EXHIBIT 10.1
AMENDMENT NO. 4 TO REVOLVING/TERM LOAN AGREEMENT
This Amendment No. 4 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
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follows:
1. Section 6.19. Section 6.19 of the Loan Agreement is amended, effective
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as of April 30, 1999, by striking the figures "$3,000,000" in the last line
thereof and substituting therefor the figures "$10,000,000."
2. Waiver. Compliance with Section 6.19 of the Loan Agreement, as in
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effect prior to this Amendment, is hereby waived with respect to periods prior
to April 30, 1999.
3. Conditions Precedent. The effectiveness of this Amendment shall be
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conditioned upon:
(a) The receipt by the Administrative Agent of an amendment fee of
$20,000 for the account of the Lenders according to their Pro
Rata Share, which the Administrative Agent shall promptly
disburse to the Lenders; and
(b) 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 Exhibit A
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to this Amendment; and
1
(iii) Written consent of the Subsidiary Guarantors in the form
of Exhibit B to this Amendment.
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4. Representation and Warranty. Borrower represents and warrants that no
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Default or Event of Default has occurred and remains continuing.
5. Confirmation. In all other respects, the terms of the Loan Agreement
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and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrower and the Administrative Agent have executed
this Amendment as of May 14, 1999 by their duly authorized representatives.
DATA PROCESSING RESOURCES CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ 5/14/99
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Financial Officer
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇
Vice President
2
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. 4 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: May 6, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, N.A.
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[Name of Institution]
By /s/ ▇▇▇ ▇▇▇▇
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▇▇▇ ▇▇▇▇, Vice President
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[Printed Name and Title]
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. 4 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: May ___, 1999
Fleet National Bank
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[Name of Institution]
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, AVP
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[Printed Name and Title]
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. 4 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: May 14, 1999
"Guarantors"
LEARDATA INFO-SERVICES, INC. PROFESSIONAL SOFTWARE
CONSULTANTS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, CFO ▇▇▇▇▇ ▇▇▇▇▇, CFO
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[Printed name and title] [Printed name and title]
COMPUTEC INTERNATIONAL EXi CORP.
STRATEGIC RESOURCES, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, CFO ▇▇▇▇▇ ▇▇▇▇▇, CFO
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[Printed name and title] [Printed name and title]
