<PAGE> 1
Exhibit 99.6
THIRD AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of September 22, 2000 (this "AGREEMENT"), is by and among CENTURY BUSINESS
SERVICES, INC., a Delaware corporation (the "COMPANY"), the Lenders party to the
Credit Agreement referred to below (the "LENDERS"), BANK OF AMERICA, N.A. as
agent (the "AGENT"), and FLEET NATIONAL BANK, BANK ONE, MICHIGAN, LASALLE BANK
NATIONAL ASSOCIATION AND PNC BANK, NATIONAL ASSOCIATION, each as Co-Agent (the
"CO-AGENTS").
RECITALS:
WHEREAS, the Company, Agent, Co-Agents and the Lenders are parties to
that certain Amended and Restated Credit Agreement dated as of October 3, 1997,
as amended and restated as of August 10, 1998, as amended and restated as of
August 24, 1999 (as amended, restated, supplemented or otherwise modified and in
effect from time to time, the "CREDIT AGREEMENT"); and
WHEREAS, the Company, Agent, Co-Agents and the Lenders wish to amend
the Credit Agreement in certain respects as set forth herein, subject to the
terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings given them in the Credit
Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is, as
of the Effective Date (as defined below), hereby amended as follows:
(a) THE DEFINITIONS OF "APPLICABLE MARGIN," "CHANGE OF CONTROL,"
"EBIT," "EBITDA" AND "INTEREST COVERAGE RATIO" IN ARTICLE I OF THE CREDIT
AGREEMENT ARE HEREBY AMENDED BY DELETING SAID DEFINITIONS IN THEIR ENTIRETY AND
INSERTING THE FOLLOWING IN LIEU THEREOF:
<PAGE> 2
"APPLICABLE MARGIN" shall mean on any date the applicable
percentage set forth below based upon the Level as shown in the
Compliance Certificate then most recently delivered to the Lenders:
<TABLE>
<CAPTION>
Revolving Loans Letters of Credit
--------------- -----------------
Base Offshore Commitment
Level Rate Rate Non-financial Financial Fee
----- ---- ----------- ------------- --------- ----
<S> <C> <C> <C> <C> <C>
I 1.125% 2.375% 1.1875% 2.375% .45%
II 1.000% 2.125% 1.0625% 2.125% .40%
III .875% 1.875% .9375% 1.875% .35%
IV .625% 1.625% .8125% 1.625% .30%
</TABLE>
; PROVIDED HOWEVER that, (i) for the period from the date of the Third
Amendment to and including the date of the delivery of the Compliance
Certificate for the period ending December 31, 2000, the Applicable
Margin shall be deemed to be Level I and (ii) if the Company shall have
failed to deliver to the Lenders by the date required hereunder any
Compliance Certificate pursuant to SECTION 7.02(b), then from the date
such Compliance Certificate was required to be delivered until the date
of such delivery the Applicable Margin shall be deemed to be Level I.
Each change in the Applicable Margin shall take effect with respect to
all outstanding Loans on the third Business Day immediately succeeding
the day on which such Compliance Certificate is received by the Agent.
Notwithstanding the foregoing, no reduction in the Applicable Margin
shall be effected if a Default or an Event of Default shall have
occurred and be continuing on the date when such change would otherwise
occur, it being understood that on the third Business Day immediately
succeeding the day on which such Default or Event of Default is either
waived or cured (assuming no other Default or Event of Default shall be
then pending), the Applicable Margin shall be reduced (on a prospective
basis) in accordance with the then most recently delivered Compliance
Certificate.
"CHANGE OF CONTROL" means (a) any Person or any two or more
Persons (in each case other than a Person that is a stockholder of the
Company as of the date of this Agreement) acting in concert acquiring
beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Exchange Act), directly or
indirectly, of capital stock of the Company (or other securities
convertible into such capital stock) representing 25% or more of the
combined voting power of all capital stock of the Company entitled to
vote in the election of directors, other than capital stock having such
power only by reason of the happening of a contingency, or (b) during
any period of twelve consecutive calendar months, individuals who at
the beginning of such period constituted the Company's board of
directors (together with any new directors whose election by the
Company's board of directors or whose nomination for election by the
Company's stockholders was approved by a vote of at least a majority of
the directors then still in office who either were directors at the
beginning of such period or whose election or nomination for election
was previously so approved) cease for any reasons other than death or
disability to constitute a majority of the directors then in office, or
(c) during any period of twelve consecutive calendar months (other than
pursuant to a disposition permitted pursuant to SECTION 8.02), the
ceasing of more than 25% of the
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<PAGE> 3
individuals who hold an office possessing the title Regional Directors
or Local Directors Senior Vice President, Executive Vice President or
such title that ranks senior thereto of the Company and the Company's
direct Subsidiaries (collectively, "KEY MANAGEMENT"), on the first day
of each such period to be part of the Key Management of the Company and
its Subsidiaries taken as a whole.
"EBIT" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, determined in accordance with
GAAP, the sum of (a) Net Income (or net loss) for such period PLUS (b)
all amounts treated as expenses for interest to the extent included in
the determination of such Net Income (or loss), PLUS (c) all accrued
taxes on or measured by income to the extent included in the
determination of such Net Income (or loss); PROVIDED, HOWEVER, that Net
Income (or loss) shall be computed for these purposes without giving
effect to extraordinary losses or extraordinary gains; and PROVIDED
FURTHER, that for purposes of determining compliance with SECTION 8.17,
(x) for any period which includes the fourth fiscal quarter of the
Company's 1999 fiscal year, there shall be excluded in determining EBIT
any non-recurring restructuring expense recorded in such fiscal quarter
to the extent excluded from the determination of Net Income, PROVIDED,
that such restructuring expenses shall not be in excess of $36,400,000,
(y) for any period which includes the fourth fiscal quarter of the
Company's 1999 fiscal year or the first, second or third fiscal quarter
of the Company's 2000 fiscal year, there shall be excluded in
determining EBIT any charges recorded in such fiscal quarter relating
to the loss on the sale or transfer of any Insurance Subsidiary to the
extent excluded from the determination of Net Income, PROVIDED, that
the aggregate amount of such charges shall not exceed $10,321,556 and
(z) EBIT for any periods occurring after January 1, 2000 through March
31, 2001 shall be determined as above, PLUS all amounts treated as
expenses for the amortization of intangibles of any kind to the extent
included in the determination of Net Income based on a fifteen (15)
year amortization schedule.
"EBITDA" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, determined in accordance with
GAAP, the sum of (a) the Net Income (or net loss) for such period PLUS
(b) all amounts treated as expenses for depreciation and interest and
the amortization of intangibles of any kind to the extent included in
the determination of such Net Income (or loss), PLUS (c) all accrued
taxes on or measured by income to the extent included in the
determination of such net income (or loss); PROVIDED, HOWEVER, that net
income (or loss) shall be computed for these purposes without giving
effect to extraordinary losses or extraordinary gains; and PROVIDED
FURTHER, that for purposes of determining compliance with SECTION 8.16,
(x) for any period which includes the fourth fiscal quarter of the
Company's 1999 fiscal year, there shall be excluded in determining
EBITDA any non-recurring restructuring expense recorded in such fiscal
quarter to the extent excluded from the determination of Net Income,
PROVIDED, that such restructuring expenses shall not be in excess of
$36,400,000 and (y) for any period which includes the fourth fiscal
quarter of the Company's 1999 fiscal year or the first, second or third
fiscal quarter of the Company's 2000 fiscal year, there shall be
excluded in determining EBITDA any charges recorded in such fiscal
quarter relating to the loss on the sale or other transfer of any
Insurance Subsidiary to the extent excluded from the determination of
Net Income, PROVIDED, that the aggregate amount of such charges shall
not exceed $10,321,556.
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<PAGE> 4
(b) ARTICLE I OF THE CREDIT AGREEMENT IS AMENDED BY INSERTING
THE FOLLOWING DEFINITIONS IN ALPHABETICAL ORDER:
"ELIGIBLE RECEIVABLES" means (i) at any time on or prior to
March 31, 2001, (x) WIP of each such Person less than or equal to 120
days plus (y) the total face of the trade receivables less than or
equal to 120 days (related to the sale of goods and services other than
to affiliates of the Company) of the Company and its Wholly Owned
Subsidiaries which are a party to a Security Agreement, calculated in
accordance with GAAP, consistently applied, and (ii) at any time
thereafter, (x) work-in-progress of each such Person less than or equal
to 90 days plus (y) the total face of the trade receivables less than
or equal to 90 days (related to the sale of goods and services other
than to affiliates of the Company) of the Company and its Wholly Owned
Subsidiaries which are a party to a Security Agreement, calculated in
accordance with GAAP, consistently applied.
"ELIGIBLE RECEIVABLES RATIO" means, as of the last Business
Day of each calendar month, the ratio of (a) Eligible Receivables as of
such date to (b) the outstanding principal amount of Loans as of such
date.
"NET PROCEEDS" means the sum of cash or readily marketable
cash equivalents received (including by way of a cash generating note
or discounting of a note or receivable when received in cash, but
excluding any other consideration received in the form of assumption by
the acquiring Person of debt or other obligations relating to the
properties or assets so disposed of or received in any other non-cash
form) therefrom, whether at the time of such disposition or subsequent
thereto (but, in the case of amounts received subsequent thereto,
excluding interest on such amounts), net all federal, state, local and
other taxes required to be accrued as a liability as a consequence of
such transaction.
"SPECIFIED ASSET SALE" means each Asset disposition described
in Schedule A to the Third Amendment.
"SPECIFIED JOINT VENTURE" means each Joint Venture described
on Schedule B to the Third Amendment.
"THIRD AMENDMENT" means the Third Amendment to the Amended and
Restated Credit Agreement, dated as of September 22, 2000.
(c) ARTICLE II OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
(i) REDESIGNATING SECTION 2.05 AS "VOLUNTARY TERMINATION OR REDUCTION OF
COMMITMENTS; MANDATORY REDUCTION OF COMMITMENTS", (ii) REDESIGNATING SECTION
2.05 AS CLAUSE (a) OF SECTION 2.05 AND (iii) ADDING THE FOLLOWING NEW CLAUSE (b)
TO SECTION 2.05:
"(b) On the date of receipt thereof by the Company or
any of its Subsidiaries, the Company shall permanently reduce
the Revolving Loan Commitment by an amount equal to (x) 100%
of the Net Proceeds received by any such Person from the sale
or other disposition of an Insurance Subsidiary (including any
sale of any asset of an Insurance Subsidiary) and (y) 75% of
the Net Proceeds from any Specified Asset Sale or any other
Disposition".
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<PAGE> 5
(d) ARTICLE VII OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
DELETING CLAUSE (f) OF SECTION 7.02 IN ITS ENTIRETY AND INSERTING THE FOLLOWING
NEW CLAUSE (f):
"(f) ACCOUNT RECEIVABLE AGING REPORT. Within thirty
(30) days after the end of each calendar month (commencing
with the calendar month ended August 31, 2000), an account
receivable aging report (the "Account Receivable Aging
Report") of the Company by business region. Each Account
Receivable Aging Report shall include such detail as the Agent
may reasonably require (including, without limitation,
information relating to compliance with Section 8.18) and
shall be signed by the president or the chief financial
officer or treasurer of the Company; and".
