Exhibit 10.15
SEVENTH AMENDMENT
TO CREDIT AGREEMENT
SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of January 22,
1999 (this "Amendment"), among UNIVERSAL HOSPITAL SERVICES, INC., a Minnesota
corporation (the "Borrower"), the financial institutions party to the Credit
Agreement described below (the "Banks") and BANKERS TRUST COMPANY, as
Administrative Agent. All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Credit
Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Administrative Agent are
parties to a Credit Agreement, dated as of February 25, 1998 (as amended,
modified and supplemented through, but not including, the date hereof, the
"Credit Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided; and
NOW THEREFORE, it is agreed:
1. Section 4.02 (a) (iv) of the Credit Agreement is hereby amended by
(i) deleting the text "and" appearing at the end of sub-clause (ii) thereof and
inserting "," in lieu thereof, (ii) deleting the period at the end of sub-clause
(iii) and (iii) inserting the following new clause (iv) at the end of said
section:
", and (iv) all net proceeds of the New Senior Notes shall be applied
to repay the outstanding Revolving Loans on the Seventh Amendment Effective
Date."
2. Section 6.12 of the Credit Agreement is hereby amended by deleting
said clause in its entirety and replacing it with the following new clause:
"6.12 Representations and Warranties in the Documents. All
representations and warranties of the Credit Parties and, to the best knowledge
of the Borrower, of all other Persons party thereto, set forth in (i) the Credit
Documents, the Recapitalization Agreement and the Senior Notes Documents were
true and correct in all material respects as of the time such representations
and warranties were made and shall be true and correct in all material respects
as of the Effective Date as if such representations and warranties were made on
and as of such date and (ii) the New Senior Notes Documents were true and
correct in all material respects as of the time such representations and
warranties were made and shall be true and correct in all material respects as
of the Seventh Amendment Effective Date as if such representations and
warranties were made on and as of such date, unless stated to relate to a
specific earlier date, in which case such representations and warranties shall
be true and correct in all material respects as of such earlier date."
3. Section 6 of the Credit Agreement is hereby further amended by
adding at the end of said section the following new clause :
"6.24 New Senior Notes As of the Seventh Amendment Effective Date, the New
Senior Notes have been duly authorized, issued and delivered in accordance with
applicable law and the offering memorandum relating thereto, and such offering
memorandum, as of the date of its issue, does not contain any untrue statement
of a material fact nor omit to state a material fact necessary in order to make
the statements contained therein, in the light of the circumstances under which
they were made, not misleading."
4. Section 7.01 of the Credit Agreement is hereby amended by adding the
following new clause (m) immediately after clause (l) thereof:
"(m) New Senior Notes. Promptly after the same are sent, copies of all
financial statements and reports which the Borrower or any of its Subsidiaries
sends to holders of the New Senior Notes (to the extent not otherwise delivered
to the Banks pursuant to this Section 7.01) and promptly after the same are
filed, copies of all financial statements and regular, periodical or special
reports which the Borrower of any of its Subsidiaries may make to, or file with,
the SEC."
5. Section 7 of the Credit Agreement is hereby further amended by
adding at the end of said section the following new clause:
"7.15 New Senior Notes All net proceeds of the New Senior Notes shall
be utilized to pay the outstanding Revolving Loans on the Seventh Amendment
Effective Date."
6. Section 8.04 of the Credit Agreement is hereby amended by (i)
deleting the text "and" appearing at the end of clause (h) thereof, (ii)
deleting the period appearing at the end of clause (i) thereof and inserting the
text ", and" in lieu thereof and (iii) inserting the following new clause (j)
immediately after clause (i):
"(j) Indebtedness of the Borrower under the New Senior Notes in an
aggregate principal amount of up to $40,000,000 without giving effect to any
subsequent extensions, renewals, or refinancings thereof; provided that all net
proceeds of the New Senior Notes shall be utilized to pay the outstanding
Revolving Loans on the Seventh Amendment Effective Date."
7. Section 8.04 is hereby further amended by adding the text "and the
New Senior Notes" immediately after the text "Senior Notes" in the last sentence
of said clause.
8. Section 8.07 of the Credit Agreement is hereby amended by inserting
", the New Senior Notes" immediately after the text "Senior Notes" appearing in
clause (x) thereof.
9. Section 8.07 of the Credit Agreement is hereby further amended by
inserting ", the New Senior Notes Documents" immediately after the text "Senior
Notes Documents" appearing in clause (y) thereof.
10. Section 8.08(b) of the Credit Agreement is hereby amended by (i)
deleting the text "and" appearing at the end of clause (v) thereof, (ii)
deleting the period appearing at the end of clause (vi) thereof and inserting
the text "; and" in lieu thereof and (iii) inserting the following new clause
(vii) immediately after clause (vi):
"(vii) the New Senior Notes Documents."
11. Section 10 of the Credit Agreement is hereby amended by deleting
the text appearing in clause (y) of the definition of "Borrowing Base" in its
entirety and replacing it with the following text:
"(y) (a) as of the Seventh Amendment Effective Date, up to 55%
of Eligible Rental Equipment, and (b) as of six months after the Seventh
Amendment Effective Date, up to 50% of Eligible Rental Equipment,"
12. Section 10 of the Credit Agreement is hereby further amended by
inserting the following new definitions in the appropriate alphabetical order:
"'New Senior Notes' shall mean the 10 1/4 % unsecured senior notes,
issued by the Borrower as in effect on the Seventh Amendment Effective Date and
after giving effect to any changes, amendments or supplements thereto (and shall
include any unsecured senior notes into which the New Senior Notes are exchanged
pursuant to the New Senior Notes Documents)."
"'New Senior Notes Documents' shall mean and include each of the New
Senior Notes, the Senior Notes Indenture and all securities purchase agreements
and other documents and agreements related thereto, as in effect on the Seventh
Amendment Effective Date and after giving effect to any changes, amendments or
supplements thereto."
13. This Amendment is limited precisely as written and shall not be
deemed to be a consent to or modification of any other term or condition of the
Credit Agreement, the other Credit
Documents or any of the instruments or agreements referred to therein.
14. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that (x) no Default or Event of Default
exists on the Seventh Amendment Effective Date (as defined below) both before
and after giving effect to this Amendment and (y) all of the representations and
warranties contained in the Credit Documents shall be true and correct in all
material respects on the Seventh Amendment Effective Date both before and after
giving effect to this Amendment with the same effect as though such
representations and warranties had been made on and as of the Seventh Amendment
Effective Date (it being understood that any representation or warranty made as
of a specific date, including, but not limited to, the representations and
warranties contained in Section 6.22 of the Credit Agreement, shall be true and
correct in all material respects as of such specific date).
15. This Amendment shall become effective on the date that the Borrower
and the Required Banks shall have signed a counterpart hereof (whether the same
or different counterparts) and shall have delivered (including by way of
telecopier) the same to the Administrative Agent at its Notice Office (such
effective date referred to above is herein called the "Seventh Amendment
Effective Date").
16. This Amendment may be executed in any number of counterparts and by
the 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 Administrative Agent.
17. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
18. From and after the Seventh Amendment Effective Date, all references
in the Credit Agreement and each of the Credit Documents to the Credit Agreement
or each of the Credit Documents shall be deemed to be references to such Credit
Agreement or each of the Credit Documents as amended hereby.
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.
UNIVERSAL HOSPITAL SERVICES, INC.
By: /S/ Xxxxxx X. Xxxxxx
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Title: Vice President, Finance and Chief
Financial Officer
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By: /S/ Xxxxx X. Xxxx
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Title: Vice President
XXXXXX FINANCIAL, INC.
By: /S/ Xxxxxxx X. Xxxxxxxx
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Title: Senior Vice President
FLEET NATIONAL BANK
By: /S/ Xxxxxxx Xxxxxx
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Title: Vice President
