PROFIT RECOVERY GROUP INTERNATIONAL INC
SEVENTH AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g65010ex10-1.txt
<DESCRIPTION>SEVENTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 10.1

                              SEVENTH AMENDMENT TO
                                CREDIT AGREEMENT


         THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of June 15, 2000, is by and among THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.,
a Georgia corporation (the "Borrower"), certain Subsidiaries of the Borrower
(each a "Subsidiary Guarantor", and collectively, the "Subsidiary Guarantors"),
the Lenders identified on the signature pages hereto (the "Lenders") and BANK OF
AMERICA, N.A., formerly NationsBank, N.A., as Agent for the Lenders (the
"Agent"). 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).

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders and the
Agent entered into that certain Credit Agreement dated as of July 29, 1998 (as
amended or modified from time to time, the "Credit Agreement");

         WHEREAS, the parties hereto have agreed to amend the Credit Agreement
as set forth herein;

         NOW, THEREFORE, in consideration of the agreements contained herein and
other good and valuable consideration, the parties hereby agree as follows:

         1.       New Definitions.

                  (a)      A definition of "Adjusted Leverage Ratio" is hereby
         added to Section 1.1 of the Credit Agreement and shall read as follows:

                           "Adjusted Leverage Ratio" means, with respect to the
                  Consolidated Parties on a consolidated basis for the twelve
                  month period ending on the last day of any fiscal quarter, the
                  ratio of (a) Funded Indebtedness of the Consolidated Parties
                  on a consolidated basis on the last day of such period minus
                  the aggregate outstanding Attributed Principal Amount of all
                  Securitization Transactions of the Consolidated Parties on a
                  consolidated basis on the last day of such period to (b)
                  Consolidated EBITDA for such period.

                  (b)      A definition of "Attributed Principal Amount" is
         hereby added to Section 1.1 of the Credit Agreement and shall read as
         follows:

                           "Attributed Principal Amount" means, on any day, with
                  respect to any Securitization Transaction entered into by a
                  Consolidated Party, the aggregate amount (the "Initial
                  Securitization Proceeds") paid to, or borrowed by, such
                  Consolidated Party under such Securitization Transaction,
                  minus the aggregate amount collected or received by the
                  applicable Person which provided such financing and applied to
                  the reduction of the Initial Securitization Proceeds under
                  such Securitization Transaction.

                  (c)      A definition of "Receivables" is hereby added to
         Section 1.1 of the Credit Agreement and shall read as follows:

<PAGE>   2

                           "Receivables" means any right of payment from or on
                  behalf of any obligor, whether constituting an account,
                  chattel paper, instrument, general intangible or otherwise,
                  arising from the sale by a Consolidated Party of merchandise
                  or services, and monies due thereunder, security in the
                  merchandise and services financed thereby, records related
                  thereto, and the right to payment of any interest or finance
                  charges and other obligations with respect thereto, proceeds
                  from claims on insurance policies related thereto, any other
                  proceeds related thereto, and any other related rights

                  (d)      A definition of "Securitization Transaction" is
         hereby added to Section 1.1 of the Credit Agreement and shall read as
         follows:

                           "Securitization Transaction" means any financing
                  transaction entered into by a Consolidated Party pursuant to
                  which such Consolidated Party (i) may sell, convey or
                  otherwise transfer to any Person any Receivables or interests
                  therein, or (ii) may grant a security interest in any
                  Receivables or interests therein.

         2.       Amended Definitions.

                  (a)      The definition of "Applicable Percentage" set forth
         in Section 1.1 of the Credit Agreement is hereby amended and restated
         in its entirety to read as follows:

                           "Applicable Percentage" means, for purposes of
                  calculating the applicable interest rate for any day for any
                  Revolving Loan, the applicable rate of the Unused Fee for any
                  day for purposes of Section 3.5(b) and the applicable rate of
                  the Letter of Credit Fee for any day, the appropriate
                  applicable percentage corresponding to the Adjusted Leverage
                  Ratio in effect as of the most recent Calculation Date:

<TABLE>
<CAPTION>
                                                                           APPLICABLE     APPLICABLE
                                                                           PERCENTAGE     PERCENTAGE      APPLICABLE
                                 ADJUSTED                APPLICABLE           FOR             FOR         PERCENTAGE
                   PRICING       LEVERAGE              PERCENTAGE FOR      BASE RATE       LETTER OF      FOR UNUSED
                    LEVEL          RATIO              EURODOLLAR LOANS       LOANS        CREDIT FEES        FEES
                   -------     ------------           ----------------     ----------     -----------     ----------

                   <S>         <C>                    <C>                  <C>            <C>             <C>
                      I        < 1.0 to 1.0                1.00%              0.0%           1.00%          0.25%

                     II        < 1.5 to 1.0                1.25%              0.0%           1.25%          0.25%
                               but > 1.0 to 1.0
                                   -

                     III       < 2.0 to 1.0                1.50%              0.0%           1.50%          0.30%
                               but > 1.5 to 1.0
                                   -


                     IV        < 2.5 to 1.0                1.75%             0.25%           1.75%          0.375%
                               but > 2.0 to 1.0
                                   -

                      V        > 2.5 to 1.0                2.25%             0.75%           2.25%          0.50%
                               -
</TABLE>

                  The Applicable Percentages shall be determined and adjusted
                  quarterly on the date (each a "Calculation Date") five
                  Business Days after the date by which the Borrower is required
                  to provide the officer's certificate in accordance with the
                  provisions of Section 7.1(c) for the most recently ended
                  fiscal quarter of the Consolidated Parties; provided, however,
                  if the Borrower fails to provide the officer's certificate to
                  the Agency Services


                                       2
<PAGE>   3

                  Address as required by Section 7.1(c) for the last day of the
                  most recently ended fiscal quarter of the Consolidated Parties
                  preceding the applicable Calculation Date, the Applicable
                  Percentage from such Calculation Date shall be based on
                  Pricing Level V until such time as an appropriate officer's
                  certificate is provided, whereupon the Applicable Percentage
                  shall be determined by the Leverage Ratio as of the last day
                  of the most recently ended fiscal quarter of the Consolidated
                  Parties preceding such Calculation Date. Each Applicable
                  Percentage shall be effective from one Calculation Date until
                  the next Calculation Date. Any adjustment in the Applicable
                  Percentages shall be applicable to all existing Loans as well
                  as any new Loans made or issued.

                  (b)      The definition of "Consolidated Interest Expense" set
         forth in Section 1.1 of the Credit Agreement is hereby amended and
         restated in its entirety to read as follows:

                           "Consolidated Interest Expense" means, for any
                  period, interest expense (including the amortization of debt
                  discount and premium, the interest component under Capital
                  Leases and the implied interest component under Securitization
                  Transactions) of the Consolidated Parties on a consolidated
                  basis for such period, as determined in accordance with GAAP.

                  (c)      A new clause (m) is hereby added to the definition of
         "Indebtedness" set forth in Section 1.1 of the Credit Agreement and
         shall read as follows:

                           and (m) the outstanding Attributed Principal Amount
                  under any Securitization Transaction.

                  (d)      The definition of "Fixed Charge Coverage Ratio" set
         forth in Section 1.1 of the Credit Agreement is hereby amended and
         restated in its entirety to read as follows:

                           "Fixed Charge Coverage Ratio" means, as of the end of
                  each fiscal quarter of the Consolidated Parties for the twelve
                  month period ending on such date, the ratio of (a) the sum of
                  (i) Consolidated EBIT for the applicable period plus (ii)
                  Consolidated Rental Expense for the applicable period plus
                  (iii) any amortization of intangible assets for the applicable
                  period to (b) the sum of (i) Consolidated Interest Expense for
                  the applicable period plus (ii) Consolidated Rental Expense
                  for the applicable period plus (iii) all costs (other than the
                  implied interest component under the Securitization
                  Transactions) incurred by the Consolidated Parties during the
                  applicable period in connection with all Securitization
                  Transactions.

                  (e)      A new clause (xii) is hereby added to the definition
         of "Permitted Liens" set forth in Section 1.1 of the Credit Agreement
         and shall read as follows:

                           (xii)    Liens created or deemed to exist in
                  connection with any Securitization Transaction permitted under
                  Section 8.1(i), but only to the extent that any such Lien
                  relates to the applicable Receivables actually sold,
                  contributed or otherwise conveyed pursuant to such
                  Securitization Transaction.

         3.       Leverage Ratio. Section 7.11(ii) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:


                                       3
<PAGE>   4

                  (ii)     Leverage Ratio. The Leverage Ratio, as of the last
         day of each fiscal quarter of the Consolidated Parties, shall be less
         than or equal to 3.0 to 1.0.

         4.       Indebtedness. A new clause (i) is hereby added to Section 8.1
of the Credit Agreement and shall read as follows:

                  (i)      Indebtedness and obligations of the Consolidated
         Parties (whether recourse or nonrecourse) in connection with
         Securitization Transactions; provided that (i) prior to December 31,
         2000, the Attributed Principal Amount for all such Securitization
         Transactions entered into by the Consolidated Parties shall not exceed
         $50,000,000 in the aggregate and (ii) beginning on January 1, 2001, for
         each fiscal year thereafter, the Consolidated Parties may enter into
         additional Securitization Transactions so long as the aggregate
         Attributed Principal Amount for all such Securitization Transactions
         occurring during such fiscal year shall not exceed an amount equal to
         15% of the Total Assets of the Consolidated Parties as of the last day
         of the fiscal year most recently ended prior to the beginning of such
         fiscal year; provided, further, however, that after January 1, 2001,
         the aggregate Attributed Principal Amount for all such Securitization
         Transactions of the Consolidated Parties shall not exceed $100,000,000
         in the aggregate.

         5.       Asset Dispositions. Section 8.5 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:

                  8.5      Asset Dispositions.

                  The Credit Parties will not permit any Consolidated Party to
         make any Asset Disposition (including, without limitation, any Sale and
         Leaseback Transaction) other than (i) the sale of inventory in the
         ordinary course of business for fair consideration, (ii) the sale or
         disposition of machinery and equipment no longer used or useful in the
         conduct of such Person's business, (iii) the sale of accounts
         receivable to the Factor pursuant to the Factoring Agreement, (iv) the
         sale of accounts receivable pursuant to any Securitization Transaction
         permitted by Section 8.1(i) and (v) other sales of assets during any
         fiscal year having an aggregate fair market value of less than an
         amount equal to 10% of Total Assets of the Consolidated Parties.

         6.       Restricted Payments. Section 8.7 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:

                  8.7      Restricted Payments.

                  The Credit Parties will not permit any Consolidated Party to,
         directly or indirectly, declare, order, make or set apart any sum for
         or pay any Restricted Payment, except (a) to make dividends payable
         solely in the same class of Capital Stock of such Person, (b) to make
         dividends or other distributions payable to the Borrower (directly or
         indirectly through Subsidiaries), (c) the redemption of Capital Stock
         of the Borrower from any officer or director of the Borrower or any of
         its Subsidiaries provided that the aggregate price paid for all such
         shares purchased during the term of this Credit Agreement shall not
         exceed $250,000 and (d) so long as no Default or Event of Default
         exists prior to and after giving effect to such transaction, the
         Borrower may repurchase shares of its Capital Stock in an amount not to
         exceed during the term of this Credit Agreement an aggregate amount
         equal to $50,000,000.


                                       4
<PAGE>   5

         7.       Conditions Precedent. The effectiveness of this Amendment is
subject to satisfaction of each of the following conditions:

                  (a)      The Agent shall have received counterparts of this
         Amendment, duly executed by the Borrower, the Subsidiary Guarantors,
         the Agent and the Required Lenders.

                  (b)      The Borrower shall pay to the Agent, for the account
         of each Lender who executes this Amendment on or before June 15, 2000,
         an amendment fee equal to 0.25% of such Lender's Revolving Commitment.

                  (c)      The Agent shall have received a legal opinion from
         counsel to the Credit Parties in form and substance satisfactory to the
         Agent.

         8.       Miscellaneous.

                  (a)      The term "Credit Agreement" as used in each of the
         Credit Documents shall hereafter mean the Credit Agreement as amended
         by this Amendment. Except as herein specifically agreed, the Credit
         Agreement, and the obligations of the Credit Parties thereunder and
         under the other Credit Documents, are hereby ratified and confirmed and
         shall remain in full force and effect according to their terms.

                  (b)      The Credit Parties acknowledge and confirm (i) that
         the Agent, on behalf of the Lenders, has a valid and enforceable first
         priority security interest in the Collateral, (ii) that the Borrower's
         obligation to repay the outstanding principal amount of the Loans and
         reimburse the Issuing Lender for any drawing on a Letter of Credit is
         unconditional and not subject to any offsets, defenses or
         counterclaims, (iii) that the Agent and the Lenders have performed
         fully all of their respective obligations under the Credit Agreement
         and the other Credit Documents, and (iv) by entering into this
         Amendment, the Lenders do not waive or release any term or condition of
         the Credit Agreement or any of the other Credit Documents or any of
         their rights or remedies under such Credit Documents or applicable law
         or any of the obligations of any Credit Party thereunder.

                  (c)      The Credit Parties represent and warrant to the
         Lenders that (i) the representations and warranties of the Credit
         Parties set forth in Section 6 of the Credit Agreement are true and
         correct as of the date hereof, (ii) no event has occurred and is
         continuing which constitutes a Default or an Event of Default and (iii)
         no Credit Party has any counterclaims, offsets, credits or defenses to
         the Credit Documents and the performance of its obligations thereunder,
         or if any Credit Party has any such claims, counterclaims, offsets,
         credits or defenses to the Credit Documents or any transaction related
         to the Credit Documents, same are hereby waived, relinquished and
         released in consideration of the Lenders' execution and delivery of
         this Amendment.

                  (d)      This Amendment may be executed in any number of
         counterparts, each of which when so executed and delivered shall be an
         original, but all of which shall constitute one and the same
         instrument. It shall not be necessary in making proof of this Amendment
         to produce or account for more than one such counterpart.

                  (e)      This Amendment shall be governed by and construed in
         accordance with, the laws of the State of Georgia.


                                       5
<PAGE>   6

                  (f)      This Amendment shall be binding upon and inure to the
         benefit of the parties hereto and their respective successors and
         assigns.

                  (g)      The Borrower and the Guarantors, as applicable,
         affirm the liens and security interests created and granted in the
         Credit Agreement and the Credit Documents and agree that this Amendment
         shall in no manner adversely affect or impair such liens and security
         interests.

                  (h)      Each Credit Party hereby represents and warrants as
         follows:

                           (i)      Each Credit Party has taken all necessary
                  action to authorize the execution, delivery and performance of
                  this Amendment.

                           (ii)     This Amendment has been duly executed and
                  delivered by the Credit Parties and constitutes each of the
                  Credit Parties' legal, valid and binding obligations,
                  enforceable in accordance with its terms, except as such
                  enforceability may be subject to (i) bankruptcy, insolvency,
                  reorganization, fraudulent conveyance or transfer, moratorium
                  or similar laws affecting creditors' rights generally and (ii)
                  general principles of equity (regardless of whether such
                  enforceability is considered in a proceeding at law or in
                  equity).

                           (iii)    No consent, approval, authorization or order
                  of, or filing, registration or qualification with, any court
                  or governmental authority or third party is required in
                  connection with the execution, delivery or performance by any
                  Credit Party of this Amendment.

