Exhibit 10.12(m)
April 12, 2002
The Lenders party from time to time
to the Credit Agreement referred to
below, in their capacities as such, and to
the Investors under the Issuance Agreement
referred to below:
Ladies and Gentlemen:
Reference is made to that certain Third Amended and Restated Credit
Agreement of even date herewith (the "Credit Agreement") among the Borrowers
named therein and the financial institutions party thereto from time to time as
Lenders (the "Lenders") and Wachovia Bank, National Association, as
Administrative Agent, and to the Series C Convertible Preferred Stock Issuance
and Restructuring Agreement of even date herewith between the undersigned and
the financial institutions listed therein as Investors (the "Issuance
Agreement"). Capitalized terms used herein without definition have the meanings
assigned to them by the Credit Agreement.
In connection with the execution and delivery of the Credit Agreement and
the Issuance of the Series C Preferred Stock of PVC, PVC has informed the
Lenders that it is PVC's intention to raise equity capital through a public or
private sale of its Common Stock (the "Equity Offering"). The Lenders, in their
capacities as such and as holders of the Series C Preferred Stock, hereby agree
that if the following conditions shall have been satisfied within 120 days after
the Closing Date under the Credit Agreement and the Issuance Agreement:
(i) the Company shall have paid to the Lenders, out of the proceeds of
the Equity Offering or other funds of the Company, the sum of
$40,000,000 plus accrued but unpaid interest under the Credit
Agreement, plus the outstanding principal balance of and all accrued
but unpaid interest on the Additional Note, plus all amounts due and
owing to the Lenders for the fees and expenses of their counsel and
consultants (including, without limitation, such fees and expenses
relating to the Restructuring) incurred in connection with the Credit
Agreement and prior credit agreements with the Company and its
Subsidiaries;
(ii) the Company shall have either (A) obtained and delivered to the
Lenders satisfactory evidence of having obtained letters of credit in
substitution for or replacement of the letters of credit outstanding
under Article III of the Credit Agreement, or (B) delivered cash
collateral to the issuer of such letters of credit as security for
the timely reimbursement of all amounts drawn under such outstanding
letters of credit in an amount equal to 110% of the face amount of
such outstanding letters of credit; and
(iii) the Company shall have issued to the Lenders an additional 1,650,000
shares of Common Stock (in addition to the 150,000 shares of Common
Stock issued to the
Lenders as fees in connection with the Restructuring or under prior
credit agreements);
then, and in such event, the Lenders agree that such amount shall constitute
payment in full of all amounts outstanding under the Credit Agreement and the
related Notes (other than amounts owed in respect of any letters of credit
remaining outstanding pursuant to item (ii)(B) above), and the Lenders agree to:
(1) cancel the Credit Facilities and all letters of credit outstanding
thereunder (other than any letters of credit remaining outstanding
pursuant to item (ii)(B) above);
(2) return all Notes issued by the Company under the Credit Agreement,
including the Agent Note and the Additional Note, to the Company,
marked "cancelled";
(3) terminate all related agreements (including but not limited to the
Stockholders Agreement and all guaranties or other credit support
agreements, provided, however, that the Company shall proceed to
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register the under the Securities Act of 1933, as amended, as soon as
practicable after the issuance thereof (a) the 1,650,000 shares issued
pursuant to clause (iii), above, and (b) the 150,000 shares issued in
connection with the Restructuring or under prior credit agreements, if
and to the extent that such 150,000 shares are not then included in a
filed or effective registration statement. Such registration shall be
effected in strict accordance with the registration rights provisions
under Article V of the Stockholders Agreement (other than the first
sentence of Section 5.1 thereof), for purposes of which such 1,650,000
shares (or 1,800,000 shares, as the case may be), shall be deemed
"Registrable Securities" as defined therein, and the provisions of
Article V of the Stockholders Agreement shall survive following the
consummation of the transactions contemplated by this letter
agreement. Notwithstanding the foregoing, if (x) the Equity Offering
is effected as an underwritten public offering of the Company's Common
Stock, and (y) the managing underwriter or underwriters of the Equity
Offering certify to the Company in writing that, in its or their good
faith opinion, immediate registration of the Common Stock held by the
Lenders as contemplated by this letter agreement would materially and
adversely affect the market for the Common Stock subsequent to the
consummation of the Equity Offering, the Company may delay the filing
of the registration statement required by this paragraph so that it
shall become effective upon the expiration of such period, not in
excess of six (6) months following the closing date of the Equity
Offering, as is specified by the managing underwriter or underwriters
pursuant to the preceding clause (y);
(4) release all security interests and liens securing the Obligations of
the Borrowers and the Subsidiaries under the Credit Agreement; and
(5) return to the Company all Series C Preferred Stock issued under the
Issuance Agreement or as PIK Shares (as defined in the Issuance
Agreement), which return
shall constitute a complete redemption of the Series C Preferred Stock
without any additional payment therefor.
Notwithstanding any other provision of this letter agreement, nothing
herein shall obligate any Lender to return to the Company any portion of the
150,000 shares of Common Stock issued to the Lenders as fees in connection with
the Restructuring or under prior credit agreements.
If any of the conditions to the Lenders' agreements herein are not
satisfied or waived at the end of 120 days from the date hereof, this letter
agreement shall automatically terminate and be of no further force and effect.
Please indicate your agreement with the foregoing by executing a
counterpart of this letter agreement and returning it to the Company.
PLANVISTA CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
The foregoing terms are accepted:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Series C Stockholder and as Administrative
Agent
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Authorized Officer
CREDIT LYONNAIS, NEW YORK BRANCH
By: /s/ Xxxx Xxxxxxx Xxx Xxxxxx
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Name: Xxxx Xxxxxxx Xxx Xxxxxx
Title: Vice President
SUNTRUST BANK
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
Title: Director
FLEET NATIONAL BANK
By: /s/ Xxxx X. Xxxx, II
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Name: Xxxx X. Xxxx, II
Title: Vice President
SOUTHTRUST BANK
By: /s/ B. E. Xxxxxxx
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Name: B. E. Xxxxxxx
Title: Group Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEEBANK BA "RABOBANK
NEDERLAND", NEW YORK BRANCH
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxx XxXxxxx
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Name: Xxxxxx X. Xxxxxx Xxxx XxXxxxx
Title: Managing Director Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
AMSOUTH BANK
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
HIBERNIA NATIONAL BANK
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
FIFTH THIRD BANK, CENTRAL OHIO
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Vice President
