Exhibit 4.8
PLANVISTA CORPORATION
0000 Xxx Xxxxx Xxxxxxxxx. Xxx. 000
Xxxxx Xxxxxxx 00000
(000) 000-0000
June 28, 2002
The Lenders party from time to time
to the Credit Agreement referred to
below,in their capacities as such, and to
the Investors under the Issuance Agreement
referred to below:
Ladies and Gentlemen:
Reference is made to that certain letter agreement dated April 12, 2002
(the "Letter Agreement") among PlanVista Corporation and the financial
institutions party to that certain Third Amended and Restated Credit Agreement
dated April 12, 2002 (the "Credit Agreement") from time to time as Lenders (the
"Lenders") and Wachovia Bank, National Association, as Administrative Agent, and
to Wachovia Bank, National Association, as agent for the financial institutions
listed as Investors under that certain Series C Convertible Preferred Stock
Issuance and Restructuring Agreement dated April 12, 2002 (the "Issuance
Agreement"). Capitalized terms used herein without definition have the meanings
assigned to them by the Credit Agreement.
This letter hereby amends and restates the Letter Agreement to reflect
certain rights and conditions to which the parties have agreed following
execution of the Letter Agreement.
In connection with the execution and delivery of the Credit Agreement
and the Issuance of the Series C Preferred Stock of PVC, PVC has informed the
Lenders that it is PVC's intention to raise equity capital through a public or
private sale of its Common Stock (the "Equity Offering"). In connection with the
Equity Offering, the Company intends to effect a one-for-five reverse stock
split of the Common Stock (the "Reverse Stock Split"), subject to stockholder
approval and as described in the Company's definitive Proxy Statement filed with
the Securities and Exchange Commission (the "SEC") on June 17, 2002 (the "Proxy
Statement), to be implemented prior to the effective date of the Equity
Offering. The Lenders, in their capacities as such and as holders of the Series
C Preferred Stock, will be separately asked to consent to the amendment of the
Company's Certificate of Incorporation as provided in the Proxy Statement to
give effect to the Reverse Stock Split. The Lenders agree hereby that if the
following conditions shall have been satisfied within 120 days (or if the 120th
day should fall on a day other than a business day, then by the close of the
next business day following the 120th day) after the Closing Date under the
Credit Agreement and the Issuance Agreement:
(i) the Company shall have paid to the Lenders, out of the proceeds of
the Equity Offering or other funds of the Company, the sum of
$40,000,000 plus accrued but
unpaid interest under the Credit Agreement, plus the outstanding
principal balance of and all accrued but unpaid interest on the
Additional Note, plus all amounts due and owing to the Lenders for
the fees and expenses of their counsel and consultants (including,
without limitation, such fees and expenses relating to the
Restructuring) incurred in connection with the Credit Agreement and
prior credit agreements with the Company and its Subsidiaries;
(ii) the Company shall have either (A) obtained and delivered to the
Lenders satisfactory evidence of having obtained letters of credit
in substitution for or replacement of the letters of credit
outstanding under Article III of the Credit Agreement, or (B)
delivered cash collateral to the issuer of such letters of credit as
security for the timely reimbursement of all amounts drawn under
such outstanding letters of credit in an amount equal to 110% of the
face amount of such outstanding letters of credit;
(iii) the Company shall have issued to the Lenders an additional 1,650,000
(subject to adjustment for the Reverse Stock Split) shares of Common
Stock (in addition to the 150,000 shares of Common Stock issued to
the Lenders as fees in connection with the Restructuring or under
prior credit agreements (the "Fee Shares")); and
(iv) to the extent that the Company files a registration statement with
the SEC in connection with the Equity Offering, the Company shall
include therein the Fee Shares to be sold by the Lenders in such
Equity Offering;
then, and in such event, the Lenders agree that such amount shall constitute
payment in full of all amounts outstanding under the Credit Agreement and the
related Notes (other than amounts owed in respect of any letters of credit
remaining outstanding pursuant to item (ii)(B) above), and the Lenders agree to:
(1) cancel the Credit Facilities and all letters of credit outstanding
thereunder (other than any letters of credit remaining outstanding
pursuant to item (ii)(B) above);
(2) return all Notes issued by the Company under the Credit Agreement,
including the Agent Note and the Additional Note, to the Company,
marked "cancelled";
(3) terminate all related agreements (including but not limited to the
Stockholders Agreement and all guaranties or other credit support
agreements);
(4) release all security interests and liens securing the Obligations of
the Borrowers and the Subsidiaries under the Credit Agreement; and
(5) return to the Company all Series C Preferred Stock issued under the
Issuance Agreement or as PIK Shares (as defined in the Issuance
Agreement), which return shall constitute a complete redemption of
the Series C Preferred Stock without any additional payment
therefor.