(e) ARTICLE VIII OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY:
(i) DELETING SECTION 8.02 IN ITS ENTIRETY AND INSERTING
THE FOLLOWING IN LIEU THEREOF:
"8.02 DISPOSITION OF ASSETS. The Company shall not,
and shall not suffer or permit any Subsidiary to, directly or
indirectly, sell, assign, lease, convey, transfer or otherwise
dispose of (whether in one or a series of transactions) any
property (including accounts and notes receivable, with or
without recourse) or enter into any agreement to do any of the
foregoing, except:
(a) dispositions of inventory, or used, worn-out
or surplus equipment (including, without limitation,
demonstration or pilot plants), all in the ordinary
course of business;
(b) the sale of equipment to the extent that
such equipment is exchanged for credit against the
purchase price of similar replacement equipment, or
the proceeds of such sale are reasonably promptly
applied to the purchase price of such replacement
equipment; and
(c) dispositions of Investments and insurance
contracts by any Insurance Subsidiary in the ordinary
course of business;
(d) the sale of the capital stock of, or any
asset of, an Insurance Subsidiary;
(e) each Specified Asset Sale; PROVIDED that
such specified Asset Sale is completed on or prior to
June 30, 2001, PROVIDED however, that in the case of
a Specified Asset Sale of an Insurance Subsidiary,
such Sale is completed on or prior to October 31,
2000; and
(f) dispositions not otherwise permitted
hereunder which are made for fair market value;
PROVIDED that (i) at the time of any disposition, no
Event of Default shall exist or shall result from
such disposition, (ii) not less than 80% of the
aggregate sales price from such disposition shall be
paid in cash, and (iii) the aggregate value of all
assets so sold by the
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Company and its Subsidiaries, together, shall not
exceed (x) 5% of the net tangible assets of the
Company and its Subsidiaries on a consolidated basis
during any twelve month period with net tangible
assets to be measured as of the beginning of such
period, and (y) 15% of the net tangible assets of the
Company and its Subsidiaries on a consolidated basis
during the term of this Agreement, with net tangible
assets to be measured as of the Closing Date";
(ii) DELETING CLAUSE (d) OF SECTION 8.04 IN ITS ENTIRETY
AND INSERTING THE FOLLOWING IN LIEU THEREOF:
"(d) Investments, subject to SECTION 8.09, incurred
in order to consummate Acquisitions otherwise permitted
herein, PROVIDED that in the event that the Leverage Ratio,
both before and after giving effect to such Acquisition, is at
any time more than 1:25:1.0, any such Acquisition shall not be
permitted without the prior written approval of the Majority
Lenders;";
(iii) INSERTING THE FOLLOWING TO THE END OF SECTION 8.09:
"; and PROVIDED FURTHER, that each Specified Joint Venture
shall be permitted"; and
(iv) deleting Section 8.15 in its entirety and inserting
the following in lieu thereof:
"8.15 MINIMUM NET WORTH. The Company shall not permit its
Consolidated Net Worth at any time (a) for the period from and
including the Closing Date to but excluding the last day of the
fiscal quarter ended on June 30, 2000, to be less than $512,000,000,
and (b) for the period from and including the last day of the fiscal
quarter ended on June 30, 2000 and thereafter, to be less than an
amount equal to the sum of (x) $512,000,000 PLUS (y) 70% of the
Company's positive Net Income, if any, for each such fiscal quarter
PLUS (2) an amount equal to 100% of the net cash and non-cash
proceeds of any equity securities issued by the Company after the
date of the Third Amendment."; and
(iv) INSERTING THE FOLLOWING AS A NEW SECTION 8.18:
"8.18 ELIGIBLE RECEIVABLES RATIO. The Company shall
not permit, at any time, its Eligible Receivables Ratio as of the end
of any calendar month to be less than (i) for each calendar month
ended on or prior to September 30, 2000, .85:1.0, PROVIDED, that in
the event that all of the Insurance Subsidiaries and/or all of each
Insurance Subsidiary's assets are sold on or prior to September 30,
2000, then such ratio shall be determined pursuant to clause (ii) of
the definition of Eligible Receivables contained herein, and (ii) for
each calendar month thereafter, 1.0:1.0."
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(f) EXHIBIT C OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS SET FORTH ON EXHIBIT A HERETO.
SECTION 3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT. This
Agreement shall become effective upon the date (the "EFFECTIVE DATE") each of
the following conditions have been satisfied:
(a) EXECUTION AND DELIVERY. The Company and the Majority
Lenders shall have executed and delivered this Agreement.
(b) NO DEFAULTS. No Default or Event of Default under the
Credit Agreement (as amended hereby) shall have occurred and be continuing.
