Exhibit 2.13
AMENDMENT AND CONFIRMATION
OF
SUBSIDIARY GUARANTY,
SUBSIDIARY PLEDGE AGREEMENT
AND
SUBSIDIARY SECURITY AGREEMENT
This AMENDMENT AND CONFIRMATION OF SUBSIDIARY GUARANTY,
SUBSIDIARY PLEDGE AGREEMENT AND SUBSIDIARY SECURITY AGREEMENT (this "Amendment
and Confirmation") is dated as of December 20, 1996 and is made by THE
UNDERSIGNED (each a "Subsidiary Guarantor"), in favor of NATIONSBANK OF TEXAS,
N.A., as agent for and representative of (in such capacity herein called
"Secured Party") the financial institutions ("Lenders") party to the Amended and
Restated Credit Agreement referred to below.
RECITALS
WHEREAS, Regency Health Services, Inc., a Delaware corporation
and parent of the Subsidiary Guarantors (the "Company"), Secured Party and
certain of the Lenders have entered into a Credit Agreement dated as of December
28, 1995 (said Credit Agreement, as amended by the First Amendment and Waiver to
Credit Agreement dated as of April 22, 1996, and the Second Amendment to Credit
Agreement and Approval dated as of June 20, 1996, the "Existing Credit
Agreement");
WHEREAS, in connection with the Existing Credit Agreement, the
Subsidiary Guarantors (other than the New Subsidiaries) executed and delivered
in favor of Secured Party (i) that certain Subsidiary Guaranty dated as of
December 25, 1995 (as amended, the "Subsidiary Guaranty"), (ii) that certain
Subsidiary Pledge Agreement dated as of December 25, 1995 (as amended, the
"Subsidiary Pledge Agreement") and (iii) that certain Subsidiary Security
Agreement dated as of December 25, 1995 (as amended, the "Subsidiary Security
Agreement"; and, together with the Subsidiary Guaranty and Subsidiary Pledge
Agreement, the "Subsidiary Guaranty and Collateral Documents");
WHEREAS, Company, Secured Party and Lenders will enter into
that certain Amended and Restated Credit Agreement dated as of the date hereof
which increases the Commitments from $50,000,000 to $100,000,000 and amends and
restates the Existing Credit Agreement in its entirety (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "Amended and
Restated Credit Agreement");
WHEREAS, Subsidiary Guarantors and Secured Party desire to
enter into this Amendment and Confirmation in order to, among other things,
amend the Subsidiary Guaranty and Collateral Documents, add the New Subsidiaries
as parties to the Subsidiary Guaranty and Collateral Documents and confirm the
continuation of Subsidiary Guarantors' obligations under the Subsidiary Guaranty
and Subsidiary Documents in respect of the Obligations (including, without
limitation, Obligations in respect of the increased Commitments) under the
Amended and Restated Credit Agreement;
WHEREAS, it is a condition precedent to the initial extensions
of credit by Lenders under the Amended and Restated Credit Agreement that
Subsidiary Guarantors shall have executed and delivered this Agreement.
NOW, THEREFORE, in consideration of the premises and in order
to induce Lenders to make Loans and issue Letters of Credit under the Amended
and Restated Credit Agreement and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Subsidiary Guarantors
hereby agree with Secured Party as follows:
SECTION 1. Definitions. Unless otherwise indicated or the
context clearly requires otherwise, capitalized terms used in this Amendment and
Confirmation without definition shall have the respective meanings given thereto
in the Amended and Restated Credit Agreement.
SECTION 2. Amendments to Subsidiary Guaranty and Subsidiary
Collateral Documents.
2.1. Subsidiary Guaranty.
A. Recitals. Paragraphs A and B of the Recitals of the
Subsidiary Guaranty are hereby
amended by deleting such paragraphs in their entirety and substituting therefor
the following:
"A. Regency Health Service, Inc., a Delaware
corporation ("Company"), has entered into that certain Credit
Agreement dated as of December 28, 1995 with Guarantied Party,
NationsBanc Capital Markets, Inc., as Arranger, and Lenders,
as amended by the First Amendment and Waiver to Credit
Agreement dated as of April 22, 1996, and the Second Amendment
to Credit Agreement and Approval dated as of June 20, 1996, as
amended and restated in full by the Amended and Restated
Credit Agreement dated as of December 20,1996 (said Credit
Agreement as so amended and restated and as it may hereafter
be amended, amended and restated, supplemented or otherwise
modified from time to time, being the "Credit Agreement";
capitalized terms defined therein and not otherwise defined
herein being used herein as therein defined).
B. Company may from time to time enter, or
may from time to time have entered, into one or more Hedge
Agreements (collectively, the "Lender Interest Rate
Agreements") with or one or more Lenders (in such capacity,
collectively, "Interest Rate Exchangers") in accordance with
the terms of the Credit Agreement, and it is desired that the
obligations of Company under the Lender Interest Rate
Agreements, including without limitation the obligation of
Company to make payments thereunder in the event of early
termination thereof (all such obligations being the "Interest
Rate Obligations"), together with all obligations of Company
under the Credit Agreement and the other Loan Documents, be
guarantied hereunder."
B. Additional Guarantors. By execution hereof, the New
Subsidiaries each hereby becomes
a party to and a "Guarantor" under the Subsidiary Guaranty, as amended by this
Amendment and Confirmation and
shall be bound by the terms and provisions thereof.
2.2. Subsidiary Pledge Agreement.
A. Preliminary Statements. Paragraphs B, C and D of the
Preliminary Statements of the
Subsidiary Pledge Agreement are hereby amended by deleting such paragraphs in
their entirety and substituting
therefor the following:
"B. Secured Party, NationsBanc Capital Markets, Inc.,
as Arranger, and Lenders have entered into a Credit Agreement dated as
of December 28, 1995, as amended by the First Amendment and Waiver to
Credit Agreement dated as of April 22, 1996, and the Second Amendment
to Credit Agreement and Approval dated as of June 20, 1996, as amended
and restated in full by the Amended and Restated Credit Agreement dated
as of December 20, 1996 (said Credit Agreement, as so amended and
restated and as it may hereafter be amended, amended and restated,
supplemented or otherwise modified from time to time, being the "Credit
Agreement", the terms defined therein and not otherwise defined herein
being used herein as therein defined) with Regency Health Services,
Inc., a Delaware corporation ("Company") pursuant to which Lenders have
made certain commitments, subject to the terms and conditions set forth
in the Credit Agreement, to extend certain credit facilities to
Company.
C. Company may from time to time enter, or may from
time to time have entered, into one or more Hedge Agreements
(collectively, the "Lender Interest Rate Agreements") with one or more
Lenders (in such capacity, collectively, "Interest Rate Exchangers").
D. Pledgors have executed and delivered that certain
Subsidiary Guaranty dated as of December 28, 1995, as amended by the
Amendment and Confirmation of Subsidiary Guaranty, Subsidiary Pledge
Agreement and Subsidiary Security Agreement dated as of December 20,
1996 (said Subsidiary Guaranty as so amended and as it may hereafter be
amended, supplemented or otherwise modified from time to time, being
the "Guaranty") in favor of Secured Party for the benefit of Lenders
and any Interest Rate Exchangers, pursuant to which Pledgors have
guarantied the prompt payment and performance when due of all
obligations of Company under the Credit Agreement and all obligations
of Company under the Lender Interest Rate Agreements, including without
limitation the obligation of Company to make payments thereunder in the
event of early termination thereof."
B. Additional Pledgors and Pledged Collateral.
By execution hereof, each of the
New Subsidiaries hereby becomes party to and a "Pledgor" under the Subsidiary
Pledge Agreement and shall be bound by the terms and provisions thereof.
2.3. Subsidiary Security Agreement.
A. Preliminary Statements. Paragraphs A, B and C of the
Preliminary Statements of the
Subsidiary Security Agreement are hereby amended by deleting such paragraphs in
their entirety and substituting
therefor the following:
"A. Secured Party, NationsBanc Capital Markets, Inc.,
as Arranger, and Lenders have entered into a Credit Agreement dated as
of December 28, 1995, as amended by the First Amendment and Waiver to
Credit Agreement dated as of April 22, 1996, and the Second Amendment
to Credit Agreement and Approval dated as of June 20, 1996, and as
amended and restated in full by the Amended and Restated Credit
Agreement dated as of December 20, 1996 (said Credit Agreement, as so
amended and restated, and as it may hereafter be amended, amended and
restated, supplemented or otherwise modified from time to time, being
the "Credit Agreement", the terms defined therein and not otherwise
defined herein being used herein as therein defined) with Regency
Health Services, Inc., a Delaware corporation ("Company") pursuant to
which Lenders have made certain commitments, subject to the terms and
conditions set forth in the Credit Agreement, to extend certain credit
facilities to Company.
B. Company may from time to time enter, or may from
time to time have entered, into one or more Hedge Agreements
(collectively, the "Lender Interest Rate Agreements") with one or more
Lenders (in such capacity, collectively, "Interest Rate Exchangers").
C. Grantors have executed and delivered that certain
Subsidiary Guaranty dated as of December 28, 1995, as amended by the
Amendment and Confirmation of Subsidiary Guaranty, Subsidiary Pledge
Agreement and Subsidiary Security Agreement dated as of December 20,
1996 (said Subsidiary Guaranty, as it may hereafter be amended,
supplemented or otherwise modified from time to time, being the
"Guaranty") in favor of Secured Party for the benefit of Lenders and
any Interest Rate Exchangers, pursuant to which Grantors have
guarantied the prompt payment and performance when due of all
obligations of Company under the Credit Agreement and the other Loan
Documents and all obligations of Company under the Lender Interest Rate
Agreements, including without limitation the obligation of Company to
make payments thereunder in the event of early termination thereof."
B. Additional Grantors. By execution hereof, each
of the New Subsidiaries hereby
becomes party to and a "Grantor" under the Subsidiary Security Agreement and
shall be bound by the terms and
provisions thereof.
C. Amendment to Schedule 1. Schedule 1 of the
Subsidiary Security Agreement is hereby
amended by adding thereto the following information:
52. REGENCY-NORTH CAROLINA, INC.
Corporate Name: Regency-North Carolina, Inc.
Trade Name(s): Regency-North Carolina, Inc.
Chief Executive Office: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Jurisdiction(s) in which
Grantor is Doing Business:North Carolina
53. REGENCY-TENNESSEE, INC.
Corporate Name: Regency-Tennessee, Inc.
Trade Name(s): Regency-Tennessee, Inc.
Chief Executive Office: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
Jurisdiction(s) in which
Grantor is Doing Business:Tennessee
SECTION 3. Confirmation. Each Subsidiary Guarantor hereby
acknowledges that it has reviewed the terms and provisions of the Amended and
Restated Credit Agreement, the Subsidiary Guaranty and Collateral Documents and
this Amendment and Confirmation and fully understands the ramifications of this
Amendment and Confirmation. Each Subsidiary Guarantor hereby confirms that the
Subsidiary Guaranty and the Subsidiary Security Agreement and Subsidiary Pledge
Agreement will continue to guaranty and secure, as the case may be, to the
fullest extent possible the payment and performance of all "Guarantied
Obligations," as defined in the Subsidiary Guaranty, and the "Secured
Obligations," as defined in the Subsidiary Security Agreement and the Subsidiary
Pledge Agreement, and that all such "Guarantied Obligations" and "Secured
Obligations" shall include, without limitation, all Obligations (including,
without limitations, all Obligations in respect of the increased Commitments)
under the Amended and Restated Credit Agreement.
Each Subsidiary Guarantor acknowledges and agrees that the
Subsidiary Guaranty and each Subsidiary Collateral Document shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of the Amended and Restated Credit Amendment or this Amendment and
Confirmation.
SECTION 4. MISCELLANEOUS
A. Reference to and Effect on Subsidiary Guaranty and
Collateral Documents. On and after the date hereof, each reference in the
Subsidiary Guaranty, Subsidiary Pledge Agreement or Subsidiary Security
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like
import referring to the Subsidiary Guaranty, Subsidiary Pledge Agreement or
Subsidiary Security Agreement, and each reference in the other Loan Documents to
the Subsidiary Guaranty, Subsidiary Pledge Agreement or Subsidiary Security
Agreement, or "thereunder," "thereof" or words of like import referring to the
Subsidiary Guaranty, Subsidiary Pledge Agreement or Subsidiary Security
Agreement shall mean and be a reference to the Subsidiary Guaranty, Subsidiary
Pledge Agreement or Subsidiary Security Agreement, as applicable, as amended and
confirmed by this Amendment and Confirmation.
