Exhibit
10.1


 


EXECUTION
VERSION


 


AMENDED
AND RESTATED SECOND AMENDMENT TO CREDIT AGREEMENT


 


AMENDED AND RESTATED SECOND
AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of October 29,
2010, by and among INTERNATIONAL ADVISORY HOLDINGS CORP., a Delaware
corporation (“Holdings”), INTERNATIONAL CONSULTING ACQUISITION
CORP., a Delaware corporation (the “Borrower”), the lenders party to the
Credit Agreement referred to below (the “Lenders”) and DEUTSCHE BANK
TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative
Agent”). Unless otherwise indicated, all capitalized terms used herein and
not otherwise defined shall have the respective meanings provided such terms in
the Credit Agreement.


 


W I T N E S S E T H :


 


WHEREAS, Holdings, the
Borrower, the Lenders and the Administrative Agent are parties to a Credit
Agreement, dated as of November 16, 2007 (as amended, modified or
supplemented through, but not including, the date hereof, the “Credit
Agreement”); 


 


WHEREAS, Holdings, the
Borrower, the Lenders party thereto and the Administrative Agent are parties to
a Second Amendment to Credit Agreement, dated as of September 27, 2010
(the “Original Second Amendment”); and 


 


WHEREAS, subject to the
terms and conditions of this Second Amendment, the parties hereto wish to amend
and restate the Original Second Amendment in its entirety in the form of this
Second Amendment in order to amend certain provisions of the Credit Agreement
as herein provided;


 


NOW, THEREFORE, it is agreed:


 


I.                 Amendments to
Credit Agreement.


 


1.             The definition of “Consolidated
EBITDA” appearing in Section 1.01 of the Credit Agreement is hereby
amended by deleting the text “December 31, 2008” appearing in clause
(vi) of the first sentence thereof and inserting the text “December 31,
2011” in lieu thereof.


 


2.             Section 9.15(a) of the Credit Agreement is
hereby amended by inserting the following new sentence at the end thereof: 


 


“In addition to the
Aggregate Consideration payable for Permitted Acquisitions pursuant to clause
(v) of the immediately preceding sentence, the Borrower or a Wholly-Owned
Domestic Subsidiary thereof which is a Subsidiary Guarantor may consummate the
acquisition of all of the outstanding Equity Interests of, or all or substantially
all of the assets of, a company previously identified to the Administrative
Agent on or about September 27, 2010 so long as (i) such Permitted
Acquisition is consummated on or before December 31, 2010, (ii) each
of the other requirements of this Section 9.15 and the definition of
Permitted Acquisition are satisfied,


 

















 


(iii) the Aggregate
Consideration payable for such Permitted Acquisition does not exceed the sum of
(I) an initial upfront cash payment not to exceed $9,000,000 plus
(II) an earn-out payment tied to the financial performance of such
Acquired Entity or Business not to exceed $8,000,000, which earn-out payment
(A) shall be paid out over a four-year (or longer) period commencing with
Holdings’ fiscal year ending December 31, 2011 and (B) may only be
paid to the extent that (x) no Default or Event of Default exists at the
time of the respective payment or immediately after giving effect thereto and
(y) such payment does not exceed $4,000,000 in any fiscal year of Holdings
and (iv) the purchase agreement for such Permitted Acquisition expressly
conditions the payment of such earn-out consideration on the satisfaction of
the foregoing conditions.”


 


3.             Section 10.07 of the Credit
Agreement is hereby amended by deleting the text “September 30, 2010
through and including March 30, 2011” and the corresponding ratio of “3.00:1.00”
set forth opposite such text and inserting the following text and ratios in
lieu thereof:


 


	
  “September 30,
  2010 through and including December 30, 2010

  	
   

  	
  3.35:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2010 through and including March 30, 2011

  	
   

  	
  3.00:1.00”.

  	
   

  



 


II.             Miscellaneous
Provisions.


 


1.             In order to induce the Lenders to
enter into this Second Amendment, each of Holdings and the Borrower hereby
represents and warrants that (i) no Default or Event of Default exists as
of the Second Amendment Effective Date (as hereinafter defined), both
immediately before and after giving effect to this Second Amendment and
(ii) all of the representations and warranties contained in the Credit
Agreement and in the other Credit Documents, are true and correct in all
material respects on the Second Amendment Effective Date, both immediately
before and after giving effect to this Second Amendment, with the same effect
as though such representations and warranties had been made on and as of the
Second Amendment Effective Date (it being understood that any representation or
warranty which by its terms is made as of a specific date shall be true and
correct in all material respects only as of such specific date).


 


2.             The Credit Agreement is modified only by the express
provisions of this Second Amendment and this Second Amendment shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.


 


3.             This Second Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.


 


2

















 


4.             THIS SECOND AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


5.             This Second Amendment shall become effective on the date
(the “Second Amendment Effective Date”) when Holdings, the Borrower and
the Required Lenders shall have signed a counterpart hereof (whether the same
or different counterparts) and shall have delivered (including by way of
facsimile or other electronic transmission) the same to White & Case
LLP, 1155 Avenue of the Americas, New York, NY 10036; Attention: Stanley Boris
(facsimile number: 212-354-8113 / email: sboris@whitecase.com) and
(ii) the Borrower shall have paid the outstanding fees and expenses of
White & Case LLP in connection with the Credit Agreement.


 


6.             From and after the Second Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to
the Credit Agreement shall be deemed to be references to the Credit Agreement
as modified hereby.


 


7.             This Second Amendment amends and restates in full the
Original Second Amendment and the Original Second Amendment shall no longer
have any further force or effect.


 


*      *      *


 


3

















 


IN WITNESS WHEREOF, the parties hereto have
caused their duly authorized officers to execute and deliver this Second
Amendment as of the date first above written.


 


	
   

  	
  INTERNATIONAL ADVISORY HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Randy Scheller

  
	
   

  	
   

  	
  Name:

  	
  Randy Scheller

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTERNATIONAL CONSULTING ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Randy Scheller

  
	
   

  	
   

  	
  Name:

  	
  Randy Scheller

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Treasurer

  



 


Signature
page to Amended and Restated Second Amendment to TPI Credit Agreement


 

















 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  
	
   

  	
   

  	
  Individually and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Erin Morrissey

  
	
   

  	
   

  	
  Name:

  	
  Erin
  Morrissey

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scottye Lindsey

  
	
   

  	
   

  	
  Name:

  	
  Scottye
  Lindsey

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


 


Signature
page to Amended and Restated Second Amendment to TPI Credit Agreement