Resources Connection, Inc 8-K, filed May 26, 2021
Resources Connection, Inc. (RGP)
8-K
2021-05-26
For: 2021-05-25
View Original
Added on
April 07, 2026
About this 8-K
Resources Connection, Inc filed this 8-K on May 26, 2021, reporting on events of May 25, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 25, 2021
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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(Address of Principal Executive Offices) (Zip Code)
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Registrant’s Telephone Number, Including Area Code: (714 ) 430-6400
(Former Name or Former Address, if Changed Since Last Report)
__________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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(Nasdaq Global Select Market)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 25, 2021, Resources Connection, Inc. (the “Company”), Resources Connection LLC, a Delaware limited liability company, certain domestic
subsidiaries of the Company as guarantors and certain other parties entered into that certain Sixth Amendment to Credit Agreement (the “Sixth Amendment”), which amended the Credit Agreement, dated as of October 17, 2016 (as amended, the “Credit
Agreement”). The Sixth Amendment, among other things, (1) revises Consolidated EBITDA (as defined in the Credit Agreement) to include addbacks for certain non-recurring restructuring costs, (2) includes customary provisions relating to the
transition from LIBOR as the benchmark interest rate under the Credit Agreement, including providing for a Benchmark Replacement (as defined in the Credit Agreement) to replace LIBOR and (3) decreases the interest rate floor from 0.25% to 0%.
The above description of the changes under the Credit Agreement is qualified in its entirety by reference to the text of the Sixth Amendment, which is
filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (c) Exhibits | ||
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: May 26, 2021
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RESOURCES CONNECTION, INC.
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By:
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/s/ Kate W. Duchene
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Kate W. Duchene
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President and Chief Executive Officer
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Exhibit 10.1
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EXECUTION VERSION
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SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”),
dated as of May 25, 2021 (the “Sixth Amendment Effective Date”), is entered into among RESOURCES CONNECTION, INC., a Delaware corporation (“RCI”), RESOURCES CONNECTION LLC, a Delaware limited liability company (“RCL”;
RCL, together with RCI, the “Borrowers”), the Guarantors party hereto, and BANK OF AMERICA, N.A., as Lender (the “Lender”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
RECITALS
WHEREAS, the Borrowers, the Guarantors party thereto, and the Lender have entered into that certain Credit Agreement, dated as of
October 17, 2016 (as amended by that certain First Amendment to Credit Agreement and Amendment to Security and Pledge Agreement dated as of November 27, 2016, as further amended by that certain Second Amendment to Credit Agreement dated as of
February 21, 2017, as further amended by that certain Third Amendment to Credit Agreement and Consent dated as of August 25, 2017, as further amended by that certain Fourth Amendment to Credit Agreement and Amendment to Security and Pledge Agreement
dated as of May 28, 2018, as further amended by that certain Fifth Amendment to Credit Agreement dated as of September 3, 2020, and as further amended, amended and restated, modified, extended, restated, replaced or supplemented from time to time,
the “Credit Agreement”);
WHEREAS, the Borrowers and the Guarantors have requested that the Lender amend the Credit Agreement as set forth below; and
WHEREAS, the Lender is willing to amend the Credit Agreement, subject to the terms and conditions specified in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments to Credit Agreement.
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(a)
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The definition of “Consolidated EBITDA” set forth in Section 1.01 of the Credit Agreement is amended to (i) delete the “and” at
the end of clause (a)(x) thereof, (ii) add an “and” at the end of clause (a)(xi) thereof, and (iii) add a new clause (a)(xii) immediately following clause (a)(xi) thereof to read as follows:
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(xii) non-recurring restructuring charges for such period incurred in the fiscal year of RCI ending May 29, 2021 in connection with
European restructuring activities; provided, that, the aggregate
amount added back pursuant to this clause (a)(xii) during the term of this Agreement shall not exceed $6,500,000;
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(b)
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Clause (ii) in the proviso in the definition of “Eurodollar Rate” in Section 1.01 of the Credit Agreement is hereby amended to
read as follows:
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(ii) if the Eurodollar Rate shall be less than 0.00%, such rate shall be deemed 0.00% for purposes of this Agreement.
