EX-10.16



 Exhibit 10.16 

 
 



 
  
 



 
 AMENDMENT NO. 3 TO LOAN AGREEMENT 

This Amendment No. 3 (the “Amendment”) dated as of November 13, 2012, is between Bank of America, N.A. (the
“Bank”) and Resources Connection, Inc. and Resources Connection LLC (the “Borrower”). 
 RECITALS

 A. The Bank and the Borrower entered into a certain Loan Agreement dated as of November 30, 2009 (together with
any previous amendments, the “Agreement”). The current commitment amount is $3,000,000.00. 
 B. The Bank and the
Borrower desire to amend the Agreement. 
 AGREEMENT 

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Agreement.

 2. Amendments. The Agreement is hereby amended as follows: 

 

	 	2.1	In Paragraph 1.2, the date “November 29, 2012” is changed to “November 30, 2013.” 


 

	 	2.2	In Paragraph 7.2(b), the word “quarterly” is changed to “August, November and February.” 


 

	 	2.3	In Paragraph 7.2(c), the phrase “end of each quarter” is changed to “end of August, November and February.” 


 

	 	2.4	In Paragraph 7.5, the date “October 8, 2010” is changed to “November 30, 2013.” 


3. Representations and Warranties. When the Borrower signs this Amendment, the Borrower represents and warrants to the Bank that:
(a) there is no event which is, or with notice or lapse of time or both would be, a default under the Agreement except those events, if any, that have been disclosed in writing to the Bank or waived in writing by the Bank (b) the
representations and warranties in the Agreement are true as of the date of this Amendment as if made on the date of this Amendment, (c) this Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound, and
(d) if the Borrower is a business entity or a trust, this Amendment is within the Borrower’s powers, has been duly authorized, and does not conflict with any of the Borrower’s organizational papers. 

4. Conditions. This Amendment will be effective when the Bank receives the following items, in form and content acceptable to the
Bank: 
  

	 	4.1	Guaranty signed by RC Management Group, LLC. 

  

	 	4.2	Certificate of LLC signed by RC Management Group, LLC. 

 5. Effect of Amendment. Except as provided in this Amendment, all of the terms and conditions of the Agreement, including but not limited to the Dispute Resolution Provision, shall remain in full
force and effect. 
 Ref #: 1001055263 : - Resources Connection, Inc. 
 Amendment to Loan Agreement 







 6. Counterparts. This Amendment may be executed in counterparts, each of which when
so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. 

7. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT
LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. 
 This Amendment is executed as of the date stated at the
beginning of this Amendment. 
  

			
	Bank of America, N.A.
		
	By:	 	/s/ Joseph Eitel
		 	Joseph Eitel, Senior Vice President
	
	BORROWER(S):
	
	Resources Connection, Inc.
		
	By:	 	/s/ Nathan W. Franke
		 	Nathan W. Franke, Executive Vice President and Chief Financial Officer
	
	Resources Connection LLC
	
	By: Resources Connection, Inc.
		
	By:	 	/s/ Nathan W. Franke
		 	Nathan W. Franke, Executive Vice President and Chief Financial Officer


 Ref #: 1001055263 : - Resources Connection, Inc. 
 Amendment to Loan Agreement 

  
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