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EXHIBIT 10.2
[BANK OF AMERICA LETTERHEAD]
July 14, 2000
VIA FACSIMILE
(000) 000-0000
Xx. Xxxx X. Xxxxxx
Chairman of the Board and Chief Executive Officer
Xxxxxxxx.xxx, Inc.
Two Piedmont Center, Suite 000
0000 Xxxxxxxx Xxxx, X.X.
Atlanta, Georgia 30305-1502
RE: MODIFICATION OF THE JUNE 29, 1998 AMENDED AND RESTATED CREDIT
AGREEMENT
Dear Xx. Xxxxxx:
The purpose of this letter agreement (the "Letter Agreement") is to
confirm the terms of the understanding between Xxxxxxxx.xxx, Inc. ("Caredata"
or the "Company") and Bank of America, N.A. (the "Bank") with respect to the
June 29, 1998 Amended and Restated Credit Agreement (the "Restated Agreement")
between Caredata and the Bank, as amended by the May 12, 2000 First Amendment
to Amended and Restated Credit Agreement (the "First Amendment", collectively
with the Restated Agreement, the "Credit Agreement"). Capitalized terms used
but not defined herein shall have the respective meanings set forth in the
Credit Agreement.
As you are aware, pursuant to the Credit Agreement, the Bank provided
Caredata with a $27,500,000 revolving credit facility, as evidenced by an
Amended and Restated Revolving Loan Promissory Note dated May 12, 2000 (the
"Note"), with a Maturity Date of July 15, 2000.
Caredata has requested that the Bank amend certain provisions of the
Credit Agreement to extend the Maturity Date of the Note, and the Bank has
agreed to extend the Maturity Date of the Note until January 15, 2001
conditioned upon the execution of definitive documentation, the terms of which
are not limited to those set forth herein. In order to give the parties
sufficient time to prepare and execute appropriate documentation, Caredata has
requested and the Bank has agreed to amend the Credit Agreement to extend the
Maturity Date until July 28, 2000 on the following terms and conditions:
1. The Bank shall have received a fully executed copy of this Letter
Agreement on or before July 17, 2000.
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2. No Default or Event of Default which is not currently known to the
Bank shall have occurred under the Note, Credit Agreement, or any other loan
documents executed pursuant to the Credit Agreement (together with the Credit
Agreement and the Note, the "Loan Documents").
3. On or before July 28, 2000, Caredata shall have retained a crisis/
restructuring manager acceptable to the Bank whose duties and responsibilities
shall be defined in definitive documentation to be executed by the Company and
the Bank.
4. On or before July 21, 2000 the Bank shall have received fully
executed assignments of all of Caredata's Uniform Resource Locator (URL) domain
names in a form acceptable to the Bank.
5. The Bank and Caredata agree that the definition of Maturity Date in
Article 10 of the Credit Agreement is hereby deleted and in replacement thereof
is substituted: "Maturity Date" shall mean July 28, 2000, or such earlier date
as payment of the Revolving Loans shall be due (whether by acceleration or
otherwise)".
6. In order to induce the Bank to enter into this Letter Agreement,
Caredata acknowledges that it has no existing defense, counterclaim, offset,
cross-complaint, claim or demand of any kind or nature whatsoever that can be
asserted to reduce or eliminate all or any part of its liability to pay the full
indebtedness outstanding under the terms of the Note, Credit Agreement, and
Loan Documents. In consideration for the execution of this Letter Agreement,
Caredata hereby releases and forever discharges the Bank and all of its
officers, directors, employees and agents from any and all actions, causes of
action, debts, dues, claims, demands, liabilities and obligations of every kind
and nature, both in law and in equity, known or unknown, now existing, which
might be asserted against the Bank. This release applies to all matters arising
out of or relating to the Credit Agreement, the Loan Documents, the
indebtedness due under the Note, and the lending, deposit and borrowing
relationships between Caredata and the Bank, including the administration,
collateralization and funding thereof. Caredata further acknowledges that the
Bank has acted in good faith and has conducted its relationships with Caredata
in a commercially reasonable manner in connection with the negotiations,
execution and delivery of this Letter Agreement and in all respects in
connection with the Loan Documents, Caredata hereby waiving and releasing any
such claims to the contrary that might exist as of the date of this Letter
Agreement.
7. Caredata acknowledges that as of July 14, 2000 it is liable on the
Note, and is indebted to the Bank for the repayment of all outstanding
indebtedness due under the Note and the Loan Documents in the principal amount
of $27,190,000 plus accrued interest as provided for in the Loan Documents. In
addition, Caredata acknowledges its liability to pay to the Bank the amendment
fee in the amount of $150,000 and the completion fee in the amount $1,150,000
pursuant to the terms of the First Amendment.
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8. Except as modified by this Letter Agreement, the Credit Agreement,
Note and Loan Documents and all documents, instruments and agreements related
thereto are hereby ratified and confirmed in all respects and shall continue in
full force and effect.
Sincerely yours,
BANK OF AMERICA, N.A.
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Vice President
