EXHIBIT 10.15
AMENDMENT
AMENDMENT, dated as of August 7, 1998 (this "Amendment"), to the Credit
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Agreement, dated as of January 28, 1998 (the Credit Agreement"), among NCI
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ACQUISITION CORPORATION, a Delaware corporation ("Holdings"), NATIONWIDE CREDIT,
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INC., a Georgia corporation (the "Borrower"), the several banks and other
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financial institutions or entities from time to time parties to thereto (the
"Lenders"), XXXXXX BROTHERS INC., as advisor and arranger (in such capacity,
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the "Arranger"), XXXXXX COMMERCIAL PAPER INC., as syndication agent (in such
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capacity, the "Syndication Agent"), FLEET CAPITAL CORPORATION, as administrative
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agent (in such capacity, the "Administrative Agent"), and BHF - BANK
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AKTIENGESELLSCHAFT, GRAND CAYMAN BRANCH, as Documentation Agent (in such
capacity, the "Documentation Agent").
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W I T N E S S E T H:
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WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make,
and have made, certain loans and other extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Required Lenders have agreed, to amend certain provisions of the
Credit Agreement as provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used herein
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shall have the meanings given to them in the Credit Agreement.
II. Amendments to Credit Agreement.
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1. Amendment to Section 1.1. Section 1.1 of the Credit Agreement is
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hereby amended by adding the following definition in its proper alphabetical
order:
"Amendment Effective Date": the date of effectiveness of the
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Amendment, dated as of August 7, 1998, to this Agreement.
2. Amendment to Section 2.8. Section 2.8 of the Credit Agreement is
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hereby amended by adding the following sentence at the end of such Section:
"The Revolving Credit Commitments shall be permanently reduced by
$20,000,000 on the Amendment Effective Date."
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3. Amendment to Section 2.10. Sentence 2.10 of the Credit Agreement is
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hereby amended by adding the following paragraph (e) at the end thereof:
"(e) Unless the Required Prepayment Lenders shall otherwise agree, if
on any date consideration shall be paid pursuant to the Acquisition
Documentation in respect of a purchase price adjustment or in lieu thereof,
an amount equal to 75% of such consideration shall be applied on such date
toward the prepayment of the Tranche B Term Loans and the reduction of the
Revolving Credit Commitments as set forth in Section 2.10(d)."
4. Amendments to Section 7.1. Section 7.1 of the Credit Agreement is
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hereby amended by deleting such Section in its entirety and substituting in lieu
thereof the following:
"(a) Minimum Consolidated EBITDA. Permit the Consolidated EBITDA for
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any period of four consecutive fiscal quarters of the Borrower (or, if
less, the number of full fiscal quarters in 1998) ending with any fiscal
quarter set forth below to be less than the amount set forth below opposite
such fiscal quarter:
Fiscal Quarter Minimum Consolidated EBITDA
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June 30, 1998 $ 9,000,000
September 30, 1998 $13,000,000
December 31, 1998 $20,000,000
March 31, 1999 $20,000,000
June 30, 1999 $22,000,000
September 30, 1999 $23,750,000
December 31, 1999 $24,000,000
March 31, 2000 $24,250,000
June 30, 2000 $24,500,000
September 30, 2000 $24,750,000
December 31, 2000 $25,000,000
March 31, 2001 $25,250,000
June 30, 2001 $25,500,000
September 30, 2001 $25,750,000
December 31, 2001 $26,000,000
March 31, 2002 $26,250,000
June 30, 2002 $26,500,000
September 30, 2002 $26,750,000
December 31, 2002 $27,000,000
March 31, 2003 $27,000,000
June 30, 2003 $27,000,000
September 30, 2003 $27,000,000
December 31, 2003 $27,000,000
