Amendment No. 2 to Credit Agreement among Trigon Healthcare, Inc. and Various Banks

Summary

This amendment, effective March 24, 2000, modifies the existing Credit Agreement between Trigon Healthcare, Inc. and a group of banks, with Morgan Guaranty Trust Company of New York acting as agent. The amendment changes a specific clause regarding the use of borrowed funds, allowing certain exceptions when proceeds are used to pay maturing commercial paper. The amendment becomes effective once all required parties have signed. All other terms of the original agreement remain in effect.

EX-10.31 2 0002.txt AGREEMENT NO.2 TO CREDIT AGREEMENT EXHIBIT 10.31 EXECUTION COPY AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT dated as of March 24, 2000 to the Credit Agreement dated as of February 5, 1997 (as heretofore amended, the "Credit Agreement") among TRIGON HEALTHCARE, INC. (the "Borrower"), the BANKS party thereto (the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent"). The parties hereto agree as follows: SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. SECTION 2. Amendment. Clause (e) of Section 3.02 is amended by the addition of the following proviso: ; provided that clause (e) shall not apply with respect to the representations and warranties set forth in Section 4.04(d) if and to the extent (i) the proceeds of such Borrowing are to be applied to pay maturing commercial paper substantially simultaneously with such Borrowing and (ii) such intended use of proceeds has been indicated in the applicable Notice of Borrowing. SECTION 3. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Default will have occurred and be continuing on such date. SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 6. Effectiveness. This Amendment shall become effective on the date (the "Amendment Effective Date") when the Agent shall have received from each of the Borrower and the Required Banks a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. TRIGON HEALTHCARE, INC. By:_________________________ Name: Title: MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Bank and as Agent By:__________________________ Name: Title: THE BANK OF NEW YORK By:___________________________ Name: Title: BANK ONE, NA (Main Office - Chicago) (f/k/a The First National Bank of Chicago) By:____________________________ Name: Title: THE FUJI BANK, LIMITED By:____________________________ Name: Title: WACHOVIA BANK, N.A. Formerly known as WACHOVIA BANK OF NORTH CAROLINA, N.A. By:____________________________ Name: Title: THE ASAHI BANK, LTD. By:___________________________ Name: Title: CRESTAR BANK By:__________________________ Name: Title: BANQUE NATIONALE DE PARIS By:__________________________ Name: Title: By:____________________________ Name: Title: FIRST UNION NATIONAL BANK By:___________________________ Name: Title: THE SANWA BANK, LIMITED By:___________________________ Name: Title: