1
NOVACARE, INC.
0000 XXXX XXXXX XXXXXX
XXXX XX XXXXXXX, XX 00000
February 24, 1998
PNC Bank, National Association,
as Agent
One PNC Plaza
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxxx, Vice President
RE: Fourteenth Amendment to Credit Agreement (the "Fourteenth
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) Section 8.02(d) [Liquidations, Mergers,
Consolidations, Acquisitions] is hereby amended by deleting in its entirety
subsection (ii)(g) and inserting in lieu thereof, the following:
2
"(g) the Consideration paid by the Loan
Parties for each Permitted Acquisition shall not exceed Thirty Million
Dollars ($30,000,000), and after giving effect to such Permitted
Acquisition, the Consideration paid by the Loan Parties for all
Permitted Acquisitions made during the current fiscal year of the Loan
Parties shall not exceed Two Hundred Twenty-Five Million Dollars
($225,000,000) in the fiscal year of the Loan Parties ending June 30,
1998 and One Hundred Fifty Million Dollars ($150,000,000) in each
fiscal of the Loan Parties thereafter (the "Annual Permitted
Acquisition Amount") provided that in no event shall the portion of the
Annual Permitted Acquisition Amount utilized to make Permitted
Acquisitions of physician practices in the specialty of occupational
medicine exceed Forty Million Dollars ($40,000,000) in any fiscal year
and in no event shall the portion of the Annual Permitted Acquisition
Amount utilized to make Permitted Acquisitions of Professional
Employment Organizations in any fiscal year prior to the fiscal year
during which the Spin-Off Consummation occurs exceed Forty-Five Million
Dollars ($45,000,000). Notwithstanding anything in this Agreement to
the contrary, for periods on or after March 31, 1997, no portion of the
Annual Permitted Acquisition Amount shall be utilized to make Permitted
Acquisitions of Professional Employment Organizations, and"
2. Conditions of Effectiveness.
The effectiveness of this Fourteenth Amendment is expressly conditioned
upon (i) the Agent's receipt of counterparts of this Fourteenth Amendment duly
executed by the Borrowers, the Guarantors, the Banks.
This Fourteenth 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 2.
3. Consent of Required Banks.
Pursuant to Section 11.01 of the Credit Agreement, this Fourteenth
Amendment shall require the written consent of the Required Banks.
4. Full Force and Effect.
Except as expressly modified and amended by this Fourteenth 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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5. 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 Fourteenth
Amendment which are payable by the Borrowers as provided in Section 10.05 of the
Credit Agreement.
6. Counterparts.
This Fourteenth 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.
7. Governing Law.
This Fourteenth 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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4
[Signature Page 1 of 8 to Fourteenth Amendment]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this 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 Xxxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx
[Seal] Xxxxxxx X. XxXxxxxx [Name], the Vice
President and Treasurer [Title] of
each Borrower and Guarantor listed on
Schedule 6.01(c) of the Credit Agreement
(which Schedule is attached hereto as
Exhibit II), 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 8 to Fourteenth Amendment]
AGENT:
PNC BANK, NATIONAL ASSOCIATION, as
Agent
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Title: Asst. Vice President
-------------------------------
Address for Notices:
One PNC Plaza
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Regional Healthcare Group
Telephone No. (000) 000-0000
BANKS:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Title: Asst. Vice President
-------------------------------
Address for Notices:
One PNC Plaza
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Regional Healthcare Group
Telephone No. (000) 000-0000
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[Signature Page 3 of 8 to Fourteenth Amendment]
CORESTATES BANK, N.A.
By: /s/ Xxxxxxx X. XxXxxxx
-------------------------------------
Name: Xxxxxxx X. XxXxxxx
-----------------------------------
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
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President
-----------------------------------
Address for Notices:
One First Union Center
000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Xxxxxxx Xxxxx
Assistant Vice President
Telephone No. (000) 000-0000
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[Signature Page 4 of 8 to Fourteenth Amendment]
FLEET NATIONAL BANK
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Address for Notices:
Health Care and Institutions Group
Fleet Center MA BOF 00X
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
Vice President
Telephone No. (000) 000-0000
MELLON BANK, N.A.
By: /s/ Xxxxxxx Tuncuffe
-------------------------------------
Name: Xxxxxxx Tuncuffe
-----------------------------------
Title: AVP
----------------------------------
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: Xxxxxxx Xxxxxxxx
Assistant Vice President
Telephone No. (000) 000-0000
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[Signature Page 5 of 8 to Fourteenth Amendment]
NATIONSBANK, N.A.
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Name: Xxxxx Xxxxxx
-----------------------------------
Title: Vice President
----------------------------------
Address for Notices:
Healthcare Finance Group
Xxx XxxxxxxXxxx Xxxxx
Xxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Xxxxx Xxxxxx
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:
Northeast 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 6 of 8 to Fourteenth Amendment]
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
Address for Notices:
Healthcare Banking Group
0-1101, 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
BANK ONE, KENTUCKY, NA
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President
---------------------------------
Address for Notices:
Internal Zip KY1-2216
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Xxxx Xxxxxx
Xx. Vice President
Telephone No. (000) 000-0000
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[Signature Page 7 of 8 to Fourteenth Amendment]
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxx
-------------------------------------
Name: Xxxxxxx Xxxx
-----------------------------------
Title: Vice President
----------------------------------
Address for Notices:
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No. (000) 000-0000
Attention: Xxxxxx X'Xxxxx
Assistant Vice President
Telephone No. (000) 000-0000
CRESTAR BANK
By: /s/ Xxxxx XxXxxxx
-------------------------------------
Name: Xxxxx XxXxxxx
-----------------------------------
Title: Vice President
----------------------------------
Address for Notices:
000 Xxxx Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Xxxxx XxXxxxx
Vice President
Telephone No. (000) 000-0000
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[Signature Page 8 of 8 to Fourteenth Amendment]
BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxxx X. Xxxx
-----------------------------------
Title: Vice President
----------------------------------
Address for Notices:
US Corp. Banking Division
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Telecopier No. (000) 000-0000
Attention: Xxx Xxxxx
Vice President
Telephone No. (000) 000-0000
AMSOUTH BANK
By: /s/ J. Xxx DiFetta
-------------------------------------
Name: J. Xxx DiFetta
-----------------------------------
Title: Commercial Banking Officer
----------------------------------
Address for Notices:
0000 0xx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Xxx XxXxxxx
Commercial Banking Officer
Telephone No. (000) 000-0000
00
XXXXX XX XXXXXXX
XXXXXX XX XXXXXX
Xx the 17th day of February, 1998 personally appeared Xxxxx Xxxxxxx, as
the Vice President of SunTrust Bank, Central Florida, National Association, and
before me executed the attached Fourteenth Amendment and Consent dated as of
2/24, 1998 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/ Xxxxx Xxxxx
----------------------------------------------------
Signature of Notary Public, State of Georgia
Xxxxx Xxxxx
(Print, Type or Stamp Commissioned Name of Notary
Public) Personally known ____X_____; OR Produced
Identification Type of identification produced:
