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EXHIBIT 10.5
FIRST AMENDMENT TO CREDIT AGREEMENT
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THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment") is entered
into effective as of the 30th day of June, 1998 by PRECISION RESPONSE
CORPORATION (as "Borrower"), and 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 parties desire to modify the Credit Agreement as set forth
herein.
NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, the parties do hereby modify the Credit Agreement as
follows:
1. A new definition is hereby inserted in Section 1.01, as follows:
"Xxxxxxx Debt" means the indebtedness evidenced by that certain
Consolidated Renewal Promissory Note and Mortgage each dated as of May 29, 1998
executed by Borrower in favor of NationsBank.
2. Section 6.03 is hereby modified in its entirety to read as follows:
Section 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 2.00 to 1.00 as of
the last day of each Four-Quarter Period.
3. Except as expressly modified herein, the Credit Agreement is hereby
reaffirmed in its entirety.
PRECISION RESPONSE CORPORATION,
as the Borrower
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President and Treasurer
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NATIONSBANK, N.A., as Agent and as a Bank
under the Credit Agreement
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Senior Vice President
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COMMONWEALTH OF THE BAHAMAS )
)
OF NEW PROVIDENCE )
The foregoing instrument was acknowledged before me this 12th day of
August, 1998 by Xxxxxx X. Xxxxxx, as Vice President and Treasurer of Precision
Response Corporation, a Florida corporation, who [ ] or [ ] has produced
Passport #000000000 as identification.
(Seal)
/s/ X. Xxxxxxxx
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Notary Public
My commission expires: 31/12/98
COMMONWEALTH OF THE BAHAMAS )
)
OF NEW PROVIDENCE )
The foregoing instrument was acknowledged before me this 12th day of
August, 1998 by Xxxxxxx X. Xxxxxx, as Vice President of NationsBank N.A., a
national banking association, who [ ] or [ ] has produced Passport #0452785281
as identification.
(Seal)
/s/ X. Xxxxxxxx
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Notary Public
My commission expires: 31/12/98
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