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EXHIBIT 10.1
FIFTH MODIFICATION OF
AMENDED AND RESTATED CREDIT AGREEMENT
THIS MODIFICATION is made and entered into as of this 10th day of
October, 1996, among MEDAPHIS CORPORATION, a Delaware corporation (hereinafter
referred to as the "Borrower"), the banks and other lending institutions listed
on Annex I attached to the Credit Agreement described below (collectively, the
"Lenders") and SUNTRUST BANK, ATLANTA, a Georgia banking corporation formerly
known as Trust Company Bank, in its capacity as the Agent for the Lenders
pursuant to Article X of such Credit Agreement (the "Agent").
STATEMENT OF FACTS
Pursuant to that certain Amended and Restated Credit Agreement, dated
as of August 13, 1993, among Borrower, the Lenders signatory thereto and the
Agent, as amended by the First Modification of Amended and Restated Credit
Agreement, dated as of July 1, 1994, among such parties, the Second
Modification of Amended and Restated Credit Agreement, dated as of November 23,
1994, among such parties, the Third Modification of Amended and Restated Credit
Agreement dated as of March 17, 1995 among such parties, and the Fourth
Modification of Amended and Restated Credit Agreement dated as of January 31,
1996, among such parties (collectively, the "Credit Agreement"), such Lenders
agreed to provide Borrower with certain credit facilities on the terms and
conditions set forth in the Credit Agreement (all capitalized terms used in
this Modification and which are not otherwise expressly defined herein shall
have the respective meanings given such terms in the Credit Agreement).
The parties are entering into this Modification in order to extend the
Credit Expiration Date from March 17, 1997 to March 17, 1998, all in accordance
with and subject to the terms and conditions hereinafter set forth in this
Modification.
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants herein set forth, as well as for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties do hereby agree as follows:
STATEMENT OF TERMS
SECTION 1. MODIFICATION OF CREDIT AGREEMENT. Subject to the terms and
conditions of this Modification (including without limitation the fulfillment
of the conditions precedent to the effectiveness of this Modification which are
set forth in Section 3 below), the parties hereby agree to modify the Credit
Agreement in the following respects:
(A) Section 1.01 of the Credit Agreement shall be amended by deleting
the definition therein of the term "Credit Expiration Date" and by substituting
in lieu thereof the following new definition of such term:
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"Credit Expiration Date" shall mean March 17, 1998,
as such date may be extended, accelerated or amended from
time to time pursuant to this Agreement.
(B) Schedule 6.01(b) and Schedule 6.01(c) to the Credit Agreement
shall be deleted and the new Schedule 6.01(b) and Schedule 6.01(c) attached
hereto shall be substituted in lieu thereof respectively.
SECTION 2. CONDITIONS PRECEDENT TO EFFECTIVENESS. This Modification
shall become effective, from and after the date hereof, upon the satisfaction
of each and every one of the following conditions to such effectiveness:
(A) The Agent shall have received the following documents in form and
substance reasonably satisfactory to the Agent (collectively, the "Supplemental
Credit Documents"):
(i) This Modification duly completed and executed by
Borrower, the Agent and the Lenders;
(ii) The written consent of each of the Guarantors to the
execution, delivery and performance of this Modification which consent
shall be evidenced by such Guarantor's signing one or more
counterparts of this Modification in the appropriate space indicated
below;
(iii) A certificate of the Borrower in substantially the form
of Attachment 1 attached hereto, duly executed and appropriately
completed; and
(iv) An opinion letter from the Associate General Counsel for
the Borrower and the Guarantors in the form of Attachment 2 attached
hereto (subject to such changes therein as may be acceptable to the
Agent and the Lenders);
(B) Each and every representation and warranty of Borrower set forth
in Section 3 below shall be true and correct in all material respects as of the
date of and after giving effect to this Modification; and
(C) There shall not exist as of the date of and after giving effect to
this Modification any Default or Event of Default under the Credit Agreement as
amended by this Modification (other than any Default or Event of Default which
may arise by virtue of the charges anticipated to be taken by Borrower in its
third fiscal quarter of 1996).
SECTION 3. BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower
represents and warrants to the Lenders and the Agent that (a) each of Borrower
and the Guarantors has all requisite corporate power and authority to execute
and deliver the Supplemental Credit Documents to which it is a party and to
perform its obligations under such Supplemental Credit Documents, and the
Supplemental Credit Documents to which each such Credit Party is a party have
been duly authorized by all requisite corporate action on the part of such
Credit Party, have been duly executed and delivered by authorized officers of
such Credit Party, and constitute valid obligations of such
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Credit Party, legally binding upon and enforceable against such Credit Party in
accordance with their terms, except as such enforceability may be limited by
any applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally or by
general principles of equity; and (b) after giving effect to this Modification,
(i) no Default or Event of Default is existing under the Credit Agreement on
and as of the date of this Modification (other than any Default or Event of
Default which may arise by virtue of the charges anticipated to be taken by
Borrower in its third fiscal quarter of 1996) and (ii) the representations and
warranties of the Borrower set forth in Article VI of the Credit Agreement are
true and correct in all material respects on and as of the date of this
Modification as if made on and as of each of such date (except as to the extent
that any of such representations or warranties relates to a specific prior date
or period).
SECTION 4. NO WAIVER. Borrower acknowledges that nothing contained
herein is a waiver by the Lenders of any Default or Event of Default which may
arise by virtue of the charges anticipated to be taken by Borrower in its third
quarter of 1996.
SECTION 5. AGENT EXPENSES. Without limiting its obligations under the
Credit Agreement, the Borrower agrees to pay on demand all of the Agent's
reasonable attorneys' fees and expenses and all other reasonable out-of-pocket
costs incurred by the Agent in connection with its evaluation, negotiation,
documentation or consummation of this Modification, the other Supplemental
Credit Documents and the transactions contemplated hereby or thereby.
SECTION 6. CHANGE IN LENDER. The parties acknowledge that on or about
January 31, 1996, Bank South was merged with and into NationsBank of Georgia,
N.A., with the latter being the surviving corporation (such surviving
corporation being herein called "NationsBank"), and that NationsBank also has
changed its name to NationsBank, N.A. (South). As a result of such merger,
NationsBank has acquired and assumed all of Bank South's rights and obligations
under the Credit Agreement. Annex I to the Credit Agreement is hereby deleted
and replaced with Annex I attached hereto, which revised annex reflects such
acquisition and assumption. Upon NationsBank's surrender to the Agent of its
and Bank South's existing Revolving Loan Notes, Borrower shall execute and
deliver to NationsBank a replacement Revolving Loan Note payable to such Lender
in the stated principal amount equal to its and Bank South's combined Revolving
Loan Commitment.
SECTION 7. MISCELLANEOUS. (A) Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect, and each
reference to the Credit Agreement in the Credit Agreement and the other Credit
Documents shall be deemed to be a reference to the Credit Agreement as hereby
amended and as the same may be further amended, supplemented or otherwise
modified and in effect from time to time hereafter.
(B) This Modification may be executed in a number of several
counterparts, each of which shall be identical and all of which when taken
together shall constitute one and the same instrument, and any of the parties
hereto may execute this Modification by signing one or more of such
counterparts.
(C) This Modification shall be governed by, and construed in
accordance with, the internal laws of the State of Georgia (without giving
effect to its conflicts of law rules).
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IN WITNESS WHEREOF, the parties hereto have caused this Modification
to be executed as of the day and year first above written and Borrower has
caused its seal to be hereunto affixed as of such date.
BORROWER:
(CORPORATE SEAL) MEDAPHIS CORPORATION
ATTEST:
By: /s/ MEDAPHIS CORPORATION
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/s/ Peggy B. Sherman
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Assistant Secretary
AGENT:
SUNTRUST BANK, ATLANTA, AS AGENT
By: /s/ SUNTRUST BANK, ATLANTA
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LENDERS:
SUNTRUST BANK, ATLANTA,
AS A LENDER
By: /s/ SUNTRUST BANK, ATLANTA
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(Signatures continued on following page)
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(Signatures continued from preceding page)
THE CHASE MANHATTAN BANK, N.A.,
AS A LENDER
By: /s/ THE CHASE MANHATTAN BANK, N.A.
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CREDITANSTALT-BANKVEREIN, AS A LENDER
By: /s/ CREDITANSTALT-BANKVEREIN
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NATIONSBANK, N.A. (SOUTH), AS A LENDER
By: /s/ NATIONSBANK, N.A. (SOUTH)
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PNC BANK, N.A., AS A LENDER
By: /s/ PNC BANK, N.A.
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WACHOVIA BANK OF GEORGIA, N.A., AS A LENDER
By: /s/ WACHOVIA BANK OF GEORGIA, N.A.
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