Exhibit 10.3p
AMENDMENT ONE TO THE LOAN AGREEMENT
This Amendment One to the Loan Agreement (this
"Amendment") is entered into as of April 16, 1999, by and between
MAXICARE HEALTH PLANS, INC., a Delaware corporation ("Lender") and
XXXXX X. XXXXXXX ("Borrower"), in light of the following:
RECITALS
WHEREAS, Lender and Borrower have entered into that
certain Settlement and Release Agreement (the "Settlement Agreement")
of even date herewith and in connection with the Settlement Agreement,
Lender and Borrower have also entered into Related Agreements as
defined in the Settlement Agreement;
WHEREAS, Lender and Borrower have entered into that
certain Amended and Restated Secured Promissory Note (the "Amended and
Restated Note"), of even date herewith, which amends, restates and
supersedes, in its entirety, that certain Secured Promissory Note (the
"Original Note") executed on February 18, 1997 by and between Lender
and Borrower;
WHEREAS, Lender and Borrower have entered into that
certain Amendment One to the Pledge Agreement ("Amendment One to the
Pledge Agreement") of even date herewith, which amends that certain
Pledge Agreement entered into as of February 18, 1997, by and between
Lender and Borrower (the "Pledge Agreement");
AND WHEREAS, in connection with the Settlement
Agreement, the Related Agreements (as defined in the Settlement
Agreement), the Amended and Restated Note, and Amendment One to the
Pledge Agreement, Lender and Borrower desire to enter into this
Amendment One to that certain Loan Agreement entered into as of
February 18, 1997, by and between Lender and Borrower (the "Loan
Agreement").
NOW, THEREFORE, for valuable consideration the receipt
of which is hereby acknowledged, the parties agree as follows:
1. The effectiveness of this Amendment shall be
conditioned upon (i) the occurrence of the "Effective Date" as such
term is defined in the Settlement Agreement; (ii) delivery of the
fully executed Settlement Agreement and Related Agreements; (iii) the
Effective Date of the Consulting Agreement between the Company and
Xxxxxx X. Xxxxxxx, Xx. ("Xxxxxxx") pursuant to which Xxxxxxx agrees to
function as the Company's Chief Operating Officer ("COO"); and (iv)
unanimous approval of this Amendment by the Board provided, however,
that if such approval is not unanimous, Borrower may elect to declare
the Settlement Agreement and the Related Agreements null and void.
2. All terms used herein shall have the same meaning as
in the Loan Agreement, and this Amendment shall be considered a part
of the Loan Agreement.
3. In Section 1.8 of the Loan Agreement, the date
"April 1, 2001" is hereby replaced with "June 30, 2003."
4. By clerical error, a second Section 1.9 exists in
the Loan Agreement, operating to define the term "Pledge Agreement."
This section defining "Pledge Agreement" is hereby re-numbered as
Section 1.10. However, this re-numbering in no way changes the
language or effect of the definition of "Pledge Agreement," which
refers not only to the Pledge Agreement but also to any amendment of
the Pledge Agreement, including but not limited to Amendment One to
the Pledge Agreement.
5. Section 2.5 is deleted in its entirety and replaced
with the following:
"The Balance as determined in the Amended and
Restated Note shall be payable on the Maturity Date."
6. Except as expressly set forth herein, all of the
terms and conditions contained in the Loan Agreement shall remain in
full force and effect and shall not be modified by the terms hereof.
7. If this Amendment does not become effective, the
provisions of the Loan Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, Lender and Borrower have executed
this Amendment as of the date first written above.
LENDER:
MAXICARE HEALTH PLANS, INC., a
Delaware corporation
By: /s/ Xxxxxxx X. Link
Name: Xxxxxxx X. Link
Its: Executive Vice President and
Chief Financial Officer
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Its: Secretary
BORROWER:
/s/ Xxxxx X. Xxxxxxx
XXXXX X. XXXXXXX
