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EXHIBIT 10.34
EIGHTH AMENDMENT TO CREDIT AGREEMENT
DATED AS OF DECEMBER 3, 1996
This EIGHTH AMENDMENT TO CREDIT AGREEMENT dated as of December 3, 1996
(this "Amendment") to the Credit Agreement dated as of April 6, 1995, as
amended by that certain First Amendment and Waiver dated as of August 9, 1995,
that certain Second Amendment dated as of September 7, 1995, that certain Third
Amendment and Limited Waiver dated as of September 29, 1995, that certain
Fourth Amendment and Limited Waiver to Credit Agreement and First Amendment to
Security Documents dated as of October 13, 1995, that certain Fifth Amendment
dated as of April 6, 1995, that certain Sixth Amendment to Credit Agreement
dated as of February 6, 1996, and that certain Seventh Amendment to Credit
Agreement dated as of July 3, 1996 (as so amended, the "CREDIT AGREEMENT"), is
by and among CORAM HEALTHCARE CORPORATION, a Delaware corporation ("CORAM"),
CORAM, INC., a Delaware corporation (the "BORROWER") and a wholly owned
subsidiary of Coram, EACH SUBSIDIARY GUARANTOR (as defined in the Credit
Agreement) listed on Exhibit A hereto, THE FINANCIAL INSTITUTIONS PARTY HERETO
(the "LENDERS") and THE CHASE MANHATTAN BANK, as agent for the Lenders (in such
capacity the "ADMINISTRATIVE AGENT"), as collateral agent for the Lenders (in
such capacity, the "COLLATERAL AGENT") and as fronting bank (in such capacity,
the "FRONTING BANK"). Capitalized terms used herein without definitions shall
have the respective meanings assigned in the Credit Agreement.
RECITALS
WHEREAS, Coram and Borrower have requested Lenders to amend the Credit
Agreement to amend certain financial covenants as provided herein; and
WHEREAS, subject to the terms and conditions contained herein,
Required Lenders have agreed to amend the Credit Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements, provisions and covenants herein contained, the Borrower, Coram, the
Subsidiary Guarantors and the undersigned Lenders hereby agree, on the terms
and subject to the conditions set forth herein, as follows:
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SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Amendments to Article I: Definitions.
The definition of "Specified Cash Amount" contained in Section
1.01 of the credit Agreement is hereby amended by (i) deleting the number
"$20,000,000" therefrom and substituting the number "$12,000,000" therefor and
(ii) deleting the date "December 31, 1996" therefrom and substituting the date
"March 31, 1997" therefor.
1.2 Amendments to Article V: Affirmative Covenants.
Section 5.04 of the Credit Agreement is hereby amended by
deleting paragraph (g) therefrom and substituting the following therefor:
"(g) not later than 30 days after the end of each fiscal
quarter, a certificate of a Financial Officer of Coram setting forth
(i) a list of all Designated Subsidiaries added or terminated during
such fiscal quarter, (ii) a list of all Joint Ventures created,
acquired, terminated or otherwise disposed of during such fiscal
quarter and (iii) a description of any Permitted Business Acquisitions
consummated during such fiscal quarter and the amount and type of
consideration paid with respect thereto;"
1.3 Amendments to Article VI: Negative Covenants.
A. Section 6.14 of the Credit Agreement is hereby amended by
deleting the minimum operating cash flow receipt amounts for the applicable
periods set forth below from such Section and substituting therefor the
corresponding amounts set forth below:
==============================================================================================
PERIOD AMOUNT
----------------------------------------------------------------------------------------------
October 1, 1996 - November 30, 1996 $86,500,000
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November 1, 1996 - December 31, 1996 $80,000,000
----------------------------------------------------------------------------------------------
December 1, 1996 - January 31, 1997 $80,000,000
----------------------------------------------------------------------------------------------
January 1, 1997 - February 28, 1997 $80,000,000
==============================================================================================
B. Section 6.15 of the Credit Agreement is hereby
amended by (i) deleting the maximum disbursement amounts for the applicable
periods set forth below from such Section and substituting therefor the
corresponding amounts set forth below:
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==============================================================================================
PERIOD AMOUNT
----------------------------------------------------------------------------------------------
October 1, 1996 - November 30, 1996 $81,000,000
----------------------------------------------------------------------------------------------
November 1, 1996 - December 31, 1996 $84,000,000
----------------------------------------------------------------------------------------------
December 1, 1996 - January 31, 1997 $83,000,000
----------------------------------------------------------------------------------------------
January 1, 1997 - February 28, 1997 $82,000,000
==============================================================================================
and (ii) adding the phrase "; provided further, that at no time shall the
aggregate amount of disbursements for Coram and its Subsidiaries on a
consolidated basis during any period set forth above exceed the aggregate
operating cash flow receipts for Coram and its Subsidiaries on a consolidated
basis during the corresponding period" at the end of such Section.
