AMENDMENT NO. 2
THIS AMENDMENT NO. 2 (this "Amendment") dated as of December 30, 1998, to
that Third Amended and Restated Credit Agreement referenced below, is by and
among CENTENNIAL HEALTHCARE CORPORATION, a Georgia corporation (the "Company"),
the subsidiaries of the Company that are borrowers under the Credit Agreement,
the Lenders identified herein, FIRST UNION NATIONAL BANK, as Administrative
Agent, and NATIONSBANK, N.A., as Syndication Agent. Terms used but otherwise
defined shall have the meanings provided in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a revolving credit facility has been established in favor of the
Company and the other Borrowers identified therein pursuant to the terms of that
Third Amended and Restated Credit Agreement dated as of July 31, 1998 (as
amended and modified, the "Credit Agreement") among the Borrowers, the lenders
identified therein, First Union National Bank, as administrative agent, and
NationsBank, N.A., as syndication agent;
WHEREAS, the Company has made plans to acquire those properties more
particularly described in Exhibit A hereto (the "Xxxxxxx Acquisition") and has
requested certain modifications to the Credit Agreement in connection therewith;
WHEREAS, the Lenders have agreed to make the requested modifications on the
terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1.1 The pricing grid in the definition of "Applicable Margin" in
Section 2.6 is amended to read as follows:
Applicable Margin Applicable Margin
Prior to on and after
March 31, 1999 March 31, 1999
Ratio of Adjusted Total Base Rate Libor Base Rate
Libor Level
Debt to Adjusted EBITDAR Portions Portions Portions
Portions
I less than or equal to 3.5 to 1 0.00% 0.875% 1.25%
2.25%
II less than or equal to 4.00 to 1 0.00% 1.125% 1.50%
2.50%
but greater than 3.50 to 1
Page 1
III less than or equal to 4.50 to 1 0.00% 1.375% 1.75%
2.75%
but greater than 4.00 to 1
IV less than or equal to 4.75 to 1 0.125% 1.625% 1.75%
2.75%
but greater than 4.50 to 1
V greater than 4.75 to 1 0.125% 1.625% 2.00%
3.00%
1.2 The pricing grid for the commitment fee in Section 2.12 is
amended to read as follows:
Commitment Fee Commitment Fee
Rate prior to Rate on and after
March 31, 1999 March 31, 1999
Ratio of Adjusted Total
Debt to Adjusted EBITDAR
less than or equal to 3.5 to 1 0.200% 0.375%
less than or equal to 4.00 to 1
but greater than 3.50 to 1 0.250% 0.50%
less than or equal to 4.50 to 1
but greater than 4.00 to 1 0.250% 0.50%
less than or equal to 4.75 to 1
but greater than 4.50 to 1 0.250% 0.50%
greater than 4.75 to 1 0.375% 0.50%
1.3 Sections 5.15 and 5.16 are amended to read as follows:
5.16 Adjusted Total Debt to Adjusted EBITDAR. Maintain as of the
last day of each fiscal quarter set forth in the left hand column below a
ratio of Adjusted Total Debt to Adjusted EBITDAR for the Company and its
Consolidated Subsidiaries of no more than the applicable ratio set forth in
the right hand column below:
Fiscal Quarter Ended Required Ratio
December 31, 1998 and March 31, 1999 5.0:1
June 30, 1999 and thereafter 4.50:1
5.15 Funded Debt to Capital Ratio. Maintain as of the last day of
each fiscal quarter of Funded Debt to Capital of not more than:
Fiscal Quarter Ended Required Ratio
December 31, 1998 and March 31, 1999 0.75:1
Page 2
June 30, 1999 and thereafter 0.60:1
1.4 In the first sentence of Section 6.4, the "and" immediately preceding
clause (ix) is deleted and a new clause (x) is added at the end of the sentence
to read as follows:
; and (x) liens and security interests to secure the Additional
Working Capital Facility referenced in Section 6.1(vii), provided that any
such collateral pledged or securing the Additional Working Capital Facility
shall also secure the loans and obligations hereunder and such liens and
security interests shall be shared among the Lenders hereunder and the
lenders under the Additional Working Capital Facility on a pari passu
basis."
1.5 In Section 6.1, clause (vii) is renumbered as (viii) and a new clause
(vii) is inserted immediately following clause (vi), to read as follows:
(vii) other secured senior revolving credit indebtedness in an
aggregate principal amount of up to $5 million (the "Additional Working
Capital Facility") extended by banks and financial institutions consisting
exclusively of Lenders hereunder or their affiliates; and
1.6 Section 6.5 is amended to add at the end of the first sentence
thereof:
", except as relates to the Additional Working Capital Facility"
1.7 Consent is hereby given to the Xxxxxxx Acquisition, such consent being
required as a result of the $35 million acquisition limit contained in Section
6.8(a)(vi); provided, however, such consent is conditioned on compliance by the
Company with each of the following conditions:
(i) the total acquisition price (including indebtedness assumed
and the fair value of assets distributed) therefor, including transaction
expenses, shall not exceed $65 million; and
(ii) the Company shall otherwise comply with the provisions of
Section 6.8(a)(vi) relating to Permitted Acquisitions.
1.8 Lenders acknowledge the proposed Xxxxxxx Acquisition and consent to
the additional financing to be provided under the Lease Financing Facility in
connection therewith. Consent is further given hereby to postpone the date by
which the Company must secure additional interest rate protection coverage
pursuant to the requirements of Section 5.22 until March 31, 1999.
1.9 The clause at the end of the first sentence of Section 10.2 which
reads "; and any such assignment must be accompanied by a pro rata assignment of
the assigning Lender's participation as a Lease Financing Lender and as a Holder
under the Lease Financing Facility" is deleted.
1.10 The Lenders, by consent of the Required Lenders, authorize and direct
the Agent to enter into intercreditor agreements and other agreements and to
execute other agreements and documents as may be necessary or appropriate to
give effect to the collateral sharing provisions of Section 6.4(x) relating to
the Additional Working Capital Facility.
2. This Amendment shall be effective upon satisfaction of the following
Page 3
conditions:
(a) execution of this Amendment by the Borrowers and the Required
Lenders; and
(b) receipt by the Agent of corporate resolutions, incumbency
certificates, corporate documents and legal opinions in form and substance
reasonably satisfactory to the Agent and the Required Lenders.
3. Except as modified hereby, all of the terms and provisions of the Credit
Agreement (including Schedules and Exhibits) shall remain in full force and
effect.
4. The Borrowers agree to pay all reasonable costs and expenses of the
Agent in connection with the preparation, execution and delivery of this
Amendment, including without limitation the reasonable fees and expenses of
Xxxxx & Xxx Xxxxx, PLLC.
6. This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original and it shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.
7. This Amendment shall be deemed to be a contract made under, and for all
purposes shall be construed in accordance with the laws of the Commonwealth of
Pennsylvania.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment No. 2 to be duly executed and delivered as of the
date first above written.
CENTENNIAL HEALTHCARE TRANSITIONAL FINANCIAL SERVICES, INC.
CORPORATION PARAGON REHABILITATION, INC.
CENTENNIAL/ASHTON PROPERTIES THS PARTNERS I, INC.
CORPORATION THS PARTNERS II, INC.
CENTENNIAL HEALTHCARE TRANSITIONAL HEALTH PARTNERS
PROPERTIES CORPORATION BY: THS PARTNERS I, INC and THS
CENTENNIAL HEALTHCARE PARTNERS II, INC., its general partners
MANAGEMENT CORPORATION PARKVIEW PARTNERSHIP
CENTENNIAL ACQUISITION BY: THS PARTNERS I, INC., and THS
CORPORATION PARTNERS II, INC., its general partners
CENTENNIAL PROFESSIONAL TOTAL CARE CONSOLIDATED, INC.
THERAPY SERVICES CORPORATION TOTAL CARE, INC.
CENTENNIAL HEALTHCARE TOTAL HEALTH CARE SERVICES, INC.
INVESTMENT CORPORATION TOTAL CARE OF THE CAROLINAS, INC.
CENTENNIAL HEALTHCARE HOSPITAL HCC HOME HEALTH OF LOUISIANA, INC.
CORPORATION
TRANSITIONAL HEALTH SERVICES, INC.
Attest:
Page 4
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx
Name: Xxxxx X. Xxxxx Name: Xxxx X. Xxxx
Title: Assistant Secretary Title: Vice President
FIRST UNION NATIONAL BANK, for itself
and as Agent
By: /s/ J. Xxxx XxxXxxx, Xx.
Name: J. Xxxx XxxXxxx, Xx.
Title: Vice President
NATIONSBANK, N.A., for itself and as
Syndication Agent
By: /s/ J. Xxxxxx Xxxxx
Name: J. Xxxxxx Xxxxx
Title: Vice President
AMSOUTH BANK
By: /s/ J. Xxx Difata
Name: J. Xxx Difata
Title: Assistant V.P.
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
COOPERATIVE CENTRALE RAIFFEISEN
BOERENLEENBANK B.A.
"RABOBANK NEDERLAND,"
NEW YORK BRANCH
By: /s/ M. Xxxxxxxxx Xxxxxx
Name: M. Xxxxxxxxx Xxxxxx
Title: V.P.
By: /s/ W. Xxxxx X. Xxxxx
Name: W. Xxxxx X. Xxxxx
Title: V.P.
Page 5
EXHIBIT A
(Legal Descriptions for Xxxxxxx Properties)
OMITTED
Page 6
