Exhibit 10.1





 


Execution Version



 


THIRD AMENDMENT
AGREEMENT


 




THIRD AMENDMENT
AGREEMENT (this “Agreement”) dated as of December 4, 2019 by and among (1) Information Services Group,
Inc. (the “Borrower”), (2) International Advisory Holdings Corp., International Consulting Acquisition Corp.,
ISG Information Services Group Americas, Inc., Alsbridge Holdings, Inc., Alsbridge, Inc., Telewares, Inc., Outsourcing Leadership
Corp. and TPI Eurosourcing, L.L.C. (collectively, the “Guarantors”), (3) the financial institutions party to
the Credit Agreement (as defined below) as lenders (collectively, the “Lenders” and individually, a “Lender”),
and (4) Bank of America, N.A. (“Bank of America”) as administrative agent (the “Administrative Agent”)
for the Lenders and as Swingline Lender and L/C Issuer with respect to a certain Amended and Restated Credit Agreement dated as
of December 1, 2016, by and among the Borrower, the Guarantors, the Lenders, the Administrative Agent, the Swingline Lender, the
L/C Issuer and BMO Harris Bank N.A. as Syndication Agent, as amended from time to time (as amended, the “Credit Agreement”).


 


W I T N E S S E T H:


 





WHEREAS, the
Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement; and


 


WHEREAS, the
Lenders have agreed to such amendments on the terms and conditions set forth herein.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


§1.         
Definitions. Capitalized terms used herein without definition that are defined in the Credit Agreement
(as amended hereby) shall have the same meanings herein as therein.


 


§2.         
Ratification of Existing Agreements. All of the Loan Parties’ obligations and liabilities
to the Administrative Agent, the L/C Issuer, the Swingline Lender and the Lenders as evidenced by or otherwise arising under the
Credit Agreement, the Notes and the other Loan Documents, are, by each Loan Party’s execution of this Agreement, ratified
and confirmed in all respects. In addition, by each Loan Party’s execution of this Agreement, each of the Loan Parties represents
and warrants that no Loan Party has any counterclaim, right of set-off or defense of any kind with respect to such obligations
and liabilities.


 


§3.         
Representations and Warranties. Each of the Loan Parties hereby represents and warrants to the
Administrative Agent, the L/C Issuer, the Swingline Lender and Lenders that all of the representations and warranties made by the
Loan Parties in the Credit Agreement, the Notes and the other Loan Documents are true in all material respects on the date hereof
as if made on and as of the date hereof, except to the extent that such representations and warranties relate expressly to an earlier
date.


 


§4.          
Conditions Precedent. The effectiveness of the amendments contemplated hereby shall be subject
to the satisfaction of each of the following conditions precedent:


 


 



     


     


    




 


(a)          
Representations and Warranties. All of the representations and warranties made by the Loan Parties herein, whether
directly or incorporated by reference, shall be true and correct on the date hereof except as provided in §3 hereof.


 


(b)          
Performance; No Event of Default. The Loan Parties shall have performed and complied in all respects with all terms
and conditions herein required to be performed or complied with by them prior to or at the time hereof, and there shall exist no
Default or Event of Default.


 


(c)          
Action. All requisite corporate or other action necessary for the valid execution, delivery and performance by the
Loan Parties of this Agreement and all other instruments and documents delivered by the Loan Parties in connection herewith shall
have been duly and effectively taken.


 


(d)          
Fees and Expenses. The Borrower shall have paid to the Administrative Agent the reasonable fees and expenses of counsel
to the Administrative Agent in connection with the preparation of this Agreement.


 


(e)          
Delivery. The Loan Parties, the Administrative Agent and the Required Lenders shall have executed and delivered this
Agreement.


 


§5.          
Amendments to the Credit Agreement. Subject to the satisfaction of the terms and conditions set
forth in Section 4 herein, the parties hereto agree to amend the Credit Agreement as follows:


 


(a)          
The definition of “LIBOR Successor Rate Conforming Changes” in Section 1.01 of the Credit Agreement is hereby
amended and restated to read as follows:


 


“LIBOR
Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to
the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other
technical, administrative or operational matters as may be appropriate, in the discretion of the Administrative Agent, to reflect
the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent
in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion
of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor
Rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection
with the administration of this Agreement).


 


(b)          
Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms in their appropriate alphabetical
order:


 


“Adjustment”
has the meaning specified in Section 3.03(c).


 






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“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a
benchmark rate to replace LIBOR in loan agreements similar to this Agreement.


 


“Scheduled
Unavailability Date” has the meaning specified in Section 3.03(c).


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or
any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.


 


“SOFR-Based
Rate” means SOFR or Term SOFR.


 


“Term
SOFR” means the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent)
as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on
SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service
as selected by the Administrative Agent from time to time in its reasonable discretion.


 


(c)          
Clause (c) of Section 3.03 of the Credit Agreement is hereby amended and restated to read as follows:


 


(c)       Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination
shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case
of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:


 


(i)       adequate
and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because
the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or


 


(ii)       the
administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a
public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used
for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that
is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date,
the “Scheduled Unavailability Date”);


 






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(iii)       syndicated
loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or
amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,


 


then, reasonably
promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable,
the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with (x) one or more SOFR-Based Rates or (y)
another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated
syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments
to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated
credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information
service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated
(the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall
become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment
to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative
Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause
(x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object
to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled
to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent
with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative
Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.


 


If no LIBOR
Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has
occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation
of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans
or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt
of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate
Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted
such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.


 



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Notwithstanding
anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be
less than zero for purposes of this Agreement.


 


In connection
with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing
such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to
this Agreement.


 


(d)          
Clause (d) of Section 7.06 of the Credit Agreement is hereby amended and restated to read as follows:


 


(d)       the
Borrower may repurchase, retire or redeem Equity Interests in the Borrower in an aggregate amount not to exceed $8,000,000 in any
fiscal year of the Borrower so long as after giving effect to such Restricted Payment (i) the Consolidated Leverage Ratio (calculated
on a pro forma basis) is not greater than (A) 3.25 to 1.00 for the fiscal quarters ending September 30, 2019 through and including
September 30, 2020 and (B) 3.00 to 1.00 for the fiscal quarters ending December 31, 2020 and thereafter, and (ii) the Consolidated
Fixed Charge Coverage Ratio (calculated on a pro forma basis) is not less than 1.25 to 1.00; provided that, for purposes of determining
compliance with the Consolidated Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio, each on a pro forma basis, such
Restricted Payment shall be treated as if it were made on the last day of the immediately preceding fiscal quarter for which financial
statements have been delivered pursuant to Section 6.01(a) or (b);


 


(e)          
Section 11 of the Credit Agreement is hereby amended by adding a new Section 11.23 immediately following Section 11.22 to
read as follows:


 


11.23      Acknowledgement
Regarding Any Supported QFCs.


 


To the extent
that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument
that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”),
the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together
with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported
QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC
may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the
United States):


 






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(a)       In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and
rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party
or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.


 


(b)       As
used in this Section 11.23, the following terms have the following meanings:


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b).


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


§6.          
Miscellaneous Provisions.


 


(a)         
Except as otherwise expressly provided by this Agreement, all of the respective terms, conditions and provisions of the
Credit Agreement, the Notes and the other Loan Documents shall remain the same. The Credit Agreement, as amended hereby, shall
continue in full force and effect, and this Agreement and the Credit Agreement, shall be read and construed as one instrument.


 






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(b)         
THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED
UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.


 


(c)         
This Agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one
instrument. In making proof of this Agreement it shall not be necessary to produce or account for more than one counterpart signed
by each party hereto by and against which enforcement hereof is sought. A facsimile or other electronic transmission of an executed
counterpart shall have the same effect as the original executed counterpart.


 


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IN WITNESS WHEREOF,
the undersigned have duly executed this Second Amendment Agreement as of the date first set forth above.


 


	 	INFORMATION SERVICES GROUP, INC.
	 	 
	 	By:	/s/ David Berger
	 	Name:	 David Berger
	 	Title:	Chief Financial Officer



 


	 	INTERNATIONAL ADVISORY HOLDINGS CORP.
	 
	 	By:	/s/ David Berger
	 	Name:	David Berger
	 	Title:	 President & Chief Financial Officer




 


	 	INTERNATIONAL CONSULTING ACQUISITION CORP.
	 
	 	By:	/s/ David Berger
	 	Name:	David Berger
	 	Title:	President & Chief Financial Officer




 


	 	ISG Information Services Group Americas, Inc.
	 
	 	By:	/s/ David Berger
	 	Name:	David Berger
	 	Title:	Vice President & Secretary




 


	 	TPI EUROSOURCING, L.L.C.
	 
	 	By:	/s/ David Berger
	 	Name:	David Berger
	 	Title:
	President & Chief Financial Officer














 






     


     


    

 


	 	ALSBRIDGE HOLDINGS, INC.
	 
	 	By:	/s/ David Berger
	 	Name:	 David Berger
	 	Title:	Chief Executive Office & Chief Financial Officer




 


	 	ALSBRIDGE, INC.
	 
	 	By:	/s/ David Berger
	 	Name:	 David Berger
	 	Title:	Chief Executive Office & Chief Financial Officer




 


	 	TELEWARES, INC.
	 
	 	By:	/s/ David Berger
	 	Name:	David Berger
	 	Title:	Chief Executive Office & Chief Financial Officer




 


	 	OUTSOURCING LEADERSHIP CORP.
	 
	 	By:	/s/ David Berger
	 	Name:	David Berger
	 	Title:	Chief Executive Office & Chief Financial Officer




 



     


     


    







 


	 	BANK OF AMERICA, N.A., as Administrative Agent
	 
	 	By:	/s/ Gerund Diamond
	 	Name:	Gerund Diamond
	 	Title:	Vice President




 


	 	BANK OF AMERICA, N.A.
	 
	 	By:	/s/ Meredith Young
	 	Name:	Meredith Young
	 	Title:	AVP




 


	 	CAPITAL ONE, NATIONAL ASSOCIATION
	 
	 	By:	               
	 	Name:	 
	 	Title:	 




 


	 	BMO Harris Bank N.A.
	 
	 	By:	/s/ Victoria D. Ehle
	 	Name:	Victoria D. Ehle
	 	Title:	Director
	 
	 	Webster Bank, National Association
	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 
	 	CITIZENS BANK, N.A.
	 
	 	By:	 
	 	Name:	 
	 	Title: