EXHIBIT 10.31
EXECUTION COPY
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of March 24, 2000 to the Credit Agreement dated as of
February 5, 1997 (as heretofore amended, the "Credit Agreement") among TRIGON
HEALTHCARE, INC. (the "Borrower"), the BANKS party thereto (the "Banks") and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
The parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Credit Agreement shall, after this Amendment becomes effective, refer to the
Credit Agreement as amended hereby.
SECTION 2. Amendment. Clause (e) of Section 3.02 is amended by the
addition of the following proviso:
; provided that clause (e) shall not apply with respect to the
representations and warranties set forth in Section 4.04(d) if and to the
extent (i) the proceeds of such Borrowing are to be applied to pay maturing
commercial paper substantially simultaneously with such Borrowing and (ii)
such intended use of proceeds has been indicated in the applicable Notice
of Borrowing.
SECTION 3. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be continuing on such
date.
SECTION 4. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. Effectiveness. This Amendment shall become effective on the date
(the "Amendment Effective Date") when the Agent shall have received from each of
the Borrower and the Required Banks a counterpart hereof signed by such party or
facsimile or other written confirmation (in form satisfactory to the Agent) that
such party has signed a counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
TRIGON HEALTHCARE, INC.
By:_________________________
Name:
Title:
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK,
as Bank and as Agent
By:__________________________
Name:
Title:
THE BANK OF NEW YORK
By:___________________________
Name:
Title:
BANK ONE, NA (Main Office - Chicago)
(f/k/a The First National Bank of Chicago)
By:____________________________
Name:
Title:
THE FUJI BANK, LIMITED
By:____________________________
Name:
Title:
WACHOVIA BANK, N.A.
Formerly known as
WACHOVIA BANK OF NORTH
CAROLINA, N.A.
By:____________________________
Name:
Title:
THE ASAHI BANK, LTD.
By:___________________________
Name:
Title:
CRESTAR BANK
By:__________________________
Name:
Title:
BANQUE NATIONALE DE PARIS
By:__________________________
Name:
Title:
By:____________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:___________________________
Name:
Title:
THE SANWA BANK, LIMITED
By:___________________________
Name:
Title:
