Exhibit
10.7
AMENDMENT AND WAIVER TO
CREDIT AGREEMENT
Amendment and Waiver (this
“Amendment”) entered into as of August 11, 2005 between
FIND/SVP, INC., a New York corporation, (the
“Borrower”), and BANK OF AMERICA, N.A., successor by
merger to Fleet National Bank, a national banking association
organized and existing under the laws of the United States of
America (the “Bank”).
WHEREAS, the Borrower and the Bank are parties
to a Credit Agreement dated as of March 31, 2005 (the
“Agreement”);
WHEREAS, the Borrower has defaulted under
provisions of the Agreement which require that the Borrower (i)
maintain minimum Consolidated EBITDA (as defined in the Agreement),
(ii) maintain maximum Funded Debt to Consolidated EBITDA Ratio (as
defined in the agreement), and (iii) not permit there to be a net
loss on a consolidated basis (the “Covenant Defaults”);
and
WHEREAS, the Borrower has requested that the
Bank waive, and the Bank has agreed to waive, the Covenant
Defaults, provided that the Agreement is amended as set forth
herein.
NOW, THEREFORE, the parties hereto hereby agree
as follows:
1. All capitalized terms used herein, unless
otherwise defined herein, have the same meanings provided therefor
in the Agreement.
2. The Agreement is amended: as follows:
(a) Section 2.01(a) of the Agreement shall be
amended by adding the following at the end of the first sentence
thereof:
“; and
provided further that, if the Borrower shall effect any Borrowing,
as of the last day of each month during the fiscal quarter ending
September 30, 2005 the ratio of Total Outstandings to cash and Cash
Equivalents of the Borrower shall not exceed 1.25 to
1.00.”
(b) A new Section 6.01(d) shall be added and shall
read as follows:
“(d) as
soon as available, but in any event no later than 20 days after the
end of each of July 2005, August 2005 and September 2005, a
consolidated and consolidating, company-prepared, unaudited monthly
financial statement of the Borrower and its Subsidiaries as at the
end of such calendar month, and the related consolidated and
consolidating statements of income or operations,
shareholders’ equity and cash flows for such calendar month
and for the portion of the Borrower’s fiscal year then ended,
setting forth in each case in comparative form the figures for the
corresponding calendar month of the previous fiscal year and the
corresponding portion of the previous fiscal year (except with
respect to the statement of cash flows and shareholders equity),
all in reasonable detail, such statements to be certified by a
responsible officer of the Borrower and subject to normal and
customary quarter-end review procedures.”
(c) Section 7.11(e) of the Agreement is amended by
adding the following to the end thereof:
“or at
the end of any of July 2005, August 2005 or September
2005.”
3. The Bank hereby agrees to waive compliance with
the Section 7.11(b),