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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): November 23, 1999
VISION TWENTY-ONE, INC.
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(Exact name of registrant as specified in its charter)
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FLORIDA 0-22977 59-3384581
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7360 BRYAN DAIRY ROAD
LARGO, FLORIDA 33777
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(Address of principal executive offices) (Zip Code)
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Registrant's Telephone Number, Including Area Code: 727-545-4300
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ITEM 5. OTHER EVENTS.
Credit Facility. As the Company pursues its previously announced
strategic initiatives, it has amended its credit facility. The Company, the
Bank of Montreal as Agents for the Banks and the Banks party to the Company's
Amended and Restated Credit Agreement (the "Credit Agreement") executed
additional amendments to its credit facility dated November 24, 1999, December
3, 1999, and December 10, 1999 respectively, relating to certain provisions of
the Credit Agreement. Copies of the amendments are filed herewith as Exhibits
4.20, 4.21 and 4.22 respectively and incorporated herein by reference.
Press Releases. On November 23, 1999 the Company issued a press
release announcing the appointment of Bruce S. Maller as Chairman of the Board
of Directors. On December 10, 1999, the Company issued a press release
announcing strategic initiatives updates. Copies of the press releases are
filed herewith as Exhibits 99.1 and 99.2 respectively, and incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
See Exhibit Index attached hereto.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in the press release filed with this Form 8-K and
oral statements by officers of the Company that are not based on historical
fact constitute "forward-looking statements" within the meaning of the
Securities Act of 1933 and Securities Exchange Act of 1934. The terms "Vision
Twenty-One," "company," "we," "our" and "us" refer to Vision Twenty-One, Inc.
The words "expect," "believe," "goal," "plan," "intend," "estimate," and
similar expressions and variations thereof are intended to specifically
identify forward-looking statements. Those statements appear in the press
release, and include statements regarding the intent, belief or current
expectations of the company, its directors or its officers with respect to,
among other things; our future growth and operating strategies and anticipated
future performance and operating results, our financing plans, our plan
regarding the anticipated restructuring of managed practice relationships, our
business integration plan and cost reduction program and the expected savings
therefrom, our expected charges for the fourth quarter, and our current and
expected future savings and charges from the consolidation of infrastructure
and the impact it may have on our future performance. You are cautioned that
any such forward looking statements are not guarantees of future performance
and involve risks and uncertainties, and that actual results may differ
materially from those projected in the forward looking statements as a result
of various factors. The factors that might cause such differences include,
among others, the following: (i) our inability to sell business units and or
the entire business at a price beneficial to shareholders and satisfactory to
the banks; (ii) our inability to successfully increase and expand vision care
and refractive surgery programs; (iii) any future material reduction in demand
for refractive surgeries or should the actual refractive eye care market be
smaller than predicted; (iv) the degree current shortages in refractive surgery
equipment adversely impact our access to same at reasonable prices; (v) any
material inability to successfully open and integrate and profitably operate de
novo clinics, refractive surgery centers and ASCs; (vi) any inability to obtain
significant additional capital and to obtain modifications and or amendments to
our credit facility in the event we are unable to sell significant business
units of the company in full at reasonable prices; (vii) any inability to
acquire additional sufficient working capital and financing at a reasonable
cost to fund our future ongoing operations and growth strategy in the event an
amendment or modification to our credit facility is not obtained or any
inability to maintain compliance with the covenants and commitments set forth
in our credit facility; (viii) future inability to pay recurring debts and
payables as they become due; (ix) our inability to use cash from our credit
facility to further our growth strategy due to the terms of the credit facility
restricting the use of cash; (x) the loss of or changes in key management or
directors; (xi) the short term basis of the bridge financing facility and the
company's need for additional financing in the event the company or a
significant business unit is not sold in the near future; (xii) our ability to
successfully restructure existing relationships with our managed practices and
maintain relationships with a significant portion of our managed practices for
vision care and refractive business; (xiii) our inability to close on tentative
agreements to unwind management agreements; (xiv) our increasing inability to
collect management fees from managed practices; (xv) any unexpected increase in
the charges related to the restructuring of our managed practices; (xvi) the
number of practices terminating their relationships with us completely and the
impact of any larger number of terminations than anticipated on our revenues
and operations; (xvii) our inability to realize any significant benefits, cost
savings or reductions from our restructuring and cost programs; (xviii) the
loss of revenues due to the restructuring of practice management relationships
and resulting from a change to interim management agreements; (xvix) any
failure or significant delay of the newly structured business divisions of the
Company to perform profitably, successfully and in line with analysts future
expectations; (xx) any material inability to successfully manage changes in our
business mix; (xxi)any material inability to achieve internal growth in our
business and increase shareholder value; (xxii) any future operating and net
losses we may incur; (xxiii) our inability to
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successfully integrate and profitably operate our managed care business or for
existing managed care contracts to positively impact gross profit; (xxiv) the
inability to expand our managed care business, renew existing managed care
contracts or maintain and expand our Contract Provider Network; (xxv) any
adverse change in our medical claims to managed care revenue ratio; (xxvi)
changes in state and/or federal governmental regulations which could materially
affect our ability to operate or materially affect our profitability; (xxvii)
any adverse governmental or regulatory changes or actions, including any
healthcare regulations and related enforcement actions; and (xxviii) the
inability to maintain or obtain required licensure in the states in which we
operate and in the states in which we may seek to operate in the future; (xxix)
consolidation of our competitors, poor operating results by our competitors, or
adverse governmental or judicial rulings against our competitors; (xxx) any
failure by us to meet analysts expectations; (xxxi) our stock price; (xxxii)
the effect of any future stock overhang in the market place (where the
available stock for sale would be in excess of demand) and any negative impact
on our stock price as a result of the overhang; (xxxiii) our inability to
successfully defend against the class action lawsuits or any additional
litigation that may arise; (xxxiv) any reduction in coverage of and ratings by
analysts following us; (xxxv) our inability to continue to comply with SEC
requirements and other factors including those identified in our filings from
time-to-time with the SEC. The Company undertakes no obligation to publicly
update or revise forward looking statements to reflect events or circumstances
after the date of the press release and this Form 8-K or to reflect the
occurrence of unanticipated events.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
VISION TWENTY-ONE, INC.
By: /s/ Theodore Gillette
-----------------------------
Theodore Gillette
Its: Chief Executive Officer
Dated: December 13, 1999
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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4.13* Credit Agreement dated as of January 30, 1998 among Vision
Twenty-One, Inc. the Banks Party Hereto and Bank of Montreal
as Agent.(1)
4.14* Amended and Restated Credit Agreement dated as of July 1,
1998 among Vision Twenty-One, Inc., and the Bank of Montreal
as Agent for a consortium of banks.(2)
4.15* First Amendment to the Amended and Restated Credit Agreement
dated as of February 23, 1999 among Vision Twenty-One, Inc.,
the Banks party hereto and Bank of Montreal as Agent for the
Banks.(3)
4.16* Second Amendment to the Amended and Restated Credit Agreement
dated as of June 11, 1999 among Vision Twenty-One, Inc., the
Banks party hereto and Bank of Montreal as Agent for the
Banks.(3)
4.17* Third Amendment to the Amended and Restated Credit Agreement
dated as of August 30, 1999 by and among Vision Twenty-One,
Inc., the Banks party hereto and Bank of Montreal as Agent
for the Banks.(4)
4.18* Waiver Letter dated October 14, 1999 to Amended and Restated
Credit Agreement dated as of July 1, 1998 by and among Vision
Twenty-One, Inc. the Banks Party thereto and Bank of Montreal
as Agent.(5)
4.19* Fourth Amendment and Waiver to the Amended and Restated
Credit Agreement dated as of November 12, 1999 by and among
Vision Twenty-One, Inc. the Banks Party Thereto and Bank of
Montreal as Agent. (6)
4.20 Fifth Amendment to the Amended and Restated Credit Agreement
dated as of November 24, 1999 by and among Vision Twenty-One,
Inc. the Banks Party Thereto and Bank of Montreal as Agent.
4.21 Sixth Amendment to the Amended and Restated Credit Agreement
dated as of December 3, 1999 by and among Vision Twenty-One,
Inc. the Banks Party Thereto and Bank of Montreal as Agent.
4.22 Seventh Amendment to the Amended and Restated Credit
Agreement dated as of December 10, 1999 by and among Vision
Twenty-One, Inc. the Banks Party Thereto and Bank of Montreal
as Agent.
(The Company is not filing any instrument with respect to
long-term debt that does not exceed 10% of the total assets
of the Company and the Company agrees to furnish a copy of
such instrument to the Commission upon request.)
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10.59* Credit Agreement dated as of January 30, 1998 among Vision
Twenty-One, Inc., the Banks Party Hereto and Bank of Montreal
as Agent filed as Exhibit 4.13 to this Report and
incorporated herein by reference.
10.60* Amended and Restated Credit Agreement dated as of July 1,
1998 among Vision Twenty-One, Inc. the Banks Party Hereto and
Bank of Montreal as Agent, filed as Exhibit 4.14 to this
Report and incorporated herein by reference.
