Exhibit 10-(vii)
FOURTH AMENDMENT TO CREDIT AGREEMENT
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THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") dated as
of July 7, 1999, among NATIONAL DATA CORPORATION, as Borrower, the banks and
other financial institutions listed on the signature pages hereof, as Lenders,
THE FIRST NATIONAL BANK OF CHICAGO, as Administrative Agent for such Lenders,
and WACHOVIA BANK, N.A., as Documentation Agent for such Lenders.
W I T N E S S E T H:
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WHEREAS, the Borrower, the Lenders, the Administrative Agent, and the
Documentation Agent are parties to a certain Credit Agreement dated as of
December 19, 1997, as amended by a certain First Amendment to Credit Agreement
dated as of April 10, 1998, a certain Second Amendment to Credit Agreement dated
as of October 14, 1998, and a certain Third Amendment to Credit Agreement dated
as of February 26, 1999 (as so amended, the "Credit Agreement");
WHEREAS, the parties hereto desire to amend the Credit Agreement in certain
respects as more particularly set forth in this Fourth Amendment;
NOW, THEREFORE, in consideration of the premises and for Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Except as otherwise expressly defined herein, all
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capitalized terms used in this Fourth Amendment that are used in the Credit
Agreement shall have the same meanings herein as are specified for such
capitalized terms in the Credit Agreement.
2. Amendments to Section 6.06 ("Investments; Acquisitions"). Section 6.06(a)
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of the Credit Agreement is hereby amended by (x) deleting the word "and" at the
end of clause (vi) thereof, (y) deleting the period at the end of clause (vii)
thereof and substituting in lieu thereof "and", and (z) adding a new clause
(viii) at the end of Section 6.06(a) as follows:
(iii) Investment in the capital stock of Medscape, Inc. acquired for
a total consideration of $20,000,000.
3. Representatives and Warranties. The Borrower represents and warrants to
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the Lenders as follows:
(a) All representations and warranties set forth in the Credit Agreement
and the other Loan Documents are true and correct on and as of the date of this
Fourth
Amendment except for changes expressly permitted therein and except to the
extent that such representations and warranties relate solely to an earlier
date; and
(b) After giving effect to this Fourth Amendment, no Default or Event of
Default has occurred and is continuing.
4. Effect of Fourth Amendment. On and after the date this Fourth Amendment
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becomes effective as provided herein (i) each and every reference in the Credit
Agreement to "hereof," "hereunder," "herein," "hereby" and each other similar
reference, and each and every reference to "this Agreement" and each other
similar reference, shall refer to the Credit Agreement as amended hereby, and as
the same may be further amended, restated or supplemented from time to time, and
(ii) each and every reference in the Loan Documents to the Credit Agreement
shall be deemed to refer to and mean the Credit Agreement as amended by this
Fourth Amendment, and as the same may be further amended, supplemented or
restated from time to time. The Borrower confirms and agrees that (i) except as
expressly amended herein, the Credit Agreement remains in full force and effect
in accordance with its terms, and (ii) all other Loan Documents remain in full
force and effect in accordance with their respective terms.
5. Ratification. The Borrower hereby restates, ratifies and reaffirms each and
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every term, covenant and condition set forth in the Credit Agreement and the
other Loan Documents effective as of the date hereof. To induce the Lenders to
enter into this Fourth Amendment and to continue to make advances pursuant to
the Credit Agreement, the Borrower acknowledges and agrees that, as of the date
hereof and after giving effect to the terms hereof, there exists no right of
offset, defense, counterclaim, claim or objection in favor of the Borrower
arising out of or with respect to any of the obligations arising under the
Credit Agreement or the other Loan Documents.
6. Counterparts. This Fourth Amendment may be executed in any number of
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counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which counterparts, taken together, shall constitute but one and the same
instrument.
7. Condition to Effectiveness of Fourth Amendment. This Fourth Amendment shall
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not become effective or have any force or effect until counterparts of this
Fourth Amendment have been executed on behalf of the Borrower and those Lenders
constituting the Required Lenders under the terms of the Credit Agreement, and
all such executed counterparts shall have been delivered to the Administrative
Agent.
8. Miscellaneous. This Fourth Amendment shall be construed in accordance with
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and governed by the laws of the State of Georgia, without regard to the effect
of conflicts of laws. This Fourth Amendment shall be binding on, and shall
inure to the benefit of and be enforceable by, the respective successors and
permitted assigns of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to
be executed by their duly authorized officers or representatives as of the date
first above written.
NATIONAL DATA CORPORATION
By: /s/ Suellyn P. Tornay
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Name: Suellyn P. Tornay
Title: Vice President/
Acting General Counsel
THE FIRST NATIONAL BANK
OF CHICAGO, as Administrative
Agent and Lender
By: /s/ Kristen H. Hertel
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Name: Kristen H. Hertel
Title: Vice President
WACHOVIA BANK, N.A., as
Documentation Agent and Lender
By: /s/ Alyson Schattner
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Name: Alyson Schattner
Title: Assistant Vice President
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SUNTRUST BANK, ATLANTA, as
Lender
By: /s/ Brian K. Peters
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Name: Brian K. Peters
Title: Director
FIRST AMERICAN NATIONAL BANK
as Lender
By:____________________________
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