exhibit10_1.htm


    


     

    


    Exhibit
10.1

    


    


    AMENDMENT
NO. 1 TO CREDIT AGREEMENT

    


     

    AMENDMENT
NO. 1, dated as of March 27, 2009 (this “Amendment”), among ON
ASSIGNMENT, INC., a Delaware corporation (“Borrower”), the
Guarantors, UBS AG, STAMFORD BRANCH, as Administrative Agent, and the Required
Lenders listed on the signature pages hereto, to the CREDIT AGREEMENT, dated as
of January 31, 2007 (the “Credit Agreement”),
among the Borrower, the Guarantors, each lender from time to time party thereto
(collectively, the “Lenders” and,
individually, a “Lender”), UBS AG,
STAMFORD BRANCH, as Administrative Agent, Issuing Lender and Collateral Agent,
UBS SECURITIES LLC, as Arranger, Bookmanager and Syndication Agent, UBS LOAN
FINANCE, as Swingline Lender, and the Co-Documentation Agents named
therein.  Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement.

     

    WHEREAS,
Section 10.02 of the Credit Agreement permits the Credit Agreement to be amended
from time to time;

     

    NOW,
THEREFORE, in consideration of the premises and covenants contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:

     

     

    Section
1. Amendments.

    As of the
Amendment No. 1 Effective Date (as defined below), the Credit Agreement shall be
amended as follows:

     

     

    
      	
              (a)  

            	
              Section
      1.01 of the Credit Agreement is hereby amended by adding the following
      definitions:

            


    

    


    “Amendment No. 1”
shall mean Amendment No. 1 to Credit Agreement, which amends this
Agreement, dated as of the Amendment No. 1 Effective Date, between the
Borrower, the Guarantors, the Administrative Agent and the Required Lenders
signatory thereto.

     

    “Amendment No. 1 Effective
Date” shall mean the date as of which Amendment No. 1 became
effective.

     

    “LC Disbursement”
shall mean a payment or disbursement made by the Issuing Bank pursuant to a
drawing under a Letter of Credit.

     

    (b)                           The
definition of “Applicable Margin” in
the Credit Agreement is hereby amended by replacing “2.25%” with “3.75%” in
clause (b)(i)  and by replacing “1.25%” with “2.75%” in clause
(b)(ii).

     

    (c)                 The
definition of “Alternate Base Rate” in the Credit Agreement is hereby amended by
replacing “and” before “(b)” in the first sentence with “,” and adding the
following before the period in the first sentence:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    “and (c)
the Adjusted LIBOR Rate for an Interest Period of one-month beginning on such
day (or if such day is not a Business Day, on the immediately preceding Business
Day) plus 100 basis points; provided that in no
event shall the Alternate Base Rate be less than 4.00% per annum”.

     

    (d)                 The
definition of “LIBOR Rate” in the Credit Agreement is hereby amended by (i)
adding the following before the period in the first sentence:

     

    “; provided that in no
event shall the LIBOR Rate be less than 3.00% per
annum.  Notwithstanding the foregoing, for purposes of clause (c) of
the definition of Alternate Base Rate, the rates referred to above shall be the
rates as of 11:00 a.m., London, England time, on the date of determination
(rather than the second London Business Day preceding the date of
determination)”

     

    and (ii)
replacing in the last sentence “Page 3750 of the Telerate System Incorporated
Service” with “Reuters Screen LIBOR01 Page”.

     

    (e)                 The
definition of “Loan Documents” in the Credit Agreement is hereby amended by
adding the following after “this Agreement”: “any amendment to this Agreement in
accordance with Section
10.02,”.

     

    (f)                           Section 2.10(g) of
the Credit Agreement is hereby amended by replacing “minus the principal amount
of any voluntary prepayments of Term Loans and any permanent voluntary
reductions to the Revolving Commitments to the extent that an equal amount of
the Revolving Loans simultaneously is repaid” with “minus the principal amount
of any voluntary prepayments of Term Loans (other than the prepayment pursuant
to Section 3(f) of Amendment No. 1) and any permanent voluntary reductions to
the Revolving Commitments to the extent that an equal amount of the Revolving
Loans simultaneously is repaid during such Excess Cash Flow
Period”.

     

    
      	
               
      

            	
              (g)

            	
              Article V of
      the Credit Agreement is hereby amended by adding the following as Section
      5.16:

            


    

     

     

    “Section
5.16 Maintenance
of Ratings.  Use commercially reasonable efforts to cause the
Borrower’s corporate credit (i) to be rated by Standard & Poor’s Ratings
Group as soon as commercially reasonable after the Amendment No. 1 Effective
Date and thereafter to continue to be rated by Standard & Poor’s Ratings
Group and (ii) to continue to be rated by Moody’s Investors Service
Inc.”

    


    (h)                           Section
6.10(a) of the Credit Agreement is hereby amended by replacing the last three
lines in the table with the following:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    October
      1,
      2008                                    -        December
      31, 2008

                                  	
                                    2.00
      to 1.0

                                  
	
                                    January
      1,
      2009                                    -        December
      31, 2009

                                  	
                                    3.25
      to 1.0

                                  
	
                                    January
      1,
      2010                                    -        September
      30, 2010

                                  	
                                    3.00
      to 1.0

                                  
	
                                    October
      1,
      2010                                    -        December
      31, 2011

                                  	
                                    2.75
      to 1.0

                                  
	
                                    January
      1, 2012 and thereafter

                                  	
                                    2.50
      to
1.0

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    


    (i)                 Section
6.10(b) of the Credit Agreement is hereby amended by replacing the last line in
the table with the following:

     

    
      
        
          
            
              
                	
                        October
      1,
      2008                                    -        December
      31, 2008

                      	
                        5.000
      to 1.0

                      
	
                        January
      1, 2009 and thereafter

                      	
                        4.000
      to
1.0

                      


              

            

          

        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    


    


    (j)                 Annex
I of the Credit Agreement is hereby amended by replacing the table therein in
its entirety with the following:

     

    
      
        
          
            	
                    Total

                  	
                    
                      Revolving
      Loans Applicable Margin

                    

                  	 
      
	
                    
                      Leverage
      Ratio

                       

                    

                  	
                    
                      Eurodollar

                       

                    

                  	
                    
                      ABR

                       

                    

                  	
                    
                      Applicable
      Fee

                       

                    

                  
	
                    Level I

                    ≥2.5:1.0

                  	
                    3.75%

                  	
                    2.75%

                  	
                    0.50%

                  
	
                    Level II

                    <2.5:1.0
      but  ≥1.75:1.0

                  	
                    3.50%

                  	
                    2.50%

                  	
                    0.50%

                  
	
                    Level III

                    <1.75:1.0

                  	
                    3.25%

                  	
                    2.25%

                  	
                    0.375%

                  


          

        

      

    

     

    


    Section
2. Representations
and Warranties.

     

    The
Borrower represents and warrants to the Lenders as of the date hereof and the
Amendment No. 1 Effective Date (as defined below) that:

     

    (a) Before
and after giving effect to this Amendment, each of the representations and
warranties made by any Loan Party set forth in Article III of the
Credit Agreement or any other Loan Document shall be true and correct in all
material respects (except that any representation and warranty that is qualified
as to “materiality” or “Material Adverse Effect” shall be true and correct in
all respects) on and as of the Amendment No. 1 Effective Date with the same
effect as though made on and as of such date, except to the extent that such
representations and warranties expressly refer to an earlier date.

     

    (b)                 At
the time of and before and after giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing.

     

    Section
3. Conditions
to Effectiveness.

     

    This Amendment shall become effective
as of the date (the “Amendment No. 1 Effective
Date”) when each of the following conditions is
satisfied (it being understood that if the following conditions are not
satisfied by 5:00 p.m., New York City time, on March 31, 2009 this Amendment
shall be void):

     

    (a)                 The
Administrative Agent (or its counsel) shall have received from (i) the
Required Lenders and (ii) each of the other parties hereto, a counterpart
of this Amendment signed on their behalf.

     

    (b)                 All
corporate and other proceedings taken or to be taken in connection with this
Amendment and all documents incidental thereto, whether or not referred to
herein, shall be reasonably satisfactory in form and substance to the
Administrative Agent.

     

    (c)                 The
Borrower shall have delivered to the Administrative Agent an Officer’s
Certificate, in form and substance reasonably satisfactory to the Administrative
Agent, certifying that the representations and warranties in Section 2 of this
Amendment are true and correct.

     

    (d)                 The
Borrower shall have paid a consent fee (the “Consent Fee”) to the
Administrative Agent, for the ratable account of the Applicable Lenders (as
defined below), equal to 0.50% of the aggregate outstanding

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    principal
amount of Term Loans (calculated prior to giving effect to the prepayments
required by Section 3(f) of this Amendment) plus 0.50% of the aggregate amount
of Revolving Commitments of the Applicable Lenders.  For the purposes
of this clause (d) “Applicable Lender”
shall mean each Lender that has delivered an executed counterpart of this
Amendment prior to 5:00 p.m., New York City time, on March 27, 2009 or such
later date and time specified by the Borrower and notified in writing to the
Lenders by the Administrative Agent.

     

    (e)                 All
fees and expenses payable by the Borrower to the Administrative Agent (or its
Affiliates) in connection with this Amendment, including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent are paid in
full.

     

    (f)                 The
Borrower shall have prepaid $15.0 million aggregate principal amount of Term
Loans pursuant to Section 2.10(a) of
the Credit Agreement.  Notwithstanding Sections 2.10(h) and
(i) of the
Credit Agreement, no prior written or telephonic notice of such prepayment shall
be required, and such prepayment shall be applied to reduce scheduled
prepayments required under Section 2.09 of
the Credit Agreement in direct order of maturity for the scheduled prepayments
due within twelve (12) months after such prepayment and thereafter to the
scheduled prepayments required under Section 2.09 of
the Credit Agreement on a pro rata basis among the prepayments remaining to be
made on each Term Loan Repayment Date.  For the avoidance of doubt,
such prepayment shall not reduce the amount of Excess Cash Flow or the amount of
prepayment required under Section 2.10(g) of
the Credit Agreement.

     

    Section
4. Guarantor
Reaffirmation.

     

    Each
Guarantor hereby consents to this Amendment and hereby confirms and agrees that
(a) each Loan Document to which it is a party is, and shall continue to be, in
full force and effect and each is hereby ratified and confirmed in all respects,
and (b) the Liens granted by such Guarantor on all Collateral of such Guarantor
continue to secure the payment of all of the Secured Obligations.

     

    Section
5. Counterparts.

     

    This
Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all of which when taken together shall
constitute a single instrument.  Delivery of an executed counterpart
of a signature page of this Amendment by facsimile transmission or an electronic
transmission (whether a pdf or any other form) shall be effective as delivery of
a manually executed counterpart hereof.

     

    Section
6. Applicable
Law.

     

    THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

     

    Section
7. Headings.

     

    The
headings of this Amendment are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    Section
8. Effect
of Amendment.

     

    Except as
expressly set forth herein, this Amendment shall not by implication or otherwise
limit, impair, constitute a waiver of or otherwise affect the rights and
remedies of the Lenders or the Agents under the Credit Agreement or any other
Loan Document, and shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other provision of the Credit Agreement or any other
Loan Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.

     

     

    
      
        	 	ON ASSIGNMENT,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Peter
      T. Dameris	 
	 	 	Name:
      Peter T. Dameris	 
	 	 	Title:
      Chief Executive Officer and President	 
	 	 	 	 


      

    

    
      	
               
      

            	
               

            


    

     

     

    
      
        	 	VISTA STAFFING
      INTERNATIONAL	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Peter
      T. Dameris	 
	 	 	Name:
      Peter T. Dameris 	 
	 	 	Title:
      	 
	 	 	 	 


      

    

     

     

    
      
        	 	ON ASSIGNMENT STAFFING
      SERVICES, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Christina
      Gibson	 
	 	 	Name:
      Christina Gibson	 
	 	 	Title:
      President	 
	 	 	 	 


      

    

     

     

    
      
        	 	VISTA STAFFING SOLUTIONS,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Peter
      T. Dameris	 
	 	 	Name:
      Peter T. Dameris	 
	 	 	Title:
      	 
	 	 	 	 


      

    

     

     

    
      
        	 	VISTA PHYSICIAN SEARCH AND
      CONSULTING, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Peter
      T. Dameris	 
	 	 	Name:
      Peter T. Dameris	 
	 	 	Title:
      	 
	 	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	VSS HOLDING,
    INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Peter
      T. Dameris	 
	 	 	Name:
      Peter T. Dameris	 
	 	 	Title:
      	 
	 	 	 	 


      

    

     

     

    
      
        	 	ASSIGNMENT READY,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Christina
      Gibson	 
	 	 	Name:
      Christina Gibson	 
	 	 	Title:
      President	 
	 	 	 	 


      

    

     

     

    
      
        	 	OXFORD GLOBAL RESOURCES,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Peter
      T. Dameris	 
	 	 	Name:
      Peter T. Dameris	 
	 	 	Title:
      	 
	 	 	 	 


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        	 	UBS AG, STAMFORD BRANCH,
      as	 
	 	 	 Administrative
      Agent, Collateral Agent and Issuing Lender	 
	
                 

              	
                By:
      

              	/s/ Mary
      Evans	 
	 	 	Name:
      Mary Evans	 
	 	 	Title:
      Associate Director	 
	 	 	 	 


      

    

     

     

    
      
        	 	UBS LOAN FINANCE LLC, as
      Swingline	 
	 	 	 Lender and a Lender	 
	
                 

              	
                By:
      

              	/s/ Mary
      Evans	 
	 	 	Name:
      Mary Evans	 
	 	 	Title:
      Associate Director	 
	 	 	 	 


      

    

    
      	 	 	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Marie
      Haddad	 
	 	 	Name:
      Marie Haddad	 
	 	 	Title:
      Associate Director