10.61* First Amendment to the Amended and Restated Credit Agreement
dated as of February 23, 1999 among Vision Twenty-One, Inc.,
the Banks party hereto and Bank of Montreal as Agent for the
Banks, filed as Exhibit 4.15 to this Report and incorporated
herein by reference.
10.62* Second Amendment to the Amended and Restated Credit Agreement
dated as of June 11, 1999 among Vision Twenty-One, Inc., the
Banks party thereto and Bank of Montreal as Agent for the
Banks, filed as Exhibit 4.16 to this Report and incorporated
herein by reference.
10.65* Third Amendment to the Amended and Restated Credit Agreement
dated as of August 30, 1999 by and among Vision Twenty-One,
Inc., the Banks party hereto and Bank of Montreal as Agent
for the Banks, filed as Exhibit 4.17 to this Report and
incorporated herein by reference.
10.67* Waiver Letter dated October 14, 1999 to Amended and Restated
Credit Agreement dated as of July 1, 1998 by and among Vision
Twenty-One, Inc. the Banks Party thereto and Bank of Montreal
as Agent, filed as Exhibit 4.18 to this report and
incorporated herein by reference.
10.69* Fourth Amendment and Waiver to the Amended and Restated
Credit Agreement dated as of November 12, 1999 by and among
Vision Twenty-One, Inc. the Banks Party Thereto and Bank of
Montreal as Agent, filed as Exhibit 4.19 to this report and
incorporated herein by reference.
10.70 Fifth Amendment to the Amended and Restated Credit Agreement
dated as of November 24, 1999 by and among Vision Twenty-One,
Inc. the Banks Party Thereto and Bank of Montreal as Agent,
filed as Exhibit 4.20 to this report and incorporated herein
by reference.
10.71 Sixth Amendment to the Amended and Restated Credit Agreement
dated as of December 3, 1999 by and among Vision Twenty-One,
Inc. the Banks Party Thereto and Bank of Montreal as Agent,
filed as Exhibit 4.21 to this report and incorporated herein
by reference.
10.72 Seventh Amendment to the Amended and Restated Credit
Agreement dated as of December 10, 1999 by and among Vision
Twenty-One, Inc. the Banks Party Thereto and Bank of Montreal
as Agent, filed as Exhibit 4.22 to this report and
incorporated herein by reference.
99.1 Press Release dated November 23, 1999 announcing appointment
of Bruce S. Maller as Chairman of the Board of Directors.
99.2 Press Release dated December 10, 1999 announcing strategic
initiatives updates.
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* Previously filed as an Exhibit in the Company filing identified in the
footnote following the Exhibit Description and incorporated herein by
reference.
(1) Form 8-K filed February 10, 1998.
(2) Form 8-K filed July 10, 1998.
(3) Form 10-K filed June 18, 1999.
(4) Form 8-K filed September 14, 1999.
(5) Form 8-K filed October 25, 1999.
(6) Form 10-Q filed November 15, 1999.
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EXHIBIT 4.20
VISION TWENTY-ONE, INC.
FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
This Fifth Amendment and Waiver to Credit Agreement (herein, the
"Amendment") is entered into as of November 24, 1999, among Vision Twenty-One,
Inc., a Florida corporation (the "Borrower"), the Banks party hereto, and Bank
of Montreal as Agent for the Banks.
PRELIMINARY STATEMENTS
A. The Borrower, the Banks, and the Agent are parties to an Amended
and Restated Credit Agreement, dated as of July 1, 1998, as amended (herein,
the "Credit Agreement"). All capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Credit Agreement.
B. The Borrower has requested that the Bank of Montreal ("BOM") extend
the final maturity of the temporary bridge loan facility and the effectiveness
of certain waivers granted to the Borrower under the Credit Agreement, and BOM
and the other Banks are willing to do so on the terms and conditions as
provided for in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the Credit Agreement shall be and hereby is amended as
follows:
1.1. The first three sentences of Section 1.14(a) of the
Credit Agreement shall be amended and restated to read as follows:
Subject to all of the terms and conditions hereof, during the
period from and including November 12, 1999, to but not
including December 10, 1999 (the "Bridge Loan Period"), Bank
of Montreal ("BOM") agrees to make loans (the "Bridge Loans",
the Bridge Loans to constitute Loans for all purposes of the
Loan Documents except that such Loans shall only be made by
BOM and no other Bank shall have any obligation to fund any
part thereof or purchase a participation therein) to the
Borrower under a short-term bridge loan facility in an
aggregate amount at any one time outstanding not to exceed
$3,000,000 (the "Bridge Loan Commitment"); provided, however,
that Bridge Loans shall be available to the Borrower only if
and so long as the Revolving Credit Commitments of the Banks
are fully utilized and the maximum amount of Loans thereunder
are outstanding. Bridge Loans may be availed of by the
Borrower from time to time during the Bridge Loan Period and
borrowings thereunder may be repaid and used
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again through but not including the last day of the Bridge
Loan Period, at which time the Bridge Loan Commitment shall
expire. The Borrower hereby promises to pay all Bridge Loans
(both for principal and interest) on the last day of the
Bridge Loan Period, the final maturity thereof.
1.2. The date "November 24, 1999" appearing in the first
sentence of Section 8.36 shall be deleted and the date "November 29,
1999" shall be inserted in lieu thereof.
1.3. Section 8 of the Credit Agreement shall be amended by
adding at the end thereof a new Section 8.37 which shall read as
follows:
Section 8.37. Bridge Loan Period Expenditures. The
Borrower hereby agrees that neither the Borrower nor any
Subsidiary shall enter into new leases (whether for personal
property or real property and whether characterized as a
Capital Lease, operating lease, or otherwise) or otherwise
incur any Capital Expenditures from November 24, 1999,
through the last day of the Bridge Loan Period.
1.4. Exhibit J to the Credit Agreement is hereby amended and
restated to read as set forth in the form attached to this Amendment
as Annex A attached hereto.
SECTION 2. WAIVERS.
The Borrower has requested that the Banks temporarily waive effective
September 30, 1999, the Borrower's non-compliance with the following covenants
contained in the Credit Agreement: (i) Section 1.8(b) which required payment of
the September 30, 1999, principal installment of $388,040.80 due with respect
to the Term A Loans, (ii) Section 1.4 which required timely payment of interest
when due in the amount of $409,411.96 which payment was received on October 6
and 7, 1999, which was after the applicable grace period, (iii) Section 8.5(a)
which required the furnishing of the July 1999, August 1999, and September 1999
monthly financial statements to the Banks, (iv) Section 4.2 which required
putting in place blocked account arrangements, (v) Section 8.5(h) which
required providing the Banks with written notice of default, and (vi) Section
8.34 which will require repayment of the Loans by $2,000,000 out of the
proceeds of repayment of advances made by the Borrower to the practice groups.
In order to accommodate the Borrowers request, the Banks hereby agree
to temporarily waive the Borrower's non-compliance with the above-referenced
covenants through the period ending December 10, 1999. This waiver is
conditioned upon the satisfaction of the conditions precedent set forth in
Section 3 below. The Banks expect and require that the Borrower comply with the
covenants referred to in clauses (i)-(vi) above on or before December 10, 1999.
If the Borrower is not in compliance with covenants listed in clauses (i)-(vi)
above as of December 10, 1999, the waiver set forth herein shall no longer be
in effect and the Banks shall be entitled to enforce the covenants referenced
above as Events of Default pursuant to Section 9 of the
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Credit Agreement and any and all of the Banks' rights and remedies under the
Loan Documents as a result thereof.
Except as specifically waived hereby, all of the terms and conditions
of the Credit Agreement shall stand and remain unchanged and in full force and
effect. This waiver does not extend to or cover any other Events of Default
which may now or hereafter exist under the Credit Agreement, this waiver being
expressly limited to the covenants referred to in clauses (i)-(vi) above.
SECTION 3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
3.1. The Borrower, the Agent, and the Banks shall have
executed and delivered this Amendment.
3.2. Each Material Subsidiary shall have executed its
acknowledgement and consent to this Amendment in the space provided
for that purpose below.
3.3. The Agent shall have received the weekly cash budgets
prepared as of November 12, 1999, and November 19, 1999, in form and
substance reasonably satisfactory to the Agent.
3.4. Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Agent and its counsel.
SECTION 4. RELEASE OF CLAIMS.
TO INDUCE THE BANKS AND THE AGENT TO ENTER INTO THIS AMENDMENT, THE
BORROWER AND, BY SIGNING THE ACKNOWLEDGEMENT AND CONSENT REFERRED TO BELOW,
EACH OF ITS SUBSIDIARIES HEREBY RELEASE, ACQUIT, AND FOREVER DISCHARGE THE
BANKS AND THE AGENT AND EACH OF THEIR AFFILIATES (INCLUDING, WITHOUT
LIMITATION, NESBITT BURNS SECURITIES, INC. AND HARRIS TRUST AND SAVINGS BANK),
AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS, AND ASSIGNS, FROM
ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION OF ANY KIND (IF
ANY THERE BE), WHETHER ABSOLUTE OR CONTINGENT, DUE OR TO BECOME DUE, DISPUTED
OR UNDISPUTED, AT LAW OR IN EQUITY, THAT THEY NOW HAVE OR EVER HAD AGAINST THE
BANKS AND THE AGENT AND THEIR AFFILIATES, OR ANY ONE OR MORE OF THEM
INDIVIDUALLY, UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS OR ANY OTHER CREDIT, DEPOSIT OR OTHER FINANCIAL
ACCOMMODATION MADE AVAILABLE TO THE BORROWER OR ANY ONE OR MORE OF ITS
SUBSIDIARIES.
SECTION 5. MISCELLANEOUS.
5.1. The Borrower has heretofore executed and delivered to the Agent
and the Banks certain of the Collateral Documents. The Borrower hereby
acknowledges and agrees that,
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notwithstanding the execution and delivery of this Amendment, the Collateral
Documents remain in full force and effect and the rights and remedies of the
Agent and the Banks thereunder, the obligations of the Borrower thereunder, and
the liens and security interests created and provided for thereunder remain in
full force and effect and shall not be affected, impaired, or discharged
hereby. The Borrower hereby acknowledges and agrees that the Bridge Loans
constitute Obligations secured by each of the Collateral Documents. Nothing
herein contained shall in any manner affect or impair the priority of the liens
and security interests created and provided for by the Collateral Documents as
to the indebtedness which would be secured thereby prior to giving effect to
this Amendment.
5.2. Except as specifically amended herein, the Credit Agreement
shall continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made
pursuant to or with respect to the Credit Agreement, any reference in any of
such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.
5.3. The Borrower agrees to pay on demand all costs and expenses of
or incurred by the Agent in connection with the negotiation, preparation,
execution, and delivery of this Amendment and the other instruments and
documents to be executed and delivered in connection herewith, including the
fees and expenses of counsel for the Agent.
5.4. This Amendment may be executed in any number of counterparts,
and by the different parties on different counterpart signature pages, all of
which taken together shall constitute one and the same agreement. Any of the
parties hereto may execute this Amendment by signing any such counterpart and
each of such counterparts shall for all purposes be deemed to be an original.
This Amendment shall be governed by the internal laws of the State of Illinois.
5.5. This Amendment together with the other Loan Documents represent
the entire agreement of the Borrower, its Subsidiaries, the Banks and the Agent
with respect to the subject matter hereof and thereof, and there are no
promises or undertakings by the Banks or the Agent relative to the subject
matter hereof or thereof not expressly set forth therein. While the Agent and
the Banks intend to review and discuss with the Borrower the situation arising
as a result of the existing Events of Default and the Borrower's current
financial condition and business prospects, no such discussions shall be
binding upon the Agent or the Banks or otherwise create any additional
obligations unless agrees to in writing by the parties hereto. The Agent and
the Banks make no representations as to what actions, if any, the Agent and the
Banks will take after the expiration of the waiver period set forth in Section
2 above with respect to the Events of Default referred to therein if uncured at
that time or with respect to any other Event of Default not subject to the
limited waiver of Section 2 above, and the Agent and the Banks must and do
specifically reserve any and all rights and remedies they have (after giving
effect to this Amendment) with respect to any such Event of Default.
[SIGNATURE PAGES TO FOLLOW]
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This Fifth Amendment to Amended and Restated Credit Agreement is dated
as of the date and year first above written.
VISION TWENTY-ONE, INC.
By /s/ Richard T. Welch
--------------------------------
Name Richard T. Welch
Title Chief Financial Officer
Accepted and agreed to as of the day and year last above written.
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BANK OF MONTREAL, in its individual PILGRIM PRIME RATE TRUST
Capacity as a Bank and as a Agent By: Pilgrim Investments, Inc., as its
Investment Manager
By /s/ Heather L. Turf By /s/ Charles E. LeMieux
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Name Heather L. Turf Name Charles E. LeMieux
Title Director Title Assistant Vice President
BANK ONE TEXAS, N.A. PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
By: Pilgrim Investments, Inc., as its
Investment Manager
By /s/ Linda M. Thompson By /s/ Charles E. LeMieux
------------------------------- -----------------------------------
Name Linda M. Thompson Name Charles E. LeMieux
Title Officer Title Assistant Vice President
PACIFICA PARTNERS I, L.P. MERRILL LYNCH BUSINESS FINANCIAL
By: Imperial Credit Asset SERVICES, INC.
Management, as its
Investment Manager
By /s/ Dean K. Kawai By /s/ Jeremy M. Dhein
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Name Dean K. Kawai Name Jeremy M. Dhein
Title Vice President Title Assistant Vice President
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ACKNOWLEDGEMENT AND CONSENT
The undersigned, being all of the Material Subsidiaries of Vision
Twenty-One, Inc., have heretofore executed and delivered to the Agent and the
Banks one or more Guaranties and Collateral Documents. Each of the undersigned
hereby consents to the Fifth Amendment to Credit Agreement as set forth above
and confirms that its Guaranty and Collateral Documents, and all of its
obligations thereunder, remain in full force and effect and, without limiting
the foregoing, acknowledges and agrees that the Bridge Loans constitute
Obligations guaranteed by, or otherwise secured by, the Loan Documents executed
by it. Each of the undersigned further agrees that the consent of the
undersigned to any further amendments to the Credit Agreement shall not be
required as a result of this consent having been obtained, except to the
extent, if any, required by the Loan Documents referred to above.
"GUARANTORS"
VISION 21 PHYSICIAN PRACTICE MANAGEMENT COMPANY
VISION 21 OF SOUTHERN ARIZONA, INC.
VISION 21 OF SIERRA VISTA, INC.
VISION 21 MANAGEMENT SERVICES, INC.
VISION 21 MANAGED EYE CARE OF TAMPA BAY, INC.
VISION TWENTY-ONE MANAGED EYE CARE IPA, INC.
BBG-COA, INC.
BLOCK VISION, INC.
UVC INDEPENDENT PRACTICE ASSOCIATION, INC.
MEC HEALTH CARE, INC.
LSI ACQUISITION, INC.
VISION TWENTY-ONE EYE SURGERY CENTERS, INC.
EYE SURGERY CENTER MANAGEMENT, INC.
VISION TWENTY-ONE REFRACTIVE CENTER, INC.
VISION TWENTY-ONE OF WISCONSIN, INC.
By /s/ Richard T. Welch
-------------------------------------
Richard T. Welch, an authorized
signatory for each of the
above-referenced entities
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ANNEX A TO FIFTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT J
BRIDGE LOAN NOTE
U.S. $3,000,000 ____________, 1999
FOR VALUE RECEIVED, the undersigned, VISION TWENTY-ONE, INC., a
Florida corporation (the "Borrower"), promises to pay to the order of Bank of
Montreal (the "Bank") on the last day of the Bridge Loan Period at the
principal office of the Agent in Chicago, Illinois, in immediately available
funds, the principal sum of Three Million Dollars ($3,000,000) or, if less, the
aggregate unpaid principal amount of all Bridge Loans made by the Bank to the
Borrower pursuant to the Credit Agreement and with each such Bridge Loan to
mature and become payable as provided in the Credit Agreement, together with
interest on the principal amount of each such Bridge Loan from time to time
outstanding hereunder at the rates, and payable in the manner and on the dates,
specified in the Credit Agreement.
The Bank shall record on its books or records or on a schedule
attached to this Note, each Bridge Loan made by it together with all payments
of principal and interest and the principal balances from time to time
outstanding hereon, and the interest rate applicable thereto, provided that
prior to the transfer of this Note all such amounts shall be recorded on a
schedule attached to this Note. The record thereof, whether shown on such books
or records or on the schedule to this Note, shall be prima facie evidence of
the same, provided, however, that the failure of the Bank to record any of the
foregoing or any error in any such record shall not limit or otherwise affect
the obligation of the Borrower to repay all Bridge Loans made to it under the
Credit Agreement together with accrued interest thereon.
This Note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of July 1, 1998, among the Borrower, the Banks party
thereto, and Bank of Montreal as Agent for the Banks (such Amended and Restated
Credit Agreement as the same may from time to time be amended being referred to
as the "Credit Agreement") and payment hereof is secured by the Loan Documents,
and this Note and the holder hereof are entitled to all the benefits provided
for thereby or referred to therein, to which Credit Agreement and Loan
Documents reference is hereby made for a statement thereof. All defined terms
used in this Note, except terms otherwise defined herein, shall have the same
meaning as in the Credit Agreement. This Note shall be governed by and
construed in accordance with the laws of the State of Illinois.
Prepayments may be made hereon, certain prepayments are required to be
made hereon and this Note may be declared due prior to the expressed maturity
hereof, all in the events, on the terms and in the manner as provided for in
the Credit Agreement.
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The Borrower hereby waives demand, presentment, protest or notice of
any kind hereunder.
VISION TWENTY-ONE, INC.
By
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Name
---------------------------------
Title
--------------------------------
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EXHIBIT 4.21
VISION TWENTY-ONE, INC.
SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
This Sixth Amendment and Waiver to Credit Agreement (herein, the
"Amendment") is entered into as of December 3, 1999, among Vision Twenty-One,
Inc., a Florida corporation (the "Borrower"), the Banks party hereto, and Bank
of Montreal as Agent for the Banks.
PRELIMINARY STATEMENTS
A. The Borrower, the Banks, and the Agent are parties to an Amended
and Restated Credit Agreement, dated as of July 1, 1998, as amended (herein,
the "Credit Agreement"). All capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Credit Agreement.
B. The Borrower has requested that the Bank of Montreal ("BOM")
increase the bridge loan facility from $3,000,000 in the aggregate to
$4,400,000 in the aggregate, extend the final maturity of the bridge loan
facility, and extend the effectiveness of certain waivers granted to the
Borrower under the Credit Agreement, and BOM and the other Banks are willing to
do so on the terms and conditions as provided for in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the Credit Agreement shall be and hereby is amended as
follows:
1.1. Subsection (a) of Section 1.14 of the Credit Agreement
shall be amended and restated in its entirety to read as follows:
(a) Bridge Loans. Subject to all of the terms and
conditions hereof, during the period from and including
November 12, 1999, to but not including January 31, 2000 (the
"Bridge Loan Period"), Bank of Montreal ("BOM") agrees to
make loans (the "Bridge Loans", the Bridge Loans to
constitute Loans for all purposes of the Loan Documents
except that such Loans shall only be made by BOM and no other
Bank shall have any obligation to fund any part thereof or
purchase a participation therein) to the Borrower under a
short-term bridge loan facility in an aggregate amount at any
one time outstanding not to exceed (i) $3,000,000 through the
period ending December 2, 1999, and (ii) $4,400,000 at all
times thereafter (the "Bridge Loan Commitment"); provided,
however, that Bridge Loans shall be available to the Borrower
only if and so long as the Revolving Credit Commitments of
the Banks are fully utilized and the
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maximum amount of Loans thereunder are outstanding. Bridge
Loans may be availed of by the Borrower from time to time
during the Bridge Loan Period and borrowings thereunder may
be repaid and used again through but not including the last
day of the Bridge Loan Period, at which time the Bridge Loan
Commitment shall expire. The Borrower hereby promises to pay
all Bridge Loans (both for principal and interest) on the
last day of the Bridge Loan Period, the final maturity
thereof. BOM's obligation to make any Bridge Loan shall be
subject to the further condition that all conditions set
forth herein and in Section 7.2 shall have been satisfied
(with all references to a Borrowing therein to be deemed a
reference to an advance of a Bridge Loan). Advances of Bridge
Loans shall also be subject to the notice requirements for
Borrowings under the terms of Section 1.6 of this Agreement.
BOM shall maintain on its internal records an account
evidencing the indebtedness of the Borrower to BOM owing to
it in respect of the Bridge Loans, including the principal
amount of the Bridge Loans made by it and the interest
thereon and each repayment and prepayment in respect thereof.
Any such recordation shall be conclusive and binding on the
Borrower, absence manifest error; provided, that the failure
to make any such recordation, or any error in such
recordation, shall not affect the Borrower's obligation to
repay all principal and interest in respect of the Bridge
Loans. Upon request by BOM, the Borrower shall execute and
deliver to BOM a promissory note to evidence the Bridge Loans
(the "Bridge Loan Note", the Bridge Loan Note to constitute a
Note for all purposes of the Loan Documents), the Bridge Loan
Note to be payable to the order of BOM in the principal
amount of $4,400,000 and otherwise in the form of Exhibit J
hereto. Without regard to the face principal amount of the
Bridge Loan Note, the actual principal amount at any time
outstanding and owing by the Borrower on account of the
Bridge Loan Note shall be the sum of all Bridge Loans then or
theretofore made thereon less all payments actually received
thereon.
1.2. Exhibit J to the Credit Agreement is hereby amended and
restated to read as set forth in the form attached to this Amendment
as Annex A attached hereto.
SECTION 2. WAIVERS.
2.1. The Borrower has requested that the Banks temporarily waive the
Borrower's non-compliance with Section 1.4 which required payment of interest
on November 30, 1999, in the amount of approximately $497,102 (which payment
remains outstanding and unpaid). In order to accommodate the Borrower's
request, the Banks hereby agree to temporarily waive the Borrower's
non-compliance with Section 1.4 of the Credit Agreement with respect to
interest due November 30, 1999, through the period ending December 31, 1999, at
which time all such interest, together with interest otherwise due under
Section 1.4 of the Credit Agreement, shall be
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due and payable. This waiver is conditioned upon the satisfaction of the
conditions precedent set forth in Section 3 below. The Banks expect and require
that the Borrower comply with Section 1.4 of the Credit Agreement with respect
to the November 30, 1999, interest payment on or before December 31, 1999. If
the Borrower is not in compliance with Section 1.4 of the Credit Agreement as
of December 31, 1999 (including payment of interest due on that date as well as
the November 30, 1999, interest payment), the waiver set forth herein shall no
longer be in effect and the same shall constitute an Event of Default pursuant
to Section 9 of the Credit Agreement and the Banks shall be entitled to
exercise any and all of their rights and remedies under the Loan Documents as a
result thereof.
2.2. The Borrower has requested that the Banks temporarily waive
effective September 30, 1999, the Borrower's non-compliance with the following
covenants contained in the Credit Agreement: (i) Section 1.8(b) which required
payment of the September 30, 1999, principal installment of $388,040.80 due
with respect to the Term A Loans, (ii) Section 1.4 which required timely
payment of interest when due in the amount of $409,411.96 which payment was
received on October 6 and 7, 1999, which was after the applicable grace period,
(iii) Section 8.5(a) which required the furnishing of the July 1999, August
1999, and September 1999 monthly financial statements to the Banks, (iv)
Section 4.2 which required putting in place blocked account arrangements, (v)
Section 8.5(h) which required providing the Banks with written notice of
default, and (vi) Section 8.34 which will require repayment of the Loans by
$2,000,000 out of the proceeds of repayment of advances made by the Borrower to
the practice groups. In order to accommodate the Borrower's request, the Banks
hereby agree to temporarily waive the Borrower's non-compliance with the
above-referenced covenants through the period ending January 31, 2000. This
waiver is conditioned upon the satisfaction of the conditions precedent set
forth in Section 3 below. The Banks expect and require that the Borrower comply
with the covenants referred to in clauses (i)-(vi) above on or before January
31, 2000. If the Borrower is not in compliance with covenants listed in clauses
(i)-(vi) above as of January 31, 2000, the waiver set forth herein shall no
longer be in effect and the Banks shall be entitled to enforce the covenants
referenced above as Events of Default pursuant to Section 9 of the Credit
Agreement and any and all of the Banks' rights and remedies under the Loan
Documents as a result thereof.
2.3. Except as specifically waived hereby, all of the terms and
conditions of the Credit Agreement shall stand and remain unchanged and in full
force and effect. This waiver does not extend to or cover any other Events of
Default which may now or hereafter exist under the Credit Agreement, this
waiver being expressly limited to the covenants referred to in Sections 2.1 and
2.2 above.
SECTION 3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
3.1. The Borrower, the Agent, and the Banks shall have
executed and delivered this Amendment.
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3.2. Each Material Subsidiary shall have executed its
acknowledgement and consent to this Amendment in the space provided
for that purpose below.
3.3. Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Agent and its counsel.
SECTION 4. RELEASE OF CLAIMS.
TO INDUCE THE BANKS AND THE AGENT TO ENTER INTO THIS AMENDMENT, THE
BORROWER AND, BY SIGNING THE ACKNOWLEDGEMENT AND CONSENT REFERRED TO BELOW,
EACH OF ITS SUBSIDIARIES HEREBY RELEASE, ACQUIT, AND FOREVER DISCHARGE THE
BANKS AND THE AGENT AND EACH OF THEIR AFFILIATES (INCLUDING, WITHOUT
LIMITATION, NESBITT BURNS SECURITIES, INC. AND HARRIS TRUST AND SAVINGS BANK),
AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS, AND ASSIGNS, FROM
ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION OF ANY KIND (IF
ANY THERE BE), WHETHER ABSOLUTE OR CONTINGENT, DUE OR TO BECOME DUE, DISPUTED
OR UNDISPUTED, AT LAW OR IN EQUITY, THAT THEY NOW HAVE OR EVER HAD AGAINST THE
BANKS AND THE AGENT AND THEIR AFFILIATES, OR ANY ONE OR MORE OF THEM
INDIVIDUALLY, UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS OR ANY OTHER CREDIT, DEPOSIT OR OTHER FINANCIAL
ACCOMMODATION MADE AVAILABLE TO THE BORROWER OR ANY ONE OR MORE OF ITS
SUBSIDIARIES.
SECTION 5. MISCELLANEOUS.
5.1. The Borrower has heretofore executed and delivered to the Agent
and the Banks certain of the Collateral Documents. The Borrower hereby
acknowledges and agrees that, notwithstanding the execution and delivery of
this Amendment, the Collateral Documents remain in full force and effect and
the rights and remedies of the Agent and the Banks thereunder, the obligations
of the Borrower thereunder, and the liens and security interests created and
provided for thereunder remain in full force and effect and shall not be
affected, impaired, or discharged hereby. The Borrower hereby acknowledges and
agrees that the Bridge Loans constitute Obligations secured by each of the
Collateral Documents. Nothing herein contained shall in any manner affect or
impair the priority of the liens and security interests created and provided
for by the Collateral Documents as to the indebtedness which would be secured
thereby prior to giving effect to this Amendment.
5.2. Except as specifically amended herein, the Credit Agreement
shall continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made
pursuant to or with respect to the Credit Agreement, any reference in any of
such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.
5.3. The Borrower agrees to pay on demand all costs and expenses of
or incurred by the Agent in connection with the negotiation, preparation,
execution, and delivery of this Amendment and the other instruments and
documents to be executed and delivered in connection herewith, including the
fees and expenses of counsel for the Agent.
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5.4. This Amendment may be executed in any number of counterparts,
and by the different parties on different counterpart signature pages, all of
which taken together shall constitute one and the same agreement. Any of the
parties hereto may execute this Amendment by signing any such counterpart and
each of such counterparts shall for all purposes be deemed to be an original.
This Amendment shall be governed by the internal laws of the State of Illinois.
5.5. This Amendment together with the other Loan Documents represent
the entire agreement of the Borrower, its Subsidiaries, the Banks and the Agent
with respect to the subject matter hereof and thereof, and there are no
promises or undertakings by the Banks or the Agent relative to the subject
matter hereof or thereof not expressly set forth therein. While the Agent and
the Banks intend to review and discuss with the Borrower the situation arising
as a result of the existing Events of Default and the Borrower's current
financial condition and business prospects, no such discussions shall be
binding upon the Agent or the Banks or otherwise create any additional
obligations unless agrees to in writing by the parties hereto. The Agent and
the Banks make no representations as to what actions, if any, the Agent and the
Banks will take after the expiration of the waiver period set forth in Section
2 above with respect to the Events of Default referred to therein if uncured at
that time or with respect to any other Event of Default not subject to the
limited waiver of Section 2 above, and the Agent and the Banks must and do
specifically reserve any and all rights and remedies they have (after giving
effect to this Amendment) with respect to any such Event of Default.
[SIGNATURE PAGES TO FOLLOW]
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This Sixth Amendment to Amended and Restated Credit Agreement is dated
as of the date and year first above written.
<TABLE>
<S> <C>
VISION TWENTY-ONE, INC.
By /s/ Theodore N. Gillette
-----------------------------
Name Theodore N. Gillette
Title Chief Executive Officer
Accepted and agreed to as of the day and year last above written.
BANK OF MONTREAL, in its individual PILGRIM PRIME RATE TRUST
Capacity as a Bank and as a Agent By: Pilgrim Investments, Inc., as its
Investment Manager
By /s/ Jack J. Kane By /s/ Jeffrey A. Bakalar
------------------------ -----------------------------
Name Jack J. Kane Name Jeffrey A. Bakalar
Title Director Title Vice President
BANK ONE TEXAS, N.A. PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
By: Pilgrim Investments, Inc., as its
Investment Manager
By /s/ Lawrence Rhum By /s/ Jeffrey A. Bakalar
------------------------ -----------------------------
Name Lawrence Rhum Name Jeffrey A. Bakalar
Title Vice President Title Vice President
PACIFICA PARTNERS I, L.P. MERRILL LYNCH BUSINESS FINANCIAL
By: Imperial Credit Asset SERVICES, INC.
Management, as its
Investment Manager
By /s/ Michael J. Bacevich By /s/ Jeremy M. Dhein
------------------------ -----------------------------
Name Michael J. Bacevich Name Jeremy M. Dhein
Title Senior Vice President Title Assistant Vice President
</TABLE>
S-1
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ACKNOWLEDGEMENT AND CONSENT
The undersigned, being all of the Material Subsidiaries of Vision
Twenty-One, Inc., have heretofore executed and delivered to the Agent and the
Banks one or more Guaranties and Collateral Documents. Each of the undersigned
hereby consents to the Sixth Amendment to Credit Agreement as set forth above
and confirms that its Guaranty and Collateral Documents, and all of its
obligations thereunder, remain in full force and effect and, without limiting
the foregoing, acknowledges and agrees that the Bridge Loans constitute
Obligations guaranteed by, or otherwise secured by, the Loan Documents executed
by it. Each of the undersigned further agrees that the consent of the
undersigned to any further amendments to the Credit Agreement shall not be
required as a result of this consent having been obtained, except to the
extent, if any, required by the Loan Documents referred to above.
"GUARANTORS"
VISION 21 PHYSICIAN PRACTICE MANAGEMENT COMPANY
VISION 21 OF SOUTHERN ARIZONA, INC.
VISION 21 OF SIERRA VISTA, INC.
VISION 21 MANAGEMENT SERVICES, INC.
VISION 21 MANAGED EYE CARE OF TAMPA BAY, INC.
VISION TWENTY-ONE MANAGED EYE CARE IPA, INC.
BBG-COA, INC.
BLOCK VISION, INC.
UVC INDEPENDENT PRACTICE ASSOCIATION, INC.
MEC HEALTH CARE, INC.
LSI ACQUISITION, INC.
VISION TWENTY-ONE EYE SURGERY CENTERS, INC.
EYE SURGERY CENTER MANAGEMENT, INC.
VISION TWENTY-ONE REFRACTIVE CENTER, INC.
VISION TWENTY-ONE OF WISCONSIN, INC.
By /s/ Theodore N. Gillette
-----------------------------------------
Theodore N. Gillette, an authorized
signatory for each of the
above-referenced entities
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ANNEX A TO SIXTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT J
BRIDGE LOAN NOTE
U.S. $4,400,000 ____________, 1999
FOR VALUE RECEIVED, the undersigned, VISION TWENTY-ONE, INC., a
Florida corporation (the "Borrower"), promises to pay to the order of Bank of
Montreal (the "Bank") on the last day of the Bridge Loan Period at the
principal office of the Agent in Chicago, Illinois, in immediately available
funds, the principal sum of Four Million Four Hundred Thousand Dollars
($4,400,000) or, if less, the aggregate unpaid principal amount of all Bridge
Loans made by the Bank to the Borrower pursuant to the Credit Agreement and
with each such Bridge Loan to mature and become payable as provided in the
Credit Agreement, together with interest on the principal amount of each such
Bridge Loan from time to time outstanding hereunder at the rates, and payable
in the manner and on the dates, specified in the Credit Agreement.
The Bank shall record on its books or records or on a schedule
attached to this Note, each Bridge Loan made by it together with all payments
of principal and interest and the principal balances from time to time
outstanding hereon, and the interest rate applicable thereto, provided that
prior to the transfer of this Note all such amounts shall be recorded on a
schedule attached to this Note. The record thereof, whether shown on such books
or records or on the schedule to this Note, shall be prima facie evidence of
the same, provided, however, that the failure of the Bank to record any of the
foregoing or any error in any such record shall not limit or otherwise affect
the obligation of the Borrower to repay all Bridge Loans made to it under the
Credit Agreement together with accrued interest thereon.
This Note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of July 1, 1998, among the Borrower, the Banks party
thereto, and Bank of Montreal as Agent for the Banks (such Amended and Restated
Credit Agreement as the same may from time to time be amended being referred to
as the "Credit Agreement") and payment hereof is secured by the Loan Documents,
and this Note and the holder hereof are entitled to all the benefits provided
for thereby or referred to therein, to which Credit Agreement and Loan
Documents reference is hereby made for a statement thereof. All defined terms
used in this Note, except terms otherwise defined herein, shall have the same
meaning as in the Credit Agreement. This Note shall be governed by and
construed in accordance with the laws of the State of Illinois.
Prepayments may be made hereon, certain prepayments are required to be
made hereon and this Note may be declared due prior to the expressed maturity
hereof, all in the events, on the terms and in the manner as provided for in
the Credit Agreement.
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The Borrower hereby waives demand, presentment, protest or notice of
any kind hereunder.
VISION TWENTY-ONE, INC.
By
--------------------------------------
Name
------------------------------------
Title
-----------------------------------
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EXHIBIT 4.22
VISION TWENTY-ONE, INC.
SEVENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
This Seventh Amendment and Waiver to Credit Agreement (herein, the
"Amendment") is entered into as of December 10, 1999, among Vision Twenty-One,
Inc., a Florida corporation (the "Borrower"), the Banks party hereto, and Bank
of Montreal as Agent for the Banks.
PRELIMINARY STATEMENTS
A. The Borrower, the Banks, and the Agent are parties to an Amended
and Restated Credit Agreement, dated as of July 1, 1998, as amended (herein,
the "Credit Agreement"). All capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Credit Agreement.
B. The Borrower has requested that Bank of Montreal provide the
Borrower with a short-term bridge loan facility under the Credit Agreement on a
secured "last-in first-out" basis, and the Banks are willing to amend the
Credit Agreement to provide for such credit facility on the terms and
conditions as provided for in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the Credit Agreement shall be and hereby is amended as
follows:
1.1. Section 1.14 of the Credit Agreement shall be amended
and restated in its entirety to read as follows:
Section 1.14. Bridge Loans.
(a) Bridge Loans. Subject to all of the terms and conditions
hereof, during the period from and including December 10,
1999, to but not including March 31, 2000 (the "Bridge Loan
Period"), Bank of Montreal (the "Bridge Loan Bank", the
Bridge Loan Bank to constitute a Bank for all purposes of
the Loan Documents) agrees to make loans from time to time
in its discretion in accordance with the terms hereof
(collectively, the "Bridge Loans", the Bridge Loans to
constitute Loans for all purposes of the Loan Documents) to
the Borrower under a short-term bridge loan facility in an
aggregate amount at any one time outstanding not to exceed
$9,400,000 (the "Bridge Loan Commitment"); provided,
however, that Bridge Loans shall be available to the
Borrower only if and so long as the Revolving Credit
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Commitments of the Banks are fully utilized and the maximum
amount of Loans thereunder are outstanding. Bridge Loans may
be availed of by the Borrower from time to time during the
Bridge Loan Period and Borrowings thereunder may be repaid
and used again through but not including the last day of the
Bridge Loan Period, at which time the Bridge Loan Commitment
shall expire. The Borrower hereby promises to pay all Bridge
Loans on the last day of the Bridge Loan Period, the final
maturity thereof. Each Borrowing of Bridge Loans shall be
subject to (i) the notice requirements for Borrowings under
the terms of Section 1.6 of this Agreement, except that the
Borrower shall provide at least 2 Business Days prior
written notice of each Borrowing of Bridge Loans pursuant to
the terms of clause (f) below (except to the extent waived
by the Bridge Loan Bank in its discretion), (ii) the
satisfaction of the conditions set forth in Section 7.2
hereof (with all references therein to a Borrowing to be
deemed a reference to a Borrowing of Bridge Loans, and (iii)
compliance with the terms of clause (f) below. The Bridge
Loan Bank shall maintain on its internal records an account
evidencing the indebtedness of the Borrower owing to the
Bridge Loan Bank in respect of the Bridge Loans, including
the principal amount of the Bridge Loans made by it and the
interest thereon and each repayment and prepayment in
respect thereof. Any such recordation shall be conclusive
and binding on the Borrower, absence manifest error;
provided, that the failure to make any such recordation, or
any error in such recordation, shall not affect the
Borrower's obligation to repay all principal and interest in
respect of the Bridge Loans made by the Bridge Loan Bank to
the Borrower. Upon request by the Bridge Loan Bank, the
Borrower shall execute and deliver to the Bridge Loan Bank a
promissory note to evidence the Bridge Loans (the "Bridge
Loan Note", the Bridge Loan Note to constitute a Note for
all purposes of the Loan Documents), such Bridge Loan Note
to be payable to the order of the Bridge Loan Bank in the
principal amount of its Bridge Loan Commitment and otherwise
in the form of Exhibit J hereto. Without regard to the face
principal amount of the Bridge Loan Note, the actual
principal amount at any time outstanding and owing by the
Borrower on account of such Bridge Loan Note shall be the
sum of all Bridge Loans then or theretofore made thereon
less all payments actually received thereon.
(b) Minimum Borrowing Amount. Each Borrowing of
Bridge Loans shall be in an amount not less than $100,000.
(c) Interest on Bridge Loans. The outstanding
principal balance of the Bridge Loans shall bear interest
(computed on the basis of a year of 360 days and actual days
elapsed) at the Base
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Rate from time to time in effect plus 3.75%, provided that
if the Bridge Loans are not paid when due, at the election
of the Agent, such Bridge Loans shall bear interest at a
rate per annum of 2% in excess of the interest otherwise
payable thereon. Interest on each Bridge Loan shall be
payable monthly in arrears on the last day of each month and
at maturity (whether by lapse of time, acceleration, or
otherwise), and after maturity interest shall be payable
upon demand.
(d) Application of Payments. Notwithstanding
anything herein or in any other Loan Document to the
contrary, the Borrower and the Banks each hereby acknowledge
and agree that all payments received in respect of
Obligations by the Agent and all proceeds of Collateral (in
each case, whether before or after the occurrence of an
Event of Default) shall be applied first to reduce the
Bridge Loans (both for principal and interest) until payment
in full thereof before payment of the other Obligations
outstanding under this Agreement and the other Loan
Documents.
(e) Purpose. Bridge loans made to the Borrower by
Bank of Montreal and outstanding on December 10, 1999, in
the aggregate principal amount of $4,285,874 shall remain
outstanding as Bridge Loans under this Section and
thereafter the Borrower shall apply the proceeds of each new
Borrowing of Bridge Loans to the payment of operating
expenses in accordance with clause (f) below.
(f) Budget. As soon as available, and in any event
no later than noon (CST) on Wednesday of each calendar week
(commencing December 8, 1999, provided that solely for
purposes of facilitating a funding of Bridge Loans requested
on December 10, 1999, the Borrower's Borrowing request and
application of proceeds summary furnished to the Banks on
December 10, 1999, shall be deemed the Approved Budget as of
December 8, 1999), the Borrower shall provide the Agent, the
Banks, and the Banks' financial consultant (at the name and
address furnished to the Borrower by the Agent), a budget (a
"Budget"), signed by an appropriate officer, employee, or
agent of the Borrower and in form and substance satisfactory
to the Agent and the Banks' financial consultant, for the
Borrower of all projected cash receipts and detailed cash
disbursements of the Borrower and its Subsidiaries for the
next calendar week, together with any request for a
Borrowing of Bridge Loans for such week. Within forty-eight
(48) hours after receipt of each Budget, the Agent shall
notify the Borrower as to whether the Bridge Loan Bank will
or will not, in the exercise of its sole discretion,
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authorize the Borrowing of Bridge Loans by the Borrower for
the purposes set forth in, with the proceeds thereof to be
used in accordance with, such Budget; provided that in the
absence of such notification by the Agent, the Bridge Loan
Bank shall be deemed to have authorized (subject to
compliance with the other terms and conditions hereof) the
Borrowing of Bridge Loans by the Borrower for the purposes
set forth in, with the proceeds thereof to be used in
accordance with, such Budget. Any such Budget so approved by
the Bridge Loan Bank shall constitute an "Approved Budget."
Any expenditures under any Approved Budget shall first be
paid from monies currently in the possession of the Borrower
and its Subsidiaries; to the extent monies in the possession
of the Borrower and its Subsidiaries are insufficient to
fund any expenditure item in an Approved Budget, the
Borrower may request, and the Bridge Loan Bank shall make, a
Borrowing under the Bridge Loan Commitment to fund any such
expenditure item subject to the other terms and conditions
of this Agreement.
As soon as available, and in any event no later than noon
(CST) on Wednesday of each calendar week (commencing
December 15, 1999), the Borrower shall provide the Agent,
the Banks, and the Banks' financial consultant (at the name
and address furnished to the Borrower by the Agent), signed
by an appropriate officer, employee, or agent of the
Borrower and in form and substance satisfactory to the Agent
and the Banks' financial consultant, a detailed report on
the source, use, and application of any cash received and
expended by the Borrower and its Subsidiaries during the
previous calendar week pursuant to an Approved Budget, and a
reconciliation, including a line by line item comparison of
budgeted to actual receipts and expenditures setting forth
in reasonable detail an explanation of any differences
between budgeted and actual amounts, of funds received or
expended by the Borrower and its Subsidiaries during said
calendar week.
1.3. The last sentence of Section 8.5 of the Credit
Agreement (relating to the delivery of a weekly cash operating budget)
shall be deleted.
1.4. Any reference in the Credit Agreement to the "Notes"
shall be deemed amended to mean, collectively, all of the promissory
notes of the Borrower issued under the Credit Agreement to the Banks,
including, without limitation, the Bridge Loan Note.
1.5. Any reference in the Credit Agreement to the "Loans"
shall be amended to mean, collectively, all of the loans made to the
Borrower under the Credit Agreement, including, without limitation,
the Bridge Loans.
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1.6. Exhibit J to the Credit Agreement is hereby amended
and restated to read as set forth in the form attached to this
Amendment as Annex A attached hereto.
SECTION 2. WAIVERS.
2.1. The Borrower has requested that the Banks temporarily waive the
Borrower's non-compliance with Section 1.4 which required payment of interest
on November 30, 1999, in the amount of approximately $497,102 (which payment
remains outstanding and unpaid). In order to accommodate the Borrower's
request, the Banks hereby agree to temporarily waive the Borrower's
non-compliance with Section 1.4 of the Credit Agreement with respect to
interest due November 30, 1999, through the period ending December 31, 1999, at
which time all such interest, together with interest otherwise due under
Section 1.4 of the Credit Agreement, shall be due and payable. This waiver is
conditioned upon the satisfaction of the conditions precedent set forth in
Section 3 below.