B. Headings. Section and subsection headings in this
Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
and Confirmation for any other
purpose or be given any substantive effect.
C. Applicable Law. THIS AMENDMENT AND CONFIRMATION 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 CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
D. Counterparts; Effectiveness. This Amendment and
Confirmation 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; signature pages may be detached from
multiple separate counterparts and attached to a single counterpart so that all
signature pages are physically attached to the same document. This Amendment and
Confirmation shall become effective upon the execution and delivery of a
counterpart hereof by Subsidiary Guarantors and upon the Closing of the Amended
and Restated Credit Agreement.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, each Subsidiary Guarantor has caused this
Amendment and Confirmation to be duly executed and delivered by its officers
thereunto duly authorized as of the date first written above.
BRITANNY REHABILITATION CENTER
▇▇▇▇▇▇▇▇▇▇ REHABILITATION CENTER
CASA DE VIDA REHABILITATION CENTER
COALINGA REHABILITATION CENTER
COVINA REHABILITATION CENTER
EVERGREEN REHABILITATION CENTER
FAIRFIELD REHABILITATION CENTER
FULLERTON REHABILITATION CENTER
GLENDORA REHABILITATION CENTER
GRAND TERRACE REHABILITATION CENTER
HARBOR VIEW REHABILITATION CENTER
HERITAGE REHABILITATION CENTER
HUNTINGTON BEACH CONVALESCENT HOSPITAL
▇▇▇▇▇▇▇ REHABILITATION CENTER, INC.
▇▇▇▇▇-MAR REHABILITATION CENTER
MEADOWBROOK REHABILITATION CENTER
MEADOWVIEW REHABILITATION CENTER
NEWPORT BEACH REHABILITATION CENTER
PARADISE REHABILITATION CENTER, INC.
PASO ▇▇▇▇▇▇ REHABILITATION CENTER
ROSE REHABILITATION CENTER
ROSEWOOD REHABILITATION CENTER, INC.
SHANDIN HILLS REHABILITATION CENTER
HAWTHORNE REHABILITATION CENTER
STOCKTON REHABILITATION CENTER, INC.
VISTA ▇▇▇▇▇ REHABILITATION CENTER, INC.
WILLOWVIEW REHABILITATION CENTER
NORTH STATE HOME HEALTH CARE, INC.
FIRST CLASS PHARMACY, INC.,
each as Guarantor
By: _______________________
Title: Secretary of each of the above
listed Subsidiaries
Notice Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
[Signatures continued on next page]
OASIS MENTAL HEALTH TREATMENT
CENTER, INC.
HALLMARK HEALTH SERVICES, INC.
RHS MANAGEMENT CORPORATION
▇▇▇▇▇▇▇▇ ENTERPRISES, INC.
SCRS & COMMUNICOLOGY, INC. OF OHIO
CARE ENTERPRISES, INC.
GLENVILLE HEALTH CARE CORP.
CIRCLEVILLE HEALTH CARE CORP.
▇▇▇▇▇▇ HEALTH CARE CORP.
NEW LEXINGTON HEALTH CARE CORP.
AMERICARE MIDWEST, INC.
CARE FINANCE, INC.
HEALTHCARE NETWORK
AMERICARE HOME CARE, INC.
AMERICARE OF WEST VIRGINIA, INC.
▇▇▇▇▇▇ HEALTH CARE CORP.
▇▇▇▇▇▇ COUNTY HEALTH CARE CORP.
SALEM HEALTH CARE CORP.
▇▇▇▇▇▇▇ HEALTH CARE CORP.
CARE ENTERPRISES WEST
BREL, INC.
CARE HOME HEALTH SERVICES, INC.
REGENCY - NORTH CAROLINA, INC.
REGENCY - TENNESSEE, INC.,
each as Guarantor
By: _______________________
Title: Secretary of each of the above
listed Subsidiaries
Notice Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
Agreed and Accepted:
NATIONSBANK OF TEXAS, N.A.,
as Guarantied Party under the
Subsidiary Guaranty and
Secured Party under the
Subsidiary Pledge Agreement and
Subsidiary Security Agreement
By: __________________________
Title:
