EXHIBIT 10.83
AMENDMENT NO. 1
TO
AMS-1 WAIVER
THIS AMENDMENT NO. 1 TO THE AMS-1 WAIVER, dated as of October
17, 2003 (the "Amendment No. 1"), is made by and between MBIA Insurance
Corporation ("MBIA"), Bank One, National Association ("Bank One"), as successor
to The First National Bank of Chicago, as Indenture Trustee and Eligible Lender
Trustee, AMS-1 2002, LP ("AMS-1") and Academic Management Services Corp.
("AMS").
WHEREAS, MBIA, Bank One, AMS-1 and AMS have heretofore entered
into that certain AMS-1 Waiver dated as of July 24, 0000 (xxx "XXX-0 Waiver");
and
WHEREAS, MBIA, Bank One, AMS-1 and AMS desire to amend certain
provisions of the AMS-1 Waiver;
NOW, THEREFORE, in consideration of the promises and mutual
agreements herein contained and for other good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, each of MBIA, Bank One,
AMS-1 and AMS hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Certain Definitions. Capitalized terms used but
not defined herein shall have the meanings assigned to such terms in the AMS-1
Waiver.
ARTICLE II
AMENDMENTS
SECTION 2.01. Amendment to AMS-1 Waiver; Reporting Deficiency.
The second paragraph of the AMS-1 Waiver is hereby amended by substituting "from
the date hereof to and including February 6, 2004 (the "Waiver Period")" for "of
90 days from the date hereof" in the first line thereof.
SECTION 2.02. Amendment to AMS-1 Waiver; Collateral
Deficiency. The third paragraph of the AMS-1 Waiver is hereby amended by
substituting "during the Waiver Period" for "a period of 90 days from the date
hereof" in the first line thereof.
SECTION 2.03. Extension of Waiver Period Upon Sale to Xxxxxx
Xxx. The AMS-1 Waiver is hereby amended by inserting immediately following the
third paragraph thereof the following as a new paragraph:
"Notwithstanding the foregoing, the Waiver Period
shall terminate ten (10) days (or, if such day is not a Business Day,
the next succeeding Business Day) following the occurrence of the
earliest of: (a) October 31, 2003, if UICI and SLM Corp. ("Xxxxxx Mae")
or its designee have not executed a definitive Purchase
and Sale Agreement (the "Purchase Agreement") in respect of the sale by
UICI of AMS to Xxxxxx Xxx; (b) December 1, 2003, if the "closing"
contemplated by the Purchase Agreement has not been consummated
substantially in the form contemplated therein; and (c) the receipt by
UICI or AMS of notice by Xxxxxx Mae or its designee that it is
terminating the Purchase Agreement or otherwise does not intend (for
any reason or for no reason) to consummate the transactions
contemplated by the Purchase Agreement."
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Execution in Counterparts. This Amendment No. 1
may be executed in any number of counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same instrument.
SECTION 3.02. Headings. The various headings of this Amendment
No. 1 are inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment No. 1 or any provisions hereof.
SECTION 3.03. Effectiveness. This Amendment No. 1 shall be
effective upon (i) its execution and delivery by all the parties hereto.
SECTION 3.04. GOVERNING LAW. THE PARTIES HERETO AGREE THAT
THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE APPLICATION OF CHOICE OF
LAW PRINCIPLES THEREOF.
[signature page follows]
2
IN WITNESS WHEREOF, this Amendment No. 1 has been signed and
delivered by the parties as of date first above written.
MBIA INSURANCE CORPORATION
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
BANK ONE, NATIONAL ASSOCIATION, as
successor to The First National Bank
Of Chicago, not in its individual
capacity but solely as Indenture
Trustee and Eligible Lender Trustee
By: /s/ X. XXXXXX
------------------------------------
Name: X. Xxxxxx
Title: Vice President
AMS-1 2002, LP
By: AMS-1 SPC-1, INC., its General
Partner
By: /s/ XXXXXX XXXXXX
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
ACADEMIC MANAGEMENT SERVICES CORP.
By: /s/ XXXXXXX X. XXXX
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Chairman of the Board
(AMENDMENT NO. 1 TO AMS-1 WAIVER)
