**Exhibit 10.22**

 

**SIXTH AMENDMENT TO THIRD AMENDED**

**AND RESTATED CREDIT AGREEMENT**

 

This SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is dated as of February 24, 2003, by andamong AHL SERVICES, INC. (“AHL”), ARGENBRIGHT, INC. (“Argenbright”), ARGENBRIGHT HOLDINGS LIMITED (“U.S. Holdings”), ADI ALPHA HOLDING GMBH (“ADI Alpha”), TUJA ZEITARBEIT GMBH & CO. KG, INGOLSTADT,(“Tuja”), AHL EUROPE LIMITED (“AHL Europe Limited”) and SERVICEADVANTAGE CORPORATION (“ServiceAdvantage”; together with AHL, Argenbright, U.S. Holdings, ADI Alpha, Tuja and AHL Europe Limited, collectively referred toas the “Borrowers”), the undersigned financial institutions listed on the signature pages hereto as Lenders, and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly First Union National Bank), a national banking association(“Wachovia”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). 

 

 

**RECITALS**

 

WHEREAS, the Lenders, the Administrative Agent and theBorrowers are parties to that certain Third Amended and Restated Credit Agreement, dated as of April 12, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms usedherein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement); and 

 

WHEREAS, the Borrowers have requested that the Required Lenders and the Administrative Agent agree to amend certain provisions of theCredit Agreement as set forth herein and to consent to certain matters as set forth herein, upon and subject to all of the terms, conditions and provisions hereof. 

 

NOW, THEREFORE, in consideration of the premises and the agreements, covenants and provisions hereincontained and for TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

 

SECTION 1   AMENDMENTS TO CREDIT AGREEMENT 

 

Subject to the satisfaction of each of the conditions precedent set forth in Section 3 of this Amendment, theBorrowers, the Lenders party hereto and the Administrative Agent hereby agree that the Credit Agreement be, and it hereby is, amended as follows: 

 

1.1   Amendment to Section 8.5. 

 

Sections 8.5 of the Credit Agreement is hereby amended to delete such Section in its entirety and substitutethe following therefor: 

 

SECTION 8.5   Minimum Consolidated Adjusted EBITDA. As of the end of eachof AHL’s fiscal months ending below, permit Consolidated Adjusted EBITDA, for the period of three consecutive fiscal months of AHL then ended, to be less than the applicable amount set forth below for such fiscal month: 

 

**Fiscal Month Ending**
    
**Required Consolidated**

**Adjusted EBITDA Shall**

**Not Be Less Than**

December, 2002
    
$

2,064,000

January, 2003
    
$

246,000

February, 2003
    
$

-444,000

 

Forpurposes of this Section 8.5, determination of Consolidated Adjusted EBITDA for any month shall be made on the 25thday of the immediately next succeeding month, or if such day is not a Business Day, on the next succeeding Business Day, and confirmed to the Administrative Agent in writing, with supporting calculation thereof attached. 

 

1.2   Amendment to Sections 8.8.

 

Sections 8.8 of the Credit Agreement is herebyamended to delete such Section in its entirety and substitute the following therefor: 

 

SECTION 8.8 Minimum Fixed Charge Coverage. Permit the Fixed Charge Coverage Ratio, as of the end of each of AHL’sfiscal month ending below for the period of three consecutive fiscal months of AHL then ended, to be less than that set forth below for such fiscal month: 

 

**Fiscal Month Ending**
    
**Minimum Fixed Charge**

**Coverage Ratio**

December, 2002
    
0.354 to 1.00

January, 2003
    
0.041 to 1.00

February, 2003
    
-0.079 to 1.00

 
SECTION 2   REPRESENTATIONS AND WARRANTIES 
 

In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Borrower hereby represents and warrants tothe Lenders that: (a) immediately prior to the effectiveness of this Amendment, all of the representations set forth in the Credit Agreement were accurate in all material respects as of the date hereof, except to the extent that such representationsand warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such date, (b) after giving effect to this Amendment, all of the representations and warranties setforth in the Credit Agreement, will be 

 

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accurate in all material respects as of the date hereof, except to the extent that such representationsand warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such date, and (c) there exists no Default or Event of Default under the Credit Agreement or the LoanDocuments as of the date hereof. 

 
SECTION 3   CONDITIONS TO EFFECTIVENESS 
 

The amendments to the Credit Agreement set forth in Section 1 of this Amendment shall be deemed to be effective on the date hereof butshall be subject to the satisfaction of each of the following conditions precedent: 

 

(a) The Administrative Agent shall have received counterparts to this Amendment duly executed by the Borrowers and the Required Lenders. 

 

(b) The Administrative Agent shall have received reimbursement in full by AHL of the AdministrativeAgent’s legal and other advisory fees and expenses it has heretofore incurred in connection with the preparation, negotiation, execution and delivery of any of the Loan Documents or any instruments and documents contemplated thereby.

 

(d) The Administrative Agent shall have receivedsuch other documents as it shall have reasonably requested, in form and substance satisfactory to the Administrative Agent. 

 
SECTION 4   MISCELLANEOUS 
 

5.1   Ratification, Reaffirmation, Acknowledgment and Confirmation. 

 

(a) By its execution below, each Borrower hereby (i) ratifiesand reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of the Administrative Agent and the Security Trustee, under each Loan Document to which it, initially orby contract or operation of law (as a result of mergers, amalgamations or otherwise), is a party, (ii) agrees and acknowledges that such ratification and reaffirmation is not a condition to the continued effectiveness of such Loan Documents, and(iii) agrees that neither such ratification and reaffirmation, nor the Agents’ nor any Lenders’ solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring asimilar or any other ratification or reaffirmation from the Borrowers with respect to any subsequent modification, consent or waiver with respect to the Credit Agreement or other Loan Documents. The Credit Agreement and each other Loan Document isin all respects hereby ratified and confirmed and neither the execution, delivery nor effectiveness of this Amendment shall operate as a waiver of any Default or Event of Default (whether or not known to the Agents, the Security Trustee or anyLender) or any right, power or remedy of the Agents, the Security Trustee or any Lender of any provision contained in the Credit Agreement or any other Loan Document, whether as a result of any Default or Event of Default or otherwise. ThisAmendment shall constitute a “Loan Document” for purposes of the Credit Agreement. 

 

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(b) By its execution below, each Borrower hereby acknowledges and confirms that (i) itdoes not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of any Agent, the Security Trustee or any of the Lendersoccurring prior to the date hereof or facts otherwise known to it as of the date hereof, the effectiveness, genuineness, validity, collectibility or enforceability of the Credit Agreement or any of the other Loan Documents, the Obligations, theLiens securing such Obligations, or any of the terms or conditions of any Loan Document and (ii) it does not possess (and hereby forever waives, remises, releases, discharges and holds harmless the Lenders, the Agents, the Security Trustee and theirrespective affiliates, stockholders, directors, officers, employees, attorneys, agents and representatives and each of their respective heirs, executors, administrators, successors and assigns (collectively, the “Indemnified Parties”) fromand against, and agrees not to allege or pursue) any action, cause of action, suit, debt, claim, counterclaim, cross-claim, demand, defense, offset, opposition, demand and other right of action whatsoever, whether in law, equity or otherwise (whichit, all those claiming by, through or under it, or its successors or assigns, have or may have) against the Indemnified Parties, or any of them, by reason of any matter, cause or thing whatsoever, with respect to events or omissions occurring orarising on or prior to the date hereof and relating to the Credit Agreement or any of the other Loan Documents (including, without limitation, with respect to the payment, performance, validity or enforceability of the Obligations, the Lienssecuring the Obligations or any or all of the terms or conditions of any Loan Document) or any transaction relating thereto. 

 

5.2   Counterparts. This Amendment may be executed by each party to this Amendment upon a separate copy, and in such caseone counterpart of this Amendment shall consist of enough of such copies to reflect the signature of all of the parties to this Amendment. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and itshall not be necessary in making proof of this Amendment or its terms to produce or account for more than one of such counterparts. 

 

5.3   General. All references to the Credit Agreement in that document or in any other Loan Document shall mean theCredit Agreement as amended hereby. Except as expressly provided herein, the execution and delivery of this Amendment does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of any noncompliancewith the provisions of, the Credit Agreement or the other Loan Documents, and, except as specifically provided in this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified andconfirmed. 

 

5.4   Construction.This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement. 

 

5.5   Governing Law. This Amendment shall begoverned by, construed and enforced in accordance with the laws of the State of Georgia, without reference to the conflicts or choice of law principles thereof. 

 

5.6   Successors and Assigns. This Amendment shall be binding upon and inure to the benefitof the parties hereto and their respective successors and assigns. 

 

[Signatures appear on following pages] 

 

 

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**IN WITNESS WHEREOF,** the parties hereto have caused this Amendment to be executed bytheir respective officers hereunder duly authorized as of the day and year first written above. 

 

**BORROWERS:**

**AHL SERVICES, INC.**

By:
 
/s/ A. Clayton Perfall
  
Title:
 
Chief Executive Officer
  
[CORPORATE SEAL]

**ARGENBRIGHT, INC.**

By:
 
/s/ A. Clayton Perfall

Title:
 
Chief Executive Officer
  
[CORPORATE SEAL]

**ARGENBRIGHT HOLDINGS LIMITED**

By:
 
/s/ A. Clayton Perfall
  
Title:
 
Chief Executive Officer
  
[CORPORATE SEAL]

**SERVICEADVANTAGE CORPORATION**

By:
 
/s/ A. Clayton Perfall
  
Title:
 
Chief Executive Officer
  
[CORPORATE SEAL]

 

Signature Page – Sixth Amendment 

**ADI ALPHA HOLDING GMBH**

By:
 
/s/ A. Clayton Perfall
  
Title:
 
Chief Executive Officer
  
[CORPORATE SEAL]

**TUJA ZEITARBEIT GMBH & CO. KG, INGOLSTADT**

By:
 
/s/ A. Clayton Perfall
  
Title:
 
Chief Executive Officer
  
[CORPORATE SEAL]

**AHL EUROPE LIMITED**

By:
 
/s/ A. Clayton Perfall
  
Title:
 
Chief Executive Officer
  
[CORPORATE SEAL]

 

Signature Page – Sixth Amendment 

**LENDERS:**

**WACHOVIA BANK, NATIONAL ASSOCIATION,** as Administrative Agent, Issuing Bank andLender

By:
 
/s/ Reginald T. Dawson
  
Title:
 
Director
  
**WACHOVIA BANK, NATIONAL ASSOCIATION,****London Branch,** as European SwinglineLender

By:
 
/s/ Reginald T. Dawson
  
Title:
 
Director
  
**SUNTRUST BANK,** as Lender

By:
 
/s/ George A. Ways
  
Title:
 
Managing Director
  
**BANK OF AMERICA, N.A.,** as Lender

By:
 
/s/ David Colmie
  
Title:
 
Senior Vice President
  
 

Signature Page – Sixth Amendment 

**FLEET NATIONAL BANK,**as Lender****

By:
 
/s/ Albert J. Buresch
  
Title:
 
Authorized Officer
  
**DZ BANK AG DEUTSCHE ZENTRALGENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, NEW YORK BRANCH,** asLender

By:
 
/s/ Linda J. O’Connell
  
Title:
 
Vice President
  
By:
 
/s/ Nancy J. O’Connor
  
Title:
 
Vice President
  
**THE BANK OF NOVA SCOTIA,** as Lender

By:
 
/s/ John W. Campbell
  
Title:
 
Managing Director
  
**SCOTIABANK EUROPE plc,** as Lender for Revolving Loans made in Alternative Currencies, asLender

By:
 
/s/ R.A. Millard
  
Title:
 
Director
  
**SALOMON BROTHERS HOLDING COMPANY INC.,** as Lender

By:
 
/s/ Carlton B. Klein
  
Title:
 
Managing Director
  
 

Signature Page – Sixth Amendment 

**BANK ONE, NA,**as Lender

By:
 
/s/ Dianne M. Stark
  
Title:
 
First Vice President
  
**SOVEREIGN BANK,** as Lender

By:
 
/s/ Lee LaPierre
  
Title:
 
Vice President
  
**BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE INC.,**as Lender

By:
 
/s/ Warren Seidel
  
Title:
 
Senior Vice President
  
By:
 
/s/ Peter A. Halter
  
Title:
 
Vice President
  
 

Signature Page – Sixth Amendment 

**MIZUHO CORPORATE BANK, LIMITED** as Lender

By:
 
/s/ John D. Doyle
  
Title:
 
Senior Vice President
  
**BANK LEUMI LE-ISRAEL, B.M.,**

**NEW YORK AGENCY,** as Lender

By:
 
/s/ Richard Schwam
  
Title:
 
Agent
  
**U.S. BANK NATIONAL ASSOCIATION,** as Lender

By:
 
/s/ Timothy N. Scheer
  
Title:
 
Vice President
  
 

Signature Page – Sixth Amendment