Amendment No. 2 to Loan Documents



 EXHIBIT 10.16 
  
 [LOGO OF BANK OF AMERICA] 
  
 AMENDMENT NO. 2 TO LOAN DOCUMENTS 
  
 This Amendment No. 2 (the “Amendment”) dated as of December 13, 2002, is between Bank of America, N.A. (“Lender”) and
Resources Connection, Inc. and Resources Connection LLC (“Borrower”). 
  
 RECITALS 
  
 A.    Borrower has executed various documents concerning credit extended by the Lender, including, without limitation,
the following documents (the “Loan Documents”): 
  
 1.    A certain
Loan Agreement dated as of August 22, 2001 (together with any previous amendments, the “Loan Agreement”). 
  
 B.    Lender and Borrower desire to amend the Loan Documents. 
  
 AGREEMENT

  
 1.    Definitions.    Capitalized terms used but not defined in
this Amendment shall have the meaning given to them in the Loan Documents. 
  
 2.    Amendments to Loan Agreement.    The Loan Agreement is hereby amended as follows: 
  
 (a)    Addition of Paragraph.    The following paragraph is hereby added immediately following the paragraph
entitled “Continuity of Operations”: 
  
 “Notwithstanding anything to the
contrary as set forth in this paragraph, Borrower may repurchase up to 1,500,000 shares of its capital stock during the term of the revolving line of credit so long as no Event of Default has occurred and is continuing or would result from the
repurchase.” 
  
 3.    Representations and Warranties.    When
Borrower signs this Amendment, Borrower represents and warrants to Lender that: (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Loan Documents except those events, if any, that have been
disclosed in writing to Lender or waived in writing by Lender, (b) the representations and warranties in the Loan Documents are true as of the date of this Amendment as if made on the date of this Amendment, (c) this Amendment does not conflict with
any law, agreement, or obligation by which Borrower is bound, and (d) this Amendment is within Borrower’s powers, has been duly authorized, and does not conflict with any of Borrower’s organizational papers. 
  
 4.    Effect of Amendment.    Except as provided in this Amendment, all of the terms and
conditions of the Loan Documents shall remain in full force and effect. 
  
 5.    Counterparts.    This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but
one and the same instrument. 
  
 6.    FINAL AGREEMENT.    THIS
WRITTEN AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN OR AMONG THE PARTIES. 
  
 This Amendment is executed as of the date stated at the beginning of
this Amendment. 
  
 
	 Bank of America, N.A.
 
	 
	 By:
 	 	       /s/    CYNTHIA K.
GOODFELLOW        
 

	  	 	 Cynthia K. Goodfellow, Vice President
 

 
  
 
	 Resources Connection, Inc.
 
	 
	 By:
 	 	       /s/    DONALD B.
MURRAY        
 

	  	 	 Donald B. Murray, President and CEO
 

 
  
 
	 Resources Connection LLC
 
	 
	 By:
 	 	       /s/    DONALD B.
MURRAY        
 

	  	 	 Donald B. Murray, Manager