Within ten (10) days following written notice by us to each Lender of
our satisfaction of the conditions under (i), (ii) and (iii) above (the "Option
Election Period"), each Lender who elects to exercise the Put Option (as defined
below) will provide written notice to the Company of its election to exercise
the option (the "Put Option") to sell to the Company its allocable portion of
the 1,650,000 shares of the Company's Common Stock to be received hereunder at
the per share price at which the Equity Offering is effected (net of
underwriting discounts and commissions), such sale to close within ten (10) days
of the expiration of the Option Election Period. If the Equity Offering is
effected as an underwritten public offering, any Lender that does not exercise
its Put Option in full or holds any Fee Shares after the closing of the equity
offering shall, pursuant to an agreement with the Company's underwriters,
subject to the following sentence, agree not to sell, directly or indirectly,
during the one hundred and eighty (180) days following the closing of the Equity
Offering (the "Lock-Up Period"), any shares of the Company's Common Stock, or
any securities convertible into or exercisable or exchangeable for, or any
rights to purchase or acquire, Common Stock. Any Lender that elects not to
exercise its Put Option in full or whose Fee Shares registered in the Equity
Offering are not sold due to a reduction in the number of shares to be sold at
the request of the underwriters in connection with an underwritten Equity
Offering, may sell its Fee Shares, any Common Stock issued to it hereunder or
any other securities convertible into or exercisable or exchangeable for, or any
rights to purchase or acquire, Common Stock in a private transaction to (i) a
purchaser that, directly or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with such Lender and (ii)
any other Lender, so long as such affiliated purchaser or such Lender agrees to
be bound by the selling restrictions contained in this paragraph until the
expiration of the Lock-Up Period. In the event that the Lenders, or any of them,
elect not to exercise their Put Option in full, or to the extent that any Fee
Shares registered in the Equity Offering are not sold due to a reduction in the
number of shares to be sold at the request of the underwriters in connection
with an underwritten Equity Offering, the Company agrees to include any such
shares for registration on a delayed or continuous basis on an appropriate
registration statement (the "Shelf Registration"), to be filed with the SEC not
later than one hundred five (105) days after the closing of the Equity Offering.
Notwithstanding anything stated herein, to the extent any shares of the
Company's Common Stock held by Lenders remain unsold after the expiration of the
Shelf Registration, the Lenders shall continue to have incidental registration
rights as provided under Article V, Section 5.2 of the Stockholders Agreement,
and such shares shall continue to be deemed "Registrable Securities" for such
purposes until they have been sold pursuant to an effective registration
statement filed with the SEC or in compliance with Rule 144(k), or otherwise
cease to be outstanding. Accordingly, the provisions of Article V, Sections 5.2,
5.3, 5.4, 5.5, 5.6(a), 5.7, 5.8, 5.9 and 5.10 of the Stockholders Agreement
shall survive following the consummation of the transactions contemplated by
this letter agreement.
Exercise of the Put Option by any Lender shall not be subject to or
contingent upon exercise of the Put Option by any other Lender. Notwithstanding
any other provision of this letter agreement, nothing herein shall obligate any
Lender to return to the Company any portion of the 150,000 shares of Common
Stock issued to the Lenders as fees in connection with the Restructuring or
under prior credit agreements.
If any of the conditions to the Lenders' agreements herein are not
satisfied or waived at the end of 120 days (or if the 120th day should fall on a
day other than a business day, then by the
close of the next business day following the 120th day) from April 12, 2002,
this letter agreement shall automatically terminate and be of no further force
and effect.
Any reference to any number of shares in this letter agreement does not
reflect the effect of the Reverse Stock Split, and any such shares are to be
adjusted for the Reverse Stock Split once it becomes effective.
Please indicate your agreement with the foregoing by executing a
counterpart of this letter agreement and returning it to the Company.
PLANVISTA CORPORATION
By: /s/ XXXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
The foregoing terms are accepted:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Series C Stockholder and as Administrative
Agent
By: /s/ XXXXXXX XXXX
---------------------------------
Name: Xxxxxxx Xxxx
Title: Authorized Officer
CREDIT LYONNAIS, NEW YORK BRANCH
By: /s/ XXXX-XXXXXXX VAN ESSCHE
---------------------------------
Name: Xxxx-Xxxxxxx van Essche
Title: Vice President
SUNTRUST BANK
By: /s/ XXXXXX XXXXXXXXXXX
---------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: Director
FLEET NATIONAL BANK
By: /s/ XXXX X. XXXX, II
---------------------------------
Name: Xxxx X. Lucy, II
Title: Vice President
SOUTHTRUST BANK
By: /s/ B. E. XXXXXXX
---------------------------------
Name: B. E. Xxxxxxx
Title: Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEEBANK BA
"RABOBANK NEDERLAND", NEW YORK BRANCH
By: /s/ XXXX XXXXXXX
-----------------------------
Name: Xxxx XxXxxxx
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ XXXXXX X. XXXXXXX
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
AMSOUTH BANK
By: /s/ XXXXXXX X. XXXX
-----------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
HIBERNIA NATIONAL BANK
By: /s/ XXXXX XXXXXXXX
-----------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
FIFTH THIRD BANK, CENTRAL OHIO
By: /s/ XXXX XXXXXX
-----------------------------
Name: Xxxx Xxxxxx
Title: Vice President
