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EXHIBIT 10.19
FIRST AMENDMENT TO CREDIT AGREEMENT
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THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 15, 1999
(this "Amendment"), is by and among KORN/FERRY INTERNATIONAL, a California
corporation (the "Borrower"), the undersigned lenders, and MELLON BANK, N.A., a
national banking association, Issuing Bank and as agent for the Lenders under
the Credit Agreement referred to below.
W I T N E S S E T H:
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WHEREAS, the Borrower, certain Lenders, the Issuing Bank and the Agent
are parties to a Credit Agreement, dated as of ________________ (the "Credit
Agreement"), pursuant to which the Lenders have agreed, on the terms and subject
to the conditions described therein, to make Advances to the Borrower, and the
Issuing Bank has agreed, on such terms and subject to such conditions, to issue
Letters of Credit for the account of the Borrower; and
WHEREAS, the Borrower has requested the Lenders to make certain
changes to the Credit Agreement; and
WHEREAS, the Lenders are willing to amend the Credit Agreement and
grant such waiver as set forth below; and
WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
SECTION 1. Amendment to Credit Agreement. The definition of the
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term "Cash Equivalent Investments" appearing in Section 1.1 of the Credit
Agreement is hereby amended as follows:
"Cash Equivalent Investments" shall mean as of the date of any
determination of any of the following: (a) marketable securities (i)
issued or directly and unconditionally guaranteed as to interest and
principal by the United States of America, and (ii) obligations issued
by an agency of the United States of America fully backed by the full
faith and credit of the United States of America maturing not in
excess of two years from the date of acquisition, (b) marketable
direct obligations issued by any state of the United States of America
or any political subdivision of any such state or any public
instrumentality thereof, in each case maturing two years
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after such date and having, at the time of the acquisition thereof, an
"A2" rating by Moody's Investor's Service, Inc. ("Moody's") or an "A"
rating by Standard & Poor's Rating Group ("S&P") or an "F-1" rating by
Fitch Investors Service, L.P., (c) commercial paper maturing not in
excess of nine months from the date of acquisition and rated "P-1" by
Moody's or "A-1" by S&P on the date of acquisition (or, with respect
to commercial paper at any time outstanding having an aggregate cost
not exceeding the lesser of $10,000,000 and 25% of all cash and cash
equivalents of the Borrower and its Subsidiaries , rated "P-2" by
Moody's or "A-2" by S&P), (d) the following obligations of any
commercial bank insured by the Federal Deposit Insurance Corporation
having capital and surplus in excess of $100,000,000, which has, or
the holding company of which has, a commercial paper rating of "P-1"
from Moody's or "A-1" by S&P (or of any foreign bank which having
capital and surplus in excess of $500,000,000 which has a debt rating
of "Aa" by Moody's or of "AA" by S&P: (i) time deposits, certificates
of deposit and acceptances maturing not in excess of one year from the
date of acquisition, or (ii) repurchase obligations with a term of not
more than seven days for underlying securities of the type referred to
in clause (a) above, (e) repurchase agreements which (i) are entered
into with any entity referred to in clauses (c) or (d) above or any
other financial institution whose unsecured long-term debt (or the
unsecured long-term debt of whose holding company) is rated at least A
or better by S&P or A2 or better by Moody's and maturing not more than
one year after such time; and (ii) are secured by a fully perfected
security interest in securities of a type referred to in clauses (a)
and (b) above and which have a market value at the time such
repurchase agreement is entered into of not less than 100% of the
repurchase obligation of such counterparty entity with whom such
repurchase agreement has been entered into; (f) short-term tax exempt
securities that are rated not lower than VMIG2 or MIG2 by Moody's or
SP-2 by S&P with provisions for liquidity or maturity accommodations
of 183 days or less; (g) shares of any money market mutual fund that
has at least 95% of its assets invested continuously in the types of
investments referred to in clauses (a) through (f) and as to which
withdrawals are permitted at least every 90 days; (h) in the case of
any Subsidiary of the Company organized or having its principal place
of business outside the United States, investments denominated in the
currency of the jurisdiction in which such Subsidiary is organized or
has its principal place of business which are similar to the items
specified in clauses (a) through (g) above; (i) corporate notes and
bonds maturing not in excess of 12 months from the date of acquisition
whose issuer's debt rating are "A1" or "AA" by S&P or "Aa" or "P1" by
Moody's or "F-1" by Fitch; and (j) asset-backed securities having an
average maturity not in excess of 12 months from the date of
acquisition and rated "AAA" by S&P or "Aaa" by Moody's.
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SECTION 2. Miscellaneous.
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2.1. Effect of Amendment. This Amendment shall become effective upon
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execution and delivery hereof by the Borrower and the Required Lenders. The
Credit Agreement, as amended by this Amendment, is in all respects ratified,
approved and confirmed and shall, as so amended, remain in full force and
effect.
2.2. Governing Law. This Amendment shall be governed by and
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construed in accordance with the laws of the Commonwealth of Pennsylvania
without giving effect to the conflict of law principles thereof.
2.3. Counterparts. This Amendment may be executed in any number of
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counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
KORN/FERRY INTERNATIONAL
By: /s/ Elizabeth Murray
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Title: EVP & CFO
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MELLON BANK, N.A., as a Lender, as Issuing Bank
and Agent
By: /s/ Lawrence Ivey
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Title: Vice President
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BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Lender
By:__________________________
Title:_______________________
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
KORN/FERRY INTERNATIONAL
By:__________________________
Title:_______________________
MELLON BANK, N.A., as a Lender, as Issuing Bank
and Agent
By:__________________________
Title:_______________________
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Lender
By: /s/ Paul Sutherlen
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Title: Vice President
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