WITNESSETH :
1
EXHIBIT 10.69
[EXECUTION COPY]
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT dated as of February 12, 1996 among XXXXXXX HEALTH &
REHABILITATION SERVICES, INC., a California corporation (the "Borrower"),
XXXXXXX ENTERPRISES, INC., a Delaware corporation (the "Guarantor"), the BANKS
listed on the signature pages hereof (the "Banks") and XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as Agent and Issuing Bank.
WITNESSETH :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of November 1, 1994 (as amended, the "Credit Agreement");
and
WHEREAS, the parties hereto desire to amend the Credit Agreement as
hereinafter provided;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
shall have the meaning assigned to such term in the Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall from and after the date
hereof refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment of Section 5.13(a) of the Credit Agreement.
Section 5.13(a) of the Credit Agreement is hereby amended by restating clause
(xv) in its entirety as follows:
"(xv) Debt in respect of the Guarantor's $180,000,000 Senior Notes
due 2006 issued in the first quarter of 1996; provided that not less than
$170,000,000 of the proceeds of such Debt are used to repay (or reimburse
the Borrower for repaying after the date hereof) Term Loans, Revolving
Loans and Debt
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permitted under clause (viii) of this subsection (a) with respect to the
LTCB Financing Documents and the Nippon Financing Documents; and".
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts; Effectiveness. This Amendment may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective as of the date hereof when
the Agent shall have received duly executed counterparts hereof signed by the
Borrower, the Guarantor and the Required Banks (or, in the case of any party as
to which an executed counterpart shall not have been received, the Agent shall
have received telegraphic, telex or other written confirmation from such party
of execution of a counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
THE BORROWER
XXXXXXX HEALTH & REHABILITATION
SERVICES, INC.
By
Title:
THE GUARANTOR
XXXXXXX ENTERPRISES, INC.
By
Title:
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XXXXX
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By
Title:
CHEMICAL BANK
By
Title:
THE BANK OF NEW YORK
By
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.,
LOS ANGELES AGENCY
By
Title:
3
4
NATIONSBANK OF TEXAS, N.A.
By
Title: Vice President
Xxxxxxx X. Xxxxx
PNC BANK, NATIONAL ASSOCIATION
By
Title:
BANK OF AMERICA
By
Title:
BANK OF MONTREAL
By
Title:
THE BANK OF NOVA SCOTIA
By
Title:
4
5
BHF-BANK AKTIENGESELLSCHAFT
By
Title:
THE NIPPON CREDIT BANK, LTD.
By
Title:
BANK OF HAWAII
By
Title:
AGENT AND ISSUING BANK
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK,
as Agent and Issuing
Bank
By
Title:
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