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EXHIBIT 10
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT ("Amendment") is made and
entered into as of September 27, 1999 by and between CHILDREN'S COMPREHENSIVE
SERVICES, INC., a Tennessee corporation (the "Borrower"), SUNTRUST BANK,
NASHVILLE, N.A. ("SunTrust"), and such other banks and lending institutions
identified on the signature page hereof, all of which are referred to
collectively herein as the "Lenders"), and SUNTRUST BANK, NASHVILLE, N.A., in
its capacity as agent for Lenders and each successive agent for such Lenders as
may be appointed from time to time pursuant to the Credit Agreement (the
"Agent").
RECITALS:
A. Borrower, Lenders, and Agent entered into that certain Credit
Agreement dated as of December 1, 1998, as amended by a First Amendment to
Credit Agreement dated as of December 31, 1998 and a Second Amendment to Credit
Agreement dated as of April 20, 1999 (herein the Credit Agreement, as amended,
shall be referred to as the "Credit Agreement").
B. Borrower, Lenders, and Agent desire to amend the Credit Agreement as
set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 7.1.(b) of the Credit Agreement shall be amended and
restated in its entirety as follows:
(b) Fixed Charge Coverage Ratio. (i) from the date
hereof until the fiscal quarter ending December 31, 2001,
suffer or permit, as of the last day of any fiscal quarter,
the ratio of (A) the sum of: (1) Consolidated EBIT, plus (2)
Consolidated Rental Expense, minus (3) dividends paid to (B)
the sum of (1) Consolidated Interest Expense, plus (2)
Consolidated Rental Expense to be less than 3.0 to 1.0
(provided, however, that for the fiscal quarters ending
September 30, 1999, and December 31, 1999, Borrower shall not
suffer or permit such ratio to be less than 2.7 to 1.0, and
provided, however for the fiscal quarter ending on March 31,
2000, Borrower shall not suffer or permit such ratio to be
less than 2.8 to 1.0); and (ii) commencing with the fiscal
quarter ending March 31, 2002 and throughout the term of this
Agreement, suffer or permit, as of the last day of any fiscal
quarter, the ratio of (A) the sum of: (1) Consolidated EBIT,
plus (2) Consolidated Rental Expense, minus (3) dividends paid
to (B) the sum of (1) Consolidated Interest Expense, plus (2)
Consolidated Rental Expense plus (3) principal payments paid
on the Term Loans to be less than 2.0 to 1.0.
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2. Borrower reaffirms all representations and warranties under the
Credit Agreement.
3. The Credit Agreement is not amended in any other respect.
4. Borrower reaffirms its obligations under the Credit Agreement and
the Credit Documents to which it is a party, and Borrower agrees that such
obligations are valid and binding, enforceable in accordance with its terms,
subject to no defense, counterclaim, or objection.
ENTERED INTO as of the date first set forth above.
BORROWER:
CHILDREN'S COMPREHENSIVE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: VP - Finance/CFO
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AGENT:
SUNTRUST BANK, NASHVILLE, N.A., AS AGENT
By: /s/ Xxxxx Xxxx Xxxxx
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Title: SVP
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LENDERS:
SUNTRUST BANK, NASHVILLE, N.A.
By: /s/ Xxxxx Xxxx Xxxxx
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Title: SVP
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FIRST AMERICAN NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx
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Title: SVP
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