DELIVERED BY EACH LOAN PARTY PARTY THERETO.
THIS AMENDMENT, THE
NEW REVOLVING CREDIT NOTES, THE CONSENT AND AGREEMENT OF GUARANTORS AND THE
OTHER LOAN DOCUMENTS ISSUED OR TO BE ISSUED HEREUNDER CONSTITUTE, THE
AUTHORIZED, VALID AND LEGALLY BINDING OBLIGATIONS OF THE BORROWER OR OTHER LOAN
PARTY(IES) PARTY THERETO ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS,
EXCEPT AS LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER LAWS OR EQUITABLE PRINCIPLES FROM TIME TO TIME IN EFFECT
RELATING TO OR AFFECTING THE RIGHTS OF CREDITORS GENERALLY.
(D)
NO CONSENT OR APPROVAL OF ANY TRUSTEE OR HOLDER OF ANY
INDEBTEDNESS, NOR ANY AUTHORIZATION, CONSENT, APPROVAL, LICENSE, EXEMPTION OF OR
REGISTRATION, DECLARATION OR FILING WITH ANY COURT OR GOVERNMENTAL DEPARTMENT,
COMMISSION, BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, IS OR
WILL BE NECESSARY TO THE VALID EXECUTION AND DELIVERY OF THIS AMENDMENT, THE NEW
REVOLVING CREDIT NOTES, THE CONSENT AND AGREEMENT OF GUARANTORS OR THE OTHER
LOAN DOCUMENTS OR THE CONSUMMATION BY THE BORROWER OR THE OTHER LOAN PARTIES OF
THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT, EXCEPT SUCH AS HAVE BEEN
OBTAINED.
(E)
THE MAKING AND PERFORMANCE OF THIS AMENDMENT, THE REVOLVING CREDIT
NOTES, THE CONSENT AND AGREEMENT OF GUARANTORS AND THE OTHER DOCUMENTS OR
INSTRUMENTS EXECUTED IN CONNECTION HEREWITH WILL NOT (I) VIOLATE ANY PROVISION
OF ANY LAW OR REGULATION, FEDERAL, STATE OR LOCAL, OR THE CERTIFICATE OR
ARTICLES OF INCORPORATION, BYLAWS, CERTIFICATE OR ARTICLES OF ORGANIZATION OR
OPERATING AGREEMENT (AS APPLICABLE) OF THE BORROWER OR ANY GUARANTOR, (II)
RESULT IN ANY BREACH OR VIOLATION OF, OR CONSTITUTE A DEFAULT OR REQUIRE THE
OBTAINING OF ANY CONSENT UNDER, ANY AGREEMENT OR INSTRUMENT BY WHICH THE
BORROWER OR ANY GUARANTOR OR ITS OR THEIR PROPERTY MAY BE BOUND, OR (III) AFFECT
THE VALIDITY, PERFECTION OR PRIORITY OF THE INTERESTS OF THE ADMINISTRATIVE
AGENT, FOR THE BENEFIT OF THE LENDERS, IN ANY COLLATERAL SECURING THE
OBLIGATIONS.
(F)
ATTACHED AS SCHEDULE I HERETO IS A TRUE AND CORRECT
ORGANIZATIONAL CHART OF THE PARENT AND ALL OF ITS SUBSIDIARIES, INCLUDING THE
BORROWER, AS OF THE EFFECTIVE DATE.
THERE ARE NO DOMESTIC SUBSIDIARIES OF THE
BORROWER THAT ARE NOT GUARANTORS.
6
11.
CONDITIONS PRECEDENT.
THIS AMENDMENT SHALL BECOME EFFECTIVE ON
THE DATE THAT THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE FOLLOWING, ALL OF
WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT
AND ITS COUNSEL (SUCH DATE, THE "EFFECTIVE DATE"):
(A)
THIS AMENDMENT DULY EXECUTED AND DELIVERED BY THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS;
(B)
THE NEW REVOLVING CREDIT NOTES DULY EXECUTED AND DELIVERED BY THE
BORROWER;
(C)
THE CONSENT AND AGREEMENT OF GUARANTORS, A FORM OF WHICH IS
ATTACHED AS EXHIBIT B HERETO, DULY EXECUTED AND DELIVERED BY THE GUARANTORS;
(D)
THE FIRST AMENDMENT TO THE PLEDGE AGREEMENT AMONG THE BORROWER,
KENEXA BRASSRING, INC. AND THE ADMINISTRATIVE AGENT, DULY EXECUTED AND DELIVERED
BY THE BORROWER AND KENEXA BRASSRING, INC.;
(E)
THE STOCK CERTIFICATES EVIDENCING (I) 65% OF THE CAPITAL STOCK OF
KENEXA TESTING LIMITED (F/K/A PSYCHOMETRIC SERVICES LIMITED) AND