                  (i)      The Guarantors (i) acknowledge and consent to all of
         the terms and conditions of this Amendment, (ii) affirm all of their
         obligations under the Credit Documents and (iii) agree that this
         Amendment and all documents executed in connection herewith do not
         operate to reduce or discharge the Guarantors' obligations under the
         Amended Credit Agreement or the other Credit Documents.

                  (j)      This Amendment together with the other Credit
         Documents represent the entire agreement of the parties and supersedes
         all prior agreements and understandings, oral or written if any,
         relating to the Credit Documents or the transactions contemplated
         herein and therein.


            [The remainder of this page is intentionally left blank.]


                                       6
<PAGE>   7

         Each of the parties hereto has caused a counterpart of this Amendment
to be duly executed and delivered as of the date first above written.

BORROWER:                          THE PROFIT RECOVERY GROUP
                                   INTERNATIONAL, INC., a Georgia corporation


                                   By:   /s/ SCOTT COLABUONO
                                       ----------------------------------------
                                   Name:  Scott Colabuono
                                   Title: Executive Vice President and C.F.O.


SUBSIDIARY
GUARANTORS:                        PRGFS, INC.
                                   PRGLS, INC.
                                   PRGRS, INC., each a Delaware corporation


                                   By:   /s/ SCOTT COLABUONO
                                       ----------------------------------------
                                   Name:  Scott Colabuono
                                   Title: Executive Vice President and C.F.O.

<PAGE>   8

SUBSIDIARY
GUARANTORS:                        THE PROFIT RECOVERY GROUP
                                       INTERNATIONAL I, INC.
                                   THE PROFIT RECOVERY GROUP U.K., INC.
                                   THE PROFIT RECOVERY GROUP ASIA,
                                       INC.
                                   THE PROFIT RECOVERY GROUP CANADA,
                                       INC.
                                   THE PROFIT RECOVERY GROUP NEW
                                       ZEALAND, INC.
                                   THE PROFIT RECOVERY GROUP
                                       NETHERLANDS, INC.
                                   THE PROFIT RECOVERY GROUP BELGIUM,
                                       INC.
                                   THE PROFIT RECOVERY GROUP MEXICO,
                                       INC.
                                   THE PROFIT RECOVERY GROUP FRANCE,
                                       INC.
                                   THE PROFIT RECOVERY GROUP
                                       AUSTRALIA, INC.
                                   THE PROFIT RECOVERY GROUP
                                       GERMANY, INC.
                                   PRG INTERNATIONAL HOLDING
                                       COMPANY, INC.
                                   THE PROFIT RECOVERY GROUP
                                       SWITZERLAND, INC.
                                   THE PROFIT RECOVERY GROUP SOUTH
                                       AFRICA, INC.,
                                   THE PROFIT RECOVERY GROUP
                                       SPAIN, INC.
                                   THE PROFIT RECOVERY GROUP
                                       ITALY, INC.,
                                   PAYMENT TECHNOLOGIES, INC., each a
                                   Georgia corporation


                                   By:  /s/ SCOTT COLABUONO
                                      -----------------------------------------
                                   Name:  Scott Colabuono
                                   Title: Executive Vice President and C.F.O.

<PAGE>   9

AGENT:                             BANK OF AMERICA, N.A.,
                                   (formerly NationsBank, N.A.),
                                   individually in its capacity as a
                                   Lender and in its capacity as Agent

                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------


LENDERS:                           UNION BANK OF CALIFORNIA, N.A.
-------


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------

                                   FIRST UNION NATIONAL BANK


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------

                                   WACHOVIA BANK, N.A.


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------

                                   FLEET NATIONAL BANK


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------

                                   CREDIT LYONNAIS NEW YORK BRANCH


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------


<PAGE>   10

                                   SUNTRUST BANK, ATLANTA


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------

                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------

                                   PNC BANK, NATIONAL ASSOCIATION


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------

                                   CREDIT AGRICOLE INDOSUEZ


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------

                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------

                                   LASALLE BANK NATIONAL ASSOCIATION


                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------

</TEXT>
</DOCUMENT>