(c) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Company contained in this Agreement, the Credit Agreement (as
amended hereby) and the other Loan Documents shall be true and correct in all
material respects as of the Effective Date, with the same effect as though made
on such date, except to the extent that any such representation or warranty
expressly refers to an earlier date, in which case such representation or
warranty shall be true and correct in all material respects as of such earlier
date.
(d) AMENDMENT FEE. The receipt by the Agent, for distribution
to the relevant Lender, from the Company of an amendment fee payable to each
Lender executing this Amendment in an amount equal to .15% of such Lender's
Revolving Loan Commitment.
SECTION 4. REPRESENTATIONS AND WARRANTIES.
(a) The Company represents and warrants (i) that it has full
power and authority to enter into this Agreement and perform its obligations
hereunder in accordance with the provisions hereof, (ii) that this Agreement has
been duly authorized, executed and delivered by such party and (iii) that this
Agreement constitutes the legal, valid and binding obligation of such party,
enforceable against such party in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors' rights generally
and by general principles of equity.
(b) The Company represents and warrants that the following
statements are true and correct:
(i) The representations and warranties contained in the
Credit Agreement and each of the other Loan Documents are and
will be true and correct in all material respects on and as of
the Effective Date to the same extent as though made on and as
of that date, except to the extent such representations and
warranties expressly refer to an earlier date, in which case
they were true and correct in all material respects on and as
of such earlier date.
(ii) No event has occurred and is continuing or will
result from the consummation of the transactions contemplated
by this Agreement that would constitute an Event of Default.
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(iii) The execution, delivery and performance of this
Agreement by the Company do not and will not violate its
respective certificate or articles of incorporation or
by-laws, any law, rule, regulation, order, writ, judgment,
decree or award applicable to it or any contractual provision
to which it is a party or to which it or any of its property
is subject.
(iv) No authorization or approval or other action by, and
no notice to or filing or registration with, any governmental
authority or regulatory body is required in connection with
its execution, delivery and performance of this Agreement and
all agreements, documents and instruments executed and
delivered pursuant to this Agreement.
SECTION 5. REFERENCES TO AND EFFECT ON THE CREDIT AGREEMENT.
(a) On and after the Effective Date each reference in the
Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or words
of like import, and each reference to the Credit Agreement in the Loan Documents
and all other documents (the "ANCILLARY DOCUMENTS") delivered in connection with
the Credit Agreement shall mean and be a reference to the Credit Agreement as
amended hereby.
(b) Except as specifically amended above, the Credit
Agreement, the Loan Documents and all other Ancillary Documents shall remain in
full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver
(except as specifically waived above) of any right, power or remedy of the
Lenders or the Agent under the Credit Agreement, the Loan Documents or the
Ancillary Documents.
SECTION 6. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of a signature page of this
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart of this Agreement.
SECTION 7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS,
WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF.
SECTION 8. HEADINGS. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purposes.
[signature pages to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
date above first written.
CENTURY BUSINESS SERVICES, INC.
By /s/ Jerome P. Grisko, Jr.
---------------------------------------------
Name: Jerome P. Grisko, Jr.
Title: President & Chief Operating Officer
BANK OF AMERICA, N.A., as Agent
By /s/ Kristine D. Hyde
---------------------------------------------
Name: Kristine D. Hyde
Title: Vice President
BANK OF AMERICA, N.A., Individually as a
Lender and as the Issuing Bank
By /s/ Jennifer L Gerdes
---------------------------------------------
Name: Jennifer L. Gerdes
Title: Vice President
<PAGE> 10
FLEET NATIONAL BANK, as a Co-Agent and
individually as a Lender
By /s/ Walter J. Marillo
---------------------------------------------
Name: Walter J. Marillo
Title: Director
<PAGE> 11
BANK ONE, MICHIGAN, as a Co-Agent and
individually as a Lender
By /s/ William J. McCaffrey
---------------------------------------------
Name: William J. McCaffrey
Title: First Vice President
<PAGE> 12
LASALLE BANK NATIONAL ASSOCIATION, as
a Co-Agent and individually as a Lender
By /s/ David A. Chaika
---------------------------------------------
Name: David A. Chaika
Title: Assistant Vice President
<PAGE> 13
PNC BANK, NATIONAL ASSOCIATION, as a Co-
Agent and individually as a Lender
By /s/ Bryon A. Pike
---------------------------------------------
Name: Bryon A. Pike
Title: Vice President
<PAGE> 14
COMERICA BANK
By /s/ Jeffrey J. Judge
---------------------------------------------
Name: Jeffrey J. Judge
Title: Vice President
<PAGE> 15
FIFTH THIRD BANK, NORTHEASTERN OHIO
By /s/ David J. Williams
---------------------------------------------
Name: David J. Williams
Title: Vice President
<PAGE> 16
HUNTINGTON NATIONAL BANK
By /s/ Laura Conway
---------------------------------------------
Name: Laura Conway
Title: Vice President
<PAGE> 17
FIRSTAR BANK, N.A.