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(b) Consolidated Total Debt Ratio. Permit the Consolidated Total
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Debt Ratio as at the last day of any period of four consecutive fiscal
quarters of the Borrower (or, if less, the number of full fiscal quarters
in 1998) ending with any fiscal quarter set forth below to exceed the ratio
set forth below opposite such fiscal quarter:
Consolidated
Fiscal Quarter Total Debt Ratio
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June 30, 1998 7.00 to 1.00
September 30, 1998 7.00 to 1.00
December 31, 1998 6.00 to 1.00
March 31, 1999 6.00 to 1.00
June 30, 1999 4.80 to 1.00
September 30, 1999 4.60 to 1.00
December 31, 1999 4.40 to 1.00
March 31, 2000 4.30 to 1.00
June 30, 2000 4.20 to 1.00
September 30, 2000 4.10 to 1.00
December 31, 2000 4.00 to 1.00
Thereafter 4.00 to 1.00
; provided that, if the Borrower shall Repurchase (as defined in Section
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7.9(a)) Senior Notes in an aggregate principal amount of more than
$5,000,000, then as of the last day of each fiscal quarter of the Borrower
after the date of such Repurchase the ratio set forth above under the
heading "Consolidated Total Debt Ratio" shall be deemed to be as follows:
(i) if the aggregate principal amount of Senior Notes Repurchased (on a
cumulative basis from the date hereof) is less than $12,5000,000, 3.83 to
1.00; (ii) if the aggregate principal amount of Senior Notes Repurchased
(on a cumulative basis from the date hereof) is less than $20,000,000, 3.66
to 1.00; and (iii) if the aggregate principal amount of the Senior Notes
Repurchased (on a cumulative basis from the date hereof) is greater than or
equal to $20,000,000, 3.50 to 1.00.
(c) Consolidated Interest Coverage Ratio. Permit the
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Consolidated Interest Coverage Ratio for any period of four consecutive
fiscal quarters of the Borrower (or, if less, the number of full fiscal
quarters in 1998) ending with any fiscal quarter set forth below to be less
than the ratio set forth below opposite such fiscal quarter:
Consolidated Interest
Fiscal Quarter Coverage Ratio
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June 30, 1998 1.50 to 1.00
September 30, 1998 1.45 to 1.00
December 31, 1998 1.60 to 1.00
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March 31, 1999 1.65 to 1.00
June 30, 1999 1.85 to 1.00
September 30, 1999 2.05 to 1.00
December 31, 1999 2.10 to 1.00
March 31, 2000 2.15 to 1.00
June 30, 2000 2.20 to 1.00
September 30, 2000 2.25 to 1.00
December 31, 2000 2.30 to 1.00
March 31, 2001 2.35 to 1.00
June 30, 2001 2.40 to 1.00
September 30, 2001 2.45 to 1.00
December 31, 2001 2.50 to 1.00
Thereafter 2.50 to 1.00"
4. Amendment to Annex A. Annex A to the Credit Agreement is hereby
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amended by deleting such Annex A in its entirety and substituting in lieu
thereof Annex A hereto.
III. Conditions to Effectiveness. This Amendment shall become effective
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on the date (the "Amendment Effective Date") on which (i) the Borrower, the
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Agents and the Required Lenders shall have executed and delivered this Amendment
and (ii) the Borrower shall have paid to Administrative Agent for distribution
to each Lender that executes this Amendment prior to August 7, 1998 an amendment
fee equal to the product of .10% times such Lender's Aggregate Exposure as of
the Amendment Effective Date.
IV. General.
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1. Representation and Warranties. To induce the Agents and the Lenders
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parties hereto to enter into this Amendment, the Borrower hereby represents and
warrants to the Agent and all of the Lenders as of the Amendment Effective Date
that (a) the representations and warranties made by the Loan Parties in the Loan
Documents are true and correct in all material respects on and as of the
Amendment Effective Date, after giving effect to the effectiveness of this
Amendment, as if made on and as of the Amendment Effective Date and (b) no
Default or Event of Default shall have occurred and be continuing.
2. Payment of Expenses. The Borrower agrees to pay or reimburse the
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Agents for all of their out-of-pocket costs and reasonable expenses incurred in
connection with this Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel.
