EXHIBIT 10.55
FOUNTAIN VIEW, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (herein, the "Amendment") is
entered into as of March __, 1999, among Fountain View, Inc., a Delaware
corporation, the Banks party hereto, and Bank of Montreal as Agent for the
Banks.
PRELIMINARY STATEMENTS
A. The Borrower, the Banks, and the Agent entered into a certain Credit
Agreement, dated as of April 16, 1998, as amended (herein, the "Credit
Agreement"). All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement.
B. The Borrower has requested that the Banks amend the definition of
"EBITDAR" and the Required Banks are willing to do so on the terms and
conditions provided for in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENT.
Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the definition of "EBITDAR" appearing in Section 5.1 of the
Credit Agreement shall be amended and restated in its entirety to read as
follows:
"EBITDAR" means, with reference to any period, Net Income for
such period plus the sum (without duplication) of all amounts deducted in
arriving at such Net Income amount in respect of (w) Interest Expense for
such period, (x) federal, state and local income taxes for such period, (y)
depreciation of fixed assets and amortization of intangible assets for such
period, and (z) Rental Expense for such period (plus, to the extent
deducted in arriving at EBITDAR for the relevant period, (i) expenses
incurred pursuant to the August 1997 Fountain View, Inc. recapitalization
and expenses incurred pursuant to the Summit Merger and the financing
associated with it and (ii) charges incurred during the fourth fiscal
quarter of 1998 in the aggregate amount not exceeding $6,903,000).
SECTION 2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
2.1. The Borrower, the Agent, and the Required Banks shall have
executed and delivered this Amendment.
2.2. Each Subsidiary shall have executed its acknowledgement and
consent to this Amendment in the space provided for that purpose below.
2.3. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Agent and its counsel.
SECTION 3. REPRESENTATIONS.
In order to induce the Banks to execute and deliver this Amendment, the
Borrower hereby represents to the Agent and the Banks that as of the date hereof
the representations and warranties set forth in Section 6 of the Credit
Agreement are and shall remain true and correct (except that the representations
contained in Section 6.5 shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Banks) and the Borrower and its
Subsidiaries are in compliance with all of the terms and conditions of the
Credit Agreement and the other Loan Documents and no Default or Event of Default
has occurred and is continuing or shall result after giving effect to this
Amendment.
SECTION 4. MISCELLANEOUS.
4.1 The Borrower has heretofore executed and delivered to the Agent and the
Banks certain of the Collateral Documents. The Borrower hereby acknowledges and
agrees that, notwithstanding the execution and delivery of this Amendment, the
Collateral Documents remain in full force and effect and the rights and remedies
of the Agent and the Banks thereunder, the obligations of the Borrower
thereunder, and the liens and security interests created and provided for
thereunder remain in full force and effect and shall not be affected, impaired,
or discharged hereby. Nothing herein contained shall in any manner affect or
impair the priority of the liens and security interests created and provided for
by the Collateral Documents as to the indebtedness which would be secured
thereby prior to giving effect to this Amendment.
4.2 Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection therewith,
or in any certificate, letter of communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
4.3 The Borrower agrees to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation,
execution, and delivery of this Amendment and the other instruments and
documents to be executed and delivered in connection herewith, including the
fees and expenses of counsel for the Agent.
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4.4 This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart pages, all of which taken
together shall constitute one and the same agreement. Any of the parties hereto
may execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.
[SIGNATURE PAGES TO FOLLOW]
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This Second Amendment to Credit Agreement is entered into as of the date
and year first above written.
FOUNTAIN VIEW, INC.
By
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Name
------------------------
Title
----------------------
Accepted and agreed to as of the day and year last above written.
BANK OF MONTREAL, in its
individual capacity as a Bank
and as Agent
By
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Name
------------------------
Title
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PARIBAS
By
----------------------------
Name
------------------------
Title
----------------------
UNION BANK OF CALIFORNIA
By
----------------------------
Name
------------------------
Title
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HELLER FINANCIAL, INC.
By
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Name
------------------------
Title
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FINOVA CAPITAL CORPORATION
By
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Name
------------------------
Title
----------------------
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PILGRIM AMERICA PRIME RATE TRUST
By ____________________________________________
Name ________________________________________
Title _______________________________________
BHF-BANK AKTIENGESELLSCHAFT
By ____________________________________________
Name ________________________________________
Title _______________________________________
By ____________________________________________
Name ________________________________________
Title _______________________________________
BALANCED HIGH-YIELD FUND II LTD.
By BHF-BANK Aktiengesellschaft, acting
through its New York Branch, as attorney-in-
fact
By ____________________________________________
Name ________________________________________
Title _______________________________________
By ____________________________________________
Name ________________________________________
Title _______________________________________
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ACNOWLEDGEMENT AND CONSENT
The undersigned, being all of the Subsidiaries of Fountain View, Inc., have
heretofore executed and delivered to the Agent and the Banks one or more
Guaranties and Collateral Documents. Each of the undersigned hereby consents to
the Second Amendment to Credit Agreement as set forth above and confirms that
its Guaranty and Collateral Documents, and all of its obligations thereunder,
remain in full force and effect. Each of the undersigned further agrees that the
consent of the undersigned to any further amendments to the Credit Agreement
shall not be required as a result of this consent having been obtained, except
to the extent, if any, required by the Loan Documents referred to above.
"GUARANTORS"
FOUNTAIN VIEW HOLDINGS, INC. LOCOMOTION THERAPY, INC.
LOCOMOTION HOLDINGS, INC. ON-TRACK THERAPY CENTER, INC.
FOUNTAIN VIEW MANAGEMENT, INC.
SYCAMORE PARK CONVALESCENT
HOSPITAL By
AIB CORP. -------------------------------
ELMCREST CONVALESCENT HOSPITAL Name: Robert M. Snukal
BRIER OAK CONVALESCENT, INC. Title: Chief Executive Officer
BIA HOTEL CORP.
RIO HONDO NURSING CENTER SUMMIT CARE TEXAS, L.P.
FOUNTAINVIEW CONVALESCENT HOSPITAL
ALEXANDRIA CONVALESCENT HOSPITAL, By: Summit Care Management Texas Equity, Inc., in
INC. its capacity as general partner
I.'N O., INC.
SUMMIT CARE CORPORATION
SUMMIT CARE-CALIFORNIA, INC. By
SUMMIT CARE-TEXAS NO. 2, INC. -----------------------------------------
SUMMIT CARE-TEXAS NO. 3, INC. Name: Robert M. Snukal
SUMMIT CARE PHARMACY, INC. Title: President
SKILLED CARE NETWORK
SUMMIT CARE TEXAS EQUITY, INC. By: Summit Care Texas Equity, Inc., in
SUMMIT CARE MANAGEMENT TEXAS, INC. its capacity as limited partner
SNF PHARMACY, INC.
FV-SCC ACQUISITION CORP. By
-----------------------------------------
By Name: Robert M. Snukal
----------------------------- Title: President
Name: Robert M. Snukal
Title: President