FIRST AMENDMENT
TO THE
CREDIT AGREEMENT
Dated as of December 31, 1998
This FIRST AMENDMENT dated as of December 31, 1998 (this "First
Amendment") is between CORE, INC., a Massachusetts corporation (the
"Borrower"), and FLEET NATIONAL BANK, a national banking association (the
"Bank").
PRELIMINARY STATEMENTS. The Borrower and the Bank entered into a Credit
Agreement dated as of August 31, 1998 (the "Credit Agreement"). The Borrower
has requested the Bank to amend the Commitment reduction schedule and fix
the date for entering into interest rate protection agreements and the Bank
has agreed to such request.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the Borrower and the Bank agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT. Effective as of the
effective date hereof and subject to the satisfaction of the conditions
precedent set forth in Section 2 hereof, the Credit Agreement is hereby
amended as follows:
(a) SUBSECTION (a) OF SECTION 2.5 (MANDATORY REDUCTION OF
COMMITMENT) of the Credit Agreement is amended by decreasing to
$500,000 the mandatory Commitment reduction required on December 31,
1998 and by adding the requirement for a $500,000 mandatory Commitment
reduction on January 29, 1999. All other Commitment reduction amounts
and dates shall remain unchanged.
(b) SECTION 5.14 (INTEREST RATE PROTECTION) is deleted and
replaced with the following:
"On or before January 15, 1999, the Borrower shall
enter into interest rate protection arrangements
covering the amount of the Commitment, on terms
and conditions satisfactory to the Bank."
(c) SUBSECTION (c) OF SECTION 7.1 (EVENTS OF DEFAULT) is amended
by adding "Section 5.14" to clause (i) thereof.
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(d) SCHEDULE 4.4 TO THE CREDIT AGREEMENT is deleted and replaced
with SCHEDULE 4.4 to the First Amendment to the Credit Agreement
dated as of December 31, 1998 between the Borrower and the Bank.
Section 2. CONDITIONS OF EFFECTIVENESS. This First Amendment shall
become effective when, and only when, the Bank shall have received a
counterpart of this First Amendment executed by the Borrower and an amendment
fee of $5,000.
Section 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The
Borrower represents as follows:
(a) The execution, delivery and performance by the Borrower of
this First Amendment has been duly authorized by all necessary
corporate action and does not and will not (a) require any consent or
approval of its shareholders; (b) violate any provisions of its
certificate of incorporation or by-laws; (c) violate any provision of
or require any filing, registration, consent or approval under, any
law, rule, regulation (including without limitation, Regulation U and
X), order, writ, judgment, injunction, decree, determination or award
presently in effect having applicability to and binding upon the
Borrower or any Subsidiary; (d) result in a breach of or constitute a
default or require any consent under any indenture, mortgage or loan
or credit agreement or any other material agreement, lease or
instrument to which the Borrower or any Subsidiary is a party or by
which it or its Properties may be bound; or (e) result in, or require,
the creation or imposition of any Lien upon or with respect to any of
the Properties now owned or hereafter acquired by the Borrower.
(b) The representations and warranties contained in Article 4 of
the Credit Agreement, as amended by this First Amendment, are correct
in all material respects on and as of the date hereof as though made
on and as of the date hereof.
(c) No Event of Default or Default has occurred and is
continuing or would result from the signing of this First Amendment or
the transactions contemplated hereby.
(d) There has been no material adverse change in the financial
condition, operations, Properties, business or business prospects of
the Borrower and its Subsidiaries, if any, since the date of the last
financial statements furnished to the Bank.
(e) No actions, suits or proceedings or investigations are
pending or, as far as the Borrower can reasonably foresee, threatened
against or affecting the Borrower or any Subsidiary, or any Property
of any of them before any court, governmental agency or arbitrator,
which if determined adversely to the Borrower or any Subsidiary would
in any one case or in the aggregate have a Materially Adverse Effect.
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(f) No information, exhibit or report furnished in writing by or
on behalf of the Borrower or any officer or director of the Borrower
to the Bank in connection with the negotiation of, or pursuant to the
terms of this First Amendment, contained when made any material
misstatement of fact or omitted to state a material fact necessary to
make the statements contained therein not misleading.
Section 4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this First Amendment, on and after
the date hereof, each reference in the Credit Agreement to "this
Credit Agreement", "hereunder", "hereof", "herein" or words of the
like import shall mean and be a reference to the Credit Agreement as
amended hereby.
(b) Except as specifically amended above, the Credit Agreement
shall remain in full force and effect and is hereby ratified and
confirmed.
(c) The execution, delivery and effectiveness of this First Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Bank under the Credit Agreement, nor
constitute a waiver of any provision of the Credit Agreement.
Section 5. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on
demand all costs and expenses of the Bank in connection with the preparation,
execution and delivery of this First Amendment including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel for the Bank with
respect thereto.
Section 6. EXECUTION IN COUNTERPARTS. This First Amendment may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same instrument.
Section 7. GOVERNING LAW. This First Amendment shall be governed
by, and construed in accordance with, the laws of the State of Connecticut.
Section 8. DEFINED TERMS. Capitalized terms used herein which are
not expressly defined herein shall have the meanings ascribed to them in the
Credit Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers thereunto duly authorized, as of
the date first above written.
CORE, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: EVP & CFO
FLEET NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: SVP
SCHEDULE 4.4
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
DATED 12/31/98
BETWEEN CORE, INC. AND FLEET NATIONAL BANK
The Litigation status of CORE, INC. and each of its subsidiaries:
CORE, INC.
See TCM Services, below
CORE MANAGEMENT INC. (DELAWARE)
None
CORE MANAGEMENT, INC. (CALIFORNIA)
None
CORE SECURITIES CORP.
None
COST REVIEW SERVICES, INC.
None
INTEGRATED BEHAVIORAL HEALTH
None
PROTOCOL WORK SYSTEMS, INC.
None
SSDC CORP.
None
TCM SERVICES, INC.
Arbitration has been initiated with American Arbitration Association
("AAA") in Atlanta, Georgia by Transcend Services, Inc. and Transcend Case
Management, Inc. (collectively "Transcend") against CORE, INC. and its
wholly-owned subsidiary TCM Services, Inc. Management of CORE, INC. believes
it has meritorious defenses to the claims made by Transcend, intends to
vigorously defend against such claims and intends to assert counterclaims
against Transcend in the arbitration. A copy of Transcend's filing with the
AAA has been supplied to Fleet Bank.
DISABILITY REINSURANCE MANAGEMENT SERVICES, INC.
None*
*Notwithstanding the above, Disability Reinsurance Management Services,
Inc. ("DRMS") has been notified of the following claims against DRMS clients
which may impact DART results:
1. FORT DEARBORN - Claim for Fibromyalgia received 4/3/96. Claim denied
1/8/97 based on lack of any objective medical evidence to support the
claim. Appealed 1/31/97 and denial upheld 6/24/97. Lawsuit filed against
Fort Dearborn on 4/15/98. We are jointly trying to settle this lawsuit
with claimant. DART liability $808/month with potential duration to
5/25/2002.
2. SHENANDOAH - Claim for Syncope (fainting) received 1/2/97. Five months
of benefits paid to date. DART liability $719/month up to an additional 19
months.
3. PROTECTIVE LIFE INSURANCE COMPANY - While Protective has not yet been
named in the suit, they have notified us that one of our joint claimants
has filed suit against their employer contending that they violated the
Americans with Disabilities Act (ADA). The Employer purchased a contract
from Protective Life which limits benefits for Mental & Nervous conditions
to 24 months while paying claims to age 65 for other types of disabilities.
Claimant now contends that he has physical disabilities and has been
awarded Social Security benefits based on these disabilities.