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(c)
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The following definitions are added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
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“Available Tenor” means,
as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period, or
(b) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.
“Benchmark” means,
initially, LIBOR; provided, that, if a replacement of the
Benchmark has occurred pursuant to Section 3.03(b), then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement
has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.
“Benchmark Replacement”
means:
(a) for purposes of Section 3.03(b)(i), the first alternative set forth below that can be
determined by the Lender:
(i) the sum of (A) Term SOFR, plus (B)(1) 0.11448% (11.448 basis points) for an
Available Tenor of one-month’s duration, (2) 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, (3) 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration, and (4) 0.71513% (71.513 basis points)
for an Available Tenor of twelve-months’ duration; or
(ii) the sum of (A) Daily Simple SOFR, plus (B) 0.11448% (11.448 basis points);
provided, that, if initially LIBOR is replaced with the rate contained in clause (a)(ii) above and
subsequent to such replacement, the Lender determines that Term SOFR has become available and is administratively feasible for the Lender in its sole discretion, and the Lender notifies RCI of such availability, then from and after the beginning of
the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Benchmark Replacement shall be as set forth in clause (a)(i) above; and
(b) for purposes of Section 3.03(b)(ii),the sum of (i) the alternate benchmark rate, plus (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Lender and RCI as the replacement
Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by a Relevant Governmental Body, for Dollar-denominated credit facilities at such time;
provided, that, if any Benchmark Replacement as determined pursuant to clause (a) or clause (b) above would be less than 0.00%, such Benchmark Replacement will be deemed to be 0.00% for the purposes of this Agreement and the other Loan Documents.
Any Benchmark Replacement shall be applied in a manner consistent with market practice; provided, that, to the extent such market practice is not administratively feasible for the Lender, such Benchmark Replacement shall be applied in a manner as otherwise reasonably determined by the Lender.
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“Benchmark Replacement Conforming
Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,”
timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and
other technical, administrative or operational matters) that the Lender decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Lender in a manner
substantially consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of such
Benchmark Replacement exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Transition Event”
means, with respect to any then-current Benchmark other than LIBOR, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark or a Governmental Authority with jurisdiction
over such administrator announcing or stating that all Available Tenors are or will no longer be representative, or made available, or used for determining the interest rate of loans, or shall or will otherwise cease; provided, that, at the time of such statement or publication, there is no successor
administrator that is satisfactory to the Lender that will continue to provide any representative tenors of such Benchmark after such specific date.
“Daily Simple SOFR” with
respect to any applicable determination date means the secured overnight financing rate (“SOFR”) published on such date by the Federal Reserve Bank of New
York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source).
“Early Opt-in Election”
means the occurrence of: (a) a determination by the Lender, or a notification by RCI to the Lender that RCI has made a determination, that Dollar-denominated credit facilities currently being executed, or that include language similar to that
contained in Section 3.03(b), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; and (b)
the joint election by the Lender and RCI to replace LIBOR with a Benchmark Replacement.
“Early Opt-in Effective Date”
means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date of such Early Opt-in Election (or such shorter period of time as may be determined by the Lender in its sole discretion).
“FCA” has the meaning
specified in Section 3.03(b)(i).
“IBA” has the meaning
specified in Section 3.03(b)(i).
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“Other Rate Early Opt-in”
means the Lender and RCI have elected to replace LIBOR with a Benchmark Replacement other than a SOFR-based rate pursuant to (a) an Early Opt-in Election, and (b) Section
3.03(b)(ii) and clause (b) of the definition of “Benchmark Replacement”.
“Relevant Governmental Body”
means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any
successor thereto.
“SOFR” has the meaning
specified in the definition of “Daily Simple SOFR”.
