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EXHIBIT 4.3
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of October 4, 1999, among CLIENTLOGIC HOLDING
CORPORATION, a corporation duly organized and validly existing under the laws of
the State of Delaware (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 the making of loans
by said Lender to the Company in an aggregate principal 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.
1, 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 (Definitions)
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:
"Adverbe" shall mean Groupe Adverbe International S.A., a French
corporation.
"Bank of Scotland Debt" shall mean Indebtedness of the Cordena Group
held by Bank of Scotland in an aggregate principal amount not to exceed
29,000,000 Dutch guilders.
"Cordena" shall mean Cordena Call Management B.V., a Netherlands
Antilles corporation.
"Cordena Acquisitions" shall mean, collectively, (a) the acquisition
by Foreign Holding Company of all of the capital stock of Cordena for an
aggregate consideration (including the amount of any Indebtedness assumed)
not to exceed 45,200,000 Dutch guilders, and (b) the acquisition by Foreign
Holding Company
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of all of the capital stock of Adverbe, for an aggregate consideration
(including Indebtedness assumed) not to exceed 61,000,000 French francs.
"Cordena Group" shall mean Cordena, Adverbe and their respective
Subsidiaries.
"Foreign Holding Company" shall mean ClientLogic International
Holding, Inc., a Delaware corporation and a wholly-owned Subsidiary of the
Company.
"ING Debt" shall mean Indebtedness of the Cordena Group held by ING
Bank N.V. in an aggregate principal amount not to exceed 10,000,000 Dutch
guilders.
2.02. Cordena Acquisitions - Section 9.08(d) of the Credit Agreement
(Investments Consisting of Permitted Acquisitions) shall be amended by adding
the following at the end thereof:
", and the Cordena Acquisitions;"
2.03. Investments in the Cordena Group Financed by Equity - Section 9.08(f)
of the Credit Agreement (Investments in Subsidiaries that are not Subsidiary
Guarantors) shall be amended by adding the following clause (z) at the end
thereof:
"and (z) Investments consisting of advances to members of the Cordena Group
(which advances may be subordinated to the prior payment in full of the
Bank of Scotland Debt) to the extent that (A) each such advance is financed
solely with the proceeds of contributions to the common equity capital of
the Company made concurrently with such Investment and (B) such advance is
evidenced by a promissory note that is endorsed in blank and delivered in
pledge to the Agent under the Security Agreement."
2.04. Bank of Scotland Debt - Section 9.07 of the Credit Agreement
(Indebtedness) shall be amended as follows:
(a) Clause (d) thereof shall be amended in its entirety to read as follows:
"(d) Guarantees of Indebtedness otherwise permitted by this Section
9.07 (except that no Obligor may Guarantee or incur any of the Bank of
Scotland Debt or the ING Debt);"
(b) The word "and" at the end of clause (j) thereof shall be deleted, the
period at the end of clause (k) shall be replaced with "; and" and following new
clause (1) shall be added:
"(l) Indebtedness of the Cordena Group consisting of the Bank of Scotland
Debt and the ING Debt."
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2.05. Bank of Scotland Liens - Section 9.06 of the Credit Agreement (Liens)
shall be amended by deleting the word "and" at the end of clause (1) thereof,
replacing the period at the end of clause (m) with "; and" and by adding the
following new clause (n):
"(n) Liens on Property of the Cordena Group securing the Bank of
Scotland Debt and the ING Debt."
