EXHIBIT 10.2
WAIVER NO. 4
Waiver No. 4 (this "Waiver No. 4") dated as of July 30, 1999, under
the $1,000,000,000 Credit Agreement dated as of April 29, 1998 (as
heretofore amended, the "Credit Agreement") among VENCOR OPERATING, INC.,
VENCOR, INC. (formerly named Vencor Healthcare, Inc.), the LENDERS,
SWINGLINE BANK AND LC ISSUING BANKS party thereto, the SENIOR MANAGING
AGENTS, MANAGING AGENTS AND CO-AGENTS party thereto and ▇▇▇▇▇▇ GUARANTY
TRUST COMPANY OF NEW YORK, as Documentation Agent and Collateral Agent, and
NATIONSBANK, N.A., as Administrative Agent.
WITNESSETH:
WHEREAS, Vencor has advised the Lender Parties that due to its recent
results of operations and current financial condition it needs an extension
of certain waivers under the Credit Agreement granted in (a) the Waiver
dated January 29, 1999 by the Lenders party thereto (hereinafter "Waiver
No. 1"), (b) the Waiver dated as of March 31, 1999 by the Lenders party
thereto (hereinafter "Waiver No. 2") and (c) the Waiver dated as of May 28,
1999 by the Lenders party thereto (hereinafter "Waiver No. 3 and together
with Waiver No. 1 and Waiver No. 2, the "Prior Waivers"), and, subject to
the terms and conditions hereof, the Lenders party hereto are willing to
extend such waivers under the Credit Agreement under the terms more fully
set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Definitions. Unless otherwise specifically defined herein,
each term used herein that is defined in the Credit Agreement shall have
the meaning assigned to such term in the Credit Agreement. As used herein,
the following additional terms have the following meanings:
"Disclosure Materials" means (a) the March 10 Meeting Materials, (b)
the May 20 Meeting Materials, (c) the July 20 Meeting Materials, (d)
Vencor's Annual Report on Form 10-K for 1998 (the "1998 10-K") and (e)
Vencor's Quarterly Report on Form 10-Q for the first quarter of ▇▇▇▇ (▇▇▇
"▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇").
"Freeze Period" means any period during which:
(a) any Vencor Company has failed to pay any rent or other sum payable
to a Ventas Company under any Master Lease Agreement when the same became
due and payable and any Ventas Company has given any Vencor Company a
notice pursuant to
Section 16.1(b) of such Master Lease Agreement demanding payment thereof,
and by 11:30 A.M. on the fifth day after such notice none of the following
circumstances exists: (i) such rent or other sum has been paid in full,
(ii) a stay of any termination or notice of termination of such Master
Lease Agreement is in effect by order of a court or arbitral authority or
(iii) the relevant Ventas Company has agreed in writing to withdraw its
demand for payment or to a standstill, tolling or other suspension of its
rights to give a notice of termination of such Master Lease Agreement,
provided that if a Freeze Period does not exist on account of either clause
(ii) or (iii), a Freeze Period shall nonetheless subsequently and
immediately exist if (A) any such stay expires or is withdrawn or (B) any
such withdrawal, standstill or other suspension by its terms ceases to be
in effect or otherwise terminates, as the case may be; or
(b) any Ventas Company has given a notice to any Vencor Company
pursuant to the penultimate sentence of Section 16.1 of any Master Lease
Agreement terminating such Master Lease Agreement, for so long as none of
the following circumstances exists: (i) each event of default under such
Master Lease Agreement upon the basis of which such notice was given has
been cured and the relevant Ventas Company has confirmed in writing that
such notice is no longer effective and that such Master Lease Agreement
will not be terminated on account of such notice, (ii) a stay of any
termination of such Master Lease Agreement is in effect by order of a court
or arbitral authority or (iii) the relevant Ventas Company has agreed in
writing to withdraw such notice or to a standstill, tolling or other
suspension of the period of time fixed in such notice, provided that if a
Freeze Period does not exist on account of either clause (ii) or (iii), a
Freeze Period shall nonetheless subsequently and immediately exist if (A)
any such stay expires or is withdrawn or (B) any such withdrawal,
standstill, tolling or other suspension by its terms ceases to be in effect
or otherwise terminates; or
(c) the obligor of any Medicaid Receivable, Medicare Receivable
or VA Receivable (or any agent thereof) collects a payment of any PPS
Overpayment Amount by exercising a right of set-off or recoupment (or any
similar right) against its obligations on account of any such Receivable
or, on account of any demand by such an obligor or agent for payment by a
date certain of any PPS Overpayment Amount (after giving effect to any
negotiations with such obligor or agent prior to such date certain), any
Vencor Company pays or will be, on the day following any date of
determination, obligated to pay any PPS Overpayment Amount, and the
cumulative amount of all PPS Overpayment Amounts so collected by exercise
of the right of set-off, recoupment or similar right from or paid by the
Vencor Companies, in the aggregate, or that the Vencor Companies, in the
aggregate, are obligated to pay during the period from March 10, 1999 to
the date of determination (without duplication but including in all cases
any amounts paid or payable pursuant to the April 21, 1999 letter from
Mutual of Omaha Insurance Company (the "MOIC Letter")) exceeds $10,000,000;
or
(d) the trustee under the 1998 Subordinated Note Indenture or
Persons purporting to constitute the holders of at least 25% of the
outstanding 1998 Subordinated Notes give notice accelerating the maturity
of the 1998 Subordinated Notes or such
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trustee or Persons purporting to be the holders of 10% or more of the
principal amount of the 1998 Subordinated Notes commence legal proceedings
to collect any unpaid amount of principal of or interest on the 1998
Subordinated Notes and in any such case the Required Basic Lenders
determine (which they may do in their sole and absolute discretion) that a
Freeze Period is to exist, provided that any such determination may be
successively rescinded or re-instated by a subsequent determination of the
Required Basic Lenders (who need not be the same Basic Lenders and who may
do so in their sole and absolute discretion).
"Lease Accounting Issue" means the circumstance that, in the absence
of an amendment to the Master Lease Agreements of the nature described in
the last sentence of Section 2(a), under generally accepted accounting
principles, the Master Lease Agreements should have been treated as capital
leases in the preparation of Vencor's financial statements as a consequence
of the provisions in Section 16.4 thereof.
"March 10 Meeting Materials" means the written materials prepared by
or on behalf of Vencor and distributed to the Persons attending the lender
meeting held by Vencor on March 10, 1999 at such meeting.
"May 20 Meeting Materials" means the written materials prepared by or
on behalf of Vencor and distributed to the Persons attending the lender
meeting held by Vencor on May 20, 1999 at such meeting.
"July 20 Meeting Materials" means the written materials prepared by or
on behalf of Vencor and distributed to the Persons attending the lender
meeting held by Vencor on July 20, 1999 at such meeting.
"PPS Overpayment Amount" means any amount that constitutes a liability
of a Vencor Company to a federal or state governmental authority on account
of hospital and skilled nursing facility PIP overpayments made to it, as
described in the March 10 Meeting Materials (but including amounts accrued
after December 31, 1998).
Section 2. Certain Waivers. (a) The Lenders hereby waive (including
for purposes of Section 9.02 of the Credit Agreement but, in the case of
clauses (iv) and (v), subject to Section 9) any Default that:
(i) may have occurred or occurs as a result of Vencor failing to be
in compliance with the provisions of Article 6 of the Credit
Agreement;
(ii) occurs as a result of any Vencor Company failing to pay any
rent or other sum payable to any Ventas Company under or pursuant to
the terms of any Master Lease Agreement when the same becomes due and
payable;
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(iii) occurred as a result of the Borrower's failure to make the
interest payment on the 1998 Subordinated Notes due on May 1,1999
(including by way of an Event of Default described in clause (h) of
Section 9.03 of the Credit Agreement, but not including an Event of
Default arising under clause (p) of Section 9.02 of the Credit
Agreement on account of the Facility B Loans having been declared
immediately due and payable, even if such acceleration is based solely
or in part on such failure to pay);
(iv) may have occurred as a result of the Borrower at any time
prior to the date hereof having made or been deemed to have made the
representation and warranty set forth in Section 4.05(d) of the Credit
Agreement without qualification by reference to the circumstances
described in any of the Disclosure Materials and the Lease Accounting
Issue;
(v) may have occurred as a result of the Borrower at any time
prior to the date hereof having made or been deemed to have made the
representations and warranties set forth in Sections 4.05(b), 4.05(c),
4.06, 4.09 and 4.14 and such representations and warranties, in light
of the circumstances described in any of the Disclosure Materials or
the Lease Accounting Issue, having been incorrect in material respects
when made or deemed made; and
(vi) occurs by reason of Vencor failing timely to deliver any
financial statements or related certificates pursuant to Section 5.01
of the Credit Agreement.
The Lenders also agree that any amendment of any Master Lease Agreement to
delete Section 16.4 thereof would not constitute a violation of Section 7.11(b)
of the Credit Agreement.
(b) The foregoing waivers shall be effective solely during the
period ending 5:00 P.M. (Eastern time) on August 27, 1999 (the "Waiver
Period").
Section 3. Revolving Credit Facility. (a) The Revolving Credit
Commitments were permanently ratably reduced to an aggregate amount of
$125,000,000 pursuant to Waiver No. 2 and were further permanently
ratably reduced to an aggregate amount of $80,000,000 pursuant to
Waiver No. 3.
(b) The maximum Aggregate LC Exposure set forth in Section
2.07(b)(i) of the Credit Agreement was permanently reduced to
$30,000,000 pursuant to Waiver No. 2. In addition to the limit on
expiry dates set forth in Section 2.07(c) of the Credit Agreement, no
Letter of Credit issued or extended during the Waiver Period shall
have an expiry date when issued or so extended later than one year
from the date of issuance or the expiry date in effect immediately
prior to such extension, as the case may be.
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(c) The requirements of clause (d) of Section 3.02 of the Credit
Agreement are hereby waived during the Waiver Period to the limited
extent that (i) the representation and warranty set forth in Section
4.05(d) is not true solely on account of the circumstances described
in any of the Disclosure Materials or the Lease Accounting Issue or
(ii) the representations and warranties set forth in Sections 4.05(b),
4.05(c), 4.06, 4.09 and 4.14, in light of the circumstances described
in any of the Disclosure Materials or the Lease Accounting Issue, are
incorrect in material respects, and any representation or warranty
made or deemed made by the Borrower on or after the date hereof during
the Waiver Period pursuant to Section 3.02 of the Credit Agreement
shall be deemed qualified to such extent.
Section 4. Borrowings. (a) The Borrower agrees that during the period
from the date hereof until 5:30 P.M. (New York City time) on August 27,
1999, it will not give any Notice of Borrowing for Swingline Loans or
Revolving Credit Loans in an amount in excess of its actual cash needs in
the ordinary course of business (net of other sources of fluids available
or expected to be available to it, including previous Borrowings) during
the three-day period beginning with the related date of Borrowing, for
amounts it actually intends to pay and determined consistent with the
Borrower's historical cash management practices (it being agreed that such
practices may need to take into account any changes in fluids availability
made by the Vencor Companies' cash management banks as a result of Vencor'
5 current financial condition), as certified in reasonable detail
(including a breakdown by category of the expenses or other amounts to be
paid during such periods) by the Borrower's Chief Financial Officer or
Treasurer in a certificate accompanying such Notice of Borrowing, provided
that:
(i) if the amount so determined is less than $1,000,000, such
Borrowing may be in the amount of $1,000,000;
(ii) the Borrower will not make any Borrowing for the purpose of
making payment of any rent or other sum payable to any Ventas
Company under a Master Lease Agreement except on the date a
Vencor Company is actually going to make such payment (as
certified by the Borrower's Chief Financial Officer or
Treasurer in the certificate accompanying the related Notice
of Borrowing), and the requirement to make any such payment
shall be disregarded when determining the Borrower's actual
cash needs on any day prior to such day;
(iii) the maximum amount of Swingline Borrowings and Revolving
Credit Borrowings and Aggregate LC Exposure that may be
outstanding during the Waiver Period may not exceed
$55,000,000 (determined without including the Aggregate LC
Exposure on account of Letters of Credit outstanding on the
date of Waiver No. 1 (and any extensions or concurrent
replacements thereof that do not increase the amount
thereof)); and
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(iv) during any Freeze Period, the Borrower will not give any
Notice of Borrowing or request the issuance of any Additional
Letter of Credit other than for purposes of extending or
concurrently replacing, without any increase in the amount
thereof, any Letter of Credit that was outstanding on the date
of Waiver No. 1 (or any previous extension or concurrent
replacement thereof), and during any Freeze Period neither the
Revolving Credit Lenders nor the Swingline Bank nor any LC
Issuing Bank shall have any obligation to fund any Borrowing
or issue any Additional Letter of Credit (other than as so
qualified) (whether or not the related Notice of Borrowing or
notice of issuance was given before or during such Freeze
Period), provided that the foregoing does not affect the
rights of the Swingline Bank and the obligations of the
Revolving Credit Lenders under Section 2.08(i) of the Credit
Agreement.
(b) The Borrower further agrees that:
(i) all Borrowings made pursuant to this Section 4 shall be made
and remain outstanding solely as Base Rate Borrowings;
(ii) any Notice of Borrowing for a Borrowing of Revolving Credit
Loans during the Waiver Period shall be given not later than
Noon (Eastern time) on the date of such Borrowing and any
Notice of Swingline Borrowing during the Wavier Period shall
be given not later than 1:00 P.M. (Eastern time) on the date
of the related Swingline Borrowing;
(iii) during the Waiver Period and at any time thereafter when any
Default has occurred and is continuing, the Applicable Margin,
LC Fee Rate and Commitment Fee Rate shall always be determined
as if Level IX were applicable, regardless of the actual
Leverage Ratio;
(iv) during the Waiver Period and at any time thereafter when any
Default has occurred and is continuing, interest on all Base
Rate Loans shall be payable on the 22nd day of each month
rather than quarterly and letter of credit fees payable
pursuant to Section 2.07(h) of the Credit Agreement and
commitment fees payable pursuant to Section 2.09 of the Credit
Agreement shall be payable on the 22nd day of each month
instead of quarterly (and on each other date specified in the
applicable section); and
(v) during the Waiver Period and at any time thereafter when any
Default has occurred and is continuing, the Borrower may not
elect
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any Interest Period for a Fixed Rate Loan pursuant to Section
2.06 other than one month or 30 days, as the case may be.
(c) The provisions of Section 4(a) (and for purposes thereof of any defined
term used therein) may not be amended, waived, supplemented or modified
in any respect without the written consent of Lenders having
outstanding Revolving Credit Exposures and/or outstanding Facility A
Loans in an aggregate amount (excluding accrued interest) equal to at
least 75% of the sum of (x) the aggregate amount of the Revolving
Credit Exposures at such time and (y) the aggregate outstanding
principal amount of Facility A Loans at such time.
Section 5. Additional Covenants. Each of Vencor and the Borrower
agrees that, so long as any Lender has any Credit Exposure under the Credit
Agreement or any interest or fee accrued thereunder remains unpaid:
(a) Vencor will deliver the following information to the
Administrative Agent:
(i) notice by facsimile immediately, and in any event on the
same day, if any Vencor Company either pays or fails to pay any
rent or other amount payable to any Ventas Company under any
Master Lease Agreement when due (without regard for any grace
period);
(ii) notice by facsimile immediately, and in any event on the
same day, if the Borrower either makes or fails to make any
payment of principal of or interest on the 1998 Subordinated
Notes when due (without regard for any grace period);
(iii) notice by facsimile promptly, and in any event on the same
day, of receipt from any Ventas Company of(1) a notice pursuant
to Section 16.1(b) of any Master Lease Agreement demanding
payment of any rent or other sum payable under such Master Lease
Agreement that was not paid when due, or (2) a notice pursuant
to the penultimate sentence of Section 16.1 of any Master Lease
Agreement terminating such Master Lease Agreement, in each case
together with a copy of such notice;
(iv) notice by facsimile promptly, and in any event on the same
day, of receipt from the trustee under the 1998 Subordinated
Note Indenture or Persons purporting to constitute the holders
of at least 25% of the outstanding 1998 Subordinated Notes of
notice accelerating the maturity of the 1998 Subordinated Notes,
together with a copy of such notice, or of knowledge that such
trustee or Persons purporting to be the holders of 10% or more
of the principal amount of the 1998 Notes
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have commenced legal proceedings to collect any unpaid amount of
principal of or interest on the 1998 Subordinated Notes;
(v) notice by facsimile promptly, and in any event on the same
day, of (1) receiving notice or otherwise becoming aware that
the obligor of any Medicaid Receivable, Medicare Receivable or
VA Receivable (or any agent thereof) has collected a payment of
any PPS Overpayment Amount by exercising a right of set-off or
recoupment (or any similar right) against its obligations on
account of such Receivable, (2) receipt of a demand by such an
obligor or agent for payment by a date certain of any PPS
Overpayment Amount or (3) making of a payment pursuant to the
MOIC Letter, specifying the amount of such payment so collected
or made or amount demanded and the cumulative amount (without
duplication) of all such payments made by, or so demanded or so
collected from, the Vencor Companies, in the aggregate, during
the period from March 10, 1999 to the date of such notice and,
in any event, of determining that a Freeze Period exists
pursuant to clause (c) of the definition thereof;
(vi) by facsimile no later than 5:00 P.M. (Eastern time) on
each Tuesday (or, if such day is not a Domestic Business Day,
the next succeeding Domestic Business Day), a report setting
forth for each day (a "Census Measurement Day") during the
seven-day period ending on the day preceding such report the
10-day moving average of the daily census in (1) its hospitals
(the "Hospital Daily Census") and (2) its nursing homes (the
"Nursing Homes Daily Census") (all such calculations to be made
in a manner consistent with Vencor's historical practices in
compiling and reporting such data); and
(vii) for each month (with sufficient copies for each Lender) a
copy of Vencor's monthly management operating report (including
financial statements) for such month, to be in substantially the
same format and level of detail as the prior period report
delivered to the Agents in connection with the negotiation of
Waiver No. 2 (with such exclusions and variations as the Agents
may approve) and to be delivered within 45 days after the end of
such month if it is the last month of a fiscal quarter and in
all other cases within 30 days after the end of such month.
(b) For each Census Measurement Day, the Hospital Daily Census shall
be no less than 2,500 and the Nursing Home Daily Census shall be no less
than
29,000.
Section 6. Miscellaneous Other Provisions. (a) The rights of each
Lender Party pursuant to clause (ii) of Section 12.03(a) of the Credit
Agreement shall be determined
8
without giving effect to this Waiver No. 4 or the Prior Waivers. Without
limiting the generality of Section 12.03(a), the Borrower agrees that it
will pay on demand all statements for fees and expenses (which may include
amounts on account) of any financial, accounting or valuation advisers or
special counsel retained by the Agents or the steering committee for the
Lenders, as well as all out-of-pocket expenses incurred by either Agent or
any member of the steering committee in connection with it acting as such.
(b) The right of the Borrower pursuant to Section 12.06(c) to consent
to any Assignee and the related assignment shall be determined without
giving effect to this Waiver No. 4, and any Assignee and the related
assignment shall always (including any time after expiration of the Waiver
Period) be subject to the consent of the Administrative Agent regardless of
whether any Event of Default has occurred and is continuing.
(c) The amount specified in Section 9.02(k) of the Credit Agreement
was permanently reduced from $20,000,000 to $1,000,000 pursuant to Waiver
No. 2.
(d) The Documentation Agent, in its capacity as Leasehold Mortgagee
with respect to the Master Lease Agreements, was authorized and directed by
Waiver No. 3 to confirm that the provisions of the May 8 Amendment No. 2 to
the Second Standstill Agreement between Vencor and Ventas, bearing on
certain cure rights of the Vencor Companies under the Master Lease
Agreements, shall neither shorten nor extend the cure period for the
Leasehold Mortgagee pursuant to Section 22.4 of the Master Lease
Agreements. The Documentation Agent, in such capacity, is authorized and
directed to deliver similar confirmations with respect to successive
similarly structured amendments to such Second Standstill Agreement.
Section 7. Lapse of Waiver. Vencor agrees that its failure to comply
with any provision of this Waiver No. 4 (which shall include the failure,
for whatever reason, of the Hospital Daily Census or the Nursing Home Daily
Census to be at or above the applicable level specified in Section 5(b))
shall cause the waivers granted hereby to cease to be in effect (i) in the
case of clauses (i) through (v) of Section 5(a), if such failure continues
for one Domestic Business Day (without the requirement of any notice from
the Administrative Agent or any Lenders), (ii) in the case of clause (vii)
of Section 5(a), if such failure continues for more than five days after
notice from the Administrative Agent given at the direction of the Required
Basic Lenders and (iii) in all other cases, immediately and without the
requirement of any prior notice from or further action on the part of any
Lender or the Agents.
Section 8. Representations Correct; No Default. Vencor represents and
warrants that, except as expressly waived hereby, on and as of the date
hereof (i) the representations and warranties contained in the Credit
Agreement are true as though made on and as of the date hereof and (ii) no
Default has occurred and is continuing. Vencor further represents and
warrants that:
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(a) the financial statements in the 1998 10-K fairly present in
all material respects, in conformity with generally accepted accounting
principles, the consolidated financial position of Vencor and its
consolidated subsidiaries at the end of such year and their consolidated
results of operations and cash flows for such year;
(b) the financial statements in the 1st Quarter 1O-Q fairly
present in all material respects, in conformity with generally accepted
accounting principles (subject to normal year-end adjustments and the
absence of footnotes), the consolidated financial position of Vencor and
its consolidated subsidiaries at the end of such quarter and their
consolidated results of operations for such quarter; and
(c) the information (other than projections and forecasts)
included in the July 20 Meeting Materials, when taken as a whole together
with the other Disclosure Materials, is true and accurate in all material
respects or based on reasonable estimates, and not incomplete by omitting
to state any fact necessary to make such information, when taken as a whole
together with the other Disclosure Materials, not misleading in any
material respect in light of the circumstances under which such information
was provided. The projections and forecasts included in the July 20 Meeting
Materials were based on reasonable assumptions and, when prepared,
represented a reasonable estimate of the future performance of the Vencor
Companies (subject to any express disclaimers set forth in the July 20
Meeting Materials).
Section 9. Counterparts; Effectiveness. (a) This waiver 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.
(b) This Waiver No. 4 shall become effective as of the date
hereof when the Documentation Agent shall have received duly executed
counterparts hereof signed by Vencor, the Borrower and the Required Basic
Lenders (or, in the case of any Lender as to which an executed counterpart
shall not have been received, the Documentation Agent shall have received
telegraphic, telex or other written confirmation from such party of
execution of a counterpart hereof by such Lender).
(c) Promptly after this Waiver No. 4 has become effective, the
Borrower shall pay to the Administrative Agent, in immediately available
funds, for the account of each Basic Lender that has evidenced its
agreement hereto as provided in Section 9(b) by 5:00 P.M. (Eastern time) on
the later of (i) July 29, 1999 and (ii) the date the Documentation Agent
issues a notice to the Basic Lenders saying that this Waiver No. 4 has
become effective, a waiver fee in an amount equal to 0.10% of the sum of
(A) the Revolving Credit Commitment of such Lender and (B) the aggregate
outstanding principal amount of the Facility A Loans of such Lender (as at
the opening of business on the date hereof).
(d) Except as expressly set forth herein, the waivers contained
herein shall not constitute a waiver or amendment of any term or condition
of the Credit
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Agreement or any other Financing Document, and all such terms and
conditions shall remain in full force and effect and are hereby ratified
and confirmed in all respects. Each of Vencor and the Borrower understands
and accepts the interim nature of the waivers provided hereby, and agrees
that no failure or delay by the Lender Parties, or any of them, in
exercising any right, power or privilege under this Waiver No. 4, any Prior
Waiver or any Financing Document, or any other action taken or not taken or
statement made during the period that any Prior Waiver was in effect or
this Waiver No. 4 is in effect shall operate as a waiver thereof or
obligate any Lender Party to agree to an extension of the waivers granted
hereby or any other waivers, nor shall any single or partial exercise of
any such right, power or privilege preclude any other or further exercise
of thereof or of any other right, power or privilege. The waivers set forth
in clauses (iv) and (v) of Section 2(a) are solely for the purpose of
clarifying the ability of the Borrower during the Waiver Period, subject to
the terms hereof, to continue to have available to it Revolving Credit
Loans, Swingline Loans and Additional Letters of Credit, and do not
constitute a waiver, release or other diminution of any claim, cause of
action or other right that any Lender Party may have against any Person on
account of or in any way based on any representation and warranty made
under any Financing Document having been incorrect in any respect when made
or deemed made, all of which claims, causes of action and other rights are
expressly preserved.
Section 10. Governing Law. THIS WAIVER NO. 4 SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver No. 4 to be
duly executed by their respective authorized officers as of the day and year
first above written.
VENCOR OPERATING, INC.
By:
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Name:
Title:
VENCOR, INC.
By:
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Name:
Title:
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LENDERS
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▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
By:
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Name:
Title:
APPALOOSA INVESTMENT LIMITED PARTNERSHIP
By:
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Name:
Title:
BANK OF AMERICA NT & SA
By:
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Name:
Title:
BANK OF AMERICA, NA
By:
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Name:
Title:
BANK OF NEW YORK
By:
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Name:
Title:
▇▇
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
By:
----------------------------
Name:
Title:
BANKERS TRUST
By:
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Name:
Title:
BANQUE PARIBAS
By:
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Name:
Title:
By:
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Name:
Title:
BEAR ▇▇▇▇▇▇ & CO INC
By:
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Name:
Title:
CHASE MANHATTAN
By:
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Name:
Title:
13
COMERICA BANK
By:
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Name:
Title:
COMERICA BANK
By:
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Name:
Title:
CREDIT LYONNAIS NY BANK
By:
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Name:
Title:
CREDITANSTALT
By:
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Name:
Title:
By:
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Name:
Title:
14
FERNWOOD ASSOCIATES LP
By:
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Name:
Title:
FIRST UNION NATIONAL BANK
By:
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Name:
Title:
FLEET NATIONAL BANK
By:
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Name:
Title:
GENERAL ELECTRIC CAPITAL
By:
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Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS LP
By:
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Name:
Title:
15
HALCYON DISTRESSED SECURITIES LP
By:
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Name:
Title:
INDUSTRIAL BANK OF JAPAN
By:
----------------------------
Name:
Title:
▇▇▇▇▇▇ COMMERCIAL PAPER
By:
----------------------------
Name:
Title:
PNC BANK NA
By:
----------------------------
Name:
Title:
SUMITOMO BANK
By:
----------------------------
Name:
Title:
16
▇. ▇▇▇▇ PRICE RECOVERY FUND II LP
By:
----------------------------
Name:
Title:
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL SENIOR INCOME TRUST
By:
----------------------------
Name:
Title:
WACHOVIA BANK OF GA
By:
----------------------------
Name:
Title:
DEPARTMENT OF PENSIONS
CITY OF LOS ANGELES
By:
----------------------------
Name:
Title:
17