“SOFR Early Opt-in” means
the Lender and RCI have elected to replace LIBOR pursuant to (a) an Early Opt-in Election, and (b) Section 3.03(b)(i) and clause (a) of the definition of “Benchmark Replacement”.
“Term SOFR” means, for the
applicable corresponding tenor (or if any Available Tenor of a Benchmark does not correspond to an Available Tenor for the applicable Benchmark Replacement, the closest corresponding Available Tenor and if such Available Tenor corresponds equally to
two Available Tenors of the applicable Benchmark Replacement, the corresponding tenor of the shorter duration shall be applied), the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
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(d)
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Section 3.03 of the Credit Agreement is amended in its entirety to read as follows:
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3.03 Inability to Determine Rates.
(a) If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, the Lender determines in good faith that (i) Dollar deposits are not
being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (ii)(A) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, and (B) the circumstances described in Section
3.03(b) do not apply, or (iii) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lender of funding such Eurodollar Rate Loan,
then, in any such case, the Lender will promptly so notify RCI. Thereafter, (1) the obligation of the Lender to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods),
and (2) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each
case until the Lender revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or
Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding the foregoing, in the case of such pending request, the Lender, in
consultation with RCI, may establish an alternative interest rate for funding or maintaining Loans in the applicable amount, and with the same Interest Period as the Loan requested to be made, converted or continued, as the case may be in which
case, such alternative rate of interest shall apply with respect to such Loans.
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(b) Notwithstanding anything to the contrary herein or in any other Loan Document:
(i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of
LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month,
2-month, 3-month, 6-month and 12- month Dollar LIBOR tenor settings. On the earliest of (A) the date that all Available Tenors of Dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant
to public statement or publication of information to be no longer representative, (B) June 30, 2023, and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark Replacement will
replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this
Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.
(ii) (A) Upon
(1) the occurrence of a Benchmark Transition Event, or (2) a determination by the Lender that neither of the alternatives under clause (a) of the definition
of “Benchmark Replacement” are available, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting without any amendment to, or further action or
consent of any other party to, this Agreement or any other Loan Document; provided, that, solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the Benchmark Replacement therefor shall be determined in accordance with clause (a) of the definition of “Benchmark Replacement” unless the Lender determines that neither of such alternative rates is available.
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(B) On the Early Opt-in Effective Date in respect of an Other Rate Early Opt-in, the Benchmark Replacement will replace LIBOR for all purposes hereunder and under any Loan Document
in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document.
(iii) At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the
regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and
that representativeness will not be restored, the Borrowers may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until such
Borrower’s receipt of notice from the Lender that a Benchmark Replacement has replaced such Benchmark, and, failing that, such Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate
Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in any determination of Base Rate.
(iv) In connection with the implementation and administration of a Benchmark Replacement, the Lender will have the right to make Benchmark Replacement Conforming Changes from time to
time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to
this Agreement.
(v) The Lender will promptly notify RCI of (A) the implementation of any Benchmark Replacement, and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Any
determination, decision or election that may be made by the Lender pursuant to this Section 3.03(b), including any determination with respect to a tenor,
rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its sole discretion and
without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3.03(b).
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(vi) At any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR), then
the Lender may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings, and (B) the Lender may reinstate any such previously removed tenor for Benchmark (including
Benchmark Replacement) settings.
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(e)
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Exhibit A to the Credit Agreement is amended to incorporate the changes to the definition of “Consolidated EBITDA” set forth
in Section 1(a) on Schedule A attached thereto.
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2. Condition Precedent. This Agreement shall be effective upon receipt by the Lender of
executed counterparts of this Agreement properly executed by a Responsible Officer of each Loan Party and the Lender.
3. Payment of Expenses. The Loan Parties agree to reimburse the Lender for all
reasonable and documented out-of-pocket expenses incurred by the Lender in connection with the preparation, execution and delivery of this Agreement, including the reasonable and documented fees, charges, and disbursements of Moore & Van Allen
PLLC.
4. Miscellaneous.
(a) The obligations of the Loan Parties under the Loan Documents are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This
Agreement shall constitute a Loan Document.