By /s/ David J. Dannemiller
---------------------------------------------
Name: David J. Dannemiller
Title: Vice President
<PAGE> 18
FIRSTMERIT BANK, N.A.
By /s/ Keith J. Comtois
---------------------------------------------
Name: Keith J. Comtois
Title: Vice President
<PAGE> 19
FIRST UNION NATIONAL BANK
By /s/ Mark B. Felker
---------------------------------------------
Name: Mark B. Felker
Title: Senior Vice President
<PAGE> 20
U.S. BANK, N.A.
By /s/ Carol A. Morse
---------------------------------------------
Name: Carol A. Morse
Title: Senior Vice President
<PAGE> 21
EXHIBIT A TO THIRD AMENDMENT
----------------------------
EXHIBIT C
---------
TO CREDIT AGREEMENT
-------------------
FORM OF COMPLIANCE CERTIFICATE
------------------------------
Bank of America, N.A.,
as Agent for the Lenders party to the Credit
Agreement referred to below
231 South LaSalle Street
Chicago, Illinois 60697
Attn:
Ladies and Gentlemen:
This certificate is furnished to you by Century Business Services, Inc.
(the "Company"), pursuant to Section 7.02(b) of that certain Amended and
Restated Credit Agreement, dated as of October 3, 1997, as amended and restated
as of August 10, 1998 and as amended and restated as of August 24, 1999, among
the Company, the financial institutions party thereto (the "Lenders"), and Bank
of America, N.A., as agent for such Lenders (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"), concurrently with the delivery of the financial statements required
pursuant to SECTION 7.01 [(a)][(b)] of the Credit Agreement. Terms not otherwise
defined herein are used herein as defined in the Credit Agreement.
The undersigned, on behalf of the Company, hereby certifies that:
(A) no Default or Event of Default has occurred and is continuing,
except as described in ATTACHMENT 1 hereto;
(B) the financial data and computations set forth in Schedule 1 below,
evidencing compliance with the covenants set forth in [SECTIONS 8.01(i), (j) and
(m), 8.02, 8.05(d), 8.15, 8.16, 8.17, and 8.18](1) of the Credit Agreement, are
true and correct as of ________________, ____(2) (the "Computation Date");
(C) if the financial statements of the Company being concurrently
delivered were not prepared in accordance with GAAP, ATTACHMENT 2 hereto sets
forth any derivations required to conform the relevant data in such financial
statements to the computations set forth below; and
----------
(1) Insert Section numbers as appropriate. Section 8.18 is computed on a
monthly basis.
(2) The last day of the accounting period for which financial statements are
being concurrently delivered.
<PAGE> 22
(D) during the preceding 12 month period there has been a ___% turnover
in Key Management.
The foregoing certifications, together with the computations set forth
in SCHEDULE 1 hereto and the financial statements delivered with this Compliance
Certificate in support hereof, are made and delivered as of this _____ day of
___________, ____.
CENTURY BUSINESS SERVICES, INC.
By:
-----------------------------------------------
Name:
-----------------------------------------------
Its: (3)
-----------------------------------------------
----------
(3) To be executed by a Responsible Officer of the Company.
