Exhibit 10.14.1
SECOND AMENDMENT TO CREDIT AGREEMENT
------------------------------------
THIS SECOND AMENDMENT TO CREDIT AGREEMENT is made and dated as of June
7, 1995 (the "Amendment") among Community Psychiatric Centers, a Nevada
corporation ("CPC", CPC and its Subsidiaries herein being collectively referred
to as the "Company"), Transitional Hospitals Corporation, a Delaware corporation
("THC"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION ("Bank")
and amends that certain Credit Agreement dated as of September 20, 1993, as
amended by the First Amendment to Credit Agreement dated as of May 6, 1994 (as
so amended or modified from time to time, the "Credit Agreement").
RECITAL
-------
The Company has requested, and the Bank has agreed, on the terms and
conditions set forth herein, to amend the Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Terms. All terms used herein shall have the same meanings as in the
Credit Agreement unless otherwise defined herein. All references to the Credit
Agreement shall mean the Credit Agreement as hereby amended.
2. Amendment to Credit Agreement.
2.1 Section 7.04(e) of the Credit Agreement is amended by deleting
"$5,000,000" and inserting "$10,000,000" in lieu thereof.
3. Representations and Warranties. The Company represents and warrants
to Bank that, on and as of the date hereof, and after giving effect to this
Amendment:
3.1 Authorization. The execution, delivery and performance of this
Amendment have been duly authorized by all necessary corporate action by the
Company and this Amendment has been duly executed and delivered by the Company.
3.2 Binding Obligation. This Amendment is the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms.
- 1 -
3.3 No Legal Obstacle to Credit Agreement. The execution, delivery
and performance of this Amendment will not (a) contravene the terms of the
Company's certificate of incorporation, by-laws or other organization document;
(b) conflict with or result in any breach or contravention of the provisions of
any contract to which the Company is a party, or the violation of any law,
judgment, decree or governmental order, rule or regulation applicable to the
Company, or (c) result in the creation under any agreement or instrument of any
security interest, lien, charge, or encumbrance upon any of the assets of the
Company. No approval or authorization of any governmental authority is required
to permit the execution, delivery or performance by the Company of this
Amendment, or the transactions contemplated hereby.
3.4 Incorporation of Certain Representations. The representations and
warranties of the Company set forth in Section 5 of the Credit Agreement are
true and correct in all respects on and as of the date hereof as though made on
and as of the date hereof.
3.5 Default. No Default or Event of Default under the Credit
Agreement has occurred and is continuing.
4. Conditions, Effectiveness. The effectiveness of this Amendment shall
be subject to the compliance by the Company with its agreements herein
contained, and to the delivery of the following to the Bank in form and
substance satisfactory to the Bank:
4.1 Authorized Signatories. A certificate, signed by the Secretary or
an Assistant Secretary of the Company and dated the date of this Amendment, as
to the incumbency of the person or persons authorized to execute and deliver
this Amendment and any instrument or agreement required hereunder on behalf of
the Company.
4.2 Other Evidence. Such other evidence with respect to the Company
or any other person as the Bank may reasonably request in connection with this
Amendment and the compliance with the conditions set forth herein.
5. Miscellaneous.
5.1 Effectiveness of the Credit Agreement and the Loan Documents.
Except as hereby expressly amended, the Credit Agreement and each other Loan
Document shall each remain in full force and effect, and are hereby ratified and
confirmed in all respects on and as of the date hereof.
- 2 -
5.2 Waivers. This Amendment is limited solely to the matters
expressly set forth herein and is specific in time and in intent and does not
constitute, nor should it be construed as, a waiver or amendment of any other
term or condition, right, power or privilege under the Credit Agreement, the
Loan Documents, or under any agreement, contract, indenture, document or
instrument mentioned therein; nor does it preclude or prejudice any rights of
the Bank thereunder, or any exercise thereof or the exercise of any other right,
power or privilege, nor shall it require the Bank to agree to an amendment,
waiver or consent for a similar transaction or on a future occasion, nor shall
any future waiver of any right, power, privilege or default hereunder, or under
any agreement, contract, indenture, document or instrument mentioned in the
Credit Agreement, constitute a waiver of any other default of the same or of any
other term or provision.
5.3 Counterparts. This Amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument. This Amendment shall not become
effective until the Company and the Bank shall have signed a copy hereof,
whether the same or counterparts, and the same shall have been delivered to the
Bank.
5.4 Jurisdiction. This Amendment shall be governed by and construed
under the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.
COMMUNITY PSYCHIATRIC CENTERS
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: XXXXX XXXXXXX
--------------------------
Title: CHIEF FINANCIAL OFFICER
-------------------------
TRANSITIONAL HOSPITALS CORPORATION
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: XXXXX XXXXXXX
--------------------------
(Signatures continue) Title: CHIEF FINANCIAL OFFICER
-------------------------
- 3 -
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Xxxxx Xxxxxxx
----------------------------
Vice President
CONSENT OF GUARANTORS
---------------------
The undersigned Guarantors hereby acknowledge that they have reviewed and
consent to the foregoing Second Amendment dated as of June 7, 1995 to Credit
Agreement dated as of September 20, 1993, and hereby reaffirm their respective
General Continuing General Guaranties, which continue in full force and effect
on and as of the date hereof.
Date: June 7, 1995
EACH OF THE GUARANTORS LISTED ON
ANNEX A HERETO, INCORPORATED BY
REFERENCE HEREIN
By: /s/ Xxxxxxx Xxxxx
----------------------------
Title: CHAIRMAN AND CEO
-------------------------
By: /s/ Xxxxx Xxxxxxx
----------------------------
Title: CHIEF FINANCIAL OFFICER
-------------------------
- 4 -
Annex A
To Guaranty
COMMUNITY PSYCHIATRIC CENTERS AND
WHOLLY-OWNED SUBSIDIARIES COMMUNITY PSYCHIATRIC CENTERS
PARENT CORPORATION
------------------
Community Psychiatric Centers
SUBSIDIARIES
------------
Belmedco
C.P.C. of Louisiana
CPC Investment Corp.
CPC Laboratories, Inc.
CPC Pharmacy, 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.
CPC Properties of Wisconsin, Inc.
CPC of Georgia, Inc.
CalProp I, Inc.
CalProp II, 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.
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
Oregon, Inc.
SUBSIDIARIES
------------
Community Psychiatric Centers of
Puerto Rico, Inc.
Community Psychiatric Centers of
Texas, Inc.
Community Psychiatric Centers of
Utah, Inc.
Community Psychiatric Centers of
Wisconsin
Peachtree-Parkwood Hospital, Inc.
P.P.P., Inc.
Psychiatric Hospitals Consultants
Florida Hospital Properties, Inc.
Old Orchard Hospital, Inc.
Cottonwood Hill, Inc.
Counterpoint Center of Old Orchard, Inc.
Miami Valley Community Centers, Inc.
Transitional Hospitals Corporation
SUBSIDIARIES OF TRANSITIONAL HOSPITALS CORPORATION
--------------------------------------------------
Transitional Hospitals Corporation of
Indiana, Inc.
Transitional Hospitals Corporation of
Louisiana, Inc.
Transitional Hospitals Corporation of
Massachussetts
Transitional Hospitals Corporation of
Nevada, Inc.
Transitional Hospitals Corporation of
North Carolina, Inc.
Transitional Hospitals Corporation of
Tampa, Inc.
Transitional Hospitals Corporation of
Texas, Inc.
Transitional Hospitals Corporation of
Wisconsin, Inc.
9/20/93
