EXHIBIT 10.22
SIXTEENTH AMENDMENT AND CONSENT TO
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
January 19, 2001
Reference is made to that certain Debtor-In-Possession Credit
Agreement dated as of September 13, 1999 (as heretofore amended, supplemented or
otherwise modified, the "DIP Credit Agreement"), by and among Vencor, Inc., a
Delaware corporation ("Vencor"), and Vencor Operating, Inc., a Delaware
corporation ("Vencor Opco"), each as debtor and debtor-in-possession, and each
of Vencor's subsidiaries listed on the signature pages thereof, each as debtor
and debtor-in-possession (each such subsidiary, Vencor and Vencor Opco
individually referred to herein as a "Borrower" and, collectively, on a joint
and several basis, as the "Borrowers"); the Lenders listed on the signature
pages thereof; and Xxxxxx Guaranty Trust Company of New York, as arranger,
collateral agent and administrative agent (in such capacity, "Administrative
Agent") for the Lenders, and as an issuing bank for Letters of Credit
thereunder. Capitalized terms used herein without definition herein shall have
the meanings assigned to such terms in the DIP Credit Agreement.
The Borrowers have requested that Lenders (i) extend the termination
date of the Commitments, (ii) extend the deadline for filing a plan of
reorganization acceptable to the Required Lenders in the Chapter 11 Cases, (iii)
enter into a collateral account agreement with PNCBank, National Association, in
connection with the Borrower's cash management system, (iv) amend certain
financial covenants, (v) consent to the Cash Plan Supplement (as defined below),
and (vi) make certain other amendments to the DIP Credit Agreement, in each case
as more fully set forth below. Accordingly, Borrowers and the undersigned
Lenders hereby agree as follows:
1. The definition of "Borrowing Base" in Section 1.01 of the DIP
Credit Agreement is hereby amended by adding at the end of the table contained
therein the additional row as follows:
February 2001 $47,793,095
March 2001 $47,793,095
2. The definition of "Stated Maturity Date" in Section 1.01 of the
DIP Credit Agreement is hereby amended by deleting the reference to "January
31, 2001" contained therein and substituting therefor "March 31, 2001".
3. Section 2.05(a) of the DIP Credit Agreement is hereby amended by
deleting the reference to "November 30, 2000" contained therein and
substituting therefor "January 31, 2001".
4. Section 5.01(b) of the DIP Credit Agreement is hereby amended by
adding at the end of the table contained therein the additional row as follows:
February 2001 March 31, 2001
March 2001 April 30, 2001
5. Section 5.10 of the DIP Credit Agreement is hereby amended by
deleting the reference to "January 31, 2001" contained therein and substituting
therefor "March 31, 2001".
6. Section 6.01 of the DIP Credit Agreement is hereby amended by
adding at the end of the table contained therein the additional rows as follows:
February 2001 $363,000,000
March 2001 $396,000,000
7. Section 6.03 of the DIP Credit Agreement is hereby amended by
adding at the end of the table contained therein the additional rows as follows:
February 2001 2,575
March 2001 2,575
8. Section 6.06 of the DIP Credit Agreement is hereby amended by:
(a) deleting the reference to "$85,000,000" in the row corresponding
to January 2001, and substituting therefor "$90,000,000"; and
(b) adding at the end of the table contained therein the additional
rows as follows
February 2001 $ 97,000,000
March 2001 $110,000,000
9. Section 7.02 of the DIP Credit Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (c) contained therein, (ii)
deleting the "." at the end
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of clause (d) contained therein, (iii) inserting "; and" at the end of clause
(d) contained therein, and (iv) adding a new clause (e) as follows:
"(e) Liens created in favor of PNCBank, National Association,
pursuant to a collateral account agreement by and among Vencor, PNCBank,
National Association, and the Collateral Agent, securing amounts not to exceed
$6,000,000, pursuant to documentation in form and substance reasonably
satisfactory to the parties thereto."
10. In connection with the Thirteenth Amendment and Consent to
Debtor-In-Possession Credit Agreement dated October 23, 2000 (the "Thirteenth
Amendment"), the Lenders party to the Thirteenth Amendment consented to the Cash
Plan Supplement attached thereto (the "Thirteenth Amendment Cash Plan
Supplement"). Each of the undersigned Lenders hereby agrees that,
notwithstanding anything to the contrary contained in the Thirteenth Amendment
Cash Plan Supplement, the Permitted Variance provided for therein shall not
exceed $23,000,000 at any time during January 2001.
11. The Borrowers have also submitted to Lenders an amendment and
supplement to the Cash Plan, attached hereto as Annex A (the "Cash Plan
-------
Supplement"), setting forth, for February 2001 and March 2001, a consolidated
cash forecast for the Borrowers. Each of the undersigned Lenders hereby (i)
acknowledges that the substance of the Cash Plan Supplement is satisfactory to
such Lender, and (ii) consents to supplementing the Cash Plan with the forecast
for February 2001 and March 2001 contained in the Cash Plan Supplement.
12. The Required Lenders hereby confirm that the plan of
reorganization filed with the Court by the Borrowers on December 14, 2000 (the
"Fourth Amended Plan of Reorganization") does not cause the Commitment
Termination Date to occur. This confirmation is limited precisely as written and
relates solely to the Fourth Amended Plan of Reorganization, and nothing in this
Sixteenth Amendment (as defined below) shall be deemed to constitute a waiver of
compliance by the Borrowers with respect to Section 5.10 of the DIP Credit
Agreement in any other instance, or any other term, provision or condition of
the DIP Credit Agreement or any other instrument or agreement referred to
therein.
On and after the Sixteenth Amendment Effective Date (as defined
below), each reference in the DIP Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import referring to the DIP
Credit Agreement, and each reference in the other Financing Documents to the
"DIP Credit Agreement", "thereunder", "thereof" or words of like import
referring to the DIP Credit Agreement, shall mean and be a reference to the DIP
Credit Agreement as amended by this Sixteenth Amendment and Consent to Debtor-
In-Possession Credit Agreement (this "Sixteenth Amendment"; the DIP Credit
Agreement, as so amended, being the "Amended Agreement").
Without limiting the generality of the provisions of Section 11.05 of
the DIP Credit Agreement, the amendments and the consent set forth in the
paragraphs above shall be limited precisely as written, and nothing in this
Sixteenth Amendment shall be deemed to (a) constitute a consent to any other
supplement to the Cash Plan or any other document, transaction, occurrence,
event or condition under Section 5.01(m) of the DIP Credit Agreement or any
other term, provision or condition of the DIP Credit Agreement or any of such
other
3
Financing Documents, or (b) prejudice any right or remedy that the
Administrative Agent or any Lender may now have or may have in the future under
or in connection with the DIP Credit Agreement or any of such other Financing
Documents. Except as specifically amended by this Sixteenth Amendment, the DIP
Credit Agreement and such other Financing Documents shall remain in full force
and effect and are hereby ratified and confirmed.
In order to induce Lenders to enter into this Sixteenth Amendment,
each Borrower, by its execution of a counterpart of this Sixteenth Amendment,
represents and warrants that (a) such Borrower has the corporate or other power
and authority and all material Governmental Approvals required to enter into
this Sixteenth Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Amended Agreement, (b) the execution and
delivery of this Sixteenth Amendment and the performance of the Amended
Agreement have been duly authorized by all necessary corporate or other action
on the part of such Borrower, (c) the execution and delivery by such Borrower of
this Sixteenth Amendment and the performance by such Borrower of the Amended
Agreement do not and will not contravene, or constitute a default under, any
Applicable Laws (including an applicable order of the Court) or any provision of
its Organizational Documents, or of any agreement or other instrument binding
upon it or result in or require the imposition of any Liens (other than the
Liens created by the Collateral Documents) on any of its assets, (d) the
execution and delivery by such Borrower of this Sixteenth Amendment and the
performance by such Borrower of the Amended Agreement do not and will not
require any action by or in respect of, or filing with, any governmental body,
agency or official (except for the Court and such as shall have been made at or
before the time required and shall be in full force and effect on and after the
date when made), (e) this Sixteenth Amendment and the Amended Agreement have
been duly executed and delivered by such Borrower and constitute the valid and
binding obligations of such Borrower, enforceable in accordance with their
respective terms, except as may be limited by general principles of equity, (f)
for purposes of the Borrowing Order notice of this Sixteenth Amendment has been
given to and received by counsel to the Committee (as defined in the Borrowing
Order), and (g) after giving effect to this Sixteenth Amendment, no event has
occurred and is continuing or will result from the consummation of the
transactions contemplated by this Sixteenth Amendment that would constitute a
Default.
This Sixteenth Amendment 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 Sixteenth
Amendment shall become effective (the date of such effectiveness being the
"Sixteenth Amendment Effective Date") upon the earliest date on or prior to
January 19, 2001, that (a) the Borrowers and Lenders shall have executed
counterparts of this Sixteenth Amendment and the Borrowers and the
Administrative Agent shall have received written or telephonic notification of
such execution and authorization of delivery thereof; (b) the Administrative
Agent shall have received evidence satisfactory to it that all outstanding
statements of O'Melveny & Xxxxx LLP, Xxxxx Xxxx & Xxxxxxxx and Xxxxxxxx & Xxxxx
that are received by Vencor prior to 12:00 Noon (New York City time) on January
17, 2001, have been paid in full, (c) the Administrative Agent shall have
received from the Borrowers an amendment fee in the aggregate amount of $100,000
for ratable distribution to each Lender that has executed and delivered this
Sixteenth Amendment on or prior to January 19, 2001, according to the ratio of
(x) the Commitment of such executing Lender to (y) the aggregate Commitments of
all such
4
executing Lenders, and (d) the Court shall have approved both the terms of this
Sixteenth Amendment in their entirety and payment of such $100,000 amendment
fee.
THIS SIXTEENTH AMENDMENT 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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BORROWERS:
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.
Helian Health Group, Inc.
Helian Recovery Corporation
Homestead Health Center, Inc.
Horizon Healthcare Services, Inc.
S-1
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.
THC-Seattle, Inc.
TheraTx Healthcare Management, Inc.
TheraTx Health Services, Inc.
TheraTx Management Services, Inc.
TheraTx Medical Supplies, Inc.
S-2
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.
Vencor Pediatric Care, Inc.
S-3
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-4
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-5
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-6
AGENTS AND LENDERS:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Arranger,
Collateral Agent and Administrative Agent and as a
Lender
By: _________________________________________________
Name:
Title:
S-7
ABLECO FINANCE LLC, as a Lender
By: _________________________________________________
Name:
Title:
S-8
APPALOOSA INVESTMENT LIMITED
PARTNERSHIP I, as a Lender
By: _________________________________________________
Name:
Title:
S-9
BANKERS TRUST COMPANY, as a Lender
By: _________________________________________________
Name:
Title:
S-10
XXXXXXX SACHS CREDIT PARTNERS L.P., as a Lender
By: _________________________________________________
Name:
Title:
S-11
XXX XXXXXX PRIME RATE INCOME TRUST, as a Lender
By: XXX XXXXXX INVESTMENT ADVISORY CORP.
By: ______________________________
Name:
Title:
XXX XXXXXX SENIOR FLOATING RATE FUND, as a Lender
By: XXX XXXXXX INVESTMENT ADVISORY CORP.
By: ______________________________
Name:
Title:
XXX XXXXXX SENIOR INCOME TRUST, as a Lender
By: XXX XXXXXX INVESTMENT ADVISORY CORP.
By: ______________________________
Name:
Title:
S-12
FRANKLIN MUTUAL ADVISERS LLC, as a Lender
By: _________________________________________________
Name:
Title:
S-13
FRANKLIN FLOATING RATE TRUST, as a Lender
By: _________________________________________________
Name:
Title:
S-14
FOOTHILL CAPITAL CORPORATION, as a Lender
By: _________________________________________________
Name:
Title:
S-15
FOOTHILL INCOME TRUST II, L.P., as a Lender
By: FIT II GP, LLC, its general partner
By: ___________________________________________
Name:
Title:
S-16
ACKNOWLEDGEMENT AND CONSENT OF SUBSIDIARY GUARANTOR
By its execution of a counterpart of this Sixteenth Amendment, the
undersigned, as a Subsidiary Guarantor under that certain Guaranty Agreement
dated as of September 13, 1999 (the "Guaranty") for the benefit of Lenders, and
as an Original Lien Grantor under that certain Security Agreement dated as of
September 13, 1999 (the "Security Agreement") between the undersigned, the
Borrowers and Collateral Agent, as Secured Party, hereby acknowledges that it
has read this Sixteenth Amendment and consents to the terms thereof and further
hereby confirms and agrees that, notwithstanding the effectiveness of this
Sixteenth Amendment, the obligations of the undersigned under the Guaranty and
the Security Agreement shall not be impaired or affected and each of the
Guaranty and the Security Agreement is, and shall continue to be, in full force
and effect and is hereby confirmed and ratified in all respects.
CARIBBEAN BEHAVIORAL HEALTH
SYSTEMS, INC.
By: _________________________
Name:
Title:
S-17
ANNEX A
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S-18
Annex A
Vencor, Inc.