2
<PAGE> 23
SCHEDULE 1
----------
COMPUTATIONS
<TABLE>
<S> <C> <C>
I. SECTION 8.01 LIENS
A. Clauses (a), (i) and (j)
1. Aggregate amount of Indebtedness permitted to be secured: $_________(4)
2. Actual amount of Indebtedness secured as of the date of determination:
- Attributable to 8.01(a): $_________
- Attributable to 8.01(i): $_________
- Attributable to 8.01(j): $_________
$_________
B. CLAUSE (m)
1. Aggregate amount of obligations permitted to be secured:
$1,000,000
2. Actual amount of obligations secured as of the date of determination:
$_________
II. SECTION 8.02 DISPOSITION OF ASSETS
A. Aggregate amount permitted during the immediately preceding twelve month
period: $_________(5)
B. Actual amount during the immediately preceding twelve month period: $_________
C. Aggregate amount permitted from August 24, 1999: $_________(6)
D. Actual amount from August 24, 1999: $_________
III. SECTION 8.05 INDEBTEDNESS
A. CLAUSE (d)
1. Aggregate principal amount of Indebtedness permitted: $_________
</TABLE>
----------
(4) Insert amount equal to 3% of total tangible assets as of the end of the
most recent fiscal quarter.
(5) Insert amount equal to 5% of net tangible assets as of the end of the most
recent fiscal quarter.
(6) Insert amount equal to 15% of net tangible assets as of the Closing Date.
<PAGE> 24
<TABLE>
<S> <C> <C>
2. Actual amount of Indebtedness as of the date of determination:
- Attributable to 8.01(a): $_________
- Attributable to 8.01(i): $_________
- Attributable to 8.01(j): $_________
- Attributable to Section 8.05(d): $_________
$_________
IV. SECTION 8.15 MINIMUM NET WORTH
1. Required Net Worth:
(a) Base Amount: $512,000,000
(b) 70% of the Company's Positive Net Income for each fiscal quarter $_________
ending after June 30, 2000:
(c) 100% of the net cash and non-cash proceeds of any equity securities
issued by the Company after September 22, 2000; $_________
(d) The sum of (a) PLUS (b) PLUS (c): $_________
V. SECTION 8.16 LEVERAGE RATIO
Period: Twelve months ended ____________ ___, ______.
1. Required: 2.5:1.0
2. Actual: ______:__
(a) Consolidated Indebtedness as of the end of the period referred to
above: $_________
- Attributable to the fiscal quarter ended:
- _____________: $_________
- _____________: $_________
- _____________: $_________
- _____________: $_________
(b) EBITDA for the period referred to above: $_________
- Attributable to Insurance Subsidiaries: $_________
- Attributable to the fiscal quarter ended:
- _____________: $_________
- _____________: $_________
- _____________: $_________
- _____________: $_________
(c) Ratio of (a) TO (b): ______:1.0
--
VI. SECTION 8.17 INTEREST COVERAGE RATIO
Period: Twelve months ended ____________ ___, _____.
1. Required: ______:1.0
2. Actual:
</TABLE>
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<TABLE>
<S> <C> <C>
(a) EBIT for the period referred to above: $_________
- Attributable to Insurance Subsidiaries $_________
(b) Consolidated Interest Expense for the period referred to above: $_________
VII. SECTION 8.18 ELIGIBLE RECEIVABLES RATIO
Period: Month ended ____________ ___, _____.
1. Required: ______:1.0
2. Actual:
(a) Trade Receivables (less than or equal to 90 or 120 days, as provided $_________
in the definition "ELIGIBLE RECEIVABLES")
(b) Work-in-progress (less than or equal to 90 or 120 days, as provided $_________
in the definition "ELIGIBLE RECEIVABLES")
(c) The sum of (a) plus (b) $_________
(d) Outstanding Principal of Loans $_________
(e) Ratio of (c) to (d) ______:1.0
</TABLE>
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ATTACHMENT 1
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DESCRIPTION OF ANY DEFAULTS OR EVENTS OF DEFAULT
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ATTACHMENT 2
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DERIVATIONS REQUIRED TO CONFORM RELEVANT DATA IF FINANCIAL
STATEMENTS WERE NOT PREPARED IN ACCORDANCE WITH GAAP
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