EXHIBIT 4.1
SIXTH AMENDMENT TO CREDIT AGREEMENT
This Sixth Amendment to Credit Agreement (the "Amendment") is made as
of this 1st day of August, 2002 by and among AMERICAN MEDICAL SECURITY GROUP,
INC. ("AMS"), the Lenders named in the Credit Agreement (the "Lenders") and
LASALLE BANK NATIONAL ASSOCIATION, as Agent and Swing Line Lender (the "Agent").
W I T N E S S E T H
WHEREAS, AMS, the Agent and the Lenders are parties to that certain
Credit Agreement, dated as of March 24, 2000, as amended pursuant to that
certain First Amendment to Credit Agreement, dated as of July 18, 2000, as
further amended pursuant to that certain Second Amendment to Credit Agreement,
dated as of November 10, 2000, as further amended pursuant to that certain Third
Amendment to Credit Agreement, dated as of January 29, 2001, as further amended
pursuant to that certain Fourth Amendment to Credit Agreement, dated as of April
27, 2001, and as further amended pursuant to that certain Fifth Amendment to
Credit Agreement, dated as of March 21, 2002 (collectively, the "Credit
Agreement); and
WHEREAS, as a result of a change in accounting principles related to
the adoption of SFAS 142, "Goodwill and Other Intangible Assets", effective as
of January 1, 2002, AMS recorded a charge for goodwill impairment in the amount
of $60,098,000 (the "Charge")
WHEREAS, as a result of the Charge, the parties desire to further amend
the Credit Agreement, as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the adequacy of which is
hereby acknowledged, and subject to the terms and conditions hereof, the parties
hereto agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein, all capitalized
terms shall have the meaning given to them in the Credit Agreement.
SECTION 2. WAIVER OF CERTAIN COVENANT DEFAULTS. As of March 31, 2002 and
June 30, 2002, AMS has failed to comply with Section 6.19.4 of the Credit
Agreement. Such failure, unless waived, would constitute an Event of Default
under Section 7.3 of the Credit Agreement. Subject to the terms hereof, the
Agent and the Lenders hereby waive compliance with Section 6.19.4 of the Credit
Agreement, as of March 31, 2002 and June 30, 2002, and agree, as of such date,
that AMS may permit its Consolidated Net Worth to be less than the sum of
(a) $200,000,000, plus (b) 50% of the positive Consolidated Net Income earned by
AMS in such Fiscal Quarter on or prior to the date of determination (excluding
changes in unrealized gain/loss), plus (c) 25% of the Net Available Proceeds
received by AMS or any Subsidiary from the issuance of equity securities.
Except as expressly set forth herein, the above-referenced waiver is
not intended to be and shall not be construed as a waiver or amendment of any of
the terms and provisions of the Credit Agreement, which terms and provisions
remain in full force and effect. Furthermore, such waivers shall not constitute
a future waiver of compliance with any financial covenants or other provisions
under the Credit Agreement.
SECTION 3. AMENDMENTS TO CREDIT AGREEMENT.
3.1 Section 6.19.4 of the Credit Agreement is hereby deleted in its
entirety and amended by inserting the following in its stead:
"6.19.4 Consolidated Net Worth. AMS will at all times maintain
a Consolidated Net Worth of not less than the sum of (a) $185,000,000,
plus (b) 50% of the positive Consolidated Net Income earned by AMS in
each Fiscal Quarter ending after June 30, 2002 and on or prior to the
date of determination (excluding changes in unrealized gain/loss), plus
(c) 25% of the Net Available Proceeds received by AMS or any Subsidiary
from the issuance of equity securities after June 30, 2002."
SECTION 4. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon satisfaction of the following conditions precedent:
4.1 The Agent and the Lenders shall have received copies of this
Amendment duly executed by AMS.
4.2 The Agent and the Lenders shall have received such other
documents, certificates and assurances as they shall reasonably request.
SECTION 5. REAFFIRMATION OF AMS. AMS hereby represents and warrants to the
Agent and the Lenders that (i) the warranties set forth in Article 5 of the
Credit Agreement are true and correct on and as of the date hereof, except to
the extent (a) that any such warranties relate to a specific date, or (b)
changes thereto are a result of transactions for which the Agent and the Lenders
have granted their consent; (ii) AMS is on the date hereof in compliance with
all of the terms and provisions set forth in the Credit Agreement as hereby
amended; and (iii) upon execution hereof no Event of Default has occurred and is
continuing or has not previously been waived.
SECTION 6. FULL FORCE AND EFFECT. Except as herein amended, the Credit
Agreement and all other Loan Documents shall remain in full force and effect.
SECTION 7. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the day and year specified above.
AMERICAN MEDICAL SECURITY GROUP, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Principal
ASSOCIATED BANK GREEN BAY, NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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