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Exhibit 10.65
FIRST-AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated
as of June 28, 1996 and amends the Credit Agreement dated as of May 15, 1996
(the "Credit Agreement"), among WELLPOINT HEALTH NETWORKS INC., a Delaware
corporation (together with its permitted successors, including the
Recapitalized Company, the "Company") each of the financial institutions
that is a signatory to the Credit Agreement identified under the caption
"BANKS" on the signature pages of the Credit Agreement or that, pursuant to
Section 11.08(a) of the Credit Agreement, shall become a "Bank" under the
Credit Agreement (individually, a "Bank" and, collectively, the "Banks"),
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking
association, as administrative and bid agent for the Banks (in such capacity,
and together with any successor administrative and bid loan agent, the
"Administrative Agent"), NATIONSBANK OF TEXAS, N.A., as syndication agent for
the Banks (in such capacity, and together with any successor syndication
agent, the "Syndication Agent"), and CHEMICAL BANK, as documentation agent for
the Banks (in such capacity, and together with any successor documentation
agent, the "Documentation Agent").
The Company and the Banks desire to amend the credit Agreement as
provided in this Amendment.
1. Defined Terms. Capitalized terms used but not defined in this
Amendment shall have the meanings assigned to such terms in the Credit
Agreement and the rules of interpretation set forth in Sections 1.02 and 1.03
of the Credit Agreement shall be applicable to this Amendment.
2. Amendment. Section 8.10 of the Credit Agreement is hereby
amended to read in its entirety as follows:
"8.10 Minimum Net Worth. The Company shall not at any time
permit its Net Worth to be less than an amount equal to the sum of (a)
$570,000,000, plus (b) fifty percent (50%) of the Company's positive
net income for each fiscal quarter after March 31, 1996."
3. Company's Representations and Warranties. The Company
represents and warrants to the Agents and each Bank that:
(a) the representations and warranties made by the
Company in the Credit Agreement were true and correct when made;
(b) the representations and warranties made by the
Company in Article VI of the Credit Agreement are true and correct as of the
date of effectiveness of this Amendment as if made on such date (or, if any
such representation and warranty is expressly stated to have been made as of a
specific date, as of such specific date);
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(c) upon the date of effectiveness of this Amendment no Default
under the Credit Agreement has occurred and is continuing;
(d) this Amendment constitutes the legal, valid and binding
obligation of the Company enforceable against the Company in accordance with
its terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting creditors, rights
generally or by equitable principles relating to enforceability; and
(e) the execution and delivery by the Company of this Amendment,
does not or will not (i) contravene the terms of any of the Company's
organization documents; (ii) conflict with or result in any breach or
contravention of, or the creation of any Lien under, any document evidencing
any Contractual Obligation to which the Company is a party or any order,
injunction, writ or decree of any Governmental Authority to which the Company
or its Property is subject; or (iii) violate any Governmental Rule, except
where such violation would not reasonably be expected to have a material
Adverse Effect.
4. Conditions to Effectiveness. This Amendment shall be and
become effective upon the execution and delivery by the parties of this
Amendment.
5. Reference to and Effect on the Credit Agreement.
(a) Except as specifically amended by this Amendment, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed.
(b) This Amendment shall be construed as one with the
Credit Agreement, and the Credit Agreement shall, where the context requires,
be read and construed throughout so as to incorporate this Amendment.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA PROVIDED THAT THE AGENTS
AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
7. Expenses. Without limiting any provision of the Credit
Agreement, the Company agrees to pay or reimburse the Administrative Agent for
all reasonable out-of-pocket costs and expenses of the Administrative Agent
(including all Attorney Costs incurred by the Administrative Agent) in
connection with the negotiation, preparation, execution and delivery of this
Amendment.
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8. Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of its parties and their respective successors and
permitted assigns.
9. Counterparts. This Amendment may be executed in any number of
counterparts all of which when taken together shall constitute one and the same
instrument and any of the parties to this Amendment may execute this Amendment
by signing any such counterpart.
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IN WITNESS WHEREOF, the parties to this Amendment have caused this
Amendment to be duly executed as of the day and year first above written.
"COMPANY"
WELLPOINT HEALTH NETWORK
By: /s/ XXX X. XXXXXX
--------------------------------
Name: Xxx X. Xxxxxx
Title: Chief Financial Officer
"AGENTS"
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Administrative Agent
By: /s/ XXXXXXXXX XXXXX
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Xxxxxxxxx Xxxxx
Vice President
NATIONSBANK OF TEXAS, N.A., as
Syndication Agent
By: /s/ XXXX X. XxXXXXX
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Xxxx X. XxXxxxx
Vice President
CHEMICAL BANK,
as Documentation Agent
By: /s/ XXXX XXX XXX
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Xxxx Xxx Xxx
Vice President
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"BANKS"
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ XXXXXXX X. XXXX
------------------------------------
Xxxxxxx X. Xxxx
Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ XXXX X. XxXXXXX
------------------------------------
Xxxx X. XxXxxxx
Vice President
CHEMICAL BANK
By: /s/ XXXX XXX XXX
------------------------------------
Xxxx Xxx Xxx
Vice President
ABN AMRO BANK N.V.
