1
Exhibit 10(a)
NOVACARE EMPLOYEE SERVICES, INC.
2621 VAN BUREN AVENUE
NORRISTOWN, PA 19403
March 30, 1998
PNC Bank, National Association,
as Agent
One PNC Plaza
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Attn: Marcie Knittel, Vice President
RE: First Amendment to Credit Agreement (the "First Amendment")
Dear Marcie:
We refer to that certain Credit Agreement, dated as of November 17, 1997,
(the "Credit Agreement"), by and among NovaCare Employee Services, Inc. (the
"Borrower"), the Guarantors party thereto, the Banks party thereto and PNC
Bank, National Association, as agent for the Banks ("Agent"). Defined terms
used herein, not otherwise defined herein, shall have the meanings given to
them under the Credit Agreement as amended hereby.
The Borrower and Guarantors, the Banks and the Agent hereby desire to
amend the Credit Agreement, as hereinafter provided.
The parties hereto in consideration of their mutual covenants and
agreements hereinafter set forth, and intending to be legally bound hereby,
covenant and agree as follows:
AGREEMENT
1. Amendment of Credit Agreement
The parties hereto do hereby modify and amend the Credit Agreement as
follows:
(a) Section 8.2.15 [Capital Expenditures] is hereby amended by
deleting the dollar figure "$2,250,000" in the column "Maximum Permitted
Capital Expenditures" for the fiscal year ending 6/30/98 and inserting in
lieu thereof, the dollar figure "$2,900,000".
2
2. Conditions of Effectiveness.
The effectiveness of this First Amendment is expressly conditioned upon
(i) the Agent's receipt of counterparts of this First Amendment duly executed
by the Borrower, the Guarantors, and the Banks.
This First Amendment shall be dated as of and shall be effective as of the
date and year first above written which shall be the date of satisfaction of
all conditions precedent to effectiveness as set forth in this Section 2.
3. Consent of Required Banks.
Pursuant to Section 11.1 of the Credit Agreement, this First Amendment
shall require the written consent of the Required Banks.
4. Full Force and Effect.
Except as expressly modified and amended by this First Amendment, the
Credit Agreement and the other Loan Documents are hereby ratified and confirmed
and shall remain in full force and effect.
5. Costs, Expenses, Disbursements.
The Borrowers hereby agree to reimburse the Agent and the Banks on demand
for all costs, expenses and disbursements relating to this First Amendment
which are payable by the Borrowers as provided in Section 10.5 of the Credit
Agreement.
6. Counterparts.
This First Amendment may be executed by different parties hereto in any
number of separate counterparts, each of which, when so executed and delivered,
shall be an original, and all of such counterparts shall together constitute
one and the same instrument.
7. Governing Law.
This First Amendment shall be deemed to be a contract under the laws of
the Commonwealth of Pennsylvania and for all purposes shall be governed by and
construed and enforced in accordance with the internal laws of the Commonwealth
of Pennsylvania without regard to its conflict of laws principles.
[SIGNATURES BEGIN ON NEXT PAGE]
2
3
[SIGNATURE PAGE 1 OF 2 TO FIRST AMENDMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.
BORROWERS AND GUARANTORS:
NOVACARE EMPLOYEE SERVICES, INC.
By: /s/ THOMAS D. SCHUBERT
---------------------------
Name: Thomas D. Schubert
Title: CFO
On behalf of each corporation
listed on Exhibit A hereto
By: /s/ THOMAS D. SCHUBERT
---------------------------
Name: Thomas D. Schubert
Title: CFO of each corporation
listed on Exhibit A hereto
On behalf of each corporation
listed on Exhibit B hereto
By: _________________________
Name: _______________________
Title: ______ of each corporation
listed on Exhibit B hereto
AGENT AND BANKS:
PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By: _________________________
Name: _______________________
Title: ______________________
4
[SIGNATURE PAGE 1 OF 2 TO FIRST AMENDMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.
BORROWERS AND GUARANTORS:
NOVACARE EMPLOYEE SERVICES, INC.
By: _________________________
Name: _______________________
Title: ______________________
On behalf of each corporation
listed on Exhibit A hereto
By: _________________________
Name: _______________________
Title: ______ of each corporation
listed on Exhibit A hereto
On behalf of each corporation
listed on Exhibit B hereto
By: /s/ ANDREW T. PANACCIONE
-----------------------------
Name: Andrew T. Panaccione
Title: Secretary of each corporation
listed on Exhibit B hereto
AGENT AND BANKS:
PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By: _________________________
Name: _______________________
Title: ______________________
5
[SIGNATURE PAGE 1 OF 2 TO FIRST AMENDMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.
