Exhibit 10.16
EIGHTH AMENDMENT
TO CREDIT AGREEMENT
EIGHTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 18, 1999 (this
"Amendment"), among UNIVERSAL HOSPITAL SERVICES, INC., a Minnesota corporation
(the "Borrower"), the financial institutions party to the Credit Agreement
described below (the "Banks") and BANKERS TRUST COMPANY, as Administrative
Agent. All capitalized terms used herein and not otherwise defined shall have
the respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Administrative Agent are
parties to a Credit Agreement, dated as of February 25, 1998 (as amended,
modified and supplemented through, but not including, the date hereof, the
"Credit Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided; and
NOW THEREFORE, it is agreed:
1. Section 8.02 of the Credit Agreement is hereby amended by (i)
deleting the text "and" appearing at the end of clause (m) thereof, (ii)
deleting the period appearing at the end of clause (n) thereof and inserting the
text "; and" in lieu thereof and (iii) inserting the following new clause (o)
immediately after clause (n) thereof:
"(o) each of the Borrower and its Subsidiaries may acquire all
or substantially all of the assets of any Person (or all or
substantially all of the assets of a product line or division of any
Person) or 100% of the capital stock of any Person (any acquisition
permitted by this clause (o), a "Permitted Acquisition"), so long as
(i) no Default or Event of Default then exists or would result
therefrom, (ii) each of the representations and warranties contained in
Section 6 shall be true and correct in all material respects both
before and after giving effect to such Permitted Acquisitions (it being
understood that any representation or warranty made as of a specific
date, including, but not limited to, the representations and warranties
contained in Section 6.22 of the Credit Agreement, shall be true and
correct in all material respects as of such specific date), (iii) any
liens or Indebtedness assumed or issued in connection with such
acquisition are otherwise permitted under Section 8.03 or 8.04 as the
case may be, (iv) the value of all consideration paid in connection
therewith (including Indebtedness assumed or incurred) (x) for each
Permitted Acquisition shall not exceed $1,000,000 and (y) for all of
the Permitted Acquisitions shall not exceed $5,000,000, (v) the
Borrower shall be in pro forma compliance with all financial covenants
in this Agreement before and after giving effect to such Permitted
Acquisitions and (vi) after giving effect to such Permitted
Acquisition, the Total Unutilized Revolving Commitment shall not be
less than $10,000,000.
2. Section 8.05(a) of the Credit Agreement is hereby amended by
deleting the periods and amounts appearing in the columns "Period" and
"Amount" in their entirety and replacing them with the following texts and
amounts:
"Period Amount
------- ------
Effective Date through December 31, 1998 $30,616,000
Fiscal Year ending December 31, 1999 $31,700,000
Fiscal Year ending December 31, 2000 $32,000,000
Fiscal Year ending December 31, 2001 $33,200,000
Fiscal Year ending December 31, 2002 $40,000,000
January 1, 2003 through the Maturity Date $ 7,200,000"
3. Section 8.06 of the Credit Agreement is hereby amended by (i)
deleting the text "; and" appearing at the end of clause (i) thereof, (ii)
deleting the period appearing at the end of clause (j) thereof and replacing it
with a semi-column and (iii) inserting the following clause (k) immediately
after clause (j) thereof:
"(k) Permitted Acquisitions shall be permitted"
4. Section 8.11 of the Credit Agreement is hereby amended by deleting
the dates and ratios from and including December 31, 1998 to and including
December 31, 1999 and replacing them with the following dates and ratios:
"December 31, 1998 0.85:1.00
March 31, 1999 0.65:1.00
June 30 1999 0.70:1.00
September 31, 1999 0.75:1.00
December 31, 1999 1.00:1.00"
5. Section 10 of the Credit Agreement is hereby amended by inserting
the following new definitions in the appropriate alphabetical order:
" `Permitted Acquisitions' shall have the meaning provided in Section
8.02(o).
6. Section 10 of the Credit Agreement is hereby further amended by (i)
deleting the period appearing at the end of the definition of "Capital
Expenditures" thereof and replacing it with the following text:
", excluding Capital Expenditures made with the Net Sale Proceeds
obtained from the disposition of property, plant and equipment."
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7. Section 10 of the Credit Agreement is hereby further amended by
inserting immediately after the text "otherwise" appearing at the end of the
first sentence of the definition of "Consolidated EBITDA", the following text:
", provided that for purposes of Section 8.10, 8.11 and 8.12, there
shall be excluded (to the extent not already excluded) in determining
Consolidated EBITDA for any period the expenses of the Borrower incurred with
respect to (i) salary adjustments in an aggregate amount of $213,000 related to
the departure of personnel in 1998, (ii) expenses in an aggregate amount of
$56,000 associated with the 1998 planned acquisition , (iii) severance charges
related to 1998 in an aggregate amount of $202,000 and (iv) fees paid for 1998
to X.X. Childs in an aggregate amount of $234,000."
8. This Amendment is limited precisely as written and shall not be
deemed to be a consent to or modification of any other term or condition of the
Credit Agreement, the other Credit Documents or any of the instruments or
agreements referred to therein.
9. The Borrower hereby (i) agrees to pay to the Administrative Agent on
behalf of the Banks which execute this Eighth Amendment a non-refundable fee
payable on the Eighth Amendment Effective Date equal to 0.10% of the Commitment
of such Bank and (ii) represents and warrants that (x) no Default or Event of
Default exists on the Eighth Amendment Effective Date (as defined below) both
before and after giving effect to this Amendment and (y) all of the
representations and warranties contained in the Credit Documents shall be true
and correct in all material respects on the Eighth Amendment Effective Date both
before and after giving effect to this Amendment with the same effect as though
such representations and warranties had been made on and as of the Eighth
Amendment Effective Date (it being understood that any representation or
warranty made as of a specific date, including, but not limited to, the
representations and warranties contained in Section 6.22 of the Credit
Agreement, shall be true and correct in all material respects as of such
specific date).
10. This Amendment shall become effective on the date that (i) the
Borrower and the Required Banks shall have signed a counterpart hereof (whether
the same or different counterparts) and shall have delivered (including by way
of telecopier) the same to the Administrative Agent at its Notice Office and
(ii) the Borrower shall have paid the fee described in paragraph 9(i) above
(such effective date referred to above is herein called the "Eighth Amendment
Effective Date").
11. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
12. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
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13. From and after the Eighth Amendment Effective Date, all references
in the Credit Agreement and each of the Credit Documents to the Credit Agreement
or each of the Credit Documents shall be deemed to be references to such Credit
Agreement or each of the Credit Documents as amended hereby.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.
UNIVERSAL HOSPITAL SERVICES, INC.
By: /S/ Xxxxxx X. Xxxxxx
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Title: Vice President, Finance and Chief
Financial Officer
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By: /S/ Xxxxx X. Xxxx
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Title: Vice President
XXXXXX FINANCIAL, INC.
By: /S/ Xxxxxxx X. Xxxxxxxx
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Title: Senior Vice President
FLEET NATIONAL BANK
By: /S/ Xxxxxxx Xxxxxx
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Title: Vice President