Los Angeles International Branch,
as a Bank and as a Co-Agent
By: ABN AMRO North America, Inc.,
as agent
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Director
By: /s/ XXXX X. XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Group Vice President/Director
THE BANK OF NEW YORK,
as a Bank and as a Co-Agent
By: /s/ XXXX X. XXXXX
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
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XXX XXXX XX XXXX XXXXXX,
as a Bank and as a Co-Agent
By: /s/ XXXX X. XXXXXXXXXX
--------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Relationship Manager
BANQUE NATIONALE DE PARIS,
as a Bank and as a Co-Agent
By: /s/ XXXXX XXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Vice President & Manager
By: /s/ XXXXXXXX X. XXXXX
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Name: Xxxxxxxx X. Xxxxx
Title: Vice President
DEUTSCHE BANK AG
Los Angeles Branch and/or
Cayman Islands Branch;
as a Bank and as a Co-Agent
By: /s/ J. XXXXX XXXXXX
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Name: J. Xxxxx Xxxxxx
Title: Vice President
By: /s/ XXXX X. XXXXXX
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Director
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK,
as a Bank and as a Co-Agent
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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THE LONG-TERM CREDIT BANK OF JAPAN,
as a Bank and as a co-Agent
By: /s/ Y. KAMISAWA
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Name: Xxxxxx Xxxxxxxx
Title: Deputy General Manager
BANCA DI ROMA
By: /s/ XXXXXXX XX XXXX
--------------------------------
Name: Xxxxxxx Xx Xxxx
Title:
By: /s/ XXXXXXX XXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ XXX X. XXXXXXXX
--------------------------------
Name: Xxx X. Xxxxxxxx
Title: Corporate Banking Officer
KREDIETBANK NV
By: /s/ XXXXXX SPAUFFER
--------------------------------
Name: Xxxxxx Spauffer
Title: Vice President
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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COOPERATIVE CENTRALE RAIFFEISEN
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND" NEW YORK BRANCH
By: /s/ XXXXXXX X. XXXX
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Name: XXXXXXX XXXX
Title: Vice President
By: /s/ XXX XXXXX
--------------------------------
Name: XXX XXXXX
Title: Vice President
UNION BANK OF CALIFORNIA
By: /s/ XXXXXXXX X. XXXXX
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Name: Xxxxxxxx X. Xxxxx
Title: Vice President
CREDIT SUISSE
By: /s/ XXXX X. XXXXXXX
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: Associate
By: /s/ XXXXXXX XXXXXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Member of Senior Management
THE SANWA BANK, LIMITED
By: /s/ XXXXX XXXXX XXXXXXX
--------------------------------
Name: Xxxxx Xxxxx Xxxxxxx
Title: Assistant Vice President
and Manager
THE SUMITOMO BANK, LIMITED
By: /s/ XXXX XXXXX
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Name: Xxxx Xxxxx
Title: Joint General Manager
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SWISS BANK CORPORATION
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Banking Finance Support, N.A.
By: /s/ XXXXXX XX
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Name: Xxxxxx Xx
Title: Director, Credit Risk
Management, N.A.
BANK OF MONTREAL
By: /s/ XXXXX X. XXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
BANKERS TRUST COMPANY
By: /s/ XXXX XX XXXXX
--------------------------------
Name: Xxxx Xx Xxxxx
Title: Assistant Vice President
CIBC INC.
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
CREDIT LYONNAIS
New York Branch
By: /s/ FARBOUD TAVANGAR
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Name: Farboud Tavangar
Title: Vice President
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THE DAI-ICHI KANGYO BANK, LTD.
Los Angeles Agency
By: /s/ X. XXXXXX
--------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Sr. Vice President &
Joint General Manager
FLEET NATIONAL BANK
By: /s/ XXXXXX XXXXXXXXXXXXX
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Name: Xxxxxx Xxxxxxxxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ XXXXXXXX XXXXXXX
--------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Joint General Manager
THE INDUSTRIAL BANK OF JAPAN, LTD.
Los Angeles Agency
By: /s/ XXXXXXXXX XXXXX
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Name: Xxxxxxxxx Xxxxx
Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
