Exhibit 10.46
$3,000,000.00
AMENDMENT NO. 2
TO
LOAN AND SECURITY AGREEMENT
originally dated as of February 18, 1998
by and among
PHC OF MICHIGAN, INC.
PHC OF VIRGINIA, INC.
PHC OF UTAH, INC.
(collectively, "Borrower")
and
HELLER HEALTHCARE FINANCE, INC.
(f/k/a HCFP FUNDING, INC.)
("Lender")
Amended as of May ___, 2001
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AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this "Amendment") is
made as of this ___ day of May, 2001, by and among PHC OF MICHIGAN, INC., a
Massachusetts corporation, PHC OF UTAH, INC., a Massachusetts corporation, and
PHC OF VIRGINIA, INC., a Massachusetts corporation (collectively, "Borrower"),
and HELLER HEALTHCARE FINANCE, INC. f/k/a HCFP FUNDING, INC., a Delaware
corporation ("Lender").
RECITALS
WHEREAS, pursuant to that certain Loan and Security Agreement dated as of
February 18, 1998 (as previously amended by that certain Amendment No. 1 to Loan
and Security Agreement dated as of February 17, 2000, as amended hereby and as
it may be further amended, modified and restated from time to time,
collectively, the "Loan Agreement") by and among Lender and Borrower, Lender
agreed to make available to Original Borrower a revolving credit loan (the
"Loan")
WHEREAS, Borrower and Lender wish to make certain additional changes to the
financing arrangements as set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing, the terms and conditions
set forth in this Amendment, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lender and Borrower
hereby agree as follows:
Section 1. Definitions. Unless otherwise defined in this Amendment, all
capitalized terms shall have the meanings assigned to such terms in the Loan
Agreement.
Section 2. Increase in Maximum Loan Amount. Effective as of the date of
this Amendment, Lender agrees to increase the Maximum Loan Amount from Two
Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) to Three
Million and No/100 Dollars ($3,000,000.00).
Section 3. Amendment to Loan Agreement.
(a) Section 2.1(a) of the Loan Agreement is hereby amended and restated to
read as follows:
(a) The maximum aggregate principal amount of credit extended by Lender to
Borrower hereunder (the "Loan") that will be outstanding at any time
is Three Million and No/100 Dollars ($3,000,000.00) (the "Maximum Loan
Amount").
(b) Section 2.8(a) of the Loan Agreement is hereby amended and restated to
read as follows:
(c) Subject to Lender's right to cease making Revolving Credit Loans to
Borrower upon or after any Event of Default, this Agreement shall be
in effect until February 18, 2003, and this Agreement shall
automatically renew itself for one-year periods thereafter. unless
terminated as provided in this Section 2.8."
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Section 4. Fee. In consideration of Lender's agreement to increase the
Maximum Loan Amount, Borrower agrees to unconditionally pay to Lender a fee (the
"Fee") equal to Seven Thousand Five Hundred and No/100 Dollars ($7,500.00).
Borrower hereby authorizes Lender to deduct the amount of the Fee from the next
Revolving Credit Loan made by Lender under the Loan Agreement after the
effective date hereof.
Section 5. Costs. Borrower shall be responsible for the payment of all
costs of Lender incurred in connection with the preparation of this Amendment,
including but not limited to the reasonable fees of Lender's in-house counsel.
Section 6. Effective Date. This Amendment shall be effective upon the
execution and delivery to Lender of this Amendment by each Borrower.
Section 7. Reference to the Effect on the Loan Agreement.
(a) Upon the effectiveness of the Amendment, each reference in the Loan
Agreement to "this agreement," "hereunder," "hereof," "herein" or words of
similar import shall be a reference to the Loan Agreement as amended by the
Amendment.
(b) Except as specifically amended above, the Loan Agreement and all other
Loan Documents shall remain in full force and effect, and are hereby ratified
and confirmed.
(c) The execution, delivery and effectiveness of the Amendment shall not,
except as expressly provided in this Amendment, operate as a waiver of any
right, power or remedy of Lender, nor constitute a waiver of any provision of
the Loan Agreement, or any other documents, instruments and agreements executed
or delivered in connection with the Loan Agreement.
Section 8. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of Maryland.
Section 9. Headings. Section headings in this Amendment are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
Section 10. Counterparts. This Amendment may be executed in counterparts,
and both counterparts taken together shall be deemed to constitute one and the
same instrument.
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the date first written above.
LENDER:
HELLER HEALTHCARE FINANCE, INC.
(f/k/a HCFP FUNDING, INC.), a Delaware
corporation
By: /s/ Brett Robinson
Name: Brett Robinson
Title: Vice President
BORROWER:
PHC OF MICHIGAN, INC., a Massachusetts
corporation
By: /s/ Paula C. Wurts
Name: Paula C. Wurts
Title: Chief Financial officer
PHC OF UTAH, INC., a Massachusetts
corporation
By: /s/ Paula C. Wurts
Name: Paula C. Wurts
Title: Chief Financial officer
PHC OF VIRGINIA, INC., a Massachusetts
corporation
By: /s/ Paula C. Wurts
Name: Paula C. Wurts
Title: Chief Financial officer