BORROWERS AND GUARANTORS:
NOVACARE EMPLOYEE SERVICES, INC.
By: ________________________
Name: ______________________
Title: _____________________
On behalf of each corporation
listed on Exhibit A hereto
By: _________________________
Name: _______________________
Title: ______ of each corporation
listed on Exhibit A hereto
On behalf of each corporation
listed on Exhibit B hereto
By: _________________________
Name: _______________________
Title: ______ of each corporation
listed on Exhibit B hereto
AGENT AND BANKS:
PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By: /s/ JUSTIN J. FALGIONE
-------------------------
Name: Justin J. Falgione
Title: Assistant Vice President
6
[SIGNATURE PAGE 2 OF 2 TO FIRST AMENDMENT]
BANKS:
AMSOUTH BANK
By: /s/ DAVID A. SIMMONS
-----------------------------
Name: David A. Simmons
Title: Senior Vice President
______________________
BANK ONE, KENTUCKY, NA
By: _________________________
Name: _______________________
Title: ______________________
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: _________________________
Name: _______________________
Title: ______________________
7
[SIGNATURE PAGE 2 OF 2 TO FIRST AMENDMENT]
BANKS:
AMSOUTH BANK
By: _________________________
Name: _______________________
Title: ______________________
BANK ONE, KENTUCKY, NA
By: /s/ TODD D. MUNSON
-------------------------
Name: Todd D. Munson
Title: Senior Vice President
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: _________________________
Name: _______________________
Title: ______________________
8
[SIGNATURE PAGE 2 OF 2 TO FIRST AMENDMENT]
BANKS:
AMSOUTH BANK
By: _________________________
Name: _______________________
Title: ______________________
BANK ONE, KENTUCKY, NA
By: _________________________
Name: _______________________
Title: ______________________
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: /s/ RONALD K. RUEVE
-------------------------
Name: Ronald K. Rueve
Title: Vice President
9
STATE OF GEORGIA
COUNTY OF FULTON
On the 25th day of March, 1998 personally appeared Ronald K. Rueve as the
Vice President of SunTrust Bank, Central Florida, National Association, and
before me executed the attached First Amendment to Credit Agreement dated as of
March 30, 1998 between NovaCare Employee Services, Inc., with SunTrust Bank,
Central Florida, National Association, as Lender.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in the
state and county aforesaid.
/s/ CHRISTINE B. ALFORD
--------------------------
Signature of Notary Public,
State of Georgia
Christine Alford
--------------------------
(Print, Type or Stamp Commissioned
Name of Notary Public)
Personally known XXX; OR Produced
Identification ______________
Notary Public, DeKalb County, Georgia Type of identification
My Commission Expires June 29, 2001 produced: ___________________
_____________________________
10
EXHIBIT A
NovaCare Employee Services Resource One, Inc. (a Florida corporation)
NovaCare Employee Services of Orlando, Inc. (a Florida corporation)
Professional Insurance Planners of Florida, Inc. (a Florida corporation)
NovaCare Administrative Employee Services of New York, Inc. (a New York
corporation)
NovaCare Employee Services Northeast, Inc. (a New York corporation)
NovaCare Employee Services of Boston, Inc. (a Delaware corporation)
NovaCare Employee Services of New York, Inc. (a New York corporation)
Staffing Technologies, Inc. (a New York corporation)
NovaCare Employee Services of America, Inc. (a Florida corporation)
Employee Benefits Management, Inc. (a Florida corporation)
Employee Services Inc. of North Carolina (a North Carolina corporation)
Employers' Risk Management, Inc. (a Florida corporation)
NovaCare Administrative Employee Services, Inc. (a Florida corporation)
NovaCare Employee Services Club Staff, Inc. (a Florida corporation)
NovaCare Employee Services Easy Staff, Inc. (a Florida corporation)
NovaCare Employee Services of Florida, Inc. (a Florida corporation)
Rx One, Inc. (a Florida corporation)
NovaCare Employee Services TPI, Inc. (a New York corporation)
ConsulTemps, Inc. (a Virginia corporation)
AmeriCare Employers Group, Inc. (an Arizona corporation)
Paralign Staffing Technologies, Inc. (an Arizona corporation)
NovaCare Employee Services, Inc., as general partner of NCES Partners (IND),
LP (an Indiana limited partnership)
11
EXHIBIT B
NCES Finance, Inc. (a Delaware corporation)
NCES Holdings, Inc. (a Delaware corporation)
NCES Licensing, Inc. (a Delaware corporation)