Exhibit 10.54
AMENDMENT NO. 1 TO SECURED TERM NOTE
THIS AMENDMENT NO. 1 TO SECURED TERM NOTE (the "Amendment") is hereby
entered into as of the 19th day of March, 2001, between PHC OF MICHIGAN, INC., a
Massachusetts corporation ("Borrower"), and HELLER HEALTHCARE FINANCE, INC.
(f/k/a HEALTHCARE FINANCIAL PARTNERS - FUNDING II, L.P.), a Delaware limited
partnership ("Lender").
WHEREAS, Borrower has executed that certain Secured Term Note (the "Note"
dated March 12, 1997 in the principal sum of One Million One Hundred and 00/100
Dollars($110,000.00) in favor of Lender.
WHEREAS, Borrower and Lender desire to amend the Note pursuant to the terms
and conditions of this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Capitalized terms used and not otherwise defined in this Amendment shall
have the meanings given to them in the Note.
2. Borrower and Lender affirm that, as of the date of this Amendment, the
outstanding principal balance under the Note is Seven Hundred Seventy Nine
Thousand One Hundred Sixty Six and 65/100 Dollars ($779,166.65).
3. Section 2 of the Note is hereby amended and restated in its entirety to
read as follows:
"2. Principal and Interest. Borrower promises to pay to Lender interest on
the Principal Sum at a fluctuating rate per annum (on the basis of the actual
number of days elapsed over a year of 360 days) equal to the Prime Rate plus
five percent (Prime plus 5.00%) (the "Base Rate"), provided that after an Event
of Default such rate shall be equal to the Base Rate plus five percent (5%). For
purposes of the foregoing, the term "Prime Rate" means that rate of interest
designated as such by Fleet National Bank of Connecticut, N.A., or any successor
thereto, as the same may from time to time fluctuate.
On April 30, 2001, and on the last Business Day of each month
thereafter through and including June 30, 2001, Borrower will
make one of three (3) equal monthly installment payments of
principal, each of which is equal to Ten Thousand and 00/100
Dollars ($10,000.00) per installment, together with accrued
interest on each such installment calculated at the Base Rate. On
July 31, 2001, and on the last Business Day of each month
thereafter through and including February 28, 2003, Borrower will
make one of twenty (20) equal monthly
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installment payments of principal, each of which is equal to
Twenty Thousand and 00/100 Dollars ($20,000.00) per installment,
together with accrued interest on each such installment
calculated at the Base Rate. On March 12, 2003 (the "Maturity
Date") Borrower shall make a balloon principal installment of the
then remaining principal of Three Hundred Forty-Nine Thousand One
Hundred Sixty-Six and 65/100 Dollars ($349,166.65), together with
all accrued and unpaid interest. After the Maturity Date and
until the entire Principal Sum shall be paid in full, the amount
of the Principal Sum then outstanding shall bear interest,
payable on demand, at the Base Rate plus five percent (5%), but
in no event to exceed the maximum lawful rate."
4. Borrower hereby (a) confirms that all of the representations and
warranties set forth in Section 10 of the Note ("Representations") are true and
correct with respect to such Borrower, and (b) specifically represents and
warrants to Lender that it has good and marketable title to all of its
respective Collateral, free and clear of any lien or security interest in favor
of any other person or entity.
5. Borrower hereby confirms that no Event of Default exists as are defined
in Section 12 of the Note ("Events of Default"). -
6. This Amendment may be executed in several counterparts, and each copy so
executed shall be deemed an original.
7. Except as expressly stated in this Amendment, the terms, conditions, and
provisions of the Note, as amended by this Amendment, shall remain in full force
and effect and shall not be modified or otherwise effected by the execution of
this Amendment.
8. This Amendment shall be governed by and construed in accordance with the
laws of the State of Maryland.
[SIGNATURES FOLLOWS)
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IN WITNESS WHEREOF, the parties have executed or caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.
BORROWER:
Attest: PHC OF MICHIGAN, INC.
(Seal) a Massachusetts corporation
By: /s/ Paula C. Wurts By: /s/ Bruce A. Shear
Name Paula C. Wurts Name: Bruce A. Shear
Title: Chief Financial officer Title: President
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