Exhibit 10.1


 


EXECUTION COPY


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


FIRST
AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of September
11, 2009, 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”); and


 


WHEREAS,
subject to the terms and conditions of this First Amendment, the parties hereto
wish to amend to certain provisions of the Credit Agreement as herein provided;


 


NOW, THEREFORE, it is agreed: 


 


I.              Amendments to Credit Agreement.


 


1.               Section 5.02(b) of the
Credit Agreement is hereby amended by deleting Section 5.02(b)(i) in its
entirety and inserting the following new Section 5.02(b)(i) in lieu
thereof:


 


“(b) (i) In addition to any other mandatory repayments
pursuant to this Section 5.02, on each date set forth below (each, a “Scheduled
Initial Term Loan Repayment Date”), the Borrower shall be required to repay
that principal amount of Initial Term Loans, to the extent then outstanding, as
is set forth opposite each such date below (each such repayment, as the same
may be (x) reduced as provided in Section 5.01(a), 5.01(b) or 5.02(g)
with respect to payments made after September 11, 2009 or (y) increased as
provided in Section 2.14(c), a “Scheduled Initial Term Loan Repayment”):


 


	
  Scheduled Initial Term Loan

  Repayment Date

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The last Business Day of Holdings’ fiscal quarter
  ending September 30, 2009 

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The last Business Day of Holdings’ fiscal quarter
  ending December 31, 2009

  	
   

  	
  $

  	
  5,000,000

  	
   

  



 

















 


	
  Scheduled Initial Term Loan

  	
   

  	
   

  	
   

  
	
  Repayment Date

  	
   

  	
  Amount

  	
   

  
	
  The last Business Day of Holdings’ fiscal quarter
  ending March 31, 2010

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Initial Term Loan Maturity Date

  	
   

  	
  $

  	
  69,812,500

  	
  ”

  



 


2.               Section 10.07 of the
Credit Agreement is hereby amended by deleting said Section in its
entirety and inserting the following new Section 10.07 in lieu thereof:


 


“10.07 Total Leverage Ratio. Holdings will not permit the Total
Leverage Ratio at any time during a period set forth below to exceed the ratio
set forth opposite such period below:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Initial
  Borrowing Date through and including June 29, 2008 

  	
   

  	
  4.25:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June
  30, 2008 through and including September 29, 2008 

  	
   

  	
  4.00:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September
  30, 2008 through and including March 30, 2009 

  	
   

  	
  3.75:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March
  31, 2009 through and including June 29, 2009 

  	
   

  	
  3.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June
  30, 2009 through and including September 29, 2010 

  	
   

  	
  3.25:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September
  30, 2010 through and including March 30, 2011 

  	
   

  	
  3.00:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March
  31, 2011 through and including June 29, 2011 

  	
   

  	
  2.75:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June
  30, 2011 through and including September 29, 2011 

  	
   

  	
  2.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2011 through and including December
  30, 2011  

  	
   

  	
  2.25:1.00

  	
   

  



 


2

















 


	
  December 31, 2011 and thereafter  

  	
   

  	
  2.00:1.00”.

  	
   

  



 


II.                                     Miscellaneous
Provisions.


 


1.             In order to induce
the Lenders to enter into this First Amendment, each of Holdings and the
Borrower hereby represents and warrants that (i) no Default or Event of
Default exists as of the First Amendment Effective Date (as hereinafter
defined), both immediately before and after giving effect to this First
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 First Amendment Effective Date, both immediately
before and after giving effect to this First Amendment, with the same effect as
though such representations and warranties had been made on and as of the First
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 First Amendment
and this First Amendment shall not constitute a modification, acceptance or
waiver of any other provision of the Credit Agreement or any other Credit
Document.


 


3.             This First
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.


 


4.             THIS
FIRST 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 First
Amendment shall become effective on the date (the “First  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: Jessica Marchand (facsimile number: 212-354-8113
/ email: jmarchand@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
First 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.


 


*     *     *


 


3

















 


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


 


	
   

  	
  INTERNATIONAL
  ADVISORY HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Frank Martell

  
	
   

  	
   

  	
  Name:

  	
  Frank
  Martell

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INTERNATIONAL
  CONSULTING ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Frank Martell

  
	
   

  	
   

  	
  Name:

  	
  Frank
  Martell

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Signature page to First 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/
  Omayra Laucella

  
	
   

  	
   

  	
  Name:

  	
  Omayra
  Laucella

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


Signature page to First Amendment to TPI Credit Agreement