EXHIBIT 10.14
LETTER WAIVER
Dated as of January 8, ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Nine ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of December 18,
1995, and amendments thereto dated as of January 10, 1997, April 4, 1997,
October 30, 1997, December 29, 1997, October 7, 1998 and December 15, 1998 (such
Credit Agreement, as so amended, the "CREDIT AGREEMENT") among the undersigned
and you. Capitalized terms not otherwise defined in this Letter Waiver shall
have the same meanings as specified therefor in the Credit Agreement.
We intend to issue up to 4,791,667 shares of our common stock,
par value $.01 per share (the "SHARES"), in an initial public offering (the
"IPO"). Upon consummation of the IPO, (i) the Guarantors will own approximately
56% of the voting stock of the Company (assuming that the underwriters'
overallotment option has not been exercised) and (ii) we expect to receive up to
$56,231,254 (the "PROCEEDS"), after deduction for underwriting fees and other
costs and expenses incurred in connection therewith.
We hereby request that you waive, solely with respect to the
IPO and the transactions contemplated thereby, the requirements of Sections 7.11
and 8.01(k) of the Credit Agreement in order to permit us to consummate the IPO,
and to enable us to use the Proceeds to (x) prepay all outstanding Indebtedness
under and in respect of the 10% Subordinated Note issued to WCAS Capital
Partners II, L.P. pursuant to the Note and Share Purchase Agreement dated as of
February 14, 1997 between WCAS Capital Partners II, L.P. and the Company, and
(y) only to the extent of any Proceeds received from Shares sold under the
underwriters' overallotment option, to pay accrued and unpaid dividends on the
Company's preferred stock, par value $.01 per share; provided, however, that (i)
the Proceeds remaining, if any, after such prepayment and such payment of
dividends, if any, has been made shall be applied to prepay amounts outstanding
under and in respect of the Credit Agreement in accordance with the terms of
Section 2.06 thereof and (ii) after the IPO, the Guarantors continue to own at
least 35% of the voting stock of the Company. A breach of the conditions in the
proviso to the immediately preceding sentence will constitute an Event of
Default under the Credit Agreement. Unless the IPO shall have been consummated
on or prior to March 31, 1999 (the "WAIVER TERMINATION DATE"), on the Waiver
Termination Date, without any further action by the Bank, all of the terms and
provisions set forth in the Loan Documents with respect to Defaults thereunder
that are waived hereunder and not cured prior to the Waiver Termination Date
shall have the same force and effect as if this Letter Waiver had not been
entered into by the parties hereto, and the Bank shall have all of the rights
and remedies afforded to it under the Loan Documents with respect to any such
Defaults as though no waiver had been granted by them hereunder.
This Letter Waiver shall become effective as of the date first
above written when, and only when the Bank shall have executed this Letter
Waiver and shall have received counterparts of this Letter Waiver executed by
us, and the consents attached hereto executed by each of the Guarantors. The
effectiveness of this Letter Waiver is conditioned upon the accuracy of the
factual matters described herein. This Letter Waiver is subject to the
provisions of Section 9.01 of the Credit Agreement.
The Credit Agreement, the Notes and each of the other Loan
Documents, except to the extent of the waiver specifically provided above, are
and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed. The execution, delivery and effectiveness of this Letter
Waiver shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Bank under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
If you agree to the terms and provisions of this Letter
Waiver, please evidence such agreement by executing and returning at least two
counterparts of this Letter Waiver to Shearman & Sterling, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
This Letter Waiver may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Letter Waiver by telecopier shall be
effective as delivery of a manually executed counterpart of this Letter Waiver.
This Letter Waiver shall be governed by, and construed in
accordance with, the laws of the State of New York.
Very truly yours,
MEDE AMERICA CORPORATION
By
----------------------
Name:
Title:
Agreed as of the date first above written:
BANK OF AMERICA ILLINOIS
By
----------------------
Name:
Title:
CONSENT
Dated as of January 8, 1999
The undersigned, Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ V, L.P., a
Delaware limited partnership, as a Guarantor under the Guaranty dated December
18, 1995 (the "GUARANTY") in favor of the Bank party to the Credit Agreement
referred to in the foregoing Letter Waiver, hereby consents to such Letter
Waiver and hereby confirms and agrees that notwithstanding the effectiveness of
such Letter Waiver, the Guaranty is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects.
WELSH, CARSON, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ V, L.P.
By WCAS V Partners, its General Partner
By
--------------------------------------
Name:
Title: General Partner
CONSENT
Dated as of January 8, 1999
The undersigned, Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VI, L.P., a
Delaware limited partnership, as a Guarantor under the Guaranty dated December
18, 1995 (the "GUARANTY") in favor of the Bank party to the Credit Agreement
referred to in the foregoing Letter Waiver, hereby consents to such Letter
Waiver and hereby confirms and agrees that notwithstanding the effectiveness of
such Letter Waiver, the Guaranty is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects.
WELSH, CARSON, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VI, L.P.
By WCAS VI Partners, its General Partner
By
---------------------------------------
Name:
Title: General Partner
CONSENT
Dated as of January 8, 1999
The undersigned, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Leveraged Capital Fund Limited
Partnership, a Delaware limited partnership, as a Guarantor under the Guaranty
dated December 18, 1995 (the "GUARANTY") in favor of the Bank party to the
Credit Agreement referred to in the foregoing Letter Waiver, hereby consents to
such Letter Waiver and hereby confirms and agrees that notwithstanding the
effectiveness of such Letter Waiver, the Guaranty is, and shall continue to be,
in full force and effect and is hereby ratified and confirmed in all respects.
▇▇▇▇▇▇▇ ▇▇▇▇▇ LEVERAGED CAPITAL FUND
LIMITED PARTNERSHIP
By ▇▇▇▇▇▇▇ ▇▇▇▇▇ Leveraged Capital Management, L.P.,
its General Partner
By ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, its General Partner
By
----------------------------------------------------
Name:
Title:
CONSENT
Dated as of January 8, 1999
The undersigned, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Partners V, L.P., a
Delaware limited partnership, as a Guarantor under the Guaranty dated December
18, 1995 (the "GUARANTY") in favor of the Bank party to the Credit Agreement
referred to in the foregoing Letter Waiver, hereby consents to such Letter
Waiver and hereby confirms and agrees that notwithstanding the effectiveness of
such Letter Waiver, the Guaranty is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects.
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL PARTNERS V, L.P.
By ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Partners, LLC,
its General Partner
By
---------------------------------------
Name:
Title:
