EXHIBIT 10.15(c)
THIRD AMENDMENT
THIS THIRD AMENDMENT to the Credit Agreement referred to below (this
"Third Amendment"), is made and entered into as of this 6th day of May, 1997 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 thereto, the Lenders party to such Credit
Agreement, and FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Agent for the
Lenders.
STATEMENT OF PURPOSE
The Existing 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 July 1, 1996 (the "First Amendment"), the
Second Amendment thereto dated September 26, 1996 (the "Second Amendment"), the
Letter Agreement thereto dated as of March 28, 1997 (the "Letter Agreement"),
and as may be further amended, restated or otherwise modified, the "Credit
Agreement"), by and among the Borrower, the Lenders party thereto (the
"Lenders"), and the Agent.
The Borrower has requested that the Lenders amend the Credit Agreement
to, among other things, enable the Borrower to purchase on the open market (or
through private purchases) up to 1,000,000 shares of the Borrower's capital
stock for an amount not greater than Twenty Million Dollars ($20,000,000), and
the Lenders have agreed to do so, but only on the terms and conditions set forth
below in this Third 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. (a) All capitalized undefined terms used in this
Third Amendment shall have the meanings assigned thereto in the Credit Agreement
and (b) "THIRD AMENDMENT EFFECTIVE DATE" means the date of this Third Amendment
or such later Business Day upon which each condition described below in Section
3 shall be satisfied or waived in a manner acceptable to the Agent and Required
Lenders.
2. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:
(a) Section 9.7 is hereby amended by deleting such Section in
its entirety and substituting the following in lieu thereof:
"Section 9.7. Limitations on Dividends and Distributions. Declare
or pay any dividends upon any of its capital stock; repurchase,
redeem, retire or otherwise
acquire, directly or indirectly, any shares of its capital stock,
or make any distribution of cash, property or assets among the
holders of shares of its capital stock; or make any change in its
capital structure that could reasonably be expected to have a
Material Adverse Effect; provided that (a) the Borrower may pay
dividends solely in shares of its own capital stock, (b) any
Subsidiary of the Borrower may pay cash dividends or make any
other cash distribution thereto, and (c) the Borrower may purchase
on the open market (and/or through private purchases) up to of
1,000,000 shares of its capital stock at a total cash purchase
price of not more than Twenty Million Dollars ($20,000,000), in
accordance with a formal share repurchase plan (the "Repurchase
Plan") adopted by the Board of Directors of the Borrower to be
conducted over a period of not more than twelve (12) months from
the date hereof.
3. CONDITIONS. The effectiveness of this Third Amendment shall be
conditioned upon satisfaction of the following conditions:
(a) CERTIFICATE OF THE BORROWER. The Agent shall have received a
certificate dated as of the Third Amendment Effective Date from the
Borrower, in form and substance satisfactory to the Agent, certifying
on behalf of the Credit Parties that all representations and warranties
of the Credit Parties contained in this Amendment and the Loan
Documents are true and correct in all material respects; that no Credit
Party is in violation of any of the covenants contained in the other
Loan Documents; that, after giving effect to the transactions
contemplated by this Amendment, no Default or Event of Default has
occurred and is continuing; and that the Credit Parties have satisfied
each of the closing conditions regarding the Third Amendment to be
satisfied thereby.
(b) CERTIFICATE OF SECRETARY OF THE CREDIT PARTIES. The Agent
shall have received a certificate of the secretary or assistant
secretary of each Credit Party dated as of the Third Amendment
Effective Date certifying on behalf of such Credit Party, as
applicable, that the articles of incorporation and bylaws of such
Credit Party previously rescinded or amended in any respect since such
delivery date; that attached thereto is a true and complete copy of
resolutions duly adopted by the Board of Directors of such Credit
party, authorizing the execution, delivery and performance of this
Amendment and the continued effectiveness of other Loan Documents; and
as to the incumbency and genuineness of the signature of each officer
of such Credit Party executing Loan Documents to which such Credit
Party is a party.
(c) REPURCHASE PLAN. The Agent shall have received a copy of the
Repurchase Plan.
(d) ADDITIONAL ITEMS. Receipt by the Agent or any other document
or instrument reasonably requested by it in connection with the
execution of this Amendment.
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4. 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 Third 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.
5. 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 no Default or Event of Default
has occurred and is continuing.
6. CONFIRMATION OF SECURITY DOCUMENTS. Each Credit Party hereby agrees
and confirms that the definition of obligations as used in each Pledge Agreement
and Subsidiary Guaranty Agreement to which it is a party includes the Credit
Agreement as amended hereby.
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 Third Amendment, including without limitation, the reasonable fees and
disbursements of counsel for the Agent.
8. GOVERNING LAW. This Third Amendment shall be governed by and
construed in accordance with the laws of the State of North Carolina.
9. COUNTERPARTS. This Third Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitutes one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed as of the date and year first above written.
BORROWER:
HEALTHPLAN SERVICES CORPORATION
By: /s/ XXXXX X. XXXXXX III
------------------------
Xxxxx X. Xxxxxx III
Executive Vice President and
Chief Financial Officer
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OTHER CREDIT PARTIES:
HEALTHPLAN SERVICES, INC.
HEALTHCARE INFORMATICS
CORPORATION
THIRD PARTY CLAIMS
MANAGEMENT, INC.
XXXXXXXXXX SERVICES CORPORATION
R.E. XXXXXXXXXX, INC.
AMERICAN BENEFIT PLAN
ADMINISTRATORS, INC.
PROHEALTH, INC.
EMPLOYEE BENEFIT SERVICES, INC.
CONSOLIDATED GROUP, INC.
GROUP BENEFIT ADMINISTRATORS
INSURANCE AGENCY, INC.
CONSOLIDATED CLAIMS, INC. now known
as CONSOLIDATED GROUP, INC.
CONSOLIDATED HEALTH COALITION, INC.
now known as CONSOLIDATED GROUP, INC.
By: /s/ XXXXX X. XXXXXX III
-------------------------
Xxxxx X. Xxxxxx III
Executive Vice President
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, as Agent and Lender
By: /s/ XXXX X. XXXXXXXXX
--------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President
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XXXXXXX BANK, N.A.
(as successor by merger to Xxxxxxx Bank of
Tampa, a State Bank), as Lender
By: /s/ XXXXXXXX X. XXXXX
--------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
NATIONSBANK, N.A.(SOUTH), as Lender
By: /s/ XXXXX X. XXXXXX, XX.
--------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President
SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION, as Lender
By: /s/ XXXXXX X. XXXXX
--------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
SUNTRUST BANK, TAMPA BAY, as Lender
By: /s/ XXXX XXXXX
--------------------------
Name: Xxxx Xxxxx
Title: 1st Vice President
THE FIFTH THIRD BANK OF COLUMBUS, as Lender
By: /s/ XXXXXXX X. XXXX
-------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
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