Exhibit 10.3
AMENDMENT
AMENDMENT (this "Amendment"), dated as of February 22, 2000, among
VANTAS INCORPORATED, a corporation organized and existing under the laws of
the State of Nevada (the "Borrower"), the financial institutions party to the
Credit Agreement referred to below (the "Banks"), and PARIBAS, as agent (the
"Agent").
W I T N E S S E T H:
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WHEREAS, the Borrower, the Banks and the Agent are parties to an
Amended and Restated Credit Agreement, dated as of January 16, 1997, amended
and restated as of November 6, 1998, further amended and restated as of August
3, 1999, and amended as of January 19, 2000 (as amended, modified and
supplemented to the date hereof, the "Credit Agreement");
WHEREAS, the Banks and the Agent wish to amend certain financial
covenants in the Credit Agreement;
NOW, THEREFORE, IT IS AGREED:
Section 1. Defined Terms. In this Amendment, unless
something in the subject matter or context is inconsistent:
(i) terms defined in the description of the parties or in
the recitals have the meanings given to them in the description or recitals,
as applicable; and
(ii) all other capitalized terms have the respective
meanings given to them in the Credit Agreement.
Section 2. Amendment.
2.01 Fixed Charge Coverage Ratio. Section 8.09 of the Credit
Agreement shall be amended by deleting such section in its entirety and
replacing it with the following:
"The Borrower will not permit the Fixed Charge Coverage
Ratio for any fiscal quarter (other than the fiscal quarter ended December 31,
1999) to be less than 1.00 to 1.00, and shall not permit the Fixed Charge
Coverage Ratio for the fiscal quarter ended December 31, 1999 to be less than
0.30 to 1.00."
2.02 Interest Coverage Ratio. Section 8.10 of the Credit
Agreement shall be amended by deleting the ratio 3.15:1.00 for the fiscal
quarter ended December 31, 1999 and replacing it with the ratio 2.35:1.00.
2.03 Consolidated Indebtedness to Consolidated EBITDA.
Section 8.11 of the Credit Agreement shall be amended by deleting the ratio
2.95:1.00 for the fiscal quarter ended December 31, 1999 and replacing it with
the ratio 3.80:1.00.
Section 3. General
3.01 Confirmation. In order to induce the Agent and the
Banks to enter into this Amendment, the Borrower hereby represents and
warrants that on the Amendment Effective Date, after giving effect to this
Amendment and the transactions contemplated hereby, (i) no Default or Event of
Default shall exist and (ii) all of the representations and warranties
contained in the Credit Agreement shall be true and correct in all material
respects, with the same effect as though such representations and warranties
had been made on and as of the Amendment Effective Date.
3.02 Fee. In order to induce the Banks to enter into this
Amendment, the Borrower hereby agrees to pay to each Bank which executes and
delivers a counterpart of this Amendment to the Agent on or before 5:00pm (New
York time) on February 22, 2000, a fee equal to .15 of 1% of the sum of (i)
such Bank's Revolving Loan Commitment on the Amendment Effective Date and (ii)
the aggregate outstanding principal amount of such Bank's Term Loans and
Acquisition Loans on the Amendment Effective Date, with such fee to be earned
on the Amendment Effective Date and payable on the Business Day immediately
thereafter.
3.03 Amendment Effective Date. This Amendment shall
become effective on the date (the "Amendment Effective Date") when each of
the following conditions have been met:
(i) The Borrower and the Required Banks shall have executed
a copy hereof (whether the same or different copies) and shall have delivered
the same to the Agent and
(ii) The Borrower shall have paid to the Agent all cost and
expenses (including reasonable legal fees and expenses) then due and payable.
3.04 Conflicts. This Amendment is limited as specified and
shall not constitute a modification, acceptance or waiver of any other
provision of the Credit Agreement.
3.05 Counterpart. This Amendment may be executed in any
number of counterparts and by 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 Agent.
3.06 Governing Law. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
VANTAS INCORPORATED
(formerly known as Alliance National
Incorporated)
By: /s/ Xxxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxxxx
Title: President and Chief Operating
Officer
PARIBAS, Individually and as Agent
By: Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Director/Merchant Banking
Group
FIRST SOURCE FINANCIAL LLP
By: First Source Financial, Inc.,
its Agent/Manager
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
IBJ WHITEHALL BANK & TRUST
COMPANY
(formerly, IBJ Xxxxxxxx Bank
& Trust Company)
By: /s/ Xxxxx Xxxxxxx
--------------------
Name: Xxxxx Xxxxxxx
Title: Associate
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.,
as its investment manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
PARIBAS CAPITAL FUNDING LLC
By: /s/ M. Xxxxxx Xxxxxxxxx
-----------------------
Name: M. Xxxxxx Xxxxxxxxx
Title: Director
EUROPEAN AMERICAN BANK
By: /s/ Xxxx Xxxxxx
---------------------
Name: Xxxx Xxxxxx
Title: Assistant Vice President
BHF (USA) CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxx
----------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxx Xx
----------------------------
Name: Xxxxx Xx
Title: Associate
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE INC.
By: /s/ Xxxxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Executive Vice President
By: /s/ Xxxxxxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Senior Associate
XXXXXX-FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
BALANCED HIGH-YIELD FUND II
LIMITED
By: BHF (USA) Capital Corporation,
as attorney-in-fact
By: /s/ Xxxxx Xxxxxx
------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxx Xx
------------------------------
Name: Xxxxx Xx
Title: Associate
SRF TRADING, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
KZH ING-2 LLC
By:___________________
Name:
Title:
THE ING CAPITAL SENIOR SECURED HIGH
INCOME FUND, L.P.
By: ING Capital Advisors LLC
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President &
Portfolio Manager
PACIFICA PARTNERS I, L.P.
By: Imperial Credit Management, Inc.
as Investment Manager
By: /s/ Xxxx X. Xxxxxx
--------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXX XXX & XXXXXXX CLO I, LTD.
By: Xxxxx Xxx & Farnham Incorporated
as Portfolio Manager
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
PROVIDENT BANK
By:___________________
Name:
Title:
