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EXHIBIT 10(gg)
INFORMATION RESOURCES, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (herein, the "Amendment") is
entered into as of February 9, 2000, between Information Resources, Inc., the
Banks party thereto, and ▇▇▇▇▇▇ Trust and Savings Bank, as Agent for the Banks.
PRELIMINARY STATEMENTS
A. The Borrower and the Banks entered into a certain Credit Agreement,
dated as of October 31, 1997 (the Credit Agreement, as amended prior to the date
hereof, being referred to herein as the "Credit Agreement"). All capitalized
terms used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement.
B. The Borrower and the Required Banks have agreed to (i) amend the
Cash Flow Coverage Ratio, (ii) amend the Eurodollar Margin, (iii) amend the
Commitment Fee, and (iv) make certain other amendments to the Credit Agreement,
under the terms and conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. WAIVER.
The Borrower has informed the Agent and the Banks that as of December
31, 1999, the Borrower was not in compliance with Section 7.8 of the Credit
Agreement (Cash Flow Coverage Ratio). The Borrower has requested that the Banks
waive compliance with Section 7.8 of the Credit Agreement and, by signing below,
the Required Banks hereby agree to waive compliance with Section 7.8 of the
Credit Agreement through the period ending on (but not after) December 31, 1999.
Notwithstanding anything herein to the contrary, the waiver in this Section 1
shall not become effective unless and until the conditions precedent set forth
in Section 3 hereof have been satisfied.
SECTION 2. AMENDMENTS.
2.1. The definition of "Eurodollar Margin" appearing in Section 1.3(b)
of the Credit Agreement shall be amended and restated to read as follows:
"Eurodollar Margin" means, from one Pricing Date to the next,
a rate per annum determined in accordance with the following
schedule:
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CASH FLOW COVERAGE RATIO
FOR SUCH PRICING DATE: EURODOLLAR MARGIN:
Less than 0.90 to 1.0 1.80%
Equal to or greater than 0.90 to 1.0, but less
than 1.0 to 1.0 1.35%
Equal to or greater than 1.0 to 1.0, but less
than or equal to 1.05 to 1.0 1.20%
Greater than 1.05 to 1.0 1.00%
The Borrower and the Banks acknowledge and agree that from and
after the effective date of the Second Amendment to Credit
Agreement dated as of February 9, 2000, by and among the
Borrower, the Banks, and the Agent (the "Second Amendment"),
and retroactive to January 1, 2000, the Eurodollar Margin
shall be 1.80%, and the Eurodollar Margin shall not be
adjusted until the Pricing Date occurring after the Agent's
receipt of the Borrower's June 30, 2000 financial statements
and corresponding compliance certificate.
2.2. The last sentence of Section 2.1 of the Credit Agreement shall be
amended and restated to read as follows:
For purposes hereof, the term "Applicable Commitment Fee"
means, from one Pricing Date to the next, a rate per annum
determined in accordance with the following:
CASH FLOW COVERAGE RATIO
FOR SUCH PRICING DATE: APPLICABLE COMMITMENT FEE:
Less than 0.90 to 1.0 0.35%
Equal to or greater than 0.90 to 1.0, but
less than 1.0 to 1.0 0.25%
Equal to or greater than 1.0 to 1.0, but less
than or equal to 1.05 to 1.0 0.20%
Greater than 1.05 to 1.0 0.15%
The Borrower and the Banks acknowledge and agree that from and
after the effective date of the Second Amendment and
retroactive to January 1, 2000, the Applicable Commitment Fee
shall be .35%, and the Applicable Commitment Fee shall not be
adjusted until the Pricing Date occurring after the Agent's
receipt of the Borrower's
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June 30, 2000 financial statements and corresponding
compliance certificate.
2.3. Section 7.8 of the Credit Agreement shall be amended and restated
to read as follows:
Section 7.8. Cash Flow Coverage Ratio. The Borrower shall, as
of the last day of each quarter-annual accounting period of
the Borrower ending during the periods specified below,
maintain the ratio of Consolidated Cash Flow for the four
fiscal quarters of the Borrower then ended to Consolidated
Fixed Charges for the same four fiscal quarters then ended
(the "Cash Flow Coverage Ratio") of not less than:
CASH FLOW COVERAGE
FROM AND TO AND RATIO SHALL NOT BE LESS
INCLUDING INCLUDING THAN:
1/1/00 9/29/00 .75 to 1.0
9/30/00 12/30/00 .80 to 1.0
12/31/00 6/29/01 1.0 to 1.0
6/30/01 and at all times thereafter 1.05 to 1.0
SECTION 3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
3.1. The Borrower and the Required Banks shall have executed and
delivered this Amendment.
3.2. The Agent shall have received copies (executed or certified, as
may be appropriate) of all legal documents or proceedings taken in connection
with the execution and delivery of this Amendment to the extent the Agent or its
counsel may reasonably request.
3.3. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Agent and its counsel.
3.4. The Agent shall have received for the benefit of each Bank
executing this Amendment on or before February 8, 2000, an amendment fee equal
to 0.20% of the Commitment of such Bank.
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SECTION 4. REPRESENTATIONS.
In order to induce the Banks to execute and deliver this Amendment,
the Borrower hereby represents to the Banks that as of the date hereof, and
after giving effect to the waiver set forth in Section 1 above, the
representations and warranties set forth in Section 5 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 5.4 shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Banks) and the Borrower is in
compliance with the terms and conditions of the Credit Agreement and no Default
or Event of Default has occurred and is continuing under the Credit Agreement or
shall result after giving effect to this Amendment.
SECTION 5. MISCELLANEOUS.
5.1. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
5.2. The Borrower agrees to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation, execution
and delivery of this Amendment and the replacement Notes, including the fees and
expenses of counsel for the Agent.
5.3. This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
[SIGNATURE PAGES TO FOLLOW]
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This Second Amendment to Credit Agreement is dated as of the date
first above written.
INFORMATION RESOURCES, INC.
By
Name
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Title
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Accepted and agreed to as of the date and year first above written.
▇▇▇▇▇▇ TRUST AND SAVINGS BANK, in its
individual capacity as a Bank and as Agent
By
Name
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Title
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LASALLE NATIONAL BANK
By
Name
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Title
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THE BANK OF NEW YORK
By
Name
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Title
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