SECTION 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon
the satisfaction of all of the following conditions (the date of satisfaction
of such conditions being referred to herein as the "AMENDMENT EFFECTIVE DATE"):
A. AMENDMENT DOCUMENTS. The Administrative Agent shall
have received a counterpart of this Amendment, duly executed and delivered by
an authorized officer of Coram, the Borrower, each Subsidiary Guarantor, and
Requisite Lenders.
B. REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained in the Credit Agreement, as amended by this Amendment (as
so amended, the "AMENDED AGREEMENT") shall be true, correct and complete in all
material respects on and as of the Amendment Effective Date to the same extent
as though made on and as of such date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties shall have been true, correct and
complete in all material respects on and as of such earlier date.
SECTION 3. REPRESENTATIONS AND WARRANTIES
Each of Coram, the Borrower and each of the Subsidiary
Guarantors represents and warrants to each of the Lenders that:
A. The execution, delivery and performance of this Amendment
by each of the Loan Parties (a) have been duly authorized by all requisite
corporate and, if required, stockholder action and (b) will not (i) violate (A)
any provision of law, statute, rule or regulation, or of the certificate or
articles of incorporation or other constitutive documents or by-laws of Coram,
the Borrower or any other Loan Party, (B) any order of
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any Governmental Authority or (C) any provisions of any indenture, agreement or
other instrument to which any Loan Party is a party or by which any of them or
any of their property is or may be bound, (ii) be in conflict with, result in a
breach of or constitute (alone or with notice or lapse of time or both) a
default under any such indenture, agreement or other instrument or (iii) result
in the creation or imposition of any Lien upon or with respect to any property
or assets of any Loan Party
B. Each Loan Party has all requisite corporate power and
authority to enter into this Amendment and to carry out the transactions
contemplated by, and perform its obligations under, this Amendment and, with
respect to Coram and the Borrower, the Amended Agreement. This Amendment
Document has been duly executed and delivered by each Loan Party and this
Amendment and the Amended Agreement constitutes a legal, valid and binding
obligation of each Loan Party thereto enforceable against each such Loan Party
in accordance with its terms.
SECTION 4. CONSENT TO ASSET SALE
The undersigned Lenders hereby consent to the sale of the
stock held by Coram and its Subsidiaries in the Mexicare Subsidiary for a gross
sales price of not less than $80,000; provided that Coram shall comply with the
provisions of subsection 2.12(d) of the Credit Agreement.
SECTION 5. APPLICABLE LAW
THE AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
SECTION 6. NO NOVATION
Except as expressly set forth herein, this Amendment shall not
by implication or otherwise limit, impair, constitute a waiver of or otherwise
affect the rights and remedies of any party under the Credit Agreement, or any
amendment thereto, nor alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement, or any amendment thereto, all of which are ratified and affirmed in
all respects and shall continue in full force and effect. This Amendment shall
apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein.
Each Loan Party acknowledges and agrees that (i) each of the
Guarantee Agreements and Security Documents to which it is a party or otherwise
bound shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or limited
by the execution and effectiveness of this Amendment and (ii) all Obligations
outstanding under the Amended Agreement on the date hereof are owing without
defense, offset or counterclaim of any kind.
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SECTION 7. RELEASE
Although Coram, the Borrower and the Subsidiary Guarantors do
not believe that they have any claims against Administrative Agent, Collateral
Agent, the Fronting Bank, or any of the Lenders, each is willing to provide
such parties with a general and total release of all such claims in
consideration of the extensions and other benefits which the Loan Parties will
receive pursuant to this Amendment. Accordingly, each Loan Party, for itself,
each of its Subsidiaries and any successor of such Loan Party or such
Subsidiary, hereby knowingly, voluntarily, intentionally and irrevocably
releases and discharges Administrative Agent, Collateral Agent, the Fronting
Bank, each Lender (including each Overline Lender) and each of their respective
officers, directors, agents, affiliates and counsel (each a "RELEASEE") from
any and all actions, causes of action, suits, sums of money, controversies,
variances, trespasses, damages, judgments, extents, executions, losses,
liabilities, costs, expenses, debts, dues, demands, obligations or other claims
of any kind whatsoever, in law, admiralty or equity, which such Loan Party or
any of its Subsidiaries ever had, now have or hereafter can, shall or may have
against any Releasee for, upon or by reason of any matter, cause or thing
whatsoever from the beginning of the world to the Amendment Effective Date;
provided however, that nothing contained in this release shall be construed to
waive or alter any right of the Loan Parties to claims that may arise hereafter
under sections 542, 543, 544, 545, 547, 548 and 551 of the Federal Bankruptcy
Code.
SECTION 8. COUNTERPARTS; EFFECTIVENESS
This Amendment may be executed in two or more counterparts,
each of which shall constitute an original but all of which when taken together
shall constitute but one contact. Delivery of an executed counterpart of a
signature page of this Amendment by facsimile transmission shall be as
effective as delivery of a manually executed counterpart of this Amendment.
This Amendment (other than the provisions of Section 1 which shall become
effective as provided in Section 2 hereof) shall become effective upon
execution of a counterpart hereof by the Borrower, Coram, each subsidiary
Guarantor, each Lender and authorization of delivery of such counterparts.
SECTION 9. MISCELLANEOUS
C. The Borrower acknowledges that all costs, fees and expenses
as described in subsection 9.05 of the Credit Agreement, or otherwise provided
for under the Loan Documents, incurred with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of the
Borrower.
D. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive
effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
CORAM HEALTHCARE CORPORATION
By: /s/ XXXXXXX X. XXXXX
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: CFO
CORAM, INC.
By: /s/ XXXXXXX X. XXXXX
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: CFO
EACH SUBSIDIARY GUARANTOR LISTED
ON EXHIBIT A
By: /s/ XXXXXXX X. XXXXX
---------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
individually and as Administrative
Agent, Collateral Agent and Fronting
Bank
By: /s/ XXXXXX XXXXXX
-----------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
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BANK OF IRELAND GRAND CAYMAN
By: /s/ XXXX X. XXXXXX
----------------------------
Name: Xxxx X. Xxxxxx
Title: A.V.P
THE BANK OF NOVA SCOTIA
By: /s/ XXXXX XXXXXX
---------------------------
Name: Xxxxx Xxxxxx
Title: Senior Manager
BANK POLSKA KASA OPIEKI, S.A.
By: /s/ XXXXXXX X. XXXX
---------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
Senior Lending Officer
BHF - BANK AKTIENGESELLSCRAFT
(F/K/A Berliner Handels-Und
Frankfurter Bank Grand Cayman Branch)
By: /s/ XXXX XXXXXX
---------------------------
Name: Xxxx Xxxxxx
Title: V.P.
CERBERUS PARTNERS, L.P.
By: /s/ XXX XXXXXXXXXX
---------------------------
Name: Xxx Xxxxxxxxxx
Title: V.P.
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XXX XXXX XXXXX LOAN PORTFOLIO
(a Unit of The Chase Manhattan Bank),
By: /s/ XXXXX X. XXXXXXXX
----------------------------
Name: XXXXX X. XXXXXXXX
Title: MANAGING DIRECTOR
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By: /s/ XXXX XXXXXXX
---------------------------
Name: XXXX XXXXXXX
Title: AUTHORIZED SIGNATURE
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ XXXXXX X. XxXXXXX
---------------------------
Name: XXXXXX X. XxXXXXX
Title: VICE PRESIDENT
THE FIRST NATIONAL BANK OF CHICAGO
By:
---------------------------
Name
Title:
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XXXXX XXXXX XXXXXXXX XXXX XX XXXXX
XXXXXXXX
By: /s/ XXX X XXXX
---------------------------
Name: Xxx X Xxxx
Title: Senior Vice President
THE MITSUBISHI BANK, LIMITED
CHICAGO BRANCH
By:
----------------------------
Name:
Title:
NATIONSBANK OF TEXAS, N.A.
By: /s/ XXXXXXX X. XXXX
----------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
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XXXXXXX XXXXX CREDIT PARTNERS L.P.
By: /s/ XXXX XXXXX
-----------------------------
Name: Xxxx Xxxxx
Title: Authorized Signer
THE SUMITOMO TRUST & BANKING
COMPANY, LTD., NEW YORK BRANCH
By: /s/ X. XXXX
-----------------------------
Name: X. Xxxx
Title: Deputy General Manager
WHIPPOORWILL ASSOCIATES
INCORPORATED, as Agent
By: /s/ XXXXXX X. XXXXXX
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
FOOTHILL CAPITAL CORPORATION
By: /s/ M. XXXXXX STEAMS
-----------------------------
Name: M. Xxxxxx Steams
Title: Vice President
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EXHIBIT A
SUBSIDIARIES OF
CORAM HEALTHCARE CORPORATION
X. XXXXX HEALTHCARE CORPORATION SUBSIDIARIES:
T2 Medical, Inc. Curaflex Health Services, Inc.