3. No Other Amendments; Confirmation. Except as expressly amended,
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modified and supplemented hereby, the provisions of the Credit Agreement and the
other Loan Documents are and shall remain in full force and effect. This
Amendment shall be a Loan Document.
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4. Governing Law; Counterparts. (a) This Amendment and the rights and
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obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A set
of the copies of this Amendment signed by all the parties shall be lodged with
the Borrower and the Administrative Agent. This Amendment may be delivered by
facsimile transmission of the relevant signature pages hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
NCI ACQUISITION CORPORATION
By:/s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Title:
NATIONWIDE CREDIT, INC.
By:/s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Title:
XXXXXX COMMERCIAL PAPER INC., as
Syndication Agent and as a Lender
By:/s/ XXXXXXX X. X'XXXXX
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Name: Xxxxxxx X. X'Xxxxx
Title: Authorized Signatory
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BHF - BANK AKTIENGESELLSCHAFT,
GRAND CAYMAN BRANCH,
By:/s/ XXXX XXXXX
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Name: Xxxx Xxxxx
Title: VP
By:/s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: AVP
FLEET CAPITAL CORPORATION,
as Administrative Agent and as a Lender
By:/s/ XXXXXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
BALANCED HIGH-YIELD FUND I LTD.
By: BHF - Bank Aktiengesellschaft
acting through its New York Branch
as attorney-in-fact
By:/s/ XXXX XXXXX XXXX XXXXXX
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Name: Xxxx Xxxxx Xxxx Xxxxxx
Title: VP AVP
Annex A
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Pricing Grid
Consolidated Applicable Margin Applicable Margin
Total Debt for Eurodollar Loans for Base Rate Loans
Ratio
Revolving Tranche B Revolving Tranche B Commitment
Credit Term Credit Term Fee
Loans Loans Loans Loans Rate
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Greater than
6.00 to 1.00 2.500% 2.750% 1.500% 1.750% 0.625
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Less than
6.00 to 1.00 2.250% 2.500% 1.250% 1.500% 0.500
but greater than
5.50 to 1.00
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Less than
5.50 to 1.00 2.000% 2.250% 1.000% 1.250% 0.375
but greater than
5.00 to 1.00
Less than
5.00 to 1.00 1.875% 2.125% 0.875% 1.125% 0.375
but greater than
4.50 to 1.00
Less than
4.50 to 1.00 1.625% 2.000% 0.625% 1.000% 0.375
but greater than
4.00 to 1.00
Less than
4.00 to 1.00 1.500% 1.875% 0.500% 0.875% 0.375
but greater than
3.50 to 1.00
Less than
3.50 to 1.00 1.375% 1.750% 0.375% 0.750% 0.250
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Changes in the Applicable Margin with respect to the Revolving Credit Loan and
the Tranche B Term Loans resulting from changes in the Consolidated Total Debt
Ratio shall become effective on the date (the "Adjustment Date") on which
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financial statements are delivered to the Lenders pursuant to Section 6.1 (but
in any event not later than the 45th day after the end of each of the first
three quarterly periods of each fiscal year or the 90th day after the end of
each fiscal year, as the case may be) and shall remain in effect until the next
change to be effected pursuant to this paragraph. If any financial statements
referred to above are not delivered within the time periods specified above,
then, until such financial statements are delivered, the Consolidated Total Debt
Ratio as at the end of the fiscal period that would have been covered thereby
shall for the purposes of this definition be deemed to be greater than 6.00 to
1. In addition, at all times while an Event of Default shall have occurred and
be continuing, the Consolidated Total Debt Ratio shall for the purposes of this
definition be deemed to be greater than 6.00 to 1. Each determination of the
Consolidated Total Debt Ratio pursuant to this definition shall be made with
respect to the period of four consecutive fiscal quarters of the Borrower ending
at the end of the period covered by the relevant financial statements.
