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EXHIBIT 10.34
REVOLVING NOTE
$50,000,000.00 December 31, 1999
FOR VALUE RECEIVED, the undersigned PRECISION RESPONSE CORPORATION, a
Florida corporation, (the "Borrower") hereby absolutely and unconditionally
promises to pay to the order of BANK OF AMERICA, N.A., d/b/a NATIONSBANK, N.A.
(the "Bank") at the offices of BANK OF AMERICA, N.A., as Agent for the Banks
(the "Agent") at 100 S.E. 2nd Street, 15th Floor, Miami, Florida 33131 (or such
other place as the Agent may designate in writing):
1. On June 30, 2001, the principal amount of Fifty Million and 00/100
Dollars ($50,000,000.00) or, if less, the aggregate unpaid principal amount of
Loans advanced pursuant to the Credit Agreement, dated as of March 2, 1998, by
and among the Borrower, the Bank, the Agent, and certain other banks or
financial institutions (as amended, modified, supplemented or restated and in
effect from time to time, the "Credit Agreement"); and
2. Interest on the principal balance hereof from time to time
outstanding from the date hereof through and including the date on which such
principal amount is paid in full, at the times and at the rates provided in the
Credit Agreement.
This Note evidences Loans made by the Bank under, and has been issued
by the Borrower in accordance with the terms of, the Credit Agreement and is one
of the Notes referred to therein. The Bank and any holder hereof is entitled to
the benefits of the Credit Agreement (and the Security Documents and Guaranties
referred to therein) and may enforce the agreements of the Borrower contained
therein, and any holder hereof may exercise the remedies provided for thereby or
otherwise available in respect thereof, all in accordance with the terms
thereof. This Note is secured by the Security Agreement described in the Credit
Agreement. All capitalized terms used in this Note and not otherwise defined
herein shall have the same meanings herein as in the Credit Agreement.
The Borrower has the right in certain circumstances and the obligation
under certain other circumstances to repay or prepay the whole or part of the
principal of this Note on the terms and conditions specified in the Credit
Agreement.
If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.
No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Bank or such holder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar or waiver of the same or any other right on
any future occasion.
Except as specifically provided in the Credit Agreement, the Borrower
and every endorser and guarantor of this Note or the obligation represented
hereby waive all requirements of diligence in collection, presentation, demand,
notice, protest, notice of intent to accelerate,
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notice of acceleration, and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Note, assent
to any extension or postponement of the time of payment or any other indulgence,
to any substitution, exchange or release of collateral and to the addition or
release of any other party or person primarily or secondarily liable.
This Note shall be construed in accordance with, and governed by, the
laws of the State of Florida, without regard to any conflicts-of-law rule or
principle that would give effect to the law of any other jurisdiction.
This Note replaces that certain $25,000,000.00 Revolving Note executed
by the Borrower dated March 2, 1998.
THE BORROWER AND (BY ACCEPTANCE HEREOF) THE BANK EACH WAIVE ANY RIGHT
THEY MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING HEREUNDER OR RELATING HERETO.
IN WITNESS WHEREOF, the Borrower has caused this Note to be signed
under seal by its duly authorized officer as of the date first set forth above.
PRECISION RESPONSE CORPORATION
By: /s/ XXXXXX X. XXXXXX
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Name: XXXXXX X. XXXXXX
Title: VP & TREASURER
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