THIS AMENDMENT NO. 3 dated as of November 21, 2006 (this“Amendment”) of that certain Credit Agreement referenced below is by and among AMERIGROUP CORPORATION, a Delaware corporation (the“Borrower”), the Guarantors and the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.
WITNESS ETH
WHEREAS, a $150 million revolving credit facility has been established in favor of the Borrower pursuant to the terms of that Amended and Restated Credit Agreement dated as of October 22, 2003 (as amended and modified, the“Credit Agreement”) among the Borrower, the Guarantors, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent;
WHEREAS, the Borrower has requested certain modifications to the terms of the Credit Agreement; and
WHEREAS, the Lenders identified on the signatures pages hereto have agreed to the requested modifications on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
SECTION 1Amendment to the Credit Agreement. Clause (A) of the proviso of Section 2.01(b) of the Credit Agreement is hereby amended and restated to read as follows:
(A) the aggregate principal amount of L/C Obligations shall not exceed SEVENTY-FIVE MILLION DOLLARS ($75,000,000) (as such amount may be decreased in accordance with the provisions hereof, the“L/C Sublimit”; the L/C Sublimit is part of, and not in addition to the Aggregate Revolving Commitments)
SECTION 2Conditions Precedent. This Amendment shall be effective immediately upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Credit Parties, the Administrative Agent and the Required Lenders.
SECTION 3Miscellaneous.
3.1 The Credit Parties hereby affirm that, after giving effect to this Amendment, the representations and warranties set forth in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the date hereof (except those which expressly relate to an earlier period).
3.2 Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Credit Documents (including schedules and exhibits thereto, as supplemented) shall remain in full force and effect.
3.3 The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of Moore & Van Allen, PLLC.
3.4 This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this
CHAR1\925314v2
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Amendment to produce or account for more than one such counterpart. Delivery by any party hereto of an executed counterpart of this Amendment by facsimile shall be effective as such party’s original executed counterpart and shall constitute a representation that such party’s original executed counterpart will be delivered.
3.5 This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such state; provided that the Administrative Agent, the Collateral Agent and each Lender shall retain all rights arising under federal law.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.
BORROWER:
AMERIGROUP CORPORATION,
A Delaware corporation
By:
Stanley F. Baldwin
Name: Title:
Stanley F. Baldwin Executive Vice President General Counsel and Secretary
GUARANTORS:
PHP HOLDINGS, INC.
A Florida corporation
By:
Stanley F. Baldwin
Name: Title:
Stanley F. Baldwin Chief Operating Officer, President and Secretary
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AGENT: BANK OF AMERICA, N.A. in its capacity as
Administrative Agent and Collateral Agent By: Kevin L. Ahart
Name: Title:
Kevin L. Ahart Assistant Vice President
AGENT:
BANK OF
AMERICA, N.A. in its capacity as Lender,
L/C Issuer, Lender and Swing Line Lender
By: Name: Title:
Joseph L. Corah Joseph L. Corah Senior Vice President
CIBC INC.
By: Name: Title:
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch
By: Name: Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
By: Name: Title:
THE BANK OF NEW YORK
By: Name: Title:
BRANCH BANKING & TRUST COMPANY OF VIRGINIA
By: Name: Title:
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By: Name: Title:
LASALLE BANK NATIONAL ASSOCIATION
By: Name: Title:
S.NEXTLENDERS:BANK. OF AMERICA, NA., in its capacity as Lender, L/C Issuer, Lender and Swing Line Lender
By:
Name:
Title:
CIDC INC. By: Name: Title:
George Knight GeorgeKnight Authorized Signatory
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch By: Name: Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
By: Name: Title: THE BANK OF NEW YORK
By: Name: Title:
BRANCH BANKING & TRUST COMPANY OF VIRGINIA
By: Name: Title:
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By: Name: Title:
LASALLE BANK NATIONAL ASSOCIATION
By: Name: Title:
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LENDERS: BANK OF AMERICA, NA., in its capacity as Lender, L/C Issuer, Lender and Swing Line Lender
By: Name: Title:
CIBC INC.
By: Name: Title:
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch
By: Name:
DAVID DODD DAVID DODD
Title:VICE PRESIDENT MIKHAIL FAYBUSOVICH
S.CONTWACHOVIA BANK, NATIONAL ASSOCIATION
By: Name: Title:
THE BANK OF NEW YORK
By: Name: Title:
BRANCH BANKING & TRUST COMPANY OF VIRGINIA
By: Name: Title:
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By: Name: Title:
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LENDERS: BANK OF AMERICA, N.A., in its capacity as Lender, L/C Issuer, Lender and Swing Line Lender
By: Name: Title:
CIBC INC.
By: Name: Title:
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch By: Name: Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
BY: Name: Title:
Charnette W. Simmons Charnette W. Simmons Senior Vice President
THE BANK OF NEW YORK
By: Name: Title:
BRANCH BANKING & TRUST COMPANY OF VIRGINIA
By: Name: Title:
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By: Name: Title:
LASALLE BANK NATIONAL ASSOCIATION
By: Name: Title:
LENDERS:
BANK OF AMERICA, N.A., in its capacity as Lender, L/C Issuer, Lender and Swing Line Lender
By: Name: Title:
CIBC INC.
By: Name: Title:
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch
By: Name: Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
By: Name: Title:
THE BANK OF NE YORK
By: Name: Title:
Christopher T. Kordes Christopher T. Kordes Vice President
BRANCH BANKING & TRUST COMPANY OF VIRGINIA
By: Name: Title:
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By: Name: Title:
LASALLE BANK NATIONAL ASSOCIATION
By: Name: Title:
5
LENDERS: BANK OF AMERICA, NA., in its capacity as Lender, L/C Issuer, Lender and Swing Line Lender
By: Name: Title: CIBC INC.
By: Name: Title:
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch
By: Name: Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
By: Name: Title:
THE BANK OF NEW YORK
By:
Name:
Title:
BRANCH BANKING & TRUST COMPANY OF VIRGINIA
By: Name: Title:
S. Hearst Vann S. Hearst Vann Senior Vice President
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By: Name: Title:
LASALLE BANK NATIONAL ASSOCIATION
By: Name: Title:
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LENDERS: BANK OF AMERICA, N.A. in its capacity as Lender, L/C Issuer, Lender and Swing Line Lender By: Name: Title:
CIBC INC.
By: Name: Title:
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch
By: Name: Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
By: Name: Title:
THE BANK OF NEW YORK
By: Name: Title:
BRANCH BANKING & TRUST COMPANY OF VIRGINIA
By: Name: Title:
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By: Name: Title:
LASALLE BANK NATIONAL ASSOCIATION
By: Name: Title:
George L. Kemis George L. Kemis Senior Vice President
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REGIONS BANK
By Name: Title:
SUNTRUST BANK By: Name: Title:
John W. Teasley John W. Teasley Director
UBS LOAN FINANCE LLC
By: Name: Title:
By: Name: Title:
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REGIONS BANK
By: Name: Title:
SUNTRUST BANK
By: Name: Title:
UBS LOAN FINANCE By:
Toba Loabantobing
Title: Associate Director Banking Products Services, US
By:
Ija R. Otsa
Associate Director Banking Products Services, US
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