EXHIBIT 10(RR)
AMENDMENT NO. 2
TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
----------------------------------------
THIS AMENDMENT NO. 2 TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
(this "Amendment") is made and entered into as of November 21, 2002, by and
among FPIC INSURANCE GROUP, INC., a Florida corporation (the "Borrower"), the
several banks and other financial institutions from time to time party hereto
(the "Lenders"), and SUNTRUST BANK, in its capacity as Administrative Agent for
the Lenders (the "Administrative Agent") and in its capacity as Collateral Agent
for the Lenders (the "Collateral Agent"), and is joined by certain subsidiaries
of the Borrower, as Subsidiary Guarantors (the "Subsidiary Guarantors") pursuant
to the Joinder of Subsidiary Guarantors attached hereto.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to that certain Revolving Credit and Term Loan Agreement, dated as of
August 31, 2001, as amended by that certain Amendment No. 1 to Revolving Credit
and Term Loan Agreement, dated as of March 25, 2002 (as amended, the "Existing
Credit Agreement"), pursuant to which the Lenders have agreed to make Loans to
the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the
account of the Borrower (provided, subject to the terms and conditions of the
Existing Credit Agreement, such Letters of Credit may be issued on behalf of the
Borrower or, if requested by the Borrower, on behalf of any Subsidiary), all
upon the terms and subject to the conditions specified in the Existing Credit
Agreement; and
WHEREAS, the Borrower, the Lenders, the Administrative Agent and, by
joinder hereto, the Subsidiary Guarantors, have agreed to modify and amend the
Existing Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the Borrower, the Lenders, the
Administrative Agent and, by joinder hereto, the Subsidiary Guarantors, agree as
follows:
ARTICLE I
DEFINITIONS
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Section 1.1 Certain Definitions. Unless otherwise defined herein or
the context otherwise requires, the following terms as used in this Amendment,
including the preamble and recitals, have the meanings set forth below:
"Amended Credit Agreement" shall mean the Existing
Credit Agreement, as amended hereby.
"Amendment No. 2 Effective Date" shall have the meaning
assigned to such term in Article IV.
Section 1.2 Other Definitions. Unless otherwise defined herein,
capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the Existing Credit Agreement.
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ARTICLE II
AMENDMENTS TO EXISTING AGREEMENT
--------------------------------
Except as otherwise set forth in Section 2.14, effective as of the
Amendment No. 2 Effective Date, the Existing Credit Agreement is hereby amended
in accordance with this Article II as follows:
Section 2.1 Amendment to Section 1.1 - Definitions. Section 1.1 -
Definitions of "ARTICLE I - DEFINITIONS; CONSTRUCTION" of the Existing Credit
Agreement is hereby amended to delete the definitions of the terms "Collateral"
and "Consolidated Total Debt" in their entirety and to insert the following new
definitions for such terms in their place:
"Collateral" shall mean a collective reference to the
"Collateral" which is identified in, and at any time will be covered
by, each Stock Pledge Agreement and/or each Liquid Collateral Pledge
Agreement, as applicable.
"Consolidated Total Debt" shall mean, as of any
date of determination, all Indebtedness of the Borrower and its
Subsidiaries that would be reflected on a consolidated balance sheet
of the Borrower prepared in accordance with GAAP as of such date
(other than Indebtedness described in clause (k) of the definition
thereof); provided, that there shall be excluded from Consolidated
Total Debt the stated amount of Letters of Credit provided in
connection with reinsurance arrangements as to those states in which
any of the Insurance Subsidiaries are not qualified to sell
insurance products; and further provided, that for purposes of
determining the "Applicable Margin" and the "Applicable Percentage"
as set forth in the definitions thereof and, in addition, for
purposes of calculating the financial covenants set forth in
Sections 6.1, 6.2 and 6.3, there shall be excluded from Consolidated
Total Debt the dollar amount (or value) of any Liquid Collateral
securing the Loans.