(b) Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents, and (iii) agrees
that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Documents.
(c) Each Loan Party hereby represents and warrants as follows: (i) such Loan Party has taken all necessary corporate or other organizational action to authorize the execution,
delivery and performance of this Agreement; (ii) this Agreement has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity; (iii) no approval, consent, exemption, authorization or other
action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Loan Party of this Agreement; and (iv) the
Persons signing this Agreement as Guarantors include all of the Subsidiaries existing as of the Sixth Amendment Effective Date that are required to become Guarantors pursuant to the Credit Agreement on or prior to the Sixth Amendment Effective
Date, and the legal name and jurisdiction of organization of such Loan Party is, as of the Sixth Amendment Effective Date, as reflected on the signature pages to this Agreement.
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(d) The Loan Parties represent and warrant to the Lender that, after giving effect to this Agreement, (i) the representations and warranties of each Loan Party contained in the
Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (and in all respects if any such representation or warranty is
already qualified by materiality or reference to Material Adverse Effect) on and as of the Sixth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are
true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4(d)(i), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent
deliverables furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively, and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.
(e) Each party hereto acknowledges and agrees to the provisions set forth in Section 3.03(b) of the Credit Agreement (as amended by this Agreement).
(f) This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed
counterpart of this Agreement. Subject to Section 10.17 of the Credit Agreement, this Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including facsimile and .pdf) and shall be considered an
original and shall have the same legal effect, validity and enforceability as a paper record.
(g) If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement
shall not be affected or impaired thereby, and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to
that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
(h) THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING HERETO, AND THE
TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(i) The terms of Sections 10.13 and 10.14 of the Credit Agreement with respect to submission to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by
reference, mutatis mutandis, and the parties hereto agree to such terms.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
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BORROWERS:
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RESOURCES CONNECTION, INC.,
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a Delaware corporation
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By: /s/ Jennifer Ryu
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Name: Jennifer Ryu
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Title: Chief Financial Officer
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RESOURCES CONNECTION LLC,
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a Delaware limited liability company
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By: Resources Connection, Inc., its sole member
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By: /s/ Jennifer Ryu
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Name: Jennifer Ryu
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Title: Chief Financial Officer
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GUARANTORS:
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RESOURCES HEALTHCARE SOLUTIONS LLC,
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a Delaware limited liability company
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By: /s/ Jennifer Ryu
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Name: Jennifer Ryu
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Title: Manager
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RGP PROPERTY LLC,
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a Delaware limited liability company
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By: Resources Connection, Inc., its sole member
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By: /s/ Jennifer Ryu
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Name: Jennifer Ryu
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Title: Chief Financial Officer
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SITRICK GROUP, LLC,
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a Delaware limited liability company
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By: Resources Connection, Inc., its manager
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By: /s/ Jennifer Ryu
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Name: Jennifer Ryu
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Title: Chief Financial Officer
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RESOURCES CONNECTION, INC.
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SIXTH AMENDMENT TO CREDIT AGREEMENT
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VERACITY CONSULTING GROUP, LLC,
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a Virginia limited liability company
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By: Resources Connection, Inc., its sole member
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By: /s/ Jennifer Ryu
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Name: Jennifer Ryu
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Title: Chief Financial Officer
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TASKFORCE – MANAGEMENT ON DEMAND, LLC,
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a Delaware limited liability company
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By: Resources Connection, Inc., its sole member
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By: /s/ Jennifer Ryu
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Name: Jennifer Ryu
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Title: Chief Financial Officer
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RESOURCES CONNECTION, INC.
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SIXTH AMENDMENT TO CREDIT AGREEMENT
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LENDER:
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BANK OF AMERICA, N.A.,
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as Lender
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By: /s/ Angel Sutoyo
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Name: Angel Sutoyo
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Title: Senior Vice President
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RESOURCES CONNECTION, INC.
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SIXTH AMENDMENT TO CREDIT AGREEMENT
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