EXHIBIT 10.16
AMENDMENT NO. 3 TO REVOLVING/TERM LOAN AGREEMENT
This Amendment No. 3 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
▇▇▇▇▇ 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. Section 1.1. Section 1.1 of the Loan Agreement is amended by
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striking the definition of "Permitted Acquisition" and substituting in its place
the following:
"Permitted Acquisition" means (a) if such Acquisition is made
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during an Unused Facility Period, an Acquisition by Borrower or
one of its Subsidiaries of a Person engaged in the same or a
closely-related line of business as Borrower, provided that none
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of the purchase consideration for such Acquisition is or will be
funded by a Loan and (b) if such Acquisition is not made during
an Unused Facility Period, an Acquisition by Borrower or one of
its Subsidiaries (i) of a Person engaged in the same or a
closely-related line of business as Borrower and (ii) that, taken
together with all transactions related thereto, does not involve
either (A) Cash payments by Borrower or any of its Subsidiaries
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(other than for customary transaction expenses) in excess of
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$25,000,000 or (B) total payments (including Cash, Seller
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Subordinated Notes, capital stock and other Property) by Borrower
or any of its Subsidiaries (other than for customary
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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 (I) the amount of payments described
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in clauses (ii)(A) and (ii)(B) above shall include Borrower's
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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 (II) all
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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 (ii)(A). For purposes of the
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foregoing, the term "Unused Facility Period" means a period
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extending from the date that is twenty (20) days prior to the
Acquisition to the date that is twenty (20) days subsequent to
the Acquisition during which the principal Indebtedness evidenced
by the Notes is zero.
2. Retroactive Effect. This Amendment shall have retroactive effect
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to June 10, 1998.
3. Conditions Precedent. The effectiveness of this Amendment shall
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be conditioned upon:
(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 the Requisite Lenders as required
under Section 11.2 of the Loan Agreement in the form of
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Exhibit A to this Amendment; and
(iii) Written consent of the Subsidiary Guaranty in the form
of Exhibit B to this Amendment.
4. Representation and Warranty. Borrower represents and warrants
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that no Default or Event of Default has occurred and remains continuing.
5. Confirmation. In all other respects, the terms of the Loan
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Agreement and the other Loan Documents are hereby confirmed.
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IN WITNESS WHEREOF, Borrower and the Administrative Agent have executed
this Amendment as of October 5 , 1998 by their duly authorized representatives.
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DATA PROCESSING RESOURCES
CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
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Exhibit A to Amendment
CONSENT OF LENDER
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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 ▇▇▇▇▇ 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. 3 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: October __, 1998
______________________________________
[Name of Institution]
By ___________________________________
______________________________________
[Printed Name and Title]
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Exhibit B to Amendment
CONSENT OF SUBSIDIARY GUARANTORS
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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 ▇▇▇▇▇ Fargo Bank, National
Association, as Administrative Agent (as heretofore amended, the "Loan
Agreement").
Each of the undersigned Subsidiary Guarantors hereby consents to Amendment
No. 3 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: October 5 , 1998
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"Guarantors"
LEARDATA INFO-SERVICES, INC. PROFESSIONAL SOFTWARE
CONSULTANTS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Treasurer &
Secretary
COMPUTEC INTERNATIONAL EXi CORP.
STRATEGIC RESOURCES, INC.
By:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: --------------------------------------
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
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