s/    A. CLAYTON PERFALL
 
	  	 	 

	 Title:
 	 	 Chief Executive Officer
 
	  	 	 

	  	 	 [CORPORATE SEAL]
 
	 
	 ARGENBRIGHT, INC.
 
	 
	 By:
 	 	 /s/    A. CLAYTON PERFALL
 
	  	 	 

	 Title:
 	 	 Chief Executive Officer
 
	  	 	 

	  	 	 [CORPORATE SEAL]
 
	 
	 ARGENBRIGHT HOLDINGS LIMITED
 
	 
	 By:
 	 	 /s/    A. CLAYTON PERFALL
 
	  	 	 

	 Title:
 	 	 Chief Executive Officer
 
	  	 	 

	  	 	 [CORPORATE SEAL]
 
	 
	 ADI ALPHA HOLDING GMBH
 
	 
	 By:
 	 	 /s/    A. CLAYTON PERFALL
 
	  	 	 

	 Title:
 	 	 Chief Executive Officer
 
	  	 	 

	  	 	 [CORPORATE SEAL]
 

 







  
 
	 TUJA ZEITARBEIT GMBH & CO. KG, INGOLSTADT
 
	 
	 By:
 	 	 /s/    A. CLAYTON PERFALL
 
	  	 	 

	 Title:
 	 	 Chief Executive Officer
 
	  	 	 

	  	 	 [CORPORATE SEAL]
 
	 
	 AHL EUROPE LIMITED
 
	 
	 By:
 	 	 /s/    A. CLAYTON PERFALL
 
	  	 	 

	 Title:
 	 	 Chief Executive Officer
 
	  	 	 

	  	 	 [CORPORATE SEAL]
 

 







  
 
	 LENDERS:
 
	 
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Issuing Bank and Lender
 
	 
	 By:
 	 	 /s/    REGINALD T. DAWSON
 
	  	 	 

	 Title:
 	 	 Director
 
	  	 	 

	 
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 London Branch, as
European Swingline Lender
 
	 
	 By:
 	 	 /s/    REGINALD T. DAWSON
 
	  	 	 

	 Title:
 	 	 Director
 
	  	 	 

	 
	 SUNTRUST BANK, as Lender
 
	 
	 By:
 	 	 /s/    GEORGE A. WAYS
 
	  	 	 

	 Title:
 	 	 Managing Director
 
	  	 	 

	 
	 BANK OF AMERICA, N.A., as Lender
 
	 
	 By:
 	 	  
	  	 	 

	 Title:
 	 	  
	  	 	 


 







  
 
	 FLEET NATIONAL BANK, as Lender
 
	 
	 By:
 	 	 /s/    ALBERT J. BURESCH
 
	  	 	 

	 Title:
 	 	 Vice President
 
	  	 	 

	 
	 DZ BANK AG DEUTSCHE ZENTRAL- GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, NEW YORK BRANCH, as Lender
 
	 
	 By:
 	 	 /s/    NANCY J. O’CONNOR
 
	  	 	 

	 Title:
 	 	 Vice President
 
	  	 	 

	 
	 By:
 	 	 /s/    BRUCE J. O’CONNOR
 
	  	 	 

	 Title:
 	 	 Vice President
 
	  	 	 

	 
	 THE BANK OF NOVA SCOTIA, as Lender
 
	 
	 By:
 	 	 /s/    WILLIAM E. ZARRET
 
	  	 	 

	 Title:
 	 	 Managing Director
 
	  	 	 

	 
	 SCOTIABANK EUROPE plc, as Lender for Revolving Loans made in Alternative Currencies, as Lender
 
	 
	 By:
 	 	 /s/    RICHARD MILLAND
 
	  	 	 

	 Title:
 	 	 Director
 
	  	 	 

	 
	 SALOMON BROTHERS HOLDING
COMPANY INC., as Lender
 
	 
	 By:
 	 	 /s/    CARLTON B. KLEIN
 
	  	 	 

	 Title:
 	 	 Managing Director
 
	  	 	 


 







  
 
	 BANK ONE, NA, as Lender
 
	 
	 By:
 	 	 /s/    DIANNE M. STARK
 
	  	 	 

	 Title:
 	 	 First Vice President
 
	  	 	 

	 
	 SOVEREIGN BANK, as Lender
 
	 
	 By:
 	 	 /s/    LEE LAPIERRE
 
	  	 	 

	 Title:
 	 	 Vice President
 
	  	 	 

	 
	 BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE INC., as Lender 
 
	 
	 By:
 	 	  
	  	 	 

	 Title:
 	 	  
	  	 	 

	 
	 By:
 	 	  
	  	 	 

	 Title:
 	 	  
	  	 	 


 







  
 
	 MIZUHO CORPORATE BANK, LIMITED as Lender
 
	 
	 By:
 	 	  
	  	 	 

	 Title:
 	 	  
	  	 	 

	 
	 BANK LEUMI LE-ISRAEL, B.M.,
 MIAMI AGENCY, as Lender

 
	 
	 By:
 	 	 /s/    SCHLOMO SPRITZER
 
	  	 	 

	 Title:
 	 	 F.V.P.
 
	  	 	 

	 
	 U.S. BANK NATIONAL ASSOCIATION, as Lender
 
	 
	 By:
 	 	 /s/    TIMOTHY N. SCHEER
 
	  	 	 

	 Title:
 	 	 Vice President