Exhibit 10.1
AMENDMENT NO. 1 dated May 9, 1997 between Physician Support Systems,
Inc. and its subsidiaries identified on the signature pages hereto and
Corestates Bank, N.A., as a lender and as Agent for the several lenders.
Introduction
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Physician Support Systems, Inc. and its subsidiaries identified on the
signature pages hereto (collectively, the "Borrowers") entered into a Loan
Agreement dated December 13, 1996 (the "Loan Agreement") with Corestates Bank,
N.A., as a lender and as Agent for the several lenders referred to therein
("Corestates"). Capitalized terms used and not otherwise defined herein shall
have the meaning set forth in the Loan Agreement.
The Borrowers and Corestates desire to amend the Loan Agreement as set
forth in this Amendment.
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrowers and Corestates agree
as follows:
1. Amendment to Defined Terms.
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(a) Subsection 1.2 of the Loan Agreement is hereby amended by
deleting the definition of the defined term set forth below and replacing it
with the definition set forth below opposite such defined term.
"Line of Credit Termination Date" shall mean January 1, 1999, unless
extended in writing by the Agent.
2. Amendment of Section 2.17. Section 2.17 of the Loan Agreement is
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hereby amended by deleting such subsection in its entirety and replacing it with
the following:
"2.17 Limitations on Revolving Credit Advances. Except for the
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repayment on the Closing Date of certain obligations owed to the Bank of
New York, Revolving Credit Advances may only be used to finance
acquisitions by the Borrowers or their wholly-owned Subsidiaries of
companies engaged in businesses with lines of business similar to the lines
of business in which Borrowers are currently engaged. Provided, however,
that Borrowers may borrow on a one-time basis, an amount not exceeding
$2,648,973.00 for the purpose of reducing the balance then outstanding on
the Line of Credit, subject to paragraph 2.1(a) of this Loan Agreement.
If, in connection with any such acquisition, (a) a Borrower requests a
Revolving Credit Advance, and (b) the sum of (i) the aggregate amount of
all Revolving Credit Advances outstanding at such time and (ii) such
requested
Revolving Credit Advance exceeds $10,000,000, then such acquisition must be
approved by the Agent, which approval shall not be unreasonably withheld or
delayed."
3. Amendment to Sections 5.10 and 5.11. Sections 5.10 and 5.11 of
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the Loan Agreement are hereby amended by deleting such subsections in their
entirety and replacing them with the following:
"5.10. Funded Debt to Cash Flow. PSS will maintain on a consolidated
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basis at each fiscal quarter end beginning March 31, 1997, a ratio of
Funded Debt to Net Cash flow of not greater than the following:
Quarter Ending Maximum Ratio
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March 31, 1997 3.5 to 1.0
June 30, 1997 3.75 to 1.0
September 30, 1997 3.5 to 1.0
Thereafter, PSS will maintain, on a consolidated basis at each fiscal
quarter end, a ratio of Funded Debt to Net Cash Flow of not greater than
the following ratios based on the aggregate outstanding Revolving Credit
Advances and Term Loans:
Outstanding Revolving Credit
Advances and Term Loans Maximum Ratio
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$10,000,000 or less 2.00 to 1.0
$10,000,001 to $20,000,000 2.50 to 1.0
$20,000,001 to $30,000,000 2.75 to 1.0"
"5.11 Fixed Charge Coverage Ratio. PSS will maintain on a
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consolidated basis at each fiscal quarter end beginning March 31, 1997, a
ratio of Net Cash Flow to Fixed Charges of not less than the following:
Quarter Ending Minimum Ratio
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March 31, 1997 3.5 to 1.0
June 30, 1997 3.5 to 1.0
September 30, 1997 3.5 to 1.0
December 31, 1997 and 3.0 to 1.0"
each quarter end thereafter
4. Effect on Loan Agreement. Except as amended by this Amendment,
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the Loan Agreement shall remain unchanged, and the Loan Agreement, as amended
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hereby, shall remain in full force and effect. The Borrowers hereby ratify and
confirm all of the terms of the Loan Agreement as amended hereto.
5. Miscellaneous. This Amendment may be signed in any number of
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counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument, but all of such counterparts taken together shall be
deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
PHYSICIAN SUPPORT SYSTEMS, INC. PSS PBS NORTHWEST, INC.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
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SPRING ANESTHESIA GROUP, INC. PSS ALM, INC.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
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INDEPENDENT ANESTHESIA IPA OF SYNERGISTIC SYSTEMS, INC.
CALIFORNIA, INC.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
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INDEPENDENT ANESTHESIA IPA OF EE&C FINANCIAL SERVICES,
ARIZONA, INC. INC.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
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NORTH COAST HEALTH CARE PSS EE&C HEALTH SERVICES,
MANAGEMENT, INC. INC.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
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NORTH COAST ACCOUNT SYSTEMS, INC. MED-DATA INTERFACE
SYSTEMS, INC.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
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MEDICAL MANAGEMENT SUPPORT, MEDICAL INTERCEPT
INC. SYSTEMS, INC.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
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DATA PROCESSING SYSTEMS, INC. PSS C-CARE, INC.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
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C-CARE, INC. H.O.P.E. ENTERPRISES GROUP,
INC.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
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PROFESSIONAL MEDICAL RECOVERY PHYSERV SOLUTIONS, INC.
SERVICE, INC.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
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REVENUE PRODUCTION MANAGEMENT, PSS REVENUE PRODUCTION
INC. MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx X. Xxxxxx
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CORESTATES BANK, N.A., as Agent CORESTATES BANK, N.A., as
Lender
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxx X. Xxxxxxx
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