Exhibit 10.12
FIFTH AMENDMENT TO
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
February 23, 2000
Reference is made to that certain Debtor-In-Possession Credit Agreement
dated as of September 13, 1999 (as heretofore amended, supplemented or otherwise
modified, the "DIP Credit Agreement"), by and among Vencor, Inc., a Delaware
corporation ("Vencor"), and Vencor Operating, Inc., a Delaware corporation
("Vencor Opco"), each as debtor and debtor-in-possession, and each of Vencor's
subsidiaries listed on the signature pages thereof, each as debtor and
debtor-in-possession (each such subsidiary, Vencor and Vencor Opco individually
referred to herein as a "Borrower" and, collectively, on a joint and several
basis, as the "Borrowers"); the Lenders listed on the signature pages thereof;
and Xxxxxx Guaranty Trust Company of New York, as arranger, collateral agent and
administrative agent (in such capacity, "Administrative Agent") for the Lenders,
and as an issuing bank for Letters of Credit thereunder. Capitalized terms used
herein without definition herein shall have the meanings assigned to such terms
in the DIP Credit Agreement.
Borrowers have requested that Lenders (i) extend the termination date
of the Commitments, (ii) extend the deadline for filing a plan of reorganization
acceptable to the Required Lenders in the Cases, (iii) amend certain financial
covenants, and (iv) make certain other amendments to the DIP Credit Agreement,
in each case as more fully set forth below. Accordingly, Borrowers and the
undersigned Lenders hereby agree as follows:
1. The definition of "Borrowing Base" in Section 1.01 of the DIP Credit
Agreement is hereby amended by deleting the final row of the table contained
therein and substituting therefor the following:
March 2000 $67,842,386
April 2000 $67,842,386
May 2000 $67,842,386
June 2000 $67,842,386
2. The definition of "Stated Maturity Date" in Section 1.01 of the DIP
Credit Agreement is hereby amended by deleting the reference to "March 13, 2000"
contained therein and substituting therefor "June 30, 2000".
3. Section 1.01 of the DIP Credit Agreement is hereby amended by
inserting therein the following definitions, in alphabetical order:
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"Eligible Receivables Report" means a report substantially in the
form of Exhibit L annexed hereto delivered by the Borrowers to the
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Administrative Agent pursuant to Section 5.01(r).
"Fifth Amendment" means that certain Fifth Amendment to Debtor-
In-Possession Credit Agreement dated as of February 23, 2000, by and
among the Borrowers, the Collateral Agent, the Administrative Agent
and the Lenders.
"Fifth Amendment Effective Date" has the meaning assigned to that
term in the Fifth Amendment.
4. Section 2.01(c) of the DIP Credit Agreement is hereby amended by
deleting clause (B) therefrom in its entirety and substituting therefor the
following:
"(B) in no event shall the Outstanding Tranche A Amount of all
Lenders exceed the lesser of (x) the Tranche A Commitments, (y) the
Borrowing Base, and (z) the "Effective Borrowing Base" as set forth
in the Eligible Receivables Report for the most recently ended month
delivered pursuant to Section 5.01(r), in each case as the foregoing
limits may be in effect from time to time;'
5. Section 2.05(a) of the DIP Credit Agreement is hereby amended by
deleting the reference to "January 13, 2000" contained therein and substituting
therefor "April 30, 2000".
6. Section 5.01(b) of the DIP Credit Agreement is hereby amended by
adding at the end of the table contained therein six additional rows as follows:
----------------------------------------------------
Fiscal Year ended
December 31, 1999 March 31, 2000
(final information)
----------------------------------------------------
January 2000 (final
information) March 31, 2000
----------------------------------------------------
February 2000 March 31, 2000
----------------------------------------------------
Fiscal Quarter ended
March 31, 2000 May 15, 2000
----------------------------------------------------
April 2000 May 31, 2000
----------------------------------------------------
May 2000 June 30, 2000
----------------------------------------------------
7. Section 5.01 of the DIP Credit Agreement is hereby amended by (i)
deleting the "and" at the end of clause (q) thereof, (ii) redesignating clause
(r) thereof as
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clause (t), and (iii) adding immediately after clause (q) thereof the following
new clauses (r) and (s):
"(r) together with each delivery after the Fifth Amendment Effective
Date of financial statements pursuant to Section 5.01(b), an Eligible
Receivables Report setting forth as of the end of the last month covered by
such financial statements the information required to be set forth in
Exhibit L hereto, accompanied by a certificate from the Financial Officer
stating that the information provided on such Eligible Receivables Report
accurately reflects the amounts required to be reported thereon;
(s) promptly after any Executive Officer or Financial Officer
becomes aware that a disbursement is required to be made to repay
obligations owing to Medicare or its agents (and in any event no later than
the making of such disbursement), a notice setting forth the amount of any
such disbursement, the date such disbursement will be made and an
explanation setting forth in reasonable detail the reasons such
disbursement is required; and"
8. Section 5.10 of the DIP Credit Agreement is hereby amended by
deleting the reference to "March 12, 2000" contained therein and substituting
therefor "May 1, 2000".
9. Section 6.01 of the DIP Credit Agreement is hereby amended by (a)
deleting the reference to "September 1, 1999" contained therein and substituting
therefor "March 1, 2000", and (b) deleting the table contained therein in its
entirety and substituting therefor the following table:
Month Amount
----- ------
March 2000 $ 25,000,000
April 2000 $ 55,000,000
May 2000 $ 89,000,000
June 2000 $119,000,000
10. Section 6.03 of the DIP Credit Agreement is hereby amended by
deleting the last row of the table contained therein (which sets forth a minimum
Hospital Daily Census amount for March 2000) and substituting therefor the
following four rows:
March 2000 2,830
April 2000 2,750
May 2000 2,650
June 2000 2,570
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11. Section 6.04 of the DIP Credit Agreement is hereby amended deleting
the reference to "$400,000,000" contained therein and substituting therefor
"$350,000,000".
12. Section 6.06 of the DIP Credit Agreement is hereby amended by (a)
deleting the reference to "September 1, 1999" contained therein and substituting
therefor "March 1, 2000", and (b) deleting the table contained therein in its
entirety and substituting therefor the following table:
Maximum Consolidated
--------------------
Capital Expenditures
--------------------
Month Amount
----- ------
March 2000 $10,000,000
April 2000 $17,000,000
May 2000 $24,000,000
June 2000 $31,000,000
13. Section 7.03(b) of the DIP Credit Agreement is hereby amended by
adding immediately prior to the "." at the end of the penultimate sentence
thereof the following proviso:
"; and provided, further, that the foregoing shall not prohibit, after
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the Fifth Amendment Effective Date, (x) the sale at auction (or by any
other manner approved by the Court) of approximately 70 vehicles associated
with the Borrowers' Vencare business line and (y) the sale of two durable
medical equipment storefronts (and the assumption and assignment of the
related leases) previously associated with the Borrowers' Vencare business
line to any Person other than a Subsidiary or an Affiliate of any Borrower,
in each case so long as (1) at the time of such sale, no Default shall have
occurred and be continuing or would result therefrom, (2) the consideration
received by the Borrowers for such assets shall be in cash in an aggregate
amount no less than the aggregate fair market value thereof, (3) such sale
is approved by the Court to the extent such approvals are required pursuant
to the Bankruptcy Code or an order of the Court, and (4) within five
Business Days of Borrowers' receipt of the Net Cash Proceeds of such Asset
Sale, said Net Cash Proceeds shall be applied to repay outstanding Loans,
if any, and to reduce the Commitments in accordance with Section 2.08 of
the DIP Credit Agreement."
14. Section 7.04 of the DIP Credit Agreement is hereby amended by
deleting the proviso contained in clause (b) thereof in its entirety and
substituting therefor the following:
"provided that the aggregate unrecovered amount of all such Investments
made by the Borrowers and their Subsidiaries in any Vencor Company which is
not a
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Borrower or a Subsidiary Guarantor (x) after the Petition Date and prior to
the Fifth Amendment Effective Date shall not exceed $1,000,000, and (y) on
or after the Fifth Amendment Effective Date shall not exceed $1,000,000;"
15. Section 7.04 of the DIP Credit Agreement is hereby further amended by
(i) deleting the "and" at the end of clause (c) thereof, (ii) deleting the "."
at the end of clause (d) thereof and substituting therefor "; and", and (iii)
adding at the end thereof the following new clause (e):
"(e) Capital contributions to Cornerstone made after the Fifth
Amendment Effective Date, in an aggregate amount not to exceed
$2,000,000; provided, that (i) no Default shall have occurred and be
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continuing or would result from such contributions, (ii) such
contributions shall not be in excess of amounts requested to be so
contributed by the applicable Cayman Islands Governmental Authority,
and (iii) such contributions are approved by the Court to the extent
such approval is required pursuant to the Bankruptcy Code or an order
of the Court."
16. The DIP Credit Agreement is hereby amended by adding a new Exhibit L
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thereto in the form of Annex A attached hereto.
17. The Cash Plan for the 13-week period beginning January 31, 2000 is
hereby amended by deleting the reference to "$52,500,000" contained in footnote
(1) thereto and substituting therefor "$60,000,000".
On and after the Fifth Amendment Effective Date (as defined below), each
reference in the DIP Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the DIP Credit
Agreement, and each reference in the other Financing Documents to the "DIP
Credit Agreement", "thereunder", "thereof" or words of like import referring to
the DIP Credit Agreement, shall mean and be a reference to the DIP Credit
Agreement as amended by this Fifth Amendment to Debtor-In-Possession Credit
Agreement (this "Fifth Amendment"; the DIP Credit Agreement, as so amended,
being the "Amended Agreement").
Without limiting the generality of the provisions of Section 11.05 of the
DIP Credit Agreement, the amendments set forth above shall be limited precisely
as written, and nothing in this Fifth Amendment shall be deemed to prejudice any
right or remedy that the Administrative Agent or any Lender may now have or may
have in the future under or in connection with the DIP Credit Agreement or any
other Financing Document. Except as specifically amended by this Fifth
Amendment, the DIP Credit Agreement and such other Financing Documents shall
remain in full force and effect and are hereby ratified and confirmed.
In order to induce Lenders to enter into this Fifth Amendment, each
Borrower, by its execution of a counterpart of this Fifth Amendment, represents
and warrants that (a) such Borrower has the corporate or other power and
authority and all material Governmental Approvals required to enter into this
Fifth Amendment and to carry out the transactions contemplated by, and perform
its obligations under, the Amended Agreement, (b) the execution
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and delivery of this Fifth Amendment and the performance of the Amended
Agreement have been duly authorized by all necessary corporate or other action
on the part of such Borrower, (c) the execution and delivery by such Borrower of
this Fifth Amendment and the performance by such Borrower of the Amended
Agreement do not and will not contravene, or constitute a default under, any
Applicable Laws (including an applicable order of the Court) or any provision of
its Organizational Documents, or of any agreement or other instrument binding
upon it or result in or require the imposition of any Liens (other than the
Liens created by the Collateral Documents) on any of its assets, (d) the
execution and delivery by such Borrower of this Fifth Amendment and the
performance by such Borrower of the Amended Agreement do not and will not
require any action by or in respect of, or filing with, any governmental body,
agency or official (except for the Court and such as shall have been made at or
before the time required and shall be in full force and effect on and after the
date when made), (e) this Fifth Amendment and the Amended Agreement have been
duly executed and delivered by such Borrower and constitute the valid and
binding obligations of such Borrower, enforceable in accordance with their
respective terms, except as may be limited by general principles of equity, (f)
for purposes of the Borrowing Order notice of this Fifth Amendment has been
given to and received by counsel to the Committee (as defined in the Borrowing
Order), and (g) after giving effect to this Fifth Amendment, no event has
occurred and is continuing or will result from the consummation of the
transactions contemplated by this Fifth Amendment that would constitute a
Default.
This Fifth Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument. This Fifth Amendment
shall become effective (the date of such effectiveness being the "Fifth
Amendment Effective Date") upon the earliest date on or prior to March 13, 2000
that (a) the Borrowers and Lenders shall have executed counterparts of this
Fifth Amendment and the Borrowers and the Administrative Agent shall have
received written or telephonic notification of such execution and authorization
of delivery thereof; (b) the Administrative Agent shall have received evidence
satisfactory to it that all outstanding statements of O'Melveny & Xxxxx LLP,
Xxxxx Xxxx & Xxxxxxxx and Xxxxxxxx & Xxxxx that are received by Vencor prior to
12:00 Noon (New York City time) on March 8, 2000 have been paid in full; (c) the
Administrative Agent shall have received from the Borrowers an amendment fee in
the aggregate amount of $400,000 (which $400,000 amendment fee shall be
inclusive of the $100,000 amendment and waiver fee payable in connection with
the Fourth Amendment to Debtor-In-Possession Credit Agreement and Limited Waiver
and Consent dated February 9, 2000, which $100,000 fee shall be distributed in
accordance with the terms of such Fourth Amendment), $300,000 of which shall be
ratably distributed on the date of receipt thereof to each Lender according to
the ratio of (x) the Commitment of such Lender to (y) the aggregate Commitments
of all Lenders; and (d) the Court shall have approved both the terms of this
Fifth Amendment in their entirety and the payment of such $400,000 amendment
fee.
THIS FIFTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
6
BORROWERS:
Advanced Infusion Systems, Inc.
American X-Rays, Inc.
C.P.C. of Louisiana, Inc.
Community Behavioral Health System, Inc.
Community Psychiatric Centers of Arkansas, Inc.
Community Psychiatric Centers of California
Community Psychiatric Centers of Florida, Inc.
Community Psychiatric Centers of Idaho, Inc.
Community Psychiatric Centers of Indiana, Inc.
Community Psychiatric Centers of Kansas, Inc.
Community Psychiatric Centers of Mississippi, Inc.
Community Psychiatric Centers of Missouri, Inc.
Community Psychiatric Centers of North Carolina, Inc.
Community Psychiatric Centers of Oklahoma, Inc.
Community Psychiatric Centers of Utah, Inc.
Community Psychiatric Centers Properties Incorporated
Community Psychiatric Centers Properties of Oklahoma,Inc.
Community Psychiatric Centers Properties of Texas, Inc.
Community Psychiatric Centers Properties of Utah, Inc.
Courtland Gardens Health Center, Inc.
CPC Investment Corp.
CPC Managed Care Health Services, Inc.
CPC of Georgia, Inc.
CPC Properties of Arkansas, Inc.
CPC Properties of Illinois, Inc.
CPC Properties of Indiana, Inc.
CPC Properties of Kansas, Inc.
CPC Properties of Louisiana, Inc.
CPC Properties of Mississippi, Inc.
CPC Properties of Missouri, Inc.
CPC Properties of North Carolina, Inc.
First Rehab, Inc.
Florida Hospital Properties, Inc.
Health Care Holdings, Inc.
Health Care Technology, Inc.
Helian ASC of Northridge, Inc.
Helian Health Group, Inc.
Helian Recovery Corporation
Homestead Health Center, Inc.
Horizon Healthcare Services, Inc.
Interamericana Health Care Group
X.X. Xxxxxx Hospital, Inc.
Lafayette Health Care Center, Inc.
MedEquities, Inc.
Medisave of Tennessee, Inc.
Medisave Pharmacies, Inc.
Old Orchard Hospital, Inc.
Palo Alto Surgecenter Corporation
Peachtree-Parkwood Hospital, Inc.
PersonaCare, Inc.
PersonaCare Living Center of Clearwater, Inc.
PersonaCare of Bradenton, Inc.
PersonaCare of Clearwater, Inc.
PersonaCare of Connecticut, Inc.
PersonaCare of Georgia, Inc.
PersonaCare of Huntsville, Inc.
PersonaCare of Little Rock, Inc.
PersonaCare of Ohio, Inc.
PersonaCare of Owensboro, Inc.
PersonaCare of Pennsylvania, Inc.
PersonaCare of Pompano East, Inc.
PersonaCare of Pompano West, Inc.
PersonaCare of Reading, Inc.
PersonaCare of San Antonio, Inc.
PersonaCare of San Xxxxx, Inc.
PersonaCare of Shreveport, Inc.
PersonaCare of St. Petersburg, Inc.
PersonaCare of Warner Xxxxxxx, Inc.
PersonaCare of Wisconsin, Inc.
PersonaCare Properties, Inc.
ProData Systems, Inc.
Recovery Inns of America, Inc.
Respiratory Care Services, Inc.
Stamford Health Facilities, Inc.
THC-Chicago, Inc.
THC-Hollywood, Inc.
THC-Houston, Inc.
THC-Minneapolis, Inc.
THC-North Shore, Inc.
THC-Orange County, Inc.
THC-San Diego, Inc.
THC-Seattle, Inc.
TheraTx Healthcare Management, Inc.
TheraTx Health Services, Inc.
TheraTx Management Services, Inc.
TheraTx Medical Supplies, Inc.
TheraTx Rehabilitation Services, Inc.
TheraTx Staffing, Inc.
Transitional Hospitals Corporation, a Delaware Corporation
Transitional Hospitals Corporation, a Nevada Corporation
Transitional Hospitals Corporation of Indiana, Inc.
Transitional Hospitals Corporation of Louisiana, Inc.
Transitional Hospitals Corporation of Michigan, Inc.
Transitional Hospitals Corporation of Nevada, Inc.
Transitional Hospitals Corporation of New Mexico, Inc.
Transitional Hospitals Corporation of Tampa, Inc.
Transitional Hospitals Corporation of Texas, Inc.
Transitional Hospitals Corporation of Wisconsin, Inc.
Xxxxxx Nursing Center, Inc.
Xxxxxxxx Enterprises, Inc.
VC-OIA, Inc.
VC-TOHC, Inc.
XX-XX, Inc.
Vencare, Inc.
Vencare Rehab Services, Inc.
Vencor Facility Services, Inc.
Vencor Holdings, L.L.C.
Vencor Home Care Services, Inc.
Vencor Hospice, Inc.
Vencor Hospitals East, L.L.C.
Vencor Hospitals West, L.L.C.
Vencor, Inc.
Vencor Insurance Holdings, Inc.
Vencor Investment Company
Vencor Nevada, L.L.C.
Vencor Nursing Centers East, L.L.C.
Vencor Nursing Centers Central L.L.C.
Vencor Nursing Centers North, L.L.C.
Vencor Nursing Centers South, L.L.C.
Vencor Nursing Centers West, L.L.C.
Vencor Operating, Inc.
Vencor Pediatric Care, Inc.
Vencor Provider Network, Inc.
Ventech Systems, Inc.
by: Vencor Operating, Inc., as agent and attorney-in-
fact for each of the foregoing entities
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President and CFO
Stamford Health Associates, L.P.
by: Stamford Health Facilities, Inc., Its General
Partner
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President and CFO
Vencor Home Care and Hospice Indiana Partnership
by: Vencor Home Care Services, Inc., Its General
Partner
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President and CFO
by: Vencor Hospice, Inc., Its General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President and CFO
Vencor Hospitals Limited Partnership
by: Vencor Operating, Inc., Its General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President and CFO
by: Vencor Nursing Centers Limited Partnership,
Its General Partner
by: Vencor Operating, Inc., Its General
Partner
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President and CFO
Vencor Nursing Centers Central Limited Partnership
by: Vencor Operating, Inc., Its General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President and CFO
by: Vencor Nursing Centers Limited Partnership,
Its General Partner
by: Vencor Operating, Inc., Its General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President and CFO
Vencor Nursing Centers Limited Partnership
by: Vencor Operating, Inc., Its General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President and CFO
by: Vencor Hospitals Limited Partnership, Its
General Partner
by: Vencor Operating, Inc., Its General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President and CFO
AGENTS AND LENDERS:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Arranger,
Collateral Agent and Administrative Agent and as a
Lender
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
ABLECO FINANCE LLC, as a Lender
By:
---------------------------------------------
Name:
Title
APPALOOSA INVESTMENT LIMITED
PARTNERSHIP I, as a Lender
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
BANKERS TRUST COMPANY, as a Lender
By:
---------------------------------------------
Name:
Title:
CHASE SECURITIES INC, AS AGENT FOR THE
CHASE MANHATTAN BANK, as a Lender
By:
----------------------------------------------
Name:
Title:
XXXXXXX XXXXX CREDIT PARTNERS L.P., as a
Lender
By: /s/ Xxxx Xxxxxxxx
----------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Authorized Signatory
PARIBAS, as a Lender
By: /s/ Xxxxxx X. Xxxxx, Xx.
