AMENDMENT NO. 1 TO REVOLVING/TERM LOAN AGREEMENT
This Amendment No. 1 to Revolving/Term Loan Agreement (this "Amendment") is
entered into with reference to the Revolving/Term Loan Agreement dated as of
September 25, 1997 (the "Loan Agreement") among Data Processing Resources
Corporation ("Borrower"), the Lenders party thereto, and Xxxxx Fargo Bank,
National Association, as Administrative Agent. Capitalized terms used but not
defined herein are used with the meanings set forth for those terms in the Loan
Agreement.
Borrower and the Administrative Agent, acting with the consent of the
Requisite Lenders pursuant to Section 11.2 of the Loan Agreement, agree as
follows:
1. Amendment to Section 1.1 Section 1.1 of the Loan Agreement is amended by
adding the following definition at the appropriate alphabetical place:
"Convertible Subordinated Notes" means Borrower's Convertible
Subordinated Notes due 2005 issued pursuant to Rule 144A of the
Securities and Exchange Commission on or about March 25, 1998.
2. Amendment to Section 1.1. Section 1.1 of the Loan Agreement is further
amended by adding the following proviso at the end of the definition of
"Applicable Pricing Level":
; and provided further that, notwithstanding anything to the contrary
heretofore set forth in this definition, the Applicable Pricing Level
for the period commencing on the issuance of the Convertible
Subordinated Notes and ending on the effective date of Amendment No. 2
to this Agreement shall be Pricing Level V.
3. Amendment to Section 2.1(a). Section 2.1(a) of the Loan Agreement is
amended by adding the following proviso at the end of the first sentence
thereof:
; provided that during the period commencing on the issuance of the
Convertible Subordinated Notes and ending on the effective date of
Amendment No. 2 to this Agreement, the obligations of the Lenders to
make an Advance under this Section 2.1(a) shall be
subject to the further condition precedent that all of the Lenders
shall have expressly consented to such Advance.
4. Approval of Convertible Subordinated Notes. The Requisite Lenders hereby
approve (a) pursuant to the definition of "Subordinated Obligations", the form
of the subordination provisions, covenants, events of default and other
provisions of the Convertible Subordinated Notes; provided that the same do not
differ in any significant respect from those set forth in the draft thereof
dated March 5, 1998 (8:00 a.m.) furnished to the Lenders and (b) pursuant to
Section 6.10(f), issuance of the Convertible Subordinated Notes in a principal
amount not in excess of $115,000,000; provided that the net cash proceeds of
such issuance are applied, within one (1) Banking Day of receipt thereof by
Borrower, to the extent necessary to reduce the outstanding Indebtedness
evidenced by the Notes to zero.
5. Temporary Waiver of Section 6.13. The Requisite Lenders hereby waive
compliance by Borrower with Section 6.13 for the period commencing on the
issuance of the Convertible Subordinated Notes and ending on April 30, 1998;
provided that (a) not later than March 6, 1998, Borrower provides the
Administrative Agent with updated projected financial statements (giving effect
to the issuance of the Convertible Subordinated Notes) covering the period
through July 31, 2002 and (b) promptly following delivery of such projected
financial statements, Borrower enters into good faith negotiations with the
Administrative Agent for the amendment of Section 6.13 such that that covenant
will continue to provide a meaningful and appropriate criterion for measuring
the financial condition of Borrower.
6. Conditions Precedent. The effectiveness of this Amendment shall be
conditioned upon the receipt by the Administrative Agent of all of the
following, each properly executed by a Responsible Official of each party
thereto and dated as of the date hereof:
a. Counterparts of this Amendment executed by all parties hereto;
b. Written consent of the Requisite Lenders as required under
Section 11.2 of the Loan Agreement in the form of Exhibit A to
this Amendment; and
c. Consummation of the issuance of the Convertible Subordinated
Notes.
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7. Representation and Warranty. Borrower represents and warrants that no
Default or Event of Default has occurred and remains continuing.
8. Confirmation. In all other respects, the terms of the Loan Agreement and
the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrower and the Administrative Agent have executed
this Amendment as of March 10, 1998 by their duly authorized representatives.
DATA PROCESSING RESOURCES
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxx
Chief Financial Officer
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent
By: /s/ Elliot Ichnose
---------------------------------------
Elliot Ichnose
Vice President
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Exhibit A to Amendment
CONSENT OF LENDER
-----------------
Reference is hereby made to that certain Revolving/Term Loan Agreement
dated as of September 25, 1997 (the "Loan Agreement") among Data Processing
Resources Corporation ("Borrower"), the Lenders party thereto and Xxxxx Fargo
Bank, National Association, as Administrative Agent. Capitalized terms used but
not defined herein are used with the meanings set forth for those terms in the
Loan Agreement.
The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 1 to Revolving/Term Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of a draft dated on or about March 6, 1998
presented to the undersigned Lender.
Date: March ______, 1998
---------------------------------------
[Name of Institution]
By:
-----------------------------------
---------------------------------------
[Printed Name and Title]
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AMENDMENT NO. 2 TO REVOLVING/TERM LOAN AGREEMENT
This Amendment No. 2 to Revolving/Term Loan Agreement (this "Amendment") is
entered into with reference to the Revolving/Term Loan Agreement dated as of
September 25, 1997 (as heretofore amended, the "Loan Agreement") among Data
Processing Resources Corporation ("Borrower"), the Lenders party thereto, and
Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized
terms used but not defined herein are used with the meanings set forth for those
terms in the Loan Agreement.
Borrower and the Administrative Agent, acting with the consent of all of
the Lenders pursuant to Section 11.2 of the Loan Agreement, agree as follows:
1. Section 1.1. Section 1.1 of the Loan Agreement is amended by
striking the table set forth in the definition of "Applicable Alternate Base
Rate Margin" and substituting in its place the following:
Applicable
Pricing Level Margin
------------- ------
I 0
II 0
III 0
IV 0
V 50
2. Section 1.1. Section 1.1 of the Loan Agreement is further amended by
striking the table set forth in the definition of "Applicable Commitment Fee
Rate" and substituting in its place the following:
Applicable
Pricing Level Commitment Fee
------------- --------------
I 20
II 20
III 25
IV 30
V 35
3. Section 1.1. Section 1.1 of the Loan Agreement is further amended by
striking the table set forth in the definition of "Applicable Eurodollar Rate
Margin" and substituting in its place the following:
Applicable
Pricing Level Commitment Fee
------------- --------------
I 50
II 75
III 100
IV 125
V 175
4. Section 1.1. Section 1.1 of the Loan Agreement is further amended
by striking the definition of "EBITDA" and substituting in its place the
following:
"EBITDA" means, with respect to any fiscal period, the sum of (a)
Adjusted Net Income for that period, plus (b) any non-operating non-
recurring loss reflected in such Adjusted Net Income, minus (c) any
non-operating non-recurring gain reflected in such Adjusted Net
Income, plus (d) Interest Expense of each of (i) Borrower and its
Subsidiaries and (ii) the Person that is the subject of a Permitted or
Approved Acquisition for that period, plus (e) the aggregate amount
of federal and state taxes on or measured by income of each of (i)
Borrower and its Subsidiaries and (ii) the Person that is the subject
of a Permitted or Approved Acquisition for that period (whether or not
payable during that period), plus (f) depreciation, amortization and
all other non-cash expenses of each of (i) Borrower and its
Subsidiaries and (ii) the Person that is the subject of a Permitted or
Approved Acquisition for that period, in each case as determined in
accordance with GAAP, consistently applied.
5. Section 1.1. Section 1.1 of the Loan Agreement is further amended
by striking the definition of "Funded Debt Ratio" and substituting in its place
the following:
"Funded Debt Ratio" means, as of the last day of each Fiscal Quarter,
the ratio of (a)(i) all Indebtedness of Borrower and its Subsidiaries
on that date minus (ii) the amount, if any, by which the aggregate
Cash and Cash Equivalents of Borrower and its Subsidiaries on that
date exceeds $15,000,000 to (b) EBITDA for the fiscal period
consisting of the four (4) Fiscal Quarters ended on that date.
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6. Section 1.1. Section 1.1 of the Loan Agreement is further amended
by striking the definition of "Maturity Date" and substituting in its place the
following:
"Maturity Date" means June 30, 2003.
7. Section 1.1. Section 1.1 of the Loan Agreement is further amended
by striking the definition of "Permitted Acquisition" and substituting in its
place the following:
"Permitted Acquisition" means an Acquisition by Borrower or one of
its Subsidiaries (a) of a Person engaged in the same or a closely-
related line of business as Borrower, (b) that, taken together with
all transactions related thereto, does not involve either (i) Cash
payments by Borrower or any of its Subsidiaries (other than for
customary transactional expenses), when added to the aggregate of all
Cash payments by Borrower and its Subsidiaries for all Acquisitions
subsequent to April 1, 1998, in excess of $100,000,000 or (ii) the
funding of any portion of such Cash payments by a Loan and (c) that,
taken together with all transactions related thereto, does not
involve either (i) Cash payments by Borrower or any of its
Subsidiaries (other than for customary transaction expenses) in
excess of $25,000,000 or (ii) total payments (including Cash, Seller
Subordinated Notes, capital stock and other Property) by Borrower or
any of its Subsidiaries (other than for customary transactional
expenses), when added to the aggregate of all total payments by
Borrower and its Subsidiaries for all Acquisitions made during the
then preceding one (1) year period, in excess of $50,000,000;
provided that (A) the amount of payments described in clauses (c)(i)
and (c)(ii) above shall include Borrower's best estimate at the time
of the Permitted Acquisition of future potential or contingent
payments, which estimate shall remain applicable notwithstanding
actual payments in excess of such best estimate and (B) all Cash
payments or prepayments payable under any Seller Subordinated Note
during the eighteen (18) months immediately following the Permitted
Acquisition shall be treated as Cash for purposes of clauses (c)(i).
8. Section 1.1. Section 1.1 of the Loan Agreement is further amended
by striking the definition of "Revolver Termination Date" therein set forth and
substituting in its place the following:
"Revolver Termination Date" means June 30, 2001.
9. Section 1.1. Section 1.1 of the Loan Agreement is further amended
by adding the following new definitions at the appropriate alphabetical places:
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"Adjustment Amount" means, with respect to a Permitted or Approved
Acquisition, the aggregate non-recurring charges or adjustments
related to that Permitted or Approved Acquisition, or to Acquisitions
previously made by that Person, reflected in Net Income or reflected
in the net income of the Person that is the subject of the Permitted
or Approved Acquisition (including pooling-of-interest expenses,
goodwill charges, adjustments for owners' compensation or fringe
benefits that will be revised in connection with the Acquisition);
provided that Borrower furnishes to the Administrative Agent
reasonably satisfactory documentation in support of such non-recurring
charges.
"Adjusted Net Income" means, with respect to any fiscal period, (a)
Net Income for that fiscal period plus (b) the net income (determined
in accordance with GAAP) of a Person that is the subject of a
Permitted or Approved Acquisition for that fiscal period plus (c) any
applicable Adjustment Amount.
"Capital Expenditure" means any expenditure by Borrower or any of its
Subsidiaries for or related to fixed assets or purchased intangibles
that is treated as a capital expenditure under GAAP, including any
amount which is required to be treated as an asset subject to a
Capital Lease Obligation. The amount of Capital Expenditures in
respect of fixed assets purchased or constructed by Borrower or any of
its Subsidiaries in any fiscal period shall be net of (a) any net
sales proceeds received during such fiscal period by Borrower or such
Subsidiary for fixed assets sold by Borrower or such Subsidiary and
(b) any casualty insurance proceeds received during such fiscal period
by Borrower or such Subsidiary for casualties to fixed assets and
applied to the repair or replacement thereof. The amount expended for
a Permitted or Approved Acquisition shall not be deemed a Capital
Expenditure.
"Fixed Charge Coverage Ratio" means, as of the last day of any Fiscal
Quarter, the ratio of (a) EBITDA for the fiscal period consisting of
the four (4) Fiscal Quarters ended on that date minus Capital
Expenditures made by each of (i) Borrower and its Subsidiaries and
(ii) the Person that is the subject of a Permitted or Approved
Acquisition during such fiscal period to (b) the sum of (i) Interest
Expense of each of (i) Borrower and its Subsidiaries and (ii) the
Person that is the subject of a Permitted or Approved Acquisition for
such fiscal period plus (ii) the current portion of long-term debt of
Borrower and its Subsidiaries on such date plus (iii) the current
portion of long-term lease obligations of Borrower and its
Subsidiaries on such date.
