THIRD AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS THIRD AMENDMENT, dated as of January 31, 1997, amends and modifies
that certain Revolving Credit and Term Loan Agreement, dated as of June 24,
1994, as amended by First Amendment to Revolving Credit and Term Loan agreement,
dated as of March 31, 1995 and Second Amendment to Revolving Credit and Term
Loan Agreement dated as of January 19, 1996 (as so amended, the "Loan
Agreement"), between HEALTH RISK MANAGEMENT, INC., a Minnesota corporation (the
"Borrower") and FIRST BANK NATIONAL ASSOCIATION, a national banking association
(the "Bank"). Terms not otherwise expressly defined herein shall the meanings
set forth in the Loan Agreement.
RECITALS
WHEREAS, The Borrower and the Bank desire to extend the maturity of the
loan facilities as hereinafter set forth.
NOW THEREFORE, for value received, the Borrower and the Bank agree as
follows.
ARTICLE I - AMENDMENTS TO THE LOAN AGREEMENT
1.1 Definitions.
(a) The definition of "Termination Date" is amended by deleting the
date "January 31, 1997" and inserting the date "January 31, 1998" in lieu
thereof.
(b) The definition of "Revolving Credit Commitment" is amended by
deleting the amount "$2,500,000.00" and inserting the amount
"$3,750,000.00" in lieu thereof.
1.2 Confirmation of Security Agreement. The Borrower hereby reaffirms its
Security Agreement, dated as of June 24, 1994 (the "Security Agreement") and
further agrees that the Security Agreement secures all of the Borrower's
obligations to the Bank, including the Borrower's obligations under the Loan
Agreement, as amended by this Amendment.
1.3 Construction. All references in the Loan Agreement to "this Agreement",
"herein" and similar references shall be deemed to refer to the Loan Agreement
as amended by this Amendment
ARTICLE II - REPRESENTATIONS AND WARRANTIES
To induce the Bank to enter into this Amendment and to make and maintain
the Loans under the Loan Agreement as amended hereby, the Borrower hereby
warrants and represents to the Bank that it is duly authorized to execute and
deliver this Amendment, and to perform its obligations under the Loan Agreement
as amended hereby, and that this Amendment constitutes the legal, valid and
binding obligation of the Borrower, enforceable in accordance with its terms.
ARTICLE III- CONDITIONS PRECEDENT
This Amendment shall become effective on the date first set forth above;
provided, however, that the effectiveness of this Amendment is subject to the
satisfaction of each of the following conditions precedent:
3.1 Warranties. Before and after giving effect to this Amendment, the
representations and warranties in ARTICLE Vll of the Loan Agreement shall be
true and correct as though made on the date hereof, except for changes that are
permitted by the terms of the Loan Agreement. The execution by the Borrower of
this Amendment shall be deemed a representation that the Borrower has complied
with the foregoing condition.
3.2 Defaults. Before and after giving effect to this Amendment, no Default
or Event of Default shall have occurred and be continuing under the Loan
Agreement. The execution by the Borrower of this Amendment shall be deemed a
representation that the Borrower has complied with the foregoing condition.
3.3 Documents. The following shall have been delivered to the Bank, each
duly executed and dated, or certified, as of the date hereof. as the case may
be:
(a) Amendment. This Amendment, appropriately completed and duly
executed by the Borrower.
(b) Resolutions. Certified copies of resolutions of the Board of
Directors of the Borrower authorizing or ratifying the execution, delivery
and performance, respectively, of this Amendment and other documents
provided for in this Amendment.
(c) Consents. Certified copies of all documents evidencing any
necessary corporate action, consent or governmental or regulatory approval
(if any) with respect to this Amendment
(d) Incumbency and Signatures. A certificate of the Secretary or an
Assistant Secretary of the Borrower certifying the names of the officer or
officers of the Borrower authorized to sign this Amendment and other
documents provided for in this Amendment, together with a sample of the
true signature of each such officer.
(e) Certificate of Incorporation and By-laws. A certified copy of any
amendment or restatement of the Certificate or Articles of Incorporation or
the By-laws of the Borrower made or entered following date of the most
recent certified copies furnished to the Bank.
(f) Confirmation of Security Agreement. A Confirmation of Security
Agreement, appropriately completed and duly executed by HRM Claim
Management, inc.
(g) Confirmation of Security Agreement. A Confirmation of Security
Agreement, appropriately completed and duly executed by Institute for
Healthcare Quality, Inc.
(h)Confirmation of Security Agreement. A Confirmation of Security
Agreement, appropriately completed and duly executed by Health Resource
Management, Ltd.
ARTICLE IV - GENERAL
4.1 Expenses. The Borrower agrees to reimburse the Bank upon demand for all
reasonable expenses (including reasonable attorneys' fees and legal expenses)
incurred by the Bank in the preparation, negotiation and execution of this
Amendment and any other document required to be furnished herewith, and in
enforcing the obligations of the Borrower hereunder, and to pay and save the
Bank harmless from all liability for any stamp or other taxes which may be
payable with respect to the execution or delivery of this Amendment, which
obligations of the Borrower shall survive any termination of the Loan Agreement.
4.2 Counterparts. This Amendment may be executed in as many counterparts as
may be deemed necessary or convenient, and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed an
original but all such counterparts shall constitute but one and the same
instrument.
4.3 Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provisions in any other jurisdiction.
4.4 Law. This Amendment shall be a contract made under the laws of the
State of Minnesota, which laws shall govern all the rights and duties hereunder.
4.5 Successors: Enforceability. This Amendment shall be binding upon the
Borrower and the Bank and their respective successors and assigns, and shall
inure to the benefit of the Borrower and the Bank and the successors and assigns
of the Bank. Except as hereby amended, the Loan Agreement shall remain in full
force and effect and is hereby ratified and confirmed in all respects. IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers "hereunto duly authorized as of the date
first written above.
HEALTH RISK MANAGEMENT. INC.
By: /s/ Xxxxxx X. Xxxxx
Title: CFO
FIRST BANK NATIONAL ASSOCIATION
By: Illegible
Title: Illegible
