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EXHIBIT 10.2
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HEALTHCARE RECOVERIES, INC.
AS THE BORROWER
AND
THE FINANCIAL INSTITUTIONS NAMED HEREIN
AS LENDERS
AND
NATIONAL CITY BANK OF KENTUCKY
AS ADMINISTRATIVE AGENT
AMENDMENT NO. 4
DATED AS OF
JUNE 23, 2000
TO
CREDIT AGREEMENT
DATED AS OF
FEBRUARY 1, 1998
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AMENDMENT NO. 4 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of June 23, 2000
("THIS AMENDMENT"), among the following:
(i) HEALTHCARE RECOVERIES, INC., a Delaware corporation
(herein, together with its successors and assigns, the "BORROWER");
(ii) the financial institutions listed on the signature
pages hereof (the "LENDERS"); and
(iii) NATIONAL CITY BANK OF KENTUCKY, a national banking
association, as Administrative Agent (the "ADMINISTRATIVE AGENT") for
the Lenders under the Credit Agreement:
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders named therein, and the
Administrative Agent entered into the Credit Agreement, dated as of February 1,
1998, as amended by Amendment No. 1 thereto, dated as of May 15, 1998, Amendment
No. 2 thereto, dated as of March 1, 1999, and Amendment No. 3 thereto, dated as
of May 15, 2000 (as so amended, the "CREDIT AGREEMENT"; with the terms defined
therein, or the definitions of which are incorporated therein, being used herein
as so defined).
(2) The parties hereto desire to amend certain of the terms of the
Credit Agreement, as more fully set forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. AMENDMENT TO COVENANT ON ADVANCES, INVESTMENTS, ETC. Clause
(p) of section 9.5 of the Credit Agreement is amended to read in its entirety as
follows:
(p) any other loans, advances, investments (whether in
the form of cash or contribution of property, and if in the form of a
contribution of property, such property shall be valued for purposes of
this clause (p) at the fair value thereof as reasonably determined by
the Borrower) and Guaranty Obligations, including, without limitation,
in or to or for the benefit of, Subsidiaries, joint ventures, or other
persons, not otherwise permitted by the foregoing clauses, made after
the end of the most recent fiscal quarter of the Borrower for which
financial statements were furnished to the Lenders prior to the
Effective Date (such loans, advances and investments and Guaranty
Obligations, collectively, "BASKET INVESTMENTS AND GUARANTEES"), shall
be permitted to be incurred if (i) no Event of Default shall have
occurred and be continuing, or would result therefrom, (ii) the
aggregate Basket Investments and Guarantees outstanding at any time
does not exceed $10,000,000, and (iii) no more than $900,000 of the
aggregate Basket Investments and Guarantees outstanding at any time
(exclusive of any unpaid or accrued interest thereon) consists of loans
or advances to, and Guaranty Obligations incurred to support
Indebtedness of, officers, directors and employees of the Borrower and
its Subsidiaries.
2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants as follows:
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(a) AUTHORIZATION, VALIDITY AND BINDING EFFECT. This
Amendment has been duly authorized by all necessary corporate action on
the part of the Borrower, has been duly executed and delivered by a
duly authorized officer or officers of the Borrower, and constitutes
the valid and binding agreement of the Borrower, enforceable against
the Borrower in accordance with its terms.
(b) REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT. The
representations and warranties of the Borrower contained in the Credit
Agreement, as amended hereby, are true and correct on and as of the
date hereof as though made on and as of the date hereof, except to the
extent that such representations and warranties expressly relate to a
specified date, in which case such representations and warranties are
hereby reaffirmed as true and correct when made.
(c) NO EVENT OF DEFAULT, ETC. No condition or event has
occurred or exists which constitutes or which, after notice or lapse of
time or both, would constitute an Event of Default.
(d) COMPLIANCE. The Borrower is in full compliance with
all covenants and agreements contained in the Credit Agreement, as
amended hereby.
3. EFFECTIVENESS. This Amendment shall become effective on and as
of the date (the "EFFECTIVE DATE"), on or before June 23, 2000 if the following
conditions are satisfied:
(a) this Amendment shall have been executed by the
Borrower and the Administrative Agent, and counterparts hereof as so
executed shall have been delivered to the Administrative Agent; and
(b) the Administrative Agent shall have been notified by
the Required Lenders that such Lenders have executed this Amendment
(which notification may be by facsimile or other written confirmation
of such execution).
The Administrative Agent shall notify the Borrower and each Lender in writing
of the effectiveness hereof and of the specific Effective Date.
4. RATIFICATIONS. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Credit Agreement, and except as expressly modified and superseded
by this Amendment, the terms and provisions of the Credit Agreement are ratified
and confirmed and shall continue in full force and effect.
5. MISCELLANEOUS.
5.1. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon
and inure to the benefit of the Borrower, each Lender and the Administrative
Agent and their respective permitted successors and assigns.
5.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in this Amendment shall survive the
execution and delivery of this Amendment, and no investigation by the
Administrative Agent or any Lender or any subsequent Loan or issuance of a
Letter of Credit shall affect the representations and warranties or the right of
the Administrative Agent or any Lender to rely upon them.
5.3. REFERENCE TO CREDIT AGREEMENT. The Credit Agreement and any
and all other agreements, instruments or documentation now or hereafter executed
and delivered pursuant to the terms of
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the Credit Agreement as amended hereby, are hereby amended so that any reference
therein to the Credit Agreement shall mean a reference to the Credit Agreement
as amended hereby.
5.4. EXPENSES. As provided in the Credit Agreement, but without
limiting any terms or provisions thereof, the Borrower agrees to pay on demand
all costs and expenses incurred by the Administrative Agent in connection with
the preparation, negotiation, and execution of this Amendment, including without
limitation the costs and fees of the Administrative Agent's special legal
counsel, regardless of whether this Amendment becomes effective in accordance
with the terms hereof, and all costs and expenses incurred by the Administrative
Agent or any Lender in connection with the enforcement or preservation of any
rights under the Credit Agreement, as amended hereby.
5.5. SEVERABILITY. Any term or provision of this Amendment held by
a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the term or provision so held to be invalid or
unenforceable.
5.6. APPLICABLE LAW. This Amendment shall be governed by and
construed in accordance with the laws of the Commonwealth of Kentucky.
5.7. HEADINGS. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
5.8. ENTIRE AGREEMENT. This Amendment is specifically limited to
the matters expressly set forth herein. This Amendment and all other
instruments, agreements and documentation executed and delivered in connection
with this Amendment embody the final, entire agreement among the parties hereto
with respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to the matters covered by this Amendment, and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto relating to the subject matter hereof or any other
subject matter relating to the Credit Agreement.
5.9. COUNTERPARTS. This Amendment may be executed by the parties
hereto separately in one or more counterparts, each of which when so executed
shall be deemed to be an original, but all of which when taken together shall
constitute one and the same agreement.
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.
HEALTHCARE RECOVERIES, INC. NATIONAL CITY BANK OF KENTUCKY,
individually as a Lender, a Letter of
Credit Issuer and as Administrative Agent
By: /s/
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Chief Financial Officer By: /s/
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Senior Vice President
BANK ONE, KENTUCKY, N.A. AMSOUTH BANK (successor in interest by
merger to First American National Bank)
By: /s/
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Title: By: /s/
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Title:
LASALLE BANK NATIONAL
ASSOCIATION
f/k/a LaSalle National Bank
By: /s/
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Title:
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