HealthInfusion, Inc. H.M.S.S., Inc.
Medisys, Inc.
B. T2 MEDICAL, INC. SUBSIDIARIES:
Coram Homecare of Minnesota, Inc., formerly known as Coram Healthcare Corporation of Maryland, formerly
Coram Health care Corporation of Virginia, formerly Baltimore Home Therapeutics, Inc.
known as Atlantic Coast Home Therapeutics, Inc.
Columbia Home Therapeutics, Inc. Coram Healthcare Corporation of New Hampshire, formerly
known as Columbus Home Therapeutics, Inc.
Coram Healthcare Corporation of Alabama, formerly Coram Homecare of Arizona, Inc., formerly known as
known as Alabama Home Therapeutics, Inc. Coram Healthcare Corporation of Asheville, formerly
known as Asheville Home Therapeutics, Inc.
Coram Homecare of Michigan, Inc., formerly known as Coram Homecare of Virginia, Inc., formerly known as
Coram Healthcare Corporation of Central Florida, Coram Healthcare Corporation of Central Virginia,
formerly known as Home Therapeutics of Florida, Inc. formerly known as Central Virginia Home Therapeutics, Inc.
Coram Healthcare Corporation of North Carolina, Coram Healthcare Corporation of Connecticut, formerly
formerly known as Coram Healthcare Corporation of known as Connecticut Home Therapeutics, Inc.
Charlotte, formerly known as North Carolina Home
Therapeutics, Inc.
Curaflex Health Services, Inc, formerly known as Coram Coram Healthcare Corporation of Virginia, formerly
Healthcare Corporation of Georgia, formerly known as known as Coram Healthcare Corporation of Greater
Georgia Home Therapeutics, Inc. Washington, D.C., formerly known as Potomac Home
Therapeutics, Inc.
Coram Healthcare Corporation of Iowa, formerly known Coram Healthcare Corporation of Mississippi, formerly
as Iowa Home Therapeutics, Inc. known as Mississippi Home Therapeutics, Inc.
Coram Healthcare Corporation of New Jersey, formerly Coram Healthcare Corporation of Northern California, known as
Northern New Jersey Home Therapeutics, Inc. formerly known as Lifesource, Inc.
Coram Healthcare Corporation of Northern Nevada, Coram Healthcare Corporation of Ohio, formerly known as
formerly known as TPN, Inc. Coram Healthcare Corporation of Northern Ohio, formerly
known as Cleveland Home Therapeutics, Inc.
Coram Healthcare Corporation of Oklahoma, formerly Coram Healthcare Corporation of Rhode Island, formerly
known as Tulsa Home Therapeutics, Inc. known as Rhode island Home Therapeutics, Inc.
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Coram Healthcare Corporation of Southern Florida, Coram Healthcare Corporation of Southern Ohio, formerly
formerly known as Southwest Florida Home Therapeutics, known as Tri-State Home Therapeutics, Inc.
Inc.
Coram Healthcare Corporation of Tennessee, formerly Coram Homecare of Wisconsin, Inc., formerly known as
known as Knoxville Home Therapeutics, Inc. Coram Healthcare Corporation of Shenandoah Valley,
formerly known as Shenandoah Home Therapeutics, Inc.
Coram Healthcare Corporation of Washington, formerly Coram Healthcare Corporation of Western Florida,
known as Puget Sound Home Therapeutics, Inc. formerly known as Sarasota Home Therapeutics, Inc.
Coram Homecare of Nebraska, Inc., formerly known as Coram Healthcare Corporation of West Virginia, formerly
Coram Healthcare Corporation of Western Kentucky, known as Southern West Virginia Home Therapeutics, Inc.
formerly known as Western Kentucky Home Therapeutics,
Inc.
Coram Healthcare Corporation of Pennsylvania, formerly Greater New York Home Therapeutics, Inc.
known as Delaware Valley Home Therapeutics, Inc.
Heritage Medical Services of Georgia, Inc. Coram Healthcare Corporation of Illinois, formerly known
as Hunter Home Therapeutics, Inc.
Coram Healthcare Corporation of Indiana, formerly Intracare Holdings Corporation
known as Indiana Home Therapeutics, Inc.
