EXHIBIT 10.2
FIRST AMENDMENT
THIS FIRST AMENDMENT (this "Amendment") dated as of January 16, 2004 to
the Credit Agreement referenced below is by and among PSYCHIATRIC SOLUTIONS,
INC., a Delaware corporation (the "Borrower"), the Guarantors identified on the
signature pages hereto, the Lenders identified on the signature pages hereto and
BANK OF AMERICA, N.A., as Administrative Agent.
WITNESSETH
WHEREAS, a revolving credit facility of up to $50 million has been
extended to the Borrower pursuant to the terms of that Credit Agreement (as
amended, modified and supplemented from time to time, the "Credit Agreement")
dated as of January 6, 2004 among the Borrower, the Guarantors identified
therein, the Lenders identified therein and the Administrative Agent; and
WHEREAS, the Borrower has requested that the Required Lenders agree to
certain modifications of the Credit Agreement and the Required Lenders have
agreed to the requested modifications on the terms and conditions set forth
herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein but not otherwise defined
herein shall have the meanings provided to such terms in the Credit Agreement.
2. Amendments. The Credit Agreement is amended in the following respects:
2.1 In the definition of "Borrowing Base" in Section 1.01 of the Credit
Agreement, the word "value" is added immediately after the word "book" in clause
(b)(i).
2.2 In the definition of "Consolidated Total Leverage Ratio" in Section
1.01 of the Credit Agreement, the phrase "if positive," is added immediately
before "the sum of" in clause (ii).
2.3 The definition of "Swing Line Lender" in Section 1.01 of the Credit
Agreement is amended to read as follows:
"Swing Line Lender" means (a) Bank of America in its capacity as
provider of Swing Line Loans, (b) any other Lender acceptable to the
Administrative Agent and the Borrower that agrees to provide Swing
Line Loans or (c) in each case, any successor swing line lender
hereunder.
3. Joinder of New Lenders. The Borrower has the right to increase the
Aggregate Revolving Commitments to up to $50 million with new Revolving
Commitments from any Person acceptable to the Administrative Agent. Each of
Xxxxxx Commercial Paper, Inc., General Electric Capital Corporation, AmSouth
Bank and SunTrust Bank (collectively, the "New Lenders") hereby agrees to
provide a Revolving Commitment under the Credit Agreement in the amount set
forth on the new Schedule 2.01 to the Credit Agreement attached hereto. The
Borrower, the Guarantors and the New Lenders hereby acknowledge, agree and
confirm that each New Lender shall from and after the date hereof be deemed to
be a party to the Credit Agreement and a "Lender" for all purposes of the Credit
Agreement, and shall have all of the rights and obligations of a Lender under
the Credit Agreement as if such New Lender had executed the Credit Agreement.
4. New Schedule 2.01. Schedule 2.01 to the Credit Agreement is replaced
with the new Schedule 2.01 attached hereto.
5. Conditions Precedent. This Amendment shall become effective as of the
date hereof upon satisfaction of each of the following conditions: ,
(a) receipt by the Administrative Agent of counterparts of this
Amendment executed by the Borrower, the Guarantors and the Lenders
(including the New Lenders); and
(b) receipt by the Administrative Agent of all fees due in
connection with this Amendment.
6. Reaffirmation of Representations and Warranties. The Borrower
represents and warrants that the representations and warranties set forth in the
Loan Documents are true and correct as of the date hereof (except those that
expressly relate to an earlier period).
7. Reaffirmation of Guaranty. Each Guarantor (i) acknowledges and consents
to all of the terms and conditions of this Amendment, (ii) affirms all of its
obligations under the Loan Documents and (iii) agrees that this Amendment and
all documents executed in connection herewith do not operate to reduce or
discharge such Guarantor's obligations under the Credit Agreement or the other
Loan Documents.
8. Reaffirmation of Security Interests. The Borrower and each Guarantor
(i) affirms that each of the Liens granted in or pursuant to the Loan Documents
are valid and subsisting and (ii) agrees that this Amendment shall in no manner
impair or otherwise adversely effect any of the Liens granted in or pursuant to
the Loan Documents.
9. No Other Changes. Except as modified hereby, all of the terms and
provisions of the Loan Documents shall remain in full force and effect.
10. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Amendment to
produce or account for more than one such counterpart.
11. Governing Law. This Amendment shall be deemed to be a contract made
under, and for all purposes shall be construed in accordance with, the laws of
the State of New York.
[Signature Pages Follow]
2
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.
BORROWER:
PSYCHIATRIC SOLUTIONS, INC., a Delaware corporation
By: /s/ Xxxxx Xxxxxx
---------------------
Name: Xxxxx Xxxxxx
Title: Vice President, Treasurer & Investor Relations
GUARANTORS:
AERIES HEALTHCARE CORPORATION, a Delaware corporation
AERIES HEALTHCARE OF ILLINOIS, INC., an Illinois corporation
BOUNTIFUL PSYCHIATRIC HOSPITAL, INC., a Utah corporation
COLLABORATIVE CARE CORPORATION, a Tennessee corporation
EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION, a North Carolina corporation
GREAT PLAINS HOSPITAL, INC., a Missouri corporation
GULF COAST TREATMENT CENTER, INC., a Florida corporation
H.C. CORPORATION, an Alabama corporation
HAVENWYCK HOSPITAL INC., a Michigan corporation
HSA HILL CREST CORPORATION, an Alabama corporation
HSA OF OKLAHOMA, INC., an Oklahoma corporation
INFOSCRIBER CORPORATION, a Delaware corporation
LAURELWOOD CENTER, INC., a Mississippi corporation
MICHIGAN PSYCHIATRIC SERVICES, INC., a Michigan corporation
PREMIER BEHAVIORAL SOLUTIONS, INC., a Delaware corporation
PREMIER BEHAVIORAL SOLUTIONS OF ALABAMA, INC., a Delaware corporation
PSI CEDAR SPRINGS HOSPITAL, INC., a Delaware corporation
PSI COMMUNITY MENTAL HEALTH AGENCY MANAGEMENT, INC., a Tennessee corporation
PSI-EAP, INC., a Delaware corporation
PSIHOSPITALS, INC., a Delaware corporation
PSYCHIATRIC MANAGEMENT RESOURCES, INC., a California corporation
PSYCHIATRIC PRACTICE MANAGEMENT OF ARKANSAS, INC., a Tennessee corporation
PSYCHIATRIC SOLUTIONS HOSPITALS, INC., a Delaware corporation
PSYCHIATRIC SOLUTIONS OF ALABAMA, INC. a Tennessee corporation
PSYCHIATRIC SOLUTIONS OF ARIZONA, INC., a Delaware corporation
PSYCHIATRIC SOLUTIONS OF FLORIDA, INC., a Tennessee corporation
PSYCHIATRIC SOLUTIONS OF LOUISIANA, INC., a Delaware corporation
PSYCHIATRIC SOLUTIONS OF NORTH CAROLINA, INC., a Tennessee corporation
PSYCHIATRIC SOLUTIONS OF OKLAHOMA, INC., a Delaware corporation
PSYCHIATRIC SOLUTIONS OF TENNESSEE, INC., a Tennessee corporation
RAMSAY MANAGED CARE, INC., a Delaware corporation
By: /s/ Xxxxx Xxxxxx
-----------------
Name:
Title:
[SIGNATURE PAGES CONTINUE]
RAMSAY TREATMENT SERVICES, INC., a Delaware corporation
RAMSAY YOUTH SERVICES OF FLORIDA, INC., a Delaware corporation
RAMSAY YOUTH SERVICES OF GEORGIA, INC., a Delaware corporation
RAMSAY YOUTH SERVICES OF SOUTH CAROLINA, INC., a Delaware corporation
RHCI SAN ANTONIO, INC., a Delaware corporation
SOLUTIONS CENTER OF LITTLE ROCK, INC., a Tennessee corporation
SUNSTONE BEHAVIORAL HEALTH, INC., a Tennessee corporation
THE COUNSELING CENTER OF MIDDLE TENNESSEE, INC., a Tennessee corporation
TRANSITIONAL CARE VENTURES, INC., a Delaware corporation
TRANSITIONAL CARE VENTURES (TEXAS), INC., a Delaware corporation
PSI TEXAS HOSPITALS, LLC, a Texas limited liability company
THERAPEUTIC SCHOOL SERVICES, LLC, an Oklahoma limited liability company
By: /s/ Xxxxx Xxxxxx
----------------
Name:
Title:
NEURO INSTITUTE OF AUSTIN, L.P., a Texas limited partnership
TEXAS CYPRESS CREEK HOSPITAL, L.P., a Texas limited partnership
TEXAS XXXXXX XXXXX HOSPITAL, L.P., a Texas limited partnership
TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P., a Texas limited partnership
TEXAS SAN MARCOS TREATMENT CENTER, L.P., a Texas limited partnership
TEXAS WEST OAKS HOSPITAL, L.P., a Texas limited partnership
By: PSI TEXAS HOSPITALS, LLC, its general partner
By: /s/ Xxxxx Xxxxxx
-----------------
Name:
Title:
H.C. PARTNERSHIP, an Alabama general partnership
By: H.C. CORPORATION, its general partner
HSA HILL CREST CORPORATION, its general partner
By: /s/ Xxxxx Xxxxxx
-----------------
Name:
Title:
[SIGNATURE PAGES CONTINUE]
ADMINISTRATIVE AGENT: BANK OF AMERICA, NA.,
as Administrative Agent
By: /s/ Xxxxxxxx Xxxxxxx
---------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
LENDERS: BANK OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swing Line Lender
By: /s/ Xxxxxxxxx X. Xxxx
---------------------
Name: Xxxxxxxxx X. Xxxx
Title: SVP
XXXXXX COMMERCIAL PAPER, INC.
By: /s/ Xxxxxxx Xxxxx
---------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxx
Title: Its Duly Authorized Signatory
AMSOUTH BANK
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SUNTRUST BANK
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
