Exhibit 10.25
THIRD MODIFICATION TO BUSINESS
LOAN
AND SECURITY AGREEMENT AND
OTHER LOAN DOCUMENTS
THIS THIRD MODIFICATION TO
BUSINESS LOAN AND SECURITY AGREEMENT AND OTHER LOAN
DOCUMENTS (this
“Modification”), dated November 30, 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, ORC ProTel, LLC,
a Delaware limited liability company, 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 (the “Borrowers”). 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 (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 the First
Modification to Business Loan and Security Agreement and Other Loan
Documents dated March 15, 2005, the Original Loan was
increased to Fifty Million and No/100 Dollars ($50,000,000.00) by
the extension to the Borrowers of a new term loan (the “Term
Facility”) in the aggregate original principal amount of
Fifteen Million and No/100 Dollars ($15,000,000.00), which
increased the aggregate maximum principal amount of the Original
Loan (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); and
WHEREAS
, on July 29, 2005, the
Borrowers executed a Second Modification to Business Loan and
Security Agreement and Other Loan Documents in connection with the
Borrowers obtaining unsecured senior subordinated debt from The
Royal Bank of Scotland plc; 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-five Million and No/100 Dollars ($25,000,000.00),
(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 Ten Million and No/100 Dollars ($10,000,000.00),
(iii) a certain Swing Line Promissory Note dated May 4,
2004 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), (iv) a certain Term Promissory Note
dated March 15, 2005 (together with all extensions, renewals,
modifications, amendments, replacements and substitutions thereof
or therefor, the “Citizens Term Note”), made by the
Borrowers and payable to the order of Citizens Bank in the maximum
principal amount of Ten Million and
No/100 Dollars ($10,000,000.00), and (v) a
certain Term Promissory Note dated March 15, 2005 (together
with all extensions, renewals, modifications, amendments,
replacements, and substitutions thereof or therefor, the
“First Horizon Term Note,” and together with the
Citizens Revolving Note, the First Horizon Revolving Note, and the
Citizens Term Note, the “Notes”) made by the Borrowers
and payable to the order of First Horizon in the maximum principal
amount of Five Million and No/100 Dollars ($5,000,000.00), 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 (collectively, the
“Collateral Documents”); and
WHEREAS
, pursuant to an Assignment and
Acceptance Agreement dated the date hereof, by and between First
Horizon and Citizens Bank, First Horizon transferred and assigned
to Citizen’s Bank all of First Horizon’s interest in
and to First Horizon’s Percentage Interest in the Term
Facility, the First Horizon Term Note and the Loans outstanding
under the Term Facility (the “Term Assignment”);
and
WHEREAS,
on the date hereof, and in
furtherance of the transactions constituting the Term Assignment,
the Citizens Term Note and the First Horizon Term Note were
consolidated into a certain Amended, Restated and Consolidated Term
Promissory Note dated the date hereof, made by the Borrowers and
payable to the order of Citizens Bank (acting in its capacity as a
Lender); and
WHEREAS,
pursuant to another Assignment and
Acceptance Agreement dated the date hereof by and between Citizens
Bank and First Horizon, Citizens Bank transferred and assigned to
First Horizon Five Million and No/100 Dollars ($5,000,000.00) of
its interest in the Revolving Facility Commitment Amount (the
“Revolving Assignment”);
WHEREAS
, on the date hereof, and in
furtherance of the transaction constituting the Revolving
Assignment, the maximum principal amount of the First Horizon
Revolving Note was increased from Ten Million and No/100 Dollars
($10,000,000.00) to Fifteen Million and No/100 Dollars
($15,000,000.00) pursuant to an
