Exhibit 10.1
SECOND AMENDMENT
Dated as of April 23, 1998
To the banks, financial institutions and other institutional lenders
(collectively, the "Lender Parties") parties to the Credit Agreement
referred to below and to NationsBank, N.A., as administrative agent (the
"Administrative Agent") for the Lenders
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of October 31, 1997,
as amended by the Letter Amendment dated as of January 14, 1998 (as so amended,
the "Credit Agreement"), among the undersigned and you. Capitalized terms not
otherwise defined in this Letter Amendment have the same meanings as specified
in the Credit Agreement.
It is hereby agreed by you and us as follows:
The Credit Agreement is, effective as of the date of this
Letter Amendment, hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by
deleting the proviso in the definition of "Leverage Ratio" and
replacing such proviso with the following:
"provided, however, that for the fiscal quarter of the
Borrower ended January 31, 1998 and for the fiscal quarters
ending on April 30, 1998 and July 31, 1998, Consolidated
EBITDA for the fiscal quarters then ended shall be the actual
Consolidated EBITDA for the period since November 1, 1997
multiplied by a fraction the numerator of which is four and
the denominator of which is the number of fiscal quarters that
have elapsed since November 1, 1997."
(b) The definition of "Applicable Margin" in Section 1.01 is
hereby amended in full to read as follows:
"`Applicable Margin' means a percentage per annum determined
by the Leverage Ratio as set forth below:
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Eurodollar Rate Advances Alternate Base Rate Advances
------------------------ ----------------------------
Level I
less than 2.00:1 1.375% 0.375%
Level II
2.00:1 or greater,
but less than 2.50:1 1.625% 0.625%
Level III
2.50:1 or greater,
but less than 3.00:1 2.00% 1.00%
The Applicable Margin for each Alternate Base Rate Advance shall be
determined by reference to the ratio in effect from time to time and
the Applicable Margin for each Eurodollar Rate Advance shall be
determined by reference to the ratio in effect on the first day of each
Interest Period for such Advance, provided, however, that no change in
the Applicable Margin shall be effective until three Business Days
after the date on which the Administrative Agent receives financial
statements pursuant to Section 5.03(c) or (d) and a certificate of the
chief financial officer of the Borrower demonstrating such ratio".
(c) Section 2.05(b)(ii) is hereby replaced in its entirety
with the phrase "[Intentionally Omitted]".
(d) Section 2.14 of the Credit Agreement is hereby amended by
adding to the end thereof the phrase "and to finance the purchase or
other acquisition of capital stock of the Borrower permitted by Section
5.02(g)".
(e) Section 5.02(g) of the Credit Agreement is hereby amended
by adding to the end thereof the following clause to the end of the
first sentence thereof:
"and (iv) the Borrower may purchase or otherwise
acquire its capital stock in an aggregate amount not
to exceed $20,000,000 from and after April 30, 1998."
(f) Section 5.04(a) of the Credit Agreement is hereby amended
by replacing the chart therein with the following chart:
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"Quarter Ending On Minimum EBITDA
------------------ --------------
April 30, 1998 $ 9,100,000
July 31, 1998 $10,800,000
October 31, 1998 $13,400,000
January 31, 1998 and
thereafter $13,800,000."
(g) Section 5.04(f) of the Credit Agreement shall be amended
by adding to the end thereof the following proviso:
"; provided, however, that, in calculating the net
worth of the Borrower in accordance with the
provisions of this Section 5.04(f), any purchase or
other acquisition of capital stock of the Borrower
permitted by the provisions of Section 5.02(g) shall
be excluded."
This Second Amendment shall become effective as of the date
first above written when, and only when, the Administrative Agent shall have
received counterparts of this Second Amendment executed by the undersigned and
all of the Lenders or, as to any of the Lenders, advice satisfactory to the
Administrative Agent that such Lender has executed this Second Amendment, and
the consent attached hereto executed by the Loan Parties (other than the
Borrower). This Second Amendment is subject to the provisions of Section 8.01 of
the Credit Agreement.
On and after the effectiveness of this Second Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the Notes and each of the other Loan Documents to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by
this Second Amendment.
The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Second Amendment, are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended this Second Amendment. The execution,
delivery and effectiveness of this Letter Amendment, shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender Party or the Administrative Agent under any of the Loan Documents,
nor constitute a waiver of any provision of any of the Loan Documents.
If you agree to the terms and provisions hereof, please
evidence such agreement by executing and returning at least two counterparts of
this Second Amendment to Xxxxx X. X'Xxxxxxxx, Xxxxxxxx & Sterling, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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This Second Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Second Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Second
Amendment.
This Letter Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
Very truly yours,
PHP HEALTHCARE
CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Title: Executive Vice President and
Chief Financial Officer
Agreed as of the date first above written:
NATIONSBANK, N.A.
as Administrative Agent and as Lender
By /s/ Xxxxx Xxxxxx
----------------------------
Title: Vice President
CONSENT
Dated as of April 23, 1998
Each of the undersigned, as a Loan Party under the Loan Documents (as
defined in the Credit Agreement referred to in the foregoing Letter Amendment)
hereby consents to such Second Amendment and hereby confirms and agrees that (a)
notwithstanding the effectiveness of such Second Amendment, each Loan Document
to which such Loan Party is a party is, and shall continue to be, in full force
and effect and is hereby ratified and confirmed in all respects, except that, on
and after the effectiveness of such Second Amendment, each reference in each
such Loan Document to the "Credit Agreement", "thereunder", "thereof" or words
of like import shall mean and be a reference to the Credit Agreement, as amended
by such Second Amendment, and (b) the Collateral Documents to which such Loan
Party is a party and all of the Collateral described therein do, and shall
continue to, secure the payment of all of the Secured Obligations (as defined
therein).
HEALTH COST CONSULTANTS, INC.
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Chief Financial Officer
Address:
PHP/CHE, INC.
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Chief Financial Officer
Address:
PHP/IHS, INC.
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Chief Financial Officer
Address:
PHP LOUISIANA, INC.
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Chief Financial Officer
Address:
PHP NJ MSO, INC.
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Chief Financial Officer
Address:
PINNACLE HEALTH ENTERPRISES, L.L.C.
By PHP HEALTHCARE CORPORATION
as Member
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Chief Financial Officer
Address:
By PHP NJ MSO, Inc.
as Member
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Chief Financial Officer
Address:
