AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT") is entered into as of
May 24, 2000, by and among MIM HEALTH PLANS, INC., a Delaware corporation (the
"BORROWER"), MIM CORPORATION, a Delaware corporation ("HOLDINGS"), the other
Credit Parties signatory to the Credit Agreement (as defined below), the lending
institutions signatories to the Credit Agreement and such other institutions
that become a "Lender" pursuant to the Credit Agreement (collectively the
"LENDERS" and each individually a "LENDER"), and GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation ("AGENT"), as a Lender and as Agent for the
Lenders. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Credit Agreement.
RECITALS
WHEREAS, the Credit Parties entered into that certain Credit Agreement,
dated as of February 4, 2000 (as may be amended, modified, supplemented or
restated from time to time, the "CREDIT AGREEMENT") pursuant to which the
Lenders made available to the Borrower certain credit facilities; and
WHEREAS, the Borrower has requested amendments to certain terms of the
Credit Agreement; and
WHEREAS, the Lenders are willing to consent to the requested amendments
under the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual promises herein
contained and for other valuable consideration, and intending to be legally
bound hereby, the parties hereto agree as follows:
SECTION 1. Modification of Annex G.
The parties hereto agree that Section (e) of Annex G of the Credit
Agreement is amended to read in its entirety as follows:
Minimum Net Worth. Holdings and its Subsidiaries on a consolidated
basis shall maintain at all times Net Worth equal to or greater than
the sum of (a) $35,188,000 plus (b) for each Fiscal Quarter ending
after December 31, 1999, seventy five percent (75%) of any increase to
Net Worth of Holdings and Subsidiaries above the Net Worth of such
Persons as of the end of the immediately preceding Fiscal Quarter.
SECTION 2. Effectiveness of Amendment. This Amendment shall not be
effective until the date on which Holdings and each Credit Party have satisfied
(or the Agent and the Requisite Lenders have waived in writing) each of the
following conditions precedent:
(a) The Agent shall have received this Amendment duly executed by all
parties hereto;
(b) The Agent shall have received a certificate of the Secretary or an
Assistant Secretary of Holdings and each of the Credit Parties, in form and
substance satisfactory to the Agent, with respect to the incumbency of officers
of Holdings and each of the Credit Parties authorized to execute and deliver
this Amendment; and
(c) The Agent shall have received payment of all fees and expenses of
Agent's counsel in connection with the execution and delivery of this Amendment.
If the foregoing conditions precedent are not satisfied by May 31, 2000, this
Amendment shall be null and void. Once the above conditions precedent have been
satisfied, then this Amendment shall be deemed to be effective as of the date of
the Credit Agreement.
SECTION 3. Miscellaneous.
(a) No Waiver. Except to the extent that the Credit Agreement is
specifically modified by this Amendment, nothing in this Amendment shall
constitute a waiver by the Agent or Lenders of their rights and remedies under
the Credit Agreement. No act or omission by the Agent or Lenders under this
Amendment or in their relations with Holdings or any Credit Party shall
constitute a waiver of any of their rights and remedies under the Credit
Agreement, as amended by this Amendment, unless such waiver is in writing,
signed by the Agent, and then only to the extent specifically set forth therein.
(b) Reaffirmation. Holdings and each Credit Party hereby acknowledge that
all terms and conditions of the Credit Agreement, as amended hereby, are and
shall remain in full force and effect. Holdings and each Credit Party hereby
reaffirm the outstanding principal obligation under the Notes. This Amendment is
incorporated into the Credit Agreement by reference and shall constitute a part
thereof as if fully set forth therein. In the event that any of the terms or the
provisions of the Credit Agreement are inconsistent or contradictory of the
terms hereof, the terms of this Amendment shall control.
(c) Representations and Warranties. Holdings and each Credit Party hereby
confirm to the Agent and the Lenders that the representations and warranties of
Holdings or any Credit Party contained in the Credit Agreement or any other Loan
Document are true and correct as if made on the date hereof.
(d) Release. Holdings and each Credit Party acknowledge and agree that, as
of the date hereof, they do not have any claim, defense or set-off right against
the Agent or Lenders or their respective officers, directors, employees, agents,
successors, assigns or affiliates, nor any claim, defense or set-off right to
the enforcement by the Agents or Lenders of the full amount of the Obligations.
Holdings and each Credit Party hereby forever expressly waive, release,
relinquish, satisfy, acquit and discharge the Agent and Lenders, and their
respective officers, directors, employees, agents, successors, assigns and
affiliates, from any and all defenses to payment or other defenses, set-offs,
claims, counterclaims, liability and causes of action, accrued or unaccrued,
whether known or unknown, which occurred or arose on or prior to the date
hereof.
(e) Counterparts. This Amendment may be executed simultaneously in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Amendment may be
delivered by facsimile transmission with the same force and effect as if
originally executed copies of this Credit Agreement were delivered to all
parties hereto.
(f) Severability. The invalidity or unenforceability of any one or more
phrases, sentences, clauses or Sections contained in this Amendment shall not
affect the validity or enforceability of the remaining portions of this
Amendment, or any part thereof.
(g) Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have each caused this
Amendment to be duly executed by their duly authorized representatives as of the
date first above written.
MIM HEALTH PLANS, INC.
By:___________________________________
Name:
Title:
MIM CORPORATION
By:___________________________________
Name:
Title:
PRO-MARK HOLDINGS, INC.
By:___________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION, as Agent
By:___________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION, as Lender
By:___________________________________
Name:
Title