EXHIBIT 10.11
FIFTH AMENDMENT TO CREDIT AGREEMENT
This Amendment, dated as of October 7, 1998 (this "Amendment") is
entered into by and between MEDE AMERICA CORPORATION, a Delaware corporation
(the "Company") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the
"Bank").
RECITALS
The Company and the Bank are parties to a Credit Agreement dated as of
December 18, 1995, as amended (the "Credit Agreement"), pursuant to which the
Bank extended a revolving credit facility. Capitalized terms used and not
otherwise defined or amended in this Amendment shall have the meanings
respectively assigned to them in the Credit Agreement.
The Company has requested that the Bank extend the maturity date, to
increase the commitment and to change the relative percentage contributions of
the Guarantors. In order to induce the Bank to agree to the foregoing, the Bank
has requested, and the Company has agreed, to pay an amendment fee. The Company
has requested that the Bank enter into this Amendment in order to approve and
reflect the foregoing, and the Bank has agreed to do so, all upon the terms and
provisions and subject to the conditions hereinafter set forth.
AGREEMENT
In consideration of the foregoing and the mutual covenants and
agreement hereinafter set forth, the parties hereto mutually agree as follows:
A. AMENDMENTS.
1. Amendment of Section 1.01. Section 1.01 is hereby amended by
amending the definitions of:
(a) "Guarantor's Support Percentage" shall mean (A) with
respect to the first $20,000,000 of Loans outstanding (i) with respect
to WCAS V, 0%; (ii) with respect to WCAS VI, 80%; (iii) with respect to
WB Leveraged Capital, 1.6%; and (iv) with respect to WB Capital
Partners, 18.4%; and (B) with respect to the remaining $16,000,000 of
Loans outstanding (i) with respect to WCAS V, 80%; (ii) with respect to
WCAS VI, 0%; (iii) with respect to WB Leveraged Capital, 0%; and (iv)
with respect to WB Capital Partners, 20%.
(c) "Revolving Commitment" by deleting the amount
"$20,000,000" and substituting the amount "$36,000,000" therefor; and
(d) "Revolving Termination Date" by deleting the date "October
31, 1998" and substituting the date "October 29, 1999".
2. Addition of New Covenant. Article VI is hereby amended by
adding the following as a new Section 6.14:
Section 6.14 Year 200 Compliance. The Company has completed or
accomplished, or will complete or accomplish, the following:
(a) By August 31, 1999, prepare a comprehensive,
detailed inventory and assessment of the risk posed by the
"Year 2000 problem" as it may affect the Company's own
business, properties or operations;
(b) By August 31, 1999, make a detailed inquiry of
material suppliers, vendors and customers of the Company, to
ascertain whether such persons are aware of the need to
address the Year 2000 problem and whether they are taking
appropriate steps to do so;
(c) By August 31, 1999, prepare a detailed project
plan and budget for ensuring that the Year 2000 problem is
successfully addressed in all material respects as it pertains
to thou Company's own business, properties or operations, and
containing contingency plans to mitigate the effects of any
third party's unexpected failure to address the Year 2000
problem;
(d) By August 31, 1999, renovate all systems and
equipment affected by the Year 2000 problem to cause them to
perform correctly date-sensitive functions for relevant date
data from before and after December 31, 1999 ("Year 2000
Compliance") or replace them with technology not so affected,
and commence testing; and
(e) By August 31, 1999, complete testing and
installation of all material systems and equipment to ensure
timely Year 2000 Compliance.
For the purpose of this Section 6.14, "'Year 2000 Problem'
shall mean the inability of computers, as well as embedded microchips
in non-computing devices, to perform properly date-sensitive functions
with respect to certain dates prior to and after December 31, 1999."
B. REPRESENTATIONS AND WARRANTIES.
The Company hereby represents and warrants to the Bank that:
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1. No Event of Default specified in the Credit Agreement and no event
which with notice or lapse of time or both would become such an Event of Default
has occurred and is continuing;
2. The representations and warranties of the Company pursuant to the
Credit Agreement are true on and as of the date hereof as if made on and as of
said date;
3. The making and performance by the Company of this Amendment have
been duly authorized by all corporate action; and
4. No consent, approval, authorization, permit or license from any
federal or state regulatory authority is required in connection with the making
or performance of the Credit Agreement as amended hereby.
C. CONDITIONS PRECEDENT.
This Amendment will become effective as of October 7, 1998 provided
that the Bank shall have received in form and substance satisfactory to the
Bank, all of the following:
1. A copy of a resolution passed by the Board of Directors of the
Company, certified by the Secretary or an Assistant Secretary of the Company as
being in full force and effect on the date hereof, authorizing the borrowing
herein provided for and the execution, delivery and performance of the Credit
Agreement as hereby amended.
2. A certificate of incumbency certifying the names of the officers of
the Company authorized to sign this Amendment, together with the true signatures
of such officers.
3. Executed counterparts of this Amendment.
4. Payment of an amendment fee in the amount of $25,000.
5. A copy of the executed asset purchase agreement among the Company
and the stockholders of HealthCare Interchange Inc. (the "Asset Purchase").
6. Evidence that all conditions to the closing of the Asset Purchase
have occurred and all documents and agreements required thereby have been
executed and delivered
D. MISCELLANEOUS.
1. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with same effect as if the signatures thereto and
hereto were upon the same instrument.
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2. Except as herein specifically amended, fill terms, covenants and
provisions of the Credit Agreement shall remain in full force and effect and
shall be performed by the parties hereto according to its terms and provisions
and all references therein or in the Exhibits shall henceforth refer to the
Credit Agreement as amended by this Amendment.
3. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written.
MEDE AMERICA CORPORATION
By:
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Title:
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
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Title:
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ACKNOWLEDGED AND AGREED:
WELSH, CARSON, XXXXXXXX & XXXXX V, L.P.
By: WCAS V PARTNERS
Its General Partner
By:
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Its General Partner
WELSH, CARSON, XXXXXXXX & XXXXX VI, L.P.
By: WCAS VI PARTNERS
Its General Partner
By:
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Its General Partner
XXXXXXX XXXXX LEVERAGED CAPITAL FUND
LIMITED PARTNERSHIP
By: XXXXXXX XXXXX LEVERAGED CAPITAL
MANAGEMENT, L.P.
By: XXXXXXX XXXXX & COMPANY,
General Partner
By:
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XXXXXXX XXXXX CAPITAL PARTNERS V, L.P.
By: XXXXXXX XXXXX CAPITAL PARTNERS, LLC,
General Partner
By:
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