Exhibit 10.3
April 12, 2005
TO THE ADMINISTRATIVE AGENT AND THE LENDERS
DESCRIBED BELOW:
Re: Team,
Inc.
Ladies and Gentlemen:
Reference is made to that certain
Credit Agreement dated as of August 11, 2004, among Team, Inc.
(“ Borrower ”), Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, and the
Lenders party thereto (as amended through the date hereof and as
further amended, extended, renewed, or restated from time to time,
the “ Credit Agreement ”). Terms defined in the
Credit Agreement and not otherwise defined herein shall be used
herein as defined in the Credit Agreement.
Pursuant to Section 2.15 of
the Credit Agreement, Borrower desires to increase the Aggregate
Revolving Commitments from the current maximum amount of
$50,000,000 to a maximum amount of $55,000,000 (the “
Proposed Increase ”). Section 2.15(a) of the
Credit Agreement provides that Borrower may not request the
Proposed Increase until after May 31, 2005. Borrower hereby
requests that the Lenders waive such requirement and permit
Borrower to request the Proposed Increase on the date hereof (the
“ Requested Waiver ”).
Pursuant to Section 10.01 of
the Credit Agreement, the Requested Waiver is permitted only if the
Required Lenders shall agree to such waiver. By executing in the
space provided below, you hereby agree to the Requested Waiver and
to the following amendment to the Credit Agreement:
Section 7.14(b)
is hereby entirely amended to read
as follows:
(b) Leverage Ratio . Permit
the Leverage Ratio as of the end of any Fiscal Quarter of the
Borrower set forth below to be greater than the ratio set forth
below opposite such Fiscal Quarter:
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Fiscal Quarters Ending
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Maximum Leverage
Ratio
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Closing Date through February 28,
2005
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3.25 to 1.00
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May 31, 2005
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3.50 to 1.00
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August 31, 2005
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3.25 to 1.00
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November 30, 2005
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3.00 to 1.00
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Each Fiscal Quarter thereafter
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2.75 to 1.00
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The agreement of the undersigned
Lenders shall not be and shall not be deemed to be an agreement to
increase any such Lender’s Revolving Commitment.
Upon Required Lender approval of the
Requested Waiver, this letter shall serve as notice to the
Administrative Agent and the Lenders under Section 2.15(a)
of the Credit Agreement that Borrower is requesting the Proposed
Increase, and Borrow
