Amended And Restated Credit Agreement

Exhibit 10.3


THIRD AMENDMENT TO AND LIMITED WAIVER OF THE
--------------------------------------------
AMENDED AND RESTATED CREDIT AGREEMENT
-------------------------------------


THIS THIRD AMENDMENT TO AND LIMITED WAIVER OF THE AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated effective as of July 14, 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 and the Lenders have agreed to a limited waiver of 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


Third Amendment
---------------


Section 2.1 Amendment to Definition of Revolving Commitment. The
----------------------------------------------- definition of "Revolving Commitment" appearing in Section 1.1 of the Credit
----------- Agreement is hereby amended and restated to read in its entirety as follows:


"Revolving Commitment" means, as to each Lender, the obligation of
--------------------
such Lender to make advances of funds and purchase participation interests
in (or with respect to the Fronting Bank as a Lender, hold other interests
in) Letters of Credit in an aggregate principal amount at any one time
outstanding up to but not exceeding the amount set forth opposite the name
of such Lender on Schedule 1.1 (or if applicable, the most recent
------------
Assignment and Acceptance executed by it)


1


under the heading "Revolving Commitment", as the same may be reduced or
terminated pursuant to Section 2.6, Section 5.4, or Section 13.2. The
----------- ----------- ------------
aggregate amount of all the Revolving Commitment as of the effective date
of the Third Amendment to and Limited Waiver of this Agreement equals
Seventy Million Dollars ($70,000,000).


Section 2.2 Amendment to Schedule 1.1. Schedule 1.1 of the Credit
------------------------- ------------ Agreement is hereby amended and restated to read in its entirety set forth on Exhibit "A" to this Amendment. -----------


Section 2.3 Amendment to Section 2.7(b). The first clause of the third
--------------------------- sentence of Section 2.7(b) is hereby amended and restated to read in its entirety as follows:


"Each Letter of Credit issued on or after July 14, 2000,
shall have an expiration date that does not extend beyond
November 30, 2000,".


Section 2.4 Amendment to Section 11.3. Section 11.3 of the Credit
------------------------- ------------ Agreement is hereby amended and restated by adding the word "and" after the semicolon at the end of clause (ii), deleting clause (iii) in its entirety and
----------- ------------ changing the number of clause (iv) to "(iii)".
-----------


Section 2.5 Amendment to Section 11.4. Section 11.4 of the Credit
------------------------- ------------ Agreement is hereby amended and restated by adding the word "and" after the semicolon at the end of clause (i), deleting the word "and" at the end of clause
---------- ------ (ii) and replacing the semicolon at the end of clause (ii) with a period, and ---- ----------- deleting clause (iii) in its entirety.
------------


Section 2.6 Amendment regarding Libor Accounts. Notwithstanding anything
---------------------------------- to the contrary contained in the Credit Agreement (including Section 2.1), as of
----------- the date of this Amendment, the Borrower may not establish Libor Accounts, Continue Libor Accounts or Convert Accounts of any Type into Libor Accounts.


ARTICLE 3


Limited Waiver
--------------


Section 3.1 Waiver. The Administrative Agent and the Required Lenders,
------ subject to the terms and conditions set forth herein, hereby waive and consent, until July 31, 2000, to Borrower's failure to comply with subsection 12.3(ii) of
------------------- the Credit Agreement, and hereby agree to forbear until July 31, 2000, from exercising its rights, remedies, powers and privileges arising by reason of Borrower's failure to comply with subsection 12.3(ii) of the Credit Agreement.
------------------- Notwithstanding anything to the contrary in the Credit Agreement, the Lenders hereby agree that failure to comply with subsection 12.3(ii) shall not be a
------------------- Default or Event of Default at any time prior to July 31, 2000.


Section 3.2 Limitation of Waiver. The waiver and forbearance granted in
-------------------- Section 3.1 of this Amendment shall be limited strictly as written and shall not ----------- be deemed to constitute a


2


waiver of, or any consent to noncompliance with, any term or provision of any Loan Document (including strict compliance with subsection 12.3(ii) at all times
------------------- on or after July 31, 2000) except as expressly set forth herein. Further, the waiver and forbearance granted in Section 3.1 of this Amendment shall not
----------- constitute a waiver of any other Default arising as a result of the violation of any other term or provision of any Loan Document, or a waiver of any rights or remedies arising as a result of any such other Defaults.


ARTICLE 4


Conditions Precedent
--------------------


Section 4.1 Conditions. The effectiveness of this Amendment is subject to
---------- the satisfaction of the following conditions precedent:


(a) The representations and warranties contained herein and in all
other Loan Documents, as amended hereby, shall be true and correct in all
material respects as of the date hereof as if made on the date hereof,
except for such representations and warranties limited by their terms to a
specific date;


(b) After giving effect to Article 3 hereof, no Default or Event
---------
of Default shall have occurred and be continuing;


(c) Borrower shall have delivered to the Administrative Agent an
executed original copy of this Amendment;


(d) Borrower shall have paid to the Administrative Agent and each
Lender all fees, costs and expenses owed to and/or incurred by each of the
Administrative Agent and each such Len ...