2.06. Capital Expenditures by the Cordena Group - Section 9.10(c) of the
Credit Agreement (Capital Expenditures in Connection with Permitted
Acquisitions) shall be amended in its entirety to read as follows:
"(c) in addition, the Company and its Subsidiaries may consummated
Permitted Acquisitions and the Cordena Acquisitions (and any capital assets
acquired in any such Permitted Acquisition or in the Cordena Acquisitions
are not subject to the restrictions set forth in Section 9.10(a) hereof);
and"
2.07. Treatment of Cash Flow and Indebtedness of the Cordena Group -
(a) The definition of "Gross Cash Flow" in Section 1.01 of the Credit
Agreement shall be amended by adding the following immediately following the
first parenthetical phrase therein:
", other than, solely for purposes of the definition of "Adjusted Cash
Flow" in this Section 1.01, the Cordena Group,"
(b) The reference to "Indebtedness of the Company and its Subsidiaries" in
clause (a)(i) of the definition of "Total Debt to Cash Flow Ratio" in Section
1.01 of the Credit Agreement shall be replaced with a reference to the
following:
"Indebtedness of the Company and its Subsidiaries (other than the Bank of
Scotland Debt and the ING Debt)"
(c) Clause (b) of the definition of "Cash Flow to Debt Service Ratio" in
Section 1.01 of the Credit Agreement shall be amended in its entirety to read as
follows:
"(b) Prospective Debt Service (other than any Prospective Debt Service
in respect of the Bank of Scotland Debt or the ING Debt) for such
calculation date."
(d) Clause (b) of the definition of "Cash Flow to Interest Expense Ratio"
in Section 1.01 of the Credit Agreement shall be amended in its entirety to read
as follows:
"(b) Interest Expense (other than any Interest Expense in respect of
the Bank of Scotland Debt or the ING Debt) for the period of four
consecutive fiscal quarters ending on, or most recently ended prior to,
such calculation date."
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
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date hereof and as if each reference in said Section 8 to "this Agreement"
included reference to this Amendment No. 1 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. 1 shall have been
executed and delivered by each of the parties hereto.
Section 5. Joinder by Foreign Holding Company. By its signature below,
ClientLogic International Holding, Inc. hereby assumes all of the obligations of
a "Subsidiary Guarantor" and an "Obligor" under the Credit Agreement and the
other Basic Documents and agrees that it is, for all purposes of the Credit
Agreement and the other Basic Documents, a Subsidiary Guarantor and an Obligor.
Section 6. Miscellaneous. Except as herein provided, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment No. 1 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. 1 by signing any such counterpart. This Amendment
No. 1 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. 1 to
be duly executed and delivered as of the day and year first above written.
CLIENTLOGIC HOLDING CORPORATION
By: /s/ XXXX XXXXXXX
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Title: Xxxx Xxxxxxx, Senior Vice President
SUBSIDIARY GUARANTORS
LCS INDUSTRIES, INC.
By: /s/ XXXX XXXXXXX
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Title: Xxxx Xxxxxxx, Senior Vice President
CATALOG LIQUIDATORS, INC.
By: /s/ XXXX XXXXXXX
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Title: Xxxx Xxxxxxx, Senior Vice President
LCS CANADA, INC.
By: /s/ XXXX XXXXXXX
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Title: Xxxx Xxxxxxx, Senior Vice President
CATALOG RESOURCES, INC.
By: /s/ XXXX XXXXXXX
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Title: Xxxx Xxxxxxx, Senior Vice President
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SPEC HOLDINGS, INC.
By: /s/ XXXX XXXXXXX
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Title: Xxxx Xxxxxxx, Senior Vice President
THE SPECIALIST LTD.
By: /s/ XXXX XXXXXXX
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Title: Xxxx Xxxxxxx, Senior Vice President
COMPUTER MARKETING SYSTEMS INC.
By: /s/ XXXX XXXXXXX
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Title: Xxxx Xxxxxxx, Senior Vice President
CLIENTLOGIC CORPORATION
By: /s/ XXXX XXXXXXX
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Title: Xxxx Xxxxxxx, C.F.O., Senior Vice
President and Secretary
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CLIENTLOGIC INTERNATIONAL HOLDING, INC.
By: /s/ XXXXXX X. XXXXXXXX
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Title: Xxxxxx X. Xxxxxxxx, President
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LENDER
ONEX CLIENTLOGIC FINANCE LLC
By: /s/ XXXXXX X. XXXX
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Title: Xxxxxx X. Xxxx, Director
AGENT
TORONTO-DOMINION (TEXAS), INC.,
as Agent
By:
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Title:
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LENDER
ONEX CLIENTLOGIC FINANCE LLC
By:
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Title:
AGENT
TORONTO-DOMINION (TEXAS), INC.,
as Agent
By: /s/ XXXXXXXX XXXXXXXX
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Title: Xxxxxxxx Xxxxxxxx, Vice President
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