EXHIBIT 10.15(f)
SIXTH AMENDMENT
THIS SIXTH AMENDMENT to the Credit Agreement referred to below (this
"Sixth Amendment"), is made and entered into as of this 17th day of March, 1998
by and among HEALTHPLAN SERVICES CORPORATION, a corporation organized under the
laws of Delaware (the "Borrower"), certain Subsidiaries of the Borrower
identified on the signature pages hereto, the Lenders party to such Credit
Agreement, and FIRST UNION NATIONAL BANK (f/k/a First Union National Bank of
North Carolina), as Agent for the Lenders.
STATEMENT OF PURPOSE
The Lenders have extended certain credit facilities to the Borrower
pursuant to the Credit Agreement dated as of May 17, 1996 (as amended by the
First Amendment thereto dated as of July 1, 1996, as amended by the Second
Amendment thereto dated as of September 26, 1996, as amended by the Letter
Agreement dated as of March 28, 1997, as amended by the Third Amendment thereto
dated as of May 6, 1997, as amended by the Fourth Amendment thereto dated as of
June 13, 1997, as amended by the Fifth Amendment dated as of October 30, 1997,
and as may be further amended, restated or otherwise modified, the "Credit
Agreement"), by and among the Borrower, the Lenders party thereto and the Agent.
The Borrower has requested that the Lenders amend the Credit Agreement
to permit the Borrower to increase the amount of its present investment in a
corporation formed and capitalized jointly by the Borrower and Xxxxx
Enterprises, Inc. (the "Joint Venture") and to permit the Borrower to guaranty
certain Debt of the Joint Venture.
The Lenders have agreed to amend the Credit Agreement, but only on the
terms and conditions set forth below in this Sixth Amendment.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized undefined terms used in this
Sixth Amendment shall have the meanings assigned thereto in the Credit
Agreement.
2. AMENDMENTS TO THE CREDIT AGREEMENT.
(a) Section 1.1 of the Credit Agreement is hereby amended by
deleting the word "and" immediately preceding clause (e) of the definition of
"DEBT" and inserting the clause "(f) all Guarantees" at the end of such clause
(e) immediately prior to the period at the end thereof.
(b) Section 9.2 of the Credit Agreement is hereby amended by
deleting the period at the end of such Section 9.2 and inserting the following
text in lieu thereof:
"and (c) a Guarantee, in form and substance reasonably
acceptable to the Agent, of up to $37,500,000 of Debt
obligations of a corporation (the "Joint Venture") formed and
capitalized jointly by the Borrower and Xxxxx Enterprises, Inc.
(the "Joint Venture Guarantee")."
(c) Section 9.4(g) of the Credit Agreement is hereby amended
by deleting the Dollar amount of "$15,000,000" therein and substituting the
Dollar amount "$17,000,000" in lieu thereof.
3. OTHER AGREEMENTS.
(a) The parties hereto agree that for purposes of calculating the
amount of the Borrower's Debt in connection with the Credit Agreement, the Joint
Venture Guarantee shall be valued at $37,500,000.
(b) The parties hereto agree that until such time as the Joint
Venture Guarantee is released or the underlying Debt subject to such Joint
Venture Guarantee is paid in full, the aggregate principal amount of all Loans
(after giving effect to any amount requested) shall not exceed the lesser of (i)
the Aggregate Commitment LESS $37,500,000 and (ii) the Earnings Multiple LESS
$37,500,000.
4. CONDITIONS. The effectiveness of this Sixth Amendment shall be
conditioned upon receipt by the Agent of (i) a copy of this Sixth Amendment duly
executed by the Agent, the Borrower and Lenders constituting Required Lenders,
(ii) receipt of a fully executed copy of the Joint Venture Guarantee, and (iii)
any other document or instrument reasonably requested by it in connection with
the execution of this Amendment.
5. LIMITED AMENDMENT. Except as expressly amended herein, the Credit
Agreement and each other Loan Document shall continue to be, and shall remain,
in full force and effect. This Sixth Amendment shall not be deemed (a) to be a
waiver of, or consent to, or a modification or amendment of, any other term or
condition of the Credit Agreement or any other Loan Documents or (b) to
prejudice any other right or rights which the Agent or Lenders may now have or
may have in the future under or in connection with the Credit Agreement or the
Loan Documents or any of the instruments or agreements referred to therein, as
the same may be amended, restated or otherwise modified from time to time.
6. REPRESENTATIONS AND WARRANTIES. By its execution hereof, the Borrower
hereby certifies on behalf of itself and the other Credit Parties that each of
the representations and warranties set forth in the Credit Agreement and the
other Loan Documents is true and correct as of the date hereof as if fully set
forth herein and that as of the date hereof (and after giving effect to the
waiver set forth in Section 3 hereof) no Default or Event of Default has
occurred and is continuing.
7. EXPENSES. The Borrower shall pay all reasonable out-of-pocket
expenses of the Agent in connection with the preparation, execution and delivery
of this Sixth Amendment, including without limitation, the reasonable fees and
disbursements of counsel for the Agent.
8. GOVERNING LAW. This Sixth Amendment shall be governed by and
construed in accordance with the laws of the State of North Carolina.
9. COUNTERPARTS. This Sixth Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment
to be duly executed as of the date and year first above written.
BORROWER:
[CORPORATE SEAL] HEALTHPLAN SERVICES CORPORATION
By: /s/ XXXXXX X. XXXXX
-------------------
Name: Xxxxxx X. Xxxxx
Title: Treasurer
OTHER CREDIT PARTIES:
[CORPORATE SEAL] HEALTHPLAN SERVICES, INC.
[CORPORATE SEAL] HEALTHCARE INFORMATICS CORPORATION
[CORPORATE SEAL] AMERICAN BENEFIT PLAN ADMINISTRATORS, INC.
[CORPORATE SEAL] BENEFITS MANAGEMENT CONSULTING, INC.
[CORPORATE SEAL] EMPLOYEE BENEFIT SERVICES, INC.
[CORPORATE SEAL] GROUP BENEFIT ADMINISTRATORS INSURANCE
AGENCY, INC.
[CORPORATE SEAL] HEALTHPLAN SERVICES INSURANCE AGENCY,
INC.
[CORPORATE SEAL] HEALTHPLAN SERVICES INSURANCE AGENCY OF
ILLINOIS, INC.
[CORPORATE SEAL] PRO HEALTH, INC.
By: /s/ XXXXXXX X. XXXXXX
-----------------------
Name: Xxxxxxx X. Xxxxxx
Title: SVP and Chief Counsel
FIRST UNION NATIONAL BANK (f/k/a First Union
National Bank of North Carolina), as Agent
and Lender
By: /s/ XXXX X. XXXXXXXXX
-----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXXX BANK, N.A.,
(as successor by merger to Xxxxxxx Bank of
Tampa, a State Bank), as Lender
By: /s/ SADAHRI XXXXX
-----------------------
Name: Sadahri Xxxxx
Title: Assistant Vice President
FLEET BANK, N.A., as Lender
By:
-------------------------
Name:
Title:
NATIONSBANK, N.A. as Lender
By: /s/ SADAHRI XXXXX
-----------------------
Name: Sadahri Xxxxx
Title: Assistant Vice President
SOUTHTRUST BANK, NATIONAL
ASSOCIATION (f/k/a SouthTrust Bank
of Alabama, National Association)
By: /s/ XXXXXX X. XXXXX
-----------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
SUNTRUST BANK, TAMPA BAY, as Lender
By: /s/ XXXXXXXX XXXXXXX
-----------------------
Name: Xxxxxxxx Xxxxxxx
Title: Corporate Banking Officer
THE FIFTH THIRD BANK
OF COLUMBUS, as Lender
By: /s/ XXXXXXX X. XXXX
-----------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