Coram Healthcare Corporation of Louisville, formerly Litho Center Southwest, Inc.
known as Kentucky Home Therapeutics, Inc.
Coram Healthcare Corporation of Colorado, formerly Coram Healthcare Corporation of Maine, formerly known
known as Meridian Home Therapeutics, Inc. as Xxxxxxx Home Therapeutics, Inc.
Coram Healthcare Corporation of Idaho, formerly known Coram Healthcare Corporation of Wisconsin, formerly
as Metropolitan Home Therapeutics II, Inc. known as Milwaukee Home Therapeutics, Inc.
Minnesota Home Therapeutics, Inc. Coram Healthcare Corporation of Louisiana, formerly
known as New Orleans Home Therapeutics, Inc.
Coram Healthcare Corporation of Greater New York, Coram Healthcare Corporation of South Carolina, formerly
formerly known as New York Home Therapeutics, Inc. known as Piedmont Home Therapeutics, Inc.
Coram Healthcare Corporation of Oregon, formerly Coram Homecare of South Carolina, Inc., formerly
known as Piedmont Home Therapeutics IV, Inc. known as Professional Home Nursing, Inc.
Coram Homecare of Northern California, formerly known Servicetrends, Inc.
as River City Nursing, Inc.
Coram Healthcare Corporation of Texas, formerly known Coram Healthcare Corporation of Kansas, formerly known
as Southeast Home Therapeutics, Inc. as Southeast Home Therapeutics IV, Inc.
Coram Healthcare Corporation of Arizona, formerly Coram Healthcare Corporation of San Diego, formerly
known as Southern Arizona Home Therapeutics, Inc. known as Southern California Home Therapeutics, Inc.
Coram Healthcare Corporation of Nebraska, formerly Coram Healthcare Corporation of Missouri, formerly
known as Space Coast Home Therapeutics, Inc. known as St. Louis Home Therapeutics, Inc.
Coram Healthcare Corporation of Michigan, formerly Coram Healthcare Corporation of New Mexico, formerly
known as Triad Home Therapeutics, Inc. known as Tri-State Home Therapeutics III, Inc.
T2 Lithotripter Investment, Inc. T2 Lithotripter Investment of Indiana, Inc.
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Coram Healthcare Corporation of Delaware, formerly Coram Homecare of Kansas, Inc., formerly known as Utah
known as T2 Medical Investments, Inc. Home Therapeutics, Inc.
C. CURAFLEX HEALTH SERVICES, INC. SUBSIDIARIES:
Caremark Pharmacy Services, Inc., formerly known as CHC of New York, Inc.
Pharmcor, Inc.
Clinical Homecare Corporation Comprehensive Pharmacy Home IV Services, Inc.
Coram Alternate Site Services, Inc., formerly Curaflex Coram Healthcare Corporation of North Texas, formerly
Infusion Services, Inc. known as Continuecare/Curaflex Health Services, Inc.
Coram Healthcare Corporation of Southern California Coram Healthcare Corporation of Southern Nevada
Coram Healthcare Corporation of Utah, formerly known as Coram Healthcare Corporation of Massachusetts
Curaflex Home Solution, Inc.
Coram Healthcare Corporation of New York, formerly HomeLine, Inc.
known as Curaflex of New York, Inc.
New Jersey Living Center, Inc. Orion Medical Services, Inc.
Stratogen of Florida, Inc. Stratogen of Palm Beach, Inc.
Stratogen of Rhode Island, Inc.
D. MEDYSIS, INC. SUBSIDIARIES:
American Home Therapies, Inc. [to be changed to Coram Coram Homecare of Illinois, Inc., formerly known as
Healthcare of Missouri] CareVan HomeCare of Illinois, Inc.
CareVan Medical Systems of Ohio, Inc. Coram Healthcare Corporation of Minnesota,
formerly known as CareVan Medical Systems, Inc.
PharmCare, Inc.
E. HEALTHINFUSION, INC. SUBSIDIARIES:
Xxxxxxx Research Group, Inc, formerly known as Xxxxxxx First Circle, Inc.
Gabbay Corporation
HealthInfusion of Mid-Atlantic, Inc. Hospicenter of Texas, Inc.
F. H.M.S.S. SUBSIDIARIES:
Coram Homecare of Texas, Inc., formerly known as Coram H.M.S.S. Infusion Affiliates, Inc.
Healthcare Corporation of Texas, formerly known as
H.M.S.S. of Texas, Inc.
H.M.S.S. Infusion Affiliates of Jacksonville, Inc.
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