------------------------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Director
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
XXX XXXXXX PRIME RATE INCOME TRUST, as a
Lender
By: XXX XXXXXX INVESTMENT ADVISORY
CORP.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
FRANKLIN MUTUAL ADVISERS LLC, as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
FRANKLIN FLOATING RATE TRUST, as a Lender
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President
ACKNOWLEDGEMENT AND CONSENT OF SUBSIDIARY GUARANTOR
By its execution of a counterpart of this Fifth Amendment, the
undersigned, as a Subsidiary Guarantor under that certain Guaranty Agreement
dated as of September 13, 1999 (the "Guaranty") for the benefit of Lenders, and
as an Original Lien Grantor under that certain Security Agreement dated as of
September 13, 1999 (the "Security Agreement") between the undersigned, the
Borrowers and Collateral Agent, as Secured Party, hereby acknowledges that it
has read this Fifth Amendment and consents to the terms thereof and further
hereby confirms and agrees that, notwithstanding the effectiveness of this Fifth
Amendment, the obligations of the undersigned under the Guaranty and the
Security Agreement shall not be impaired or affected and each of the Guaranty
and the Security Agreement is, and shall continue to be, in full force and
effect and is hereby confirmed and ratified in all respects.
CARIBBEAN BEHAVIORAL HEALTH
SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President and CFO
Annex A
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Eligible Receivables Report
Hospital Accounts Receivable
Gross Hospital Accounts Receivable $XXX
Less:
All Medicare Receivables (XXX)
All Medicaid Receivables (XXX)
All Accounts in Collection (XXX)
All Other Accounts Over 120 Days (XXX)
50% of Other Unbilled Accounts (XXX)
-----
Eligible Gross Accounts Receivable(a) XXX
Gross Hospital A/R as of XX/XX/XX(b) XXX
Net Hospital A/R as of XX/XX/XX
Before Allow. for Doubtful Accounts
------
and Cost Report Reserves (c) XXX
---
Ratio (d)[c/b] XX%
---------
Eligible Net Hospital Accounts Receivable [a*d] XXX
Nursing Center (SNF) Accounts Receivable
Net SNF Accounts Receivable $XXX
Less:
All Medicare Receivables (XXX)
All Medicaid Receivables (XXX)
All Other Accounts Over 120 Days (XXX)
-----
Eligible Gross Accounts Receivable(a) XXX
Gross SNF A/R as of XX/XX/XX(b) XXX
Net SNF A/R as of XX/XX/XX
Before Allow. for Doubtful Accounts
------
and Cost Report Reserves (c) XXX
---
Ratio (d)[c/b] XX%
---------
Eligible Net Nursing Center Accounts Receivable [a*d] XXX
Vencare Accounts Receivable
Net Vencare Accounts Receivable $XXX
Less:
Contractual Allowances (XXX)
Intercompany Receivables (XXX)
All Accounts Over 120 Days (XXX)
-----
Eligible Vencare Accounts Receivable XXX
-----
Eligible Accounts Receivable as of XX/XX/XX
Hospital Division XXX
Nursing Center Division XXX
Vencare XXX
-----
Total Net Eligible Accounts Receivable (a) XXX
======
Advance Rate (b) 80%
======
Borrowing Base before Required Coverage Ratio (c) [a*b] XXX
======
Divided by Coverage Ratio (d) 130%
======
Effective Borrowing Base [c/d] XXX
======
