Exhibit 10.1
FIRST AMENDMENT TO
CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT ("Amendment") is dated as of
August 1, 1997, by and among Harborside Healthcare Corporation ("HHC"), and the
other entities listed on SCHEDULE I hereto, as joint and several borrowers (each
a "BORROWER" and collectively the "BORROWERS"), the LENDERS party hereto
("Lenders"), and THE CHASE MANHATTAN BANK, as Administrative Agent for the
lenders party hereto and any successors or assigns (the "Agent"), and amends the
Credit Agreement entered into as of April 14, 1997 (the "Credit Agreement"), by
and among the Borrowers, the Agent and the Lenders. The capitalized terms which
are not defined in this Amendment shall have their respective meanings specified
in the Credit Agreement.
WHEREAS, the Borrowers, the Agent and the Lenders desire to amend the
Credit Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereby amend the Credit Agreement as follows:
Section 1. SCHEDULE I; ADDITIONAL BORROWER. SCHEDULE I attached to the
Credit Agreement is hereby amended by deleting such SCHEDULE I in its entirety
and substituting therefor the SCHEDULE I attached to this Amendment. As a result
of such change, effective the date of this Amendment, Harborside Properties
Trust I ("HPT") and Harborside Massachusetts Limited Partnership ("HM") shall
become additional Borrowers under the Credit Agreement and shall become bound by
this Amendment, the Credit Agreement and all other documents executed in
connection therewith as if it were a signatory to such documents.
Section 2. EFFECTIVENESS; CONDITION TO EFFECTIVENESS. This Amendment shall
become effective as of the date first set forth above, upon execution hereof by
the Borrowers, the Agent and the Lenders and satisfaction of the following
condition:
(a) SECURITY AGREEMENT. The Borrowers shall have delivered to the Agent
the First Amendment to the Security Agreement dated as of the date hereof
executed by certain of the Borrowers in favor of the Agent.
(b) NOTE PLEDGE AGREEMENT. HPT shall have delivered to the Agent the Note
Pledge Agreement dated as of the date hereof executed by HPT in favor of
the Agent.
(c) FINANCING STATEMENTS. HPT and HM shall have delivered to the Agent
financing statements pursuant to the First Amendment to the Security
Agreement.
(d) PLEDGE. Certain of the Borrowers shall have delivered to the Agent
that certain letter agreement, substantially in the form of EXHIBIT A
attached hereto, pledging the shares of HPT and HM pursuant to the terms
of that certain Pledge Agreement dated as of April 14, 1997 executed by
certain of the Borrowers in favor of the Agent.
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Section 3. REPRESENTATIONS AND WARRANTIES. The Borrowers hereby confirm to
the Agent the representations and warranties of the Borrowers set forth in
Article III of the Credit Agreement as of the date hereof, as if set forth
herein in full.
Section 4. NO DEFAULT. The Borrowers hereby acknowledge that no Default
or Event of Default has occurred under the Credit Agreement.
Section 5. NO OTHER CHANGES. Except as amended by this Amendment, the
Credit Agreement remains in full force and effect.
Section 6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts each of which shall be an original with the same effect as if all
of the signatures to this Amendment were upon the same instrument.
Section 7. MISCELLANEOUS. This Amendment shall be governed by and
construed and enforced under the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
HARBORSIDE HEALTHCARE CORPORATION
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and
Chief Financial Officer
BAY TREE NURSING CENTER CORP.
BELMONT NURSING CENTER CORP.
COUNTRYSIDE CARE CENTER CORP.
HARBORSIDE HEALTH I CORPORATION
HARBORSIDE TOLEDO CORP.
KHI CORPORATION
OAKHURST MANOR NURSING CENTER CORP.
ORCHARD RIDGE NURSING CENTER CORP.
SUNSET POINT NURSING CENTER CORP.
WEST BAY NURSING CENTER CORP.
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
HARBORSIDE OF CLEVELAND LIMITED
PARTNERSHIP
By: Harborside Health I Corporation
Its General Partner
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
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HARBORSIDE HEALTHCARE ADVISORS
LIMITED PARTNERSHIP
By: KHI Corporation
Its General Partner
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
HARBORSIDE HEALTHCARE BALTIMORE
LIMITED PARTNERSHIP
By: Harborside Health I Corporation
Its General Partner
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
HARBORSIDE HEALTHCARE LIMITED
PARTNERSHIP
By: KHI Corp.
Its General Partner
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
HARBORSIDE HEALTHCARE NETWORK
LIMITED PARTNERSHIP
By: Harborside Health I Corporation
Its General Partner
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
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HARBORSIDE NEW HAMPSHIRE LIMITED
PARTNERSHIP
By: Harborside Toledo Corp.
Its General Partner
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
HARBORSIDE OF OHIO LIMITED PARTNERSHIP
By: Harborside Health I Corporation
Its General Partner
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
HARBORSIDE REHABILITATION LIMITED
PARTNERSHIP
By: Harborside Health I Corporation
Its General Partner
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
HARBORSIDE TOLEDO LIMITED PARTNERSHIP
By: Harborside Health I Corporation
Its General Partner
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
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HHCI LIMITED PARTNERSHIP
By: Harborside Health I Corporation
Its General Partner
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
RIVERSIDE RETIREMENT LIMITED
PARTNERSHIP
By: Harborside Health I Corporation
Its General Partner
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
HARBORSIDE PROPERTIES TRUST I
By
-----------------------------------
Name: Xxxxxxx Xxxxxxxx, in his
capacity as trustee and not
individually
By
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx, in his
capacity as trustee and not
individually
HARBORSIDE MASSACHUSETTS LIMITED
PARTNERSHIP
By: Harborside Health I Corporation
Its General Partner
By
-----------------------------------
Name:
Title:
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THE CHASE MANHATTAN BANK, individually
and as Agent
By
-----------------------------------
Name:
Title:
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SCHEDULE I
BORROWERS:
Bay Tree Nursing Center Corp.
Belmont Nursing Center Corp.
Countryside Care Center Corp.
Harborside of Cleveland Limited Partnership
Harborside Health I Corporation
Harborside Healthcare Advisors Limited Partnership
Harborside Healthcare Baltimore Limited Partnership
Harborside Healthcare Corporation
Harborside Healthcare Limited Partnership
Harborside Healthcare Network Limited Partnership
Harborside New Hampshire Limited Partnership
Harborside of Ohio Limited Partnership
Harborside Rehabilitation Limited Partnership
Harborside Toledo Limited Partnership
Harborside Toledo Corp.
HHCI Limited Partnership
KHI Corporation
Oakhurst Manor Nursing Center Corp.
Orchard Ridge Nursing Center Corp.
Riverside Retirement Limited Partnership
Sunset Point Nursing Center Corp.
West Bay Nursing Center Corp.
Harborside Properties Trust I
Harborside Massachusetts Limited Partnership
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