Further Amendment and Consent Agreement to
Revolving Credit and Reimbursement Agreement
and Other Documents
THIS AMENDMENT AGREEMENT is made and entered into as of this 31st day of
July, 1996, by and among COMMUNITY CARE OF AMERICA, INC., a Delaware corporation
("CCA"), the following Subsidiaries of CCA: ECA HOLDINGS, INC., ECA PROPERTIES,
INC., COMMUNITY CARE OF NEBRASKA, INC., CCA OF MAINE, INC., W.S.T. CARE, INC.,
QUALITY CARE OF XXXXX, INC., QUALITY CARE OF COLUMBUS, INC., CCA ACQUISITION I,
INC., GLENWOOD/SCC, INC., MARIETTA/SCC, INC., DUBLIN/SCC, INC., MACON/SCC,
XXX.XXXXXXX PARK/SCC, INC. AND LULING/SCC, INC. (the "Old Borrowers") and
COMMUNITY CARE OF GEORGIA, INC., a Delaware corporation (the "New Borrower";
together with the Old Borrowers, the "Borrowers"), COMMUNITY CARE OF AMERICA OF
ALABAMA, INC. and CCA OF MIDWEST, INC., as Guarantors, and NATIONSBANK, NATIONAL
ASSOCIATION (SOUTH) (as successor to NationsBank of Florida, National
Association), as Agent and sole Lender ("NationsBank") under the Revolving
Credit and Reimbursement Agreement dated August 7, 1995 among the Borrowers (as
defined in the Agreement) and NationsBank.
W I T N E S S E T H:
WHEREAS, the Old Borrowers and NationsBank have entered into the Agreement
pursuant to which NationsBank as Lender has agreed to make revolving loans to
the Old Borrowers in the principal amount of up to $15,000,000 as evidenced by
the Notes (as defined in the Agreement); and
WHEREAS, as a condition to the making of the revolving loans pursuant to
the Agreement the Lenders have required that all Subsidiaries of CCA which are
not Borrowers guaranty payment of all Obligations of the Borrowers arising under
the Agreement; and
WHEREAS, the New Borrower desires to obtain working capital directly or
indirectly with the proceeds of Loans under the Loan Documents, which will
materially and directly benefit the New Borrower; and
NOW, THEREFORE, the Borrowers and NationsBank do hereby agree as follows:
1. Definitions. The term "Agreement" as used herein and in the other Loan
Documents (as defined in the Agreement) shall mean the Revolving Credit and
Reimbursement Agreement referred to above, as heretofore and hereby amended
and modified. Unless the context otherwise requires, all terms used herein
without definition shall have the definition provided therefor in the
Agreement.
2. Amendments to Agreement. Subject to the conditions hereof, the Agreement is
hereby amended, in addition to the amendments effected by Section 1 above,
as follows:
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(a) The definition of "Borrowers" in the Agreement and in each Exhibit
thereto is hereby amended to mean, collectively, the Old Borrowers (as
defined above in this Amendment) and the New Borrower (as defined
above in this Amendment).
(b) The definition of "Notes" in Section 1.01 of the Agreement is hereby
amended by deleting from such definition the reference "Exhibit
G-1996" and substituting in lieu thereof the reference "Exhibit
G-1996A".
(c) Exhibit G-1996 to the Agreement is deleted in its entirety and Exhibit
G- 1996A, in the form attached to this Amendment, is substituted in
lieu thereof.
3. Amendment to Guaranty and Subsidiary Security Agreement and Subsidiary
Consents.
(a) The definition of "Borrowers" as used in each Guaranty and Subsidiary
Security Agreement is hereby amended to mean, collectively, the Old
Borrowers and the New Borrower.
(b) Each Subsidiary of CCA that is not a Borrower that has delivered a
Guaranty to the Agent has joined in the execution of this Amendment
Agreement for the purpose of (i) agreeing to the amendments to the
Agreement and the other Loan Documents and (ii) confirming its
guarantee of payment of all the Obligations.
(c) The parties hereto agree that in the event any additional Guaranty or
Subsidiary Security Agreement shall be delivered after the date of
this Amendment, the description of the Borrowers as contained in the
forms of Guaranty and Subsidiary Security Agreement attached to the
Agreement shall be modified to give effect to the amendment effected
by this Section 3.
4. Amendments to Security Agreement and LC Account Agreement.
(a) Each of the definition of (i) "Borrowers" as used in the Security
Agreement and (ii) "Pledgors" as used in the LC Account Agreement are
hereby amended to mean, collectively, the Old Borrowers and the New
Borrower.
5. New Borrower Undertakings. The New Borrower acknowledges and agrees that it
is a party to and bound by, and shall observe, perform and fulfill all of
the obligations, undertakings and liabilities of any "Borrower" or
"Pledgor" under the Agreement, the Notes, the Security Agreement and the LC
Account Agreement to the same extent as if it were an original signatory
thereto. Without limiting the generality of the foregoing, the New Borrower
acknowledges and agrees that by its execution hereof, it is granting and
conveying to the Agent for the benefit of the Lenders a Lien upon and
security interest in certain of its property in which it now has or may
hereafter acquire an interest, pursuant to and as more particularly
described in the Security Agreement.
6. Representations and Warranties. The Borrowers (including the New Borrower)
hereby represents and warrants that:
(a) The representations and warranties made by or with respect to such
Borrower and its Subsidiaries in Article VII of the Agreement are true
on and as of the
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date hereof except that the financial statements referred to in Section
7.01(f) shall be those most recently furnished to each Lender pursuant
to Section 8.01(a) and (b);
(b) There has been no material change in the condition, financial or
otherwise, of CCA and its Subsidiaries since the date of the most
recent financial reports of CCA and its Subsidiaries received by each
Lender under Section 8.01 thereof, other than changes in the ordinary
course of business, none of which has been a material adverse change;
and
(c) The business and properties of CCA and its Subsidiaries are not, and
since the date of the most recent financial report of CCA and its
Subsidiaries received by each Lender under Section 8.01 thereof have
not been, adversely affected in any substantial way as the result of
any fire, explosion, earthquake, accident, strike, lockout,
combination of workers, flood, embargo, riot, activities of armed
forces, war or acts of God or the public enemy, or cancellation or
loss of any major contracts.
7. Conditions. This Amendment Agreement shall become effective upon
satisfaction of all of the following conditions:
(i) the Borrowers shall deliver or cause to be delivered to the Agent, the
following:
(a) four counterparts of this Amendment Agreement duly executed by
the Borrowers and consented to by each of the Subsidiaries that
is not a Borrower;
(b) a replacement Note in the form of Exhibit G-1996A attached
hereto, duly executed by the Borrowers and payable to the order
of NationsBank in the amount of the Total Revolving Credit
Commitment;
(c) an opinion of counsel for the Borrower and its Subsidiaries in
form and content acceptable to the Agent;
(d) the stock certificates evidencing ownership of the New Borrower,
with duly executed stock power in blank affixed thereto; and
(e) such other instruments and documents as the Agent may reasonably
request;
(ii) the Agent shall receive the written consent to this Amendment
Agreement of the Required Lenders; and
(iii)all instruments and documents incident to the consummation of the
transactions contemplated hereby shall be satisfactory in form and
substance to the Agent and its counsel; the Agent shall have received
copies of all additional agreements, instruments and documents which
it may reasonably request in connection therewith, including evidence
of the authority of CCA and its Subsidiaries to enter into the
transactions
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contemplated by this Amendment Agreement, such documents, when
appropriate, to be certified by appropriate corporate or governmental
authorities; and all proceedings of CCA and its Subsidiaries relating
to the matters provided for herein shall be satisfactory to the Agent
and its counsel.
8. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the
subject matter hereof, and supersedes any prior negotiations and agreements
among the parties relative to such subject matter. No promise, conditions,
representation or warranty, express or implied, not herein set forth shall
bind any party hereto, and no one of them has relied on any such promise,
condition, representation or warranty. Each of the parties hereto
acknowledges that, except as in this Amendment Agreement otherwise
expressly stated, no representations, warranties or commitments, express or
implied, have been made by any other party to the other. None of the terms
or conditions of this Amendment Agreement may be changed, modified, waived
or canceled orally or otherwise, except by writing, signed by all the
parties hereto, specifying such change, modification, waiver or
cancellation of such terms or conditions, or of any proceeding or
succeeding breach thereof.
9. Full Force and Effect of Agreement. Except as hereby specifically amended,
modified or supplemented, the Agreement and all of the other Loan Documents
are hereby confirmed and ratified in all respects and shall remain in full
force and effect according to their respective terms.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement
to be duly executed by their duly authorized officers, all as of the day and
year first above written.
BORROWERS:
COMMUNITY CARE OF AMERICA, INC.
ECA HOLDINGS, INC.
ECA PROPERTIES, INC.
COMMUNITY CARE OF NEBRASKA, INC.
CCA OF MAINE, INC.
W.S.T. CARE, INC.
QUALITY CARE OF XXXXX, INC.
QUALITY CARE OF COLUMBUS, INC.
CCA ACQUISITION I, INC.
GLENWOOD/SCC, INC.
MARIETTA/SCC, INC.
DUBLIN/SCC, INC. MACON/SCC, INC.
COLLEGE PARK/SCC, INC. LULING, INC.
COMMUNITY CARE OF GEORGIA, INC.
WITNESS:
_______________________ By: /s/__David H. Fater_______
Name: Xxxxx X. Xxxxx
_______________________ Title: Executive Vice President and
Financial Officer of
EACH OF THE NAMED CORPORATIONS
GUARANTORS:
COMMUNITY CARE OF AMERICA OF
ALABAMA, INC.
CCA OF MIDWEST, INC.
By: /s/ Xxxxx X. Fater_________
Name: Xxxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
NATIONSBANK, NATIONAL ASSOCIATION
(SOUTH), as Agent for the Lenders
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Officer
NATIONSBANK, NATIONAL ASSOCIATION
(SOUTH), as Lender
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Officer
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