<PAGE>
EXECUTION
EXHIBIT 10.4
THIRTEENTH AMENDMENT AND CONSENT TO
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
October 23, 2000
Reference is made to that certain Debtor-In-Possession Credit Agreement
dated as of September 13, 1999 (as heretofore amended, supplemented or otherwise
modified, the "DIP Credit Agreement"), by and among Vencor, Inc., a Delaware
corporation ("Vencor"), and Vencor Operating, Inc., a Delaware corporation
("Vencor Opco"), each as debtor and debtor-in-possession, and each of Vencor's
subsidiaries listed on the signature pages thereof, each as debtor and debtor-
in-possession (each such subsidiary, Vencor and Vencor Opco individually
referred to herein as a "Borrower" and, collectively, on a joint and several
basis, as the "Borrowers"); the Lenders listed on the signature pages thereof;
and Morgan Guaranty Trust Company of New York, as arranger, collateral agent and
administrative agent (in such capacity, "Administrative Agent") for the Lenders,
and as an issuing bank for Letters of Credit thereunder. Capitalized terms used
herein without definition herein shall have the meanings assigned to such terms
in the DIP Credit Agreement.
The Borrowers have requested that Lenders (i) extend the termination date
of the Commitments, (ii) extend the deadline for filing a plan of reorganization
acceptable to the Required Lenders in the Cases, (iii) amend certain financial
covenants, (iv) consent to the Cash Plan Supplement (as defined below), and (v)
make certain other amendments to the DIP Credit Agreement, in each case as more
fully set forth below. Accordingly, Borrowers and the undersigned Lenders hereby
agree as follows:
1. The definition of "Borrowing Base" in Section 1.01 of the DIP Credit
Agreement is hereby amended by adding at the end of the table contained therein
the additional row as follows:
November 2000 $47,829,611
December 2000 $47,829,611
January 2001 $47,829,611
2. The definition of "Stated Maturity Date" in Section 1.01 of the DIP
Credit Agreement is hereby amended by deleting the reference to "October 31,
2000" contained therein and substituting therefor "January 31, 2001".
3. Section 2.05(a) of the DIP Credit Agreement is hereby amended by
deleting the reference to "July 31, 2000" contained therein and substituting
therefor "November 30, 2000".
<PAGE>
4. Section 5.01(b) of the DIP Credit Agreement is hereby amended by
adding at the end of the table contained therein the additional row as follows:
Fiscal Quarter ending
September 30, 2000 November 15, 2000
October 2000 November 30, 2000
November 2000 December 31, 2000
Fiscal Year ending
December 31, 2000
(preliminary balance
sheet and income
statement only) January 31, 2001
January 2001 February 28, 2001
5. Section 5.10 of the DIP Credit Agreement is hereby amended by deleting
the reference to "October 31, 2000" contained therein and substituting therefor
"November 22, 2000".
6. Section 6.01 of the DIP Credit Agreement is hereby amended by adding
at the end of the table contained therein the additional rows as follows:
November 2000 $270,000,000
December 2000 $302,000,000
January 2001 $335,000,000
7. Section 6.03 of the DIP Credit Agreement is hereby amended by adding
at the end of the table contained therein the additional rows as follows:
November 2000 2,500
December 2000 2,550
January 2001 2,575
2
<PAGE>
8. Section 6.04 of the DIP Credit Agreement is hereby amended by deleting
the reference to $285,000,000" contained therein and substituting therefore
"$275,000,000".
9. Section 6.06 of the DIP Credit Agreement is hereby amended by adding
at the end of the table contained therein the additional rows as follows:
November 2000 $72,500,000
December 2000 $80,000,000
January 2001 $85,000,000
10. The Borrowers have also submitted to Lenders an amendment and
supplement to the Cash Plan, attached hereto as Annex A (the "Cash Plan
Supplement"), setting forth, for November 2000, December 2000 and January 2001,
a consolidated cash forecast for the Borrowers. Each of the undersigned Lenders
hereby (i) acknowledges that the substance of the Cash Plan Supplement is
satisfactory to such Lender and (ii) consents to supplementing the Cash Plan
with the forecast for November 2000, December 2000 and January 2001 contained in
the Cash Plan Supplement.
11. The Required Lenders hereby confirm that the plan of reorganization
filed with the Court by the Borrowers on September 29, 2000 (the "Initial Plan
of Reorganization") does not cause the Commitment Termination Date to occur.
This confirmation is limited precisely as written and relates solely to the
Initial Plan of Reorganization, and nothing in this Thirteenth Amendment (as
defined below) shall be deemed to constitute a waiver of compliance by the
Borrowers with respect to Section 5.10 of the DIP Credit Agreement in any other
instance, or any other term, provision or condition of the DIP Credit Agreement
or any other instrument or agreement referred to therein.
On and after the Thirteenth Amendment Effective Date (as defined below),
each reference in the DIP Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the DIP Credit
Agreement, and each reference in the other Financing Documents to the "DIP
Credit Agreement", "thereunder", "thereof" or words of like import referring to
the DIP Credit Agreement, shall mean and be a reference to the DIP Credit
Agreement as amended by this Thirteenth Amendment and Consent to Debtor-In-
Possession Credit Agreement (this "Thirteenth Amendment"; the DIP Credit
Agreement, as so amended, being the "Amended Agreement").
Without limiting the generality of the provisions of Section 11.05 of the
DIP Credit Agreement, the amendments and the consent set forth in the paragraphs
above shall be limited precisely as written, and nothing in this Thirteenth
Amendment shall be deemed to (a) constitute a consent to any other supplement to
the Cash Plan or any other document, transaction, occurrence, event or condition
under Section 5.01(m) of the DIP Credit Agreement or any other term, provision
or condition of the DIP Credit Agreement or any of such other Financing
Documents, or (b) prejudice any right or remedy that the Administrative Agent or
any Lender may now have or may have in the future under or in connection with
the DIP Credit
3
<PAGE>
Agreement or any of such other Financing Documents. Except as specifically
amended by this Thirteenth Amendment, the DIP Credit Agreement and such other
Financing Documents shall remain in full force and effect and are hereby
ratified and confirmed.
In order to induce Lenders to enter into this Thirteenth Amendment, each
Borrower, by its execution of a counterpart of this Thirteenth Amendment,
represents and warrants that (a) such Borrower has the corporate or other power
and authority and all material Governmental Approvals required to enter into
this Thirteenth Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Amended Agreement, (b) the execution and
delivery of this Thirteenth Amendment and the performance of the Amended
Agreement have been duly authorized by all necessary corporate or other action
on the part of such Borrower, (c) the execution and delivery by such Borrower of
this Thirteenth Amendment and the performance by such Borrower of the Amended
Agreement do not and will not contravene, or constitute a default under, any
Applicable Laws (including an applicable order of the Court) or any provision of
its Organizational Documents, or of any agreement or other instrument binding
upon it or result in or require the imposition of any Liens (other than the
Liens created by the Collateral Documents) on any of its assets, (d) the
execution and delivery by such Borrower of this Thirteenth Amendment and the
performance by such Borrower of the Amended Agreement do not and will not
require any action by or in respect of, or filing with, any governmental body,
agency or official (except for the Court and such as shall have been made at or
before the time required and shall be in full force and effect on and after the
date when made), (e) this Thirteenth Amendment and the Amended Agreement have
been duly executed and delivered by such Borrower and constitute the valid and
binding obligations of such Borrower, enforceable in accordance with their
respective terms, except as may be limited by general principles of equity, (f)
for purposes of the Borrowing Order notice of this Thirteenth Amendment has been
given to and received by counsel to the Committee (as defined in the Borrowing
Order), and (g) after giving effect to this Thirteenth Amendment, no event has
occurred and is continuing or will result from the consummation of the
transactions contemplated by this Thirteenth Amendment that would constitute a
Default.
This Thirteenth Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument. This Thirteenth
Amendment shall become effective (the date of such effectiveness being the
"Thirteenth Amendment Effective Date") upon the earliest date on or prior to
October 27, 2000 that (a) the Borrowers and Lenders shall have executed
counterparts of this Thirteenth Amendment and the Borrowers and the
Administrative Agent shall have received written or telephonic notification of
such execution and authorization of delivery thereof; (b) the Administrative
Agent shall have received evidence satisfactory to it that all outstanding
statements of O'Melveny & Myers LLP, Davis Polk & Wardwell and Policano & Manzo
that are received by Vencor prior to 12:00 Noon (New York City time) on October
20, 2000 have been paid in full, (c) the Administrative Agent shall have
received from the Borrowers an amendment fee in the aggregate amount of $88,850
for ratable distribution to each Lender that has executed and delivered this
Thirteenth Amendment on or prior to October 27, 2000 according to the ratio of
(x) the Commitment of such executing Lender to (y) the aggregate Commitments of
all such executing Lenders, and (d) the Court shall have approved both the terms
of this Thirteenth Amendment in their entirety and payment of such $88,850
amendment fee.
4
<PAGE>
THIS THIRTEENTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
[Remainder of page intentionally left blank.]
5
<PAGE>
BORROWERS:
Advanced Infusion Systems, Inc.
American X-Rays, Inc.
C.P.C. of Louisiana, Inc.
Community Behavioral Health System, Inc.
Community Psychiatric Centers of Arkansas, Inc.
Community Psychiatric Centers of California
Community Psychiatric Centers of Florida, Inc.
Community Psychiatric Centers of Idaho, Inc.
Community Psychiatric Centers of Indiana, Inc.
Community Psychiatric Centers of Kansas, Inc.
Community Psychiatric Centers of Mississippi, Inc.
Community Psychiatric Centers of Missouri, Inc.
Community Psychiatric Centers of North Carolina,
Inc.
Community Psychiatric Centers of Oklahoma, Inc.
Community Psychiatric Centers of Utah, Inc.
Community Psychiatric Centers Properties
Incorporated
Community Psychiatric Centers Properties of
Oklahoma, Inc.
Community Psychiatric Centers Properties of Texas,
Inc.
Community Psychiatric Centers Properties of Utah,
Inc.
Courtland Gardens Health Center, Inc.
CPC Investment Corp.
CPC Managed Care Health Services, Inc.
CPC of Georgia, Inc.
CPC Properties of Arkansas, Inc.
CPC Properties of Illinois, Inc.
CPC Properties of Indiana, Inc.
CPC Properties of Kansas, Inc.
CPC Properties of Louisiana, Inc.
CPC Properties of Mississippi, Inc.
CPC Properties of Missouri, Inc.
CPC Properties of North Carolina, Inc.
First Rehab, Inc.
Florida Hospital Properties, Inc.
Health Care Holdings, Inc.
Health Care Technology, Inc.
Helian ASC of Northridge, Inc.
Helian Health Group, Inc.
Helian Recovery Corporation
Homestead Health Center, Inc.
Horizon Healthcare Services, Inc.
S-1
<PAGE>
Interamericana Health Care Group
J.B. Thomas Hospital, Inc.
Lafayette Health Care Center, Inc.
MedEquities, Inc.
Medisave of Tennessee, Inc.
Medisave Pharmacies, Inc.
Old Orchard Hospital, Inc.
Palo Alto Surgecenter Corporation
Peachtree-Parkwood Hospital, Inc.
PersonaCare, Inc.
PersonaCare Living Center of Clearwater, Inc.
PersonaCare of Bradenton, Inc.
PersonaCare of Clearwater, Inc.
PersonaCare of Connecticut, Inc.
PersonaCare of Georgia, Inc.
PersonaCare of Huntsville, Inc.
PersonaCare of Little Rock, Inc.
PersonaCare of Ohio, Inc.
PersonaCare of Owensboro, Inc.
PersonaCare of Pennsylvania, Inc.
PersonaCare of Pompano East, Inc.
PersonaCare of Pompano West, Inc.
PersonaCare of Reading, Inc.
PersonaCare of San Antonio, Inc.
PersonaCare of San Pedro, Inc.
PersonaCare of Shreveport, Inc.
PersonaCare of St. Petersburg, Inc.
PersonaCare of Warner Robbins, Inc.
PersonaCare of Wisconsin, Inc.
PersonaCare Properties, Inc.
ProData Systems, Inc.
Recovery Inns of America, Inc.
Respiratory Care Services, Inc.
Stamford Health Facilities, Inc.
THC-Chicago, Inc.
THC-Hollywood, Inc.
THC-Houston, Inc.
THC-Minneapolis, Inc.
THC-North Shore, Inc.
THC-Orange County, Inc.
THC-San Diego, Inc.
THC-Seattle, Inc.
TheraTx Healthcare Management, Inc.
TheraTx Health Services, Inc.
TheraTx Management Services, Inc.
TheraTx Medical Supplies, Inc.
S-2
<PAGE>
TheraTx Rehabilitation Services, Inc.
TheraTx Staffing, Inc.
Transitional Hospitals Corporation, a Delaware
Corporation
Transitional Hospitals Corporation, a Nevada
Corporation
Transitional Hospitals Corporation of Indiana,
Inc.
Transitional Hospitals Corporation of Louisiana,
Inc.
Transitional Hospitals Corporation of Michigan,
Inc.
Transitional Hospitals Corporation of Nevada, Inc.
Transitional Hospitals Corporation of New Mexico,
Inc.
Transitional Hospitals Corporation of Tampa, Inc.
Transitional Hospitals Corporation of Texas, Inc.
Transitional Hospitals Corporation of Wisconsin,
Inc.
Tucker Nursing Center, Inc.
Tunstall Enterprises, Inc.
VC-OIA, Inc.
VC-TOHC, Inc.
VC-WM, Inc.
Vencare, Inc.
Vencare Rehab Services, Inc.
Vencor Facility Services, Inc.
Vencor Holdings, L.L.C.
Vencor Home Care Services, Inc.
Vencor Hospice, Inc.
Vencor Hospitals East, L.L.C.
Vencor Hospitals West, L.L.C.
Vencor, Inc.
Vencor Insurance Holdings, Inc.
Vencor Investment Company
Vencor Nevada, L.L.C.
Vencor Nursing Centers East, L.L.C.
Vencor Nursing Centers Central L.L.C.
Vencor Nursing Centers North, L.L.C.
Vencor Nursing Centers South, L.L.C.
Vencor Nursing Centers West, L.L.C.
Vencor Operating, Inc.
Vencor Pediatric Care, Inc.
S-3
<PAGE>
Vencor Provider Network, Inc.
Ventech Systems, Inc.
By: Vencor Operating, Inc., as agent and attorney-in-
fact for each of the foregoing entities
By:
----------------------------------------------
Name:
Title:
Stamford Health Associates, L.P.
By: Stamford Health Facilities, Inc., Its General
Partner
By:
----------------------------------------------
Name:
Title:
Vencor Home Care and Hospice Indiana Partnership
By: Vencor Home Care Services, Inc., Its General
Partner
By:
----------------------------------------------
Name:
Title:
By: Vencor Hospice, Inc., Its General Partner
By:
----------------------------------------------
Name:
Title:
S-4
<PAGE>
Vencor Hospitals Limited Partnership
By: Vencor Operating, Inc., Its General Partner
By:
----------------------------------------------
Name:
Title:
By: Vencor Nursing Centers Limited Partnership, Its
General Partner
By: Vencor Operating, Inc., Its General
Partner
By:
------------------------------------------
Name:
Title:
Vencor Nursing Centers Central Limited
Partnership
By: Vencor Operating, Inc., Its General Partner
By:
----------------------------------------------
Name:
Title:
By: Vencor Nursing Centers Limited Partnership,
Its General Partner
By: Vencor Operating, Inc., Its General
Partner
By:
------------------------------------------
Name:
Title:
S-5
<PAGE>
Vencor Nursing Centers Limited Partnership
By: Vencor Operating, Inc., Its General Partner
By:
----------------------------------------------
Name:
Title:
By: Vencor Hospitals Limited Partnership, Its General
Partner
By: Vencor Operating, Inc., Its General
Partner
By: ------------------------------------------
Name:
Title:
S-6
<PAGE>
AGENTS AND LENDERS:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
as Arranger, Collateral Agent and Administrative
Agent and as a Lender
By:
--------------------------------------------
Name:
Title:
S-7
<PAGE>
ABLECO FINANCE LLC, as a Lender
By:
--------------------------------------------
Name:
Title:
S-8
<PAGE>
APPALOOSA INVESTMENT LIMITED
PARTNERSHIP I, as a Lender
By:
--------------------------------------------
Name:
Title:
S-9
<PAGE>
BANKERS TRUST COMPANY, as a Lender
By:
--------------------------------------------
Name:
Title:
S-10
<PAGE>
GOLDMAN SACHS CREDIT PARTNERS L.P., as a
Lender
By:
--------------------------------------------
Name:
Title:
S-11
<PAGE>
VAN KAMPEN PRIME RATE INCOME TRUST, as a
Lender
By: VAN KAMPEN INVESTMENT ADVISORY
CORP.
By:
--------------------------------------------
Name:
Title:
VAN KAMPEN SENIOR FLOATING RATE FUND, as a
Lender
By: VAN KAMPEN INVESTMENT ADVISORY
CORP.
By:
---------------------------------------
Name:
Title:
VAN KAMPEN SENIOR INCOME TRUST, as a Lender
By: VAN KAMPEN INVESTMENT ADVISORY
CORP.
By:
---------------------------------------
Name:
Title:
S-12
<PAGE>
FRANKLIN MUTUAL ADVISERS LLC, as a Lender
By:
--------------------------------------------
Name:
Title:
S-13
<PAGE>
FRANKLIN FLOATING RATE TRUST, as a Lender
By:
--------------------------------------------
Name:
Title:
S-14
<PAGE>
FOOTHILL CAPITAL CORPORATION, as a Lender
By:
--------------------------------------------
Name:
Title:
S-15
<PAGE>
FOOTHILL INCOME TRUST II, L.P., as a Lender
By: FIT II GP, LLC, its general partner
By:
---------------------------------------
Name:
Title:
S-16
<PAGE>
ACKNOWLEDGEMENT AND CONSENT OF SUBSIDIARY GUARANTOR
By its execution of a counterpart of this Thirteenth Amendment, the
undersigned, as a Subsidiary Guarantor under that certain Guaranty Agreement
dated as of September 13, 1999 (the "Guaranty") for the benefit of Lenders, and
as an Original Lien Grantor under that certain Security Agreement dated as of
September 13, 1999 (the "Security Agreement") between the undersigned, the
Borrowers and Collateral Agent, as Secured Party, hereby acknowledges that it
has read this Thirteenth Amendment and consents to the terms thereof and further
hereby confirms and agrees that, notwithstanding the effectiveness of this
Thirteenth Amendment, the obligations of the undersigned under the Guaranty and
the Security Agreement shall not be impaired or affected and each of the
Guaranty and the Security Agreement is, and shall continue to be, in full force
and effect and is hereby confirmed and ratified in all respects.
CARIBBEAN BEHAVIORAL HEALTH
SYSTEMS, INC.
By:
--------------------------------------------
Name:
Title:
S-17
<PAGE>
<TABLE>
<CAPTION>
Annex A
Vencor, Inc.
Cash Plan
Period: Weeks Beginning October 30, 2000 to January 29, 2000
Prepared: October 19, 2000
(in millions)
------------------------------------------------------------------------------------------------------------------------------------
CASH FLOW FORECAST: (Prepared by Company on October 18, 2000)
<S> <C> <C> <C> <C> <C> <C> <C>
Week Beginning: 11/1/00 11/6/00 11/13/00 11/20/00 11/27/00 12/4/00 12/11/00
---------------------------------------------------------------------------------
Projected Receipts:
Facility Receipts $ 15.8 $ 22.2 $ 39.5 $ 37.9 $ 49.0 $ 22.4 $ 40.0
Agency Receipts 5.4 8.2 12.2 20.4 27.2 8.2 12.4
PIP Receipts - 11.9 - 11.9 - 11.9 -
Misc Receipts - - - - - - -
------- ------- ------- ------- ------- ------- -------
Subtotal Receipts $ 21.2 $ 42.3 $ 51.7 $ 70.2 $ 76.2 $ 42.5 $ 52.4
Projected Disbursements:
Accounts Payable $ (18.9) $ (26.2) $ (26.3) $ (15.8) $ (25.2) $ (29.4) $ (29.4)
Ventas - (15.2) - - - (15.2) -
Scheduled Medicare Payments - - - - - - -
Payroll (15.0) (17.9) (18.2) (18.3) (18.7) (19.1) (18.3)
Taxes (5.2) (8.6) (8.6) (8.6) (7.0) (8.6) (8.6)
VEBA Funding - (1.1) (1.1) (1.1) (1.1) (1.1) (1.1)
Vendor Deposits (6.0) (2.2) (2.2) (2.1) (1.9) (2.1) (2.1)
Executive Retention - - - - - - -
Restructuring Costs (1.0) - - - (1.1) - -
------- ------- ------- ------- ------- ------- -------
Subtotal Uses of Cash $ (46.1) $ (71.2) $ (56.4) $ (45.9) $ (55.0) $ (75.5) $ (59.5)
------- ------- ------- ------- ------- ------- -------
Daily Cash Flow before Next Day
Funding Requirements $ (24.9) $ (28.9) $ (4.7) $ 24.3 $ 21.2 $ (33.0) $ (7.1)
Reduce (Borrow) Next Day Funding Requirement - - - - - - -
------- ------- ------- ------- ------- ------- -------
Subtotal Net Sources (Uses) of Cash $ (24.9) $ (28.9) $ (4.7) $ 24.3 $ 21.2 $ (33.0) $ (7.1)
------- ------- ------- ------- ------- ------- -------
Forecasted Revolver (Borrowing) Repayment $ (24.9) $ (28.9) $ (4.7) $ 24.3 $ 21.2 $ (33.0) $ (7.1)
Beginning Revolver $ - $ - $ - $ - $ - $ - $ -
Activity - - - - - - -
------- ------- ------- ------- ------- ------- -------
Ending Revolver $ - $ - $ - $ - $ - $ - $ -
======= ======= ======= ======= ======= ======= =======
Beginning Cash $ 170.0 $ 145.1 $ 116.2 $ 111.5 $ 135.8 $ 157.0 $ 124.0
Net Change in Cash (24.9) (28.9) (4.7) 24.3 21.2 (33.0) (7.1)
------- ------- ------- ------- ------- ------- -------
Ending Cash $ 145.1 $ 116.2 $ 111.5 $ 135.8 $ 157.0 $ 124.0 $ 116.9
======= ======= ======= ======= ======= ======= =======
------------------------------------------------------------------------------------------------------------------------------------
COVENANT COMPUTATION:
Cumulative Net Cash Flow $ (24.9) $ (53.8) $ (58.5) $ (34.2) $ (13.0) $ (46.0) $ (53.1)
Permitted Variance (1) (18.0) (18.0) (18.0) (18.0) (18.0) (18.0) (18.0)
------- ------- ------- ------- ------- ------- -------
Compliance with Cash Plan $ (42.9) $ (71.8) $ (76.5) $ (52.2) $ (31.0) $ (64.0) $ (71.1)
======= ======= ======= ======= ======= ======= =======
------------------------------------------------------------------------------------------------------------------------------------
Week Beginning: 12/18/00 12/25/00 1/1/01 1/8/01 1/15/01 1/22/01 1/29/01
---------------------------------------------------------------------------------
Projected Receipts:
Facility Receipts $ 44.9 $ 46.4 $ 20.3 $ 32.8 $ 42.2 $ 43.8 $ 17.2
Agency Receipts 20.5 22.0 11.8 13.1 16.4 16.4 7.8
PIP Receipts 11.9 - 11.9 - 11.9 - -
Misc Receipts - - - - - - -
------- ------- ------- ------- ------- ------- -------
Subtotal Receipts $ 77.3 $ 68.4 $ 44.0 $ 45.9 $ 70.5 $ 60.2 $ 25.0
Projected Disbursements:
Accounts Payable $ (22.1) $ (16.8) $ (20.4) $ (23.3) $ (21.3) $ (20.4) $ (11.6)
Ventas - - (15.2) - - - -
Scheduled Medicare Payments - - - - - - -
Payroll (19.1) (17.3) (12.4) (19.4) (17.8) (18.6) (9.4)
Taxes (10.4) (3.4) (6.2) (8.3) (7.6) (8.3) (4.1)
VEBA Funding (1.1) (1.1) (1.1) (1.1) (1.1) (1.1) (1.1)
Vendor Deposits (4.2) - (2.2) (2.2) (2.2) (2.2) (2.2)
Executive Retention - - - - - - -
Restructuring Costs - (0.1) (1.0) - - - (0.1)
------- ------- ------- ------- ------- ------- -------
Subtotal Uses of Cash $ (56.9) $ (38.7) $ (58.5) $ (54.3) $ (50.0) $ (50.6) $ (28.5)
------- ------- ------- ------- ------- ------- -------
Daily Cash Flow before Next Day
Funding Requirements $ 20.4 $ 29.7 $ (14.5) $ (8.4) $ 20.5 $ 9.6 $ (3.5)
Reduce (Borrow) Next Day Funding Requirement - - - - - - -
------- ------- ------- ------- ------- ------- -------
Subtotal Net Sources (Uses) of Cash $ 20.4 $ 29.7 $ (14.5) $ (8.4) $ 20.5 $ 9.6 $ (3.5)
------- ------- ------- ------- ------- ------- -------
Forecasted Revolver (Borrowing) Repayment $ 20.4 $ 29.7 $ (14.5) $ (8.4) $ 20.5 $ 9.6 $ (3.5)
Beginning Revolver $ - $ - $ - $ - $ - $ - $ -
Activity - - - - - - -
------- ------- ------- ------- ------- ------- -------
Ending Revolver $ - $ - $ - $ - $ - $ - $ -
======= ======= ======= ======= ======= ======= =======
Beginning Cash $ 116.9 $ 137.3 $ 167.0 $ 152.5 $ 144.1 $ 164.6 $ 174.2
Net Change in Cash 20.4 29.7 (14.5) (8.4) 20.5 9.6 (3.5)
------- ------- ------- ------- ------- ------- -------
Ending Cash $ 137.3 $ 167.0 $ 152.5 $ 144.1 $ 164.6 $ 174.2 $ 170.7
======= ======= ======= ======= ======= ======= =======
------------------------------------------------------------------------------------------------------------------------------------
COVENANT COMPUTATION:
Cumulative Net Cash Flow $ (32.7) $ (3.0) $ (17.5) $ (25.9) $ (5.4) $ 4.2 $ 0.7
Permitted Variance (1) (18.0) (18.0) (18.0) (18.0) (18.0) (18.0) (18.0)
------- ------- ------- ------- ------- ------- -------
Compliance with Cash Plan $ (50.7) $ (21.0) $ (35.5) $ (43.9) $ (23.4) $ (13.8) $ (17.3)
======= ======= ======= ======= ======= ======= =======
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Borrower is allowed to disburse up to $26 million above the permitted
variance if, and only if, such disbursements are required to be made to
repay obligations owing to Medicare of its agents.
