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EXHIBIT 10.2
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT (this "Amendment No. 1"), dated as of March
20, 1998, among XXXXX ENTERPRISES, INCORPORATED, a Florida corporation (the
"Borrower"), MCQUEEN INTERNATIONAL LIMITED (the "Guarantor"), the various
lending institutions parties hereto (each a "Lender" and collectively, the
"Lenders"), and NATIONSBANK, N.A., a national banking association, as agent for
the Lenders (in such capacity, the "Agent");
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantor, the Lenders and the Agent entered
into that certain Credit Agreement, dated as of February 27, 1998 (the "Existing
Credit Agreement"); and
WHEREAS, the Borrower, the Guarantor, the Lenders and the Agent have
agreed to amend the Existing Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendment No. 1, including
its preamble and recitals, have the following meanings (such meanings to be
equally applicable to the singular and plural forms thereof):
"Amended Credit Agreement" means the Existing Credit Agreement as
amended hereby.
"Amendment No. 1 Effective Date" is defined in Subpart 3.1.
SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment No. 1, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 1
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II. Except as so amended, the Existing Credit Agreement, the
Notes and the other Credit Documents shall continue in full force and effect.
SUBPART 2.1 Amendments to Section 1. Section 1 of the Existing Credit
Agreement is hereby amended by inserting, in the alphabetically appropriate
place, the following definition:
"Amendment No. 1" means Amendment No. 1 to Credit Agreement,
dated as of March 20, 1998, among the Borrower, the Guarantor, the
Lenders and the Agent, amending this Credit Agreement as then in
effect.
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SUBPART 2.2 Amendments to Section 8.1. Section 8.1 is amended by (a)
deleting the reference to "and" at the end of subsection 8.1(g), (b) changing
subsection 8.1(h) to subsection 8.1(i) and (c) adding the following subsection
(h):
(h) guaranty agreements executed by the Borrower guaranteeing
obligations of Sykes Health Plan Services, Inc. to its lender or
lenders provided the aggregate amount guaranteed thereunder shall not
exceed $50,000,000 at any time outstanding; and
SUBPART 2.3 Amendments to Section 8.4. Section 8.4 is amended in its
entirety so that such Section now reads as follows:
Make an Investment in any Person except for (i) Investments
which are consistent with the Borrower's investment policy set forth in
Section 8.4 and (ii) an Investment of up to $20,000,000 in the
aggregate in Sykes Health Plan Services, Inc.
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Amendment No. 1 Effective Date. This Amendment shall be
and become effective on such date (the "Amendment No. 1 Effective Date") on or
prior to March 20, 1998, when all of the conditions set forth in this Subpart
3.1 shall have been satisfied, and thereafter, this Amendment No. 1 shall be
known, and may be referred to, as "Amendment No. 1."
SUBPART 3.1.1. Execution of Counterparts. The Agent shall have received
counterparts of this Amendment No. 1, each of which shall have been duly
executed on behalf of the Borrower, the Guarantor, the Agent and the Required
Lenders.
SUBPART 3.1.2. Legal Details, Etc. All documents executed or submitted
pursuant hereto shall be reasonably satisfactory in form and substance to the
Agent and its counsel. The Agent and its counsel shall have received all
information, and such counterpart originals or such certified or other copies of
such originals, as the Agent or its counsel may reasonably request, and all
legal matters incident to the transactions contemplated by this Amendment No. 1
shall be reasonably satisfactory to the Agent and its counsel.
PART IV
MISCELLANEOUS
SUBPART 4.1 Cross-References. References in this Amendment No. 1 to any
Part or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment No. 1.
SUBPART 4.2 Instrument Pursuant to Existing Credit Agreement. This
Amendment No. 1 is a document executed pursuant to the Existing Credit Agreement
and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with the terms and provisions of the
Existing Credit Agreement.
SUBPART 4.3 Credit Documents. The Borrower hereby confirms and agrees
that the Credit Documents are, and shall continue to be, in full force and
effect, and hereby ratifies and confirms in all respects its obligations
thereunder, except that, upon the effectiveness of, and on and after the date
of, this Amendment No. 1, all references in
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each Credit Document to the "Credit Agreement", "thereunder", "thereof" or words
of like import referring to the Existing Credit Agreement shall mean the Amended
Credit Agreement.
SUBPART 4.4 Counterparts, Effectiveness, Etc. This Amendment No. 1 may
be executed by the parties hereto in several counterparts, each of which shall
be deemed to be an original and all of which shall constitute together but one
and the same agreement.
SUBPART 4.5 Governing Law; Entire Agreement. THIS AMENDMENT NO. 1 SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NORTH CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.
SUBPART 4.6 Successors and Assigns. This Amendment No. 1 shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 4.7 Representations and Warranties. The Borrower represents and
warrants to the Agent and the Lenders that (i) the representations and
warranties made in Section 6 of the Existing Credit Agreement are true and
correct on and as of the Amendment No. 1 Effective Date as though made on such
date and (ii) no Default or Event of Default has occurred and remains uncured as
of the Amendment No. 1 Effective Date.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be executed by their respective duly authorized officers as of the day and
year first above written.
XXXXX ENTERPRISES, INCORPORATED
By
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Title
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MCQUEEN INTERNATIONAL LIMITED
By
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Title
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NATIONSBANK, N.A., individually in its
capacity as a Lender and in its capacity as Agent
By
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Title
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CREDIT LYONNAIS ATLANTA AGENCY
By
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Title
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BANQUE NATIONALE DE PARIS,
HOUSTON AGENCY
By
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Title
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FLEET NATIONAL BANK
By
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Title
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THE FIRST NATIONAL BANK OF CHICAGO
By
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Title
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SUNTRUST BANK, TAMPA BAY
By
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Title
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SOUTHTRUST BANK, NATIONAL
ASSOCIATION
By
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Title
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FIRST UNION NATIONAL BANK
By
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Title
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