Exhibit 10.1
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as amended, restated and supplemented from time to time,
this "Agreement") by and between THOMAS GROUP, INC., a Delaware corporation
("Borrower") and JPMORGAN CHASE BANK, N.A., a national banking association
("Bank"), is dated as of December 5, 2006 (the "Effective Date").
The parties hereto agree as follows:
ARTICLE I.
THE LOANS
SECTION 1.01.
REVOLVING CREDIT NOTE.
SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, BANK AGREES TO MAKE LOANS ("LOAN" OR "LOANS") TO BORROWER FROM TIME TO
TIME BEFORE THE TERMINATION DATE, NOT TO EXCEED AT ANY ONE TIME OUTSTANDING FIVE
MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($5,500,000) (THE
"COMMITMENT").
BORROWER HAS THE RIGHT TO BORROW, REPAY AND REBORROW.
EACH LOAN
MUST BE AT LEAST $100,000 OR THE BALANCE OF THE COMMITMENT, WHICHEVER IS LESS,
AND EACH REPAYMENT MUST BE AT LEAST $100,000 OR THE PRINCIPAL BALANCE OF THE
NOTE (AS DEFINED BELOW), WHICHEVER IS LESS.
THE LOANS MAY ONLY BE USED FOR
WORKING CAPITAL NEEDS, CAPITAL EXPENDITURES AND OTHER GENERAL CORPORATE
PURPOSES. CHAPTER 346 OF THE TEXAS FINANCE CODE (WHICH GOVERNS CERTAIN REVOLVING
LOAN ACCOUNTS) WILL NOT APPLY TO THIS AGREEMENT, THE NOTE OR ANY LOAN.
THE
LOANS WILL BE EVIDENCED BY, AND WILL BEAR INTEREST AND BE PAYABLE AS PROVIDED
IN, THE PROMISSORY NOTE OF BORROWER DATED OF EVEN DATE HEREWITH (TOGETHER WITH
ANY AND ALL RENEWALS, EXTENSIONS, MODIFICATIONS AND REPLACEMENTS THEREOF AND
SUBSTITUTIONS THEREFOR, THE "NOTE").
"TERMINATION DATE" MEANS THE EARLIER OF:
(A) MARCH 31, 2009; (B) THE DATE SPECIFIED BY BANK PURSUANT TO SECTION 6.1
HEREOF, OR (C) THE DATE SPECIFIED BY BANK PURSUANT TO SECTION 5.12 HEREOF.
SECTION 1.02.
RESERVED.
SECTION 1.03.
REQUIRED PAYMENT.
IF THE UNPAID AMOUNT OF THE LOANS AT ANY
TIME EXCEEDS THE COMMITMENT THEN IN EFFECT, BORROWER MUST MAKE A PAYMENT ON THE
NOTE IN AN AMOUNT SUFFICIENT TO REDUCE THE UNPAID PRINCIPAL BALANCE OF THE NOTE
TO AN AMOUNT NO GREATER THAN THE COMMITMENT.
SUCH PAYMENT SHALL BE ACCOMPANIED
BY ANY PREPAYMENT CHARGE REQUIRED BY THE NOTE.
SECTION 1.04.
COMMITMENT FEE.
BORROWER AGREES TO PAY TO BANK A COMMITMENT
FEE IN THE AMOUNT OF THE PRODUCT OF THE AVERAGE DAILY UNUSED AMOUNT OF THE
COMMITMENT TIMES 0.25% PER ANNUM ("COMMITMENT FEE").
ACCRUED COMMITMENT FEES
PAYABLE UNDER THIS SECTION SHALL BE PAYABLE IN ARREARS ON THE LAST DAY OF EACH
FISCAL QUARTER AND ON THE DATE ON WHICH THE COMMITMENT TERMINATES, COMMENCING ON
THE FIRST SUCH DATE TO OCCUR AFTER THE DATE HEREOF.
ALL
COMMITMENT FEES SHALL BE COMPUTED ON THE BASIS OF A YEAR OF 360 DAYS AND SHALL
BE PAYABLE FOR THE ACTUAL NUMBER OF DAYS ELAPSED (INCLUDING THE FIRST DAY BUT
EXCLUDING THE LAST DAY).
SECTION 1.05.
PAST-DUE AMOUNTS.
EACH AMOUNT DUE TO BANK IN CONNECTION WITH
THE LOAN DOCUMENTS WILL BEAR INTEREST FROM ITS DUE DATE UNTIL PAID AT THE LESSER
OF: (A) THREE PERCENT (3%) PER ANNUM PLUS THE THEN APPLICABLE RATE UNDER THE
NOTE, OR (II) THE HIGHEST LAWFUL RATE.
SECTION 1.06.
CAPITAL ADEQUACY.
IF BANK DETERMINES