1 EXHIBIT 10.7 This Warrant and any shares of Common Stock acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or otherwise disposed of except while such a...Precision Response Corp • August 9th, 1999 • Services-business services, nec • New York
1 Exhibit 10.32 EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT, dated as of October 8, 1996, by and between PRECISION RESPONSE CORPORATION, a corporation organized and existing under the laws of the State of Florida (hereinafter...Employment Agreement • December 26th, 1996 • Precision Response Corp • Services-business services, nec • Florida
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated and effective as of April 1, 1999, by and between PRECISION RESPONSE CORPORATION, a corporation organized and existing under the laws of the State of Florida (hereinafter referred to as...Employment Agreement • May 14th, 1999 • Precision Response Corp • Services-business services, nec • Florida
1 EXHIBIT 10.31 FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment") is entered into effective as of December 31, 1999 by PRECISION RESPONSE CORPORATION (as "Borrower"), and BANK OF...Revolving Credit Agreement • February 18th, 2000 • Precision Response Corp • Services-business services, nec
BETWEENLease Agreement • November 4th, 1999 • Precision Response Corp • Services-business services, nec • Florida
1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of April 14,1999 by and between PRECISION RESPONSE CORPORATION, a corporation organized and existing under the laws of the State of Florida (hereinafter referred to as "Employer"), and...Employment Agreement • May 14th, 1999 • Precision Response Corp • Services-business services, nec • Florida
1 EXHIBIT 10.6 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 9th, 1999 • Precision Response Corp • Services-business services, nec • New York
WITNESSETHStock Option Agreement • March 31st, 1998 • Precision Response Corp • Services-business services, nec • Florida
January 12, 2000 Mr. Mark J. Gordon 19951 Northeast 39th Place Aventura, Florida 33180 Dear Mark: Precision Response Corporation, a Florida corporation (the "COMPANY"), is entering into an Agreement and Plan of Merger (the "MERGER AGREEMENT") with USA...Merger Agreement • February 18th, 2000 • Precision Response Corp • Services-business services, nec • Florida
1 Exhibit 10.34 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This Third Amendment to Loan and Security Agreement ("Amendment") is made and entered into this 12th day of December, 1996, by and between Precision Response Corporation ("Borrower"), and...Loan and Security Agreement • December 26th, 1996 • Precision Response Corp • Services-business services, nec • Illinois
Exhibit 10.45 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT First Amendment to Employment Agreement (this "AMENDMENT") dated as of January 12, 2000 and effective as of the Effective Time (as defined below), between Precision Response Corporation, a Florida...Employment Agreement • February 18th, 2000 • Precision Response Corp • Services-business services, nec • Florida
1 EXHIBIT 10.5 FIRST AMENDMENT TO CONSOLIDATED RENEWAL PROMISSORY NOTE This First Amendment to Consolidated Renewal Promissory Note (the "Amendment") is entered into as of June 30, 1999 by PRECISION RESPONSE CORPORATION, a Florida corporation, as...Precision Response Corp • August 9th, 1999 • Services-business services, nec
1 EXHIBIT 10.59 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated and effective as of November 15, 1999, by and between PRECISION RESPONSE CORPORATION, a corporation organized and existing under the laws of the State of Florida (hereinafter referred to...Employment Agreement • February 18th, 2000 • Precision Response Corp • Services-business services, nec • Florida
1 EXHIBIT 10.46 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (this "Amendment") dated and effective as of JANUARY 13, 2000, by and between Precision Response Corporation, a corporation organized and existing under the...Employment Agreement • February 18th, 2000 • Precision Response Corp • Services-business services, nec
1 EXHIBIT 10.9 REGISTRATION RIGHTS AGREEMENT Dated as of June 15, 1999Registration Rights Agreement • August 9th, 1999 • Precision Response Corp • Services-business services, nec • California
AMENDMENT TO VOTING TRUST AGREEMENTVoting Trust Agreement • January 3rd, 1997 • Precision Response Corp • Services-business services, nec
EXHIBIT 2.2 STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (the "Agreement"), dated as of January 12, 2000 is entered into by and among USA Networks, Inc., a Delaware corporation ("Buyer"), and each of the stockholders listed on Schedule I to this...Stockholders Agreement • January 13th, 2000 • Precision Response Corp • Services-business services, nec • Florida
