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EXHIBIT 10.14
AMENDMENT TO AGREEMENT NO. 1
TO CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT is made and entered into this 13th day of May,
1998, by and among XXXXX HEALTHPLAN SERVICES, INC., a Florida corporation
(herein called the "Borrower"), NATIONSBANK, N.A. (the "Agent"), as Agent for
the lenders (the "Lenders") party to a Credit Agreement dated March 27, 1998
among such Lenders, Borrower and the Agent, as amended (the "Agreement") and
Lenders party to this Amendment Agreement.
WITNESSETH:
WHEREAS, the Borrower, the Agent and the Lenders have entered into the
Agreement pursuant to which the Lenders have agreed to make revolving loans to
the Borrower in the principal amount of $65,000,000 as evidenced by the Notes
(as defined in the Agreement); and
WHEREAS, the Lender has agreed to provide to Borrower Loans of up to
$10,000,000 thereby increasing the Total Revolving Credit Commitment to
$75,000,000 and the parties hereto desire to amend the Agreement in the manner
herein set forth effective as of the date hereof;
NOW, THEREFORE, the Borrower, the Agent and the Lender to hereby agree as
follows:
1. Definitions. The term "Agreement" as used herein and in the Loan
Documents (as defined in the Agreement) shall mean the Agreement as hereby
amended and modified. Unless the context otherwise requires, all terms used
herein without definition shall have the definition provided therefor in the
Agreement.
2. Amendments. Subject to the conditions hereof, the Agreement is
hereby amended; effective as of the date hereof, by deleting Exhibit A and
inserting in lieu thereof Exhibit A attached hereto, and the Lender agrees by
the execution of this Amendment Agreement that is shall be a party to the
Agreement and shall provide to the Borrower its Revolving Credit Commitment.
3. Representations and Warranties. The Borrower hereby certifies that:
(a) The representations and warranties made by Borrower in Article
VI thereof are true on and as of the date hereof except that the financial
statements referred to in Section 6.6(a) shall be most recently furnished
to each Lender pursuant to Section 7.1(a) and (b);
(b) There has been no material change in the condition, financial
or otherwise, of the Borrower and its Subsidiaries since the date of the
most recent financial reports of the Borrower received by each Lender
under Section 7.1 thereof, other than changes in the ordinary course of
business, none of which has been a material adverse change;
(c) The business and properties of the Borrower and its
Subsidiaries are not, and since the date of the most recent financial
report of the Borrower and its Subsidiaries
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received by each Lender under Section 7.1 thereof have not been,
adversely affected in any substantial way as the result of any fire,
explosion, earthquake, accident, strike, lockout, combination of
workers, flood, embargo, riot, activities of armed forces, war or acts
of God or the public enemy, or cancellation or loss of any major
contracts; and
(d) No event has occurred and no condition exists which, upon
the consummation of the transaction contemplated hereby, constituted a
Default or an Event of Default on the part of the Borrower under the
Agreement or the Notes either immediately or with the lapse of time or
the giving of notice, or both.
4. Conditions. As a condition to the effectiveness of this
Amendment Agreement, the Borrower shall deliver, or cause to be delivered to the
Agent, the following:
(a) Four (4) executed counterparts of this Amendment
Agreement; and
(b) A fully-executed executed Note payable to the Lender in
the amount of Lender's Revolving Credit Commitment.
5. Other Documents. All instruments and documents incident to
the consummation of the transactions contemplated hereby shall be satisfactory
in form and substance to the Agent and its counsel; the Agent shall have
received copies of all additional agreements, instruments and documents which it
may reasonably request in connection therewith, including evidence of the
authority of Borrower to enter into the transactions contemplated by this
Amendment Agreement, in each case such documents, when appropriate, to be
certified by appropriate corporate or governmental authorities; and all
proceedings of the Borrowers relating to the matters provided for herein shall
be satisfactory to the Agent and its counsel.
6. Entire Agreement. This Amendment Agreement sets forth the
entire understanding and agreement of the parties hereto in relation to the
subject matter hereof and supersedes any prior negotiations and agreements among
the parties relative to such subject matter. No promise, conditions,
representation or warranty, express or implied, not herein set forth shall bind
any party hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement or otherwise expressly stated, no
representations, warranties or commitments, express or implied, have been made
by any other party to the other. None of the terms of conditions of this
Amendment Agreement may be changed, modified, waived or canceled orally or
otherwise, except by writing, signed by all the parties hereto, specifying such
change, modification, waiver or cancellation of such terms or conditions, or of
any proceeding or succeeding breach thereof.
7. Full Force and Effect of Agreement. Except as hereby
specifically amended, modified or supplemented, the Agreement and all of the
other Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.
XXXXX HEALTHPLAN SERVICES, INC.
WITNESS:
/s/ X.X. Xxxxxxxx
----------------------------- By: /s/ Xxxxx X. Xxxxxx, III
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/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxx, III
----------------------------- Title: Chief Financial Officer and Treasurer
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NATIONSBANK, NATIONAL ASSOCIATION,
as agent
By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Senior Vice President
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FLEET NATIONAL BANK
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Name: XXXXXX XXXXXX
--------------------------------
Title: VICE PRESIDENT
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Lending Office:
One Federal Street
MA OF DO4J
Xxxxxx, Xxxxxxxxxxxxx 00000
Wire Transfer Instructions:
Fleet National Bank
Xxxxxx, Xxxxxxxxxxxxx 00000
ABA #000000000
ATTENTION: Commercial Loan Services
REFERENCE: 151035103156
Xxxxx HealthPlan Services
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EXHIBIT A
Applicable Commitment Percentages
Applicable
Revolving Credit Commitment
Lender Commitment Percentage
------ ---------- ----------
NationsBank, National Association $15,000,000.00 20.00000000%
First Union National Bank $15,000,000.00 20.00000000%
SouthTrust Bank, National Association $15,000,000.00 20.00000000%
AmSouth Bank $10,000,000.00 13.00000000%
Bank One, Kentucky, NA $10,000,000.00 13.33333333%
Fleet National Bank $10,000,000.00 13.33333333%
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Total $75,000,000.00 100%
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