Unassociated Document


    

      


       

      Exhibit
        10.7

       

      AMENDMENT
        AND WAIVER TO CREDIT AGREEMENT

       

      Amendment
        and Waiver (this “Amendment”) entered into as of August 11, 2005 between
        FIND/SVP, INC., a New York corporation, (the “Borrower”), and BANK OF AMERICA,
        N.A., successor by merger to Fleet National Bank, a national banking association
        organized and existing under the laws of the United States of America (the
        “Bank”).

       

      WHEREAS,
        the Borrower and the Bank are parties to a Credit Agreement dated as of March
        31, 2005 (the “Agreement”);

       

      WHEREAS,
        the Borrower has defaulted under provisions of the Agreement which require
        that
        the Borrower (i) maintain minimum Consolidated EBITDA (as defined in the
        Agreement), (ii) maintain maximum Funded Debt to Consolidated EBITDA Ratio
        (as
        defined in the agreement), and (iii) not permit there to be a net loss on
        a
        consolidated basis (the “Covenant Defaults”); and

       

      WHEREAS,
        the Borrower has requested that the Bank waive, and the Bank has agreed to
        waive, the Covenant Defaults, provided that the Agreement is amended as set
        forth herein.

       

      NOW,
        THEREFORE, the parties hereto hereby agree as follows:

       

      1.  All
        capitalized terms used herein, unless otherwise defined herein, have the
        same
        meanings provided therefor in the Agreement.

       

      2.  The
        Agreement is amended: as follows:

       

      (a)  Section
        2.01(a) of the Agreement shall be amended by adding the following at the
        end of
        the first sentence thereof: 

       

      “;
        and
        provided further that, if the Borrower shall effect any Borrowing, as of
        the
        last day of each month during the fiscal quarter ending September 30, 2005
        the
        ratio of Total Outstandings to cash and Cash Equivalents of the Borrower
        shall
        not exceed 1.25 to 1.00.”

       

      (b)  A
        new
        Section 6.01(d) shall be added and shall read as follows: 

       

      “(d)
        as
        soon as available, but in any event no later than 20 days after the end of
        each
        of July 2005, August 2005 and September 2005, a consolidated and consolidating,
        company-prepared, unaudited monthly financial statement of the Borrower and
        its
        Subsidiaries as at the end of such calendar month, and the related consolidated
        and consolidating statements of income or operations, shareholders’ equity and
        cash flows for such calendar month and for the portion of the Borrower’s fiscal
        year then ended, setting forth in each case in comparative form the figures
        for
        the corresponding calendar month of the previous fiscal year and the
        corresponding portion of the previous fiscal year (except with respect to
        the
        statement of cash flows and shareholders equity), all in reasonable detail,
        such
        statements to be certified by a responsible officer of the Borrower and subject
        to normal and customary quarter-end review procedures.”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)  Section
        7.11(e) of the Agreement is amended by adding the following to the end thereof:
        

       

      “or
        at
        the end of any of July 2005, August 2005 or September 2005.”

       

      3.  The
        Bank
        hereby agrees to waive compliance with the Section 7.11(b), (d) and (e) of
        the
        Agreement for the fiscal quarter ending June 30, 2005. Such waivers are made
        solely to the extent and with respect to the quarter ending June 30,
        2005.

       

      4.  The
        Borrower hereby represents and warrants to the Bank that:

       

      (a)  Each
        and
        every of the representations and warranties set forth in the Agreement and
        in
        the documents executed pursuant thereto or in connection therewith is true
        as of
        the date hereof and with the same effect as though made on the date hereof,
        and
        is hereby incorporated herein in full by reference as if fully restated herein
        in their entirety.

       

      (b)  After
        giving effect to the waivers contained herein, no Default or Event of Default
        now exists.

       

      (c)  The
        Borrower is duly indebted to the Bank under the Loan Documents, as applicable,
        without any claim for offset, defense or counterclaim of any kind whatsoever
        (any such claim as may exist being hereby irrevocably waived).

       

      5.  All
        obligations in connection with the Agreement (as amended hereby) and the
        other
        Loan Documents are and shall continue to be (i) secured by the Collateral
        and
        the Security Documents, and (ii) guaranteed by the Guarantors under the
        Guaranty.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.  Unless
        otherwise indicated, the waivers provided in this Amendment are effective
        only
        in this one instance, only with respect to the Covenant Defaults (for the
        fiscal
        quarter ended June 30, 2005). Furthermore, the amendment and the waivers
        set
        forth in this Amendment are limited precisely as written and shall not be
        deemed
        to (a) be a consent to or a waiver of any other term or condition of the
        Agreement or any of the documents referred to therein or (b) prejudice any
        right
        or rights which the Bank may now have or may have in the future under or
        in
        connection with the Agreement or any other Loan Documents. Whenever the
        Agreement is referred to in the Agreement or in any of the other Loan Documents,
        it shall be deemed to mean the Agreement as amended by this
        Amendment.

       

      7.  This
        Amendment shall be effective as of the date first above written; provided
        that
        this
        Amendment shall not be effective unless and until (i) the Bank shall have
        received counterparts of this Amendment duly signed by the Borrower and the
        Guarantors, (ii) the Borrower shall have paid all the fees and expenses of
        the
        Bank’s outside counsel in connection with the preparation and negotiation of
        this Amendment, as well as a waiver fee of $20,000 (to the Bank) in connection
        with the waiver of the Covenant Defaults, and (iii) the Bank shall have received
        evidence of such proper corporate (or equivalent) organization, existence,
        authority and appropriate corporate (or equivalent) proceedings with respect
        to
        the Borrower and the Guarantors and the matters addressed by this Amendment
        and
        the documents, instruments and agreements executed pursuant hereto or in
        connection herewith, and such other certificates, instruments, and documents
        as
        the Bank shall request.

       

      8.  This
        Amendment may be executed by the parties hereto individually or in any
        combination, in one or more counterparts, each of which shall be an original
        and
        all of which shall together constitute one and the same agreement.

       

      


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      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
        executed and delivered by their respective duly authorized officers as of
        the
        date first above written.

       

      
        	
                FIND/SVP,
                  INC.,

                a
                  New York corporation 

              	
                BANK
                  OF AMERICA, N.A., 

                successor
                  by merger to Fleet National Bank

              
	 	 
	
                By:
                  /s/ Peter
                  Stone            
                  

                Name:
                  Peter Stone

                Title:
                  CFO

                 

              	
                By:
                  /s/ Tanitha
                  Boonyam            
                  

                Name:
                  Tanitha Boonyam

                Title:
                  VP

                 

              


      

      Each
        of
        the undersigned Guarantors hereby consents to this Amendment and reaffirms
        its
        continuing liability under the Guaranty and the Security Agreement (as defined
        in the Agreement as amended hereby) and all other Loan Documents (as defined
        in
        the Agreement, as amended hereby), without any claim for offset, defense
        or
        counterclaim (any such claim as may exist being hereby irrevocably
        waived).

       

      
        	
                ATLANTIC
                  RESEARCH & CONSULTING, INC.

                 

              	
                SIGNIA
                  PARTNERS INCORPORATED

                 

              
	
                By:
                  /s/ Peter
                  Stone                 
                  

                Name:
                  Peter Stone

                Title:
                  VP

              	
                
                  By:
                    /s/ Peter
                    Stone                 
                    

                

                Name:
                  Peter Stone

                Title:
                  VP

                 

              
	
                TTECH
                  ACQUISITION CORP.

                 

              	
                GUIDELINE
                  RESEARCH CORP.

                 

              
	
                
                  By:
                    /s/ Peter
                    Stone                 
                    

                

                Name:
                  Peter Stone

                Title:
                  VP

                 

              	
                
                  By:
                    /s/ Peter
                    Stone                 
                    

                

                Name:
                  Peter Stone

                Title:
                  VP

                 

              
	
                GUIDELINE/CHICAGO,
                  INC.

                 

              	
                ADVANCED
                  ANALYTICS, INC.

                 

              
	
                
                  By:
                    /s/ Peter
                    Stone                 
                    

                

                Name:
                  Peter Stone

                Title:
                  VP

                 

              	
                
                  By:
                    /s/ Peter
                    Stone                 
                    

                

                Name:
                  Peter Stone

                Title:
                  VP

                 

              
	
                TABLINE
                  DATA SERVICES, INC.

                 

              	 
	
                
                  By:
                    /s/ Peter
                    Stone                 
                    

                

                Name:
                  Peter Stone

                Title:
                  VP