Section 2.2 Amendment to Section 1.1 - Definitions. Section 1.1 -
Definitions of "ARTICLE I - DEFINITIONS; CONSTRUCTION" of the Existing Credit
Agreement is hereby amended to add the definitions of the terms "Liquid
Collateral Control Agreements", "Liquid Collateral Pledge Agreements", "Combined
Gross Premiums Written" and "Liquid Collateral" in their proper alphabetical
order as follows:
"Liquid Collateral Control Agreements" shall mean,
collectively, (a) that certain Control Agreement, dated as of
November 12, 2002, executed by and among the Borrower, Mercantile
Bank and the Collateral Agent, and (b) each additional control
agreement required to be executed by each collateral assignment of
Liquid Collateral, substantially in the form referenced in clause
(a) above, executed by and among the Borrower, the holder of such
Liquid Collateral (if not the Collateral Agent) and the Collateral
Agent and any and all modifications, amendments, supplements or
restatements thereof.
"Liquid Collateral Pledge Agreements" shall mean,
collectively, (a) that certain Collateral Assignment of Certificate
of Deposit, dated as of November 13, 2002, executed by the Borrower
in favor of the Collateral Agent for the benefit of the Lenders, and
(b) each additional collateral assignment of Liquid Collateral,
substantially in the form referenced in clause (a) above, executed
by the Borrower in favor of the Collateral Agent for the benefit of
the Lenders, and any and all modifications, amendments, supplements
or restatements thereof.
"Combined Gross Premiums Written" shall mean, with
respect to the Insurance Subsidiaries as of any date on a combined
basis, the sum of gross premiums written as of such date by each
such Insurance Subsidiary as determined in accordance with SAP.
"Liquid Collateral" shall mean, collectively, all
certificates of deposit or other liquid collateral approved by
the Administrative Agent pledged to the Collateral Agent pursuant to
each Liquid Collateral Pledge Agreement.
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Section 2.3 Amendment to Section 2.4 - Term Loan Commitments.
Section 2.4 - Term Loan Commitments of "ARTICLE II AMOUNT AND TERMS OF THE
COMMITMENTS" of the Existing Credit Agreement is hereby amended to delete such
Section in its entirety and to insert the following new Section 2.4 in its
place:
Section 2.4 Term Loans; Security.
(a) Subject to the terms and conditions set forth
herein, each Lender severally agrees to make a single loan
(each, a "Term Loan") to the Borrower on the Closing Date in a
principal amount not to exceed the Term Loan Commitment of such
Lender; provided, that if for any reason the full amount of such
Lender's Term Loan Commitment is not fully drawn on the Closing
Date, the undrawn portion thereof shall automatically be cancelled.
The Term Loans may be, from time to time, Base Rate Loans or
Eurodollar Loans or a combination thereof. The execution and
delivery of this Agreement by the Borrower and the satisfaction of
all conditions precedent pursuant to Section 3.1 shall be deemed to
constitute the Borrower's request to borrow the Term Loans on the
Closing Date.
(b) The Term Loans shall be secured by the Liquid
Collateral pursuant to the Liquid Collateral Pledge Agreements. The
Term Loans and the Revolving Loan shall be cross-collateralized.
Accordingly, all Collateral at any time securing the Term Loan shall
also secure the Revolving Loan, and vice versa.
Section 2.4 Amendment to Section 2.10 - Prepayments. Section 2.10 -
Prepayments of "ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS" of the Existing
Credit Agreement is hereby amended to delete Section 2.10(a) in its entirety and
to insert the following new Section 2.10(a) in its place:
(a) Mandatory Prepayments; Mandatory Liquid
Collateral. The Borrower shall be required to make mandatory
principal prepayments from (i) 100% of the Net Cash Proceeds
(including all Net Cash Proceeds received on any purchase money
Indebtedness held by the recipient of such Net Cash Proceeds) from
any Asset Disposition, and (ii) 100% of Net Cash Proceeds received
from any Equity Issuance or Debt Issuance. In each such case, the
Borrower will deliver to the Administrative Agent, concurrently with
such prepayment, a certificate signed by a Responsible Officer, in
form and substance satisfactory to the Administrative Agent, setting
the forth the calculation of such Net Cash Proceeds. Additionally,
the Borrower shall be required (i) to make mandatory principal
prepayments on the Term Loans and/or (ii) to provide Liquid
Collateral, in form and substance acceptable to the Administrative
Agent, for the Loans (A) quarterly, in the amount of $350,000.00 on
or before each of March 31, 2003, June 30, 2003, September 30, 2003
and December 31, 2003, and (B) in the amount of $1,312,500.00 on or
before each of March 31, 2004 and June 30, 2004. All mandatory
prepayments shall be applied as follows: first, to the Term Loans to
the remaining amortization payments in inverse order of maturity,
second, after all Term Loans have been repaid, to the Revolving
Loans (with a corresponding permanent reduction in the Revolving
Commitments), and last, after all Revolving Loans have been repaid,
to a cash collateral account in respect of the LC Exposure. Further,
if at any time after the Closing Date, the sum of the aggregate
outstanding Revolving Credit Exposures of all Lenders shall exceed
the aggregate Revolving Commitments of all Lenders, the Borrower
shall immediately prepay the Revolving Loans in an amount sufficient
to eliminate such excess. Within the parameters of the application
set forth above, prepayments shall be applied first to Base Rate
Loans and then to Eurodollar Loans in direct order of Interest
Period maturities. All prepayments under this Section 2.10(a) shall
be subject to Section 2.17 and be accompanied by interest on the
principal amount prepaid through the date of prepayment in
accordance with Section 2.11(c).
