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EXHIBIT 10.37
NationsBank
Commercial Banking
000 Xxxxxxxxx 0xx Xxxxxx, 00xx Xxxxx
Xxxxx, XX 00000
Fax 000 000-0000
NATIONSBANK
December 1, 1998
Precision Response Corporation
0000 X.X. 000xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxx
Vice President and Treasurer
RE: (1) SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT DATED AS OF
SEPTEMBER 30, 1998
(2) SECOND AMENDMENT TO MORTGAGE LOAN AGREEMENT DATED AS OF
SEPTEMBER 30, 1998
Dear Xx. Xxxxxx:
Pursuant to our telephone conversations, this letter will confirm that the
definition of "Fixed Charge Coverage Ratio" which appears in the Second
Amendment to Revolving Credit Agreement and in the Second Amendment to
Mortgage Loan Agreement inadvertently omitted reference to the Xxxxxxx
Debt. The correct definition is as follows (previously omitted words are
underlined):
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 1.80 to 1.00 as of the last day of each
Four-Quarter Period.
Very truly yours,
NATIONSBANK, N.A.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Senior Vice President
