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EXHIBIT 10(j)(ix)
NOVACARE, INC.
0000 XXXX XXXXX XXXXXX
XXXX XX XXXXXXX, XX 00000
January 30, 1997
PNC Bank, National Association,
as Agent
One PNC Plaza
Xxxxx Xxxxxx xxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx, Vice President
RE: Eighth Amendment to Credit Agreement (the "Eighth Amendment")
Dear Xxxxxx:
We refer to that certain Credit Agreement, dated as of May 27, 1994,
as amended (the "Credit Agreement"), by and among NovaCare, Inc. ("NovaCare")
and certain of its Subsidiaries, the Banks party thereto and PNC Bank, National
Association, as agent for the Banks ("Agent"). Defined terms used herein, not
otherwise defined herein, shall have the meanings given to them under the Credit
Agreement as amended hereby.
The Borrowers and Guarantors, the Banks and the Agent hereby desire
to amend the Credit Agreement, as hereinafter provided.
The parties hereto in consideration of their mutual covenants and
agreements hereinafter set forth, and intending to be legally bound hereby,
covenant and agree as follows:
AGREEMENT
1. Amendment of Credit Agreement
The parties hereto do hereby modify and amend the Credit Agreement
as follows:
(a) Cover page is hereby amended by deleting in line 1 the number
"$150,000,000" and inserting in lieu thereof the number "175,000,000".
(b) Recital paragraph 1, page 1, is hereby amended by deleting in
line 2 the number "$150,000,000" and inserting in lieu thereof the number
"$175,000,000".
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(c) Upon the effectiveness of this Eighth Amendment and for periods
subsequent to such effective date, SunTrust Bank, Central Florida, N.A. and The
Bank of New York shall each be a Bank party to the Credit Agreement.
2. Amendment to Schedules.
(a) Schedules. Schedule 1.01(B) [List of Banks, Commitments and
Closing Fees] to the Agreement is hereby amended and restated in its entirety in
the form of such Schedule attached hereto.
3. Conditions of Effectiveness.
The effectiveness of this Eighth Amendment is expressly conditioned upon
the occurrence and completion of all of the following: (i) the Agent's receipt
of counterparts of this Eighth Amendment duly executed by the Borrowers, the
Guarantors and the Banks; (ii) the Agent's receipt of a certificate signed by
the Secretary or Assistant Secretary of the Borrowers and Guarantors, certifying
as to all action taken by the Borrowers and Guarantors to authorize the
execution, delivery and performance of this Eighth Amendment; (iii) the Agent's
receipt of a Confirmation of Guaranty duly executed by the Guarantors in the
form of Exhibit II attached hereto; (iv) an opinion of Xxxxx X. Xxxxxx, General
Counsel of the Loan Parties reasonably satisfactory to the Agent regarding this
Eighth Amendment; and (v) each Borrower shall have delivered to the Agent on
behalf of each Bank a Note in the amount of each Bank's Commitment.
This Eighth Amendment shall be dated as of and shall be effective as
of the date and year first above written which shall be the date of satisfaction
of all conditions precedent to effectiveness as set forth in this Section 3.
4. Consent of All Banks.
Pursuant to Section 11.01(a) of the Credit Agreement, this Eighth
Amendment shall require the written consent of all of the Banks, all of the
Borrowers and all of the Guarantors.
5. Full Force and Effect.
Except as expressly modified and amended by this Eighth Amendment,
the Credit Agreement and the other Loan Documents are hereby ratified and
confirmed and shall remain in full force and effect.
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6. Costs, Expenses, Disbursements.
The Borrowers hereby agree to reimburse the Agent and the Banks on
demand for all costs, expenses and disbursements relating to this Eighth
Amendment which are payable by the Borrowers as provided in Section 10.05 of the
Credit Agreement.
7. Counterparts.
This Eighth Amendment may be executed by different parties hereto in
any number of separate counterparts, each of which, when so executed and
delivered, shall be an original, and all of such counterparts shall together
constitute one and the same instrument.
8. Governing Law.
This Eighth Amendment shall be deemed to be a contract under the
laws of the Commonwealth of Pennsylvania and for all purposes shall be governed
by and construed and enforced in accordance with the internal laws of the
Commonwealth of Pennsylvania without regard to its conflict of laws principles.
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[Signature Page 1 of 7 to Eighth Amendment]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Eighth Amendment as of the day and year
first above written.
BORROWERS AND GUARANTORS:
ATTEST: NOVACARE, INC., a Delaware corporation, and
each of the other BORROWERS listed on
Schedule 6.01(c) of the Credit Agreement
(which Schedule is attached hereto as Exhibit
I) and each of the GUARANTORS listed on
Schedule 6.01(c) of the Credit Agreement
(which Schedule is attached hereto as Exhibit
I), other than those listed below
By: /s/ Xxxxxxx X. XxXxxxxx By: /s/ Xxxxx X. Xxxxx
----------------------- ----------------------
[Seal] Xxxxx X. Xxxxx [Name],
----------------
the Vice President
----------------[Title]
of each Borrower and Guarantor listed on
Schedule 6.01(c) of the Credit Agreement
(which Schedule is attached hereto as Exhibit
I), other than those listed below, which is a
corporation and of each general partner of
each Borrower and Guarantor which is a
partnership
Address for Notices for each of the
foregoing Borrowers and Guarantors:
0000 Xxxx Xxxxx Xxxxxx
Xxxx xx Xxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Chief Financial Officer
Telephone No. (000) 000-0000
5
[Signature Page 2 of 7 to Eighth Amendment]
[INTENTIONALLY BLANK]
6
[Signature Page 3 of 7 to Eighth Amendment]
AGENT:
PNC BANK, NATIONAL ASSOCIATION, as Agent
By:/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Title: Vice President
Address for Notices:
One PNC Plaza
Xxxxx Xxxxxx xxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Regional Healthcare Group
Telephone No. (000) 000-0000
BANKS:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Title: Vice President
Address for Notices:
One PNC Plaza
Xxxxx Xxxxxx xxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Regional Healthcare Group
Telephone No. (000) 000-0000
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[Signature Page 4 of 7 to Eighth Amendment]
CORESTATES BANK, N.A.
By: /s/ Xxxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Vice President
Address for Notices:
0000 Xxxxxxxx Xxxxxx
X.X. Xxx 0000
FC 1-8-3-22
Xxxxxxxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxxxxx
Assistant Vice President
Telephone No. (000) 000-0000
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Sr. V.P.
Address for Notices:
One First Union Center
000 X. Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Xxxxx X. Xxxxx,
Assistant Vice President
Telephone No. (000) 000-0000
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[Signature Page 5 of 7 to Eighth Amendment]
FLEET BANK OF MASSACHUSETTS, N.A.
By: /s/ Xxx X. Xxxxxxxxxx
----------------------------
Name: Xxx X. Xxxxxxxxxx
Title: Vice President
Address for Notices:
Health Care and Non Profit Group
Fleet Center MA BOF 00X
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Xxx Xxxxxxxxxx
Vice President
Telephone No. (000) 000-0000
MELLON BANK, N.A.
By: /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Address for Notices:
Healthcare Banking
Plymouth Meeting/Exec. Campus
000 X. Xxxxxxxxxx Xxxx
Xxxxx 000/XXX #00X-0000
Xxxxxxxx Xxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Xxxxx Xxxxx
Vice President
Telephone No. (000) 000-0000
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[Signature Page 6 of 7 to Eighth Amendment]
NATIONSBANK, N.A.
By: /s/ Xxxxx Xxxxxx
-----------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Address for Notices:
Xxx XxxxxxxXxxx Xxxxx
Xxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: X. Xxxxxx Choppin
Sr. Vice President
Telephone No. (000) 000-0000
THE BANK OF NEW YORK
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Address for Notices:
Northeastern Division
Xxx Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Xxxxx Xxxxxx
Vice President
Telephone No. (000) 000-0000
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[Signature Page 7 of 7 to Eighth Amendment]
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: /s/ Xxxxxx Xxxxxx
-----------------------------
Name: Xxxxxx Xxxxxx
Title: First VP
Address for Notices:
Healthcare Banking Group
0-1106, Tower 10
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx
First Vice President
Telephone No. (000) 000-0000
STATE OF GEORGIA
COUNTY OF XXXXXX
On the 29 day of January, 1997 personally appeared Xxxxxx Xxxxxx,
as the First Vice President of SunTrust Bank, Central Florida, National
Association, and before me executed the attached Eighth Amendment dated as of
January 30, 1997 to the Credit Agreement between NovaCare, Inc., with SunTrust
Bank, Central Florida, National Association, as Lender.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal,
in the state and county aforesaid.
/s/ Xxxxxx X.Xxxxxxxxx
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Signature of Notary Public, State of Georgia
Notary Public, Xxxxxx County, Georgia
My Commission Expires Sept. 10, 1999
Xxxxxx X. Xxxxxxxxx
--------------------------------------------
(Print, Type or Stamp Commissioned Name of
Notary Public) Personally known X ;
--------
OR Produced Identification
----------------
Type of identification produced:
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SCHEDULE 1.01(B)
COMMITMENTS OF BANKS
Revolving
Participation Credit
Bank Percentage Commitment
---- ---------- ----------
PNC Bank, National Association 22.857142858 $ 40,000,000
Mellon Bank, N.A. 15.714285714 $ 27,500,000
NationsBank, N.A. 14.285714286 $ 25,000,000
CoreStates Bank, N.A. 11.428571429 $ 20,000,000
SunTrust 10.000000000 $ 17,500,000
Fleet Bank of Massachusetts, N.A. 8.571428571 $ 15,000,000
First Union National Bank of North Carolina 8.571428571 $ 15,000,000
The Bank of New York 8.571428571 $ 15,000,000
TOTAL 100.000000000% $175,000,000
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