2.2. The Borrower has requested that the Banks temporarily waive
effective September 30, 1999, the Borrower's non-compliance with the following
covenants contained in the Credit Agreement: (i) Section 1.8(b) which required
payment of the September 30, 1999, principal installment of $388,040.80 due
with respect to the Term A Loans, (ii) Section 1.4 which required timely
payment of interest when due in the amount of $409,411.96 which payment was
received on October 6 and 7, 1999, which was after the applicable grace period,
(iii) Section 8.5(a) which required the furnishing of the July 1999, August
1999, September 1999, and October 1999, monthly financial statements to the
Banks, (iv) Section 4.2 which required putting in place blocked account
arrangements, (v) Section 8.5(h) which required providing the Banks with
written notice of default, (vi) Section 8.34 which will require repayment of
the Loans by $2,000,000 out of the proceeds of repayment of advances made by
the Borrower to the practice groups, and (vii) Sections 8.8 (Total Funded
Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt
Service Coverage Ratio) of the Credit Agreement. In order to accommodate the
Borrower's request, the Banks hereby agree to temporarily waive the Borrower's
non-compliance with the above-referenced covenants through the period ending
December 31, 1999. This waiver is conditioned upon the satisfaction of the
conditions precedent set forth in Section 3 below.
2.3. Except as specifically waived hereby, all of the terms and
conditions of the Credit Agreement shall stand and remain unchanged and in full
force and effect. This waiver does not extend to or cover any other Events of
Default which may now or hereafter exist under the Credit Agreement, this
waiver being expressly limited to the covenants referred to in Sections 2.1 and
2.2 above.
SECTION 3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
3.1. The Borrower, the Agent, and the Banks shall have
executed and delivered this Amendment.
-5-
<PAGE> 6
3.2. Each Material Subsidiary shall have executed its
acknowledgement and consent to this Amendment in the space provided
for that purpose below.
3.3. The Borrower shall have delivered to the Agent copies
of all written management reports furnished to the Borrower by its
independent public accountants during the current year and the prior
years to the extent available.
3.4. The Agent shall have received for each Bank (i) copies
of resolutions of the Borrower's board of directors authorizing the
execution and delivery of this Amendment and the Loan Documents to be
executed and delivered in connection herewith and ratifying the Loan
Documents executed and delivered prior to the date hereof as well as
the execution and delivery of the warrants referred to in Section 3.4
above and the issuance of any stock pursuant to the terms thereof and
(ii) the favorable written opinion of counsel to the Borrower, in form
and substance reasonably satisfactory to the Agent.
3.5. Legal matters incident to the execution and delivery
of this Amendment shall be satisfactory to the Agent and its counsel.
SECTION 4. AMENDMENT FEE.
In consideration of the Banks execution and delivery of this
Amendment, the Borrower hereby promises to pay to the Agent for the benefit of
the Banks (to be shared ratably based on the outstanding principal balance of
all Obligations, other than Bridge Loans, owing to the Banks on the date
hereof) an amendment fee of $750,000. Such amendment fee shall be fully earned
on the date hereof, payable on the earlier to occur of (i) March 31, 2000, (ii)
the payment in full of the Obligations, (iii) the date upon which all
Obligations are due and payable pursuant to Section 9 of the Credit Agreement,
or (iv) the date upon which all or substantially all of the assets of the
Borrower or the Borrower and its Subsidiaries are acquired by another Person or
all or substantially all of the capital stock of the Borrower is acquired by
any Person or group of Persons acting in concert or any other Change of Control
shall occur.
SECTION 5. RELEASE OF CLAIMS.
TO INDUCE THE BANKS AND THE AGENT TO ENTER INTO THIS AMENDMENT, THE
BORROWER AND, BY SIGNING THE ACKNOWLEDGEMENT AND CONSENT REFERRED TO BELOW,
EACH OF ITS SUBSIDIARIES HEREBY RELEASE, ACQUIT, AND FOREVER DISCHARGE THE
BANKS AND THE AGENT AND EACH OF THEIR AFFILIATES (INCLUDING, WITHOUT
LIMITATION, NESBITT BURNS SECURITIES, INC. AND HARRIS TRUST AND SAVINGS BANK),
AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS, AND ASSIGNS, FROM
ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION OF ANY KIND (IF
ANY THERE BE), WHETHER ABSOLUTE OR CONTINGENT, DUE OR TO BECOME DUE, DISPUTED
OR UNDISPUTED, AT LAW OR IN EQUITY, THAT THEY NOW HAVE OR EVER HAD AGAINST THE
BANKS AND THE AGENT AND THEIR AFFILIATES, OR ANY ONE OR MORE OF THEM
INDIVIDUALLY, UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS OR ANY OTHER CREDIT, DEPOSIT OR OTHER
-6-
<PAGE> 7
FINANCIAL ACCOMMODATION MADE AVAILABLE TO THE BORROWER OR ANY ONE OR MORE OF
ITS SUBSIDIARIES.
SECTION 6. MISCELLANEOUS.
6.1. The Borrower has heretofore executed and delivered to the Agent
and the Banks certain of the Collateral Documents. The Borrower hereby
acknowledges and agrees that, notwithstanding the execution and delivery of
this Amendment, the Collateral Documents remain in full force and effect and
the rights and remedies of the Agent and the Banks thereunder, the obligations
of the Borrower thereunder, and the liens and security interests created and
provided for thereunder remain in full force and effect and shall not be
affected, impaired, or discharged hereby. The Borrower hereby acknowledges and
agrees that the Bridge Loans constitute Obligations secured by each of the
Collateral Documents. Nothing herein contained shall in any manner affect or
impair the priority of the liens and security interests created and provided
for by the Collateral Documents as to the indebtedness which would be secured
thereby prior to giving effect to this Amendment.
6.2. Except as specifically amended herein, the Credit Agreement
shall continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made
pursuant to or with respect to the Credit Agreement, any reference in any of
such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.
6.3. The Borrower agrees to pay on demand all costs and expenses of
or incurred by the Agent in connection with the negotiation, preparation,
execution, and delivery of this Amendment and the other instruments and
documents to be executed and delivered in connection herewith, including the
fees and expenses of counsel for the Agent.
6.4. This Amendment may be executed in any number of counterparts,
and by the different parties on different counterpart signature pages, all of
which taken together shall constitute one and the same agreement. Any of the
parties hereto may execute this Amendment by signing any such counterpart and
each of such counterparts shall for all purposes be deemed to be an original.
This Amendment shall be governed by the internal laws of the State of Illinois.
6.5. This Amendment together with the other Loan Documents represent
the entire agreement of the Borrower, its Subsidiaries, the Banks and the Agent
with respect to the subject matter hereof and thereof, and there are no
promises or undertakings by the Banks or the Agent relative to the subject
matter hereof or thereof not expressly set forth therein. While the Agent and
the Banks intend to review and discuss with the Borrower the situation arising
as a result of the existing Events of Default and the Borrower's current
financial condition and business prospects, no such discussions shall be
binding upon the Agent or the Banks or otherwise create any additional
obligations unless agrees to in writing by the parties hereto. The Agent and
the Banks make no representations as to what actions, if any, the Agent and the
Banks will take after the expiration of the waiver period set forth in Section
2 above with respect to the Events of Default referred to therein if uncured at
that time or with respect to any other Event of Default not subject to the
limited waiver of Section 2 above, and the Agent and the Banks must and do
specifically reserve any and all rights and remedies they have (after giving
effect to this Amendment) with respect to any such Event of Default.
[SIGNATURE PAGES TO FOLLOW]
-7-
<PAGE> 8
This Seventh Amendment to Amended and Restated Credit Agreement is
dated as of the date and year first above written.
<TABLE>
<S> <C>
VISION TWENTY-ONE, INC.
By /s/ Theodore N. Gillette
------------------------------
Name Theodore N. Gillette
Title Chief Executive Officer
Accepted and agreed to as of the day and year last above written.
BANK OF MONTREAL, in its individual PILGRIM PRIME RATE TRUST
Capacity as a Bank and as a Agent By: Pilgrim Investments, Inc., as its
Investment Manager
By /s/ Jack J. Kane By /s/ Charles E. LeMieux
-------------------------------- -------------------------------
Name Jack J. Kane Name Charles E. LeMieux
Title Director Title Assistant Vice President
BANK ONE TEXAS, N.A. PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD.
By: Pilgrim Investments, Inc., as its Investment
Manager
By /s/ Ronnie Kaplan By /s/ Charles E. LeMieux
-------------------------------- -------------------------------
Name Ronnie Kaplan Name Charles E. LeMieux
Title Vice President Title Assistant Vice President
PACIFICA PARTNERS I, L.P. MERRILL LYNCH BUSINESS FINANCIAL
By: Imperial Credit Asset SERVICES, INC.
Management, as its
Investment Manager
By /s/ Dean K. Kawai By /s/ Jeremy M. Dhein
-------------------------------- -------------------------------
Name Dean K. Kawai Name Jeremy M. Dhein
Title Vice President Title Assistant Vice President
</TABLE>
S-1
<PAGE> 9
ACKNOWLEDGEMENT AND CONSENT
The undersigned, being all of the Material Subsidiaries of Vision
Twenty-One, Inc., have heretofore executed and delivered to the Agent and the
Banks one or more Guaranties and Collateral Documents. Each of the undersigned
hereby consents to the Seventh Amendment to Credit Agreement as set forth above
and confirms that its Guaranty and Collateral Documents, and all of its
obligations thereunder, remain in full force and effect and, without limiting
the foregoing, acknowledges and agrees that the Bridge Loans constitute
Obligations guaranteed by, or otherwise secured by, the Loan Documents executed
by it. Each of the undersigned further agrees that the consent of the
undersigned to any further amendments to the Credit Agreement shall not be
required as a result of this consent having been obtained, except to the
extent, if any, required by the Loan Documents referred to above.
"GUARANTORS"
VISION 21 PHYSICIAN PRACTICE MANAGEMENT COMPANY
VISION 21 OF SOUTHERN ARIZONA, INC.
VISION 21 OF SIERRA VISTA, INC.
VISION 21 MANAGEMENT SERVICES, INC.
VISION 21 MANAGED EYE CARE OF TAMPA BAY, INC.
VISION TWENTY-ONE MANAGED EYE CARE IPA, INC.
BBG-COA, INC.
BLOCK VISION, INC.
UVC INDEPENDENT PRACTICE ASSOCIATION, INC.
MEC HEALTH CARE, INC.
LSI ACQUISITION, INC.
VISION TWENTY-ONE EYE SURGERY CENTERS, INC.
EYE SURGERY CENTER MANAGEMENT, INC.
VISION TWENTY-ONE REFRACTIVE CENTER, INC.
VISION TWENTY-ONE OF WISCONSIN, INC.
By /s/ Theodore N. Gillette
-----------------------------------------
Theodore N. Gillette, an authorized
signatory for each of the
above-referenced entities
S-2
<PAGE> 10
ANNEX A TO SEVENTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT J
BRIDGE LOAN NOTE
U.S. $9,400,000.00 ____________, ____
FOR VALUE RECEIVED, the undersigned, VISION TWENTY-ONE, INC., a
Florida corporation (the "Borrower"), promises to pay to the order of Bank of
Montreal (the "Bank") on the last day of the Bridge Loan Period, at the
principal office of the Agent in Chicago, Illinois, in immediately available
funds, the principal sum of Nine Million Four Hundred Thousand and no/100
Dollars ($9,400,000.00) or, if less, the aggregate unpaid principal amount of
all Bridge Loans made by the Bank to the Borrower pursuant to the Credit
Agreement and with each such Bridge Loan to mature and become payable as
provided in the Credit Agreement, together with interest on the principal
amount of each such Bridge Loan from time to time outstanding hereunder at the
rates, and payable in the manner and on the dates, specified in the Credit
Agreement.
The Bank shall record on its books or records or on a schedule
attached to this Note, each Bridge Loan made by it together with all payments
of principal and interest and the principal balances from time to time
outstanding hereon, and the interest rate applicable thereto, provided that
prior to the transfer of this Note all such amounts shall be recorded on a
schedule attached to this Note. The record thereof, whether shown on such books
or records or on the schedule to this Note, shall be prima facie evidence of
the same, provided, however, that the failure of the Bank to record any of the
foregoing or any error in any such record shall not limit or otherwise affect
the obligation of the Borrower to repay all Bridge Loans made to it under the
Credit Agreement together with accrued interest thereon.
This Note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of July 1, 1998, among the Borrower, the Banks party
thereto, and Bank of Montreal as Agent for the Banks (such Amended and Restated
Credit Agreement as the same may from time to time be amended being referred to
as the "Credit Agreement") and payment hereof is secured by the Loan Documents,
and this Note and the holder hereof are entitled to all the benefits provided
for thereby or referred to therein, to which Credit Agreement and Loan
Documents reference is hereby made for a statement thereof. All defined terms
used in this Note, except terms otherwise defined herein, shall have the same
meaning as in the Credit Agreement. This Note shall be governed by and
construed in accordance with the laws of the State of Illinois.
Prepayments may be made hereon, certain prepayments are required to be
made hereon and this Note may be declared due prior to the expressed maturity
hereof, all in the events, on the terms and in the manner as provided for in
the Credit Agreement.
<PAGE> 11
The Borrower hereby waives demand, presentment, protest or notice of
any kind hereunder.
VISION TWENTY-ONE, INC.
By
--------------------------------------
Name
------------------------------------
Title
-----------------------------------
S-2
<PAGE> 1
EXHIBIT 99.1
VISION TWENTY-ONE, INC. APPOINTS BRUCE S. MALLER TO CHAIRMAN OF THE BOARD
Largo, FL - November 23, 1999 - Vision Twenty-One, Inc. (Nasdaq: EYES), a
provider of vision care services with an emphasis on refractive surgery,
managed care and ambulatory surgery centers, announced today that it has
appointed Bruce S. Maller to Chairman of the Board of Directors. The Company
has received considerable interest from a number of major eye care companies
since the recent announcement of its intentions to aggressively pursue various
strategic alternatives currently available to the Company. The move is intended
to further strengthen the Company's management team with the goal of enhancing
the Company's ability to effectively evaluate and implement its opportunities.
CEO Theodore Gillette commented on Mr. Maller's appointment, "Bruce is a
nationally respected leader and recognized expert in the eye care sector. We
are very pleased that Bruce has accepted this greater role during this
important time for Vision Twenty-One. The Company's business strategy is
centered around its affiliated eye care professionals and we believe that
Bruce's reputation and relationships with the doctors is unparalleled. This,
coupled with his extensive experience in the refractive and surgery center
industries, will assist us greatly as we pursue our numerous options with a
goal of maximizing shareholder value."
Mr. Maller stated, "The company faces a number of challenges and opportunities
as it continues to transition its business model focusing on its core
competencies in managed care, the development and management of refractive and
ambulatory surgery centers. I look forward to being significantly involved on a
daily basis and working closely with our CEO Ted Gillette and the Vision
Twenty-One management team as we move forward on these important and exciting
initiatives."
Vision Twenty-One, Inc. is a vision care Company focused on the development of
refractive eye laser and surgery centers. The Company is headquartered in
Largo, FL., and maintains regional offices in Phoenix, Minneapolis and
Somerset, NJ. For more Company information, visit our Web site at
www.vision21.com.
###
<PAGE> 2
This press release contains statements which may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Investors and prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors as set forth from time to time in the Company's filings with the SEC.
The Company undertakes no obligation to publicly update or revise the
forward-looking statements made in this press release to reflect events or
circumstances after the date of this press release or to reflect the occurrence
of unanticipated events.
Contacts:
Heidi Hart Mary Laurinaitis
Investor Relations Corporate Communications
(727) 545-4300, ext. 2124 (727) 545-4300, ext. 2400
<PAGE> 1
EXHIBIT 99.2
VISION TWENTY-ONE PROVIDES STRATEGIC INITIATIVES UPDATE
Largo, FL - December 11, 1999 - Vision Twenty-One, Inc. (Nasdaq: EYES), a
vision care Company focused on the development of refractive eye laser and
ambulatory surgery centers, disclosed that in connection with its previously
announced strategic initiatives, it is currently conducting ongoing discussions
with a number of eye care organizations related to a possible sale of either
certain business units, or alternatively, a sale of the entire company. Paine
Webber Incorporated is serving as the Company's financial advisor during the
process.
The Company disclosed that it had amended its credit facility today with its
bank syndicate to provide for additional capital for operations to the Company
as it explores its strategic alternatives. The Company's bridge facility has
been increased from a previously reported $3.0 million to $9.4 million.
Additionally, the banks have extended waivers on a short term basis regarding
certain covenants in the loan. The bridge loan term was extended to March 31,
2000.
The Company reported that it is making progress in its goal of exiting the
practice management sector, as it has come to a tentative agreement with a
number of practices in a short period of time. Under such arrangements the
Company will receive a combination of cash and stock in return for a return of
assets at the practices locations, and upon closing the Company's management
obligations will terminate. In the interim as agreements are reached, the
Company's management fee will be reduced to correspond with its reduced duties
and obligations.
In a final announcement, the Company disclosed that it has hired Nightingale &
Associates, LLC on a full time basis to assist in finance matters and to
provide one of its partners, Howard Hoffmann, as the Company's interim chief
financial officer. The Nightingale firm is a nationally recognized financial
advisory group based out of Stanford, Connecticut. Mr. Hoffman replaces former
chief financial officer, Richard Welch, who resigned from the Company this past
week to pursue other interests.
Vision Twenty-One, Inc. is a vision care Company focused on the development of
refractive eye laser and surgery centers. The Company is headquartered in
Largo, FL., and maintains regional offices in Phoenix, Minneapolis and
Somerset, NJ. For more Company information, visit our Web site at
www.vision21.com.
###
This press release contains statements which may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Investors and prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors as set forth in the Company's From 8-K to be filed in connection with
this release and from time to time in the Company's filings with the SEC. The
Company undertakes no obligation to publicly update or revise the
forward-looking statements made in this press release to reflect events or
circumstances after the date of this press release or to reflect the occurrence
of unanticipated events.
