EX-10.2 4 g71154ex10-2.txt FOURTH AMENDMENT, DATED JUNE 26, 2001 1 FOURTH AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT FOURTH AMENDMENT, dated as of June 26, 2001 (the "Amendment"), to the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of January 18, 2000, among MARINER POST-ACUTE NETWORK, INC., a Delaware corporation (the "Borrower"), a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, the Guarantors named therein (the "Guarantors"), THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase"), each of the other financial institutions party thereto (together with Chase, the "Banks") and THE CHASE MANHATTAN BANK, as Agent for the Banks (in such capacity, the "Agent"): W I T N E S S E T H: WHEREAS, the Borrower, the Guarantors, the Banks and the Agent are parties to that certain Revolving Credit and Guaranty Agreement, dated as of January 18, 2000, as amended by the First Amendment to Revolving Credit and Guaranty Agreement dated as of February 16, 2000, the Second Amendment to Revolving Credit and Guaranty Agreement dated as of March 20, 2000 and the Third Amendment to Revolving Credit and Guaranty Agreement dated as of January 11, 2001 (as the same may be further amended, modified or supplemented from time to time, the "Credit Agreement"); and WHEREAS, the Borrower and the Guarantors have requested that from and after the Effective Date (as hereinafter defined) of this Amendment, the Credit Agreement be amended subject to and upon the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by the parties as follows: 1. As used herein all terms that are defined in the Credit Agreement shall have the same meanings herein. 2. Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in appropriate alphabetical order: "Fourth Amendment" shall mean the Fourth Amendment to Revolving Credit and Guaranty Agreement, dated as of June 26, 2001. "Second Amending Order" shall have the meaning set forth in paragraph 8 of the Fourth Amendment. 2 2 3. The definition of the term "Maturity Date" set forth in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows: "Maturity Date" shall mean December 31, 2001. 4. Section 6.04 of the Credit Agreement is hereby amended in its entirety to read as follows: 6.04. CAPITAL EXPENDITURES. (a) Make Capital Expenditures (other than Special Capital Expenditures) in excess of (i) $22,000,000 during the Borrower's fiscal year ending September 30, 2001, and (ii) $6,000,000 during the three (3)-month period ending December 31, 2001. (b) Make Special Capital Expenditures in excess of (i) $5,650,000 during the Borrower's fiscal year ending September 30, 2001, and (ii) $1,000,000 during the three (3)-month period ending December 31, 2001. (c) In the case of any Health Care Facility that is leased from, or subject to a lien in favor of, a Real Estate Financier, make Capital Expenditures or Special Capital Expenditures other than for normal routine maintenance or as required to maintain applicable Health Care Permits. As used in this section, the following terms shall have the meanings specified below: "APS" shall mean American Pharmaceutical Services, Inc. and its Subsidiaries. "LTAC's" shall mean the long-term acute care facilities listed as such on Exhibit A to the Fourth Amendment. "Omega Facilities" shall mean the facilities listed as such on Exhibit A to the Fourth Amendment. "Special Capital Expenditures" shall mean, during any period, any Capital Expenditures incurred during such period by the Borrower or any Guarantor relating to the Omega Facilities, the LTAC's or APS, or in connection with Health Care Facilities identified by the Borrower in the Three-Year Business Plan to be sold or otherwise disposed of, or to settlements with creditors approved by 2 3 the Bankruptcy Court, to the extent that the amount of such Capital Expenditures was not included in the Borrower's Three-Year Business Plan. "Three-Year Business Plan" shall mean Borrower's three-year business plan delivered to the Agent, revised as of May 31, 2000. 5. Section 6.05 of the Credit Agreement is hereby amended by inserting the following dates and the following amounts at the end of the table set forth therein: "September 30, 2001 $51,670,000 October 31, 2001 $58,329,000 November 30, 2001 $64,988,000 December 31, 2001 $71,647,000
6. Section 6.14 of the Credit Agreement is hereby amended by deleting the dates "June 30, 2001", "July 31, 2001" and "August 31, 2001" and the percentages set opposite such dates appearing in the table set forth therein and inserting in lieu thereof the following: "June 30, 2001 85.2% July 31, 2001 85.2% August 31, 2001 85.3% September 30, 2001 85.3% October 31, 2001 85.5% November 30, 2001 85.5% December 31, 2001 85.5%"
7. Clause (j) of Section 7.01 of the Credit Agreement is hereby amended by inserting the parenthetical phrase "(other than pursuant to the First Amending Order and the Second Amending Order)" immediately following the words "modifying either of the Orders" appearing at the end thereof. 8. Except as set forth in the following sentence, this Amendment shall not become effective until the date (the "Effective Date") on which (i) this Amendment shall have been executed by the Borrower, the Guarantors, the Banks and the Agent, and the Agent shall have received evidence satisfactory to it of such execution, (ii) the Borrower shall have paid to the Agent, for the respective account of the Banks, an amendment fee in an aggregate amount equal to $400,000, and (iii) the Bankruptcy Court shall have entered an order satisfactory in form and substance to the Agent (the "Second Amending Order") authorizing the terms of this Amendment (including the payment of the fees provided for in clause (ii) of this paragraph). Notwithstanding anything to the contrary set forth in the preceding sentence, the amendment of Section 6.04 of the Credit Agreement appearing in paragraph 4 above shall become effective on the date on which the condition set forth in clause (i) of the preceding sentence shall have been satisfied (except that the word "Banks" in such clause shall be read as "Required Banks" solely for purposes of this sentence), and irrespective of whether the conditions described in clauses (ii) and (iii) of the preceding sentence have been satisfied. 3 4 9. Except to the extent hereby amended, the Credit Agreement and each of the Loan Documents remain in full force and effect and are hereby ratified and affirmed. 10. The Borrower agrees that its obligations set forth in Section 10.05 of the Credit Agreement shall extend to the preparation, execution and delivery of this Amendment, including the reasonable fees and disbursements of special counsel to the Agent. 11. This Amendment shall be limited precisely as written and shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Agent or the Banks may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as modified by this Amendment. 12. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. 13. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 4 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and the year first written. BORROWER: MARINER POST-ACUTE NETWORK, INC. By: ---------------------------------------- Name: Title: GUARANTORS: AMERICAN MEDICAL INSURANCE BILLING SERVICES, INC. AMERICAN PHARMACEUTICAL SERVICES, INC. AMERICAN REHABILITY SERVICES, INC. AMERICAN-CAL MEDICAL SERVICES, INC. AMERRA PROPERTIES, INC. AMS GREEN TREE, INC. AMS PROPERTIES, INC. APS HOLDING COMPANY, INC. APS PHARMACY MANAGEMENT, INC. BRIAN CENTER HEALTH & RETIREMENT/ ALLEGHANY, INC. BRIAN CENTER HEALTH & RETIREMENT/ BASTIAN, INC. BRIAN CENTER HEALTH & RETIREMENT/ TAMPA, INC. BRIAN CENTER HEALTH & RETIREMENT/ WALLACE, INC. BRIAN CENTER MANAGEMENT CORPORATION BRIAN CENTER NURSING CARE/AUSTELL, INC. BRIAN CENTER NURSING CARE/FINCASTLE, INC. BRIAN CENTER NURSING CARE/HICKORY, INC. BRIAN CENTER OF ASHEBORO, INC. BRIAN CENTER OF CENTRAL COLUMBIA, INC. CAMBRIDGE BEDFORD, INC. CAMBRIDGE EAST, INC. CAMBRIDGE NORTH, INC. CAMBRIDGE SOUTH, INC. CLINTONAIRE NURSING HOME, INC. CONNERWOOD HEALTHCARE, INC. 5 6 CORNERSTONE HEALTH MANAGEMENT COMPANY CRESTMONT HEALTH CENTER, INC. DEVCON HOLDING COMPANY EH ACQUISITION CORP. EH ACQUISITION CORP. II EH ACQUISITION CORP. III EVERGREEN HEALTHCARE LTD., L.P. EVERGREEN HEALTHCARE, INC. FRENCHTOWN NURSING HOME, INC. GC SERVICES, INC. GCI BELLA VITA, INC. GCI CAMELLIA CARE CENTER, INC. GCI COLTER VILLAGE, INC. GCI EAST VALLEY MEDICAL & REHABILITATION CENTER, INC. GCI FAITH NURSING HOME, INC. GCI HEALTH CARE CENTERS, INC. GCI JOLLEY ACRES, INC. GCI PALM COURT, INC. GCI PRINCE GEORGE, INC. GCI REHAB, INC. GCI SPRINGDALE VILLAGE, INC. GCI THERAPIES, INC. GCI VILLAGE GREEN, INC. GCI-CAL THERAPIES COMPANY GCI-WISCONSIN PROPERTIES, INC. GRANCARE HOME HEALTH SERVICES, INC. GRANCARE OF MICHIGAN, INC. GRANCARE OF NORTH CAROLINA, INC. GRANCARE OF NORTHERN CALIFORNIA, INC. GRANCARE SOUTH CAROLINA, INC. GRANCARE, INC. HAWK'S-PERIMETER, INC. HERITAGE NURSING HOME, INC. HERITAGE OF LOUISIANA, INC. HMI CONVALESCENT CARE, INC. HOSPICE ASSOCIATES OF AMERICA, INC. HOSTMASTERS, INC. INTERNATIONAL HEALTH CARE MANAGEMENT, INC. INTERNATIONAL X-RAY, INC. LC MANAGEMENT COMPANY LCA OPERATIONAL HOLDING COMPANY LCR, INC. LIVING CENTERS - EAST, INC. LIVING CENTERS - PHCM, INC. 6 7 LIVING CENTERS - ROCKY MOUNTAIN, INC. LIVING CENTERS - SOUTHEAST DEVELOPMENT CORPORATION LIVING CENTERS - SOUTHEAST, INC. LIVING CENTERS DEVELOPMENT COMPANY LIVING CENTERS HOLDING COMPANY LIVING CENTERS LTCP DEVELOPMENT COMPANY LIVING CENTERS OF TEXAS, INC. MADONNA NURSING CENTER, INC. MED-THERAPY REHABILITATION SERVICES, INC. MIDDLEBELT NURSING HOME, INC. MIDDLEBELT-HOPE NURSING HOME, INC. NAN-DAN CORP. NATIONAL HERITAGE REALTY, INC. NIGHTINGALE EAST NURSING CENTER, INC. OMEGA/INDIANA CARE CORP. PROFESSIONAL HEALTH CARE MANAGEMENT, INC. PROFESSIONAL RX SYSTEMS, INC. REHABILITY HEALTH SERVICES, INC. RENAISSANCE MENTAL HEALTH CENTER, INC. ST. ANTHONY NURSING HOME, INC. SUMMIT HOSPITAL HOLDINGS, INC. SUMMIT HOSPITAL OF EAST GEORGIA, INC. SUMMIT HOSPITAL OF SOUTHEAST ARIZONA, INC. SUMMIT HOSPITAL OF SOUTHEAST TEXAS, INC. SUMMIT HOSPITAL OF SOUTHWEST LOUISIANA, INC. SUMMIT HOSPITAL OF WEST GEORGIA, INC. SUMMIT INSTITUTE FOR PULMONARY MEDICINE AND REHABILITATION, INC. SUMMIT INSTITUTE OF AUSTIN, INC. SUMMIT INSTITUTE OF WEST MONROE, INC. 7 8 SUMMIT MEDICAL HOLDINGS, LTD. SUMMIT MEDICAL MANAGEMENT, INC. By: ---------------------------------------- Name: Title: THE CHASE MANHATTAN BANK, INDIVIDUALLY AND AS AGENT By: ---------------------------------------- Name: Title: BANK OF AMERICA, N.A. By: ---------------------------------------- Name: Title: SRV-HIGHLAND, INC. By: ---------------------------------------- Name: Title: GLENEAGLES TRADING LLC By: ---------------------------------------- Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION By: ---------------------------------------- Name: Title: 8 9 FOOTHILL CAPITAL CORPORATION By: ---------------------------------------- Name: Title: GOLDMAN SACHS CREDIT PARTNERS L.P. By: ---------------------------------------- Name: Title: BHF (USA) CAPITAL CORPORATION By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: BDC FINANCE L.L.C. By: ---------------------------------------- Name: Title: HELLER HEALTHCARE FINANCE, INC. By: ---------------------------------------- Name: Title: BAYERISCHE HYPO- UND VEREINSBANK AG NEW YORK BRANCH By: ---------------------------------------- Name: Title: By: ---------------------------------------- Name: Title: 9 10 MUIRFIELD TRADING LLC By: ---------------------------------------- Name: Title: KEMPER FLOATING RATE FUND By: ---------------------------------------- Name: Title: TORONTO DOMINION (NEW YORK), INC. By: ---------------------------------------- Name: Title: 10 11 EXHIBIT A TO FOURTH AMENDMENT Omega Facilities
Name of Facility Subsidiary Lessee/Operator ---------------- -------------------------- 1. Cambridge South Healthcare Center Cambridge South, Inc. Beverly Hills, MI 2. Clinton-Aire Healthcare Center ClintonAire Nursing Home, Clinton Township, MI Inc. 3. Crestmont Health Care Center Crestmont Health Center, Fenton, MI Inc. 4. Heritage Manor Nursing Center Heritage Nursing Home, Inc. Flint, MI 5. Nightingale Healthcare Center Nightingale East Nursing Warren, MI Center, Inc. 6. Hope Healthcare Center Middlebelt-Hope Nursing Westland, MI Home, Inc. 7. Bedford Villa Healthcare Center Cambridge Bedford, Inc. Southfield, MI 8. Cambridge East Healthcare Center Cambridge East, Inc. Madison Heights, MI 9. Cambridge North Healthcare Center Cambridge North, Inc. Clawson, MI 10. Brian Center Health and Rehabilitation Center - Statesville PHCM Statesville, NC 11. Brian Center Health and Rehabilitation Center - Goldsboro PHCM
12 GOLDSBORO, NC 12. Brian Center Health and Rehabilitation Center -Durham PHCM Durham, NC 13. Frenchtown Healthcare Center Frenchtown Nursing Home, Monroe, MI (SOLD 2/1/01) Inc. 14. St. Anthony Health Care Center St. Anthony Nursing Home, Warren, MI (SOLD 2/1/01) Inc. 15. Madonna Healthcare Center Madonna Nursing Home, Inc. Detroit, MI (SOLD 2/1/01) 16. Middlebelt Healthcare Center Middlebelt Nursing Home, Livonia, MI (SOLD 2/1/01) Inc.
LTAC'S
Name of Facility Subsidiary Lessee/Operator ---------------- -------------------------- 1. Summit Hospital of Northeast Summit Institute of West Monroe, Louisiana, West Monroe, LA Inc. 2. Summit Hospital of Northwest Summit Institute for Pulmonary Louisiana, Bossier City, LA Medicine and Rehabilitation, Inc. 3. Summit Hospital of Southwest Summit Hospital of Southwest Louisiana, Sulphur, LA Louisiana, Inc. 4. Summit Hospital of Southeast Summit Hospital of Southwest Arizona, Inc., Tucson, AZ Arizona, Inc. 5. Specialty Hospital of Houston Cornerstone Health Management Houston, TX Company 6. Specialty Hospital of Houston Cornerstone Health Management (Clear Lakes Campus),Houston, TX Company 7. Specialty Hospital of Austin Cornerstone Health Management Houston, TX Company 8. Specialty Hospital of Austin Cornerstone Health Management (St. David's Campus), Austin, TX Company
13 9. Specialty Hospital of Austin Cornerstone Health Management (North Austin Medical Center), Company Austin, TX 10. Summit Hospital of Central Texas, Summit Institute of Austin, Inc. Austin, TX 11. Specialty Hospital of New Orleans Cornerstone Health Management New Orleans, LA Company 12. Compass Hospital of Dallas Summit Medical Management, Inc. De Soto, TX 13. Compass Hospital of San Antonio Summit Medical Management, Inc. San Antonio, TX 14. Specialty Hospital of Mahoning Cornerstone Health Management Valley, Youngstown, OH Company 15. Specialty Hospital of Lorain, Mariner Specialty Hospital Group Lorain, OH 16. Compass Hospital of Phoenix Summit Medical Management, Inc. Phoenix, AZ