EXHIBIT 10.12
SIXTH AMENDMENT TO CREDIT AGREEMENT
This Amendment, dated as of December 15, 1998 (this "Amendment") is entered
into by and between MEDE AMERICA CORPORATION, a Delaware corporation (the
"Company") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the
"Bank").
RECITALS
The Company and the Bank are parties to a Credit Agreement dated as of
December 18, 1995, as amended (the "Credit Agreement"), pursuant to which the
Bank extended a revolving credit facility. Capitalized terms used and not
otherwise defined or amended in this Amendment shall have the meanings
respectively assigned to them in the Credit Agreement.
The Company has requested that the Bank modify the financial covenants and
waive non-compliance with the financial covenants for the period ending
September 30, 1998. In order to induce the Bank to agree to the foregoing, the
Bank has requested, and the Company has agreed, to pay an Amendment fee. The
Company has requested that the Bank enter into this Amendment in order to
approve and reflect the foregoing, and the Bank has agreed to do so, all upon
the terms and provisions and subject to the conditions hereinafter set forth.
AGREEMENT
In consideration of the foregoing and the mutual covenants and agreement
hereinafter set forth, the parties hereto mutually agree as follows:
A. AMENDMENTS
1. Amendment of Section 7.15. Section 7.15 is hereby amended and restated
as follows:
7.15 Maximum Leverage Ratio. The Leverage Ratio at the end of each
quarterly period shall not exceed the ratio set forth below for the periods
set forth below:
Quarter Ending Maximum Ratio
-------------- -------------
September 30, 1998 3.00
December 31, 1998 6.80
March 31, 1999 6.20
June 30, 1999 4.50
September 30, 1999 and
and thereafter 4.10
For purposes of calculating the Leverage Ratio hereunder, (i) EBITDA
shall include EBITDA of the Company and its Subsidiaries adjusted, on a pro
forma basis, to include the EBITDA for the applicable period of any
business acquired by the Company; and (ii) Indebtedness shall include
Indebtedness of the Company and its Subsidiaries.
2. Amendment of Section 7.16. Section 7.16 is hereby amended and restated
as follows:
7.16 Minimum Interest Coverage Ratio. The Minimum Interest Coverage
Ratio for each fiscal quarter shall not be less than the ratio set forth
below at the end of each fiscal quarter for the periods set forth below:
Quarter Ending Maximum Ratio
-------------- -------------
September 30, 1998 3.00
December 31, 1998 1.65
March 31, 1999 1.70
June 30, 1999 2.20
September 30, 1999
and thereafter 2.30
For purposes of calculating the Minimum Interest Coverage Ratio hereunder,
EBITDA and cash interest expense shall include, respectively, EBITDA and cash
interest expense of the Company and its Subsidiaries adjusted, on a pro forma
basis, to include the EBITDA and incremental projected cash interest expenses if
any, with respect to the acquisition of any business acquired by the Company
during the two fiscal quarters prior to the date of calculation of the Minimum
Interest Coverage Ratio.
B. WAIVER.
The Company has requested and the Bank has agreed to waive compliance with
Sections 7.15 and 7.16 for the period ending September 30, 1998.
C. REPRESENTATIONS AND WARRANTIES
The Company hereby represents and warrants to the Bank that:
1. No Event of Default specified in the Credit Agreement and no event which
with notice or lapse of time or both would become such an Event of Default has
occurred and is continuing;
2. The representations and warranties of the Company pursuant to the Credit
Agreement are true on and as of the date hereof as if made on and as of said
date;
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3. The making and performance by the Company of this Amendment have been
duly authorized by all corporate action; and
4. No consent, approval, authorization, permit or license from any federal
or state regulatory authority is required in connection with the making or
performance of the Credit Agreement as amended hereby.
D. CONDITIONS PRECEDENT
This Amendment will become effective as of December 15, 1998 provided that
the Bank shall have received in form and substance satisfactory to the Bank, all
of the following:
1. Executed counterparts of this Amendment.
2. Payment of an amendment fee in the amount of $54,000.
E. MISCELLANEOUS
1. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with same effect as if the signatures thereto and
hereto were upon the same instrument.
2. Except as herein specifically amended, all terms, covenants and
provisions of the Credit Agreement shall remain in full force and effect and
shall be performed by the parties hereto according to its terms and provisions
and all references therein or in the Exhibits shall henceforth refer to the
Credit Agreement as amended by this Amendment.
3. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written.
MEDE AMERICA CORPORATION
By: _______________________________________
Title: ____________________________________
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: _______________________________________
Title: ____________________________________
ACKNOWLEDGED AND AGREED:
WELSH, CARSON, XXXXXXXX & XXXXX V, L.P.
By: WCAS V PARTNERS
Its General Partner
By: ________________________
Its General Partner
WELCH, CARSON, XXXXXXXX & XXXXX VI, L.P.
By: WCAS VI PARTNERS
Its General Partner
By: __________________________
Its General Partner
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XXXXXXX XXXXX LEVERAGED CAPITAL FUND
LIMITED PARTNERSHIP
By: XXXXXXX XXXXX LEVERAGED CAPITAL
MANAGEMENT, L.P.
By: XXXXXXX XXXXX & COMPANY,
General Partner
By: ______________________
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