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EXHIBIT 10.15 FIRST AMENDMENT TO THE CREDIT AGREEMENT.
FIRST AMENDMENT
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THIS FIRST AMENDMENT dated as of August 7, 1998 (this "First
Amendment") amends the Credit Agreement dated as of March 17, 1998 (the "Credit
Agreement") among COMPASS INTERNATIONAL SERVICES CORPORATION (the "Company"),
various financial institutions and Bank of America National Trust and Savings
Association, as Administrative Agent. Terms defined in the Credit Agreement are,
unless otherwise defined herein or the context otherwise requires, used herein
as defined therein.
WHEREAS, the Company, the Lenders and the Agent desire to amend the
Credit Agreement as hereinafter set forth;
NOW, THEREFORE, the parties hereto agree as follows:
I. SECTION AMENDMENTS. Effective on (and subject to the occurrence
of) the First Amendment Effective Date (as defined below), the Credit Agreement
shall be amended in accordance with SECTIONS 1.1 through 1.6 below:
A. SECTION AMENDMENT TO COMMITMENT AMOUNT. The definition of
"Commitment Amount" set forth in Section 1.1 is amended by deleting the amount
"$35,000,000" therein and substituting the amount "$50,000,000" therefor.
A. SECTION AMENDMENT TO EBITDA. The definition of "EBITDA" is
amended by adding a comma and the words "other than adjustments for changes in
the acquisition target's officer compensation" before the parenthesis at the end
of the second parenthetical clause of the second sentence therein.
A. SECTION AMENDMENT TO SCHEDULE 2.1. Schedule 2.1 is replaced in
its entirety by SCHEDULE 2.1 hereto.
A. SECTION AMENDMENT TO SECTION 8.12. Section 8.12 is amended in
its entirety to read as follows:
"8.12 DEBT TO CAPITALIZATION RATIO. The Company shall not as of
the end of any fiscal quarter permit the ratio of (a) Outstandings to
(b) the sum of Outstandings PLUS the Company's consolidated
stockholders' equity to be greater than 0.375 to 1.0."
A. SECTION AMENDMENT TO SECTION 11.1(g). Section 11.1(g) is amended
by deleting the reference to "Section 2.15" therein and substituting "Section
2.14" therefor.
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A. SECTION AMENDMENT TO NOTICE OF BORROWING. Exhibit A is amended by
adding SCHEDULE A.1 hereto thereto.
I. SECTION REPRESENTATIONS AND WARRANTIES. The Company represents
and warrants to the Agent and the Lenders that (a) each representation and
warranty set forth in Section 6 of the Credit Agreement is true and correct as
of the date of the execution and delivery of this First Amendment by the Company
(and assuming the effectiveness hereof), with the same effect as if made on such
date (except to the extent such representations and warranties expressly refer
to an earlier date, in which case they shall be true and correct as of such
earlier date); (b) the execution and delivery by the Company of this First
Amendment and the New Notes (as defined below), and the performance by the
Company of its obligations under the Credit Agreement as amended hereby (as so
amended, the "Amended Credit Agreement") and the New Notes, (i) are within the
corporate powers of the Company, (ii) have been duly authorized by all necessary
corporate action on the part of the Company, (iii) have received all necessary
governmental and regulatory approval and (iv) do not and will not contravene or
conflict with, or result in or require the creation or imposition of any lien
under, any provision of law or of the charter or by-laws of the Company or any
Subsidiary or of any agreement, instrument, order or decree which is binding
upon the Company or any Subsidiary; and (c) the Amended Credit Agreement is, and
when executed and delivered the New Notes will be, legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, except as enforceability may be limited by bankruptcy,
insolvency or other similar laws of general application affecting the
enforcement of creditors' rights or by general principles of equity limiting the
availability of equitable remedies.
I. SECTION EFFECTIVENESS. The amendments set forth in SECTION 1
above shall become effective on the date (the "First Amendment Effective Date")
when the Administrative Agent shall have received the fees referred to in
SECTION 4 and each of the following documents, each in form and substance
satisfactory to the Administrative Agent:
1. counterparts of this First Amendment executed by the
Company, each of the Lenders and the Administrative Agent (it being understood
that the Administrative Agent may conclusively rely on any counterpart signature
hereof received by facsimile);
1. a certificate of the secretary or an assistant secretary of
the Company as to:
a) resolutions of the Board of Directors of the Company
authorizing the execution and delivery of this First Amendment and the New Notes
and the performance by the Company of its obligations under the Amended Credit
Agreement and the New Notes, and
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a) the incumbency and signatures of those of its officers
authorized to execute and deliver this First Amendment and the New Notes;
1. a Confirmation, executed by the Company and each Subsidiary,
substantially in the form of EXHIBIT A hereto;
1. New Notes, substantially in the form of Exhibit D to the
Credit Agreement (the "New Notes"), payable to the order of each Lender in the
amount of its Commitment as set forth in SCHEDULE 2.1 hereto (the Notes executed
by the Company on March 17, 1998 to be canceled by each Lender and returned to
the Company upon receipt of such Lender's New Note); and
1. such other documents as the Administrative Agent may
reasonably request.
I. SECTION FEES. On the First Amendment Effective Date, the
Company shall pay:
1. to the Administrative Agent for the account of each Lender,
a closing fee in an amount equal to 0.15% of the excess (if any) of such
Lender's Percentage of the Commitment Amount over such Lender's Percentage of
the Commitment Amount immediately prior to the First Amendment Effective Date;
and
1. to the Administrative Agent for its own account, the fees
referred to in the letter agreement dated as of August 6, 1998 between the
Company and the Administrative Agent.
I. SECTION MISCELLANEOUS.
A. SECTION CONTINUING EFFECTIVENESS, ETC. As herein amended, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects. After the First Amendment Effective Date, all
references in the Credit Agreement and the other Loan Documents to "Credit
Agreement" or similar terms shall refer to the Amended Credit Agreement.
A. SECTION COUNTERPARTS. This First Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original but all such
counterparts shall together constitute one and the same First Amendment.
A. SECTION GOVERNING LAW. This First Amendment shall be a contract
made under and governed by the laws of the State of Illinois applicable to
contracts made and to be performed entirely within such State.
A. SECTION SUCCESSORS AND ASSIGNS. THIS FIRST AMENDMENT SHALL BE
BINDING UPON THE COMPANY, THE LENDERS AND THE ADMINISTRATIVE AGENT AND THEIR
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RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF THE
COMPANY, THE LENDERS AND THE ADMINISTRATIVE AGENT AND THE RESPECTIVE SUCCESSORS
AND ASSIGNS OF THE COMPANY, THE LENDERS AND THE ADMINISTRATIVE AGENT. DELIVERED
AT CHICAGO, ILLINOIS, AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
COMPASS
INTERNATIONAL SERVICES
CORPORATION
BY:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent
By:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Issuing Lender and as a Lender
By:
Title:
FIRST NATIONAL BANK OF MARYLAND
By:
Title:
FLEET NATIONAL BANK
By:
Title:
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SCHEDULE 2.1
COMMITMENTS AND PERCENTAGES
LENDER COMMITMENT PERCENTAGE
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Bank of America National $20,000,000 40.00000000%
Trust and Savings Association
First National Bank of Maryland $10,000,000 20.00000000%
Fleet National Bank $20,000,000 40.00000000%
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$50,000,000 100%
