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Exhibit 4.2
AMENDMENT TO
SHAREHOLDER AGREEMENT
THIS AMENDMENT to that certain Shareholder Agreement (the "Shareholder
Agreement") dated December 18, 1997 by and among XXXXX HEALTHPLAN SERVICES,
INC., a Florida corporation ("SHPS"), XXXXX ENTERPRISES, INCORPORATED, a
Florida corporation ("Xxxxx"), and HEALTHPLAN SERVICES CORPORATION, a Delaware
corporation ("HPS") is made and entered into effective as of the 31st day of
January, 1998.
RECITALS:
WHEREAS, Sykes and HPS (each a "Shareholder" and collectively
the "Shareholders") together own all of the outstanding voting common stock of
SHPS;
WHEREAS, SHPS became a party to the Shareholder Agreement upon
its incorporation on December 18, 1997;
WHEREAS, the Shareholder Agreement refers to and defines SHPS
as "Newco"; accordingly, all references made herein to "Newco" shall mean SHPS;
WHEREAS, the Shareholder Agreement, and the loan agreements
and promissory notes (the "Loan Documents") contemplated therein and executed
pursuant thereto, provide that the Shareholders shall each commit to make
available to SHPS a term loan in the amount of $9,040,800 to be drawn upon by
SHPS from time to time in increments of $100,000 (the "Lending Commitment");
WHEREAS, the parties hereto wish to amend the provisions of
the Shareholder Agreement to provide for the termination of the Lending
Commitment; and
WHEREAS, the parties wish to have each Shareholder make equal
additional capital contributions to SHPS such that the total capitalization of
SHPS will be increased to $34 million within 90 days of the Closing as that
term is defined in Section 8 of the Shareholder Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree that the
Shareholder Agreement is amended as follows:
1. Section 2.3, "Lending Commitment," is deleted in its entirety and
replaced with the following provision:
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"2.3 Subsequent Capital Contributions. Each of the
Shareholders shall contribute additional capital to Newco in equal
amounts to increase Newco's capitalization to $34 million within 90
days of the Closing, at such date and time as specified by Newco."
2. Section 3.13(h) is deleted in its entirety and replaced with the
following provision:
"(h) Repayment of Loans/Release of Guarantees. In the event
of a severance of Business Relationship under this Section 3.12, at
the Closing the purchasing Shareholder shall cause Newco to repay in
full all loans from the selling Shareholder and shall cause the
selling Shareholder to be released from all guarantees of Newco's
indebtedness."
3. Section 8.1(b) of the Shareholder Agreement is deleted.
4. The reference in Section 9.3(c) of the Shareholder Agreement to
"Section 2.3(b) (pro rata repayment of Loans)" is deleted.
5. Exhibits C and D to the Shareholder Agreement are deleted.
6. All other provisions of the Shareholder Agreement are hereby
ratified and confirmed and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
____ day of _________________, 1998, effective as of the day and year first
above written.
ATTEST: XXXXX HEALTHPLAN SERVICES, INC.
______________________________ By:___________________________________
Its:__________________________________
XXXXX ENTERPRISES, INCORPORATED
______________________________ By:___________________________________
Its:__________________________________
HEALTHPLAN SERVICES CORPORATION
______________________________ By:___________________________________
Its:__________________________________