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Section 2.5 New Section 4.25 - Liquid Collateral Pledge Agreements.
A new Section 4.25 - Liquid Collateral Pledge Agreements is hereby added to
"ARTICLE IV REPRESENTATIONS AND WARRANTIES" of the Existing Credit Agreement as
follows:
Section 4.25 Liquid Collateral Pledge Agreements.
Upon the execution and delivery of each Liquid Collateral
Pledge Agreement and each respective Liquid Collateral Control
Agreement, the Collateral Agent shall have a valid, perfected first
priority and enforceable Lien on the Collateral referred to therein
and encumbered thereby.
Section 2.6 Amendment to Section 5.12 - A.M. Best Rating. Section
5.12 - A.M. Best Rating of "ARTICLE V AFFIRMATIVE COVENANTS" of the Existing
Credit Agreement is hereby amended to delete such Section in its entirety and to
insert the following new Section 5.12 in its place:
Section 5.12 A.M. Best Rating. The Borrower will
cause First Professionals at all times to be rated "B++" or
higher, itself or as part of an insurance company group so rated, by
A.M. Best Company.
Section 2.7 New Section 5.15 - Additional Mandatory Prepayment;
Collateral. A new Section 5.15 - Additional Mandatory Prepayment; Collateral is
hereby added to "ARTICLE V AFFIRMATIVE COVENANTS" of the Existing Credit
Agreement as follows:
Section 5.15 Additional Mandatory Prepayment;
Collateral. The Borrower, no later than January 31, 2003, will make
a mandatory prepayment of the outstanding principal balance of the
Term Loans in the amount of $1,000,000.00 or, alternatively, will
pledge to the Collateral Agent not less than $1,000,000.00 in
additional Liquid Collateral, in form and substance acceptable to
the Administrative Agent, to further secure the Loans, all as
required by the temporary forbearance agreement previously executed
by the Borrower, the Subsidiary Guarantors, the Administrative Agent
and the Lenders. Thereafter, the Borrower, no later than January 31,
2004, either will (a) fully repay the Term Loans, (b) fully secure
the Term Loans with Liquid Collateral, in form and substance
acceptable to the Administrative Agent, or (c) pay to the Lenders an
additional fee of $1,000,000.00.
Section 2.8 Amendment to Section 6.2 - Consolidated Total Debt to
Cash Flow Available for Debt Service Ratio. Section 6.2 - Consolidated Total
Debt to Cash Flow Available for Debt Service Ratio of "ARTICLE VI FINANCIAL
COVENANTS" of the Existing Credit Agreement is hereby amended to delete such
Section in its entirety and to insert the following new Section 6.2 in its
place:
Section 6.2 Consolidated Total Debt to Cash Flow
Available for Debt Service Ratio. The Borrower and its Subsidiaries
will have, as of the end of each fiscal quarter of the Borrower,
commencing with the fiscal quarter ending December 31, 2002, a
Consolidated Total Debt to Cash Flow Available for Debt Service
Ratio of not greater than 3.0:1.0, calculated on a rolling
four-quarter basis.
Section 2.9 Amendment to Section 6.4 - Consolidated Net Worth.
Section 6.4 - Consolidated Net Worth of "ARTICLE VI FINANCIAL COVENANTS" of the
Existing Credit Agreement is hereby amended to delete such Section in its
entirety and to insert the following new Section 6.4 in its place:
Section 6.4 Consolidated Net Worth. The Borrower and
its Subsidiaries will have, as of the end of each fiscal quarter
of the Borrower, a Consolidated Net Worth (excluding other
comprehensive income/loss) in an amount equal to or greater than the
sum of (a) $150,000,000, plus 50% of Consolidated Net Income on a
cumulative basis accrued subsequent to September 30, 2002,
commencing with the fiscal quarter ending December 31, 2002, all
determined in accordance with GAAP; provided, that if Consolidated
Net Income is negative in any fiscal quarter the amount added for
such fiscal quarter shall be zero and such negative
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Consolidated Net Income shall not reduce the amount of Consolidated
Net Income added from any previous fiscal quarter, plus (b) 100% of
the Net Cash Proceeds from any Equity Issuance.
Section 2.10 Amendment to Section 6.5 - Combined Adjusted Capital to
Combined Risk-Based Capital Ratio. Section 6.5 - Combined Adjusted Capital to
Combined Risk-Based Capital Ratio of "ARTICLE VI FINANCIAL COVENANTS" of the
Existing Credit Agreement is hereby amended to delete such Section in its
entirety and to insert the following new Section 6.5 in its place:
Section 6.5 Combined Adjusted Capital to Combined
Risk-Based Capital Ratio. The Insurance Subsidiaries will have, as
of the end of each fiscal year of the Borrower, commencing with the
fiscal year ending December 31, 2002, a Combined Adjusted Capital to
Combined Risk-Based Capital Ratio of not less than 3.0:1.0
determined in accordance with SAP.
Section 2.11 Amendment to Section 6.6 - Combined Net Premiums
Written to Combined Statutory Capital and Surplus Ratio. Section 6.6 - Combined
Net Premiums Written to Combined Statutory Capital and Surplus Ratio of "ARTICLE
VI FINANCIAL COVENANTS" of the Existing Credit Agreement is hereby amended to
delete such Section in its entirety and to insert the following new Section 6.6
in its place:
Section 6.6 Combined Net Premiums Written to Combined
Statutory Capital and Surplus Ratio. The Insurance Subsidiaries
will have, as of the end of each fiscal quarter of the Borrower,
commencing with the fiscal quarter ending December 31, 2002, a
Combined Net Premiums Written to Combined Statutory Capital and
Surplus Ratio of not greater than 1.75:1.0, calculated on a rolling
four-quarter basis and determined in accordance with SAP.
Section 2.12 New Section 6.7 - Combined Gross Premiums Written to
Combined Statutory Capital and Surplus Ratio. A new Section 6.7 - Combined Gross
Premiums Written to Combined Statutory Capital and Surplus Ratio is hereby
added to "ARTICLE VI FINANCIAL COVENANTS" of the Existing Credit Agreement as
follows:
Section 6.7 Combined Gross Premiums Written to
Combined Statutory Capital and Surplus Ratio. The Insurance
Subsidiaries will have, as of the end of each fiscal quarter of the
Borrower, commencing with the fiscal quarter ending December 31,
2002, a Combined Gross Premiums Written to Combined Statutory
Capital and Surplus Ratio of not greater than 2.75:1.0, calculated
on a rolling four-quarter basis and determined in accordance with
SAP.
Section 2.13 Amendment to Section 7.5 - Restricted Payments. Section
7.5 - Restricted Payments of "ARTICLE VII NEGATIVE COVENANTS" of the Existing
Credit Agreement is hereby amended to delete such Section in its entirety and to
insert the following new Section 7.5 in its place:
Section 7.5 Restricted Payments. The Borrower will
not, and will not permit its Subsidiaries to, declare or make, or
agree to pay or make, directly or indirectly, any dividend on any
class of its stock, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase,
redemption, retirement, defeasance or other acquisition of, any
shares of common stock or Indebtedness subordinated to the
Obligations of the Borrower or any options, warrants, or other
rights to purchase such common stock or such Indebtedness, whether
now or hereafter outstanding (each, a "Restricted Payment"), except
for (a) dividends payable by the Borrower solely in shares of any
class of its common stock, (b) Restricted Payments made by any
Subsidiary to the Borrower or to another Subsidiary Loan Party and
by any Subsidiary Controlled by an Insurance Subsidiary to such
Insurance Subsidiary or to another Subsidiary Controlled by such
Insurance Subsidiary, and (c) cash dividends paid on, and cash
redemptions of, the common stock of the Borrower; provided, that (i)
no Default or Event of Default has occurred and is continuing at the
time such dividend is paid or redemption is made, and (ii) the
aggregate amount of all such Restricted Payments made by the
Borrower in any fiscal
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year does not exceed 50% of Consolidated Net Income (if greater than
$0) earned during the immediately preceding fiscal year.
Notwithstanding the foregoing, the Borrower will not repurchase any
of its Capital Stock without the prior written consent of the
Required Lenders.
Section 2.14 Amendment to Schedule I - Pricing Grid. Schedule I -
Pricing Grid to the Existing Credit Agreement is hereby amended to delete such
Schedule in its entirety and to insert the following new Schedule I in its
place:
Schedule I
PRICING GRID
------------
Consolidated Total Debt Applicable Margin Applicable Percentage
to (per annum) (per annum)
Consolidated Total Capital
------------------------------------------ ----------------------------------------------------- -----------------------------
Base Rate Eurodollar Commitment Fee
------------------------------------------ -------------------------- -------------------------- -----------------------------
Level I: < 20% 1.75% 2.75% 0.30%
------------------------------------------ -------------------------- -------------------------- -----------------------------
Level II: => 20% and < 25% 2.00% 3.00% 0.35%
------------------------------------------ -------------------------- -------------------------- -----------------------------
Level III: => 25% 2.25% 3.25% 0.40%
------------------------------------------ -------------------------- -------------------------- -----------------------------
Notwithstanding any other provisions of this Amendment, the new
Pricing Grid set forth above shall be effective and applicable on and after
November 23, 2002 and, accordingly, the Borrower acknowledges and agrees that
from and after November 23, 2002, the Applicable Margin and the Applicable
Percentage each shall be at Level II until delivery to the Administrative Agent
of the Borrower's financial statements required by Section 5.1(b) of the
Existing Credit Agreement and the compliance certificate required by Section
5.1(e) of the Existing Credit Agreement for the fiscal quarter ending December
31, 2002 and for each fiscal quarter thereafter, at which time such Applicable
Margin and Applicable Percentage shall be reset as provided in the Amended
Credit Agreement.
ARTICLE III
CONSENT AND WAIVER OF COVENANT VIOLATION
----------------------------------------
Section 3.1 Consent and Waiver. Under the terms and conditions of
Section 5.12 - A.M. Best Rating of "ARTICLE V - AFFIRMATIVE COVENANTS" of the
Existing Credit Agreement, the Borrower was required to cause First
Professionals at all times to be rated "A-" or higher, itself or as part of an
insurance company group so rated, by A.M. Best Company. The Borrower
acknowledges and agrees that the Borrower is not in compliance with this
covenant and, as a result thereof, the Borrower has requested that the Lenders
waive such covenant non-compliance. In consideration of the covenants and
agreements set forth in this Amendment, the Administrative Agent and the
Lenders, pursuant to Section 10.2(b) of the Existing Credit Agreement, hereby
agree, effective as of the Amendment No. 2 Effective Date, to waive the
Borrower's non-compliance with the A.M. Best Rating covenant set forth in
Section 5.12 of the Existing Credit Agreement prior to the Amendment No. 2
Effective Date; provided, that the Borrower shall be in full compliance with
such A.M. Best Rating covenant (as modified as set forth in Section 2.6) at all
times after the Amendment No. 2 Effective Date.
Section 3.2 No Future Waiver. The waiver set forth in Section 3.1 is
a one-time waiver, applicable only to the Borrower's non-compliance with the
A.M. Best Rating covenant set forth in Section 5.12 of the Existing Credit
Agreement prior to the Amendment No. 2 Effective Date, and shall not be
construed to be (a) a waiver as to future compliance with Section 5.12 of the
Amended Credit Agreement,
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(b) a waiver of any Default or Event of Default that may now or hereafter exist,
or (c) an amendment of or modification to the Existing Credit Agreement. The
Administrative Agent and the Lenders hereby reserve all of their rights, powers
and remedies under the Amended Credit Agreement, after giving effect to this
Amendment, and applicable law.
ARTICLE IV
CONDITIONS TO EFFECTIVENESS
---------------------------
This Amendment shall be and become effective as of the date hereof
(the "Amendment No. 2 Effective Date") when all of the conditions set forth in
this Article IV shall have been satisfied, as reasonably determined by the
Administrative Agent, and thereafter, this Amendment shall be known, and may be
referred to, as "Amendment No. 2":
Section 4.1 Approval by Required Lenders. The Required Lenders shall
have approved the modifications and amendments set forth in this Amendment, such
approval to be evidenced by such Required Lenders' execution of counterparts of
this Amendment as set forth in Section 4.2.
Section 4.2 Execution of Counterparts. The Administrative Agent
shall have received (including by telecopy) counterparts of this Amendment that
shall have been duly executed on behalf of the Borrower, the Subsidiary
Guarantors, the Administrative Agent and the Required Lenders.
Section 4.3 Legal Details, Etc. All documents executed or submitted
pursuant hereto shall be reasonably satisfactory in form and substance to the
Administrative Agent and its counsel prior to or by the time of closing. Prior
to or by the time of closing, the Administrative Agent and its counsel shall
have received all information, legal opinions and other documents, and such
counterpart originals or such certified or other copies of such originals as the
Administrative Agent or its counsel may reasonably request, and all legal
matters incident to the transactions contemplated by this Amendment shall be
reasonably satisfactory to the Administrative Agent and its counsel.
Section 4.4 Payment of Waiver/Modification Fee. The Borrower shall
have paid to the Administrative Agent a waiver/modification fee in connection
with this Amendment in an amount equal to 0.25% multiplied by the aggregate
Commitments, such fee being for the account of each Consenting Lender (as
defined below) and payable pro rata based on the ratio of such Consenting
Lender's Commitment to the aggregate of all such Consenting Lenders'
Commitments; provided, that such fee shall be payable only to those Lenders
(each, a "Consenting Lender," and collectively, the "Consenting Lenders") that
shall have returned (including via telecopy addressed to Edward E. Wooten at
407-237-4076 with delivery of original to follow as required by Section 5.5)
executed signature pages to this Amendment on or before the close of business on
November 22, 2002, as directed by the Administrative Agent.
Section 4.5 Payment of Other Fees and Expenses. The Borrower shall
have paid all out-of-pocket costs and expenses of the Administrative Agent,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the preparation, execution and delivery
of this Amendment.
ARTICLE V
MISCELLANEOUS
-------------
Section 5.1 Representations and Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that, after
giving effect to this Amendment, (a) no Default or Event of Default exists under
the Existing Credit Agreement or any of the other Loan Documents, (b) all
representations and warranties of each Loan Party set forth in the Loan
Documents are true and correct in all material respects on and as of the date
hereof (except for those which expressly relate
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to an earlier date), (c) since the date of the most recent financial statements
of the Borrower described in Section 5.1(a) or (b) of the Existing Credit
Agreement, there has been no change which has had or could reasonably be
expected to have a Material Adverse Effect, and (d) the Loan Documents are
legal, valid and binding obligations of the respective Loan Parties and are
enforceable by the Administrative Agent and the Lenders, as applicable, against
such Loan Parties in accordance with their respective terms.
Section 5.2 Cross References. References in this Amendment to any
Section are, unless otherwise specified, to such Section of this Amendment.
Section 5.3 Instrument Pursuant to Existing Credit Agreement. This
Amendment is a document executed pursuant to the Existing Credit Agreement and
shall (unless otherwise expressly indicated therein) be construed, administered
and applied in accordance with the terms and provisions of the Existing Credit
Agreement.
Section 5.4 Loan Documents. The Borrower and the Subsidiary
Guarantors hereby confirm and agree that the Loan Documents are, and shall
continue to be, in full force and effect and hereby ratify and approve in all
respects their obligations thereunder, except that, upon the effectiveness of,
and on and after the date of this Amendment, all references in each Loan
Document to the "Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Existing Credit Agreement shall mean the Amended Credit
Agreement.
Section 5.5 Counterparts, Effectiveness, Etc. This Amendment may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement. The parties may execute facsimile copies of this Amendment
and the facsimile signature of any such party shall be deemed an original and
fully binding on said party; provided, any party executing this Amendment by
facsimile signature agrees to promptly provide six (6) original executed copies
of this Amendment to Administrative Agent.
Section 5.6 Governing Law; Etc. This Amendment shall be governed by
and construed in accordance with the applicable terms and provisions of Section
10.5 - Governing Law; Jurisdiction; Consent to Service of Process of "ARTICLE X
- - MISCELLANEOUS" of the Existing Credit Agreement, which terms and provisions
are incorporated herein by reference.
Section 5.7 No Other Modifications. Except as hereby amended, no
other term, condition or provision of the Existing Credit Agreement shall be
deemed modified or amended, and this Amendment shall not be considered a
novation.
Section 5.8 Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
[The remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed [under seal in the case of the Borrower] by their
respective duly authorized officers as of the day and year first above written.
FPIC INSURANCE GROUP, INC.
By: /s/ Kim D. Thorpe
------------------------------------
Name: Kim D. Thorpe
Title: Executive Vice President
and Chief Financial Officer
[SEAL]
SUNTRUST BANK
as Administrative Agent, as Collateral
Agent, as Issuing Bank, and as a
Lender
By: /s/ Edward E. Wooten
------------------------------------
Name: Edward E. Wooten
Title: Director
Revolving Commitment: $19,431,818
Term Loan Commitment: $ 6,045,455
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COMPASS BANK
By: /s/ C. French Yarbrough, Jr.
------------------------------------
Name: C. French Yarbrough, Jr.
Title: Senior Vice President
Revolving Commitment: $6,818,182
Term Loan Commitment: $2,121,212
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BROWN BROTHERS HARRIMAN & CO.
By: /s/ W. Carter Sullivan
------------------------------------
Name: W. Carter Sullivan
Title: Partner
Revolving Commitment: $4,431,818
Term Loan Commitment: $1,378,788
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REGIONS BANK
By: /s/ Anthony Nigro
------------------------------------
Name: Anthony Nigro
Title: Vice President
Revolving Commitment: $3,409,091
Term Loan Commitment: $1,060,606
12
CAROLINA FIRST BANK
By: ____________________________________
Name: Charles D. Chamberlain
Title: Executive Vice President
Revolving Commitment: $3,409,091
Term Loan Commitment: $1,060,606
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JOINDER OF SUBSIDIARY GUARANTORS
--------------------------------
The undersigned, each being a Subsidiary Guarantor, do hereby
acknowledge and consent to, and agree to be bound by, the foregoing
modifications and amendments to the Existing Credit Agreement as set forth in
this Amendment and to each of the other terms and conditions thereof, and agree
that the Subsidiary Guaranty shall continue in full force and effect and binding
upon and enforceable against such Subsidiary Guarantors in accordance with its
terms from and after the date hereof.
Dated as of the 21st day of November, 2002.
FPIC INSURANCE AGENCY, INC.
By: /s/ Kim D. Thorpe
------------------------------------
Name: Kim D. Thorpe
Title: Vice President and
Treasurer
EMPLOYERS MUTUAL, INC.
By: /s/ Kim D. Thorpe
------------------------------------
Name: Kim D. Thorpe
Title: Vice President
PROFESSIONAL STRATEGY OPTIONS, INC.
By: /s/ Kim D. Thorpe
------------------------------------
Name: Kim D. Thorpe
Title: Vice President and
Treasurer
ADMINISTRATORS FOR THE PROFESSIONS, INC.
By: /s/ Kim D. Thorpe
------------------------------------
Name: Kim D. Thorpe
Title: Vice President
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GROUP DATA CORPORATION
By: /s/ Kim D. Thorpe
------------------------------------
Name: Kim D. Thorpe
Title: Vice President
FPIC INTERMEDIARIES, INC.
By: /s/ Kim D. Thorpe
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Name: Kim D. Thorpe
Title: Vice President
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