EX-4.6 5 dex46.txt LETTER AGREEMENT DATED MARCH 8, 2002 Phillip S. Dingle Chairman & Chief Executive Officer Writer's Ext. 2048 March 8, 2002 VIA FACSIMILE 617/578-6668 Mr. Steve McLaughlin New England Financial 501 Boylston Street, 8th Floor Boston, MA 02117 Re: Settlement Discussions on Promissory Note Dear Steve: To follow up on our conversation this morning, we have agreed to resolve all issues connected with your outstanding note, including all interest, fees, and other items due in connection therewith, on the following terms: . A partial conversion of your note to 311,476 common shares of PVC, which is a NYSE security, which we commit to register expeditiously (including, without limitation, agreeing to file a registration statement within 45 days after closing the pending restructure), and which you could subsequently sell on the open market: $1,520,003;* and . A supplemental network access agreement between our companies (to be entered into prior to May 1, 2002), through which you could generate savings for your health plans without having to pay the percent of savings fees you automatically pay (or by paying a lower fee). Depending upon the volume of claims that flows through your organization, we propose that we repay a portion of your note -- through saved fees -- over a 24 or 36 month period commencing in May/June 2002. In addition to the supplemental network product, PlanVista can also offer New England Financial a network management/repricing service that could be offered at our cost to further reduce the outstanding balance. Estimated savings: $950,000 Total $2,470,003 Please sign below to indicate your agreement in principle to the terms above, subject to final documentation. *Based upon price at 3/5/02. Mr. Steve McLaughlin March 8, 2002 Page 2 This letter and discussions pursuant thereto are deemed settlement negotiations between our organizations and cannot otherwise be used or admissible for any purpose whatsoever. As we have discussed, this agreement will require Bank Group approval. Sincerely yours, Phillip S. Dingle Agreed and Accepted this ___ day of March, 2002: NEW ENGLAND FINANCIAL By: /s/ Steve McLaughlin ----------------------------------------- Steve McLaughlin Title: Senior Vice President -------------------------------------- cc: Donald W. Schmeling Lawrence R. Hirsh Steven Kaye, Esq. Phillip S. Dingle Chairman & Chief Executive Officer Writer's Ext. 2048 March 18, 2002 VIA FACSIMILE 617/578-6668 Mr. Steve McLaughlin New England Financial 501 Boylston Street, 8th Floor Boston, MA 02117 Re: Settlement Discussions on Promissory Note -- Clarification of March 8, 2002 Letter Agreement Dear Steve: To follow up on our conversation this afternoon, you and I agreed that we should clarify the issue involving how many shares of PVC stock NEF will receive on the date we restructure your note, which is expected to occur this week. In particular, you and I agreed that PVC will issue such number of shares that on the closing of our restructure of your note would equate to approximately $1,520,003, based upon the closing price of PVC shares on the day before we issue the shares. All other terms and conditions of our March 8 agreement remain in effect. Please sign below to indicate your agreement to this clarification. As always, I appreciate your consideration on these issues. Sincerely yours, /s/ Phillip S. Dingle Phillip S. Dingle Agreed and Accepted this ___ day of March, 2002: NEW ENGLAND FINANCIAL By: /s/ Steve McLaughlin ----------------------------------------- Steve McLaughlin Title: Senior Vice President -------------------------------------- cc: Donald W. Schmeling Lawrence R. Hirsh Steven Kaye, Esq.