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"Permitted or Approved Acquisition" means an Acquisition that is
either (a) a Permitted Acquisition or (b) approved by the Requisite
Lenders pursuant to a waiver of Section 6.5 in accordance with Section
11.2.
10. Section 4.20. The Loan Agreement is amended by adding a new Section
4.20 to read as follows:
4.20 Year 2000 Issues. To the best of Borrower's knowledge after
reasonable diligence, all computer software programs and related
systems and hardware reasonably necessary for Borrower's businesses as
currently operated are Y2K Compliant and that, notwithstanding the
foregoing, to the extent that any of such programs and related systems
and hardware are not Y2K Compliant, Borrower, in the exercise of its
reasonable judgment, does not anticipate that such noncompliance will
give rise to a Material Adverse Effect. As used xxxxxx, "X0X
Compliant" means, with respect to computer software programs and
related systems and hardware, that such programs, systems and hardware
are written and set up, as the case may be, in a manner that permits
them to operate properly, without programming modifications, using
date data fields for dates on and after January 1, 2000 as well as
dates on and after January 1, 1900 through December 31, 1999.
11. Section 5.15. The Loan Agreement is amended by adding a new Section
5.15 to read as follows:
5.15 Year 2000 Issues. Continue to make such inquiries and perform
such other acts as may be reasonably necessary to reasonably ensure
that Borrower and any business in which Borrower owns a substantial
interest are Y2K Compliant (as defined in Section 4.20) or will become
Y2K Compliant within a reasonable time. Borrower shall, within 60 days
of request by the Administrative Agent, provide to the Administrative
Agent a written report summarizing in reasonable detail Borrower's
actions to comply with this Section 5.15 and the results of such
actions; provided, however, that Borrower shall not be obligated to
respond to more than one such request per calendar quarter.
12. Section 6.1. Section 6.1 of the Loan Agreement is amended by
striking "Senior Subordinated Notes" in the penultimate line thereof and
replacing it with "Seller Subordinated Notes".
5
13. Section 6.6. Section 6.6 of the Loan Agreement is amended by striking
clause (d) thereof and substituting in its place the following:
(d) repurchases or redemptions of Common Stock, provided that (i) no
Default or Event of Default then exists or would result therefrom and
(ii) the aggregate repurchase/redemption price does not exceed an
amount equal to the sum of (A) $8,000,000 plus (B) $1,000,000 as of
July 1, 1999 plus (C) $1,000,000 as of each subsequent July 1 for all
such repurchases/redemptions during the term of this Agreement.
14. Section 6.13. Section 6.13 of the Loan Agreement is amended, effective
as of April 30, 1998, by striking the table set forth therein and substituting
therefor the following:
Fiscal Quarter
or Period Ratio
-------------- -----
July 31, 1997 through 3.00 to 1.00
July 31, 1999
August 1, 1999 through 2.50 to 1.00
July 31, 2000
August 1, 2000 through 2.00 to 1.00
July 31, 2001
August 1, 2001 1.75 to 1.00
and thereafter
15. Section 6.14. Section 6.14 of the Loan Agreement is amended by
striking the table set forth therein and substituting therefor the following:
Fiscal Quarter
Ending Amount
------- ------
July 31, 1997 $10,000,000
October 31, 1997 12,000,000
January 31, 1998 15,000,000
April 30, 1998 18,000,000
July 31, 1998 22,800,000
October 31, 1998 25,000,000
January 31, 1999 26,400,000
April 30, 1999 28,000,000
July 31, 1999 29,600,000
October 31, 1999 and 30,000,000
thereafter
6
16. Section 6.14A. The Loan Agreement is amended by adding a new Section
6.14A to read as follows:
6.14A. Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage
Ratio, as of the last day of any Fiscal Quarter, to be less than 2.00
to 1.00.
17. Section 6.15. Section 6.15 of the Loan Agreement is amended by (a)
striking the figures "$90,000,000" in clause (a) thereof and substituting in
their place the figures $100,000,000" and (b) striking clause (b) thereof and
substituting in its place the following:
(b) 100% of Adjusted Net Income in the Fiscal Quarter ending July 31,
1998 and each Fiscal Quarter thereafter (with no deduction for a net
loss in any such Fiscal Quarter.
18. Section 6.19. The Loan Agreement is amended by adding a new Section
6.19 to read as follows:
6.19 Capital Expenditures. Make any Capital Expenditure if to do so
would result in the aggregate of all Capital Expenditures made in that
Fiscal Year to exceed $3,000,000.
19. Compliance Certificate. The Compliance Certificate is amended to read
as set forth in Exhibit C to this Amendment.
20. Replacement of Lenders. As of the effective date of this Amendment,
(a) National City Bank shall cease to be a Lender and shall have no further
rights and be subject to no further obligations under the Loan Agreement;
provided that on such date Borrower pays to National City Bank all accrued and
unpaid commitment fees to which it is entitled under Section 3.3 of the Loan
Agreement, (b) NationsBank of Texas, N.A. shall cease to be a Lender and shall
have no further rights and be subject to no further obligations under the Loan
Agreement; provided that on such date Borrower pays to NationsBank of Texas,
N.A. all accrued and unpaid commitment fees to which it is entitled under
Section 3.3 of the Loan Agreement, and (c) Fleet National Bank shall (i) become
a Lender and shall thereafter have the rights and be subject to the obligations
of a Lender under the Loan Agreement and (ii) become Co-Agent under the Loan
Agreement provided that in their capacity as Co-Agent Fleet National Bank shall
have no rights nor obligations under the Loan Agreement.
21. Schedule 1.1. Schedule 1.1 is amended to read as set forth in Schedule
1.1 to this Amendment.
22. Conditions Precedent. The effectiveness of this Amendment shall be
conditioned upon:
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(a) the receipt by the Administrative Agent of all of the following,
each properly executed by an authorized officer of each party
thereto and dated as of the date hereof:
(i) Counterparts of this Amendment executed by all parties
hereto;
(ii) Written consent of all of the Lenders as required under
Section 11.2 of the Loan Agreement in the form of Exhibit
A to this Amendment; and
(iii) Written consents of the Subsidiary Guarantors in the form
of Exhibit B to this Amendment.
(b) payment to the Administrative Agent, for the account of the
Lenders according to their Pro Rata Share of the Commitment, an
amendment fee of $45,000.
23. Representation and Warranty. Borrower represents and warrants that no
Default or Event of Default has occurred and remains continuing.
24. Confirmation. In all other respects, the terms of the Loan Agreement
and the other Loan Documents are hereby confirmed.
8
IN WITNESS WHEREOF, Borrower and the Administrative Agent have executed
this Amendment as of June 10, 1998 by their duly authorized representatives.
DATA PROCESSING RESOURCES
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxx
Executive Vice President
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxx
Vice President
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Exhibit A to Amendment
CONSENT OF LENDER
-----------------
Reference is hereby made to that certain Revolving Term Agreement dated as
of September 25, 1997 (as heretofore amended, the "Loan Agreement") among Data
Processing Resources Corporation ("Borrower"), the Lenders party thereto and
Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized
terms used but not defined herein are used with the meanings set forth for those
terms in the Loan Agreement.
The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 2 to Revolving/Term Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft presented to the
undersigned Lender.
Date: June __, 1998
[Name of Institution]
By
-----------------------------
--------------------------------
[Printed Name and Title]
10
Exhibit B to Amendment
CONSENT OF SUBSIDIARY GUARANTORS
--------------------------------
Reference is hereby made to that certain Revolving Term Loan Agreement
dated as of September 27, 1997 among Data Processing Resources Corporation
("Borrower"), the Lenders party thereto, and Xxxxx Fargo Bank, National
Association, as Administrative Agent (as heretofore amended, the "Loan
Agreement").
Each of the undersigned Subsidiary Guarantors hereby consents to Amendment
No. 2 to the Loan Agreement in the form executed by Borrower and confirms that
the Subsidiary Guaranty and all Collateral Documents to which it is a party
remain in full force and effect.
Dated: June __, 1998
"Guarantors"
LEARDATA INFO-SERVICES, INC. PROFESSIONAL SOFTWARE
CONSULTANTS, INC.
By: By:
------------------------------ -------------------------------
Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
Secretary and Treasurer Chief Financial Officer,
Treasurer and Secretary
SELECTECH, INC. COMPUTEC INTERNATIONAL
STRATEGIC RESOURCES, INC.
By: By:
------------------------------ -------------------------------
Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
Chief Financial Officer, Chief Financial Officer
Treasurer and Secretary and Secretary
EXI CORP.
By:
------------------------------
----------------------------------
[Printed name and title]
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