SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (the "Amendment") is made as of
this 10th day of November, 2000 by and among AMERICAN MEDICAL SECURITY GROUP,
INC. (the "Borrower"), the Lenders named in the Credit Agreement (the "Lenders")
and LASALLE BANK NATIONAL ASSOCIATION, as Agent and Swing Line Lender (the
"Agent").
W I T N E S S E T H
WHEREAS, the Borrower, the Agent and the Lenders are parties to that
certain Credit Agreement, dated as of March 24, 2000, as amended pursuant to
that certain First Amendment to Credit Agreement, dated as of July 18, 2000,
(collectively, the "Credit Agreement); and
WHEREAS, the parties desire to further amend the Credit Agreement, as more
fully set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the adequacy of which is hereby
acknowledged, and subject to the terms and conditions hereof, the parties hereto
agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
shall have the meaning given to them in the Credit Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT.
2.1 Section 2.8(a) of the Credit Agreement is hereby deleted in its
entirety and amended by inserting the following in its stead:
"2.8. Mandatory Commitment Reductions. (a) The Aggregate Commitment
shall be automatically and permanently reduced to the following amounts on
the following dates:
Date Availability Reduction Aggregate Commitment
November 10, 2000 $ 5,000,000 $40,000,000
March 24, 2002 $ 5,000,000 $35,000,000
March 24, 2003 $10,000,000 $25,000,000
March 24, 2004 $10,000,000 $15,000,000
March 24, 2005 $15,000,000 $ 0"
2.2 Section 6.10(ii) of the Credit Agreement is hereby deleted in its
entirety and amended by inserting the following in its stead:
"(ii) AMS may repurchase its outstanding stock, provided that any
such repurchases after the date hereof shall not exceed $10,200,000 in
the aggregate."
SECTION 3. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon satisfaction of the following conditions precedent:
3.1 The Agent and the Lenders shall have received copies of this
Amendment duly executed by the Borrower.
3.2 The Agent shall have received, for the benefit of the Agent and
the Lenders, an amendment fee of $22,500 payable and fully earned on the
date hereof.
3.3 The Agent and the Lenders shall have received copies of the
Collateral Assignment and Pledge Agreement, dated as of November 10, 2000,
duly executed by the Borrower, and Borrower shall have established the
Account referred to therein with Agent and deposited the amount of
$1,500,000 into the Account on or before the date hereof.
3.4 The Agent and the Lenders shall have received such other
documents, certificates and assurances as they shall reasonably request.
SECTION 4. REAFFIRMATION OF THE BORROWER. The Borrower hereby represents and
warrants to the Agent and the Lenders that (i) the warranties set forth in
Article 5 of the Credit Agreement are true and correct on and as of the date
hereof, except to the extent (a) that any such warranties relate to a specific
date, or (b) changes thereto are a result of transactions for which the Agent
and the Lenders have granted their consent; (ii) the Borrower is on the date
hereof in compliance with all of the terms and provisions set forth in the
Credit Agreement as hereby amended; and (iii) upon execution hereof no Event of
Default has occurred and is continuing or has not previously been waived.
SECTION 5. FULL FORCE AND EFFECT. Except as herein amended, the Credit Agreement
and all other Loan Documents shall remain in full force and effect.
SECTION 6. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
day and year specified above.
AMERICAN MEDICAL SECURITY GROUP, INC.
By: /S/ CAROL P. SANDERS
Name: Carol P. Sanders
Title: Vice President and Treasurer
LASALLE BANK NATIONAL ASSOCIATION
By: /S/ JANET R. GATES
Name: Janet R. Gates
Title: Senior Vice President
FIRST UNION NATIONAL BANK, NATIONAL ASSOCIATION
By: /S/ THOMAS L. STITCHBERRY
Name: Thomas L. Stitchberry
Title: Senior Vice President
ASSOCIATED BANK GREEN BAY, NATIONAL ASSOCIATION
By: /S/ DENIS F. HOGAN
Name: Denis F. Hogan
Title: Vice President
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ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR
The undersigned, AMERICAN MEDICAL SECURITY HOLDINGS, INC., hereby ratifies
and reaffirms that certain Guaranty dated March 24, 2000 (the "Guaranty") made
by the undersigned in favor of the Agent and the Lenders and each of the terms
and provisions contained therein, and agrees that the Guaranty continues in full
force and effect following the execution and delivery of the foregoing
Amendment. The undersigned represents and warrants to the Agent and the Lenders
that the Guaranty was, on the date of the execution and delivery thereof, and
continues to be, the valid and binding obligation of the undersigned enforceable
in accordance with its terms and that the undersigned has no claims or defenses
to the enforcement of the rights and remedies of the Agent and the Lenders under
the Guaranty.
IN WITNESS WHEREOF, this Acknowledgment and Agreement of Guarantor has been
duly authorized as of this 10th day of November, 2000.
AMERICAN MEDICAL SECURITY HOLDINGS, INC.
By: /S/ CAROL P. SANDERS
Name: Carol P. Sanders
Title: Vice President and Treasurer
