Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of March 26,
2007, among KENEXA TECHNOLOGY, INC., a Pennsylvania corporation (the
"Borrower"), the several banks and other financial institutions parties to the
Credit Agreement (as hereinafter defined) (collectively, the "Lenders"), and PNC
BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such
capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to a
Credit Agreement, dated as of November 13, 2006 (as heretofore amended,
supplemented or otherwise modified, the "Credit Agreement");
WHEREAS, prior to the date hereof, the Borrower repaid the principal of the Term
Loans in full; and
WHEREAS, the Lenders and the Borrower have agreed to (a) increase the amount of
the Revolving Credit Commitments from $25,000,000 to $50,000,000, (b) change the
Revolving Credit Termination Date to three (3) years from the date hereof, (c)
change the pricing for Revolving Credit Loans and for Commitment Fees, (d)
modify the definition of Permitted Acquisitions, (e) delete the requirement in
Section 5.17 that the Borrower obtain a Hedge Agreement, (f) waive any violation
of Section 6.16 of the Credit Agreement arising from the acquisition by the
Parent of the stock of Psychometric Services Limited ("Psychometric Services"),
and (g) make certain other modifications to the Credit Agreement, in each case
on and subject to the terms hereof.
NOW, THEREFORE, in consideration of the foregoing and for other consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1.
DEFINED TERMS.
UNLESS OTHERWISE DEFINED HEREIN, TERMS DEFINED IN
THE CREDIT AGREEMENT ARE USED HEREIN (INCLUDING IN THE RECITALS) AS THEREIN
DEFINED.
2.
TERM LOANS.
PRIOR TO THE DATE HEREOF, THE BORROWER PAID TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE TERM LOAN LENDERS, THE OUTSTANDING
PRINCIPAL AMOUNT OF THE TERM LOANS.
ON THE DATE HEREOF, THE BORROWER SHALL PAY
TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE TERM LOAN LENDERS, ALL
ACCRUED INTEREST ON THE TERM LOANS.
AFTER GIVING EFFECT TO SUCH PAYMENTS, THE
TERM LOAN FACILITY SHALL BE PAID IN FULL AND THE ONLY OUTSTANDING FACILITY UNDER
THE CREDIT AGREEMENT SHALL BE THE REVOLVING CREDIT FACILITY.
IN FURTHERANCE
THEREOF, EFFECTIVE AS OF THE EFFECTIVE DATE (AS DEFINED IN PARAGRAPH 11 BELOW):
(A) (I) CLAUSE (F) OF THE DEFINITION OF THE TERM "INDEBTEDNESS" CONTAINED IN
SECTION 1.1 OF THE CREDIT AGREEMENT, (II) CLAUSE (A) OF THE DEFINITION OF THE
TERM "SUBORDINATED DEBT" CONTAINED IN SECTION 1.1 OF THE CREDIT AGREEMENT, AND
(III) SUBSECTION 5.1(I) OF THE CREDIT AGREEMENT, ARE EACH HEREBY AMENDED BY
DELETING THE PHRASE "THE LATER OF THE REVOLVING CREDIT TERMINATION DATE AND THE
TERM LOAN MATURITY DATE" AND INSERTING EACH TIME IN LIEU THEREOF THE PHRASE "THE
REVOLVING
CREDIT TERMINATION DATE" AND (B) CLAUSE (A) OF THE SECOND SENTENCE OF SECTION
9.6(E) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY