1
NOVACARE, INC.
0000 XXXX XXXXX XXXXXX
XXXX XX XXXXXXX, XX 00000
February 27, 1998
PNC Bank, National Association,
as Agent
One PNC Plaza
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxxx, Vice President
RE: Fifteenth Amendment and Waiver to Credit Agreement (the
"Fifteenth Amendment")
Dear Xxxxxx:
We refer to that certain Credit Agreement, dated as of May 27, 1994, as
amended (the "Credit Agreement"), by and among NovaCare, Inc. ("NovaCare") and
certain of its Subsidiaries, the Banks party thereto and PNC Bank, National
Association, as agent for the Banks ("Agent"). Defined terms used herein, not
otherwise defined herein, shall have the meanings given to them under the Credit
Agreement as amended hereby.
The Borrowers and Guarantors, the Banks and the Agent hereby desire to
amend the Credit Agreement, as hereinafter provided.
The parties hereto in consideration of their mutual covenants and
agreements hereinafter set forth, and intending to be legally bound hereby,
covenant and agree as follows:
AGREEMENT
1. Amendment of Credit Agreement
The parties hereto do hereby modify and amend the Credit Agreement as
follows:
(a) Section 1.01 [Certain Definitions] is hereby
amended by deleting in its entirety the definition of Permitted Additional
Subordinated Indebtedness and inserting in lieu thereof, the following:
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"Permitted Additional Subordinated Indebtedness shall
mean Indebtedness which meets each of the following conditions: (A) the
documentation governing such Indebtedness shall provide that the rights
of the holders thereof shall be subordinate to the rights of the Agent
and the Banks with respect to the Indebtedness under the Loan Documents
in accordance with the subordination provisions contained in Exhibit
1.01(P)(3) with such revisions thereto as are reasonably satisfactory
to the Agent,(B) the agreements governing such Indebtedness shall not
contain any provisions which are more restrictive than the provisions
of this Agreement, and (C) the Loan Parties shall deliver to the Agent
on behalf of the Banks copies of drafts of the agreements described in
clauses (A) and (B) at least five (5) Business Days before they incur
such Indebtedness if the amount of such Indebtedness shall exceed
$5,000,000."
2. Waiver to Credit Agreement.
In connection with the Acquisition of Xxxxxx Sportsmedicine
Institute, Inc. (the "Xxxxxx Acquisition") the parties hereto do hereby waive
the dollar limitation for an individual Permitted Acquisition contained in
Section 8.02(d)(ii)(g) [Liquidations, Mergers, Consolidations, Acquisitions] for
the sole purpose of permitting the consummation of the Xxxxxx Acquisition and
the payment of the Consideration in connection therewith which shall exceed
Thirty Million Dollars ($30,000,000):
3. Conditions of Effectiveness.
The effectiveness of this Fifteenth Amendment is expressly conditioned
upon (i) the Agent's receipt of counterparts of this Fifteenth Amendment duly
executed by the Borrowers, the Guarantors, the Banks.
This Fifteenth Amendment shall be dated as of and shall be effective as
of the date and year first above written which shall be the date of satisfaction
of all conditions precedent to effectiveness as set forth in this Section 2.
4. Consent of Required Banks.
Pursuant to Section 11.01 of the Credit Agreement, this Fifteenth
Amendment shall require the written consent of the Required Banks.
5. Full Force and Effect.
Except as expressly modified and amended by this Fifteenth Amendment,
the Credit Agreement and the other Loan Documents are hereby ratified and
confirmed and shall remain in full force and effect.
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6. Costs, Expenses, Disbursements.
The Borrowers hereby agree to reimburse the Agent and the Banks on
demand for all costs, expenses and disbursements relating to this Fifteenth
Amendment which are payable by the Borrowers as provided in Section 10.05 of the
Credit Agreement.
7. Counterparts.
This Fifteenth Amendment may be executed by different parties hereto in
any number of separate counterparts, each of which, when so executed and
delivered, shall be an original, and all of such counterparts shall together
constitute one and the same instrument.
8. Governing Law.
This Fifteenth Amendment shall be deemed to be a contract under the
laws of the Commonwealth of Pennsylvania and for all purposes shall be governed
by and construed and enforced in accordance with the internal laws of the
Commonwealth of Pennsylvania without regard to its conflict of laws principles.
[SIGNATURES BEGIN ON NEXT PAGE]
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[Signature Page 1 of 8 to Fifteenth Amendment]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Amendment as of the day and year first above
written.
BORROWERS AND GUARANTORS:
ATTEST: NOVACARE, INC., a Delaware corporation,
and each of the other BORROWERS listed on
Schedule 6.01(c) of the Credit Agreement
(which Schedule is attached hereto as
Exhibit I) and each of the GUARANTORS
listed on Schedule 6.01(c) of the Credit
Agreement (which Schedule is attached
hereto as Exhibit I), other than those
listed below
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx
[Seal] Xxxxxxx X. XxXxxxxx [Name], the
Vice President and Treasurer
[Title] of each Borrower and Guarantor
listed on Schedule 6.01(c) of the Credit
Agreement (which Schedule is attached
hereto as Exhibit II), other than those
listed below, which is a corporation and
of each general partner of each Borrower
and Guarantor which is a partnership
Address for Notices for each of the
foregoing Borrowers and Guarantors:
0000 Xxxx Xxxxx Xxxxxx
Xxxx xx Xxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Chief Financial Officer
Telephone No. (000) 000-0000
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[Signature Page 2 of 8 to Fifteenth Amendment]
AGENT:
PNC BANK, NATIONAL ASSOCIATION, as
Agent
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Title: Assistant Vice President
Address for Notices:
One PNC Plaza
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Regional Healthcare Group
Telephone No. (000) 000-0000
BANKS:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Title: Assistant Vice President
-------------------------------
Address for Notices:
One PNC Plaza
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Regional Healthcare Group
Telephone No. (000) 000-0000
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[Signature Page 3 of 8 to Fifteenth Amendment]
CORESTATES BANK, N.A.
By: /s/ Xxxxxxx X. XxXxxxx
-------------------------------------
Name: Xxxxxxx X. XxXxxxx
-----------------------------------
Title: Vice President
----------------------------------
Address for Notices:
0000 Xxxxxxxx Xxxxxx
X.X. Xxx 0000
FC 1-8-3-22
Xxxxxxxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxxxxx
Assistant Vice President
Telephone No. (000) 000-0000
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President
----------------------------------
Address for Notices:
One First Union Center
000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Xxxxxxx Xxxxx
Assistant Vice President
Telephone No. (000) 000-0000
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[Signature Page 4 of 8 to Fifteenth Amendment]
FLEET NATIONAL BANK
By: /s/ Xxxx X. Xxxx
-------------------------------------
Name: Xxxx X. Xxxx
-----------------------------------
Title: Assistant Vice President
----------------------------------
Address for Notices:
Health Care and Institutions Group
One Federal Street - MA OFDO7B
Xxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
Vice President
Telephone No. (000) 000-0000
MELLON BANK, N.A.
By: /s/ Xxxxxxx Cunuiffe
-------------------------------------
Name: Xxxxxxx Cunuiffe
-----------------------------------
Title: Assistant Vice President
----------------------------------
Address for Notices:
Healthcare Banking
Plymouth Meeting/Exec. Campus
000 X. Xxxxxxxxxx Xxxx
Xxxxx 000/XXX #00X-0000
Xxxxxxxx Xxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Xxxxxxx Xxxxxxxx
Assistant Vice President
Telephone No. (000) 000-0000
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[Signature Page 5 of 8 to Fifteenth Amendment]
NATIONSBANK, N.A.
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Name: Xxxxx Xxxxxx
-----------------------------------
Title: Vice President
----------------------------------
Address for Notices:
Healthcare Finance Group
Xxx XxxxxxxXxxx Xxxxx
Xxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Xxxxx Xxxxxx
Vice President
Telephone No. (000) 000-0000
THE BANK OF NEW YORK
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
-----------------------------------
Title: Vice President
----------------------------------
Address for Notices:
Northeast Division
Xxx Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Xxxxx Xxxxxx
Vice President
Telephone No. (000) 000-0000
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[Signature Page 6 of 8 to Fifteenth Amendment]
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------
Title: Vice President
----------------------------------
Address for Notices:
Healthcare Banking Group
0-1101, Tower 10
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx
First Vice President
Telephone No. (000) 000-0000
BANK ONE, KENTUCKY, NA
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
-----------------------------------
Title: Senior Vice President
----------------------------------
Address for Notices:
Internal Zip KY1-2216
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Xxxx Xxxxxx
Xx. Vice President
Telephone No. (000) 000-0000
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[Signature Page 7 of 8 to Fifteenth Amendment]
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxx
-------------------------------------
Name: Xxxxxxx Xxxx
-----------------------------------
Title: Vice President
----------------------------------
Address for Notices:
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No. (000) 000-0000
Attention: Xxxxx Xxxxx
Assistant Vice President
Telephone No. (000) 000-0000
CRESTAR BANK
By: /s/ Xxxxx XxXxxxx
-------------------------------------
Name: Xxxxx XxXxxxx
-----------------------------------
Title: Vice President
----------------------------------
Address for Notices:
000 Xxxx Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Xxxxx XxXxxxx
Vice President
Telephone No. (000) 000-0000
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[Signature Page 8 of 8 to Fifteenth Amendment]
BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By: /s/ X. Xxxxxxxx
-------------------------------------
Name: X. Xxxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
Address for Notices:
US Corp. Banking Division
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Telecopier No. (000) 000-0000
Attention: Xxx Xxxxx
Vice President
Telephone No. (000) 000-0000
AMSOUTH BANK
By: /s/ Xxx XxXxxxx
-------------------------------------
Name: Xxx XxXxxxx
-----------------------------------
Title: Assitant Vice President
----------------------------------
Address for Notices:
0000 0xx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Xxx XxXxxxx
Commercial Banking Officer
Telephone No. (000) 000-0000
00
XXXXX XX XXXXXXX
XXXXXX XX XXXXXX
Xx the 26th day of February, 1998 personally appeared Xxxxxx X. Xxxxx,
as the Vice President of SunTrust Bank, Central Florida, National Association,
and before me executed the attached Fifteenth Amendment and Consent dated as of
February 27, 1998 to the Credit Agreement between NovaCare, Inc., with SunTrust
Bank, Central Florida, National Association, as Lender.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in
the state and county aforesaid.
/s/ Xxxxx Xxxxx
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Signature of Notary Public, State of Georgia
Xxxxx Xxxxx
(Print, Type or Stamp Commissioned Name of Notary
Public) Personally known ____XX____; OR Produced
Identification Type of identification produced: