EXHIBIT 4
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (the "Amendment") is made as of
this 18th day of July, 2000 by and among AMERICAN MEDICAL SECURITY GROUP, INC.
(the "Borrower"), the Lenders named therein (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 from time to
time, (the "Credit Agreement); and
WHEREAS, the parties desire to 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 6.2 USE OF PROCEEDS is hereby deleted in its entirety and
amended by inserting the following in its stead:
"6.2 USE OF PROCEEDS. AMS will, and will cause each Subsidiary
to, use the proceeds of the Loans to meet general corporate needs of
AMS and its Subsidiaries and to repay in full the outstanding
Indebtedness of AMS and its Subsidiaries, and each of them, other than
the Indebtedness reflected in Section 5.8 (or Indebtedness in a
principal amount not exceeding $50,000 for a single item of
Indebtedness and $100,000 in the aggregate for all such Indebtedness)
and approved by Agent. AMS will not permit any Subsidiary to use any
of the proceeds of the Loans to purchase or carry any "margin stock"
(as defined in Regulation U), nor will AMS use any of the proceeds of
the Loans, or permit any Subsidiary to use any such proceeds to
finance the Purchase of any Person which has not been approved and
recommended by the Board of Directors (or functional equivalent
thereof) of such Person. Following the application of the proceeds of
the Loans with respect to any repurchase by AMS of its outstanding
stock as permitted pursuant to Section 6.10 hereof, neither AMS nor
any Subsidiary will permit more than 25% of the value (as determined
by any reasonable method) of the assets of AMS and its Subsidiaries
which are subject to any limitation on sale, pledge or other
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restriction hereunder taken as a whole to have been, and to continue
to be, represented by margin stock".
2.2 Section 6.10 DIVIDENDS is hereby amended by deleting the amount of
"$7,200,000" in subsection (ii) thereof and inserting "$8,200,000" in its
stead.
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 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/ GARY D. GUENGERICH
Name: Gary D. Guengerich
Title: Executive Vice President and Chief
Financial Officer
LASALLE BANK NATIONAL ASSOCIATION
By: /S/ JANET R. GATES
Name: Janet R. Gates
Title: Senior Vice President
FIRST UNION NATIONAL BANK, NATIONAL BANK, NA
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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