Exhibit 10.3q
AMENDMENT ONE TO THE PLEDGE AGREEMENT
This Amendment One to the Pledge Agreement (this
"Amendment") is entered into as of April 16, 1999, by and between
MAXICARE HEALTH PLANS, INC., a Delaware corporation ("Lender") and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("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 Loan Agreement of even date herewith
("Amendment One to the Loan Agreement"), which amends that certain
Loan Agreement entered into as of February 18, 1997, by and between
Lender and Borrower (the "Loan Agreement");
AND WHEREAS, in connection with the Settlement
Agreement, Related Agreements (as defined in the Settlement
Agreement), the Amended and Restated Note, and Amendment One to the
Loan Agreement, Lender and Borrower desire to make this Amendment to
that certain Pledge Agreement entered into as of February 18, 1997, by
and between Lender and Borrower (the "Pledge 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
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ("▇▇▇▇▇▇▇") pursuant to which ▇▇▇▇▇▇▇ 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. Unless otherwise stated, all of the terms used
herein shall have the same meaning as in the Pledge Agreement, and
this Amendment shall be considered a part of the Pledge Agreement.
3. Wheresoever in the body of the Pledge Agreement
reference is made to the "Note" or the "Promissory Note" or any other
like term, such reference shall be deemed to refer to the Amended and
Restated Note, not the Original Note.
4. Wheresoever in the body of the Pledge Agreement
reference is made to the "Loan Agreement" or any other like term, such
reference shall be deemed to refer to the Loan Agreement as modified
by Amendment One to the Loan Agreement.
5. Section 7(a) of the Pledge Agreement is deleted in
its entirety and replaced with the following:
"The Balance as determined under the Note shall be
payable onthe Maturity Date."
6. Sections 11.1(a) and 11.1(b) shall be deleted in
their entirety and any references to such Sections or provisions
relating only to such Sections are hereby deleted.
7. A new Section 27 is hereby added to read as follows:
"SECTION 27. Substitution of Collateral. Pledgor
shall be entitled to sell or withdraw, at any time, all
or any portion of the Collateral provided that Pledgor
substitute in lieu thereof, cash, treasury notes, U.S.
government backed securities or comparable collateral
acceptable to the Company at the time of delivery and
that has a fair market value of not less than $800,000
on the delivery date. In addition, upon a Company
Default as such term is defined in the Consulting
Agreement of even date herewith between the Lender and
the Borrower, Borrower can withdraw such additional
amounts of Collateral as provided in the Consulting
Agreement."
8. Except as expressly set forth herein, all of the
terms and conditions contained in the Pledge Agreement shall remain in
full force and effect and shall not be modified by the terms hereof.
9. If this Amendment One does not become effective, the
provisions of the Pledge 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/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Its: Secretary
BORROWER:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