Exhibit 10.3
LETTER AMENDMENT AND WAIVER NO. 2 UNDER THE LOAN DOCUMENTS
Dated as of February 25, 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 (i) 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 and (ii) the Security Agreement dated
as of February 5, 1999 (as amended, supplemented or otherwise modified through
the date hereof, the "Security Agreement") among the undersigned and you.
Capitalized terms not otherwise defined in this Letter Amendment and Waiver No.
2 (the "Letter Amendment") have the same meanings as specified in the Credit
Agreement.
Section 1. Waiver. (a) The Lender and the Administrative Agent hereby
agree that, notwithstanding Section 5.01(n) of the Credit Agreement and Section
5(a) of the Security Agreement each date for delivery of the (i) Mortgages on
real property owned by the Borrower and the documents to be delivered in
connection therewith set forth in Section 5.01 (n)(ii)(A) through (J) of the
Credit Agreement, and (ii) Pledged Account Letters and Commingled Account
Letters specified in Section 5(a) of the Security Agreement, is hereby extended
until March 31, 1999.
(b) The Lender and the Administrative Agent hereby waive the
requirement set forth in Section 5.01(n) of the Credit Agreement that the
Borrower deliver (i) Mortgages and related documentation for the real properties
listed on Schedule 5.01(n) located in Atlanta, Georgia and Mitchel Field, New
York that are leased to the Borrower, and (ii) consents from lessors to the
terms of such leasehold Mortgages as set forth in Section 5.01(n)(ii)(y) of the
Credit Agreement unless specifically requested from time to time by the
Administrative Agent.
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) Section 5.04 of the Credit Agreement is amended to delete Section
(c) where it appears in the second instance therein in its entirety and to
amend the subsection reference for "Excluded Assigned Agreements" from
subsection "(d)" to subsection "(e)".
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
or 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:
Agreed as of the date first above written:
NATIONSBANK, N.A.,
as Administrative Agent
By:________________________________
Title:
NATIONSBANK, N.A.,
as Lender
By:________________________________
Title:
2
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
By:________________________________
Title:
NATIONSBANK, N.A.,
as Lender
By:________________________________
Title:
3
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
By:________________________________
Title:
NATIONSBANK, N.A.,
as Lender
By:________________________________
Title:
4
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 Agreement, 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 a party 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:
HEALTHCARE INTERCHANGE, INC.,
as Guarantor
By___________________________
Title:
5