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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number: 34-22090
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THE MULTICARE COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3152527
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 East State Street
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Kennett Square, Pennsylvania 19348
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(Address of principal executive offices)
(Zip Code)
(610) 444-6350
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of September 14, 1999: 100 shares of common stock
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Item 6 of Part II is hereby amended as follows:
(a) Exhibits
Number Description
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99.1 Amendment No. 4 and Waiver to Credit Agreement dated
as of August 20, 1999 by and among The Multicare
Companies, Inc. and certain Subsidiaries identified on
the signature pages thereto as "Borrowers", the
institutions identified on the signature pages thereto
as "Lenders", Mellon Bank, N.A. as Issuer of Letters
of Credit and as Administrative Agent, Citicorp USA,
Inc. as Syndication Agent, First Union National Bank
as Documentation Agent, and Bank of America, N.A. (as
successor to NationsBank, N.A. and Bank of America,
NT&SA) as Syndication Agent.
SIGNATURES
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 thereunto duly authorized.
THE MULTICARE COMPANIES, INC.
/s/ George V. Hager, Jr
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George V. Hager, Jr.
Executive Vice President and
Chief Financial Officer
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AMENDMENT NO. 4 AND WAIVER TO CREDIT AGREEMENT
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(Multicare)
AMENDMENT NO. 4 AND WAIVER TO CREDIT AGREEMENT, dated as of August 20,
1999, (this "Amendment No. 4") by and among: The Multicare Companies, Inc. and
certain Subsidiaries identified on the signature pages hereto as "Borrowers";
the institutions identified on the signature pages hereto as "Lenders"; Mellon
Bank, N.A. as Issuer of Letters of Credit and as Administrative Agent; Citicorp
USA, Inc. as Syndication Agent; First Union National Bank as Documentation
Agent; and Bank of America, N.A. (as successor to NationsBank, N.A. and Bank of
America, NT&SA) as Syndication Agent.
Background
A Credit Agreement, dated as of October 9, 1997, was entered into by
and among The Multicare Companies, Inc. and certain of its Subsidiaries as
Borrowers, Mellon Bank, N.A. as Issuer of Letters of Credit and Administrative
Agent, Citicorp USA, Inc. as Syndication Agent, First Union National Bank as
Documentation Agent, NationsBank, N.A. as Syndication Agent, and the Lenders and
other Agents identified therein and was amended pursuant to that certain
Amendment No. 1 and Waiver, dated as of March 5, 1998, was further amended
pursuant to that certain Amendment No. 2 and Waiver, dated as of August 28, 1998
and was further amended pursuant to that certain Amendment No. 3 and Waiver,
dated as of February 11, 1999. The Credit Agreement, as so amended, is referred
to herein as the "Current Credit Agreement". The Current Credit Agreement, as
the same may be amended, modified, restated or supplemented from time to time is
herein referred to as the "Credit Agreement" or the "Agreement". Terms are used
in this Amendment No. 4 as defined in the Current Credit Agreement unless
otherwise specified.
The Borrowers have requested certain changes to the Current Credit
Agreement including, among others, the following: (1) a modification of the
Adjusted Total Debt/Cash Flow Ratio; (2) a modification to the Fixed Charge
Coverage Ratio; (3) a modification of the Adjusted Senior Debt/Cash Flow Ratio;
(4) a modification of certain prepayment provisions and (5) a modification to
the Consolidated Net Worth Covenant. The Agents and Lenders are willing to make
such modifications and the waivers herein, subject to, among other things, the
granting of additional security by the Borrowers, the elimination of the
availability of Swing Loans, the inclusion of new pricing tiers and adjustments
to other pricing tiers and the other terms and conditions set forth below.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows.
Agreement
1. Amendments to Current Credit Agreement on Amendment No. 4 Effective
Date. The Current Credit Agreement is amended in each of the following respects,
as of the Amendment No. 4 Effective Date (as defined in Section 3 below).
1.1 Elimination of Swing Loans. The Swing Loan Lender has and
shall have no further obligation to make and the RC Lenders have and shall have
no further
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obligation to purchase participations in any Swing Loans. In connection
therewith, Sections 1.1(c) and 1.3(e) are hereby deleted in their entirety and
all references in the Current Credit Agreement to Swing Line Loans are hereby
eliminated, provided however, in the event all or any portion of any amount paid
by any Borrower on account of a Swing Line Loan, or any interest or other amount
due in connection therewith is thereafter recovered from any Lender Party, the
obligations of Borrowers to pay such amount shall automatically be restored to
the extent of such recovery.
1.2 Application of Prepayments in Connection with Net Proceeds
of Dispositions. Section 1.5(c)(iii) is deleted in its entirety and replaced
with the following:
(iii) Timing and Application of Mandatory
Prepayments from the Disposition of Assets Identified on
Schedule 8.5(d). Any mandatory prepayment pursuant to
paragraph (b) of this Section 1.5 resulting from the
disposition of assets identified on Schedule 8.5(d) shall be
applied in accordance with the following provisions. The Net
Cash Proceeds of the disposition of assets identified on
Schedule 8.5(d) located in Ohio not in excess of $55,000,000
shall be applied in accordance with clause (1) below. The Net
Cash Proceeds of the disposition of any other assets
identified on Schedule 8.5(d) (excluding the first $55,000,000
of Net Cash Proceeds from the disposition of assets located in
Ohio) shall be applied in accordance with clause (2) below.
(1) Prepayments shall be applied
against the RC Loans (without a corresponding reduction in the
RC Commitments) and shall be applied against the RC Loans at
the time outstanding on a pro rata basis in accordance with
the relative aggregate principal amount thereof held by each
applicable Lender, provided however that, in the event that
and to the extent that the Net Cash Proceeds from a
disposition of assets identified on Schedule 8.5(d) located in
Ohio exceed $10,000,000, within 12 months of the date such Net
Cash Proceeds are received, the Borrower receiving such Net
Cash Proceeds in excess of $10,000,000 shall either (A) apply
an amount equal to such excess Net Cash Proceeds to
permanently repay the Loans or (B) invest an equal amount, or
the amount not so applied pursuant to clause (A) (or enter
into a definitive agreement committing to so invest within 12
months after the date of such agreement; provided that, if
such agreement is terminated, such Borrower may invest such
Net Cash Proceeds prior to the end of the 12 month period
commencing on the date of receipt of such Net Cash Proceeds or
six months after the termination of such agreement, whichever
is later), in property or assets (other than current assets)
of a nature or type or that are used in a business (or in a
company having property and assets of a nature and type, or
engaged in a business) similar or related to the nature or
type of the property and assets or the business of, the
Borrowers existing on the date of such investment.
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(2) Except as set forth in the
preceding paragraph (1), any mandatory prepayments pursuant to
paragraph (c)(iii) of this Section 1.5 shall be applied in the
following order:
(A) First, prepayments
shall be applied against the Tranche A Term Loan, on a pro
rata basis in accordance with the relative aggregate principal
amounts held by each applicable Lender. Prepayments of the
Tranche A Term Loan shall be applied to each of the respective
remaining installments thereof set forth in Section 1.4 on a
pro rata basis in accordance with the relative amounts
thereof.
(B) Second, subject to the
terms of paragraph (d) below (Tranche B/Tranche C Opt-Out),
prepayments shall be applied against the Tranche B Term Loans
and the Tranche C Term Loans at the time outstanding on a pro
rata basis in accordance with the relative aggregate principal
amounts thereof held by each applicable Lender. Prepayments of
the Tranche B Term Loans and the Tranche C Term Loans shall be
applied to each of the respective remaining installments
thereof set forth in Section 1.4 on a pro rata basis in
accordance with the relative amounts thereof.
(C) Third, prepayments
shall be applied against the RC Loans with a corresponding
reduction in the amount of the RC Commitment and shall be
applied among the RC Loans at the time outstanding on a pro
rata basis in accordance with the relative aggregate principal
amount thereof held by each applicable Lender.
Prepayments shall be applied to any other amounts owing in
respect of the Loan Obligations or deposited in the Letter of
Credit cash collateral account and, if all such Loan
Obligations have been paid in full and the amount of
outstanding Letters of Credit is less than the sum of the
amount in the cash collateral account and the Available RC
Commitment, then any excess shall be returned to Multicare (on
behalf of the Borrowers) or as otherwise required by
applicable law.
1.3 Amendments to Representations and Warranties to Reflect
the Granting of a Security Interest in the Additional Security. Section 5.1(d)
and (e) of the Current Credit Agreement are amended as follows:
(a) Section 5.1(d) is deleted in its entirety and replaced
with the following:
(d) Security. The Pledge Agreement creates
in favor of the Administrative Agent for the benefit of the
Secured Parties a legal, valid and enforceable Lien on all
right, title and interest of each Borrower in the Collateral
described therein, and the Administrative Agent has, for the
benefit of the Secured Parties, a fully perfected and
continuing first priority Lien on all of the right, title and
interest of each Borrower in the Collateral described in the
Pledge Agreement, subject to no Liens other than Permitted
Liens. The
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Security Agreement creates in favor of the Administrative
Agent for the benefit of the Secured Parties a legal, valid
and enforceable Lien on all right, title and interest of each
Borrower in the Additional Security described therein, and the
Administrative Agent has (or upon the filing of the UCC-1
financing statements and UCC-3 statements of amendment
delivered by the Borrowers pursuant to the Security Agreement,
will have) for the benefit of the Secured Parties, a fully
perfected and continuing first priority Lien on all of the
right, title, and interest of each Borrower in the Additional
Security described in the Security Agreement, subject to no
Liens other than Permitted Liens.
(b) The following language is hereby added to the end of
the first sentence of Section 5.1(e):
and Security Agreement and other than the recording of the
Mortgages which are being delivered and recorded pursuant to
the terms of Section 6.20 (Further Assurances) below and
except for (i) certain landlord waivers and other third party
consents relating to specific items of Additional Security
which waivers and consents not so obtained, in the aggregate,
are not material and (ii) those consents and waivers which
have been obtained and are in full force and effect.
(c) The second sentence of Section 5.1(e) is amended to
add the words "or security" after the word "guarantee" in the
second line thereof.
(d) The parenthetical phrase in clause (ii) of Section
5.1(e) is deleted in its entirety and replaced with the
following:
(except for any Lien in favor of the Administrative
Agent pursuant to the Pledge Agreement, the Security Agreement
and the Mortgages)
1.4 Amendment to Certain Transaction Documents. Section 5.1(x)
is amended to incorporate after the end of clause (ii) an additional clause
(iii) which shall read as follows:
and (iii) the Permitted Put/Call Amendment.
1.5 Representations and Warranties with Respect to Mortgaged
Property. Article 5 of the Current Credit Agreement is amended to incorporate
Section 5.1A which shall read as follows:
5.1A REPRESENTATIONS AND WARRANTIES WITH RESPECT TO
MORTGAGED PROPERTY
(a) Each Borrower represents and warrants to
each Lender Party, with respect to each Mortgaged Property
owned or leased by such Borrower, as follows:
(i) With respect to any owned
Mortgaged Property owned by a Borrower, such Borrower has good
and marketable title to the Mortgaged Property in fee simple
and has the absolute right to mortgage, grant
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and convey the Mortgaged Property to free of the interest of
any other Person except for any interest presently of record.
(ii) With respect to any leased
Mortgaged Property of a Borrower, such Borrower holds a valid
leasehold estate in the Mortgaged Property pursuant to a lease
that is in full force and effect as of the Amendment No. 4
Effective Date; that as of the Amendment No. 4 Effective Date
there exists no default nor any event which would, with the
passage of time or the giving of notice or both, constitute a
default under the lease; and that it has the absolute right to
mortgage, grant and convey the Mortgaged Property free of the
interest of any other Person except for any interest presently
of record;
(iii) No executive officer of any
Borrower has been notified, or has knowledge, of any
notification having been filed with regard to, a Release on,
into, about or beneath the Mortgaged Property for which such
Borrower may be held liable; and
(iv) No Borrower has received any
summons, citation, notice of violation, administrative order,
directive, letter or other written communication, from any
judicial or administrative body or governmental or
quasi-governmental authority concerning any intentional or
unintentional action or omission related to the generation,
storage, transportation, handling, transfer, disposal or
treatment of Environmental Concern Materials in violation of
any Environmental Law or related to any Release or threat of
Release of Environmental Concern Materials.
1.6 Monthly Financial Reports. A new paragraph (m) shall be
added to Section 6.1 of the Current Credit Agreement immediately following
paragraph (l) thereof as follows:
(m) Monthly Operating Reports. As soon as
practicable, and in any event within 30 days after the end of
each month, Multicare, on behalf of the Borrowers, shall
furnish to the Administrative Agent, the Issuer and each
Lender, the following operating data for the Borrowers: a
census, census mix, total accounts payable and accounts
receivable as of the end of such month, and net free cash flow
as of the end of such month, all of which shall be in form
acceptable to the Administrative Agent.
1.7 Insurance. Section 6.8 of the Current Credit Agreement is
deleted in its entirety and replaced with the following:
6.8 Insurance. (a) Each Borrower shall maintain with
financially sound and reputable insurers insurance with
respect to its properties and business and against such
liabilities, casualties and contingencies and of such types
and in such amounts as are customary in the case of Persons
engaged in the same or similar businesses or having similar
properties similarly situated, including insurance covering
its respective properties, buildings, machinery, equipment,
tools, furniture, fixtures and operations, and medical
malpractice, professional liability and public liability, as
well as "stop loss" and business
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interruption. The Borrowers shall (i) deliver to the
Administrative Agent the certificates evidencing such
insurance annually and at least thirty days prior to the
anniversary date of such insurance policies and any other time
requested by the Administrative Agent and (ii) have the
Administrative Agent named as additional insured and lender
loss payee, as appropriate, under each such policy. Without
limiting the generality of the foregoing, the Borrowers shall
keep all buildings and improvements now or hereafter erected
upon the Mortgaged Properties insured for the benefit of the
Administrative Agent against loss by fire and other casualties
and hazards required by the Administrative Agent, upon terms
and with insurance companies and in such amounts as shall
substantially cover any loss related to such properties.
(b) So long as no Event of Default has
occurred and is continuing, the Borrowers may settle all
casualty damage and other claims which do not exceed
(individually or combined with other related claims)
$5,000,000 consistent with past practice and reasonable
business judgment and may demand, receive and receipt for all
moneys becoming payable thereunder and under all condemnation
awards which do not exceed (individually or combined with
other related awards) $5,000,000. The Borrowers shall promptly
notify the Administrative Agent and/or the Administrative
Agent upon the occurrence of any condemnation, or threatened
condemnation, affecting the Mortgaged Property, or any
casualty damage or other claim, in each case if the amount
involved exceeds the $5,000,000 value referred to above or if
an Event of Default has occurred and is continuing (any such
claim or condemnation award being herein referred to as an
"Agent-Involved Claim"). No Borrower shall settle with any
insurance company or public entity or authority for any
Agent-Involved Claim without the Administrative Agent's prior
written approval thereof. The proceeds of any Agent-Involved
Claim shall be paid directly to the Administrative Agent, and
the Administrative Agent in its sole discretion may apply the
amount so collected, or any part thereof, toward the payment
of the Obligations, whether or not then due and payable, or
toward the alteration, reconstruction, repair or restoration
of the damaged and/or untaken portion, as the case may be, of
the Mortgaged Property or other Additional Security on such
terms and conditions as the Administrative Agent shall in its
sole discretion require.
1.8 Grant of Additional Security by Joining Subsidiary.
Section 6.10 is amended to add after the first sentence thereof the following
sentence which shall read as follows:
Each Borrower shall cause all other material assets and
property (other than Excluded Assets) to be pledged or
mortgaged to the Administrative Agent pursuant to the Security
Agreement and/or the Mortgages.
1.9 Affirmative Covenants with Respect to the Additional
Security. Article 6 of the Current Credit Agreement is amended to incorporate
Sections 6.19 and 6.20 which shall read as follows:
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6.19 MORTGAGED PREMISES AND OTHER ADDITIONAL
SECURITY.
(a) Payment of Obligations; Protection of
Liens. Each Borrower will pay all sums due and becoming due
under the Mortgages on the Mortgaged Properties, all such
payments to be made as and when due. Each Borrower shall
preserve, protect and defend the title, validity and priority
of the Mortgages on the Mortgaged Properties and the Liens on
the other Additional Security against all claims and demands
whatsoever, subject to Permitted Liens and dispositions
permitted under this Agreement.
(b) Taxes and Insurance Premiums. Subject to
the provisions of Section 6.9 (Payment of Taxes and Other
Charges), each Borrower shall pay, prior to the accrual of any
interest or penalty thereon, all taxes (including, without
limitation, all real estate taxes and corporate taxes), water
and sewer rents, charges, claims, assessments, liens and
encumbrances now or hereafter assessed with respect to the
Mortgaged Properties, and the premiums on all policies of
insurance held by the Borrowers pursuant to the provisions of
Section 6.8 (Insurance) above.
(c) Repair and Condition of Additional
Security. The Borrowers shall keep the Mortgaged Property and
improvements thereon and the other Additional Security in good
condition and repair, ordinary wear and tear excepted and
shall not remove, demolish or materially alter the buildings
or improvements on the Mortgaged Property (except to the
extent that, in the reasonable business judgment of the
Borrower that owns or leases the applicable property, such
demolition, removal or alteration is in the best interest of
such Borrower and not adverse to the interests of the Secured
Parties taken as a whole), nor commit or suffer waste with
respect thereto. The Borrowers shall materially comply with
all laws, rules, regulations and ordinances made or
promulgated by lawful authority which may now or hereafter
become applicable to the Mortgaged Property or other
Additional Security, and the Borrowers shall prohibit any use
of the Mortgaged Property which would permit the confiscation
or seizure thereof. The Borrowers shall permit the
Administrative Agent at any reasonable time and from time to
time to enter upon the Mortgaged Property and the buildings
and improvements thereon erected for the purpose of inspecting
and appraising the same, and shall make restorations and
replacements reasonably required by the Administrative Agent.
The Borrowers shall not take or permit any action with respect
to the Mortgaged Property or other Additional Security which
will in any manner impair the security of the Mortgage on the
Mortgaged Property or the Lien on the other Additional
Security.
(d) Administrative Agent's Right to Cure. In
the event of the failure of any Borrower to pay the taxes and
other charges set forth in Section 6.19(b) (Taxes and
Insurance Premiums), or to furnish and pay for the insurance
as set forth in Section 6.8 (Insurance), or to keep the
Mortgaged Property in good condition and repair as provided in
subsection 6.19(c) (Repair and Condition of Mortgaged
Property), the Administrative Agent may, at its
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option, but without any obligation to do so, pay any or all
such items, together with penalties and interest thereon, and
procure and pay for such insurance and repairs; and any such
Agent may at any time and from time to time advance such
additional sum or sums as such Agent in its sole discretion
may deem necessary to protect the security of the Mortgage on
the Mortgaged Property. All such sums so paid or advanced by
the Administrative Agent shall immediately and without demand
be repaid by the Borrowers, together with interest thereon at
the Default Rate, and shall be added to the principal
indebtedness secured by the Mortgage on the Mortgaged
Property. The production of a receipt by the Administrative
Agent shall be conclusive proof of a payment or advance
authorized hereby, and the amount and validity thereof.
(e) Obligations under Leases. Each Borrower
who is a tenant or subtenant under a lease with respect to a
Mortgaged Property shall perform all of its obligations under
such lease and send to the Administrative Agent a copy of any
notice relating to default, termination or the like relating
to such lease within one (1) Business Day after receipt
thereof by such Borrower. The Administrative Agent is hereby
granted the right (but not the obligation) to cure any default
by any Borrower under a lease.
(f) Environmental Laws. Each Borrower
covenants and agrees with each Lender Party to comply (and to
cause all occupants of the Mortgaged Property to comply) in
all material respects with all Environmental Laws, and to give
prompt written notice to the Administrative Agent of any
violation or alleged violation of any Environmental Law with
respect to the Mortgaged Property. Without limiting any other
indemnification provision, each Borrower will indemnify and
defend each Lender Party and hold each Lender Party harmless
from any loss, liability, damage, claim, action or cause of
action, including, without limitation, court costs and
attorney's fees, consultants' fees and any costs associated
with any Remedial Action, arising from any violation or
alleged violation of any Environmental Law with respect to the
Mortgaged Property owned or leased by such Borrower, which
undertaking shall not be subject to any limitation on such
Borrower's liability as may be contained in any Loan Document,
and which shall survive repayment of the Loan Obligations
and/or the foreclosure of the Mortgage on the applicable
Mortgaged Property.
6.20 FURTHER ASSURANCES.
(a) The Borrowers shall continue to use
commercially reasonable efforts to provide additional
Mortgages (including leasehold mortgages) on all real property
owned or leased by the Borrowers other than the Excluded
Assets provided, however, at a minimum, the Borrowers shall
cause,
(i) at least 61 Mortgages on owned
or leased property to be delivered
to the Administrative Agent in form
and substance (with all exhibits)
ready for recording on or before
9/30/99 (which number of properties
shall include those recorded on or
before the Amendment No. 4
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Effective Date) together with such
title reports and flood
certifications as the Administrative
Agent may reasonably request; and
(ii) at least 68 Mortgages on owned
or leased property to be delivered
to the Administrative Agent in form
and substance (with all exhibits)
ready for recording on or before
10/31/99 (which number of properties
shall include those recorded on or
before 9/30/99) together with such
title reports and flood
certifications as the Administrative
Agent may reasonably request.
(b) Each of the Borrowers agrees that it
shall execute and deliver such documents and statements as the
Administrative Agent may reasonably request and shall take any
other action that may be required to perfect, protect or
extend the Lien or priority of the Mortgage on the Mortgaged
Property and the Lien or priority on the other Additional
Security. In addition, each of the Borrowers agrees that it
will take such other action as the Administrative Agent may
reasonably request to carry out the purposes of this
Agreement.
1.10 Fixed Charge Coverage Ratio. The covenant set forth in
Section 7.1(a) of the Current Credit Agreement is amended to replace the table
set forth therein with the following table:
Period Ratio
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7/1/99 through 3/30/00 1.10
3/31/00 through 9/29/00 1.15
9/30/00 through 9/29/02 1.20
9/30/02 and thereafter 1.25
1.11 Consolidated Net Worth. The first clause of Section
7.1(b) of the Current Credit Agreement is amended to read as follows:
(b) Consolidated Net Worth. The Consolidated
Net Worth of Multicare and its Restricted Subsidiaries at any
date of determination after the Amendment No. 4 Effective Date
shall be not less than the sum of:
(i) Six Hundred Five Million Dollars
($605,000,000.00)
plus
(ii) an amount equal to the sum of:
(A) an amount equal to the net
proceeds of all equity offerings of Surety
on a cumulative basis commencing on the
Amendment No. 4 Effective Date through such
date of determination, plus
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(B) 75% of the cumulative amount of
Net Income (which shall not be reduced by
the amount of any net loss for any fiscal
quarter) of Multicare and its Restricted
Subsidiaries, on a consolidated basis, for
the period commencing on the first day of
the fiscal quarter in which the Amendment
No. 4 Effective Date occurs through the last
day of the fiscal quarter ending on, or most
recently prior to, such date of
determination, plus
(C) any reduction in the amount of
debt of Multicare and its Restricted
Subsidiaries as a result of the conversion
of convertible debt securities into equity
(excluding Multicare's Convertible
Subordinated 7% Debentures).
1.12 Adjusted Total Debt/Cash Flow Ratio. The covenant set
forth in Section 7.1(c) of the Current Credit Agreement is amended to replace
the table set forth therein with the following table:
Period Ratio
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4/1/99 through 6/30/99 10.50
7/1/99 through 12/30/99 11.15
12/31/99 through 3/30/00 10.50
3/31/00 through 12/30/00 9.10
12/31/00 through 9/29/01 8.85
9/30/01 through 9/29/02 8.50
9/30/02 through 9/29/03 7.75
9/30/03 through 9/29/04 6.75
9/30/04 and thereafter 6.00
1.13 Adjusted Senior Debt/Cash Flow Ratio. The covenant set
forth in Section 7.1(d) of the Current Credit Agreement is amended to replace
the table set forth therein with the following table:
Period Ratio
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4/1/99 through 6/30/99 7.50
7/1/99 through 12/30/99 8.10
12/31/99 through 3/30/00 7.50
3/31/00 through 12/30/00 6.15
12/31/00 through 9/29/01 6.00
9/30/01 through 9/29/02 5.50
9/30/02 through 9/29/03 5.00
9/30/03 through 9/29/04 4.25
9/30/04 and thereafter 4.00
1.14 Calculation of Financial Covenants. Section 7.2 of the
Current Credit Agreement is deleted in its entirety and replaced with the
following:
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7.2 CALCULATION OF FINANCIAL COVENANTS. (a) The
financial covenants set forth in this Article 7 shall be
maintained continuously and shall be tested at the end of each
fiscal quarter (based on the financial information delivered
pursuant to Section 6.1 (Reporting Requirements) above) and at
such other times as may be required by the terms of this
Agreement.
(b) Following the effective date of any
Acquisition that is effected by Multicare or any of its
Restricted Subsidiaries and that is permitted under Section
8.4 (Acquisitions, Etc.) below, the financial covenants set
forth in this Article 7 shall be computed on a pro forma basis
as if the effective date of such Acquisition had been the
first day of the earliest of the four fiscal quarters ended
on, or most recently prior to, such actual date of the
Acquisition. For purposes of such computation, the Borrowers
may elect to make pro forma income statement adjustments at
the time of the effective date of such Acquisition under the
following circumstances: (i) adjustments to reflect the
elimination of that portion of salary and employee benefit
expenses that will no longer be incurred after the
Acquisition, to the extent demonstrated by Multicare to the
satisfaction of the Administrative Agent, and (ii) adjustments
to reflect any other savings in expenses which will be
realized by such Person so acquired as a consequence of such
Acquisition, to the extent demonstrated by Multicare to the
satisfaction of the Administrative Agent. Following the
effective date of any disposition that is effected by
Multicare or any of its Restricted Subsidiaries and that is
permitted under Section 8.5 (Dispositions) below, the
financial covenants set forth in this Article 7 shall be
computed on a pro forma basis as if the effective date of such
disposition had been the first day of the earliest of the four
fiscal quarters ended on, or most recently prior to, such
actual date of disposition. Unless otherwise agreed to by the
Required Lenders, the financial condition and results of
operations of the Excluded Subsidiaries shall not be combined
with those of the Borrowers for purposes of calculating the
financial covenants set forth in this Article 7.
(c) For purposes of determining the Fixed
Charge Coverage Ratio, the Adjusted Total Debt/Cash Flow Ratio
and the Adjusted Senior Debt/Cash Flow Ratio, the amount of
Cash Flow, Interest Expense, income taxes, Rental Expenses and
principal payments required to be made on Total Funded
Indebtedness (and each component of the foregoing):
(i) will be calculated as the
product of two (2) times the two most
recently completed fiscal quarters for the
reporting periods beginning with the quarter
ended 6/30/99 and thereafter through and
including the quarter ending 9/30/00;
(ii) will be calculated as the
product of four-thirds (4/3) times the three
most recently completed fiscal quarters for
the reporting periods ending 12/31/00 and
3/31/01; and
(iii) will be calculated on a
rolling four quarter basis for each quarter
ended prior to 6/30/99 and from and after
6/30/01.
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<PAGE>
1.15 Pledge of Assets of Subsidiaries. Section 8.6 of the
Current Credit Agreement is amended to add the following after the words
"pursuant to the Pledge Agreement" in the proviso:
and their material assets shall be pledged to the
Administrative Agent pursuant to the Security Agreement and
the Mortgages
1.16 Permitted Put/Call Amendment. Section 8.11(b) of the
Current Credit Agreement is amended to incorporate the following at the end
thereof:
and except for the Permitted Put/Call Amendment.
1.17 Avoidance of Other Conflicts. Section 8.14 of the Current
Credit Agreement is amended to add the following prior to the word "conflict" in
the second line thereof:
enter into agreements which
1.18 Management Fee. Effective on the later to occur of the
following two conditions (a) the date the Permitted Put/Call Amendment is
effective and (b) the date Genesis receives an aggregate amount equal to Fifty
Million Dollars ($50,000,000) in cash for the sale of common stock on
substantially the terms set forth in the Sponsor Letter of Intent, Section 8.16
of the Current Credit Agreement shall be deleted in its entirety and replaced
with the following:
8.16 MANAGEMENT FEE. The Borrowers shall not pay
management fees under the Multicare Management Agreement in
any fiscal year (including the payment in such year of accrued
management fees in accordance with the third sentence of this
Section 8.16) in excess of 6% of the consolidated net revenue
of the Borrowers, provided however that, to the extent such
management fees in any fiscal year (including the payment in
such year of accrued management fees in accordance with the
third sentence of this Section 8.16) would exceed 4% of the
consolidated net revenue of the Borrowers, such excess amount
shall be payable only to the extent that, both before and
after giving effect to such payment, (i) there exists no Event
of Default or Default, (ii) Borrower's Fixed Charge Coverage
Ratio shall be not less than 1.4 for the two most recent
completed fiscal quarters of the Borrowers, and (iii) the
Adjusted Total Debt/Cash Flow Ratio for the two most recently
completed fiscal quarters of the Borrowers shall be less than
4.00. Such management fees may be accrued but not paid except
that the Borrowers may not accrue more than 4% (on an
annualized basis) of the management fees due under the
Multicare Management Agreement in any fiscal year. Management
Fees accrued in accordance with the foregoing sentence may be
paid in accordance with the first sentence of this Section
8.16 to the extent they do not exceed in any fiscal year 4% of
the consolidated net revenue of the Borrowers. All such
management fees shall be subordinated to the obligations of
the Borrowers hereunder in accordance with the terms contained
in the Multicare Management Subordination Agreement as in
effect on the date hereof. No Borrower shall agree, or permit
Surety to agree, with any Person (other than the Lender
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<PAGE>
Parties) to withhold, defer or change the amount or timing of
payments under the Multicare Management Agreement.
Until the two conditions set forth in this Section 1.18 occur, the provisions of
Section 8.16 of the Current Credit Agreement (prior to giving effect to this
Amendment No. 4) shall remain in effect.
1.19 Events of Default for Covenant Defaults. Section 9.1(c)
is deleted in its entirety and replaced with the following:
(c) Covenant Defaults.
(i) There shall occur a default in the due
performance or observance of any term, covenant or agreement
to be performed or observed pursuant to any of Sections
6.1(f)(ii), 6.2, 6.3, 6.7, 6.10, 6.11, 6.14 or 6.17 or any
Section in Article 7 or Article 8.
(ii) The Borrowers shall fail to deliver any
certificates, statements or reports required to be delivered
in accordance with Sections 6.1(a), (b) or (c) and such
default shall continue unremedied for fourteen (14) days.
(iii) There shall occur any default in the due
performance or observance of any term, covenant or agreement
to be performed or observed pursuant to the provisions of this
Agreement (other than as provided in paragraph (a) or
paragraph (b) above or subparagraphs (i) or (ii) of this
paragraph (c)) and, if capable of being remedied, such default
shall continue unremedied for thirty (30) days after any
Borrower becomes aware, or should in the exercise of
reasonable diligence have become aware, of such default.
1.20 Events of Default for Failure Related to Security
Interests Generally. Section 9.1(h) is amended to incorporate the following
language at the end thereof:
Without limiting the generality of the foregoing, (a) subject
to the provisions of Section 6.20 (Further Assurances) above,
the Administrative Agent ceases to have a first-priority
perfected security interest in the material assets of the
Borrowers (other than the Excluded Assets) subject only to
Permitted Liens and permitted dispositions or (b) after a Cash
Management Notice is given (as such term is defined in the
Security Agreement) pursuant to the Security Agreement, the
Borrowers shall permit funds to be deposited in a deposit
account other than as permitted in the Security Agreement or
shall allow any Person other than the Borrowers and the
Administrative Agent to have dominion and control over any
Restricted Assignment Lockbox Account (as such term is defined
in the Security Agreement) or any time after a Cash Management
Notice is given pursuant to the Security Agreement requiring
the same, the Borrowers fail to keep sweep authorizations and
required tri-party agreements in place.
1.21 Events of Default for Failure Related to Security
Interests in Subsidiaries. Section 9.1(l) is deleted in its entirety and
replaced with the following:
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<PAGE>
(l) Subsidiaries as Loan Parties. Any direct
or indirect Subsidiary of Multicare, other than Excluded
Subsidiaries, shall fail to be, or shall cease to be, or fail
to become, a Borrower hereunder; or the equity of any such
Person owned by any Borrower shall cease to be, or fail to be,
pledged under the Pledge Agreement; or, subject to the
provisions of Section 6.20 (Further Assurances) above, the
material assets (other than Excluded Assets) of any Borrower
shall cease to be pledged to the Administrative Agent pursuant
to the Security Agreement and/or the Mortgages.
1.22 [Intentionally omitted]
1.23 Administrative Agent's Duties. Section 10.2(d) is amended
to incorporate the following language at the end thereof:
or could impose any liability on the Administrative Agent.
1.24 Joinder of Affiliates As Parties to Qualified Interest
Rate Hedging Agreements. Section 10.14 of the Current Credit Agreement is
deleted in its entirety and replaced with the following:
10.14 JOINDER OF AFFILIATES AS PARTIES TO QUALIFYING
INTEREST RATE HEDGING AGREEMENTS; APPOINTMENT OF AGENT. Any
Affiliate of a Lender Party that now or hereafter is a party
to an Interest Rate Hedging Agreement entered into with any
Borrower or Borrowers pursuant to the terms of this Agreement
may become a secured party under the Pledge Agreement and a
secured party under the Security Agreement and the Mortgages
(and the Interest Rate Hedging Agreement shall thereby become
a Qualifying Interest Rate Hedging Agreement secured by the
Collateral under the Pledge Agreement and the Additional
Security under the Security Agreement and the Mortgages) if
(i) the Administrative Agent consents in writing to such
Person becoming a secured party (such consent not to be
unreasonably withheld) and (ii) such Affiliate signs a Joinder
to this Agreement agreeing to the terms hereof. By signing a
Joinder to this Agreement in form and substance satisfactory
to the Administrative Agent, each such Affiliate shall be
deemed to be a "Lender" and a "Lender Party" for purposes of
this Article 10 (but shall not be included as a Required
Lender for voting or other purposes) and shall be deemed to
have appointed the Administrative Agent as its agent for the
purposes set forth in the Loan Documents and to have agreed to
the exculpation and indemnification provisions set forth in
such Loan Documents relative to such agent. Without limiting
the generality of the foregoing, (a) the Administrative Agent
is authorized and directed to accept any and all payments
under the Loan Documents (including, without limitation, the
Pledge Agreement, Security Agreement and Mortgages) on behalf
of, among others, such Affiliate and to make payments to,
among others, such Affiliate in accordance with the provisions
of the Loan Documents and (b) such Affiliate understands that
any Qualifying Interest Rate Hedging Agreement shall be
secured pari passu with the Loans and other Obligations for so
long as the Obligations under the Credit Agreement remain
outstanding and so secured, but that such Affiliate is not
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<PAGE>
entitled to voting or other rights under this Agreement and
the other Loan Documents.
1.25 Adjusted Senior Debt/Cash Flow Ratio. The definition of
"Adjusted Senior Debt/Cash Flow Ratio" in Section 11.1 of the Current Credit
Agreement is deleted in its entirety and replaced with the following:
"Adjusted Senior Debt/Cash Flow Ratio" means as of any
date of determination:
(a) Adjusted Senior Debt as of such date of
determination
divided by
(b) Cash Flow of Multicare and its
Restricted Subsidiaries, on a consolidated basis.
1.26 Adjusted Total Debt/Cash Flow Ratio. The definition of
"Adjusted Total Debt/Cash Flow Ratio" in Section 11.1 of the Current Credit
Agreement is deleted in its entirety and replaced with the following:
"Adjusted Total Debt/Cash Flow Ratio" means as of any
date of determination:
(a) Adjusted Total Debt as of such date of
determination
divided by
(b) Cash Flow of Multicare and its
Restricted Subsidiaries, on a consolidated basis.
1.27 Definition of Agents. The definition of Agents is deleted
in its entirety and replaced with the following:
"Agents" means collectively the Administrative Agent,
Citicorp USA, Inc. as Syndication Agent, First Union National
Bank as Documentation Agent and Bank of America, N.A. (as
successor to NationsBank, N.A. and Bank of America NT&SA) as
Syndication Agent.
1.28 Applicable Margin Definition. Subsection (a), (b) and (c)
of the definition of Applicable Margin are deleted in their entirety and
replaced with the following:
(a) For any RC Loans or Tranche A Term
Loans, the Applicable Margin shall be the percentage amount
set forth below under the caption "Applicable Margin for RC
Loans and Tranche A Term Loans" opposite the relevant Adjusted
Total Debt/Cash Flow Ratio:
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<PAGE>
<TABLE>
<CAPTION>
Adjusted Total Applicable Margin for RC Loans
Debt/Cash Flow Ratio and Tranche A Term Loans
-------------------- ------------------------
Prime Rate Loans LIBO Rate Loans
---------------- ---------------
<S> <C> <C> <C>
below 3.0 0 1.00%
> 3.0 < 3.5 0 1.25%
-
> 3.5 < 4.0 0 1.50%
-
> 4.0 < 4.5 0 1.75%
-
> 4.5 < 5.0 0 2.00%
-
> 5.0 < 5.5 .25% 2.25%
-
> 5.5 < 6.0 .50% 2.50%
-
> 6.0 < 6.5 .75% 2.75%
-
> 6.5 < 7.0 .75% 3.00%
-
> 7.0 < 7.5 .75% 3.25%
-
> 7.5 < 8.0 1.75% 3.50%
-
> 8.0 2.00% 3.75%
-
</TABLE>
(b) For any Tranche B Term Loan, the
Applicable Margin at all times after the Amendment No. 4
Effective Date for LIBO Rate Loans shall be 4.00%, provided,
however, that any time that the Adjusted Total Debt/Cash Flow
Ratio is less than 4.5 to 1.0, the Applicable Margin for
Tranche B Term Loans shall be 3.25%. For any Tranche B Term
Loan, the Applicable Margin at all times after the Amendment
No. 4 Effective Date for Prime Rate Loans shall be 2.25%
provided, however, that at any time that the Adjusted Total
Debt/Cash Flow Ratio is less than 4.5 to 1.0, the Applicable
Margin for Tranche B Loans which are Prime Rate Loans shall be
1.50%.
(c) For any Tranche C Term Loan, the
Applicable Margin at all times after the Amendment No. 4
Effective Date for LIBO Rate Loans shall be 4.25%, provided,
however, that any time that the Adjusted Total Debt/Cash Flow
Ratio is less than 4.5 to 1.0, the Applicable Margin for
Tranche C Term Loans shall be 3.50%. For any Tranche C Term
Loan, the Applicable Margin at all times after the Amendment
No. 4 Effective Date for Prime Rate Loans shall be 2.50%
provided, however, that at any time that the Adjusted Total
Debt/Cash Flow Ratio is less than 4.5 to 1.0, the Applicable
Margin for Tranche C Loans which are Prime Rate Loans shall be
1.75%.
1.29 Cash Flow Definition. The definition of "Cash Flow" in
Section 11.1 of the Current Credit Agreement is amended by adding the following
clause after the words "Multicare Management Agreement":
(provided that such management fees are actually accrued
during such period in accordance with Section 8.16 hereof)
1.30 Change of Control Definition. The definition of "Change
of Control" in Section 11.1 of the Current Credit Agreement is amended to delete
subsection (b) thereof in its entirety and replace it with the following:
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<PAGE>
(b) TPG, Cypress, Nazem and Genesis,
collectively, shall cease to own beneficially and of record at
least 51% of the shares of each class of capital stock of
Surety (and all rights and options to purchase such shares of
capital stock) subject to no Liens, provided however that,
after the effective date of the Permitted Put/Call Amendment,
TPG, Cypress, Nazem, Permitted Transferees and Genesis,
collectively, shall cease to own beneficially and of record at
least 51% of the shares of each class of capital stock of
Surety (and all rights and options to purchase such shares of
capital stock) subject to no Liens;
1.31 Fixed Charge Coverage Ratio Definition. The definition of
"Fixed Charge Coverage Ratio" in Section 11.1 of the Current Credit Agreement is
deleted in its entirety and replaced with the following:
"Fixed Charge Coverage Ratio" means, as of any date of
determination, the result of:
(a) Cash Flow of Multicare and its
Restricted Subsidiaries, on a consolidated basis.
divided by
(b) the sum of (i) Interest Expense, income
taxes and Rental Expense of Multicare and its Restricted
Subsidiaries, on a consolidated basis, and (without
duplication) (ii) principal payments scheduled or required to
be made on Total Funded Indebtedness.
Notwithstanding the foregoing, for calculations of the Fixed
Charge Coverage Ratio with respect to the period commencing
October 1, 1998 and ending December 30, 2000, there shall not
be added to the denominator principal payments scheduled or
required to be made on Total Funded Indebtedness. For
calculations made with respect to any period ending after
December 30, 2000, the calculation shall be made without
regard to the adjustment set forth in the preceding sentence.
1.32 Definition of Loan Documents. The definition of "Loan
Documents in Section 11.1 of the Current Credit Agreement is amended by
inserting after the phrase "the Pledge Agreement," the following:
the Security Agreement, the Mortgages,
1.33 Put/Call Agreement Definition. The definition of
"Put/Call Agreement" in Section 11.1 of the Current Credit Agreement is deleted
in its entirety and replaced with the following:
"Put/Call Agreement" means the Put/Call Agreement
dated as of October 9, 1997 among Genesis, TPG and Cypress as
the same may be amended consistent with Section 8.11
(Limitation on Modification of Certain Documents) above.
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<PAGE>
1.34 New Definitions. Section 11.1 of the Current Credit
Agreement is amended by adding the following new definition in their correct
alphabetical location:
"Additional Security" means all of the property and
assets subject to the Mortgages and/or the Security Agreement,
from time to time.
"Agent-Involved Claim" has the meaning ascribed to
such term in Section 6.8 hereof.
"Amendment No. 4" means that certain Amendment No. 4
and Waiver to Credit Agreement among the Borrowers and the
Lender Parties dated as of August 20, 1999.
"Amendment No. 4 Effective Date" means the date that
Amendment No. 4 to this Agreement becomes effective as more
particularly set forth in said Amendment No. 4 hereto.
"Consolidated Net Worth" shall mean the total amount
of stockholders equity of Multicare and its Restricted
Subsidiaries, on a consolidated basis, provided that
Consolidated Net Worth shall not be reduced by the non-cash
charges resulting from asset impairment and the write-off of
good will.
"Excluded Assets" are (a) those assets listed on
Schedule 11.1- Part A attached hereto, (b) any other assets
which the Required Lenders agree to include on Schedule 11.1-
Part A from time to time as additional Excluded Assets, so
long as the Required Lenders so agree prior to the date such
assets are acquired or created by the Borrowers and (c) those
assets designated as "Excluded Assets" pursuant to the terms
of this Agreement.
"Mortgaged Property" means any property, from time to
time, subject to any Mortgage.
"Mortgages" means the mortgages, deeds of trust and
other conveyance instruments and agreements granting a Lien on
real property of the Borrowers in favor of the Administrative
Agent from time to time, as such instruments and agreements
may be amended, restated, modified and/or supplemented from
time to time.
"Obligations" means Loan Obligations.
"Permitted Put/Call Amendment" means an amendment to
the Put/Call Agreement which
(a) is substantially on the terms described in the
Sponsor Letter of Intent;
(b) is substantially concurrent with, or subsequent
to, the receipt by Genesis of at least $50,000,000 in cash in
exchange for its common stock or warrants therefor;
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<PAGE>
(c) is accompanied by agreements insuring that at all
times during the period beginning on the date of the Permitted
Put/Call Amendment and ending on the date that Genesis
acquires 100% of the capital stock of Surety it shall, under
all circumstances, maintain control of the Board of Directors
of Multicare and of Surety; and
(d) would not cause a "Change of Control" as defined
in any indenture applicable to Multicare or cause any default
under such indenture.
"Permitted Transferee" means a transferee or assignee
of the shares of common stock in Surety held by TPG, Cypress
or Nazem who receives such common stock in connection with,
and substantially contemporaneously with the execution of, the
Permitted Put/Call Amendment
"Release" means a release, spill, emission, leaking,
pumping, emptying, escaping, injection, deposit, disposal,
discharge, dispersal, leaching or migration into the indoor or
outdoor environment or into or out of any property, including
the movement of Environmental Concern Materials through or in
the air, soil, surface water, groundwater or property.
"Remedial Action" means actions necessary to comply
with any Environmental Law with respect to (a) clean up,
removal, treatment or handling of Environmental Concern
Materials in the indoor or outdoor environment; (b) prevention
of Releases or threats of Releases or minimization of further
Releases of Environmental Concern Materials so they do not
migrate or endanger or threaten to endanger public or employee
health or safety or welfare or the indoor or outdoor
environment; or (c) performance of pre-remedial studies and
investigations and post-remedial monitoring and care.
"Security Agreement" has the meaning ascribed to that
term in Amendment No. 4.
"Sponsor Letter of Intent" means that certain Letter
of Intent, dated on or about August 2, 1999, among TPG,
Cypress, Nazem and Genesis.
"Transfer" has the meaning ascribed to such term in
Section 6.19 hereof.
1.35 Deletion of Certain Definitions. Section 11.1 of the
Current Credit Agreement is amended by deleting the following definitions:
"Swing Line Lender"
"Swing Line Loan"
1.36 Amendments; Waivers. Section 12.8 is deleted in its
entirety and replaced with the following:
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<PAGE>
12.8 Amendments; Waivers. Any term, covenant,
agreement or condition of any Loan Document to which the
Lenders (or the Administrative Agent) are party may be
amended, and any right under the Loan Documents may be waived,
if, but only if, such amendment or waiver is in writing and is
signed by the Required Lenders (or by the Administrative Agent
at the direction of the Required Lenders); provided, however,
if the rights and duties of the Administrative Agent are
affected thereby, such amendment or waiver must be executed by
the Administrative Agent; and provided, further, that any
amendment or waiver of the terms of Article 3 hereof or any
other amendment or waiver that relates to Letters of Credit or
rights or obligations relating thereto or the rights or
obligations of the Issuer must also be executed by the Issuer
(and any amendments to any Letter of Credit, itself, need only
be approved by the Borrowers and the Issuer); and provided,
further, that no such amendment or waiver shall be effective
unless in writing and signed by each Lender referred to below,
if it would
(a) increase such Lender's Commitment or the
outstanding amount of such Lender's Loans or Letters of Credit
Participations, or
(b) extend the maturity of any Loan held by
such Lender, or the time of any scheduled principal payment of
any Loan of such Lender;
(c) decrease the rate of interest or amount
of fees due to such Lender or decrease the principal amount in
respect of any Loan of such Lender or extend the time of
payment of interest or fees due to such Lender, provided that
the written consent of the Required Lenders, rather than the
consent of all Lenders, shall be sufficient to waive
imposition of the Default Rate,
(d) reduce or waive any payment owing to
such Lender in respect to any unreimbursed Drawings; or
(e) change the number of Lenders which are
required to consent to any proposed action under this
Agreement before such action may be taken under this Agreement
if such change could cause such Lender to lose its right to
participate in such consent;
and provided, further, that no such amendment or waiver shall
be effective unless in writing and signed by all the Lenders
if it would
(i) amend the definition of
"Required Lenders" or
(ii) release any Borrower of its
Obligations or release any guaranty or collateral security
granted pursuant to the Loan Documents;
provided, however, the Administrative Agent shall, without the
consent of any Person, release any Borrower, guarantor or
collateral security granted pursuant to the Loan Documents,
(A) as a court of competent jurisdiction may direct, or
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<PAGE>
(B) in connection with a disposition permitted under Section
8.5 above (other than a disposition to another Borrower) or as
may be otherwise provided under the Loan Documents and
provided, further, that for purposes of determining whether"
all Lenders", "the Required Lenders" or "any Lender" has
consented to any amendment or waiver, no effect shall be given
to the determination of any Lender who has lost its right to
vote pursuant to Sections 1.3(c), 1.3(e)(ii), or 1.6(e) and
provided, further, any amendment to cash collateral or cash
management documents that may be entered into may be amended
by the Administrative Agent without the Required Lenders.
Without limiting the generality of the foregoing, the
Administrative Agent is authorized and directed to take such
action as it deems necessary or desirable (including, without
limitation, the execution and filing of UCC-3 termination
statements or the giving of direction to another Person to do
the same) to release any security interest referred to in the
proviso to this clause (ii).
Further, the Administrative Agent and the Lenders may amend or
modify the provisions of Article 10 hereof (except for Section
10.9 (Successor Administrative Agent) and paragraph (b) of
Section 10.12 (Other Agents) and Article 10A hereof) without
the need for any consent or approval from the Borrowers, it
being acknowledged that the Borrowers are not third party
beneficiaries of the provisions of said Article 10 (except for
Section 10.9 (Successor Administrative Agent) and paragraph
(b) of Section 10.12 (Successor Agent)) and (y) without the
consent of any Lenders, the Administrative Agent may enter
into amendments and modifications to this Agreement and the
other Loan Documents as necessary or desirable to cure any
ambiguities herein or therein or to add additional Borrowers
or add additional Collateral. Reference is made to Article 10A
of the Genesis Credit Agreement which affects the right of the
parties hereto to amend certain provisions set forth in
Section 12.9 below without the consent of certain Lenders
party thereto; accordingly, when amending Section 12.9 below,
consideration shall be given to the provisions of said Section
10A of the Genesis Credit Agreement.
1.37 Consents to Assignments. The eighth line of Section
12.9(c) is amended by changing "consent" to "consents" both places it appears.
1.38 Incorporation of Terms. The terms of this Amendment No. 4
and Schedule 11.1 attached hereto are hereby incorporated into the Credit
Agreement as if fully set forth therein.
2. Representations and Warranties. In order to induce the Lenders, the
Issuer and the Agents to agree to amend the Current Credit Agreement, each of
the Borrowers, jointly and severally, makes the following representations and
warranties, which shall survive the execution and delivery of this Amendment
No. 4.
2.1 The execution, delivery and performance of this Amendment
No. 4 does not require any consent of, notice to, or filing with any
governmental entity or any other third party, does not violate the terms of any
agreement or instrument binding on any Borrower
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<PAGE>
(including, without limitation, the constituent documents of such Borrower) or
violate any Law applicable to such Borrower. On and after the Amendment No. 4
Effective Date, the Current Credit Agreement as amended by the amendments
hereunder to be effective on the Amendment No. 4 Effective Date, shall be the
legal, valid and binding obligation of each Borrower enforceable against such
Borrower in accordance with its terms.
2.2 No Default or Event of Default has occurred and is
continuing, after giving effect to the amendments contained herein.
2.3 Each of the representations and warranties set forth in
the Credit Agreement is true and correct in all material respects both before
and after giving effect to the amendments and transactions contemplated hereby
as though each such representation and warranty were made at and as of the date
hereof and as of the Amendment No. 4 Effective Date.
3. Amendment No. 4 Effective Date. The amendments set forth in Section
1 (Amendments to Current Credit Agreement on Amendment No. 4 Effective Date)
above shall be effective on the date (the "Amendment No. 4 Effective Date") that
each of the following conditions is satisfied (provided however that, the Lender
Parties shall have no obligation to enter into this Amendment No. 4 and this
Amendment No. 4 shall not become effective unless the conditions set forth
herein are satisfied on or prior to August 31, 1999):
3.1 Secretary's Certificates. The Borrowers shall have
delivered, or caused to be delivered, a certificate of the Secretary or an
Assistant Secretary (or general partner, as applicable) of each of the
Borrowers, with specimen signatures of the authorized signatories to the Loan
Documents, and to which shall be attached copies of the following, as
applicable: articles or certificates of incorporation, bylaws, partnership
agreements, resolutions and shareholder agreements provided, however, if any
such articles, by-laws or partnership agreements of Subsidiaries were delivered
to the Administrative Agent since October 14, 1997 and if there have been no
changes to such documents, additional copies need not be delivered pursuant to
this Section 3.2 so long as the certifying officer signs a statement to such
effect in the applicable Secretary's Certificate.
3.2 Good Standing Certificates. The Borrowers shall have
delivered, or caused to be delivered, a good standing or subsistence
certificate, as the case may be, issued as of a recent date with respect to each
Borrower (and corporate general partner of Borrowers that are partnerships),
issued by the Secretary of State or other appropriate official of its
jurisdiction of formation and also each jurisdiction where it is required to
qualify to do business and, if any such certificate is dated more than
twenty-one (21) days prior to the Closing Date, a confirmation (which may be
provided by a reputable corporate service) of the information in such
certificate.
3.3 Lien Searches. The Borrowers shall have delivered to the
Administrative Agent Uniform Commercial Code, tax, and judgment lien searches of
the Borrowers, in such form, as of such date and with such content as are
acceptable to the Administrative Agent.
-22-
<PAGE>
3.4 Execution of Amendment No. 4. Each of the Borrowers and
the Required Lenders shall have executed this Amendment No. 4 and the Surety
shall have executed the acknowledgement set forth below.
3.5 Opinions of Counsel.
(a) The Borrowers shall have delivered favorable opinions
of counsel, dated as of the Amendment No. 4 Effective Date,
from Blank Rome Comisky & McCauley, counsel to the Borrowers,
as to the absence of conflicts with other financing agreements
and other material agreements of the Borrowers, the perfection
of security interests under the Security Documents, the due
organization of the Borrowers, the due authorization of the
transactions referred to herein, the enforceability of the
Loan Documents and such other matters as the Agents may
reasonably request, in form and substance satisfactory to the
Agents.
(b) The Borrowers shall have delivered such local counsel
opinions as the Administrative Agent may request, in form and
substance satisfactory to the Administrative Agent.
3.6 Consents and Approvals. The Borrowers shall have delivered
all material corporate, governmental, judicial and third party consents and
approvals necessary in connection with this Agreement and the other Loan
Documents provided, however that the Borrowers shall only be required to use
commercially reasonable efforts to produce landlord consents and other third
party consents to specific items of Additional Security.
3.7 Sponsor Letter of Intent and Related Matters. The
Borrowers shall have delivered to the Lenders a copy of the Sponsor Letter of
Intent executed by the Sponsors. In addition, the Borrowers shall have delivered
a written acknowledgement from Cypress and TPG stating that the terms of this
Amendment No. 4 and the related documents are acceptable to them within the
meaning of the Sponsor Letter of Intent.
3.8 Insurance. The Borrowers shall have delivered to the
Administrative Agent evidence of the insurance required by Section 6.8 of the
Agreement.
3.9 Fees and Expenses. The Borrowers shall have paid the fees
required to be paid to the Agents and the Lenders on or before the Amendment No.
4 Effective Date and the fees and disbursements of counsel for the
Administrative Agent in connection with the negotiation, preparation, execution
and delivery of this Amendment No. 4 and related transactions.
3.10 Security Agreement. The Borrowers shall have executed and
delivered a Security Agreement (as such agreement is amended, restated, modified
and/or supplemented from time to time, the "Security Agreement") in
substantially the form of Exhibit A hereto, together with such UCC-1 financing
statements and/or UCC-3 statements of amendment as are required thereby.
3.11 Mortgages. The Borrowers shall have executed and
delivered mortgages or other appropriate collateral conveyance documents for so
much of their real property
-23-
<PAGE>
(owned or leased) as they can provide using commercially reasonable efforts but,
in any event, for at least 14 owned properties, together with such title reports
and flood zone certifications as the Administrative Agent may reasonably
request.
3.12 Truth of Representation and Absence of Defaults. The
representations and warranties set forth in this Amendment No. 4, the Agreement
and the other Loan Documents shall be true and correct in all material respects
and there shall be no Default or Event of Default after giving effect to the
amendments and waivers set forth hereunder.
3.13 Other Information. The Borrowers shall have delivered
such other information as the Agents may reasonably request.
Also effective on the Amendment No. 4 Effective Date, the Lenders hereby waive
any Defaults or Events of Default existing under the Current Credit Agreement to
the extent (but only to the extent) that such Defaults or Events of Default
would not exist after giving effect to this Amendment No. 4. In addition, the
Lenders hereby waive any Default or Event of Default caused by the failure to
deliver financial statements and an Officer's Compliance Certificate by August
15, 1999 so long as such financial statements and Officer's Compliance
Certificate are delivered by August 23, 1999. The foregoing waivers are limited
to their express terms and do not imply any similar or future waivers.
4. Counterparts. This Amendment No. 4 may be executed in counterparts
and by different parties hereto in separate counterparts, each of which, when
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same instrument. A photocopied or
facsimile signature shall be deemed to be the functional equivalent of a
manually executed original for all purposes.
5. Ratification. The Current Credit Agreement, as amended by this
Amendment No. 4, and the other Loan Documents, are, and shall continue to be, in
full force and effect and are hereby in all respects confirmed, approved and
ratified.
6. Payment of Fees and Expenses. Without limiting other payment
obligations of the Borrowers set forth in the Loan Documents, the Borrowers
hereby, jointly and severally, agree to pay (a) all costs and expenses incurred
by the Administrative Agent in connection with the preparation, execution and
delivery of this Amendment No. 4 and any other documents or instruments which
may be delivered in connection herewith, including, without limitation, the
reasonable fees and expenses of its counsel, Drinker Biddle & Reath LLP, (b) a
fee to each Lender who signs and returns a signature page hereto no later than
5:00 p.m. on August 20, 1999 (or such other date and time as is mutually agreed
upon) in an amount equal to .25% of such Lender's total Commitment under the
Agreement, and (d) such other fees as Multicare has agreed to pay in connection
herewith.
7. Authorization to Agent. The Lenders hereby authorize the
Administrative Agent to take such action (including, without limitation, signing
amendments to Loan Documents) as shall be consistent with the purposes hereof
and as it shall deem necessary or appropriate to carry out the purposes of this
Amendment No. 4.
-24-
<PAGE>
8. Governing Law. This Amendment No. 4 shall be construed in accordance
with, and governed by, the laws of the Commonwealth of Pennsylvania, without
regard to choice of law principles.
9. References. From and after the Amendment No. 4 Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereof", "hereunder" or
words of like import, and all references to the Credit Agreement in any and all
Loan Documents, other agreements, instruments, documents, certificates and
writings of every kind and nature, shall be deemed to mean the Current Credit
Agreement as modified and amended by this Amendment No.4 and as the same may be
further amended, modified or supplemented in accordance with the terms thereof.
-25-
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Amendment No.4 to be
duly executed as of the date first above written.
BORROWERS:
THE MULTICARE COMPANIES, INC., a
Delaware corporation
By
------------------------------------
Name: Barbara J. Hauswald
Title: Treasurer
Address for notices:
101 East State Street
Kennett Square, PA 19348
Attention: Ira C. Gubernick, Vice President
Chairman's Office & Corporate
Secretary
Telephone: (610) 444-6350
Facsimile: (610) 444-3365
<PAGE>
ADS APPLE VALLEY LIMITED PARTNERSHIP, a Massachusetts limited partnership, by:
ADS Apple Valley, Inc. its General Partner
ADS DARTMOUTH GENERAL PARTNERSHIP, a Massachusetts general partnership, by ADS
Dartmouth ALF, Inc. and ADS Senior Housing, Inc., its General Partners
ADS HINGHAM LIMITED PARTNERSHIP, a Massachusetts limited partnership, by ADS
Hingham Nursing Facility, Inc., its General Partner
ADS RECUPERATIVE CENTER LIMITED PARTNERSHIP, a Massachusetts limited
partnership, by ADS Recuperative Center, Inc., its General Partner
CARE HAVEN ASSOCIATES LIMITED PARTNERSHIP, a West Virginia limited partnership,
by Glenmark Associates, Inc. and GMA Partnership Holding Company, Inc., its
General Partners
CUMBERLAND ASSOCIATES OF RHODE ISLAND, L.P., a Delaware limited partnership, by
Health Resources of Cumberland, Inc., its General Partner
GLENMARK PROPERTIES I, LIMITED PARTNERSHIP, a West Virginia limited partnership,
by Glenmark Associates, Inc. and GMA Partnership Holding Company, Inc., its
General Partners
GROTON ASSOCIATES OF CONNECTICUT, L.P., a Delaware limited partnership, by
Health Resources of Groton, Inc., its General Partner
MIDDLETOWN (RI) ASSOCIATES OF RHODE ISLAND, L.P., a Delaware limited
partnership, by Health Resources of Middletown (R.I.), Inc., its General Partner
POINT PLEASANT HAVEN LIMITED PARTNERSHIP, a West Virginia limited partnership,
by Glenmark Associates, Inc., its General Partner
RALEIGH MANOR LIMITED PARTNERSHIP, a West Virginia limited partnership, by
Glenmark Associates, Inc., its General Partner
ROMNEY HEALTH CARE CENTER LTD., LIMITED PARTNERSHIP, a West Virginia limited
partnership, by Glenmark Associates, Inc., its General Partner
SISTERVILLE HAVEN LIMITED PARTNERSHIP, a West Virginia limited partnership, by
Glenmark Associates, Inc., its General Partner
TEAYS VALLEY HAVEN LIMITED PARTNERSHIP, a West Virginia limited partnership, by
Glenmark Associates, Inc., its General Partner
THE STRAUS GROUP - HOPKINS HOUSE, L.P., a New Jersey limited partnership, by
Encare of Wyncote, Inc., its General Partner
THE STRAUS GROUP - QUAKERTOWN MANOR, L.P., a New Jersey limited partnership, by
Encare of Quakertown, Inc., its General Partner
WALLINGFORD ASSOCIATES OF CONNECTICUT, L.P., a Delaware limited partnership, by
Health Resources of Wallingford, Inc., its General Partner
-27-
<PAGE>
WARWICK ASSOCIATES OF
RHODE ISLAND, L.P., a Delaware limited
partnership, by Health Resources of Warwick,
Inc., its General Partner
By:
----------------------------------------
On behalf of each of the foregoing
General Partners by Barbara J. Hauswald,
Treasurer
<PAGE>
HOLLY MANOR ASSOCIATES OF NEW JERSEY, L.P., a Delaware limited partnership, by
Encare of Mendham, L.L.C., its General Partner, by Century Care Management,
Inc., its authorized manager
MERCERVILLE ASSOCIATES OF NEW JERSEY, L.P., a Delaware limited partnership, by
Breyut Convalescent Center, L.L.C., its General Partner, by Century Care
Management, Inc., its authorized manager
POMPTON ASSOCIATES, L.P., a New Jersey limited partnership, by Pompton Corp.,
L.L.C., its General Partner, by Century Care Management, Inc., its authorized
manager
THE STRAUS GROUP - OLD BRIDGE, L.P., a New Jersey limited partnership, by Health
Resources of Emery, L.L.C., its General Partner, by Century Care Management,
Inc., its authorized manager
THE STRAUS GROUP - RIDGEWOOD, L.P., a New Jersey limited partnership, by Health
Resources of Ridgewood, L.L.C., its General Partner, by Century Care Management,
Inc., its authorized manager
By:__________________________
On behalf of each of the foregoing
General Partners by Barbara J.
Hauswald as Treasurer of the
Authorized Manager
Address for notices:
101 East State Street
Kennett Square, PA 19348
Attention: Ira C. Gubernick, Vice President
Chairman's Office & Corporate
Secretary
Telephone: (610) 444-6350
Facsimile: (610) 444-3365
<PAGE>
ACADEMY NURSING HOME, INC., a Massachusetts corporation
ADS APPLE VALLEY, INC., a Massachusetts corporation
ADS CONSULTING, INC., a Massachusetts corporation
ADS DANVERS ALF, INC., a Delaware corporation
ADS DARTMOUTH ALF, INC., a Delaware corporation
ADS HINGHAM ALF, INC., a Delaware Corporation
ADS HINGHAM NURSING FACILITY, INC., a Massachusetts corporation
ADS HOME HEALTH, INC., a Delaware corporation
ADS MANAGEMENT, INC., a Massachusetts corporation
ADS/MULTICARE, INC., a Delaware corporation
ADS RECUPERATIVE CENTER, INC., a Massachusetts corporation
ADS SENIOR HOUSING, INC., a Massachusetts corporation
ADS VILLAGE MANOR, INC., a Massachusetts corporation
ANR, INC., a Delaware corporation
APPLEWOOD HEALTH RESOURCES, INC., a Delaware corporation
AUTOMATED PROFESSIONAL ACCOUNTS, INC., a West Virginia corporation
BERKS NURSING HOMES, INC., a Pennsylvania corporation
BETHEL HEALTH RESOURCES, INC., a Delaware corporation
BRIGHTWOOD PROPERTY, INC., a West Virginia corporation
CENTURY CARE CONSTRUCTION, INC., a New Jersey corporation
CENTURY CARE MANAGEMENT, INC., a Delaware corporation
CHATEAU VILLAGE HEALTH RESOURCES, INC., a Delaware corporation
CHG INVESTMENT CORP., INC., a Delaware corporation
CHNR-I, INC., a Delaware corporation
COLONIAL HALL HEALTH RESOURCES, INC., a Delaware corporation
COLONIAL HOUSE HEALTH RESOURCES, INC., a Delaware corporation
CONCORD HEALTH GROUP, INC., a Delaware corporation
CONCORD HOME HEALTH, INC., a Pennsylvania corporation
CONCORD REHAB, INC., a Pennsylvania corporation
CONCORD SERVICE CORPORATION, a Pennsylvania corporation
<PAGE>
CVNR, INC., a Delaware corporation
DELM NURSING, INC., a Pennsylvania corporation
ELMWOOD HEALTH RESOURCES, INC., a Delaware corporation
ENCARE OF PENNYPACK, INC., a Pennsylvania corporation
ENCARE OF QUAKERTOWN, INC., a Pennsylvania corporation
ENCARE OF WYNCOTE, INC., a Pennsylvania corporation
ENR, INC., a Delaware corporation
GLENMARK ASSOCIATES, INC., a West Virginia corporation
GMA - BRIGHTWOOD, INC., a West Virginia corporation
GMA CONSTRUCTION, INC., a West Virginia corporation
GMA - MADISON, INC., a West Virginia corporation
GMA PARTNERSHIP HOLDING COMPANY, INC., a West Virginia corporation
GMA - UNIONTOWN, INC., a Pennsylvania corporation
HEALTH RESOURCES OF BOARDMAN, INC., a Delaware corporation
HEALTH RESOURCES OF CEDAR GROVE, INC., a New Jersey corporation
HEALTH RESOURCES OF COLCHESTER, INC., a Connecticut corporation
HEALTH RESOURCES OF COLUMBUS, INC., a Delaware corporation
HEALTH RESOURCES OF CUMBERLAND, INC., a Delaware corporation
HEALTH RESOURCES OF EATONTOWN, INC., a New Jersey corporation
HEALTH RESOURCES OF FARMINGTON, INC., a Delaware corporation
HEALTH RESOURCES OF GARDNER, INC., a Delaware corporation
HEALTH RESOURCES OF GLASTONBURY, INC., a Connecticut corporation
HEALTH RESOURCES OF GROTON, INC., a Delaware corporation
HEALTH RESOURCES OF LAKEVIEW, INC., a New Jersey corporation
HEALTH RESOURCES OF LEMONT, INC., a Delaware corporation
HEALTH RESOURCES OF LYNN, INC., a New Jersey corporation
HEALTH RESOURCES OF KARMENTA AND MADISON, INC., a Delaware corporation
HEALTH RESOURCES OF MARCELLA, INC., a Delaware corporation
HEALTH RESOURCES OF MIDDLETOWN (R.I.), INC., a Delaware corporation
<PAGE>
HEALTH RESOURCES OF MORRISTOWN, INC., a New Jersey corporation
HEALTH RESOURCES OF NORFOLK, INC., a Delaware corporation
HEALTH RESOURCES OF NORWALK, INC., a Connecticut corporation
HEALTH RESOURCES OF PENNINGTON, INC., a New Jersey corporation
HEALTH RESOURCES OF ROCKVILLE, INC., a Delaware corporation
HEALTH RESOURCES OF SOUTH BRUNSWICK, INC., a New Jersey corporation
HEALTH RESOURCES OF TROY HILLS, INC., a New Jersey corporation
HEALTH RESOURCES OF WALLINGFORD, INC., a Delaware corporation
HEALTH RESOURCES OF WARWICK, INC., a Delaware corporation
HEALTHCARE REHAB SYSTEMS, INC., a Pennsylvania corporation
HORIZON ASSOCIATES, INC., a West Virginia corporation
HORIZON MOBILE, INC., a West Virginia corporation
HORIZON REHABILITATION, INC., a West Virginia corporation
HR OF CHARLESTON, INC., a West Virginia corporation
HRWV Huntington, Inc., a West Virginia corporation
LAKEWOOD HEALTH RESOURCES, INC., a Delaware corporation
LAUREL HEALTH RESOURCES, INC., a Delaware corporation
LEHIGH NURSING HOMES, INC., a Pennsylvania corporation
LWNR, INC., a Delaware corporation
MABRI CONVALESCENT CENTER, INC., a Connecticut corporation
MARKGLEN, INC., a West Virginia corporation
MARSHFIELD HEALTH RESOURCES, INC., a Delaware corporation
MONTGOMERY NURSING HOMES, INC., a Pennsylvania corporation
MULTICARE AMC, INC., a Delaware Corporation
MULTICARE HOME HEALTH OF ILLINOIS, INC., a Delaware corporation
NURSING AND RETIREMENT CENTER OF THE ANDOVERS, INC., a Massachusetts corporation
PHC OPERATING CORP., a Delaware corporation
POCAHONTAS CONTINUOUS CARE CENTER, INC., a West Virginia corporation
PRESCOTT NURSING HOME, INC., a Massachusetts corporation
<PAGE>
PROGRESSIVE REHABILITATION CENTERS, INC., a Delaware corporation
PROVIDENCE HEALTH CARE, INC., a Delaware corporation
REST HAVEN NURSING HOME, INC, a West Virginia corporation
RIDGELAND HEALTH RESOURCES, INC., a Delaware corporation
RIVER PINES HEALTH RESOURCES, INC., a Delaware corporation
RIVERSHORES HEALTH RESOURCES, INC., a Delaware corporation
RLNR, INC., a Delaware corporation
ROSE HEALTHCARE, INC.,
a New Jersey corporation
ROSE VIEW MANOR, INC., a Pennsylvania corporation
RSNR, INC., a Delaware corporation
RVNR, INC., a Delaware corporation
SENIOR LIVING VENTURES, INC., a Pennsylvania corporation
SCHUYLKILL NURSING HOMES, INC., a Pennsylvania corporation
SCHUYLKILL PARTNERSHIP ACQUISITION CORP., a Pennsylvania corporation
SENIOR SOURCE, INC., a Massachusetts corporation
SNOW VALLEY HEALTH RESOURCES, INC., a Delaware corporation
SOLOMONT FAMILY FALL RIVER VENTURE, INC., a Massachusetts corporation
SOLOMONT FAMILY MEDFORD VENTURE, INC., a Massachusetts corporation
STAFFORD CONVALESCENT CENTER, INC., a Delaware corporation
S.T.B. INVESTORS, LTD., a New York corporation
SVNR, INC., a Delaware corporation
THE ADS GROUP, INC., a Massachusetts corporation
TRI-STATE MOBILE MEDICAL SERVICES, INC., a West Virginia corporation
WESTFORD NURSING AND RETIREMENT CENTER, INC., a Massachusetts corporation
WILLOW MANOR NURSING HOME, INC., a Massachusetts corporation
ASL, INC., a Massachusetts corporation
<PAGE>
HMNH REALTY, INC., a Delaware corporation
By:
--------------------------------------
Barbara J. Hauswald as Treasurer on
behalf of each of the foregoing
Address for notices:
101 East State Street
Kennett Square, PA 19348
Attention: Ira C. Gubernick, Vice President
Chairman's Office & Corporate
Secretary
Telephone: (610) 444-6350
Facsimile: (610) 444-3365
<PAGE>
BREYUT CONVALESCENT CENTER, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
ENCARE OF MENDHAM, L.L.C., a New Jersey limited liability company, by Century
Care Management, Inc., its authorized manager
HEALTH RESOURCES OF BRIDGETON, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF CINNAMINSON, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF CRANBURY, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF EMERY, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF ENGLEWOOD, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF EWING, L.L.C., a New Jersey limited liability company. by
Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF FAIR LAWN, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF JACKSON, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF RIDGEWOOD, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF WEST ORANGE, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
POMPTON CARE, L.L.C., a New Jersey limited liability company, by Century Care
Management, Inc., its authorized manager
ROEPHEL CONVALESCENT CENTER, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
TOTAL REHABILITATION CENTER L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
By:
-----------------------------------
On behalf of each of the foregoing Authorized
Managers by its Treasurer
<PAGE>
The foregoing Amendment No. 4
is acknowledged and agreed to
by the undersigned Surety (whether
in its capacity as Surety, pledgor
under the Pledge Agreement or
otherwise) as of the date
first above written.
GENESIS ELDERCARE CORP.
By:
--------------------------------
Name: Barbara J. Hauswald
Title: Treasurer
<PAGE>
AGENTS, ISSUER AND LENDERS:
MELLON BANK, N.A., as a Lender,
as Issuer and as Administrative Agent
By
-------------------------------------
Name:
Title:
Address for notices:
street address:
AIM 199-5220
Mellon Independence Center
701 Market Street
Philadelphia, Pennsylvania 19106
mailing address:
AIM 199-5220
P.O. Box 7899
Philadelphia, Pennsylvania 19101-7899
Attention: Linda Sigler,
Loan Administration
Telephone: 215-553-4583
Facsimile: 215-553-4789
<PAGE>
With a copy to
Mellon Bank, N.A.
One Mellon Bank Center
Room 151-4440
Pittsburgh, PA 15258-0001
Attention: Marsha Wicker
Vice President
Telephone: 412-236-1631
Facsimile: 412-236-0287
With a copy for notices respecting assignments to:
MELLON BANK, N.A.
One Mellon Bank Center
43rd Floor
Pittsburgh, PA 15258-0001
Attention: Dean Hazelton
Telephone: 412-236-0316
Facsimile: 412-236-9176
<PAGE>
CITICORP USA, INC., as a Lender and
as Syndication Agent
By
---------------------------------
Name:
Title:
Address for notices:
399 Park Avenue
8th Floor, Zone 11
New York, NY 10043
Attention: James J. McCarthy
Telephone: 212-559-0501
Facsimile: 212-793-0289
<PAGE>
FIRST UNION NATIONAL BANK, as a
Lender and as Documentation Agent
By
----------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK (as
successor to CORESTATES BANK, N.A.)
By
----------------------------------
Name:
Title:
Address for notices:
One First Union Center TW-5
Charlotte, NC 28288-0735
Attention: Joe Towell
Telephone: 704-383-3844
Facsimile: 704-383-9144
<PAGE>
BANK OF AMERICA, N.A. (as successor to
NationsBank, N.A. and Bank of America,
NT&SA), as a Lender and as a Syndication
Agent
By
------------------------------------
Name:
Title:
Address for notices:
101 North Tryon Street
15th Floor
Charlotte, NC 28255
NC1-001-15-11
Attention: Robert Campbell
Telephone: 704-388-8799
Facsimile: 704-388-0922
With a copy to
100 North Tryon Street
17th Floor
Charlotte, NC 28255
NC1-007-1711
Attention: Ms. Marty Mitchell
Telephone: 704-388-1115
Facsimile: 704-386-3893
<PAGE>
CREDIT LYONNAIS NEW YORK BRANCH
By:
-----------------------------------
Name:
Title:
Address for notices:
Credit Lyonnaise New York Branch
1301 Avenue of the Americas
New York, NY 10019
Attention: Farboud Tavanger
Telephone: (212) 261-7832
Facsimile: (212) 261-3440
<PAGE>
FLEET NATIONAL BANK
By:
-----------------------------------
Name:
Title:
Address for notices:
Fleet National Bank
One Federal Street
MA OF D07B
Boston, MA 02110
Attention: Carol Paige
Telephone: (617) 346-4619
Facsimile: (617) 346-4699
<PAGE>
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By
-------------------------------------
Name:
Title:
Address for notices:
The Industrial Bank of Japan, Limited
1251 Avenue of the Americas
New York, NY 10020
Attention: Randall Wernes
Telephone: (212) 282-3461
Facsimile: (212) 282-4488
<PAGE>
NATIONAL WESTMINSTER BANK Plc
By
------------------------------------
Name:
Title:
Address for notices:
National Westminster Bank Plc
65 East 55th Street, 21st Floor
New York, NY 10022
Attention: Andrew S. Weinberg
Phone: (212) 401-1330
Facsimile: (212) 401-1390
<PAGE>
THE SAKURA BANK, LIMITED
By
-------------------------------------
Name:
Title:
Address for notices:
The Sakura Bank, Limited
277 Park Avenue, 45th Floor
New York, NY 10172
Attention: Stephen Chan
Telephone: (212) 909-4554
Facsimile: (212) 909-4599
<PAGE>
PARIBAS
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
Address for notices:
Paribas
787 Seventh Avenue
New York, NY 10019
Attention: Stas Byhovsky
Telephone: (212) 841-2568
Facsimile: (212) 841-2292
<PAGE>
THE BANK OF NEW YORK
By:
------------------------------------
Name:
Title:
Address for notices:
The Bank of New York
One Wall Street, 21st Floor
New York, NY 10286
Attention: Stephen Brennan
Telephone: (212) 635-8020
Facsimile: (212) 635-8092
<PAGE>
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By:
------------------------------------
Name:
Title:
Address for notices:
Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Americas, 12th Floor
New York, NY 10020-1104
Attention: Douglas Weir
Telephone: (212) 782-4503
Facsimile: (212) 782-4935
<PAGE>
CRESTAR BANK
By:
------------------------------------
Name:
Title:
Address for Notices:
Crestar Bank
c/o Suntrust Bank Nashville
P.O. Box 305110
Nashville, TN 37230
Attention: Jan Naifeh
Telephone: (615) 748-4026
Facsimile: (615) 748-5700
<PAGE>
DRESDNER BANK AG, NEW YORK
BRANCH AND GRAND CAYMAN BRANCH
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
Address for notices:
Dresdner Bank AG, New York
75 Wall Street, 25th Floor
New York, NY 10005-2889
Attention: Brigit Anderson
Telephone: (212) 429-2747
Facsimile: (212) 429-2129
<PAGE>
FINOVA CAPITAL CORPORATION
By:
------------------------------------
Name:
Title:
Address for notices:
Finova Capital Corporation
311 S. Wacker, Suite 4400
Chicago, IL 60606
Attention: Brian Williamson
Telephone: (312) 294-4175
Facsimile: (312) 322-3553
<PAGE>
KEY CORPORATE CAPITAL INC.
By:
------------------------------------
Name:
Title:
Address for notices:
Key Corporate Capital Inc.
c/o Key Bank, N.A.
127 Public Square
Cleveland, OH 44114
Attention: Arthur E. Cutler
OH-01-27-0504
Telephone: (216) 689-0854
Facsimile: (216) 689-8468
<PAGE>
ALLFIRST BANK (successor to FMB BANK,
formerly known as FIRST NATIONAL BANK
OF MARYLAND)
By:
------------------------------------
Name:
Title:
Address for notices:
Allfirst Bank
25 S. Charles Street, 18th Floor
Baltimore, MD 21201
Attention: Robert H. Hauver
Telephone: (410) 244-4246
Facsimile: (410) 244-4388
<PAGE>
NATEXIS BANQUE BFCE
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
Address for notices:
Natexis Banque BFCE
645 Fifth Avenue, 20th Floor
New York, NY 10022
Attention: Frank Madden
Telephone: (212) 872-5180
Facsimile: (212) 872-5045
<PAGE>
NATIONAL CITY BANK OF
PENNSYLVANIA
By:
------------------------------------
Name:
Title:
Address for notices:
National City Bank of Pennsylvania
20 Stanwix Street, 46-25-191
Pittsburgh, PA 15222
Loc. 46-25-191
Attention: Bruce G. Shearer
Telephone: (412) 644-7726
Facsimile: (412) 471-4883
<PAGE>
THE SANWA BANK, LIMITED
By:
------------------------------------
Name:
Title:
Address for notices:
The Sanwa Bank, Limited
55 E. 52nd Street
New York, NY 10055
Attention: Chris DiCarlo
Telephone: (212) 339-6336
Facsimile: (212) 754-1304
<PAGE>
SUMMIT BANK
By:
------------------------------------
Name:
Title:
Address for notices:
Summit Bank
250 Moore Street, 2nd Floor
Hackensack, NJ 07601
Attention: Tom Hanrahan
Telephone: (201) 646-5859
Facsimile: (201) 646-9497
<PAGE>
THE DAI-ICHI KANGYO BANK, LTD.
By:
------------------------------------
Name:
Title:
Address for notices:
The Dai-Ichi Kangyo Bank, Ltd.
One World Trade Center, 48th Floor
New York, NY 10048
Attention: Takayuki Kumagai
Telephone: (212) 432-6651
Facsimile: (212) 488-8955
<PAGE>
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
Address for notices:
Bank Austria Creditanstalt Corporate
Finance, Inc.
Two Greenwich Plaza
Greenwich, CT 06830
Attention: Clifford L. Wells
Telephone: (203) 861-6417
Facsimile: (203) 861-0297
<PAGE>
CREDIT SUISSE FIRST BOSTON
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
Address for notices:
Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010
Attention: William S. Lutkins
Telephone: (212) 325-9705
Facsimile: (212) 325-8319
<PAGE>
FIRST NATIONAL BANK OF CHICAGO
By:
-----------------------------------
Name:
Title:
Address for notices:
First National Bank of Chicago
1 First National Plaza
Mailcode: IL1-0536
Chicago, IL 60670
Attention: Tom Harkless/
Greg Tomczyk
Telephone: (312) 732-1134
Facsimile: (312) 732-2016
<PAGE>
SCOTIABANC, INC.
By:
------------------------------------
Name:
Title:
Address for notices:
ScotiaBanc, Inc.
600 Peachtree Street NE
Suite 2700
Atlanta, GA 30308
Attention: Dana Maloney
Telephone: (404) 877-1524
Facsimile: (404) 888-8998
<PAGE>
CIBC INC.
By:
------------------------------------
Name:
Title:
Address for notices:
CIBC Inc.
425 Lexington Avenue, 8th Floor
New York, NY 10025
Attention: John Livingston
Telephone: (212) 856-3581
Facsimile: (212) 856-3761
<PAGE>
AMSOUTH BANK
By:
------------------------------------
Name:
Title:
Address for notices:
AmSouth Bank
1900 5th Ave. N. AST7FL
Birmingham, AL 35203
Attention: Ken DiFatta
Telephone: (205) 801-0358
Facsimile: (205) 326-4790
<PAGE>
PFL LIFE INSURANCE
COMPANY
By:
-----------------------------------
Name:
Title:
Address for notices:
PFL Life Insurance Company
c/o Aegon USA Investment Management,
Inc.
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
Attention: John Bailey, Securities
Analyst
Telephone: (319) 369-2811
Facsimile: (319) 369-2666
<PAGE>
MONUMENTAL LIFE INSURANCE
COMPANY (successor by merger to
PEOPLES SECURITY LIFE INSURANCE
COMPANY)
By:
----------------------------------------
Name:
Title:
Address for notices:
Monumental Life Insurance Company
c/o Aegon USA Investment Management, Inc.
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
Attention: John Bailey, Securities Analyst
Telephone: (319) 369-2811
Facsimile: (319) 369-2666
Payment Advice
--------------
Attention: Marla Johnson
Monumental Life Insurance Company
c/o AEGON USA Investment Management,
Inc.
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
Fax Number: (319) 398-8695
<PAGE>
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured
Management, Inc., as attorney in fact
By:
------------------------------------
Name:
Title:
Address for notices:
Floating Rate Portfolio
c/o INVESCO Senior Secured
Management, Inc.
1166 Avenue of the Americas, 27th Floor
New York, NY 10036
Attention: Kathleen Lenarcic
Telephone: (212) 278-9794
Facsimile: (212) 278-9619
<PAGE>
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By:
------------------------------------
Name:
Title:
Address for notices:
Morgan Stanley Dean Witter
Prime Income Trust
c/o Morgan Stanley Dean Witter Advisors
72nd Floor
Two World Trade Center
New York, NY 10048
Attention: Kevin Egan
Telephone: (212) 392-5845
Facsimile: (212) 392-5345
<PAGE>
EATON VANCE INSTITUTIONAL SENIOR
LOAN FUND
By: Eaton Vance Management
as Investment Advisor
By:
------------------------------------
Name:
Title:
Address for notices:
State Street Bank & Trust Company
Corporate Trust Division
One Enterprise Drive
North Quincy, MA 02171
Attention: Patrick McEnroe
Telephone: (617) 664-5367
Facsimile: (617) 664-5366
Eaton Vance Management
255 State Street, 8th Floor
Boston, MA 02109
Attention: Payson Swaffield
Telephone: (617) 598-8484
Telecopier: (617) 695-9594
Reference:
<PAGE>
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
By: ING Capital Advisors, Inc.,
As Investment Advisor
By:
-----------------------------------
Name:
Title:
Address for notices:
ING High Income Principal Preservation
Fund Holdings, LDC
c/o ING Capital Advisors, Inc.
333 South Grand Avenue, Suite 4250
Los Angeles, CA 90071
Attention: Helen Rhee
Telephone: (213) 346-3983
Facsimile: (213) 346-3995
<PAGE>
SENIOR DEBT PORTFOLIO
BY: Boston Management and Research
as Investment Advisor
By:
------------------------------------
Name:
Title:
Address for notices:
Eaton Vance Management
255 State Street, 8th Floor
Boston, MA 02109
Attention: Payson Swaffield
Telephone: (617) 598-8484
Facsimile: (617) 695-9594
<PAGE>
MASSACHUSETTS MUTUAL LIFE
INSURANCE CO.
By:
------------------------------------
Name:
Title:
Address for notices:
Massachusetts Mutual Life Insurance Co.
1295 State Street
Springfield, MA 01111
Attention: John Wheeler, Managing Director
Telephone: (413) 744-6228
Facsimile: (413) 744-2022
<PAGE>
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By:
------------------------------------
Name:
Title:
MERRILL LYNCH PRIME RATE
PORTFOLIO
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
By:
------------------------------------
Name:
Title:
Address for notices:
Merrill Lynch Senior Floating Rate Fund, Inc.
c/o Merrill Lynch Asset Management
800 Scudders Mill Road - Area 1B
Plainsboro, NJ 08536
Attention: Colleen Cunniffe
Telephone: (609) 282-2093
Facsimile: (609) 282-2756
<PAGE>
MERRILL LYNCH GLOBAL INVESTMENT SERIES
Income Strategies Portfolio
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
As assignee
By:
------------------------------------
Name:
Title:
Address for notices:
Merrill Lynch Global Investment Series
c/o Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road - Area 1B
Plainsboro, NJ 08536
Attention: Colleen Cunniffe
Telephone: (609) 282-2093
Facsimile: (609) 282-2756
<PAGE>
METROPOLITAN LIFE INSURANCE
COMPANY
By:
------------------------------------
Name:
Title:
Address for notices:
Metropolitan Life Insurance Company
334 Madison Avenue
Convent Station, NJ 07961-0633
Attention: James Dingler
Asst. Vice President
Telephone: (973) 254-3206
Facsimile: (973) 254-3050
<PAGE>
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By:
------------------------------------
Name:
Title: Its Authorized Representative
Address for notices:
The Northwestern Mutual Life Insurance
Company
720 E. Wisconsin Avenue
Milwaukee, WI 53202
Attention: David A. Barras
Director-Investments
Northwestern Investment Management
Company
Telephone: (414) 299-1618
Facsimile: (414) 299-7124
<PAGE>
NEW YORK LIFE INSURANCE
AND ANNUITY CORPORATION
By: New York Life Insurance Company
By:
------------------------------------
Name:
Title:
Address for notices:
New York Life Insurance and Annuity
Corporation
c/o New York Life Insurance Company
51 Madison Avenue, Room 206
New York, NY 10010
Attention: Christine Villaluz/Tony Malloy
Telephone: (212) 576-7590
Facsimile: (212) 447-4122
<PAGE>
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.,
Its General Partner
By: Oak Hill Securities MGP, Inc.,
Its General Partner
By:
------------------------------------
Name:
Title:
Address for notices:
Oak Hill Securities Fund, L.P.
c/o O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
New York, NY 10112
Attention: Michael Kontokosta
Telephone: (212) 408-2475
Facsimile: (212) 728-5950
<PAGE>
OCTAGON LOAN TRUST
By:
------------------------------------
Name:
Title:
Address for notices:
Octagon Loan Trust
380 Madison Avenue, 12th Floor
New York, NY 10017
Attention: James P. Ferguson
Managing Director
Telephone: (212) 622-3070
Facsimile: (212) 622-3797
<PAGE>
PARIBAS CAPITAL FUNDING LLC
By:
------------------------------------
Name:
Title:
Address for notices:
Paribas Capital Funding LLC
787 Seventh Avenue, 32nd Floor
New York, NY 10019
Attention: Francois Gauvin
Telephone: (212) 841-2144
Facsimile: (212) 841-2548
with a copy to:
State Street Bank & Trust Co.
Corporate Trust Dept.
Attn: Bill Connolly
Phone: (617) 664-5410
Fax: (617) 664-5366(67)(68)
<PAGE>
ROYALTON COMPANY
By: Pacific Investment Management
Company, as its Investment Advisor
By: PIMCO Management Inc., a general partner
By:
-----------------------------------
Name:
Title:
Address for notices:
Royalton Company
c/o Pacific Investment Management Co.
840 Newport Center Drive
Newport Beach, CA 92658
Attention: Melissa Fejdasz
Telephone: (949) 721-5169
Facsimile: (949) 718-2623
<PAGE>
NORTHERN LIFE INSURANCE
COMPANY
By:
------------------------------------
Name:
Title:
Address for notices:
Northern Life Insurance Company
c/o Reliastar Investment Research, Inc.
100 Washington Avenue South, Suite 800
Minneapolis, MN 55401-2121
Attention: James V. Wittich
Telephone: (612) 372-3553
Facsimile: (612) 372-5368
<PAGE>
KZH SOLEIL LLC
By:
------------------------------------
Name:
Title:
Address for notices:
KZH Soleil LLC
c/o The Chase Manhattan Bank
450 West 33rd Street - 15th Floor
New York, NY 10001
Attention: Virginia Conway
Telephone: (212) 946-7575
Facsimile: (212) 946-7776
with a copy to:
SAI Investment Adviser, Inc.
1 SunAmerica Center, 34th Floor
Los Angeles, CA 90067
Attention: Sabur Moini
Telephone: (310) 772-6256
Facsimile: (310) 772-6078
<PAGE>
KZH III LLC
By:
------------------------------------
Name:
Title:
Address for notices:
KZH III LLC c/o The
Chase Manhattan Bank
450 West 33rd Street -
15th Floor New York, NY 10001
Attention: Virginia Conway
Telephone: (212) 946-7575
Facsimile: (212) 946-7776
<PAGE>
VAN KAMPEN PRIME RATE INCOME TRUST
By:
------------------------------------
Name:
Title:
VAN KAMPEN CLO I, LIMITED
by: Van Kampen Management, Inc., as
Collateral Manager
By:
------------------------------------
Name:
Title:
VAN KAMPEN SENIOR INCOME TRUST
By:
------------------------------------
Name:
Title:
Address for notices:
In care of:
Van Kampen Management
One Parkview Plaza, 5th Floor
Oakbrook Terrace, IL 60181
Attention: Scott Fries
Telephone: (630) 684-6026
Facsimile: (630) 684-6740
<PAGE>
CANADIAN IMPERIAL BANK OF
COMMERCE
By:
------------------------------------
Name:
Title:
Address for notices:
Canadian Imperial Bank of Commerce
425 Lexington Avenue, 7th Floor
New York, NY 10025
Attention: William Swenson
Telephone: (212) 856-3935
Facsimile: (212) 856-3799
<PAGE>
NEW YORK LIFE INSURANCE COMPANY
By:
------------------------------------
Name:
Title:
Address for notices:
New York Life Insurance and
Annuity Corporation
c/o New York Life Insurance Company
51 Madison Avenue
Room 206
New York, New York 10010
Attention: Christine Villaluz
Telephone: (212) 576-7590
Facsimile: (212) 447-4122
<PAGE>
CITY NATIONAL BANK
By:
------------------------------------
Name:
Title:
Address for notices:
City National Bank
400 N. Roxbury Drive, 3rd Floor
Beverly Hills, CA 90210
Attention: Randall Watsek
Telephone: 310/888-6131
Fax: 310/888-6564
-89-
<PAGE>
TORONTO-DOMINION (NEW YORK),
INC.
By:
------------------------------------
Name:
Title:
Address for notices:
The Toronto-Dominion (New York), Inc.
31 West 52nd Street, 18th Floor
New York, NY 10019
Attention: Wayne Hosang
Telephone: 212/827-7307
Fax: 212/827-7250
-90-
<PAGE>
LEHMAN COMMERCIAL PAPER INC.
By:
------------------------------------
Name:
Title:
Address for notices:
Lehman Commercial Paper Inc.
3 World Financial Center
New York, NY 10285
Attention: Michele Swanson
Telephone: 212/526-0330
Fax: 212/526-0242
-91-
<PAGE>
CAPTIVA II FINANCE LTD.
By:
------------------------------------
Name:
Title:
Address for notices:
Captiva II Finance Ltd.
c/o Deutsche Morgan Grenfell (Cayman)
Limited
P.O. Box 1984GT, Elizabethan Square
Grand Cayman, Cayman Islands
Attention: Director
Telephone: (345) 949-8244
Facsimile: (345) 949-8178
with a copy to:
Stanfield Capital Partners
330 Madison Avenue, 27th Flr.
New York, NY 10017
Attention: Christopher Bondy
Telephone: (212) 284-4304
Facsimile: (212) 284-4320
-92-
<PAGE>
CERES FINANCE LTD.
By:
------------------------------------
Name:
Title:
Address for notices:
Ceres Finance Ltd.
c/o Deutsche Morgan Grenfell (Cayman)
Limited
P.O. Box 1984GT, Elizabethan Square
Grand Cayman, Cayman Islands
Attention: Director
Telephone: (345) 949-8244
Facsimile: (345) 949-8178
with a copy to:
Stanfield Capital Partners
330 Madison Avenue, 27th Flr.
New York, NY 10017
Attention: Christopher Bondy
Telephone: (212) 284-4304
Facsimile: (212) 284-4320
-93-
<PAGE>
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
Address for notices:
Rabobank Nederland
245 Park Avenue
New York, NY 10167
Attention: Richard Mattner
Telephone: (212) 916-6848
Facsimile: (212) 916-7821
-94-
<PAGE>
AMARA-2 FINANCE LTD.
By:
-----------------------------------
Name:
Title:
Address for notices:
Amara-2 Finance Ltd.
c/o Stanfield Capital Partners LLC
330 Madison Avenue, 27th Flr.
New York, NY 10017
Attention: Christopher Bondy
Telephone: (212) 284-4304
Facsimile: (212) 284-4320
-95-
<PAGE>
MLCBO IV (CAYMAN) LTD.
BY: HIGHLAND CAPITAL MANAGEMENT L.P.,
as Collateral Manager
By:
------------------------------------
Name:
Title:
Address for notices:
MLCBO IV (CAYMAN) LTD.
c/o Highland Capital Management L.P.
as Collateral Manager
1150 Two Galleria Tower
13455 Noel Road, LB #45
Dallas, TX 75240
Attention: Patrick Daugherty
Telephone: (972) 233-4300
Facsimile: (972) 233-4343
-96-
<PAGE>
PAMCO CAYMAN LTD.
BY: HIGHLAND CAPITAL MANAGEMENT L.P.,
as Collateral Manager
By:
------------------------------------
Name:
Title:
Address for notices:
PAMCO CAYMAN LTD.
c/o Highland Capital Management L.P.,
as Collateral Manager
1150 Two Galleria Tower
13455 Noel Road, LB #45
Dallas, TX 75240
Attention: Patrick Daugherty
Telephone: (972) 233-4300
Facsimile: (972) 233-4343
-97-
<PAGE>
JACKSON NATIONAL LIFE INSURANCE
COMPANY
By: PPM America, Inc., as attorney-
in-fact, on behalf of Jackson National
Life Insurance Company
By:
------------------------------------
Name:
Title:
Address for notices:
PPM America, Inc.
225 W. Wacker, Suite 1200
Chicago, IL 60606
Attention: John Waldings
Telephone: (312) 634-1230
Facsimile: (312) 634-0054
-98-
<PAGE>
CYPRESSTREE INVESTMENT PARTNERS
I., Ltd.
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By:
------------------------------------
Name:
Title:
Address for notices:
CypressTree Investment Partners I, Ltd.
125 High Street
Boston, MA 02110
Attention: Phil Robbins
Telephone: (617) 946-0600
Facsimile: (617) 946-5681
-99-
<PAGE>
INDOSUEZ CAPITAL FUNDING III,
LIMITED
By: Indosuez Capital, as Portfolio Advisor
By:
------------------------------------
Name:
Title:
Address for notices:
Indosuez Capital Funding III, Limited
1211 Avenue of the Americas, 8th Floor
New York, NY 10036-8701
Attention: Melissa Marano
Telephone: (212) 278-2231
Facsimile: (212) 278-2250
-100-
<PAGE>
THE ROYAL BANK OF SCOTLAND plc
By:
------------------------------------
Name:
Title:
Address for notices:
The Royal Bank of Scotland plc
Wall Street Plaza
88 Pine Street, 26th Floor
New York, NY 10005
Attention: Derek Bonner
Telephone: (212) 269-0938
Facsimile: (212) 269-8929
-101-
<PAGE>
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc.
As its Investment Manager
By:
------------------------------------
Name:
Title:
Address for notices:
ML CLO XX Pilgrim America (Cayman) Ltd.
c/o Pilgrim Investments, Inc.
Two Renaissance Square
40 North Central Avenue, Suite 1200
Phoenix, AZ 85004-3444
Attention: Chuck Lemieux
Telephone: (602) 417-8214
Facsimile: (602) 417-8327
-102-
<PAGE>
STEIN ROE & FARNHAM INCORPORATED
As Agent For
KEYPORT LIFE INSURANCE COMPANY
By:
------------------------------------
Name:
Title:
Address for notices:
Keyport Life Insurance Company
c/o Stein Roe & Farnham
One South Wacker Drive, 33rd Floor
Chicago, IL 60606
Attention: Brian W. Good
Telephone: (312) 368-7644
Facsimile: (312) 368-7857
-103-
<PAGE>
CHASE SECURITIES INC., as Agent
For The Chase Manhattan Bank, as
Assignee
By:
------------------------------------
Name:
Title:
Address for notices:
Chase Securities, Inc.
270 Park Avenue, 4th Floor
New York, NY 10017
Attention: William Bokos
Telephone: (212) 270-3142
Facsimile: (212) 270-7968
-104-
<PAGE>
ALLIANCE CAPITAL MANAGEMENT L.P.,
As Manager on behalf
of ALLIANCE CAPITAL FUNDING, L.L.C.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, General Partner of Alliance
Capital Management L.P.
By:__________________________________
Name:
Title:
Address for notices:
Alliance Capital Funding, L.L.C.
Alliance Capital Management L.P.
1345 Avenue of the Americas, 38th Floor
New York, NY 10105
Attention: Savitri Alex
Telephone: (212) 969-1350
Facsimile: (212) 969-1466
-105-
<PAGE>
ALLIANCE INVESTMENTS, LIMITED,
As Assignee
By: Alliance Capital Management Corp.
By:__________________________________
Name:
Title:
Address for notices:
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, NY 10105
Attention: Savitri Alex
Alliance Investments, Ltd.
Telephone: (212) 969-1350
Facsimile: (212) 969-1466
-106-
<PAGE>
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc.
As its Investment Manager
By:
------------------------------------
Name:
Title:
Address for notices:
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD.
c/o Pilgrim Investments, Inc.
Two Renaissance Square, Suite 1200
40 North Central Avenue
Phoenix, AZ 85004-3444
Attention: Chuck Lemieux
Telephone: (602) 417-8214
Facsimile: (602) 417-8327
-107-
<PAGE>
INTEGRITY LIFE INSURANCE COMPANY
By:
------------------------------------
Name:
Title:
Address for notices:
Integrity Life Insurance Company
515 W. Market Street
Louisville, KY 40202-3319
Attention: James Myjak
Telephone: (502) 582-7921
Facsimile: (502) 582-7903
-108-
<PAGE>
CAPTIVA III FINANCE, LTD.,
as advised by Pacific Investment Management Company
By:
---------------------------------------
Name:
Title:
CAPTIVA IV FINANCE LTD.,
as advised by Pacific Investment Management Company
By:
---------------------------------------
Name:
Title:
Address for notices:
Pacific Investment Management Co.
840 Newport Center Drive
Newport Beach, CA 92660
Attention: Melissa Fejdasz
Telephone: (949) 721-5169
Facsimile: (949) 718-2623
-109-
<PAGE>
ML CLO XIX STERLING (CAYMAN) LTD.
By: Sterling Asset Manager, L.L.C., as
its Investment Advisor
By:
-----------------------------------
Name:
Title:
Address for notices:
Sterling Asset Management, LLC
40 Fulton Street, 10th Floor
New York, NY 10038
Attention: Rafael Scolari
Telephone: (212) 406-3580
Facsimile: (212) 406-3710
-110-
<PAGE>
DLJ CAPITAL FUNDING, INC.
By:
------------------------------------
Name:
Title:
Address for notices:
DLJ Capital Funding, Inc.
277 Park Avenue, 10th Floor
New York, NY 10172
Attention: Mary McCormack
Telephone: (212) 892-6675
Facsimile: (212) 892-6031
-111-
<PAGE>
GALAXY CLO 1999-1, LTD.
By:
------------------------------------
Name:
Title:
Address for notices:
SAI Investment Adviser, Inc.
1 SunAmerica Center, 34th Floor
Los Angeles, CA 90067
Attention: Sabur Moini
Telephone: (310) 772-6256
Facsimile: (310) 772-6078
-112-
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
------------------------------------
Name:
Title:
Address for notices:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
250 Vesey Street
North Tower, 16th Floor
New York, NY 10281-1316
Attention: Sandra P. Anton
Telephone: (212) 449-3719
Facsimile: (212) 449-9435
-113-
<PAGE>
STANFIELD CLO, LTD.
By: Stanfield Capital Partners LLC
as its Collateral Manager
By:
------------------------------------
Name:
Title:
Address for notices:
Stanfield CLO, Ltd.
c/o Stanfield Capital Partners LLC
330 Madison Avenue, 27th Floor
New York, NY 10017
Attention: Gregory L. Smith
Telephone: (212) 284-4303
Facsimile: (212) 284-4320
-114-
<PAGE>
KZH STERLING LLC
By:
------------------------------------
Name:
Title:
Address for notices:
KZH Sterling LLC
c/o The Chase Manhattan Bank
450 West 33rd Street - 15th Floor
New York, NY 10001
Attention: Virginia Conway
Telephone: (212) 946-7575
Facsimile: (212) 946-7776
-115-
<PAGE>
KZH PAMCO LLC
By:
------------------------------------
Name:
Title:
Address for notices:
KZH Pamco LLC
c/o The Chase Manhattan Bank
450 West 33rd Street - 15th Floor
New York, NY 10001
Attention: Virginia Conway
Telephone: (212) 946-7575
Facsimile: (212) 946-7776
-116-
<PAGE>
SRV-HIGHLAND, INC.
By:
-----------------------------------
Name:
Title:
Address for notices:
SRV-Highland, Inc.
c/o Bank of America Securities
100 North Tryon Street
NC1-007-06-07
Charlotte, NC 28255
Attention: Kelly Walker
Telephone: (704) 388-8943
Facsimile: (704) 388-0648
-117-
