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EXHIBIT 4.7
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of March 10, 2000, among CLIENTLOGIC
CORPORATION, a corporation duly organized and validly existing under the laws
of the State of Delaware (f/k/a ClientLogic Holding Corporation) (the
"Company"); each of the Subsidiaries of the Company identified under the
caption "Subsidiary Guarantors" on the signature pages hereto (individually, a
"Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors" and,
collectively with the Company, the "Obligors"); the lender that is a signatory
hereto (the "Lender"); and TORONTO DOMINION (TEXAS), INC., a Delaware
corporation, as agent for the Lender (in such capacity, together with its
successors in such capacity, the "Agent").
The Company, the Subsidiary Guarantors, the Lender and the Agent are
parties to a Credit Agreement dated as of May 25, 1999 (as heretofore modified
and supplemented and in effect on the date hereof, the "Credit Agreement"),
providing, subject to the terms and conditions thereof, for extensions of
credit (by making loans) to be made by said Lender to the Company in an
aggregate principal or face amount not exceeding $60,000,000. The Company, the
Subsidiary Guarantors, the Lender and the Agent wish to amend the Credit
Agreement in certain respects and, accordingly, the parties hereto hereby agree
as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment
No. 3, terms defined in the Credit Agreement are used herein as defined
therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof,
the Credit Agreement shall be amended as follows:
2.01. Definitions -- Section 1.01 of the Credit Agreement shall be
amended by adding the following new definitions (to the extent not currently
included in the Credit Agreement) and inserting the same in the appropriate
alphabetical locations, and by amending the following definitions (to the
extent currently included in the Credit Agreement) as follows:
"Basic Documents" shall mean, collectively, this Agreement,
the Notes, the Security Documents and the Subordination Agreement.
"Equity Issuance" shall mean (a) any issuance or sale by the
Company or any of its Subsidiaries after the Closing Date of (i) any
capital stock, (ii) any Equity Rights (other than Equity Rights issued
to directors, officers or employees of the Company or any of its
Subsidiaries pursuant to employee benefit plans established in the
ordinary course of business and any capital stock of the Company
issued upon the exercise of such Equity Rights) or (iii) any other
security or instrument representing an equity interest (or the right
to obtain any equity interest) in the Company or any of its
Subsidiaries or (b) the
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receipt by the Company or any of its Subsidiaries after the Closing
Date of any capital contribution (whether or not evidenced by any
equity security issued by the recipient of such contribution);
provided that an Equity Issuance shall not include (v) any such
issuance or sale by any Subsidiary of the Company to the Company or
any Wholly Owned Subsidiary of the Company, (w) any capital
contribution by the Company or any Wholly Owned Subsidiary of the
Company to any Subsidiary of the Company, (x) any capital contribution
to the Company or any of its Subsidiaries made for the purpose of
effecting a Permitted Acquisition, (y) any such issuance or sale in
respect of Equity Rights listed on Schedule 8.13, and (z) cash
payments in lieu of issuing fractional shares in an aggregate of
amount not to exceed $25,000.
"Net Available Proceeds" shall mean, with respect to any
Equity Issuance, the aggregate amount of all cash received by the
Company and its Subsidiaries in respect of such Equity Issuance, net
of reasonable expenses incurred by the Company and its Subsidiaries in
connection therewith.
"Subordination Agreement" shall mean a Subordination
Agreement among the holders of the Subordinated Bridge Debt, the
Obligors, the Agent and the agent under the Onex Finance Credit
Agreement, in substantially the form of Exhibit A hereto, as the same
shall be modified and supplemented and in effect from time to time.
"Subordinated Bridge Debt" shall mean Indebtedness in an
aggregate principal amount not to exceed $25,000,000 at any one time
outstanding, with a scheduled maturity no earlier than May 26, 2006.
2.02. Additional Mandatory Prepayment Event -- Section 2.05(a) of the
Credit Agreement shall be amended by retitling the caption to read "(b) Excess
Cash Flow and Equity Issuances."; a "(i)" shall be inserted immediately prior
to the first sentence thereof; and the following new clause (a)(ii) shall be
added thereto:
(ii) On the date that any Equity Issuance shall occur, the
Company shall prepay Loans in an aggregate amount equal to 100% of the
Net Available Proceeds thereof, such prepayment to be applied to the
installments of the Loans in the inverse order of the maturity
thereof."
2.03. Amendment to Negative Pledge -- Section 9.06 of the Credit
Agreement shall be amended by deleting the word "and" at the end of clause (m)
thereof, replacing the period at the end of clause (n) thereof with "; and" and
by adding the following new clause (o):
"(o) Liens securing the Subordinated Bridge Debt, so long as
(a) such Liens are created no earlier than six months after the
incurrence of any Subordinated Bridge Debt, and (b) such Liens are
junior and subordinate to the Liens created pursuant to the Security
Documents."
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2.04. Amendment to Indebtedness Covenant -- Section 9.07 of the Credit
Agreement shall be amended by deleting the word "and" at the end of clause (k)
thereof, replacing the period at the end of clause (l) thereof with a
semi-colon and by adding the following new clauses (m) and (n):
"(m) Subordinated Bridge Debt; and
(n) Indebtedness in an aggregate principal amount not to
exceed Cdn$4,000,000 representing advances made to ClientLogic Canada
Corporation by the Province of New Brunswick (or any agency or
instrumentality of the Province of New Brunswick)."
2.05. Amendment to Minimum Cash Flow Covenant -- Section 9.20 of the
Credit Agreement shall be amended by (a) replacing the figure "$10,000,000"
therein with the figure "$8,000,000" and (b) replacing the figure "$850,000"
therein with the figure "$0."
2.06. Amendment to Schedule 8.13 -- Schedule 8.13 of the Credit
Agreement shall be amended by deleting it in its entirety and replacing same
with Schedule 8.13 hereto.
Section 3. Representations and Warranties. Each of the Obligors
represents and warrants to the Lender that (a) the representations and
warranties set forth in Section 8 of the Credit Agreement are true and complete
on the date hereof as if made on and as of the date hereof and as if each
reference in said Section 8 to "this Agreement" included reference to this
Amendment No. 3 and (b) as of the date hereof, no Default is continuing.
Section 4. Conditions Precedent. As provided in Section 2 above, the
amendments to the Credit Agreement set forth in said Section 2 shall become
effective, as of the date hereof, upon the satisfaction of the following
conditions precedent:
4.01. Execution by All Parties. This Amendment No. 3 shall have been
executed and delivered by each of the parties hereto.
4.02. Subordination Agreement. The Agent and each Lender shall have
received copies of the Subordination Agreement, duly executed and delivered by
the parties thereto.
Section 5. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 3 may be executed in any number of counterparts, all of which taken
together shall constitute one and the same amendatory instrument and any of the
parties hereto may execute this Amendment No. 3 by signing any such
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counterpart. This Amendment No. 3 shall be governed by, and construed in
accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
3 to be duly executed and delivered as of the day and year first above written.
CLIENTLOGIC CORPORATION
By /s/ XXXX X. XXXXXX
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Title:
SUBSIDIARY GUARANTORS
LCS INDUSTRIES, INC.
By /s/ XXXX X. XXXXXX
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Title:
CATALOG LIQUIDATORS, INC.
By /s/ XXXX X. XXXXXX
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Title:
LCS CANADA, INC.
By /s/ XXXX X. XXXXXX
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Title:
CATALOG RESOURCES, INC.
By /s/ XXXX X. XXXXXX
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Title:
SPEC HOLDINGS, INC.
By /s/ XXXX X. XXXXXX
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Title:
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THE SPECIALISTS LTD.
By /s/ XXXX X. XXXXXX
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Title:
COMPUTER MARKETING SYSTEMS INC.
By /s/ XXXX X. XXXXXX
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Title:
CLIENTLOGIC OPERATING CORPORATION
By /s/ XXXX X. XXXXXX
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Title:
CLIENTLOGIC INTERNATIONAL HOLDING, INC.
By /s/ XXXXXX X. XXXXXXXX
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Title:
MARKETVISION, INC.
By /s/ XXXX X. XXXXXX
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Title:
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Lender
ONEX CLIENTLOGIC FINANCE LLC
By /s/ XXXXXX X. XXXXX
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Title:
AGENT
TORONTO DOMINION (TEXAS), INC.,
as Agent
By /s/ XXXXX XXXXXX
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Title:
8
EXHIBIT A
Form of Subordination Agreement
