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EXHIBIT 10.1
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
This First Amendment to Loan and Security Agreement ("Amendment") is
made and entered into this 5th day of September, 1996, by and between PRECISION
RESPONSE CORPORATION ("Borrower"), and ▇▇▇▇▇▇ FINANCIAL, INC. ("Lender").
W I T N E S S E T H:
WHEREAS, Lender and Borrower are parties to a certain Loan and
Security Agreement dated May 1, 1996 (the "Loan Agreement") pursuant to which
Lender has made revolving and certain other financial accommodations available
to Borrower; and
WHEREAS, the parties desire to amend the Loan Agreement as hereinafter
set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. All capitalized terms used in this Amendment,
unless otherwise defined herein, shall have the meaning ascribed to such terms
in the Loan Agreement.
2. AMENDMENTS. (a) Subsection 6.5 of the Loan Agreement is
amended by deleting said subsection in its entirety and inserting the following
in lieu thereof;
Section 6.5 Capital Expenditure Limits.
The aggregate amount of all Capital Expenditures of Borrower
and its Subsidiaries (excluding trade-ins and excluding
Capital Expenditures in respect of replacement assets to the
extent funded with casualty insurance proceeds) will not
exceed the amount set forth below for each period set forth
below. In the event that Borrower or any of its Subsidiaries
enters into a Capital Lease or other contract with respect to
fixed assets, for purposes of calculating Capital Expenditures
under this subsection only, the amount of the Capital Lease or
contract initially capitalized on Borrower's or any
Subsidiary's balance sheet prepared in accordance with GAAP
shall be considered expended in full on the date that Borrower
or any of its Subsidiaries enters into such Capital Lease or
contract.
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Period Amount
------ ------
Fiscal Year ending December 31, $23,000,000
1996 and each Fiscal Year
thereafter.
(b) Subsection 6.6 of the Loan Agreement is
amended by deleting said subsection in its entirety and inserting the following
in lieu thereof:
Section 6.6 Fixed Charge Coverage.
Borrower shall not permit its Fixed Charge Coverage for the
periods set forth below to be less than the amount set forth below for such
periods:
Period Ratio for Period
------ ----------------
May 1, 1996 through June 30, 1996 .90:1.0
October 1, through October 31, 1996 1.0:1.0
October 1, through November 30, 1996 1.0:1.0
October 1, through December 31, 1996 1.0:1.0
October 1, through January 31, 1997 1.0:1.0
October 1, through February 28, 1997 1.0:1.0
October 1, through March 31, 1997 1.0:1.0
October 1, through April 30, 1997 1.0:1.0
October 1, through May 31, 1997 1.0:1.0
Twelve month period ending June 30, 1997 1.0:1.0
and for each twelve month period ending on
the last day of each calendar month thereafter
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3. RATIFICATION AND REAFFIRMATION. Borrower hereby ratifies and
reaffirms each of the Loan Documents and all of Borrower's covenants, duties,
and liabilities thereunder.
4. REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants to Lender, to induce Lender to enter into this Amendment, that, except
as set forth herein, no Default or Event of Default exists on the date hereof;
the execution, delivery, and performance of this Amendment has been duly
authorized by all requisite corporate action on the part of Borrower, and this
Amendment has been duly executed and delivered by Borrower; and except as may
have been disclosed in writing by Borrower to Lender prior to the date hereof,
all of the representations and warranties made by Borrower in the Loan
Agreement are true and correct on and as of the date hereof.
5. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the internal laws of the State of Illinois.
6. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which
taken together shall be one and the same instrument.
8. EFFECTIVE DATE. Notwithstanding the date of execution hereof,
this Amendment shall be effective as of June 28, 1996.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed under seal and delivered by their respective duly authorized
officers on the date first written.
▇▇▇▇▇▇ FINANCIAL, INC.
as Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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PRECISION RESPONSE CORPORATION,
as Borrower
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Executive Vice President
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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Second Amendment to Loan and Security Agreement ("Amendment") is
made and entered into this 30th day of September, 1996, by and between
PRECISION RESPONSE CORPORATION ("Borrower"), and ▇▇▇▇▇▇ FINANCIAL, INC.
("Lender").
W I T N E S S E T H:
WHEREAS, Lender and Borrower are parties to a certain Loan and
Security Agreement dated May 1, 1996 (as amended, the "Loan Agreement")
pursuant to which Lender has made revolving and certain other financial
accommodations available to Borrower; and
WHEREAS, the parties desire to amend the Loan Agreement as hereinafter
set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. All capitalized terms used in this Amendment,
unless otherwise defined herein, shall have the meaning ascribed to such terms
in the Loan Agreement.
2. AMENDMENTS. (a) Subsection 6.5 of the Loan Agreement
is amended by deleting said subsection in its entirety and inserting the
following in lieu thereof;
Section 6.5 Capital Expenditure Limits.
The aggregate amount of all Capital Expenditures of Borrower
and its Subsidiaries (excluding trade-ins and excluding
Capital Expenditures in respect of replacement assets to the
extent funded with casualty insurance proceeds) will not
exceed the amount set forth below for each period set forth
below. In the event that Borrower or any of its Subsidiaries
enters into a Capital Lease or other contract with respect to
fixed assets, for purposes of calculating Capital Expenditures
under this subsection only, the amount of the Capital Lease or
contract initially capitalized on Borrower's or any
Subsidiary's balance sheet prepared in accordance with GAAP
shall be considered expended in full on the date that Borrower
or any of its Subsidiaries enters into such Capital Lease or
contract.
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Period Amount
------ ------
Fiscal Year ending December 31, $45,000,000
1996
Each Fiscal Year thereafter $23,000,000
(b) Subsection 6.6 of the Loan Agreement is
amended by deleting said subsection in its entirety and inserting the
following in lieu thereof.
Section 6.6 Fixed Charge Coverage.
Borrower shall not permit its Fixed Charge Coverage for the
periods set forth below to be less than the amount set forth below for such
periods:
Period Ratio for Period
------ ----------------
May 1, 1996 through June 30, 1996 .90:1.0
October 1, through April 30, 1997 1.0:1.0
October 1, through May 31, 1997 1.0:1.0
Twelve month period ending June 30, 1.0:1.0
1997 and for each twelve month period
ending on the last day of each calendar
month thereafter
3. RATIFICATION AND REAFFIRMATION. Borrower hereby ratifies and
reaffirms each of the Loan Documents and all of Borrower's covenants, duties,
and liabilities thereunder.
4. REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants to Lender, to induce Lender to enter into this Amendment, that, except
as set forth herein, no Default or Event of Default exists on the date hereof,
the execution, delivery, and performance of this Amendment has been duly
authorized by all requisite corporate action on the part of Borrower, and this
Amendment has been duly executed and delivered by Borrower; and except as may
have been disclosed in writing by Borrower to Lender prior to the date hereof
all of the representations and warranties made by Borrower in the Loan
Agreement are true and correct on and as of the date hereof.
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5. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the internal laws of the State of Illinois.
6. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which
taken together shall be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed under seal and delivered by their respective duly authorized
officers on the date first written.
▇▇▇▇▇▇ FINANCIAL, INC.,
as Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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PRECISION RESPONSE CORPORATION
as Borrower
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: VP Controller
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