EXHIBIT 10(ff)
First Amendment To Credit Agreement
To Each of the Banks Signatory Hereto
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
November 10, 1995 (the "Credit Agreement"), between the undersigned, Information
Resources, Inc., a Delaware corporation (the "Borrower"), ▇▇▇▇▇▇ Trust and
Savings Bank, as agent for the Banks (the "Agent"), and you (the "Banks"). All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Credit Agreement.
The Borrower has requested that the Banks waive the Borrower's non-
compliance as of December 31, 1996, with Section 7.6 of the Credit Agreement
(Consolidated Tangible Net Worth), amend Sections 7.6 (Consolidated Tangible Net
Worth), 7.8 (Quick Ratio), and 7.9 (Cash Flow Coverage Ratio), add an additional
financial covenant and amend the facility fee payable under Section 2.1(a) of
the Credit Agreement, and the Banks are willing to do so on the terms and
conditions set forth in this First Amendment.
1. Waiver.
The Borrower has indicated that as of December 31, 1996, it was not in
compliance with Section 7.6 of the Credit Agreement (Consolidated Tangible Net
Worth). The Borrower hereby requests the Banks waive the foregoing and, by the
Required Banks signing below, the Banks hereby agree to waive compliance with
the same for, and only for, the period ending December 31, 1996; provided,
however, that this waiver shall not become effective unless and until the
conditions set forth in Section 3 hereof have been satisfied.
2. Amendments.
Upon the execution and delivery of this First Amendment by the Borrower and
the Required Banks in the space provided for that purpose below, the Credit
Agreement shall be and hereby is amended as follows:
(a) Section 2.1(a) of the Credit Agreement shall be amended and
restated to read as follows:
"(a) Facility Fee. The Borrower shall pay to the Agent for the
ratable account of the Banks in accordance with their Percentages a
facility fee at the rate of 0.15% per annum until February 9, 1997,
and on and after February 10, 1997, at the rate per annum equal to the
Applicable Facility Fee (in each case computed on the basis of a year
of 360 days and the actual number of days elapsed) on the average
daily amount of Commitments hereunder (whether used or unused). Such
facility fee shall be payable quarter-annually in arrears on the last
day of each March, June, September and December in each year and on
the Termination Date, unless the Revolving Credit Commitments are
terminated in whole on an earlier date, in which event the facility
fee for the period to the date of such termination in whole shall be
paid on the date of such termination. For purposes hereof, the term
"Applicable Facility Fee" means .40% per annum on and after
February 10, 1997, until the next Pricing Date, and thereafter 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 Facility Fee:
Less than or equal to 1.0 to 1.0 0.40%
Greater than 1.0 to 1.0 0.15%"
(b) The definition of "Pricing Date" appearing in Section 4.1 of the
Credit Agreement shall be amended and restated to read as follows:
"Pricing Date" means, for any fiscal quarter of the Borrower
ended after the date hereof, the latest date by which the Borrower is
required to deliver a Compliance Certificate for such fiscal quarter
pursuant to Section 7.5. The Eurodollar Margin and Applicable Facility
Fee established on a Pricing Date shall remain in effect until the
next Pricing Date. If the Borrower has not delivered a Compliance
Certificate by the date such Compliance Certificate is required to be
delivered under Section 7.5, until a Compliance Certificate is
delivered before the next Pricing Date, the Eurodollar Margin shall be
1% per annum and the Applicable Facility Fee shall be .40% per annum.
If the Borrower subsequently delivers such a Compliance Certificate
before the next Pricing Date, the Eurodollar Margin and Applicable
Facility Fee established by such late delivered Compliance Certificate
shall take effect from the date of delivery until the next Pricing
Date."
(c) Section 4.1 of the Credit Agreement shall be amended to include a
new definition which shall read as follows:
"Consolidated Operating Income" means, with reference to any
period, the operating income (or operating loss) of the Borrower and
its Consolidated Subsidiaries for such period as computed on a
consolidated basis in accordance with GAAP.
(d) The last sentence of Section 7.5 of the Credit Agreement
shall be amended and restated to read as follows:
"Such certificate shall also set forth the calculations
supporting such statements in respect of Sections 7.6, 7.7, 7.8, 7.9
and 7.17 of this Agreement."
(e) Sections 7.6, 7.8, and 7.9 of the Credit Agreement shall each be
amended and restated to read as follows:
"Section 7.6. Consolidated Tangible Net Worth. The Borrower
shall, as of the last day of each quarter-annual accounting period of
the Borrower ending during the periods specified below, maintain
Consolidated Tangible Net Worth of not less than:
Consolidated Tangible
From and To and Net Worth
Including Including Shall not Be less than:
12/31/96 12/30/97 $205,000,000
12/31/97 12/30/98 $210,000,000
12/31/98 and at all times thereafter $230,000,000
; provided that the minimum required amount of Consolidated Tangible
Net Worth set forth above shall be increased by 100% of the net
proceeds received by the Borrower from any offering of equity
securities of the Borrower received at any time after December 31,
1996 (other than proceeds received from the exercise of stock options
to purchase shares of the Borrower's common stock existing as of the
date of this Agreement)."
"Section 7.8. Quick Ratio. The Borrower shall, as of the last day
of each quarter-annual accounting period of the Borrower, maintain a
Consolidated Quick Ratio of not less than 1.1 to 1.0."
"Section 7.9. 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
Including Including be less than:
12/31/96 03/30/98 .80 to 1.0
03/31/98 and at all times thereafter 1.00 to 1.0
(f) Section 7 of the Credit Agreement shall be amended to include a
new Section 7.17 which shall read as follows:
"Section 7.17. Consolidated Operating Income. The Borrower shall
have Consolidated Operating Income for the fiscal quarter ending
March 31, 1997, of not less than ($2,000,000), and the Borrower shall
have Consolidated Operating Income for each fiscal quarter ending
after March 31, 1997, of not less than $1."
(g) Section 8.1(b) of the Credit Agreement shall be amended and
restated to read as follows:.
"(b) default in the observance or performance of any covenant set
forth in Sections 7.5(e), 7.6, 7.7, 7.8, 7.9, 7.10, 7.13, 7.14 or 7.17
hereof; or"
(h) The Covenant Compliance Certificate worksheet attached to Schedule
7.5 of the Credit Agreement shall be amended and restated to read as set
forth on Exhibit A attached hereto.
3. Conditions Precedent.
The effectiveness of this First Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Borrower, the Agent and the Required Banks shall have executed
and delivered this First Amendment.
(b) Legal matters incident to the execution and delivery of this First
Amendment shall be satisfactory to the Agent and its counsel.
4. Representations.
In order to induce the Banks to execute and deliver this First Amendment,
the Borrower hereby represents to the Banks that as of the date hereof, and
after giving effect to this First Amendment, 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 full compliance
with all of 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 First Amendment.
5. Miscellaneous.
(a) 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 First 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.
(b) 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 First Amendment, including the fees and expenses of counsel
for the Agent.
(c) This First 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 First Amendment by signing any such counterpart and each
of such counterparts shall for all purposes be deemed to be an original. This
First Amendment shall be governed by the internal laws of the State of Illinois.
Dated as of February 10, 1997.
Information Resources, Inc.
By
Its
Accepted and agreed to as of the date and year last above written.
▇▇▇▇▇▇ Trust and Savings Bank,
individually and as Agent
By
Its
Bank of America Illinois
By
Its
LaSalle National Bank (as assignee of
Comerica Bank-Illinois)
By
Its
Exhibit A
First Amendment to Credit Agreement
Attachment To Compliance Certificate
Information Resources, Inc.
Compliance Calculations for Credit Agreement
Dated as of November 10, 1995
Calculations as of ____________, _____
--------------------------------------------------------------------------------
A. Consolidated Tangible Net Worth (Section 7.6)
1. Consolidated total assets $_________
2. Goodwill $_________
3. Line A.1 minus A.2 $_________
4. Consolidated Total Liabilities $_________
5. Line A.3 minus A.4 (Consolidated Tangible
Net Worth) $_________
6. Line A.5 shall not be less than $_________
B. Leverage Ratio (Section 7.7)
1. Consolidated Total Liabilities (Line
A.4 above) $_________
2. Consolidated Tangible Net Worth (Line
A.5 above) $_________
3. Ratio of Line B.1 to B.2 ____ : 1.0
4. Line B.3 Ratio shall not be more than 0.75 : 1.0
C. Consolidated Quick Ratio (Section 7.8)
1. Cash and cash equivalent $_________
2. Accounts receivable net of reserves $_________
3. Outstanding principal of Oracle Escrow $_________
4. Sum of Lines C.1, C.2 and C.3 $_________
5. Ratio of Line C.1 to C.4 (Consolidated
Quick Ratio) ____ : 1.0
6. Line C.5 Ratio shall not be less than 1.1 : 1.0
D. Cash Flow Coverage Ratio (Section 7.9)
1. Consolidated Net Income $_________
2. Consolidated Interest Expense $_________
3. Income Taxes $_________
4. Depreciation and Amortization $_________
5. Amortization of InfoScan Costs and Software
Costs $_________
6. Net Proceeds from Equity Security Offerings $_________
7. Net Proceeds from Subordinated Debt $
==========
8. Sum of Lines D.1 through D.7 (Consolidated
Cash Flow) $
==========
9. Principal payments on Indebtedness for
Borrowed Money $_________
10. Consolidated Interest Expense $_________
11. Capital Expenditures $_________
12. Dividends $_________
13. Cash Payments made in connection with
InfoScan Costs and Software Costs $_________
14. Cash Investments $_________
15. Sum of Lines D.9 through D.14 (Consolidated
Fixed Charges) $
==========
16. Ratio of Line D.8 to D.15 ____ : 1.0
17. Line D.16 Ratio shall not be less than ____ : 1.0
E. Consolidated Operating Income (Section 7.17)
1. Consolidated Operating Income for fiscal quarter
then ended $_________
2. Line E.1 shall not be less than $_________