Cash Plan
Period: Weeks Beginning February 1, 2001 to March 26, 2001
Prepared: December 28, 2000
(in millions)
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CASH FLOW FORECAST: (Prepared by Company on December 28, 2000)
Week Beginning: 2/1/01 2/5/01 2/12/01 2/19/01 2/26/01 3/5/01 3/12/01 3/19/01 3/26/01
------- ------- ------- -------- -------- -------- -------- -------- -------
Projected Receipts:
Facility Receipts $ 13.4 $ 34.0 $ 41.5 $ 38.5 $ 34.6 $ 34.0 $ 43.1 $ 35.4 $ 27.5
Agency Receipts 7.0 13.4 17.9 15.8 17.1 12.7 16.8 15.1 13.2
PIP Receipts 11.9 - 11.9 - 11.9 - 11.9 - 11.9
Misc Receipts - - - - - - - - -
------- ------- ------- ------- ------- ------- ------- ------- ------
Subtotal Receipts $ 32.3 $ 47.4 $ 71.3 $ 54.3 $ 63.6 $ 46.7 $ 71.8 $ 50.5 $ 52.6
Projected Disbursements:
Accounts Payable $ (12.6) $ (29.5) $ (27.5) $ (22.1) $ (26.5) $ (27.8) $ (25.7) $ (20.3) $(20.3)
Ventas - (15.2) - - - (15.2) - - -
Scheduled Medicare Payments - - - - - - - - -
Payroll (6.9) (20.6) (27.5) (16.3) (21.4) (21.8) (29.4) (19.0) (18.0)
Taxes (3.9) (6.2) (10.1) (5.9) (10.1) (7.3) (9.9) (5.7) (9.9)
VEBA Funding - (1.1) - (1.1) (1.1) (1.1) - (1.1) (1.1)
Vendor Deposits - (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2) (2.2)
Executive Retention - - - - - - - - -
Restructuring Costs (1.0) - - - (2.1) - - - (0.1)
------- ------- ------- ------- ------- ------- ------- ------- ------
Subtotal Uses of Cash $ (24.4) $ (74.8) $ (67.3) $ (47.6) $ (63.4) $ (75.4) $ (67.2) $ (48.3) $(51.6)
------- ------- ------- ------- ------- ------- ------- ------- ------
Daily Cash Flow before Next Day
Funding Requirements $ 7.9 $ (27.4) $ 4.0 $ 6.7 $ 0.2 $ (28.7) $ 4.6 $ 2.2 $ 1.0
Reduce (Borrow) Next Day Funding Requirement - - - - - - - - -
------- ------- ------- ------- ------- ------- ------- ------- ------
Subtotal Net Sources (Uses) of Cash $ 7.9 $ (27.4) $ 4.0 $ 6.7 $ 0.2 $ (28.7) $ 4.6 $ 2.2 $ 1.0
------- ------- ------- ------- ------- ------- ------- ------- ------
Forecasted Revolver (Borrowing) Repayment $ 7.9 $ (27.4) $ 4.0 $ 6.7 $ 0.2 $ (28.7) $ 4.6 $ 2.2 $ 1.0
Beginning Revolver $ - $ - $ - $ - $ - $ - $ - $ - $ -
Activity - - - - - - - - -
------- ------- ------- ------- ------- ------- ------- ------- ------
Ending Revolver $ - $ - $ - $ - $ - $ - $ - $ - $ -
======= ======= ======= ======= ======= ======= ======= ======= ======
Beginning Cash $ 186.8 $ 194.7 $ 167.3 $ 171.3 $ 178.0 $ 178.2 $ 149.5 $ 154.1 $156.3
Net Change in Cash 7.9 (27.4) 4.0 6.7 0.2 (28.7) 4.6 2.2 1.0
------- ------- ------- ------- ------- ------- ------- ------- ------
Ending Cash $ 194.7 $ 167.3 $ 171.3 $ 178.0 $ 178.2 $ 149.5 $ 154.1 $ 156.3 $157.3
======= ======= ======= ======= ======= ======= ======= ======= ======
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COVENANT COMPUTATION:
Cumulative Net Cash Flow $ 7.9 $ (19.5) $ (15.5) $ (8.8) $ (8.6) $ (37.3) $ (32.7) $ (30.5) $(29.5)
Permitted Variance (1) (18.0) (18.0) (18.0) (18.0) 18.0) (18.0) (18.0) (18.0) (18.0)
------- ------- ------- ------- ------- ------- ------- ------- ------
Compliance with Cash Plan $ (10.1) $ (37.5) $ (33.5) $ (26.8) $ (26.6) $ (55.3) $ (50.7) $ (48.5) $(47.5)
======= ======= ======= ======= ======= ======= ======= ======= ======
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(1) The Borrower is allowed to disburse up to $26 million above the permitted
variance if, and only if, such disbursements are required to be made to
repay obligations owing to Medicare of its agents.
