Exhibit 4.03(d)
AMENDMENT NO. 2
TO
LOAN AND SECURITY AGREEMENT
DATED DECEMBER 15, 2000, AS AMENDED
AMONG
OCCUPATIONAL HEALTH + REHABILITATION INC
CM OCCUPATIONAL HEALTH, LIMITED LIABILITY COMPANY
OHR-SSM, LLC
OCCUPATIONAL HEALTH PHYSICIANS OF NEW JERSEY, P.A.
AND
DVI BUSINESS CREDIT CORPORATION
This Amendment No. 2 ("Amendment") to the Loan and Security Agreement is
made and entered into effective as of March 18, 2003, by and among Occupational
Health + Rehabilitation Inc, a Delaware corporation; CM Occupational Health,
Limited Liability Company, a Maine limited liability company; OHR-SSM, LLC, a
Missouri limited liability company; and Occupational Health Physicians of New
Jersey, P.A., a New Jersey professional service corporation (collectively
referred to as "Borrowers" and individually as "Borrower") and DVI Business
Credit Corporation ("Lender").
RECITALS
A. Borrowers and Lender entered into that certain Loan and Security
Agreement dated December 15, 2000, and all amendments thereto
(collectively referred to as the "Agreement") pursuant to which
Borrowers obtained a revolving credit line facility from Lender.
B. Borrowers and Lender desire to amend certain terms of the
Agreement on and subject to the terms of this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are being acknowledged and affirmed, the parties hereto
agree as follows:
1. Amendments.
(a) The first sentence in Section 2.8 of the Agreement is hereby
amended in its entirety to read as follows: "The term of this
Agreement is for the period from the Effective Date through March 31,
2004 ("Initial Term") and is non-cancelable."
b) Section 9.20 Financial Covenants (a) shall be amended in its
entirety to read as follows: "(a) OHR, on a consolidated basis, shall
maintain the following financial covenants, measured in accordance
with GAAP: (i) minimum Tangible Net Worth of no less than: (A)
$2,500,000 at March 31, 2003 and at the end of each calendar quarter
through March 31, 2004; (B) in the event the Loan is renewed in
accordance with the terms set forth in the Agreement, $2,500,000 at
June 30, 2004 and at the end of each calendar quarter through
September 30, 2004, and $3,000,000 at December 31, 2004 and at the end
of each calendar quarter through the remainder of the term, (ii)
Maximum Leverage Coverage Ratio of 5.0 to 1.0, and (iii) Fixed Charge
Coverage of not less than 1.25 to 1.0."
2. Conditions to Closing. As of the execution date of this Amendment,
Borrower will have delivered to Lender the following, in form and content
satisfactory to Lender:
(a) Amended and Restated Secured Promissory Note;
(b) Secretary Certificates for all Borrowers;
(c) Such other and further documents and instruments as Lender
may request to implement the provisions of this Amendment
and the Agreement and to perfect and protect the Liens and
security interests created by the Loan Documents.
3. No Waiver or Delay. Lender is entering into this Amendment without
any forbearance, and without waiver or prejudice of defaults, events of
default, and any rights or remedies Lender has or may have under the
Agreement and applicable law. Accept as otherwise agreed to in writing,
Lender hereby expressly reserves the right to declare a default in
accordance with the Agreement and exercise all of Lender's rights and
remedies thereunder.
4. Miscellaneous. All capitalized terms used herein and not otherwise
defined herein shall have the same meaning as in the Agreement. Any
provision in this Amendment that may be contrary to any provision of the
Agreement shall prevail and override the Agreement. Except as expressly set
forth herein, all other provisions of the Agreement shall remain in full
force and effect. Each Borrower and Lender warrant to each other that this
Amendment has been authorized and duly executed and is binding on all
parties hereto as of the date first above written.
IN WITNESS WHEREOF, Borrowers and Lender have executed this Amendment by
their duly authorized officers intending to be legally bound effective as of the
date first above written.
LENDER:
DVI BUSINESS CREDIT CORPORATION
By: /s/ Xxxxxx X. Xxxxx, Xx.
----------------------------------
Print Name: Xxxxxx X. Xxxxx, Xx.
Title: Executive Vice President &
Chief Operating Officer
BORROWER: BORROWER:
OCCUPATIONAL HEALTH + REHABILITATION INC, OCCUPATIONAL HEALTH PHYSICIANS OF
A DELAWARE CORPORATION NEW JERSEY, P.A., A NEW JERSEY
PROFESSIONAL SERVICE CORPORATION
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
----------------------------------- ---------------------------------
Print Name: Xxxxx X. Xxxx Print Name: Xxxxx X. Xxxx
Title: CFO Title: Vice President
BORROWER: BORROWER:
CM OCCUPATIONAL HEALTH, LIMITED OHR-SSM, LLC, A MISSOURI LIMITED
LIABILITY COMPANY, A MAINE LIMITED LIABILITY COMPANY
LIABILITY COMPANY
By: Occupational Health + By: Occupational Health +
Rehabilitation Inc, Rehabilitation Inc,
A Delaware Corporation, A Delaware Corporation,
Its Member and Manager its Member and Manager
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
-------------------------------- ------------------------------------
Print Name: Xxxxx X. Xxxx Print Name: Xxxxx X. Xxxx
Title: CFO Title: CFO
GUARANTOR ACKNOWLEDGEMENT:
The undersigned acknowledges that Lender has no obligation to provide it with
notice of, or to obtain its consent to, the terms of the foregoing Amendment to
the Agreement. The undersigned nevertheless acknowledges and agrees to the
terms and conditions of this Amendment and acknowledges as of March 18, 2003
that its Guaranty remains fully valid, binding and enforceable against it in
accordance with its terms.
GUARANTOR: GUARANTOR:
SPORTS MEDICINE SYSTEMS PHYSICAL OCCUPATIONAL HEALTH PHYSICIAN OF
THERAPY, INC. NEW YORK, P.C.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------- -----------------------------------
Print Name: Xxxxxxx X. Xxxxx Print Name: Xxxxxxx X. Xxxxxxxxx, MD
Title: President Title: President
GUARANTOR: GUARANTOR:
OCUPATIONAL HEALTH PHYSICIANS, INC. OHP-VT, INC.
By: /s/ Xxxx Xxxxxxxx By: /s/ William Mercia
------------------------------ ---------------------------------
Print Name: Xxxx Xxxxxxxx Print Name: William Mercia, MD
Title: President Title: Secretary
