SECOND AMENDMENT
TO THE
CREDIT AGREEMENT
Dated as of February 19, 1999
This SECOND AMENDMENT dated as of February 19, 1999 (this "Second
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, which Credit Agreement was amended by
a First Amendment to the Credit Agreement dated as of December 31, 1998 (as
so amended, the "Credit Agreement"). The initial maximum Commitment under
the Credit Agreement was $17,000,000 but has been reduced to $16,000,000 as a
result of two scheduled Commitment reductions prior to the date hereof. The
Borrower has now requested that the Bank amend the Credit Agreement to
restore the maximum Commitment to $17,000,000, subject to a revised schedule
of mandatory Commitment reductions. The Bank has agreed to such request upon
certain terms and conditions.
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 shall be
amended so that (a) the amount of the Commitment under the Credit Agreement
shall be up to, but not exceeding in aggregate principal amount at any one
time outstanding, the amount of $17,000,000 and (b) subsection (a) of Section
2.5 (Mandatory Reduction of Commitment) of the Credit Agreement shall be
deleted and replaced with the following:
(a) On each of the dates indicated below, commencing on March 31, 1999,
the Commitment of the Bank shall be reduced automatically in the following
amounts:
Mandatory
Date Commitment Amount Available
---- Reduction After Reduction
---------- ----------------
March 31, 1999 $1,000,000 $16,000,000
May 19, 1999 $1,000,000 $15,000,000
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Mandatory
Date Commitment Amount Available
---- Reduction After Reduction
---------- ----------------
June 30, 1999 $250,000 $14,750,000
September 30, 1999 $250,000 $14,500,000
December 31, 1999 $750,000 $13,750,000
March 31, 2000 $750,000 $13,000,000
June 30, 2000 $750,000 $12,250,000
September 30, 2000 $750,000 $11,500,000
December 31, 2000 $875,000 $10,625,000
March 31, 2001 $875,000 $9,750,000
June 30, 2001 $875,000 $8,875,000
September 30, 2001 $875,000 $8,000,000
December 31, 2001 $1,000,000 $7,000,000
March 31, 2002 $1,000,000 $6,000,000
June 30, 2002 $1,000,000 $5,000,000
September 30, 2002 $1,000,000 $4,000,000
December 31, 2002 $1,000,000 $3,000,000
March 31, 2003 $1,000,000 $2,000,000
June 30, 2003 $1,000,000 $1,000,000
August 31, 2003 $1,000,000 $0
Section 2. CONDITIONS OF EFFECTIVENESS. This Second Amendment shall
become effective when, and only when, the Bank shall have received a
counterpart of this Second Amendment executed by the Borrower and an
amendment fee of $10,000.
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Section 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The
Borrower represents as follows:
(a) The execution, delivery and performance by the Borrower of this
Second 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 Second 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 Second 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.
(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 Second 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.
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Section 4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this Second 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 Second
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 Second 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 Second 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 Second 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 Second 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/ Xxxxxxx X. Xxxxxxx
----------------------------
Name: XXXXXXX X. XXXXXXX
TITLE: VICE PRESIDENT
