As of August 31, 2000 EXHIBIT 10.5
Vencor, Inc. and the Borrowers under the
Existing DIP Credit Agreement referred to below
One Vencor Place
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx
President and Chief Executive Officer
Re: Amendment to Commitment Letter
------------------------------
Ladies and Gentlemen:
Reference is made to that certain letter (the "Commitment Letter"),
dated June 12, 2000, from Ableco Finance LLC, Appaloosa Investment Limited
Partnership I, Franklin Mutual Advisers LLC, Xxx Xxxxxx Prime Rate Income Trust,
Xxx Xxxxxx Senior Floating Rate Fund and Xxx Xxxxxx Senior Income Trust
(collectively, the "Underwriting Lenders") to Vencor, Inc. and the other
Borrowers under the Debtor-In-Possession Credit Agreement dated as of September
13, 1999 (as heretofore amended, supplemented or otherwise modified, the
"Existing DIP Credit Agreement"). All capitalized terms used herein and not
otherwise defined shall have the meanings ascribed thereto in the Commitment
Letter.
Pursuant to the Commitment Letter, the Underwriting Lenders agreed
to restructure the credit facilities available under the Existing DIP Credit
Agreement on the terms, and subject to the conditions, set forth therein. The
Commitment Letter states that the Underwriting Lenders' commitments to provide
the Borrowers with the DIP Facility shall terminate on August 31, 2000 unless on
or before such date, the Borrowers (i) shall have obtained from the Court
authorization to execute and deliver the Commitment Letter (and the Term Sheet)
and to pay the fees described in the Term Sheet and (ii) shall have paid to the
Administrative Agent, for distribution to the Arranger, the Underwriting Lenders
and such other Persons as may be entitled thereto, as the case may be, the
arranging fees and the financing fees described in the Term Sheet which are due
and payable upon Court approval of the Commitment Letter. The Commitment Letter
further provides that the DIP Facility referred to therein shall in no event be
available unless the Effective Date shall have occurred on or prior to September
30, 2000.
The Borrowers have requested that the Underwriting Lenders agree to
extend (a) the date by which Court authorization must be obtained to execute and
deliver the Commitment
Letter (and the Term Sheet) and to pay the fees described in the Term Sheet, and
to pay to the Administrative Agent, for distribution to the Arranger, the
Underwriting Lenders and such other Persons as may be entitled thereto, as the
case may be, the arranging fees and the financing fees described in the Term
Sheet which are due and payable upon court approval thereof, from August 31,
2000 through and including October 31, 2000, and (b) the date by which the
Effective Date must occur from September 30, 2000 through and including
October 31, 2000.
The Underwriting Lenders have agreed to the Borrowers request to
extend such dates on the terms, and subject to the conditions, set forth herein.
Therefore, from and after the Amendment Effective Date (as defined below), (a)
the reference to the date "August 31, 2000" contained in the first sentence of
the next to last paragraph of the Commitment Letter is hereby deleted and
replaced with the date "October 31, 2000," and (b) the reference to the date
"September 30, 2000" contained in each of the last sentence of the next to last
paragraph of the Commitment Letter and in the Term Sheet under the heading
"Effective Date" is hereby deleted and replaced with the date "October 31,
2000." In addition, the reference to the date "July 18, 2000" contained in the
last sentence under the heading "Covenants" in the Term Sheet is hereby deleted
and replaced with the phrase "the date contemplated therefore under the Existing
DIP Facility, as amended".
On and after the Amendment Effective Date (as defined below), each
reference in the Commitment Letter to "this letter agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Commitment Letter,
shall mean and be a reference to the Commitment Letter as amended by this letter
(the "Amended Commitment Letter").
The amendments set forth above shall be limited precisely as written,
and nothing in this letter shall be deemed to prejudice any right or remedy that
the Administrative Agent or any Underwriting Lender may now have or may have in
the future under or in connection with the Commitment Letter. Except as
specifically amended by this letter, the Commitment Letter shall remain in full
force and effect.
This letter may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument. This letter shall
become effective (the date of such effectiveness being the "Amendment Effective
Date") upon the earliest date on or prior to August 31, 2000 that the Borrowers
and Underwriting Lenders shall have executed counterparts of this letter and the
Borrowers and the Administrative Agent shall have received written or telephonic
notification of such execution, provided however, that it shall be a condition
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subsequent to the effectiveness hereof that the Administrative Agent shall have
received from Borrowers an extension fee in the aggregate amount of $225,000 on
or prior to September 22, 2000, for ratable distribution to each DIP Lender that
has executed and delivered a counterpart to this amendment letter on or prior to
September 6, 2000, according to the ratio of (i) the commitment of such
executing DIP Lender to (ii) the aggregate commitments of all such executing DIP
Lenders, and if the Administrative Agent shall not have received such fee by
such date, this amendment letter shall be null and void, ab initio, and of no
force or effect whatsoever.
2
THIS LETTER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.
[Remainder of page intentionally left blank]
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Very truly yours,
ABLECO FINANCE LLC
By:
---------------------------------
Name:
Title:
APPALOOSA INVESTMENT LIMITED
PARTNERSHIP I
By:
---------------------------------
Name:
Title:
FRANKLIN MUTUAL ADVISERS LLC
By:
---------------------------------
Name:
Title:
XXX XXXXXX PRIME RATE INCOME TRUST
By: XXX XXXXXX INVESTMENT ADVISORY CORP.
By:
---------------------------
Name:
Title:
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XXX XXXXXX SENIOR FLOATING RATE FUND
By: XXX XXXXXX INVESTMENT ADVISORY CORP.
By:
---------------------------
Name:
Title:
XXX XXXXXX SENIOR INCOME TRUST
By: XXX XXXXXX INVESTMENT ADVISORY CORP.
By:
---------------------------
Name:
Title:
S-2
AGREED AND ACCEPTED
as of this 31st day of August, 2000
Advanced Infusion Systems, Inc.
American X-Rays, Inc.
C.P.C. of Louisiana, Inc.
Community Behavioral Health System, Inc.
Community Psychiatric Centers of Arkansas, Inc.
Community Psychiatric Centers of California
Community Psychiatric Centers of Florida, Inc.
Community Psychiatric Centers of Idaho, Inc.
Community Psychiatric Centers of Indiana, Inc.
Community Psychiatric Centers of Kansas, Inc.
Community Psychiatric Centers of Mississippi, Inc.
Community Psychiatric Centers of Missouri, Inc.
Community Psychiatric Centers of North Carolina, Inc.
Community Psychiatric Centers of Oklahoma, Inc.
Community Psychiatric Centers of Utah, Inc.
Community Psychiatric Centers Properties Incorporated
Community Psychiatric Centers Properties of Oklahoma, Inc.
Community Psychiatric Centers Properties of Texas, Inc.
Community Psychiatric Centers Properties of Utah, Inc.
Courtland Gardens Health Center, Inc.
CPC Investment Corp.
CPC Managed Care Health Services, Inc.
CPC of Georgia, Inc.
CPC Properties of Arkansas, Inc.
CPC Properties of Illinois, Inc.
CPC Properties of Indiana, Inc.
CPC Properties of Kansas, Inc.
CPC Properties of Louisiana, Inc.
CPC Properties of Mississippi, Inc.
CPC Properties of Missouri, Inc.
CPC Properties of North Carolina, Inc.
First Rehab, Inc.
Florida Hospital Properties, Inc.
Health Care Holdings, Inc.
Health Care Technology, Inc.
Helian ASC of Northridge, Inc.
S-3
Helian Health Group, Inc.
Helian Recovery Corporation
Homestead Health Center, Inc.
Horizon Healthcare Services, Inc.
Interamericana Health Care Group
X.X. Xxxxxx Hospital, Inc.
Lafayette Health Care Center, Inc.
MedEquities, Inc.
Medisave of Tennessee, Inc.
Medisave Pharmacies, Inc.
Old Orchard Hospital, Inc.
Palo Alto Surgecenter Corporation
Peachtree-Parkwood Hospital, Inc.
PersonaCare, Inc.
PersonaCare Living Center of Clearwater, Inc.
PersonaCare of Bradenton, Inc.
PersonaCare of Clearwater, Inc.
PersonaCare of Connecticut, Inc.
PersonaCare of Georgia, Inc.
PersonaCare of Huntsville, Inc.
PersonaCare of Little Rock, Inc.
PersonaCare of Ohio, Inc.
PersonaCare of Owensboro, Inc.
PersonaCare of Pennsylvania, Inc.
PersonaCare of Pompano East, Inc.
PersonaCare of Pompano West, Inc.
PersonaCare of Reading, Inc.
PersonaCare of San Antonio, Inc.
PersonaCare of San Xxxxx, Inc.
PersonaCare of Shreveport, Inc.
PersonaCare of St. Petersburg, Inc.
PersonaCare of Warner Xxxxxxx, Inc.
PersonaCare of Wisconsin, Inc.
PersonaCare Properties, Inc.
ProData Systems, Inc.
Recovery Inns of America, Inc.
Respiratory Care Services, Inc.
Stamford Health Facilities, Inc.
THC-Chicago, Inc.
THC-Hollywood, Inc.
THC-Houston, Inc.
THC-Minneapolis, Inc.
THC-North Shore, Inc.
THC-Orange County, Inc.
THC-San Diego, Inc.
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THC-Seattle, Inc.
TheraTx Healthcare Management, Inc.
TheraTx Health Services, Inc.
TheraTx Management Services, Inc.
TheraTx Medical Supplies, Inc.
TheraTx Rehabilitation Services, Inc.
TheraTx Staffing, Inc.
Transitional Hospitals Corporation, a Delaware Corporation
Transitional Hospitals Corporation, a Nevada Corporation
Transitional Hospitals Corporation of Indiana, Inc.
Transitional Hospitals Corporation of Louisiana, Inc.
Transitional Hospitals Corporation of Michigan, Inc.
Transitional Hospitals Corporation of Nevada, Inc.
Transitional Hospitals Corporation of New Mexico, Inc.
Transitional Hospitals Corporation of Tampa, Inc.
Transitional Hospitals Corporation of Texas, Inc.
Transitional Hospitals Corporation of Wisconsin, Inc.
Xxxxxx Nursing Center, Inc.
Xxxxxxxx Enterprises, Inc.
VC-OIA, Inc.
VC-TOHC, Inc.
XX-XX, Inc.
Vencare, Inc.
Vencare Rehab Services, Inc.
Vencor Facility Services, Inc.
Vencor Holdings, L.L.C.
Vencor Home Care Services, Inc.
Vencor Hospice, Inc.
Vencor Hospitals East, L.L.C.
Vencor Hospitals West, L.L.C.
Vencor, Inc.
Vencor Insurance Holdings, Inc.
Vencor Investment Company
Vencor Nevada, L.L.C.
Vencor Nursing Centers East, L.L.C.
Vencor Nursing Centers Central L.L.C.
Vencor Nursing Centers North, L.L.C.
Vencor Nursing Centers South, L.L.C.
Vencor Nursing Centers West, L.L.C.
Vencor Operating, Inc.
S-5
Vencor Pediatric Care, Inc.
Vencor Provider Network, Inc.
Ventech Systems, Inc.
By: Vencor Operating, Inc., as agent and attorney-in-
fact for each of the foregoing entities
By:
---------------------------------------
Name:
Title:
Stamford Health Associates, L.P.
By: Stamford Health Facilities, Inc., Its General
Partner
By:
---------------------------------------
Name:
Title:
Vencor Home Care and Hospice Indiana Partnership
By: Vencor Home Care Services, Inc., Its General
Partner
By:
---------------------------------------
Name:
Title:
By: Vencor Hospice, Inc., Its General Partner
By:
---------------------------------------
Name:
Title:
S-6
Vencor Hospitals Limited Partnership
By: Vencor Operating, Inc., Its General Partner
By:
---------------------------------------
Name:
Title:
By: Vencor Nursing Centers Limited Partnership,
Its General Partner
By: Vencor Operating, Inc., Its General
Partner
By:
---------------------------------------
Name:
Title:
Vencor Nursing Centers Central Limited Partnership
By: Vencor Operating, Inc., Its General Partner
By:
---------------------------------------
Name:
Title:
By: Vencor Nursing Centers Limited Partnership,
Its General Partner
By: Vencor Operating, Inc., Its General Partner
By:
------------------------------------
Name:
Title:
S-7
Vencor Nursing Centers Limited Partnership
By: Vencor Operating, Inc., Its General Partner
By:
---------------------------------------
Name:
Title:
By: Vencor Hospitals Limited Partnership, Its
General Partner
By: Vencor Operating, Inc., Its General
Partner
By:
--------------------------------
Name:
Title:
S-8
ACKNOWLEDGED AND AGREED:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Arranger,
Collateral Agent and Administrative Agent
By:
---------------------------------------
Name:
Title:
ACKNOWLEDGED AND CONSENTED TO by the undersigned
institutions each having executed and delivered
counterparts to the Commitment Letter in the form of
Annex B thereto and each hereby joining this Amended
Commitment Letter, and such joinder to be subject to
the terms, conditions and allocations set forth in such
executed counterpart:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By:
---------------------------------------
Name:
Title:
BANKERS TRUST COMPANY
By:
---------------------------------------
Name:
Title:
CHASE SECURITIES INC., AS AGENT FOR THE
CHASE MANHATTAN BANK.
By:
---------------------------------------
Name:
Title:
S-9
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By:
---------------------------------------
Name:
Title:
CREDIT LYONNAIS - N.Y. BRANCH
By:
---------------------------------------
Name:
Title:
PENSLER CAPITAL CORP.
By:
---------------------------------------
Name:
Title:
FOOTHILL INCOME TRUST II, L.P.
By: FIT II GP, LLC, its general partner
By:
---------------------------------------
Name:
Title:
S-10
FRANKLIN FLOATING RATE TRUST
By:
---------------------------------------
Name:
Title:
X. XXXX PRICE RECOVERY FUND II, L.P.
By:
---------------------------------------
Name:
Title:
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