2nd Amendment To Amended & Restated Credit Agreeme

Exhibit 10.12


SECOND AMENDMENT TO
-------------------
THE AMENDED AND RESTATED CREDIT AGREEMENT
-----------------------------------------


THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated effective as of February 25, 2000, 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
-----------


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


ARTICLE 2


Amendments
----------


Section 1.2 Amendment to Definition of EBITDA. The definition of "EBITDA"
--------------------------------- appearing in Section 1.1 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:


"EBITDA" means, for any period and any Person, the total of the
------
following calculated without duplication for such person on a
consolidated basis for such period: (a) Adjusted Net Income; plus (b)
----
any provision for (or less any benefit from) income or franchise
taxes deducted in determining Adjusted Net Income; plus (c) Interest
----
Expense deducted in determining Adjusted Net Income; plus (d)
----
amortization and depreciation expense deducted in determining
Adjusted Net Income; plus (e) charges actually taken during the
----
fourth Fiscal Quarter of the 1999 Fiscal Year associated with the
write-off of good will not to exceed the amount of Six Million
Dollars ($6,000,000) in such fourth Fiscal Quarter, deducted in
determining Adjusted Net Income; plus (f) transaction costs during
----
any subsequent


Fiscal Quarter associated with acquisitions completed during such
Fiscal Quarter deducted in determining Adjusted Net Income.


Section 1.3 Addition of Business Strategy Group Purchase Agreement
------------------------------------------------------ Definition: Section 1.1 of the Credit Agreement is hereby amended by adding ---------- thereto in proper alphabetical order a definition of "Business Strategy Group Purchase Agreement" to read in its entirety as follows:


"Business Strategy Group Purchase Agreement" means the Stock
------------------------------------------
Purchase Agreement among Renaissance Worldwide Strategy, Inc.,
Renaissance Worldwide, Inc., Rome Acquisition Corp., and Behrman
Capital II, L.P., dated February 29, 2000, a final copy of which as
executed has been delivered to the Administrative Agent.


Section 1.4 Amendment to Section 11.8. Section 11.8 of the Credit
------------------------- Agreement is hereby amended and restated to read in its entirety as follows:


Section 11.8 Disposition of Assets. Except for transactions
---------------------
described on Schedule 11.8 and for transactions permitted by Section
------------- -------
11.3(iv), Borrower will not, and will not permit any other Loan Party
--------
to, sell, lease, assign, transfer, or otherwise voluntarily dispose
of: (a) any of its Receivables; (b) any substantial portion of the
consolidated assets of the Loan Parties; or (c) any other Property,
other than (i) dispositions of Inventory in the ordinary course of
business, (ii) dispositions of Equipment no longer used or useful in
such Person's business, (iii) dispositions of other Equipment to be
replaced (and such Equipment is so replaced) with other functionally
equivalent Equipment within one hundred twenty (120) days of the
disposition thereof, (iv) disposition of Renaissance Worldwide
Strategy, Inc., its Subsidiaries and certain related Property, all as
described in the Business Strategy Group Purchase Agreement, to
Behrman Capital II, L.P., on or prior to March 31, 2000, for Net
Proceeds of no less than Forty-Five Million Dollars ($45,000,000) to
be applied immediately in prepayment of the Loans as provided in
Section 5.4(a)(ii) and (iv), provided that concurrently with such
----------------- ---- -------- ----
mandatory prepayment the remaining principal of and accrued interest
on the Term Loans are prepaid in full and the Revolving Commitment
shall be permanently reduced by an amount equal to any Net Proceeds
from such disposition in excess of Fifty Million Dollars
($50,000,000), (v) the transfer of certain subsidiaries and Property
of Renaissance Worldwide Strategy, Inc. and its Subsidiaries to the
Borrower and to its other Subsidiaries in anticipation of the closing
of the Business Strategy Group Purchase Agreement and (vi) the
disposition of Renaissance Worldwide Professionals, Ltd. (fka James
Duncan Associates) and Renaissance Worldwide A.B. (Sweden).


and, upon a disposition permitted by clause (iv) or clause (v) of such amended and restated Section 11.8, the Administrative Agent shall release its Lien on the Property being disposed of as provided


SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 2


in Section 7.5 of the Credit Agreement, and Renaissance Worldwide Strategy, Inc. shall be released from its Guaranty.


Section 1.5 Amendment to Section 12.2. Section 12.2 of the Credit
------------------------- Agreement is 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
3.00 to 1.00 for its Fiscal Quarter ending December 25, 1999 or 2.50
to 1.00 for its Fiscal Quarter ending March 25, 2000 or any Fiscal
Quarter thereafter.


Section 1.6 Amendment to Section 12.3. Section 12.3 of the Credit
------------------------- Agreement is hereby amended and restated to read in its entirety as follows:


Section 12.3 Maximum Fixed Charge Coverage Ratio. As of the
-----------------------------------
end of each Fiscal Quarter, Borrower shall not permit the ratio of
(a) its EBITDAR to (b) the sum of (x) Interest Expense during the
period specified below and (y) Rental Expense paid during such period
to be less than (i) 1.75 to 1.00 for the four (4) Fiscal Quarter
periods ending December 25, 1999; (ii) 1.75 to 1.00 for the one (1)
Fiscal Quarter period ending March 25, 2000; (iii) 1.75 to 1.00 for
the two (2) Fiscal Quarter periods ending June 24, 2000; (iv) 2.00 to
1.00 for the three (3) Fiscal Quarter periods ending September 30,
2000; or (v) 2.50 to 1.00 for the four (4) Fiscal Quarter period
ending December 28, 2000, or any four (4) Fiscal Quarter period
ending thereafter.


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