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Exhibit 10.34
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Third Amendment to Loan and Security Agreement ("Amendment") is
made and entered into this 12th day of December, 1996, by and between Precision
Response Corporation ("Borrower"), and Xxxxxx Financial, Inc. ("Lender").
W I T N E S S E T H:
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WHEREAS, Lender and Borrower are parties to a certain Loan and Security
Agreement dated May 1, 1996 (as amended, the "Loan Agreement") pursuant to
which Lender has made revolving and certain other financial accommodations
available to Borrower; and
WHEREAS, the parties desire to amend the Loan Agreement as hereinafter
set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. All capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Loan Agreement.
2. AMENDMENTS. (a) Subsection 1.1 of the Loan Agreement is amended
by adding the following new definition, in proper alphabetical order, to said
subsection:
"IPO Proceeds" means the net proceeds from Borrower's initial
public offering of its common stock completed on July 22, 1996
in the amount of $47,461,000.
(c) Subsection 6.5 of the Loan Agreement is amended by deleting the
table contained in said subsection in its entirety and inserting the following
in lieu thereof:
Period Amount
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Fiscal Year ending December 31, 1996 $45,000,000
Fiscal Year ending December 31, 1997 $60,000,000
Each Fiscal Year thereafter $23,000,000
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(d) Subsection 6.6 of the Loan Agreement is amended by deleting the
table contained in said subsection in its entirety and inserting the following
in lieu thereof:
Period Ratio
------ -----
May 1, 1996 through June 30, 1996 .90:1.0
May 1, 1996 through December 31, 1996 1.0:1.0
May 1, 1996 through January 31, 1997 1.0:1.0
May 1, 1996 through February 28, 1997 1.0:1.0
May 1, 1996 through March 31, 1997 1.0:1.0
May 1, 1996 through April 30, 1997 1.0:1.0
May 1, 1996 through May 31, 1997 1.0:1.0
Twelve month period ending June 30,
1997, and for each twelve month
period ending on the last day of
each calendar month thereafter;
provided, however, during the
period commencing August 1, 1996
through and including July 31, 1997,
for purposes of calculating the ratios
set forth above, Borrower shall be per-
mitted to add the IPO Proceeds to
Borrower's EBITDA.
3. RATIFICATION AND REAFFIRMATION. Borrower hereby ratifies and
reaffirms each of the Loan Documents and all of Borrower's covenants, duties,
and liabilities thereunder.
4. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
Lender, to induce Lender into this Amendment, that, except as set forth herein,
no Default or Event of Default exists on the date hereof; the execution,
delivery, and performance of this Amendment has been duly authorized by all
requisite corporate action on the part of Borrower, and this Amendment has been
duly executed and delivered by Borrower; and except as may have been disclosed
in writing by Borrower to Lender prior to the date hereof, all of the
representations and warranties made by Borrower in the Loan Agreement are true
and correct on and as of the date hereof.
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5. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the internal laws of the State of Illinois.
6. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which
taken together shall be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written.
XXXXXX FINANCIAL, INC.,
as Lender
By: /s/ Xxxxxx X. Xxxxxx
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Title: Vice President
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PRECISION RESPONSE CORPORATION,
as Borrower
By: /s/ Xxxx X. X'Xxxx
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Title: Senior Vice President
and Chief Financial Officer
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