EXHIBIT 10.19
Execution Copy
NINTH AMENDMENT
TO CREDIT AGREEMENT
NINTH AMENDMENT TO CREDIT AGREEMENT, dated as of October 1, 1999 (this
"Amendment"), among UNIVERSAL HOSPITAL SERVICES, INC., a Minnesota corporation
(the "Borrower"), the financial institutions party to the Credit Agreement
described below (the "Banks") and BANKERS TRUST COMPANY, as Administrative
Agent. All capitalized terms used herein and not otherwise defined shall have
the respective meanings provided such terms in the Credit Agreement referred to
below.
WITNESSETH:
WHEREAS, the Borrower, the Banks and the Administrative Agent are parties
to a Credit Agreement, dated as of February 25, 1998 (as amended, modified and
supplemented through, but not including, the date hereof, the "Credit
Agreement");
WHEREAS, the parties hereto wish to amend the credit Agreement as herein
provided; and
NOW, THEREFORE, it is agreed:
1. Section 8.02 of the Credit Agreement is hereby amended by (i) deleting
the word "and" appearing at the end of the subclause (n) thereof, (ii) deleting
the period appearing at the end of the sub-clause (o) thereof and inserting the
test ",and" in lieu thereof, and (iii) inserting the following text immediately
after sub-clause (o) thereof:
"(p) the Borrower may enter into an agreement to consummate the
purchase or acquisition at a future time of Vital Choice Medical Systems,
Inc., subject to the approval of the Required Banks prior to the
consummation of such purchase or acquisition."
2. Section 8.05(a) of the Credit Agreement is hereby amended by deleting
the text "$31,700,000" appearing in the "Amount" column opposite the period for
"Fiscal Year ending December 31, 1999" and inserting in its stead the text
"$42,000,000."
3. This Amendment is limited precisely as written and shall not be deemed
to be a consent to or modification of any other term or condition of the Credit
Agreement, the other Credit Documents or any of the instruments or agreements
referred to therein.
4. In order to induce the Banks to enter into this Amendment, the Borrower
hereby represents and warrants that (x) no Default or Event of default exists on
the Ninth Amendment Effective Date (as defined below) both before and
after giving effect to this Amendment and (y) all of the representations and
warranties contained in the Credit Documents shall be true and correct in all
material respects on the Ninth Amendments Effective Date both before and after
giving effect to this Amendment with the same effect as though such
representations and warranties had been made on and as of the Ninth Amendment
Effective Date (it being understood that any representation or warranty made as
of a specific date, including, but not limited to, the representations and
warranties contained in Section 6.22 of the Credit Agreement, shall be true and
correct in all material respects as of such specific date.)
5. This Amendment shall become effective on the date that the Borrower and
the Required Banks shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of
telecopier) the same to the Administrative Agent at its Notice Office (such
effective date referred to above is herein called the "Ninth Amendment Effective
Date").
6. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower and the Administrative Agent.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.
8. From and after the Ninth Amendment Effective Date, all references in the
Credit Agreement and each of the Credit Documents to the Credit Agreement or
each of the Credit Documents shall be deemed to be references to such Credit
Agreement or each of the Credit Documents as amended hereby.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
UNIVERSAL HOSPITAL SERVICES, INC.
By:
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Title: Vice President, Finance and
Chief Financial Officer
BANKERS TRUST COMPANY,
Individually as Administrative Agent
By:
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Title: Principal
XXXXXX FINANCIAL, INC.
By:
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Title: Senior Vice President
FLEET NATIONAL BANK
By:
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Title: Assistant Vice President
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