exv10w1






Exhibit 10.1




SECOND LOAN DOCUMENTS MODIFICATION AGREEMENT




     THIS SECOND LOAN DOCUMENTS MODIFICATION AGREEMENT (this “Amendment”) is made and
entered into as of the 30th day of September, 2010, by and among PRGX GLOBAL, INC., a
Georgia corporation formerly known as PRG-Schultz International, Inc. (“PRGX”), PRGX USA,
INC., a Georgia corporation formerly known as PRG-Schultz USA, Inc. (“PRG-USA”) (PRGX and
PRG-USA are each individually, a “Borrower”, and collectively, the “Borrowers”),
and SUNTUST BANK, as Administrative Agent, the sole Lender and Issuing Bank.



BACKGROUND STATEMENT




     WHEREAS, Borrowers have entered into that certain Revolving Credit and Term Loan Agreement,
dated as of January 19, 2010 (as may be subsequently amended, restated, supplemented or otherwise
modified from time-to-time, the “Credit Agreement”; all capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement), with
the Administrative Agent, the issuing bank thereunder and the lenders from time to time party
thereto (the “Lenders”); and



     WHEREAS, Borrowers, Administrative Agent, the sole Lender and Issuing Bank have agreed to
amend the Credit Agreement and the other Loan Documents.



     NOW, THEREFORE, for and in consideration of the above premises and other good and valuable
consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto,
Borrowers, Administrative Agent, the sole Lender and Issuing Bank agree as follows:



     1. Modification of Credit Agreement and Loan Documents. The Credit Agreement is
hereby amended, effective as of the date hereof, as follows:




A. By deleting Section 6.2 in its entirety and replacing it with the following:




“Section 6.2 Fixed Charge Coverage Ratio. (a) The Borrowers will maintain,
as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending
September 30, 2010, a Fixed Charge Coverage Ratio of not less than 1.25 : 1.00, and
(b) the Borrowers will maintain, as of the end of each Fiscal Quarter, commencing
with the Fiscal Quarter ending March 31, 2011, a Fixed Charge Coverage Ratio of not
less than 1.50 : 1.00.”




B. By deleting Section 6.3 in its entirety and replacing it with the following:




“Section 6.3 Minimum Consolidated Adjusted EBITDA. (a) The Borrowers will
maintain, as of the last day of each Fiscal Quarter, commencing with the Fiscal
Quarter ending September 30, 2010, Consolidated Adjusted EBITDA for the four Fiscal
Quarters then ended of not less than $20,900,000, and (b) the Borrowers will
maintain, as of the last day of each Fiscal Quarter, commencing with the Fiscal
Quarter ending March 31, 2011, Consolidated Adjusted EBITDA for the four Fiscal
Quarters then ended of not less than $22,500,000.”


Without limiting the generality of clause (i) of the sixth sentence of Section 1.4 of the Credit
Agreement (or any corresponding provision of any other Loan Document), the terms of the Loan
Documents are hereby amended, effective as of the date hereof, so that all references therein to
the Credit Agreement shall refer to Credit Agreement as amended herein.







 









 








     2. Ratification and Reaffirmation. Except as herein expressly modified or amended,
all the terms and conditions of the Credit Agreement and the other Loan Documents are hereby
ratified, affirmed, and approved. As of the date hereof, Borrowers hereby reaffirm and restate
each and every warranty and representation set forth in any Loan Document, in each case except to
the extent such warranty or representation expressly relates to an earlier date. In consideration
of Administrative Agent agreeing to the transactions contemplated by this Amendment, Borrowers
agree to pay to Administrative Agent an amendment fee in the amount of $42,750.00, plus all
reasonable, out-of-pocket costs and expenses of the Administrative Agent incurred in connection
with the preparation and execution of this Amendment and consummation of the transactions
contemplated hereby.



     3. No Novation. The parties hereto hereby acknowledge and agree that this Amendment
shall not constitute a novation of the indebtedness evidenced by any of the Loan Documents, and
further that the terms and provisions of the Loan Documents shall remain valid and in full force
and effect except as be herein modified and amended.



     4. No Defenses; Release. For purposes of this Paragraph 4, the term “Borrower
Parties” shall mean Borrowers collectively and the term “Lender Parties” shall mean
Administrative Agent, Lenders and Issuing Bank, and shall include each of their respective
predecessors, successors and assigns, and each past and present, direct and indirect, parent,
subsidiary and affiliated entity of each of the foregoing, and each past and present employee,
agent, attorney-in-fact, attorney-at-law, representative, officer, director, shareholder, partner
and joint venturer of each of the foregoing, and each heir, executor, administrator, successor and
assign of each of the foregoing; references in this paragraph to “any” of such parties shall be
deemed to mean “any one or more” of such parties; and references in this sentence to “each of the
foregoing” shall mean and refer cumulatively to each party referred to in this sentence up to the
point of such reference. Each Borrower hereby acknowledges, represents and agrees: that, as of the
date hereof, Borrowers have no defenses, setoffs, claims, counterclaims or causes of action of any
kind or nature whatsoever with respect to the Credit Agreement, the other Loan Documents or the
Obligations, or with respect to any other documents or instruments now or heretofore evidencing,
securing or in any way relating to the Obligations (all of said defenses, setoffs, claims,
counterclaims or causes of action being hereinafter referred to as “Loan Related Claims”);
that, to the extent that Borrowers may be deemed to have any Loan Related Claims as of the date
hereof, Borrowers do hereby expressly waive, release and relinquish any and all such Loan Related
Claims, whether or not known to or suspected by Borrowers; that Borrowers shall not institute or
cause to be instituted any legal action or proceeding of any kind based upon any Loan Related
Claims; and that Borrowers shall indemnify, hold harmless and defend all Lender Parties from and
against any and all Loan Related Claims and any and all losses, damages, liabilities and related
reasonable expenses (including reasonable fees, charges and disbursements of any counsel for any
Lender Parties) suffered or incurred by any Lender Parties as a result of any assertion or
allegation by any Borrower Parties of any Loan Related Claims or as a result of any legal action
related thereto, provided that such indemnity shall not , as to any Lender Parties, be
available to the extent that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from (i) the gross negligence or willful misconduct of such Lender Parties or (ii) a claim
brought by any Borrower against any Lender Parties for breach in bad faith of such Lender Parties’
obligations under any Loan Document. Notwithstanding the foregoing provisions of this Paragraph 4,
Borrowers make no such releases, representations, warranties, standstills or agreements with
respect to any future Loan Related Claims.



     5. No Waiver or Implication. Borrowers hereby agree that nothing herein shall
constitute a waiver by Administrative Agent or any Lender of any default, whether known or unknown,
which may now exist under the Credit Agreement or any other Loan Document. Borrowers hereby
further agree that no action, inaction or agreement by Administrative Agent or any Lender,
including, without limitation, any extension, indulgence, waiver, consent or agreement of
modification which may have occurred or



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have been granted or entered into (or which is now occurring or is being granted or entered
into hereunder or otherwise) with respect to nonpayment of the Loans or any portion thereof, or
with respect to matters involving security for the Loans, or with respect to any other matter
relating to the Loans, shall require or imply any future extension, indulgence, waiver, consent or
agreement by Administrative Agent or any Lender. Borrowers hereby acknowledge and agree that
Administrative Agent has made no agreement, and is in no way obligated, to grant any future
extension, indulgence, waiver or consent with respect to the Loans or any matter relating to the
Loans.




     6. No Release of Collateral. Borrowers further acknowledge and agree that this
Amendment shall in no way occasion a release of any collateral held by Administrative Agent as
security to or for the Loans, and that all collateral held by Administrative Agent as security to
or for the Loans shall continue to secure the Loans.



     7. Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original hereof and submissible into evidence and all of which together
shall constitute one instrument.



     8. Headings. The headings of the paragraphs and other provisions hereof are provided
for convenience only and shall not in any way affect the meaning or construction of any provision
of this Amendment.



     9. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of Borrowers, Administrative Agent, Lenders, Issuing Bank and their respective heirs,
successors and assigns, whether voluntary by act of the parties or involuntary by operation of law.



(Signatures on following page)



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     IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day
and year first above written.



	 	 	 	 	 
	 	PRGX GLOBAL, INC., a Georgia corporation, formerly

known as PRG-Schultz International, Inc.

 	 
	 	By:  	/s/ Robert B. Lee 	 
	 	 	Name:  	Robert B. Lee 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	 	  	[CORPORATE SEAL] 	 
	 
	 	PRGX USA, INC., a Georgia corporation, formerly known

as PRG-Schultz USA, Inc.

 	 
	 	By:  	/s/ Robert B. Lee 	 
	 	 	Name:  	Robert B. Lee 	 
	 	 	Title:  	Chief Financial Officer  	 
	 
	 	 	  	[CORPORATE SEAL] 	 
	 



	 	 	 	 	 
	 	SUNTRUST BANK, as Administrative Agent, the sole

Lender and Issuing Bank

 	 
	 	By:  	/s/ D. Scott Cathcart 	 
	 	 	Name:  	D. Scott Cathcart 	 
	 	 	Title:  	FVP