SECOND AMENDMENT TO AMENDED,
CONSOLIDATED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED, CONSOLIDATED AND RESTATED CREDIT
AGREEMENT (this "Second Amendment") is entered into as of June 30, 1998 among
USCS International, Inc. (the "Borrower"), the lenders listed on the signature
pages hereto (the "Lenders") and NationsBank, N.A. (f/k/a NationsBank of Texas,
N.A.), as administrative agent (the "Agent") for the Lenders. Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
given to them in the Agreement.
RECITALS
WHEREAS, the Borrower, the Agent and the Lenders are parties to that
certain Amended, Consolidated and Restated Credit Agreement dated as of
September 30, 1996 (as amended by that certain First Amendment to Amended,
Consolidated and Restated Credit Agreement dated as of December 9, 1997 and as
further amended, modified, supplemented or restated from time to time, the
"Agreement");
WHEREAS, the Borrower has requested that the Agent and the Lenders agree to
amend the terms of the Agreement as set forth below; and
WHEREAS, the Agent and the Lenders have agreed to such amendment of the
Agreement on the terms and subject to the conditions contained in this Second
Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
I. AMENDMENTS
1.1 Section 6.2(f)(iv) of the Agreement is hereby amended and restated in
its entirety to read as follows:
(iv) INVESTMENTS BY THE BORROWER TO ANY OF ITS SUBSIDIARIES
(OTHER THAN ANY LOAN PARTY) IN THE ORDINARY COURSE OF BUSINESS WHICH DO NOT
EXCEED $3,000,000, IN THE AGGREGATE, AT ANY TIME OUTSTANDING, EXCLUDING,
HOWEVER, FROM SUCH $3,000,000 LIMIT ANY INVESTMENT IN RPA IN CONNECTION
WITH THE EXPANSION OF THE IBS BILLING FACILITY, SUCH INVESTMENT NOT TO
EXCEED, IN THE AGGREGATE, $8,400,000;
1.2 Section 6.2(e) of the Agreement is hereby amended and restated in its
entirety to read as follows:
(e) SALES, ETC. OF ASSETS. SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE OF,
OR PERMIT ANY OF ITS SUBSIDIARIES TO SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE
OF, OR GRANT ANY OPTION OR OTHER RIGHT TO PURCHASE, LEASE OR OTHERWISE ACQUIRE
ANY PROPERTY OF THE BORROWER OR ITS SUBSIDIARIES EXCEPT (i) SALES OF INVENTORY
IN THE ORDINARY COURSE OF ITS BUSINESS, (ii) SALES OF OBSOLETE, WORN OUT OR
MATERIALLY DAMAGED OR REPLACED PROPERTY, (iii) SALES, LEASES, TRANSFERS OR OTHER
DISPOSITIONS OF ASSETS OF CABLELEASE AND RPA IN THE ORDINARY COURSE OF BUSINESS,
(iv) SALES OR TRANSFERS OF ASSETS TO RPA NOT TO EXCEED $8,400,000 IN THE
AGGREGATE AFTER THE CLOSING DATE AND (V) SALES OF OTHER ASSETS IN AN AGGREGATE
AMOUNT NOT TO EXCEED $2,000,000 IN ANY FISCAL YEAR AND NOT TO EXCEED $10,000,000
IN THE AGGREGATE AFTER THE CLOSING DATE.
1.3 All references in the Agreement and the other Loan Documents to
NationsBank of Texas, N.A. shall hereafter refer to NationsBank, N.A.
II. CONDITIONS PRECEDENT
2.1 This Second Amendment shall be effective upon receipt by the Agent of
copies of this Second Amendment duly executed by the Borrower, the Agent and the
Lenders.
III. MISCELLANEOUS
3.1 The term "Agreement" as used in each of the Loan Documents shall
hereafter mean the Agreement as amended by this Second Amendment. Except as
herein specifically agreed, the Agreement is hereby ratified and confirmed and
shall remain in full force and effect according to its terms.
3.2 Each of the Borrower, the Agent and the Lenders represents and
warrants as follows:
(a) It has taken all necessary action to authorize the execution,
delivery and performance of this Second Amendment.
(b) This Second Amendment has been duly executed and delivered by the
undersigned and constitutes the undersigned's 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).
(c) 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 the undersigned of this Second Amendment.
3.3 The Borrower represents and warrants to the Lenders that (a) the
representations and warranties of the Borrower set forth in Article V of the
Agreement are true and correct as of the date hereof and (b) no event has
occurred and is continuing which constitutes a Default or an Event of Default.
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3.4 This Second 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.
3.5 THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Second Amendment to be duly executed and delivered by their proper and duly
authorized officer as of the day and year first above written.
BORROWER:
USCS INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Vice-President, Treasurer
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LENDERS:
NATIONSBANK, N.A.
(f/k/a NationsBank of Texas, N.A.),
individually in its capacity as a Lender
and in its capacity as Agent
By: /s/ Xxxx XxXxxxxx
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Name: Xxxx XxXxxxxx
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Title: Vice-President
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MELLON BANK, N.A.
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
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Title: First Vice-President
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The undersigned acknowledge and consent to the terms of this Second Amendment
and agree that the execution and delivery of this Second Amendment does not
modify, reduce or discharge its obligations under the terms of that certain
Subsidiary Guaranty, dated as of September 30, 1996, executed by the undersigned
in favor of the Agent and the Lender Parties.
INTERNATIONAL BILLING SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Vice-President, Treasurer
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CABLEDATA, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Vice-President, Treasurer
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