1 EXHIBIT 10.8 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to Employment Agreement (this "Amendment") dated and effective as of September 1, 1999, by and between Precision Response Corporation, a corporation organized and existing...Employment Agreement • February 18th, 2000 • Precision Response Corp • Services-business services, nec • Florida
AMENDMENT TO STOCK OPTION AGREEMENT ----------------------Stock Option Agreement • December 26th, 1996 • Precision Response Corp • Services-business services, nec
1 EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (this "Amendment") dated and effective as of April 1, 1999, by and between Precision Response Corporation, a corporation organized and existing under the laws of...Employment Agreement • May 14th, 1999 • Precision Response Corp • Services-business services, nec • Florida
1 Exhibit 10.38 CREDIT AGREEMENT Dated as of March 2, 1998 by and among PRECISION RESPONSE CORPORATION, as the Borrower and NATIONSBANK, N.A. and the other lenders that become signatories hereto, as the Banks and NATIONSBANK, N.A., as the Agent TABLE...Credit Agreement • March 31st, 1998 • Precision Response Corp • Services-business services, nec • Florida
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated and effective as of August 9, 1999 (the "Effective Date"), by and between PRECISION RESPONSE CORPORATION, a corporation organized and existing under the laws of the State of Florida...Employment Agreement • November 4th, 1999 • Precision Response Corp • Services-business services, nec • Florida
AMENDED AND RESTATED SPLIT DOLLAR AGREEMENT AND COLLATERAL ASSIGNMENTSplit Dollar Agreement • February 18th, 2000 • Precision Response Corp • Services-business services, nec • Florida
ARTICLE 1 DEFINED TERMSIndependent Contractor Agreement • November 14th, 1996 • Precision Response Corp • Services-business services, nec • Florida
PRECISION RESPONSE CORPORATION COMMON STOCK PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 26th, 1996 • Precision Response Corp • Services-business services, nec • New York
1 EXHIBIT 10.60 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, executed as of October 1, 1999, by and between PRECISION RESPONSE CORPORATION, a corporation organized and existing under the laws of the State of Florida (hereinafter referred to as...Employment Agreement • February 18th, 2000 • Precision Response Corp • Services-business services, nec • Florida
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated and effective as of October 6, 1998, by and between PRECISION RESPONSE CORPORATION, a corporation organized and existing under the laws of the State of Florida (hereinafter referred to as...Employment Agreement • November 16th, 1998 • Precision Response Corp • Services-business services, nec • Florida
1 EXHIBIT 10.52 PUT/CALL AGREEMENT This Put/Call Agreement (the "Agreement") is made and entered into this 17th day of November, 1999 by and between PRESIDENTIAL SUITES, LTD., a Florida limited partnership ("Presidential") and PRECISION RESPONSE...Put/Call Agreement • February 18th, 2000 • Precision Response Corp • Services-business services, nec • Florida
PRECISION RESPONSE CORPORATION, AS THE BORROWER By: /s/ JOSEPH E. GILLIS -------------------------------------- Name: JOSEPH E. GILLIS Title: VP & TREASURER BANK OF AMERICA, N.A., D/B/A NATIONSBANK, N.A., SUCCESSOR TO NATIONSBANK, N.A., AS AGENT AND...Mortgage Loan Agreement • February 18th, 2000 • Precision Response Corp • Services-business services, nec
REVOLVING NOTEPrecision Response Corp • February 18th, 2000 • Services-business services, nec
ARTICLE 1Split Dollar Agreement and Collateral Assignment • February 18th, 2000 • Precision Response Corp • Services-business services, nec • Florida
1 EXHIBIT 10.8 GLOBAL RESERVATION SYSTEMS, INC. SHAREHOLDERS' RIGHTS AGREEMENTShareholders' Rights Agreement • August 9th, 1999 • Precision Response Corp • Services-business services, nec • California
PRECISION RESPONSE CORPORATION 1505 N.W. 167th Street Miami, Florida 33169 (305) 626-4600 Fax (305) 626-4650 October 1, 1998Letter Agreement • March 31st, 1999 • Precision Response Corp • Services-business services, nec • Florida
TRI-PARTY SPLIT DOLLAR AGREEMENT AND COLLATERAL ASSIGNMENTParty Split Dollar Agreement • February 18th, 2000 • Precision Response Corp • Services-business services, nec • Florida
CONFIDENTIAL ------------ AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 13th, 2000 • Precision Response Corp • Services-business services, nec • Florida
