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EXHIBIT 10.3
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Third
Amendment") is entered into effective as of June 30, 1999 by PRECISION RESPONSE
CORPORATION (as "Borrower"), and BANK OF AMERICA, N.A., d/b/a NATIONSBANK, N.A.,
successor to NATIONSBANK, N.A., as a Bank and as an Agent under that certain
Credit Agreement dated March 2, 1998 ("NationsBank").
W I T N E S S E T H:
WHEREAS, that certain Revolving Credit Agreement (the "Credit
Agreement") was executed as of March 2, 1998 by Borrower and NationsBank; and
WHEREAS, the Credit Agreement was modified by First Amendment dated as
of June 30, 1998 and by Second Amendment dated as of September 30, 1998; and
WHEREAS, the parties desire to further modify the Credit Agreement as
set forth herein.
NOW THEREFORE, for good and valuable considerations, the receipt of
which is hereby acknowledged, the parties do hereby modify the Credit Agreement
as follows:
1. COMMITMENT AMOUNT. The Amount of Commitment by NationsBank is hereby
increased from $25,000,000.00 to $35,000,000.00 for the period of time between
the date of this Third Amendment and January 31, 2000, subject to compliance by
Borrower with all terms and conditions of the Credit Agreement and subject to
the Borrowing Base limitations as to available advances under the Loan.
Effective as of February 1, 2000, the Amount of Commitment by NationsBank shall
revert to $25,000,000.
2. DEFINITIONS.
a. Commencing as of October 1, 1999, and at all times
thereafter, the definitions of "EBIT" and "EBITDA" in Section 1.01 are hereby
modified in their entirety to read as follows:
"EBIT" means, for any Four-Quarter Period ending on the date
of computation thereof, the sum of, without duplication, (i)
net income, (ii) interest expense, (iii) taxes on income of
the Borrower, and (iv) any extraordinary loss in such period
minus (v) any extraordinary gain in such period, all
determined on a consolidated basis in accordance with
Generally Accepted Accounting Principles applied on a
Consistent Basis.
"EBITDA" means, for any Four-Quarter Period ending on the date
of computation thereof, the sum of, without duplication, (i)
net income, (ii) interest expense, (iii) income tax expense of
the Borrower, (iv) amortization expense of the Borrower, (v)
depreciation of the Borrower and its Subsidiaries, and (vi)
any extraordinary loss in such period minus
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(vii) any extraordinary gain in such period, all determined on
a consolidated basis in accordance with Generally Accepted
Accounting Principles applied on a Consistent Basis.
b. The definition of "Material Subsidiaries" in Section 1.01
is hereby modified in its entirety to read as follows:
"MATERIAL SUBSIDIARIES" means, collectively, Precision Relay
Services, Inc., a Florida corporation, Precision Response of
Colorado, Inc., a Delaware corporation, Precision Response of
North America, Inc., a Delaware corporation, XXXXXXXXXX.XXX,
Inc., a Delaware corporation, and any other Subsidiary
acquired or created after the Agreement Date.
3. NEGATIVE COVENANTS. Sections 6.03 and 6.04 are hereby modified in
their entirety to read as follows:
6.03 FIXED CHARGE COVERAGE RATIO. Permit the ratio of (a) the
sum of EBITDA for any Four-Quarter Period plus Rents Expense
for such Four- Quarter Period to (b) the sum of interest
expense for such Four-Quarter Period plus Rents Expense for
such Four-Quarter Period plus income tax expense for such
Four-Quarter Period plus 20% of Funded Debt (but excluding the
Xxxxxxx Debt) outstanding as of the last day of the applicable
Four-Quarter Period plus the current maturities of the Xxxxxxx
Debt to be less than 1.80 to 1.00 as of the last day of each
Four-Quarter Period.
6.04 CAPITAL EXPENDITURES. Make or become committed to make
Capital Expenditures which exceed in the aggregate (on a
noncumulative basis, with the effect that amounts not expended
in any Fiscal Year may not be carried forward to a subsequent
period) Thirty Million Dollars ($30,000,000) in any Fiscal
Year.
4. VISITS AND INSPECTIONS. The following provision is hereby added at
the end of Section 7.03(b):
The inspections by Agent provided for in this Section 7.03(b)
shall include an annual field audit to be performed by Agent
at Borrower's expense at such time(s) as Agent shall select.
5. REAFFIRMATION. Except as expressly modified herein, the Credit
Agreement, as previously amended, is hereby reaffirmed in its entirety.
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PRECISION RESPONSE CORPORATION,
as the Borrower
By: /s/ Xxxxxx X. Xxxxxx
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Name: XXXXXX X. XXXXXX
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Title: V.P. AND TREASURER
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BANK OF AMERICA, N.A., d/b/a NATIONSBANK,
N.A., successor to NATIONSBANK, N.A., as Agent
and as a Bank under the Credit Agreement
By: /s/ Xxxx X. Xxxxxx
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Name: XXXX X. XXXXXX
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Title: OFFICER
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STATE OF NORTH CAROLINA )
) SS.
COUNTY OF COLDWELL )
The foregoing instrument was acknowledged before me this 30th day of
July, 1999 by XXXXXX X. XXXXXX, as VICE PRESIDENT + TREASURER of PRECISION
RESPONSE CORPORATION, a Florida corporation, who [ ] is personally known to me
or [x] has produced D.R. LIC. #G420-485-57-098-0 (FLORIDA) as identification.
(Seal)
/s/ XXXXX X. XXXXX
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Notary Public
Print Name: Xxxxx X. Xxxxx
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My commission expires: 3/16/2004
STATE OF NORTH CAROLINA )
) SS.
COUNTY OF COLDWELL )
The foregoing instrument was acknowledged before me this 30th day of
July, 1999 by XXXX X. XXXXXX, as OFFICER of BANK OF AMERICA, N.A., d/b/a
NATIONSBANK, N.A., successor to NATIONSBANK, N.A., who [ ] is personally known
to me or [x] has produced N.C. D.L. # 23817436
as identification.
(Seal)
/s/ XXXXX X. XXXXX
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Notary Public
Print Name: Xxxxx X. Xxxxx
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My commission expires: 3/16/2004
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