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FOURTH AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
FOURTH AMENDMENT, dated as of June 26, 2001 (the "Amendment"),
to the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of January 18, 2000,
among MARINER POST-ACUTE NETWORK, INC., a Delaware corporation (the "Borrower"),
a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, the
Guarantors named therein (the "Guarantors"), THE CHASE MANHATTAN BANK, a New
York banking corporation ("Chase"), each of the other financial institutions
party thereto (together with Chase, the "Banks") and THE CHASE MANHATTAN BANK,
as Agent for the Banks (in such capacity, the "Agent"):
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
are parties to that certain Revolving Credit and Guaranty Agreement, dated as of
January 18, 2000, as amended by the First Amendment to Revolving Credit and
Guaranty Agreement dated as of February 16, 2000, the Second Amendment to
Revolving Credit and Guaranty Agreement dated as of March 20, 2000 and the Third
Amendment to Revolving Credit and Guaranty Agreement dated as of January 11,
2001 (as the same may be further amended, modified or supplemented from time to
time, the "Credit Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested that
from and after the Effective Date (as hereinafter defined) of this Amendment,
the Credit Agreement be amended subject to and upon the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the foregoing premises,
the mutual covenants hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is agreed by the parties as follows:
1. As used herein all terms that are defined in the Credit
Agreement shall have the same meanings herein.
2. Section 1.01 of the Credit Agreement is hereby amended by
inserting the following new definitions in appropriate alphabetical order:
"Fourth Amendment" shall mean the Fourth Amendment to
Revolving Credit and Guaranty Agreement, dated as of June 26,
2001.
"Second Amending Order" shall have the meaning set forth in
paragraph 8 of the Fourth Amendment.
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3. The definition of the term "Maturity Date" set forth in
Section 1.01 of the Credit Agreement is hereby amended in its entirety to read
as follows:
"Maturity Date" shall mean December 31, 2001.
4. Section 6.04 of the Credit Agreement is hereby amended in its
entirety to read as follows:
6.04. CAPITAL EXPENDITURES.
(a) Make Capital Expenditures (other than Special Capital
Expenditures) in excess of (i) $22,000,000 during the Borrower's fiscal
year ending September 30, 2001, and (ii) $6,000,000 during the three
(3)-month period ending December 31, 2001.
(b) Make Special Capital Expenditures in excess of (i)
$5,650,000 during the Borrower's fiscal year ending September 30, 2001,
and (ii) $1,000,000 during the three (3)-month period ending December
31, 2001.
(c) In the case of any Health Care Facility that is
leased from, or subject to a lien in favor of, a Real Estate Financier,
make Capital Expenditures or Special Capital Expenditures other than
for normal routine maintenance or as required to maintain applicable
Health Care Permits.
As used in this section, the following terms shall have the meanings
specified below:
"APS" shall mean American Pharmaceutical Services,
Inc. and its Subsidiaries.
"LTAC's" shall mean the long-term acute care
facilities listed as such on Exhibit A to the Fourth Amendment.
"Omega Facilities" shall mean the facilities listed
as such on Exhibit A to the Fourth Amendment.
"Special Capital Expenditures" shall mean, during any
period, any Capital Expenditures incurred during such period by the
Borrower or any Guarantor relating to the Omega Facilities, the LTAC's
or APS, or in connection with Health Care Facilities identified by the
Borrower in the Three-Year Business Plan to be sold or otherwise
disposed of, or to settlements with creditors approved by
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the Bankruptcy Court, to the extent that the amount of such Capital
Expenditures was not included in the Borrower's Three-Year Business
Plan.
"Three-Year Business Plan" shall mean Borrower's
three-year business plan delivered to the Agent, revised as of May 31,
2000.
5. Section 6.05 of the Credit Agreement is hereby amended by
inserting the following dates and the following amounts at the end of the table
set forth therein:
"September 30, 2001 $51,670,000
October 31, 2001 $58,329,000
November 30, 2001 $64,988,000
December 31, 2001 $71,647,000
6. Section 6.14 of the Credit Agreement is hereby amended by
deleting the dates "June 30, 2001", "July 31, 2001" and "August 31, 2001" and
the percentages set opposite such dates appearing in the table set forth therein
and inserting in lieu thereof the following:
"June 30, 2001 85.2%
July 31, 2001 85.2%
August 31, 2001 85.3%
September 30, 2001 85.3%
October 31, 2001 85.5%
November 30, 2001 85.5%
December 31, 2001 85.5%"
7. Clause (j) of Section 7.01 of the Credit Agreement is hereby
amended by inserting the parenthetical phrase "(other than pursuant to the First
Amending Order and the Second Amending Order)" immediately following the words
"modifying either of the Orders" appearing at the end thereof.
8. Except as set forth in the following sentence, this Amendment
shall not become effective until the date (the "Effective Date") on which (i)
this Amendment shall have been executed by the Borrower, the Guarantors, the
Banks and the Agent, and the Agent shall have received evidence satisfactory to
it of such execution, (ii) the Borrower shall have paid to the Agent, for the
respective account of the Banks, an amendment fee in an aggregate amount equal
to $400,000, and (iii) the Bankruptcy Court shall have entered an order
satisfactory in form and substance to the Agent (the "Second Amending Order")
authorizing the terms of this Amendment (including the payment of the fees
provided for in clause (ii) of this paragraph). Notwithstanding anything to the
contrary set forth in the preceding sentence, the amendment of Section 6.04 of
the Credit Agreement appearing in paragraph 4 above shall become effective on
the date on which the condition set forth in clause (i) of the preceding
sentence shall have been satisfied (except that the word "Banks" in such clause
shall be read as "Required Banks" solely for purposes of this sentence), and
irrespective of whether the conditions described in clauses (ii) and (iii) of
the preceding sentence have been satisfied.
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9. Except to the extent hereby amended, the Credit Agreement and
each of the Loan Documents remain in full force and effect and are hereby
ratified and affirmed.
10. The Borrower agrees that its obligations set forth in Section
10.05 of the Credit Agreement shall extend to the preparation, execution and
delivery of this Amendment, including the reasonable fees and disbursements of
special counsel to the Agent.
11. This Amendment shall be limited precisely as written and shall
not be deemed (a) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein or (b) to prejudice any right
or rights which the Agent or the Banks may now have or have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean the Credit Agreement as modified by this Amendment.
12. This Amendment may be executed in any number of counterparts
and by the different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument.
13. This Amendment shall be governed by, and construed in
accordance with, 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 as of the day and the year first written.
BORROWER:
MARINER POST-ACUTE NETWORK, INC.
By:
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Name:
Title:
GUARANTORS:
AMERICAN MEDICAL INSURANCE
BILLING SERVICES, INC.
AMERICAN PHARMACEUTICAL SERVICES, INC.
AMERICAN REHABILITY SERVICES, INC.
AMERICAN-CAL MEDICAL SERVICES, INC.
AMERRA PROPERTIES, INC.
AMS GREEN TREE, INC.
AMS PROPERTIES, INC.
APS HOLDING COMPANY, INC.
APS PHARMACY MANAGEMENT, INC.
XXXXX CENTER HEALTH & RETIREMENT/
ALLEGHANY, INC.
XXXXX CENTER HEALTH & RETIREMENT/
XXXXXXX, INC.
XXXXX CENTER HEALTH & RETIREMENT/
TAMPA, INC.
XXXXX CENTER HEALTH & RETIREMENT/
XXXXXXX, INC.
XXXXX CENTER MANAGEMENT CORPORATION
XXXXX CENTER NURSING CARE/AUSTELL, INC.
XXXXX CENTER NURSING CARE/FINCASTLE, INC.
XXXXX CENTER NURSING CARE/HICKORY, INC.
XXXXX CENTER OF ASHEBORO, INC.
XXXXX CENTER OF CENTRAL COLUMBIA, INC.
CAMBRIDGE BEDFORD, INC.
CAMBRIDGE EAST, INC.
CAMBRIDGE NORTH, INC.
CAMBRIDGE SOUTH, INC.
CLINTONAIRE NURSING HOME, INC.
CONNERWOOD HEALTHCARE, INC.
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CORNERSTONE HEALTH MANAGEMENT COMPANY
CRESTMONT HEALTH CENTER, INC.
DEVCON HOLDING COMPANY
EH ACQUISITION CORP.
EH ACQUISITION CORP. II
EH ACQUISITION CORP. III
EVERGREEN HEALTHCARE LTD., L.P.
EVERGREEN HEALTHCARE, INC.
FRENCHTOWN NURSING HOME, INC.
GC SERVICES, INC.
GCI BELLA VITA, INC.
GCI CAMELLIA CARE CENTER, INC.
GCI XXXXXX VILLAGE, INC.
GCI EAST VALLEY MEDICAL &
REHABILITATION CENTER, INC.
GCI FAITH NURSING HOME, INC.
GCI HEALTH CARE CENTERS, INC.
GCI XXXXXX ACRES, INC.
GCI PALM COURT, INC.
GCI PRINCE XXXXXX, INC.
GCI REHAB, INC.
GCI SPRINGDALE VILLAGE, INC.
GCI THERAPIES, INC.
GCI VILLAGE GREEN, INC.
GCI-CAL THERAPIES COMPANY
GCI-WISCONSIN PROPERTIES, INC.
GRANCARE HOME HEALTH SERVICES, INC.
GRANCARE OF MICHIGAN, INC.
GRANCARE OF NORTH CAROLINA, INC.
GRANCARE OF NORTHERN CALIFORNIA, INC.
GRANCARE SOUTH CAROLINA, INC.
GRANCARE, INC.
HAWK'S-PERIMETER, INC.
HERITAGE NURSING HOME, INC.
HERITAGE OF LOUISIANA, INC.
HMI CONVALESCENT CARE, INC.
HOSPICE ASSOCIATES OF AMERICA, INC.
HOSTMASTERS, INC.
INTERNATIONAL HEALTH CARE MANAGEMENT, INC.
INTERNATIONAL X-RAY, INC.
LC MANAGEMENT COMPANY
LCA OPERATIONAL HOLDING COMPANY
LCR, INC.
LIVING CENTERS - EAST, INC.
LIVING CENTERS - PHCM, INC.
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LIVING CENTERS - ROCKY MOUNTAIN, INC.
LIVING CENTERS - SOUTHEAST DEVELOPMENT
CORPORATION
LIVING CENTERS - SOUTHEAST, INC.
LIVING CENTERS DEVELOPMENT COMPANY
LIVING CENTERS HOLDING COMPANY
LIVING CENTERS LTCP DEVELOPMENT COMPANY
LIVING CENTERS OF TEXAS, INC.
XXXXXXX NURSING CENTER, INC.
MED-THERAPY REHABILITATION SERVICES, INC.
MIDDLEBELT NURSING HOME, INC.
MIDDLEBELT-HOPE NURSING HOME, INC.
XXX-XXX CORP.
NATIONAL HERITAGE REALTY, INC.
NIGHTINGALE EAST NURSING CENTER, INC.
OMEGA/INDIANA CARE CORP.
PROFESSIONAL HEALTH CARE MANAGEMENT, INC.
PROFESSIONAL RX SYSTEMS, INC.
REHABILITY HEALTH SERVICES, INC.
RENAISSANCE MENTAL HEALTH CENTER, INC.
ST. XXXXXXX NURSING HOME, INC.
SUMMIT HOSPITAL HOLDINGS, INC.
SUMMIT HOSPITAL OF EAST GEORGIA, INC.
SUMMIT HOSPITAL OF SOUTHEAST ARIZONA, INC.
SUMMIT HOSPITAL OF SOUTHEAST TEXAS, INC.
SUMMIT HOSPITAL OF SOUTHWEST
LOUISIANA, INC.
SUMMIT HOSPITAL OF WEST GEORGIA, INC.
SUMMIT INSTITUTE FOR PULMONARY
MEDICINE AND REHABILITATION, INC.
SUMMIT INSTITUTE OF AUSTIN, INC.
SUMMIT INSTITUTE OF WEST MONROE, INC.
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SUMMIT MEDICAL HOLDINGS, LTD.
SUMMIT MEDICAL MANAGEMENT, INC.
By:
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Name:
Title:
THE CHASE MANHATTAN BANK,
INDIVIDUALLY AND AS AGENT
By:
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Name:
Title:
BANK OF AMERICA, N.A.
By:
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Name:
Title:
SRV-HIGHLAND, INC.
By:
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Name:
Title:
GLENEAGLES TRADING LLC
By:
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Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Name:
Title:
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FOOTHILL CAPITAL CORPORATION
By:
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Name:
Title:
XXXXXXX XXXXX CREDIT PARTNERS L.P.
By:
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Name:
Title:
BHF (USA) CAPITAL CORPORATION
By:
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Name:
Title:
By:
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Name:
Title:
BDC FINANCE L.L.C.
By:
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Name:
Title:
XXXXXX HEALTHCARE FINANCE, INC.
By:
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Name:
Title:
BAYERISCHE HYPO- UND VEREINSBANK AG NEW
YORK BRANCH
By:
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Name:
Title:
By:
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Name:
Title:
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MUIRFIELD TRADING LLC
By:
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Name:
Title:
XXXXXX FLOATING RATE FUND
By:
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Name:
Title:
TORONTO DOMINION (NEW YORK), INC.
By:
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Name:
Title:
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EXHIBIT A TO FOURTH AMENDMENT
Omega Facilities
Name of Facility Subsidiary Lessee/Operator
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1. Cambridge South Healthcare Center Cambridge South, Inc.
Beverly Hills, MI
2. Clinton-Aire Healthcare Center ClintonAire Nursing Home,
Clinton Township, MI Inc.
3. Crestmont Health Care Center Crestmont Health Center,
Fenton, MI Inc.
4. Heritage Manor Nursing Center Heritage Nursing Home, Inc.
Flint, MI
5. Nightingale Healthcare Center Nightingale East Nursing
Warren, MI Center, Inc.
6. Hope Healthcare Center Middlebelt-Hope Nursing
Westland, MI Home, Inc.
7. Bedford Villa Healthcare Center Cambridge Bedford, Inc.
Southfield, MI
8. Cambridge East Healthcare Center Cambridge East, Inc.
Madison Heights, MI
9. Cambridge North Healthcare Center Cambridge North, Inc.
Clawson, MI
10. Xxxxx Center Health and Rehabilitation
Center - Statesville PHCM
Statesville, NC
11. Xxxxx Center Health and Rehabilitation
Center - Goldsboro PHCM
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GOLDSBORO, NC
12. Xxxxx Center Health and Rehabilitation
Center -Durham PHCM
Durham, NC
13. Frenchtown Healthcare Center Frenchtown Nursing Home,
Monroe, MI (SOLD 2/1/01) Inc.
14. St. Xxxxxxx Health Care Center St. Xxxxxxx Nursing Home,
Warren, MI (SOLD 2/1/01) Inc.
15. Xxxxxxx Healthcare Center Xxxxxxx Nursing Home, Inc.
Detroit, MI (SOLD 2/1/01)
16. Middlebelt Healthcare Center Middlebelt Nursing Home,
Livonia, MI (SOLD 2/1/01) Inc.
LTAC'S
Name of Facility Subsidiary Lessee/Operator
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1. Summit Hospital of Northeast Summit Institute of West Monroe,
Louisiana, West Monroe, LA Inc.
2. Summit Hospital of Northwest Summit Institute for Pulmonary
Louisiana, Bossier City, LA Medicine and Rehabilitation, Inc.
3. Summit Hospital of Southwest Summit Hospital of Southwest
Louisiana, Sulphur, LA Louisiana, Inc.
4. Summit Hospital of Southeast Summit Hospital of Southwest
Arizona, Inc., Tucson, AZ Arizona, Inc.
5. Specialty Hospital of Houston Cornerstone Health Management
Houston, TX Company
6. Specialty Hospital of Houston Cornerstone Health Management
(Clear Lakes Campus),Houston, TX Company
7. Specialty Hospital of Austin Cornerstone Health Management
Houston, TX Company
8. Specialty Hospital of Austin Cornerstone Health Management
(St. David's Campus), Austin, TX Company
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9. Specialty Hospital of Austin Cornerstone Health Management
(North Austin Medical Center), Company
Austin, TX
10. Summit Hospital of Central Texas, Summit Institute of Austin, Inc.
Austin, TX
11. Specialty Hospital of New Orleans Cornerstone Health Management
New Orleans, LA Company
12. Compass Hospital of Dallas Summit Medical Management, Inc.
De Xxxx, TX
13. Compass Hospital of San Antonio Summit Medical Management, Inc.
San Antonio, TX
14. Specialty Hospital of Mahoning Cornerstone Health Management
Valley, Youngstown, OH Company
15. Specialty Hospital of Lorain, Mariner Specialty Hospital Group
Lorain, OH
16. Compass Hospital of Phoenix Summit Medical Management, Inc.
Phoenix, AZ
