1st Amendment To Amended & Restated Credit Agreeme

Exhibit 10.11


FIRST AMENDMENT TO
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AMENDED AND RESTATED CREDIT AGREEMENT
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THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
--------- effective as of September 25, 1999, is among RENAISSANCE WORLDWIDE, INC. ("Borrower"), a Massachusetts corporation, each of the banks or other lending -------- institutions which is a party hereto (individually, each a "Lender", and
------ collectively the "Lenders") and BANK OF AMERICA, N.A., as administrative agent
------- for the Lenders (in such capacity, the "Administrative Agent").
--------------------


RECITALS:


Borrower, the Administrative Agent and the Lenders have entered into that certain Amended and Restated Credit Agreement dated as of July 15, 1999 (as amended, restated, or modified from time to time, the "Credit Agreement").
---------------- Borrower, Administrative Agent and the Lenders now desire to amend the Credit Agreement as set forth herein.


NOW, THEREFORE, BE IT RESOLVED, THAT, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


ARTICLE 1


Definitions
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1.1 Definitions. Capitalized terms used in this Amendment, to the extent
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not otherwise defined herein, shall have the same meanings as in the
Credit Agreement, as amended hereby.


ARTICLE 2


Amendments
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1.2 Amendment to Section 4.2.
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(A) The first sentence of Section 4.2 of the Credit Agreement and the
table set forth therein are hereby amended to read in their entirety as
follows:


Section 4.2 Prior to the receipt of the Applicable Rate Certificate
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to be delivered with Borrower's financial statements for the Fiscal Quarter
ending December 25, 1999, the margins identified in Section 4.1 and the
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Commitment Fee Rate shall be as follows: (i) the Libor Rate Margin shall be
three and one-half percent (3.50%); (ii) the Base Rate Margin shall be two
and one-quarter percent (2.25%); and (iii) the Commitment Fee Rate shall be
five-eighths of one percent (0.625%); thereafter, the Libor Rate Margin,
the Base Rate Margin, and the Commitment Fee Rate shall be determined in
accordance with the following table:


========================================================================
LIBOR RATE BASE RATE COMMITMENT
LEVERAGE RATIO MARGIN MARGIN FEE RATE
========================================================================


Less than 0.75 to 1.00 1.50% 0.25% 0.375%
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Greater than or equal to 2.00% 0.75% 0.50%
0.75 to 1.00 but less
than 1.75 to 1.00
------------------------------------------------------------------------
Greater than or equal to 2.50% 1.25% 0.50%
1.75 to 1.00 but less
than 2.75 to 1.00
------------------------------------------------------------------------
Greater than or equal to 3.00% 1.75% 0.50%
2.75 to 1.00 but less
than 3.5 to 1.00
------------------------------------------------------------------------
Greater than or equal to 3.50% 2.25% 0.625%
3.5 to 1.00
========================================================================


(B) The penultimate sentence of Section 4.2 of the Credit Agreement
is hereby amended to read in its entirety as follows:


If Borrower fails to deliver such Applicable Rate Calculation with
respect to any Fiscal Quarter which sets forth the Leverage Ratio within
the period of time required by subsection 10.1(c): (i) the Libor Rate
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Margin (for Interest Periods commencing after the applicable Adjustment
Date) shall automatically be adjusted to three and one-half percent (3.50%)
per annum; (ii) the Base Rate Margin shall automatically be adjusted to two
and one-quarter percent (2.25%) per annum; and (iii) the Commitment Fee
Rate shall automatically be adjusted to five-eighths of one percent
(0.625%) per annum.


1.3 Amendment to Section 11.4. Subsection 11.4(iii) of the Credit
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Agreement is hereby amended and restated to read in its entirety as
follows:


(iii) Borrower may purchase or redeem stock, stock rights, options or
similar rights not to exceed Fifteen Million Dollars ($15,000,000) in the
aggregate from the Closing Date through the Termination Date; provided, in
--------
each instance, that (i) after giving effect to any such purchase or
redemption Borrower will have at least Fifteen Million Dollars
($15,000,000) of borrowing availability under both the Borrowing Base and
the aggregate Revolving Commitments, and (ii) Borrower's Leverage Ratio at
such time (as evidenced by the Compliance Certificate most recently
delivered as required by subsection 10.1(c)) is less than 2.50 to 1.00,
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provided, however, that if Borrower fails to provide a Compliance
-------- -------
Certificate within the period required by subsection 10.1(c), Borrower's
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Leverage Ratio shall be


FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 2
deemed to exceed 2.50 to 1.00 until a Compliance Certificate demonstrating
that such Leverage Ratio is less than 2.50 to 1.00 is delivered to the
Administrative Agent.


1.4 Amendment to Section 12.2. Section 12.2 of the Credit Agreement is
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hereby amended and restated to read in its entirety as follows:


Section 12.2 Maximum Total Leverage Ratio. Borrower shall not permit
------------ ----------------------------
its Leverage Ratio at the end of any Fiscal Quarter to exceed (i) 3.95 to
1.00 for its Fiscal Quarter ending September 25, 1999; (ii) 3.00 to 1.00
for its Fiscal Quarter ending December 25, 1999; (iii) 3.25 to 1.00 for its
Fiscal Quarter ending March 25, 2000; (iv) 3.5 to 1.00 for its Fiscal
Quarter ending June 24, 2000; (v) 3.00 to 1.00 for its Fiscal Quarter
ending September 30, 2000; or (vi) 2.50 to 1.00 for its Fiscal Quarter
ending December 28, 2000, or any Fiscal Quarter thereafter. Further, for
any period that Borrower's Leverage Ratio equals or exceeds 3.00 to 1.00,
Borrower shall pledge to the Administrative Agent as security for the
Obligations, pursuant to agreements in form and substance satisfactory to
the Administrative Agent, an amount in immediately available funds equal to
the amount by which the Outstanding Revolving Credit of all of the Lenders
exceeds an amount equal to (i) the Borrowing Base (calculated as if the
advance rate for Eligible Receivables were 80% rather than 85%) minus (ii)
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the outstanding principal amount of the Term Loan, such funds to be held in
a cash collateral account by the Administrative Agent without any right of
withdrawal by Borrower unless and until Borrower's Leverage Ratio is less
than 3.00 to 1.00.


1.5 Amendment to Section 12.3. Section 12.3 of the Credit Agreement is
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hereby amended and restated to read in its entirety as follows:


Section 12.3 Minimum Fixed Charge Coverage Ratio. As of the end of
------------ -----------------------------------
each Fiscal Quarter, Borrower shall not permit the ratio of (a) its EBITDAR
for the four (4) Fiscal Quarter period then ending to (b) the sum of (i)
Interest Expense during such period and (ii) Rental Expense paid during
such period to be less than (i) 1.50 to 1.00 for the four (4) Fiscal
Quarter period ending September 25, 1999; ( ...