EXHIBIT 10.1
FIRST AMENDMENT
TO THE CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THE CREDIT AGREEMENT (this "Amendment") is
dated as of August 30, 2002, by and among Per-Se Technologies, Inc., a Delaware
corporation ("Borrower"), General Electric Capital Corporation, a Delaware
corporation ("GE Capital") for itself as Lender and as Agent to the Lenders
signatory to the Credit Agreement (as defined below), and the other Credit
Parties signatory hereto.
WHEREAS, Borrower, GE Capital and the other Credit Parties signatory
thereto are parties to that certain Credit Agreement, dated as of April 6, 2001,
and all amendments thereto (as such agreement has been amended, supplemented or
otherwise modified, the "Credit Agreement");
WHEREAS, GE Capital, Borrower and the other Credit Parties desire to
amend the Credit Agreement in certain respects, all in accordance with and
subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment, unless
otherwise defined herein shall have the meaning ascribed to such terms in the
Credit Agreement.
2. AMENDMENTS TO THE CREDIT AGREEMENT.
2.1 Section 6 to the Credit Agreement is hereby amended by adding
the following new Section 6.17 thereto:
Section 6.17 Credit Card Merchant Agreement. No Credit Party
shall (i) provide to the Credit Card Processor automatic
clearing house information for any bank account of any Credit
Party other than for the Blocked Account pursuant to and as
defined in the Blocked Account Agreement dated as of April 6,
2001, as amended, by and among American National Bank and
Trust Company of Chicago, Per-Se Transaction Services, Inc.
and General Electric Capital Corporation, or (ii) provide any
other information to the Credit Card Processor, enter into any
agreement with the Credit Card Processor, or otherwise
authorize or consent to or countenance any efforts by the
Credit Card Processor to perfect any of its security interests
in any bank account of any Credit Party other than the Blocked
Account described in clause (i) of this section.
2.2. Annex A to the Credit Agreement is hereby amended by adding
thereto the following definition in alphabetical order:
"Credit Card Processor" shall mean CardService International,
Inc. and the member FDIC-insured bank as described in the
CardService International Merchant Agreement, as amended,
executed by one or more of the Credit Parties.
3. RATIFICATION; NO NOVATION. Except as expressly set-forth in
this Amendment, the Credit Agreement and the exhibits, schedules and annexes
thereto shall remain in full force and effect. None of the rights, interests and
obligations existing and to exist under the Credit Agreement are hereby
released, diminished or impaired, and the parties hereby reaffirm all covenants,
representations and warranties in the Credit Agreement. The execution and
delivery of this Amendment shall not, and shall not be deemed to, constitute a
novation of any indebtedness or other obligations owing to Agent or Lenders
under the Credit Agreement based on any facts or events occurring or existing
prior to the execution and delivery of this Amendment. On the date of this
Amendment, the Credit Agreement shall be amended and supplemented as described
in this Amendment, and all loans and other obligations of the Credit Parties
outstanding as of the date hereof under the Credit Agreement shall be deemed to
be loans and obligations outstanding under the Credit Agreement as amended,
without further action by any person.
4. ESTOPPEL. To induce GE Capital to execute this Amendment, the
Credit Parties hereby acknowledge and agree that, as of the date hereof, there
exists no right of offset, defense or counterclaim in favor of any Credit Party
as against GE Capital (in its various capacities) with respect to the
obligations of any Credit Party to GE Capital (in its various capacities) under
the Loan Documents, either with or without giving effect to this Amendment.
5. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective, as of the date first written above, upon receipt by GE Capital, in
form and substance satisfactory to GE Capital, of one or more counterparts of
this Amendment duly executed and delivered by Borrower and each Credit Party
signatory hereto.
6. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. Each Credit
Party hereby represents and warrants to GE Capital (i) the representations and
warranties contained in the Loan Documents are true and correct on and as of the
date hereof except for those representations and warranties that by their terms
relate to a specific date or the Closing Date of the Credit Agreement, which
representations and warranties are true and correct on and as of such date and
(ii) no Default or Event of Default exists under the Credit Agreement on and as
of the date hereof.
7. EXECUTION IN COUNTERPARTS. For the convenience of the parties,
this Amendment may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
8. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia, exclusive of its
choice of law and conflicts of law rules.
9. REIMBURSEMENT OF EXPENSES. The Borrower hereby agrees that it
shall reimburse GE Capital on demand for all costs and expenses (including
without limitation attorney's fees) incurred by GE Capital in connection with
the negotiation, documentation and consummation of this Amendment and the
transactions contemplated hereby.
10. SEVERABILITY OF PROVISIONS. Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction. To the extent permitted by applicable law, Borrower hereby waives
any provision of law that renders any provision hereof prohibited or
unenforceable in any respect.
11. ENTIRE AGREEMENT. The Credit Agreement as amended by this
Amendment embodies the entire agreement between the parties hereto relating to
the subject matter hereof and supersedes all prior agreements, representations
and understandings, if any, relating to the subject matter hereof.
12. BINDING EFFECT. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns, provided that no Credit Party may assign any of its rights or
obligations hereunder without the prior written consent of GE Capital.
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IN WITNESS WHEREOF, Borrower, GE Capital, and the Credit Parties have
executed this Amendment effective as of the date first written above.
PER-SE TECHNOLOGIES, INC., as Borrower
By: /s/ CHRIS E. PERKINS
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Name: Chris E . Perkins
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Title: CFO
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GENERAL ELECTRIC CAPITAL CORPORATION,
as Lender and Agent
By: /s/ J. Anthony Romero
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Its Duly Authorized Signatory
The following Persons are signatories to this Amendment in their capacity as
Credit Parties:
PER-SE TRANSACTION SERVICES, INC. HEALTH DATA SERVICES, INC.
By: /s/ CHRIS E. PERKINS
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Name: Chris E . Perkins By: /s/ CHRIS E. PERKINS
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Title: CFO Name: Chris E . Perkins
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Title: CFO
PATIENT ACCOUNT PST SERVICES, INC.
MANAGEMENT SERVICES, INC.
By: /s/ CHRIS E. PERKINS
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Name: Chris E . Perkins By: /s/ CHRIS E. PERKINS
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Title: CFO Name: Chris E . Perkins
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Title: CFO