Exhibit 10.9.2
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of June ___, 1997
(this "Amendment"), is made among HCIA, INC. (the "Borrower"), the Lenders (as
hereinafter defined) that have executed this Amendment (the "Required Lenders"),
and FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as agent for the Lenders (in
such capacity, the "Agent").
RECITALS
A. The Borrower, certain banks (the "Lenders") and the Agent are
parties to a Credit Agreement, dated as of August 8, 1996 (the "Credit
Agreement"), as amended, providing for the availability of certain credit
facilities to the Borrower upon the terms and conditions set forth therein.
Capitalized terms used herein without definition shall have the meanings given
to them in the Credit Agreement.
B. The Borrower, the Lenders and the Agent desire to make certain
amendments to the Credit Agreement, and the Required Lenders have agreed to
effect such amendments upon the terms and conditions set forth herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I.
AMENDMENTS
1.1 Definitions. SECTION 1.1 of the Credit Agreement is hereby amended
as follows:
The definitions of Annualized EBITDA, Annualized EBITDAR and Fixed
Charges are deleted in their entirety and replaced with the following:
"Annualized EBITDA" shall mean, as of the last day of any
fiscal quarter, Consolidated EBITDA for the three (3) immediately
preceding fiscal quarters, multiplied by 1.333.
"Annualized EBITDAR" shall mean, as of the last day of any
fiscal quarter, Annualized EBITDA, plus Rent Expense for the three (3)
immediately preceding fiscal quarters, multiplied by 1.333.
"Fixed Charges" shall mean, as of the last day of any fiscal
quarter, (a) the current maturity of Debt for borrowed money, plus (b)
the sum of the following for the three (3) immediately preceding fiscal
quarters then ending: (i) Interest Expense, (ii) Rent Expense, and
(iii) Capital Expenditures, multiplied by 1.333.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants that:
2.1 Compliance with Credit Agreement. The Borrower is in compliance
with all terms and provisions set forth in the Credit Agreement to be observed
or performed, except where the Borrower's failure to comply has been waived in
writing by the Lenders.
2.2 Representations in Credit Agreement. The representations and
warranties of the Borrower set forth in the Credit Agreement, except for those
relating to a specific date other than the date hereof, are true and correct in
all material respects on and as of the date hereof as if made on and as of the
date hereof.
2.3 No Event of Default. No Event of Default (as defined in the Credit
Agreement), nor any event that upon notice, lapse of time or both would become
an Event of Default is continuing other than those, if any, waived in writing by
the Lenders.
2.4 Continuing Security Interests. All Loans and advances by the
Lenders to the Borrower under the Credit Agreement, as amended hereby, and the
Notes will continue to be secured by the Agent's security interest in all of the
Collateral granted under the Credit Agreement or other Loan Documents, and
nothing herein will affect the validity, perfection or enforceability of such
security interests.
ARTICLE III.
MODIFICATION OF LOAN DOCUMENTS
3.1 Loan Documents. The other Loan Documents are amended as follows:
Any individual or collective reference to any of the Loan Documents in
any of the other Loan Documents to which the Borrower is a party shall mean,
unless otherwise specifically provided, such Loan Document as amended and
supplemented by this Second Amendment to Credit Agreement and as such Loan
Document is further amended, restated, supplemented or modified from time to
time and any substitute or replacement therefor or renewals thereof, including
without limitation, all references to the Credit Agreement, which shall mean the
Credit Agreement as amended hereby and as further amended from time to time.
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ARTICLE IV.
MISCELLANEOUS
4.1 Full Force and Effect. As expressly amended hereby, the Credit
Agreement shall continue in full force and effect in accordance with the
provisions thereof, and no change or modification in any of the terms thereof
except as specifically set forth herein has been effected. As used in the Credit
Agreement, "hereinafter," "hereto," "hereof," and words of similar import shall,
unless the context otherwise requires, mean the Credit Agreement as amended by
this Amendment.
4.2 Nature of Amendment. This Amendment is limited as specified and
shall not constitute or be deemed to constitute an amendment, modification or
waiver of any provision of the Credit Agreement except as expressly set forth
herein. Except as expressly amended hereby, the Credit Agreement shall remain in
full force and effect in accordance with the provisions thereof on the date
hereof.
4.3 Governing Law. This Amendment shall be governed by and construed
and enforced in accordance with the laws of the State of North Carolina (without
regard to the conflicts of law provisions thereof).
4.4 Severability. To the extent any provision of this Amendment is
prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in any such jurisdiction, without prohibiting or
invalidating such provision in any other jurisdiction or the remaining
provisions of this Amendment in any jurisdiction.
4.5 Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which, when so executed and delivered, shall be an original, but all of which
shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first above written.
HCIA, INC.
By: ____________________________________
Title: ____________________________________
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FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Agent
By: ____________________________________
Title: ____________________________________
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA,
By: ____________________________________
Title: ____________________________________
BANK BOSTON, N.A., FORMERLY KNOWN
AS THE FIRST NATIONAL BANK OF
BOSTON
By: ____________________________________
Title: ____________________________________
SIGNET BANK
By: ____________________________________
Title: ____________________________________
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