1
EXHIBIT 10(j)(x)
NOVACARE, INC.
0000 XXXX XXXXX XXXXXX
XXXX XX XXXXXXX, XX 00000
January 30, 1997
PNC Bank, National Association,
as Agent
One PNC Plaza
Xxxxx Xxxxxx xxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx, Vice President
RE: Amendment No. 9 to Credit Agreement (the "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 8.02 (d) [Negative Covenants; Liquidations, Mergers,
Consolidations, Acquisitions.] is hereby amended by deleting subsection (ii) (g)
thereof and inserting in lieu thereof, the following:
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"(g) the Consideration paid by the Loan Parties for
each Permitted Acquisition shall not exceed Thirty Million Dollars
($30,000,000), and after giving effect to such Permitted Acquisition, the
Consideration paid by the Loan Parties for all Permitted Acquisitions made
during the current fiscal year of the Loan Parties shall not exceed One Hundred
Fifty Million Dollars ($150,000,000) (the "Annual Permitted Acquisition Amount")
provided that in no event shall the portion of the Annual Permitted Acquisition
Amount utilized to make Permitted Acquisitions of physician practices in the
specialty of occupational medicine exceed Forty Million Dollars ($40,000,000) in
any fiscal year and in no event shall the portion of the Annual Permitted
Acquisition Amount utilized to make Permitted Acquisitions of Professional
Employment Organizations exceed Forty Five Million Dollars ($45,000,000) during
the fiscal year ended June 30, 1997 or Forty Million Dollars ($40,000,000)
during any fiscal year thereafter."
(b) Section 8.02 (o) [Negative Covenants.; Minimum Fixed Charge
Coverage Ratio.] is hereby amended by deleting the words "Closing Date" in the
first line of the column entitled "Period" and inserting, in lieu thereof, the
words "9/30/1996".
2. Conditions of Effectiveness.
The effectiveness of this Amendment is expressly conditioned upon
the occurrence and completion of all of the following: (i) the Agent's receipt
of counterparts of this Amendment duly executed by the Borrowers, the Guarantors
and the Required Banks; (ii) the Agent's receipt of a certificate signed by the
Secretary or Assistant Secretary of the Borrowers and Guarantors, certifying as
to all action taken by the Borrowers and Guarantors to authorize the execution,
delivery and performance of this Amendment; and (iii) an opinion of Xxxxx X.
Xxxxxx, General Counsel of the Loan Parties reasonably satisfactory to the Agent
regarding this Amendment. Further, the representations and warranties of the
Loan Parties contained in Article VI of the Credit Agreement shall be true and
accurate on the date hereof with the same effect as though such representations
and warranties had been made on and as of such date (except representations and
warranties which relate solely to an earlier date or time, which representations
and warranties shall be true and correct on and as of the specific dates or
times referred to therein), the Loan Parties shall have performed and complied
with all covenants and conditions hereof; no Event of Default or Potential
Default under the Credit Agreement shall have occurred and be continuing or
shall exist and there shall be delivered to the Agent for the benefit of each
Bank a certificate of an Authorized Officer of the Loan Parties dated as of the
date hereof certifying as to each of the foregoing.
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This 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.
3. Full Force and Effect.
Except as expressly modified and amended by this Amendment, the
Credit Agreement and the other Loan Documents are hereby ratified and confirmed
and shall remain in full force and effect.
4. 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 Amendment
which are payable by the Borrowers as provided in Section 10.05 of the Credit
Agreement.
5. Counterparts.
This 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.
6. Governing Law.
This 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.
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[Signature Page 1 of 6 to Ninth 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/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx, Xx.
---------------------- -----------------------------
Xxxxxx X. Xxxxx, Xx. [Name],
[Seal] the Senior Vice President [Title] of each
Borrower and Guarantor listed on Schedule
6.01(c) of the Credit Agreement (which
Schedule is attached hereto as Exhibit I),
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 6 to Ninth Amendment]
AGENT:
PNC BANK, NATIONAL ASSOCIATION, as Agent
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Title: Vice President
Address for Notices:
One PNC Plaza
Xxxxx Xxxxxx xxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Regional Healthcare Group
Telephone No. (000) 000-0000
BANKS:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Title: Vice President
Address for Notices:
One PNC Plaza
Xxxxx Xxxxxx xxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telecopier No. (000) 000-0000
Attention: Regional Healthcare Group
Telephone No. (000) 000-0000
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[Signature Page 3 of 6 to Ninth Amendment]
CORESTATES BANK, N.A.
/s/ Xxxxxxxx X. Xxxxxxxxx
By:______________________________
Xxxxxxxx X. Xxxxxxxxx
Name:____________________________
Vice President
Title:___________________________
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
OF NORTH CAROLINA
/s/ Xxxxxx X. Xxxxxx
By:______________________________
Xxxxxx X. Xxxxxx
Name:____________________________
A.V.P.
Title:___________________________
Address for Notices:
One First Union Center
000 X. Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Xxxxx X. Xxxxx,
Assistant Vice President
Telephone No. (000) 000-0000
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[Signature Page 4 of 6 to Ninth Amendment]
FLEET BANK OF MASSACHUSETTS, N.A.
By: /s/ Xxx X. Xxxxxxxxxx
-----------------------------
Name: Xxx X. Xxxxxxxxxx
Title: Vice President
Address for Notices:
Health Care and Non Profit Group
Fleet Center MA BOF 00X
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: Xxx Xxxxxxxxxx
Vice President
Telephone No. (000) 000-0000
MELLON BANK, N.A.
By: /s/ Xxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxx
Title: 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: Xxxxx Xxxxx
Vice President
Telephone No. (000) 000-0000
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[Signature Page 5 of 6 to Ninth Amendment]
NATIONSBANK, N.A.
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Address for Notices:
Xxx XxxxxxxXxxx Xxxxx
Xxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
Telecopier No. (000) 000-0000
Attention: X. Xxxxxx Choppin
Sr. Vice President
Telephone No. (000) 000-0000
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
Address for Notices:
Northeastern 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 6 to Ninth Amendment]
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: /s/ Xxxxxx Xxxxxx
-----------------------------
Name: Xxxxxx Xxxxxx
Title: First V.P.
Address for Notices:
Healthcare Banking Group
0-1106, 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
XXXXX XX XXXXXXX
XXXXXX XX XXXXXX
Xx the 29th day of January, 1997 personally appeared
Xxxxxx Xxxxxx, as the First Vice President of SunTrust Bank, Central
Florida, National Association, and before me executed the attached Ninth
Amendment dated as of _____________, 1997 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/ Xxxxxx X. Maldonads
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Signature of Notary Public, State of Georgia
Notary Public, Xxxxxx County, Georgia
My commission expires Sept. 10, 1999
Xxxxxx X. Maldonads
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(Print, Type or Stamp Commissioned Name of
Notary Public) Personally known /x/;
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OR Produced Identification
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Type of identification produced:
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