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Exhibit 10
FOURTH AMENDMENT TO CREDIT AGREEMENT AND GUARANTY
FOURTH AMENDMENT TO CREDIT AGREEMENT AND GUARANTY dated as of
July 15, 1999 (the "Fourth Amendment") among HEALTH MANAGEMENT SYSTEMS, INC.
(the "Borrower"), ACCELERATED CLAIMS PROCESSING, INC. ("ACP"), QUALITY MEDI-CAL
ADJUDICATION, INCORPORATED ("QMA"), HEALTH CARE MICROSYSTEMS, INC. ("HCM"), CDR
ASSOCIATES INC. ("CDR"), HSA MANAGED CARE SYSTEMS, INC. ("HSA"), QUALITY
STANDARDS IN MEDICINE, INC. ("QSM") and THE CHASE MANHATTAN BANK (the "Bank").
PRELIMINARY STATEMENT. The Borrower, ACP, QMA, HCM, CDR and
the Bank have entered into a Credit Agreement and Guaranty dated as of July 15,
1996, as amended by First Amendment to Credit Agreement and Guaranty dated as of
September 9, 1996, the Second Amendment to Credit Agreement and Guaranty dated
as of April 16, 1997 and the Third Amendment to Credit Agreement and Guaranty
dated as of June 30, 1997 (as so amended and as it may be further amended,
supplemented or modified, the "Credit Agreement"). Any term used herein and not
otherwise defined herein shall have the meaning assigned to such term in the
Credit Agreement.
The Borrower, ACP, QMA, HCM, CDR, HSA, QSM and the Bank have
agreed to amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendment to Credit Agreement. The Credit Agreement
is, effective as of the date hereof and subject to the satisfaction of the
condition precedent set forth in Section 2 hereof, hereby amended as follows:
(a) The following definition shall be added in its proper
alphabetical order:
""Fourth Amendment" means the Fourth Amendment to Credit
Agreement and Guaranty dated as of July 15, 1999 among the Borrower, each of the
Guarantors and the Bank.";
(b) The definition of "Revolving Credit Facility Termination
Date" is amended in full to read as follows:
""Revolving Credit Facility Termination Date" means September
30, 1999."; and
(c) Section 9.02. Minimum Consolidated Tangible Net Worth, is
hereby amended by replacing "October 1998, January 1999, April 1999" with
"October 1998, January 1999, April 1999, July 1999".
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SECTION 2. Conditions of Effectiveness. This Fourth Amendment
shall become effective as of the date on which each of the following conditions
shall have been fulfilled:
(a) the Borrower, ACP, QMA, HCM, CDR, HSA, QSM and the Bank shall each have
executed and delivered this Fourth Amendment; and
(b) the Bank shall have received a certificate signed by a duly authorized
officer of the Borrower dated the date hereof (a) certifying that no Default or
Event of Default has occurred and is continuing; and (b) with computations
demonstrating compliance with the covenants contained in Article IX of the
Credit Agreement.
SECTION 3. Reference to and Effect on the Loan Documents. (a)
Upon the effectiveness of Section 1 hereof, on and after the date hereof each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import, and each reference in the other Loan Documents
to the Credit Agreement, shall mean and be a reference to the Credit Agreement
as amended hereby.
(b) Except as specifically amended above, the Credit Agreement
and all other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Fourth
Amendment shall not operate as a waiver of any right, power or remedy of the
Bank under any of the Loan Documents, nor constitute a waiver of any provision
of any of the Loan Documents, and, except as specifically provided herein, the
Credit Agreement and each other Loan Document shall remain in full force and
effect and are hereby ratified and confirmed.
SECTION 4. Costs, Expenses and Taxes. The Borrower agrees to
reimburse the Bank on demand for all out-of-pocket costs, expenses and charges
(including, without limitation, all fees and charges of legal counsel for the
Bank) incurred by the Bank in connection with the preparation, reproduction,
execution and delivery of this Fourth Amendment and any other instruments and
documents to be delivered hereunder. In addition, the Borrower shall pay any and
all stamp and other taxes and fees payable or determined to be payable in
connection with the execution and delivery, filing or recording of this Fourth
Amendment and any other instruments and documents to be delivered hereunder, and
agrees to save the Bank harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay such taxes
or fees.
SECTION 5. Governing Law. This Fourth Amendment shall be
governed by and construed in accordance with the laws of the State of New York.
SECTION 6. Headings. Section headings in this Fourth Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Fourth Amendment for any other purpose.
SECTION 7. Counterparts. This Fourth Amendment may be executed
in
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any number of counterparts, all of which taken together shall constitute one and
the same instrument, and any party hereto may execute this Fourth Amendment by
signing any such counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed as of the day and year first above written.
HEALTH MANAGEMENT SYSTEMS, INC.
By
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Name:
Title:
ACCELERATED CLAIMS PROCESSING, INC.
By
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Name:
Title:
QUALITY MEDI-CAL ADJUDICATION, INCORPORATED
By
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Name:
Title:
HEALTH CARE MICROSYSTEMS, INC.
By
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Name:
Title:
CDR ASSOCIATES, INC.
By
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Name:
Title:
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HSA MANAGED CARE SYSTEMS, INC.
By
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Name:
Title:
QUALITY STANDARDS IN MEDICINE, INC.
By
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Name:
Title:
THE CHASE MANHATTAN BANK
By
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Name:
Title:
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AMENDED AND RESTATED PROMISSORY NOTE
Reference is made to the $30,000,000 Amended and Restated
Promissory Note dated June 30, 1997 of Health Management
Systems, Inc. and payable to The Chase Manhattan Bank (the
"Note"). To the extent that this Amended and Restated
Promissory Note amends the Note, the Note is amended. To the
extent this Amended and Restated Promissory Note restates the
Note, the Note is restated.
$30,000,000 July 15, 1999
New York, New York
FOR VALUE RECEIVED, the undersigned, Health Management Systems, Inc., a
New York corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
The Chase Manhattan Bank (the "Bank") at its office located at 1411 Broadway,
Fifth Floor, New York, New York 10018, in lawful money of the United States and
in immediately available funds, the principal amount of THIRTY MILLION DOLLARS
($30,000,000) or the aggregate unpaid principal amount of all Loans (as defined
in the Credit Agreement hereinafter defined) made to the Borrower by the Bank
pursuant to the Credit Agreement, whichever is less, on the Revolving Credit
Facility Termination Date (as defined in the Credit Agreement), and to pay
interest from the date of this Note, in like money, at said office at the time
and at a rate per annum as provided in the Credit Agreement.
The Borrower hereby authorizes the Bank to endorse on the Schedule
annexed to this Note the amount of all Loans made to the Borrower and all
payments of principal amounts in respect of such Loans, which endorsements
shall, in the absence of manifest error, be conclusive as to the outstanding
principal amount of all Loans;
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provided, however, that the failure to make such notation with respect to any
Loan or payment shall not limit or otherwise affect the obligation of the
Borrower under the Credit Agreement or this Note.
This Note is the Note referred to in the Credit Agreement and Guaranty
dated as of July 15, 1996, among the Borrower, the Bank, Accelerated Claims
Processing, Inc., Quality Medi-Cal Adjudication, Incorporated, Health Care
microsystems, Inc. and CDR Associates, Inc., as amended by the First Amendment
to Credit Agreement and Guaranty dated as of September 9, 1996, as further
amended by Second Amendment to Credit Agreement and Guaranty dated as of April
16, 1997, as further amended by Third Amendment to Credit Agreement and Guaranty
dated as of June 30, 1997 and as further amended by Fourth Amendment to Credit
Agreement and Guaranty dated as of July 15, 1999 (as so amended and as it may be
further amended, modified or supplemented, the "Credit Agreement"). The Credit
Agreement, among other things, contains provisions for acceleration of the
maturity of this Note upon the happening of certain stated events and also for
prepayments on account of the principal of this Note prior to the maturity of
this Note upon the terms and conditions specified in the Credit Agreement.
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This Note shall be governed by the laws of the State of New York, provided that,
as to the maximum rate of interest which may be charged or collected, if the
laws applicable to the Bank permit it to charge or collect a higher rate than
the laws of the State of New York, then such law applicable to the Bank shall
apply to the Bank under this Note.
HEALTH MANAGEMENT SYSTEMS, INC.
By_______________________________
Name: Alan L. Bendes
Title: Senior Vice President and
Chief Financial Officer
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Principal
Balance Notation
Amount of Amount of Remaining Made
Date Loan Payment Unpaid By
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