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EXHIBIT 4.18
October 14, 1999
Vision Twenty-One, Inc.
0000 Xxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Gentlemen:
We refer to the Amended and Restated Credit Agreement dated as of July
1, 1998, as amended, between you and us (the "Credit Agreement"). All
capitalized terms used herein without definition shall have the same meaning
herein as such terms are defined in the Credit Agreement.
The Borrower has advised the Banks that it is currently negotiating
with two or more private equity groups for the injection of $35,000,000 in cash
in exchange for convertible preferred stock. In order to afford the Borrower
time to negotiate with the potential investors, the Borrower has requested that
the Banks temporarily waive effective September 30, 1999, the Borrower's
non-compliance with the following covenants contained in the Credit Agreement:
(i) Section 1.8(b) which required payment of the September 30, 1999, principal
installment of $388,040.80 due with respect to the Term A Loans, (ii) Section
1.4 which required timely payment of interest when due in the amount of
$409,411.96 which payment was received on October 6 and 7, 1999, which was
after the applicable grace period, (iii) Section 8.5(a) which required the
furnishing of the July 1999 monthly financial statements to the Banks, (iv)
Section 4.2 which required putting in place blocked account arrangements (which
such agreements were required to be entered into no later than September 30,
1999, with respect to the 15 largest accounts), (v) Section 8.5(h) which
required providing the Banks with written notice of default, (vi) Section
8.5(a) which will require timely delivery of the August 1999 financial
statements to the Banks, and (vii) Section 8.34 which will require repayment of
the Loans by $2,000,000 out of the proceeds of repayment of advances made by
the Borrower to the practice groups.
In order to accommodate the Borrowers request, the Banks hereby agree
to temporarily waive the Borrower's non-compliance with the above-referenced
covenants through the period ending November 5, 1999. This waiver is
conditioned upon the following: (a) on or before October 29, 1999, the Borrower
shall have received written commitments to inject not less than $31,600,000 of
new cash equity into the Borrower's business (which commitments shall not have
any conditions which the Agent in its reasonable credit judgment deems
unacceptable), and (b) the Borrower and the Banks hereby agree that it shall
constitute an Event of Default under the
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Vision Twenty-One, Inc.
October 14, 1999
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Credit Agreement if the Borrower fails to receive at least $31,600,000 of new
cash equity proceeds on or before November 5, 1999, or, notwithstanding receipt
of such equity proceeds, the Borrower and the Banks fail to restructure the
credit facility provided for in the Credit Agreement on mutually agreeable
terms on or before the date of the Borrower's receipt of such equity proceeds.
The Banks expect and require that the Borrower comply with the covenants
referred to in clauses (i)-(vii) above on or before November 5, 1999, to the
extent they have not been terminated or modified in a restructured credit
facility. If acceptable written commitments as described above to provide such
equity are not provided on or before October 29, 1999, or if the Borrower fails
to pay the $80,000 fee due the Banks on November 5, 1999, or if Borrower is not
in compliance with covenants listed in clauses (i)-(vii) above as of November
5, 1999, or an Event of Default arises under the terms of clause (b) set forth
above, the waiver set forth herein shall no longer be in effect and the Banks
shall be entitled to enforce the covenants referenced above as Events of
Default pursuant to Section 9 of the Credit Agreement and any and all of the
Banks' rights and remedies under the Loan Documents as a result thereof.
Except as specifically waived or modified hereby, all of the terms and
conditions of the Credit Agreement shall stand and remain unchanged and in full
force and effect. This waiver does not extend to or cover any other Events of
Default which may now or hereafter exist under the Credit Agreement, this
waiver being expressly limited to the covenants referred to in clauses
(i)-(vii) above. This waiver shall become effective upon the execution and
delivery hereof by each of the Banks and the Borrower as set forth below. This
waiver may be executed in counterparts and by different parties on separate
counterpart signature pages, each of which shall be an original and all of
which taken together shall constitute one and the same instrument. This waiver
shall be governed by, and construed in accordance with, the laws of the State
of Illinois.
[SIGNATURE PAGES TO FOLLOW]
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Vision Twenty-One, Inc.
October 14, 1999
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This waiver letter is entered into by and among the parties hereto as
of the date first above written.
BANK OF MONTREAL, in its individual BANK ONE TEXAS, N.A.
capacity as a Bank and as Agent
By /s/ By /s/
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Name Name
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Title Title
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PACIFICA PARTNERS I, X.X. XXXXXXX PRIME RATE TRUST
By: Imperial Credit Asset Management, as By: Pilgrim Investments, Inc., as its
its Investment Manager Investment Manager
By /s/ By /s/
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Name Name
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Title Title
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PILGRIM AMERICA HIGH INCOME XXXXXXX XXXXX BUSINESS FINANCIAL
INVESTMENTS LTD. SERVICES, INC.
By: Pilgrim Investments, Inc., as its
Investment Manager
By /s/ By /s/
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Name Name
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Title Title
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Acknowledged and agreed to as of the date first above written
VISION TWENTY-ONE, INC.
By /s/ Xxxxxxx Xxxxx
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Name Xxxxxxx Xxxxx
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Title Chief Financial Officer
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