Exhibit 10.1
STAR MULTI CARE SERVICES, INC.
33 XXXX XXXXXXX XXXX, XXXXX 000
XXXXXXXXXX XXXXXXX, XXX XXXX 00000
TELEPHONE: 000-000-0000 * FACSIMILE: 000-000-0000
December 30, 2002
Xxxxxx Healthcare Finance, Inc.
Xxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000
Attention: Mr. Xxxxx Xxxxx
Re: Loan and Security Agreement by and among Xxxxxx Healthcare Finance,
Inc. ("Lender") and Star Multi Care Services, Inc., Amserv Health Care
of Ohio, Inc., Amserv Health Care of New Jersey, Inc. and EFCC
Acquisition Corp. ("Borrower") dated as of August 31, 2001 (as amended
from time to time, the "Loan Agreement")
Ladies and Gentlemen:
Reference is made to the Loan Agreement. All capitalized terms used but not
defined in this Letter Agreement shall have the respective meanings given them
in the Loan Agreement.
Borrower has requested that Lender agree to make periodic advances of Loan
proceeds (i.e., the "Overline Advances"), the aggregate of which will exceed the
principal amount currently permitted by the Loan Agreement to be advanced
against the Borrowing Base. Lender has agreed to make such Overline Advances
provided that Borrower agrees to the terms and conditions set forth below.
Lender and Borrower hereby agree to the following terms regarding the
Overline Advances:
1. The outstanding Overline Advances (the "Overline Loan") shall not exceed
at any time an aggregate maximum principal amount of One Hundred Seventy Six
Thousand and No/100 Dollars ($176,000.00).
2. Except as expressly modified by the terms of this Letter Agreement, the
Overline Loan will be treated for all purposes as a Revolving Credit Loan under
the Loan Agreement, and all principal, interest, fees and other costs and
expenses relating to the Overline Loan (the "Overline Obligations") shall be
treated as additional Obligations under the Loan Agreement and the other Loan
Documents. The Maximum Loan Amount under the Loan Agreement shall be inclusive
of the Overline Loan.
3. The Overline Loan shall continue to bear interest at the Base Rate as
specified in Loan Agreement. The Overline Loan shall be reduced monthly, on or
before the final day of each calendar month commencing with January 31, 2003, by
an amount equal to Fourteen Thousand Six Hundred Sixty Six and 67/100 Dollars
($14,666.67); provided, however, that, in any event, the Overline Obligations
shall be repaid in full by no later than December 31, 2003 (the "Overline
Maturity Date"). The failure to make any of the foregoing reductions of the
Overline Loan or the failure to make such repayment on or before the Overline
Maturity Date shall constitute an immediate Event of Default under the Loan
Agreement. Upon the occurrence of such an Event of Default, Lender shall be
entitled to apply amounts transferred to the Concentration Account pursuant to
Section 2.3 of the Loan Agreement in satisfaction of Borrower's Overline
Obligations.
4. Borrower shall pay to Lender a fee (the "Overline Fee") equal to ten
percent (10%) of the maximum amount of the Overline Loan advanced to Borrower
throughout the term of the Overline Loan, which amount shall not exceed
Seventeen Thousand Six Hundred Dollars ($17,600.00).
5. The entire amount of the Overline Obligations shall be secured by
Unconditional Guaranties of Payment and Performance (i) by Xxxxxxx Xxxxxxxxx, an
individual, and (ii) by Xxxxxxxxx Enterprises, LLC ("LLC Guarantor") in favor of
Lender (the "LLC Guaranty"), which LLC Guaranty is further secured by a pledge
and assignment of all of LLC Guarantor's right, title and interest in and to all
of the shares owned by Guarantor in the 494 Ocean Harbor View Apartment Corp.,
as evidenced by Stock Certificates Nos. 82, 83, 85 and 86, representing 1,380
shares in 494 Ocean Harbor View Apartment Corp. and an assignment of certain
proprietary leases (collectively, the "Assignment"). The Assignment granted by
LLC Guarantor to Lender shall be free and clear of any other of any other person
or entity, except for the rights provided in the governing documents of 494
Ocean Harbor View Apartment Corp. All of the documents relating to the guaranty
and security agreements described herein shall be in form and substance
satisfactory to Lender. In addition to the Assignment, Borrower and LLC
Guarantor shall deliver to Lender a legal opinion in form and substance
acceptable to Lender addressing, among other things, the enforceability and
legality of this Letter Agreement, the LLC Guaranty and the Assignment.
6. Except as specifically modified by this Letter Agreement, the Loan
Agreement and all other Loan Documents shall remain in full force and effect,
and are hereby ratified and confirmed.
7. Borrower shall be responsible for the costs and expenses incurred by
Lender in connection with this Letter Agreement and the Assignment, including
the reasonable fees and expenses of Lender's in-house counsel.
8. This Letter Agreement shall be governed by and construed in accordance
with the laws of the State of Maryland.
9. The execution, delivery and effectiveness of this Letter Agreement shall
not, except as expressly provided in this Letter Agreement, operate as a waiver
of any right, power or remedy of Lender, nor constitute a waiver of any
provision of the Loan Agreement, or any other documents, instruments and
agreements executed or delivered in connection with the Loan Agreement.
10. This Letter Agreement may be executed in any number of counterparts,
including by facsimile signature, each of which shall be deemed an original, but
all of which together shall constitute but one instrument.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
If these conditions are acceptable to Lender, please so signify by signing
below where indicated.
Very truly yours,
STAR MULTI CARE SERVICES, INC.
By: ______________________________
Name:
Title:
AMSERV HEALTH CARE OF OHIO, INC.
By: ______________________________
Name:
Title:
AMSERV HEALTH CARE OF NEW JERSEY, INC.
By: ______________________________
Name:
Title:
EFCC ACQUISITION CORP.
By: ______________________________
Name:
Title:
THE FOREGOING IS ACKNOWLEDGED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE.
XXXXXX HEALTHCARE FINANCE, INC.
By: ______________________________
Name:
Title:
