1
EXHIBIT 10.3
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Second
Amendment") is entered into effective as of the 30th day of September, 1998 by
PRECISION RESPONSE CORPORATION (as "Borrower"), and NATIONSBANK, N.A., as a Bank
and as an Agent under that certain Credit Agreement dated March 2, 1998
("NationsBank").
W I T N E S S E T H:
WHEREAS, that certain Revolving Credit Agreement (the "Credit
Agreement") was executed as of March 2, 1998 by Borrower and NationsBank; and
WHEREAS, the Credit Agreement was modified by First Amendment dated as
of June 30, 1998; and
WHEREAS, the parties desire to further modify the Credit Agreement as
set forth herein.
NOW THEREFORE, for good and valuable considerations, the receipt of
which is hereby acknowledged, the parties do hereby modify the Credit Agreement
as follows:
1. DEFINITIONS. The definitions of "EBIT" and "EBITDA" and "Material
Subsidiaries" in Section 1.01 are hereby modified in their entirety to read as
follows:
"EBIT" means, for any Four-Quarter Period ending on the date
of computation thereof, the sum of, without duplication, (i)
net income excluding therefrom the restructuring and other
non-recurring charges of the Borrower incurred in the fiscal
quarter ended September 30, 1997, and excluding therefrom the
non-cash portion of the restructuring and other non-recurring
charges of the Borrower incurred in the fiscal quarter ended
September 30, 1998, (ii) interest expense, and (iii) taxes
on income of the Borrower, and (iv) any extraordinary loss in
such period minus (v) any extraordinary gain in such period,
all determined on a consolidated basis in accordance with
Generally Accepted Accounting Principles applied on a
Consistent Basis.
"EBITDA" means, for any Four-Quarter Period ending on the date
of computation thereof, the sum of, without duplication, (i)
net income excluding therefrom the restructuring and other
non-recurring charges of the Borrower incurred in the fiscal
quarter ended September 30, 1997, and excluding therefrom the
non-cash portion of the restructuring and other non-recurring
charges of the Borrower incurred in the fiscal quarter ended
September 30, 1998, (ii) interest expense, (iii) income tax
expense of the Borrower, (iv) amortization expense of the
Borrower, (v) depreciation of the Borrower and its
Subsidiaries, and (vi) any extraordinary loss in such period
minus (vii) any extraordinary gain in such period, all
determined on a consolidated basis in accordance with
Generally Accepted Accounting Principles applied on a
Consistent Basis.
"MATERIAL SUBSIDIARIES" means, collectively, Precision Relay
Services, Inc., a Florida corporation, Precision Response of Colorado, Inc., a
Delaware corporation, Precision Response of
2
North America, Inc., a Delaware corporation, and any other Subsidiary acquired
or created after the Agreement Date.
2. NEGATIVE COVENANTS. Sections 6.01 and 6.03 are hereby modified in
their entirety to read as follows:
6.01 NET WORTH. Permit Net Worth to be less than (i) $78,000,000.00
at September 30, 1998, and (ii) as at the last day of each
succeeding fiscal quarter of the Borrower and until (but
excluding) the last day of the next following fiscal quarter
of the Borrower, the sum of (A) the amount of net worth
required to be maintained pursuant to this ss.6.01 as at the
end of the immediately preceding fiscal quarter, plus (B) 85%
of the net income (with no reduction for net losses during any
period) for the fiscal quarter of the Borrower ending on such
day plus (C) 100% of the aggregate Net Proceeds of the
issuance of equity securities or other capital investments.
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 outstanding as of
the last day of the applicable Four-Quarter Period to be less
than 1.80 to 1.00 as of the last day of each Four-Quarter
Period.
3. RELEASE OF SUBSIDIARY GUARANTY. NationsBank hereby consents to the
sale (the "Sale") by Borrower of the capital stock of Tiger Construction, Inc.
("Tiger"), and NationsBank agrees upon consummation of the Sale (i) to release
Tiger as a Guarantor and (ii) to release the Subsidiary Security Agreement
executed by Tiger in connection with its Subsidiary Guaranty, and (iii) Tiger
will at that time no longer be deemed a Subsidiary of Borrower.
4. AUDIT OF BOOKS AND RECORDS AND COLLATERAL. Borrower hereby agrees
that NationsBank shall have the right to conduct an audit of the Borrower's
books and records and the Collateral at Borrower's expense within the next 60
days. In the event that the results of the audit reflect material
inconsistencies with the financial and other information previously provided by
the Borrower to NaionsBank, then NationsBank in its sole discretion shall have
the right to declare an Event of Default under the Agreement.
5. REAFFIRMATION. Except as expressly modified herein, the Credit
Agreement is hereby reaffirmed in its entirety.
PRECISION RESPONSE CORPORATION,
as the Borrower
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
-----------------------------------
Title: Vice President and Treasurer
-----------------------------------
NATIONSBANK, N.A., as Agent and as a Bank
under the Credit Agreement
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President
-----------------------------------
-2-
3
Commonwealth of the Bahamas )
)
Nassau )
The foregoing instrument was acknowledged before me this 16th day of
November, 1998 by Xxxxxx X. Xxxxxx, as Vice President and Treasurer of Precision
Response Corporation, a Florida corporation, who [ ] is personally known to me
or [X] has produced passport #000000000 as identification.
(Seal)
/s/ Xxxxxxxxx X. XxXxxxxxx
----------------------------------------
Notary Public
My commission expires: 31/12/98
Commonwealth of the Bahamas )
)
Nassau )
The foregoing instrument was acknowledged before me this 16th day of
November, 1998 by Xxxxxxx X. Xxxxxx, as Senior Vice President of NationsBank
N.A., a national banking association, who [ ] is personally known
to me or [X] has produced passport #0452785281 as identification.
(Seal)
/s/ Xxxxxxxxx X. XxXxxxxxx
----------------------------------------
Notary Public
My commission expires: 31/12/98
-3-
