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FOURTH MODIFICATION TO BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS

Addendum or Modifications

FOURTH MODIFICATION TO BUSINESS LOAN 

AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS 

 | Document Parties: OPINION RESEARCH CORP | Citizens Bank | Social and Health Services, Ltd |  Macro International Inc You are currently viewing:
This Addendum or Modifications involves

OPINION RESEARCH CORP | Citizens Bank | Social and Health Services, Ltd | Macro International Inc

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Title: FOURTH MODIFICATION TO BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS
Governing Law: Maryland     Date: 3/31/2006
Industry: Business Services    

FOURTH MODIFICATION TO BUSINESS LOAN 

AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS 

, Parties: opinion research corp , citizens bank , social and health services  ltd ,  macro international inc
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Exhibit 10.26

FOURTH MODIFICATION TO BUSINESS LOAN

AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS

THIS FOURTH MODIFICATION TO BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS (this “Modification”), dated January 18, 2006, but effective for all purposes as of December 31, 2005, is made by and among (i) Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank (“Citizens Bank”), acting in its capacity as agent for the Lenders (the “Agent”); (ii) Citizens Bank, acting in its individual capacity as Swing Line Lender (the “Swing Line Lender”); (iii) Citizens Bank, acting in its individual capacity as a Lender and First Horizon Bank, a division of First Tennessee Bank National Association (“First Horizon” and collectively with Citizens Bank, the “Lenders”); and (iv) Opinion Research Corporation, a Delaware corporation, Macro International Inc., a Delaware corporation, Social and Health Services, Ltd., a Maryland corporation, ORC Holdings, Ltd., an English Company, O.R.C. International Ltd., an English Company, and any other “Borrower” party to the hereinafter referenced Loan Agreement from time to time (the “Borrowers”) 1 . Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Loan Agreement.

W I T N E S S E T H      T H A T :

WHEREAS , on May 4, 2004, the Lenders extended to the Borrowers loans and certain other financial accommodations (collectively, the “Original Loan”) in the aggregate maximum principal amount of Thirty-five Million and No/100 Dollars ($35,000,000.00) pursuant to the terms and conditions of a certain Business Loan and Security Agreement dated as of May 4, 2004 (as the same may be modified or amended from time to time, the “Loan Agreement”), by and among the Borrowers, the Agent, the Swing Line Lender and the Lenders; and

WHEREAS , pursuant to the terms of a certain First Modification to Business Loan and Security Agreement and Other Loan Documents dated March 15, 2005 (the “First Modification”), the aggregate maximum principal amount of the Original Loan was increased (as increased, the “Loan”) from Thirty-five Million and No/100 Dollars ($35,000,000.00) to Fifty Million and No/100 Dollars ($50,000,000.00) by the extension to the Borrowers of a new term loan in the aggregate original principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00); and

WHEREAS , pursuant to the terms of a certain Second Modification to Business Loan and Security Agreement and Other Loan Documents dated July 29, 2005 (the “Second Modification”) the Loan was modified to permit the Borrowers to obtain financing in the form of unsecured senior subordinated debt from The Royal Bank of Scotland plc; and

WHEREAS , pursuant to the terms of a certain Third Modification to Business Loan and Security Agreement and Other Loan Documents dated November 30, 2005 (the “Third Modification”) the Loan was further modified to, among other things, reallocate the Loan among the Lenders; and

WHEREAS , the Loan is currently evidenced by (i) a certain Revolving Promissory Note dated May 4, 2004 (together with all extensions, renewals, modifications, amendments, replacements and substitutions thereof or therefor, the “Citizens Revolving Note”), made by the Borrowers and payable to the order of Citizens Bank in the maximum principal amount of Twenty Million and No/100 Dollars


1

Note: The membership interests in ORC ProTel, LLC, a Delaware limited liability company, were sold by Opinion Research Corporation on December 31, 2005, and ORC ProTel, LLC is no longer a Borrower.


($20,000,000.00), (ii) a certain Revolving Promissory Note dated May 4, 2004 (together with all extensions, renewals, modifications, amendments, replacements and substitutions thereof or therefor, the “First Horizon Revolving Note”), made by the Borrowers and payable to the order of First Horizon in the maximum principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00), (iii) a certain Swing Line Promissory Note dated May 4, 2004 (together with all extensions, renewals, modifications, amendments, replacements and substitutions thereof or therefor, the “Swing Line Note”) made by the Borrowers and payable to the order of Citizens Bank, in the maximum principal amount of Five Million and No/100 Dollars ($5,000,000.00), and (iv) a certain Amended, Restated and Consolidated Term Promissory Note dated November 30, 2005 (together with all extensions, renewals, modifications, amendments, replacements and substitutions thereof or therefor, the “Citizens Term Note” and together with the Citizens Revolving Note, the Swing Line Note and the First Horizon Revolving Note, the “Notes”), made by the Borrowers and payable to the order of Citizens Bank in the maximum principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00), each secured by, among other things, (a) the Collateral described in the Loan Agreement and (b) certain collateral documents, instruments and agreements executed, issued and/or delivered by one or more of the Borrowers to the Agent for the ratable benefit of the Lenders, in connection with the Loan; and

WHEREAS, the Borrowers have requested and the Lenders have agreed to revise certain of the financial covenants of the Borrowers set forth in the Loan Agreement, as hereinafter provided, subject to the terms and conditions hereinafter set forth.

NOW THEREFORE , for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Recitals . The foregoing recitals are hereby incorporated herein by this reference and made a part hereof, with the same force and effect as if fully set forth herein.

2. The definition of “EBITDA” set forth in the Section of the Loan Agreement titled “Certain Definitions” is hereby deleted in its entirety and replaced with the following:

“EBITDA” shall mean, as of the date of any determination, the consolidated net income of the Parent Company, including all Borrowers and Non-Borrower Subsidiaries, plus interest expense, plus taxes, plus depreciation expense, plus amortization expense, plus any non-cash, non-recurring charges against income approved in writing by the Agent, plus any non-cash stock-option expenses, minus any non-cash gain (to the extent included in determining net income), minus any dividends paid in accordance with Section 7.8(a) of this Agreement to the extent not deducted from net income, all as determined on a rolling four (4) quarter consolidated basis in accordance with GAAP.”

 

2


3. Sections 6.15(c) and 6.15(g) set forth in the Loan Agreement are hereby deleted in their entirety, and the following substituted in lieu thereof:

“(c) Leverage Ratio . The Borrowers and the Non-Borrower Subsidiaries will maintain on a consolidated basis for each quarter ending during the periods specified below, a Leverage Ratio of not more than the following:

 

 

 

 

Period

  

Maximum
Leverage Ratio

December 31, 2005 through March 31, 2006

  

4.50 to 1.00

From April 1, 2006 through September 30, 2006

  

4.25 to 1.00

From and after October 1, 2006

  

4.00 to 1.00

For purposes of the foregoing, “Leverage Ratio” shall mean, for each measurement period, the ratio of the Borrower’s and the Non-Borrower Subsidiaries’ Total Debt to EBITDA. The Leverage Ratio shall be measured on the last day of each fiscal quarter throughout the term of the Loan.

(g) Interest Coverage Ratio . The Borrowers and the Non-Borrower Subsidiaries will maintain an Interest Coverage Ratio, measured on the last day of each fiscal quarter throughout the term of the Loan of: (i) at least 2.50 to 1.00 for each fiscal quarter up to and including the fiscal quarter ending March 31, 2006; (ii) at least 2.00 to 1.00 for the fiscal quarter ending June 30, 2006 up to and including the fiscal quarter ending March 31, 2007; and (iii) at least 2.50 to 1.00 for the fiscal quarter ending June 30, 2007 and each fiscal quarter thereafter. For purposes of the foregoing, “Interest Coverage Ratio” shall mean, for each measurement period, the ratio of EBITDA to the Borrowers’ and the Non-Borrower Subsidiaries’ cash interest expense during such period.”

4. The following language is hereby added after the last sentence of Section 6.15(e) of the Loan Agreement: “Notwithstanding the foregoing, for the fiscal quarters


 
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