Exhibit 10.2
LETTER AMENDMENT AND WAIVER NO.1
Dated as of February 5, 1999
To the banks and other financial institutions
(collectively, the "Lenders") parties
to the Credit Agreement referred to
below and to NationsBank, N.A., as
administrative and collateral agent
(the "Administrative Agent")
for the Lenders and NationsBanc
Montgomery Securities LLC,
as Syndication Agent thereunder
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of January 26, 1999 (as
amended, supplemented or otherwise modified through the date hereof, the "Credit
Agreement") among the undersigned and you. Capitalized terms not otherwise
defined in this Letter Amendment and Waiver No. 1 (the "Letter Amendment") have
the same meanings as specified in the Credit Agreement.
Section 1. Waiver. The Lender and the Administrative Agent hereby
agree that, notwithstanding Section 2.02(b)(A) and (B) of the Credit Agreement,
the Borrower may select (i) Eurodollar Rate Advances for fifty percent (50%) of
each Working Capital Advance and (ii) Base Rate Advances for the remaining fifty
percent (50%) of each Working Capital Advance, in each case, made during the
period commencing with the Initial Extension of Credit to the date ending one
month thereafter (subject to satisfaction of the notice of borrowing
requirements set forth in Section 2.02(a)).
Section 2. Amendment to the Credit Agreement. The Credit Agreement is,
effective as of the date of this Letter Amendment, hereby amended as follows:
(a) The last paragraph of Section 5.01(n)(ii)(J) of the Credit
Agreement is amended to insert the word "reasonable" prior to the phrase
"best efforts" in the third line therein.
(b) Section 5.01(o) of the Credit Agreement is hereby deleted in its
entirety.
(c) Section 9.07(d) of the Credit Agreement is amended to delete the
phrase "[may][shall]" in the seventh line therein and substitute therefor
the word "shall".
(d) Schedule 4.01(b)to the Credit Agreement is hereby
deleted in its entirety and the attached Schedule 4.01(b) is substituted
therefor.
(e) Schedule 4.01(y) Attachment B to the Credit Agreement is hereby
deleted in its entirety and the attached Schedule 4.01(y) Attachment B is
substituted therefor.
(f) Schedule 5.02(a) to the Credit Agreement is hereby deleted in its
entirety and the attached Schedule 5.02(a) is substituted therefor.
Section 3. Effectiveness and Effect on the Loan Documents. (a) This
Letter Amendment shall become effective as of the date first above written when,
and only when, the Administrative Agent shall have received counterparts of this
Letter Amendment executed by the Agents, NationsBank N.A., as Lender, the
Borrower and the Guarantors.
(b) On and after the effectiveness of this Letter Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the Notes and each of the other Loan Documents to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by
this Letter Amendment.
(c) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Letter Amendment, are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended by this Letter Amendment. The execution,
delivery and effectiveness of this Letter Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Administrative Agent under the Credit Agreement or any of the
Loan Documents, nor constitute a waiver of any provision of the Credit Agreement
any of the Loan Documents.
Section 4. Miscellaneous. This Letter Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Letter Amendment by telecopier
shall be effective as delivery of a manually executed counterpart of this Letter
Amendment.
Section 5. Governing Law. This Letter Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
Very truly yours,
MEDE AMERICA CORPORATION,
as Borrower
By
Title: President
Name: Thomas P. Staudt
Agreed as of the date first above written:
NATIONSBANK, N.A.,
as Administrative Agent and as Lender
By
Title:
NATIONSBANC MONTGOMERY
SECURITIES LLC, as Syndication Agent
By
Title:
Section 5. Governing Law. This Letter Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
Very truly yours,
MEDE AMERICA CORPORATION,
as Borrower
By
Title:
Agreed as of the date first above written:
NATIONSBANK, N.A.,
as Administrative Agent and as Lender
By
Title:
Name: Daniel Rencricca
NATIONSBANC MONTGOMERY
SECURITIES LLC, as Syndication Agent
By
Title:
Name: Daniel Rencricca
CONSENT OF GUARANTORS
Each of the undersigned, as Guarantors under the Credit Agreement,
hereby consents to the Letter Amendment and hereby confirms and agrees that
notwithstanding the effectiveness of the Letter Amendment, the Guaranty is, and
shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects and the Collateral Documents to which such Guarantor
is or will be a party as of the date hereof and all of the Collateral described
therein do, and shall continue to, secure the payment of all of the Secured
Obligations (as defined therein).
MEDE AMERICA CORPORATION
OF OHIO, as Guarantor
By
Title: President
Name: Thomas P. Staudt
HEALTHCARE INTERCHANGE, INC.,
as Guarantor
By
Title: President
Name: Thomas P. Staudt
Schedule 4.01(b)
Subsidiaries
LEGAL NAME: Healthcare Interchange, Inc. ("HII")
TYPE OF ENTITY: corporation
JURISDICTION OF INCORPORATION: Missouri
AUTHORIZED EQUITY INTERESTS: 66,250 shares of Class A Common
Stock, $1 par value, 66,250 shares of Class B Common Stock, $1
par value, 56,000 shares of Class C Common Stock, $1 par value,
and 62,500 shares of Preferred Stock, $1 par value.
OUTSTANDING EQUITY INTERESTS: 35,000 shares of Class A Common Stock, 35,000
shares of Class B Common Stock, 20,001 shares of Class C Common
Stock and 62,500 shares of Preferred Stock. All outstanding
Equity Interests of Healthcare Interchange, Inc. are owned of
record and beneficially by the Borrower.
LEGAL NAME: MedE America Corporation of Ohio ("MedE Ohio")
FORMERLY KNOWN AS: General Computer Corporation
TYPE OF ENTITY: corporation
JURISDICTION OF INCORPORATION: Ohio
AUTHORIZED EQUITY INTERESTS: 10,000,000 shares of Common Stock,
$.10 par value, and 1,000,000 shares of Preferred Stock, $.10 par
value.
OUTSTANDING EQUITY INTERESTS: 100 shares of Common Stock. All
outstanding Equity Interests of MedE America Corporation of Ohio
are owned of record and beneficially by the Borrower.
Schedule 401(y), Parts A and B, Attachment "B"
Capital Leases:
Lessor Lease Leased Lease Expira- Monthly Jul-98 Aug-98 Sep-98 Oct-98
Number Equipment Term tion Lease Pmt
Alco Capital Resource 16,584 Canon Copier 60 May-98 838 838 838 838 838
CIT 65,222,005 Computer Equip 60 Feb-98 1,169 1,169 1,169 1,169 1,169
CIT 65,222,002 Computer Equip 60 Jul-98 1,056 1,056
CIT 65,222,003 Computer Equip 60 Aug-98 898 898 898
CIT 65,222,004 Computer Equip 60 Sep-98 690 690 690 690
CIT 89953-001*Computer Equip
*The total amount of payments under this capital lease is $155,470.
Wheeling Nat'l Bank 33908-02 Computer Equip 60 Oct-98 288 288 288 288 288
Wheeling Nat'l Bank 33908-01 Stratapak Drives 60 Sep-98 618 618 618 618
Hewlett Packard 4126-38351 Computer Equip 60 Jun-99 6,638 6,638 6,638 6,638 6,638
Icon cash flow partner 70,239.0 Computer Equip 60 Aug-99 1,191 1,191 1,191 1,191 1,191
Stratus Capital st607-60702 Stratus Equip 18 May-99 7,414 7,414 7,414 7,414 7,414
Sanwa Leasing Corp 0002-1166898 Cust Serv 5 Pentium PC's 36 Jun-99 436 436 436 436 436
Alan Acceptance 626190-20916 Acctg Server/Sales Logics 24 Nov-99 2,657 2,657 2,657 2,657 2,657
Colonial Pacific Alan Accept 20977 Computer Equipment 24 Dec-99 2,016 2,016 2,016 2,016 2,016
Advanta US Bankcorp 001-0236308 Laser Printer Stockton 60 Jan-01 684 684 684 684 684
Colonial Pacific US Bankcorp 126509001 Computer Equipment Stockton 36 Jun-99 1,128 1,128 1,128 1,128 1,128
Dana Commerical 438466 Computer Equipment Stockton 48 Nov-99 874 874 874 874 874
Net Credit May-99 935 935 935 935 935
Data Gen'l MedE Inc. Data Gen'l Equipmt Apr-00 4,037 4,037 4,037 4,037 4,037
Heller Fin'l MPC Data Gen'l Equipmt Aug-98 785 785 785
Mellon leasing MPC Data Gen'l Equipmt Sep-98 4,989 4,989 4,989 4,989
Moleasco (Dental) 4556 Burster 36 Aug-99 274 274 274 274 274
Moleasco (Dental) 4797 Auto Folding Machine 36 Sep-99 199 199 199 199 199
I.C. Capital (Dental) 3339252 Computer Equip 60 Aug-00 2,578 2,578 2,578 2,578 2,578
Data General 36 Jun-01 5,824 5,824 5,824 5,824 5,824
----- ----- ----- -----
Capital Lease Payments 48,216 47,160 45,477 39,180
------ ------ ------ ------
Nov-98 Dec-98 Jan-99 Feb-99 Mar-99 Apr-99 May-99 Jun-99
------ ------ ------ ------ ------ ------ ------ ------
Alco Capital Resource 838 838 838 838 838 838 838 838
CIT 1,169 1,169 1,169 1,169
CIT
CIT
CIT
CIT
Wheeling Nat'l Bank
Wheeling Nat'l Bank
Hewlett Packard 6,638 6,638 6,638 6,638 6,638 6,638 6,638 6,638
Icon cash flow partner 1,191 1,191 1,191 1,191 1,191 1,191 1,191 1,191
Stratus Capital 7,414 7,414 7,414 7,414 7,414 7,414 7,414
Sanwa Leasing Corp 436 436 436 436 436 436 436 436
Alan Acceptance 2,657 2,657 2,657 2,657 2,657 2,657 2,657 2,657
Colonial Pacific 2,016 2,016 2,016 2,016 2,016 2,016 2,016 2,016
Advanta 684 684 684 684 684 684 684 684
Colonial Pacific 1,128 1,128 1,128 1,128 1,128 1,128 1,128 1,128
Dana Commerical 874 874 874 874 874 874 874 874
Net Credit 935 935 935 935 935 935 935
Data Gen'l 4,037 4,037 4,037 4,037 4,037 4,037 4,037 4,037
Heller Fin'l
Mellon leasing
Moleasco 274 274 274 274 274 274 274 274
Moleasco 199 199 199 199 199 199 199 199
I.C. Capital (Dental) 2,578 2,578 2,578 2,578 2,578 2,578 2,578 2,578
Data General 5,824 5,824 5,824 5,824 5,824 5,824 5,824 5,824
----- ----- ----- ----- ----- ----- ----- -----
Capital Lease Payments 38,892 38,892 38,892 38,892 37,723 37,723 37,723 28,536
Schedule 5.02(a)
Liens on Collateral
The Borrower owns 7 certificates of deposit issued by the Bank of Akron, having
an aggregate value at maturity of $268,430. All of the Borrower's right, title
and interest in and to such certificates of deposit have been pledged, pursuant
to an Assignment of Bank Account, dated March 7, 1995, between Latpon Health
Systems Inc. (which subsequently assigned this agreement to the Borrower) and
QR Management Services Inc. ("QR"), to secure indebtedness payable to QR (the
amount of such indebtedness is less than the value of such certificates). Such
indebtedness arose pursuant to an Asset Purchase Agreement, dated as of February
1, 1995, between Latpon and QR.
MedE America Corporation of Ohio owns certain real property and improvements in
Summit County, Ohio, which it acquired subject to a mortgage granted by the
seller, William and Sherry Shultz d/b/a W.E.S. Properties ("WES"), in favor of
Park View Federal Savings and Loan Association. Pursuant to that certain pay-off
letter dated February 5, 1999 from WES to MedE America Corporation of Ohio and
as required by the installment purchase agreement, WES will release all existing
liens, security interest and other encumbrances securing any indebtedness,
liabilities or obligations relating to such property within 45 days from the
date of the Initial Extension of Credit.