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EXHIBIT 10.3
AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT dated as of September 30, 1996 among XXXXXXX HEALTH &
REHABILITATION SERVICES, INC., a California corporation (the "Borrower"),
XXXXXXX ENTERPRISES, INC., a Delaware corporation (the "Guarantor"), the BANKS
listed on the signature pages hereof (the "Banks") and XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as Agent and Issuing Bank.
W I T N E S S E T H:
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of November 1, 1994 (as amended, the "Credit Agreement");
and
WHEREAS, the parties hereto desire to amend the Credit Agreement as
hereinafter provided;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
shall have the meaning assigned to such term in the Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall from and after the date
hereof refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment to Definition of Consolidated Net Capital
Expenditures. Section 1.01 of the Credit Agreement is hereby amended by adding
the following proviso at the end of the definition of "Consolidated Net Capital
Expenditures":
' provided, that for purposes of this clause (D) up to
$20,000,000 to be borrowed from Bank United in October 1996 for the
purpose of financing the construction of nursing homes shall be deemed
to have been incurred in September 1996.
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SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts; Effectiveness. This Amendment may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective as of the date hereof when
the Agent shall have received duly executed counterparts hereof signed by the
Borrower, the Guarantor and the Required Banks (or, in the case of any party as
to which an executed counterpart shall not have been received, the Agent shall
have received telegraphic, telex or other written confirmation from such party
of execution of a counterpart hereof by such party).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
THE BORROWER
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XXXXXXX HEALTH & REHABILITATION SERVICES, INC.
By
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THE GUARANTOR
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XXXXXXX ENTERPRISES, INC.
By
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BANKS
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XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By
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Title:
THE CHASE MANHATTAN BANK, AS SUCCESSOR TO
CHEMICAL BANK
By
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Title:
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4
THE BANK OF NEW YORK
By
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Title:
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.,
LOS ANGELES AGENCY
By
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Title:
NATIONSBANK OF TEXAS, N.A.
By
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Title:
PNC BANK, NATIONAL ASSOCIATION
By
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Title:
BANK OF AMERICA
By
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Title:
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5
BANK OF MONTREAL
By
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Title
THE BANK OF NOVA SCOTIA
By
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Title:
BHF-BANK AKTIENGESELLSCHAFT
By
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Title:
By
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Title:
THE NIPPON CREDIT BANK, LTD.
By
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Title:
BANK OF HAWAII
By
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Title:
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AGENT AND ISSUING BANK
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XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK,
as Agent and Issuing Bank
By
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Title:
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