EXHIBIT 10.5
LOAN DOCUMENT MODIFICATION AGREEMENT
THIS LOAN DOCUMENT MODIFICATION AGREEMENT ("Agreement") is executed
this 28th day of September, 2006, by Rainier Home Health Care Pharmacy, Inc., a
Washington corporation ("Rainier"), Precision Healthcare, Inc., a Tennessee
corporation ("Precision"), Long Term Rx, Inc., an Indiana corporation ("Long
Term Rx"), Home Med Channel, Inc., an Indiana corporation ("Home Med"), Holland
Compounding Pharmacy, Inc., a Washington corporation ("Xxxxxxx XX"), Xxxxxxx
Drug Store, Inc., a Washington corporation ("Holland" and together with Rainier,
Precision, Long Term Rx, Home Med, and Xxxxxxx XX, the "Guarantors"), and U.S.
Health Services Corp., a Delaware corporation ("USHS", and together with the
Guarantors, the "Subsidiaries").
RECITALS
1. The Subsidiaries previously have delivered to Xxxxxxx X. Xxxxxxxx
and TCD Associates, LLC (i) an Amended and Restated Guaranty dated August 11,
2006, executed by the Guarantors (the "Guaranty") (ii) an Amended and Restated
Security Agreement dated August 11, 2006, encumbering certain personal property
of the Guarantors as described therein (the "Security Agreement"), (iii) an
Amended and Restated Pledge Agreement dated August 11, 2006, by Rainier,
pledging the securities of certain of the Guarantors (the "Guarantor Pledge
Agreement") and (iv) an Amended and Restated Pledge Agreement dated August 11,
2006, by the USHS, pledging the securities of certain of the Guarantors (the
"USHS Pledge Agreement"), and together with this Note, the Guaranty, the
Security Agreement, and the Guarantor Pledge Agreement, the "Loan Documents"),
to guaranty payment and performance of certain obligations of Standard
Management Corporation ("Parent") to Xxxxxxx X. Xxxxxxxx ("Lender") and TCD
Associates, LLC ("Landlord"), as described in the Loan Documents (the "Existing
Obligations").
2. Parent has requested Lender and Landlord to grant Parent additional
time to pay the Existing Obligations and has requested Lender to extend to
Parent an additional loan in the principal sum of $500,000.00. The Subsidiaries
will benefit, directly and indirectly, from such payment extension and
additional loan, and so are willing to guarantee and secure the payment of the
Existing Obligations and such additional loan, interest thereon, and fees and
other amounts owed to Lender in connection therewith, all on the terms set forth
in a Second Amended and Restated Secured Promissory Note in the principal sum of
$500,000, dated as of August 11, 2006, and a Secured Promissory Note in the
principal sum of $500,000, dated September 28, 2006, and executed by Parent to
the order of Lender, and in a certain letter agreement from Landlord to Parent
also dated September 28, 2006, as they may be amended, modified, renewed, or
extended from time to time.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing, the Subsidiaries
agree as follows:
1. Amendment of Guaranty. Recital paragraphs B and C of the Guaranty
are amended to read as follows:
"B. Borrower has obtained from Lender certain loans, which are
evidenced by (i) a Second Amended and Restated Secured Promissory Note
in the principal sum of $500,000, dated as of August 11, 2006, and a
Secured Promissory Note in the principal sum of $500,000, dated
September 28, 2006 (such promissory notes, as amended, modified,
renewed, or extended from time to time, being referred to collectively
here in as the "Note").
C. Guarantors previously have guaranteed the obligations of Borrower
in connection with a bridge loan under the terms of a Guaranty dated
July 27, 2006 (the "Original Guaranty").
D. Guarantors are willing and have agreed to guarantee certain
additional obligations of Borrower, as provided in the Original
Guaranty, as amended and restated by this Amended and Restated
Guaranty ("Guaranty")."
2. Amendment of Security Agreement.
(a) The first recital paragraph of the Security Agreement is amended
to read as follows:
"WHEREAS, Guarantors have executed an Amended and Restated Guaranty
dated as of the date hereof (the "Guaranty") in favor of Xxxxxxxx and
Landlord to secure the obligations of Standard Management Corporation
("Borrower") under (i) a Second Amended and Restated Secured
Promissory Note in the principal sum of $500,000, dated as of August
11, 2006, and a Secured Promissory Note in the principal sum of
$500,000, dated September 28, 2006 (such promissory notes, as amended,
modified, renewed, or extended from time to time, being referred to
collectively here in as the "Note") and under the Lease (as defined in
the Guaranty); and"
(b) Paragraph 2(a) of the Security Agreement is amended by inserting
the words "and fees payable thereunder," before the phrase "when and as due."
3. Amendment of Guarantor Pledge Agreement.
(a) The first recital paragraph of the Guarantor Pledge Agreement is
amended to read as follows:
"WHEREAS, Lender has extended to Pledgor's ultimate parent
corporation, Standard Management Corporation, an Indiana corporation
(the "Borrower"), certain loans as evidenced by (i) a Second Amended
and Restated Secured Promissory Note in the principal sum of $500,000,
dated as of August 11, 2006, and a Secured Promissory Note in the
principal sum of $500,000, dated
September 28, 2006 (such promissory notes, as amended, modified,
renewed, or extended from time to time, being referred to collectively
here in as the "Note") and"
(b) Paragraph 1(a) of the Guarantor Pledge Agreement is amended by
inserting the phrase "and fees payable thereunder," before the phrase "when and
as due."
4. Amendment of USHS Pledge Agreement.
(a) The first recital paragraph of the USHS Pledge Agreement is
amended to read as follows:
"WHEREAS, Lender has extended to Pledgor's ultimate parent
corporation, Standard Management Corporation, an Indiana corporation
(the "Borrower"), certain loans as evidenced by (i) a Second Amended
and Restated Secured Promissory Note in the principal sum of $500,000,
dated as of August 11, 2006, and a Secured Promissory Note in the
principal sum of $500,000, dated September 28, 2006 (such promissory
notes, as amended, modified, renewed, or extended from time to time,
being referred to collectively here in as the "Note") and"
(b) Paragraph 1(a) of the USHS Pledge Agreement is amended by
inserting the phrase "and fees payable thereunder," before the phrase "when and
as due."
5. Consent and Affirmation. Each of the Subsidiaries expressly
consents to the execution, delivery, and performance by the other parties hereto
of this Agreement and each of the other documents, instruments and agreements to
be executed pursuant thereto or hereto, and agrees that neither the provisions
of this Agreement, nor any action taken or not taken in accordance with the
terms of this Agreement (including, without limitation, the financial
accommodations granted by Lender and Landlord to Parent as described in Recital
paragraph 2 above) shall constitute a termination, extinguishment, release, or
discharge of any of their respective obligations under the Loan Documents, or
provide a defense, set off, or counterclaim to any of them with respect to any
of their obligations under any of the Loan Documents. Each of the Subsidiaries
hereby acknowledges and affirms that each of the Loan Documents to which it is a
party, as amended by this Agreement, remains in full force and effect is fully
binding upon it.
6. Governing Law/Entire Agreement. This Agreement is a contract made
under, and shall be governed by and construed in accordance with, the laws of
the State of Indiana applicable to contracts made and to be performed entirely
with such state and without giving effect to the choice of law principals of
such state. The Loan Documents, as amended by this Agreement, constitute and
express the entire understanding between the parties hereto with respect to the
subject matter hereof, and supersede all prior agreements and understandings,
commitments, inducements or conditions, whether expressed or implied, oral or
written.
IN WITNESS WHEREOF, the Subsidiaries have caused this Loan Document
Modification Agreement to be executed as of the day and year first above
written.
Rainier Home Health Care
Pharmacy, Inc.
By: /s/ Xxxxxx X. Xxxxxx
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Printed: Xxxxxx X. Xxxxxx
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Title: Chairman, President and CEO
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Precision Healthcare, Inc.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Printed: Xxxxxx X. Xxxxxx
-------------------------------
Title: Chairman, President and CEO
---------------------------------
Long Term Rx, Inc.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Printed: Xxxxxx X. Xxxxxx
-------------------------------
Title: Chairman, President and CEO
---------------------------------
Home Med Channel, Inc.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Printed: Xxxxxx X. Xxxxxx
-------------------------------
Title: Chairman, President and CEO
---------------------------------
Holland Compounding Pharmacy, Inc.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Printed: Xxxxxx X. Xxxxxx
-------------------------------
Title: Chairman, President and CEO
---------------------------------
Holland Drug Store, Inc.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Printed: Xxxxxx X. Xxxxxx
-------------------------------
Title: Chairman, President and CEO
---------------------------------
U.S. Health Services Corp.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Printed: Xxxxxx X. Xxxxxx
-------------------------------
Title: Chairman, President and CEO
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