Exhibit 4
WAIVER AND NINTH AMENDMENT
--------------------------
March 7, 1995
Citibank, N.A., as Agent
c/o Citicorp North America, Inc.
1400 Trammell Crow Center
2001 Ross Avenue
Dallas, TX 75201
Attention: Mr. Richard J. Sirchio
RE: Waiver and Ninth Amendment
--------------------------
Ladies and Gentlemen:
Reference is made to the Amended and Restated Credit Agreement among
Continental Medical Systems, Inc., a Delaware corporation ("Borrower"), the
Lenders from time to time party thereto (the "Lenders"), NationsBank of
Tennessee, N.A., a national banking association, successor by assignment to
Maryland National Bank, as Co-Agent, and Citibank, N.A., a national banking
association, as Agent ("Agent"), dated as of August 28, 1991, as amended as of
December 31, 1991, March 31, 1992, July 8, 1992, September 23, 1992, February
26, 1993, March 26, 1993, December 10, 1993 and June 17, 1994 (the "Credit
Agreement"). Unless otherwise defined herein, terms are used herein as defined
in the Credit Agreement.
The purpose of this letter is to request the agreement of Agent and
the Majority Lenders to waive the condition set forth in Section 6.20(c)(i)(B)
of the Credit Agreement (for fiscal quarters beginning after December 31, 1994)
and to amend Section 6.20(c)(iii)(A) of the Credit Agreement in connection with
Borrower's purchase from time to time after the date hereof of Debt outstanding
under the Subordinate Debt Indentures. To date, Borrower has spent an aggregate
of approximately $64.35 million to repurchase approximately $71.9 million
principal amount of such Debt (including approximately $19.5 million spent
during the current fiscal quarter) in accordance with Section 6.20 of the Credit
Agreement.
The amendment requested for Section 6.20(c)(iii)(A) of the Credit
Agreement is that the ratio in such section be changed from "0.75 to 1.00" to
"1.15 to 1.00". In addition, the Credit Agreement would be further amended to
provide for a related amendment fee by adding a new Section 2.03(i) to read as
follows:
(i) The Borrower agrees to pay to Agent, for the account of each
Lender who executes the Ninth Amendment to this Agreement, an amendment fee
equal to 0.075% times the amount of such Lender's Specified Percentage of
the Commitment as of the date of the Ninth Amendment to this Agreement,
payable on or before August 31, 1995, unless on or before such date each
Lender (or its assignee pursuant to Section 9.04(a) hereof) consents in
writing to an extension of the Conversion Date for at least one year. The
Borrower acknowledges that the Lenders have no obligation to consent to any
such extension.
In order to induce Agent and the Lenders to agree to such waiver and
amendments, Borrower hereby represents and warrants that (a) there exists no
Default or Event of Default under the Credit Agreement on the date hereof, (b)
the representations and warranties set forth in Article V of the Credit
Agreement are true and correct on the date hereof, and (c) Borrower has complied
with all agreements and conditions to be complied with by it under the Credit
Agreement and the other Loan Papers by the date hereof.
Borrower also agrees that such waiver shall extend only to the
requirements of the Credit Agreement to the limited extent expressly provided
herein and shall not be deemed to extend to any other or additional state of
facts or circumstance or any other covenant, obligation, representation or
warranty of any party to the Credit Agreement or the other Loan Papers. Borrower
also agrees that, except as waived and amended hereby, the Credit Agreement and
the other Loan Papers, and each term, condition, covenant, obligation,
representation and warranty thereunder, shall otherwise be and remain in full
force and effect.
Borrower and, by their signatures, Agent and the Lenders acknowledge
and agree (a) that this letter embodies the entire agreement of the parties, may
not be contradicted by evidence of prior, contemporaneous or subsequent oral
agreements, and supersedes any prior agreements or understandings, with respect
to the subject matter hereof and (b) that the waiver and amendments requested
hereby shall be governed by and construed in accordance with the laws of the
State of New York and the United States of America.
2
We ask Agent and the Lenders to confirm their agreement to the waiver
and amendments requested hereby by signing the enclosed counterparts of this
letter in the space provided below, such waiver and amendments to be effective
when signed by the Majority Lenders and consented to by the Subsidiary
Guarantors and Borrowing Subsidiaries listed on the consent and agreement
attached hereto.
Sincerely,
CONTINENTAL MEDICAL SYSTEMS, INC., a
Delaware corporation
By:
Dennis L. Lehman,
Senior Vice President
WAIVER GRANTED AND AMENDMENT AGREED TO:
Agent:
CITIBANK, N.A., as Agent Dated: March 7, 1995
By: /s/ Barbara A. Cohen
------------------------------------
Barbara A. Cohen
Title: Vice President
Lenders:
CITIBANK, N.A., individually Dated: March 7, 1995
By: /s/ Barbara A. Cohen
------------------------------------
Barbara A. Cohen
Title: Vice President
NATIONSBANK OF TENNESSEE, N.A. Dated: March 8, 1995
(formerly known as Sovran
Bank/Tennessee)
By: /s/ Patrick J. Neal
------------------------------------
Patrick J. Neal
Title: Assistant Vice President
[SIGNATURES CONTINUED ON NEXT PAGE]
MELLON BANK, N.A. Dated: March 8, 1995
By: /s/ Daniel T. Weick
------------------------------------
Daniel T. Weick
Title: Assistant Vice President
PNC BANK, NATIONAL ASSOCIATION Dated: March 7, 1995
(formerly known as Pittsburgh
National Bank)
By: /s/ Robert J. Courie
------------------------------------
Robert J. Courie
Title: Commercial Banking Officer
THE BANK OF CALIFORNIA, N.A. Dated: March 7, 1995
By: /s/ Albert W. Kelley
------------------------------------
Albert W. Kelley
Title: Vice President
THE CHASE MANHATTAN BANK, N.A. Dated: March 7, 1995
By: /s/ Nina W. Lihn
------------------------------------
Nina W. Lihn
Title: Managing Director
3
CORESTATES BANK, N.A. Dated: March 7, 1995
By: /s/ Paul Hogan
----------------------------------
Paul Hogan
Title: Assistant Vice President
4
CONSENT AND AGREEMENT
The undersigned, being Subsidiary Guarantors and Borrowing
Subsidiaries (each as defined in the Credit Agreement), hereby consent and
agree, as of March 7, 1995, to the foregoing Waiver and Ninth Amendment to the
Credit Agreement and hereby confirm their respective guarantees and grants of
security interests and other obligations under the Loan Papers (as defined in
the Credit Agreement), which shall remain in full force and effect and be
applicable to the Credit Agreement and the Loan Papers, as waived and amended by
the foregoing Waiver and Ninth Amendment.
APCO MEDICAL LABORATORIES, INC.
BATON ROUGE REHAB, INC.
BRAINTREE REHABILITATION VENTURES,
INC.
CENTRAL ARIZONA REHABILITATION
HOSPITAL, INC.
CENTRAL ARKANSAS OUTPATIENT CENTERS,
INC.
CHICO REHABILITATION HOSPITAL, INC.
CLEAR LAKE REHABILITATION HOSPITAL,
INC.
CMS ADMINISTRATIVE SERVICES, INC.
(formerly Capital Rehabilitation
Hospital, Inc.) (formerly New London
Rehabilitation Hospital, Inc.)
CMS ALEXANDRIA REHABILITATION, INC.
CMS BATON ROUGE REHABILITATION, INC.
CMS BEAUMONT REHABILITATION, INC.
CMS CONTRA COSTA CLINIC, INC. (formerly
Unit Management Group, Inc., formerly
Northeast Wisconsin Rehabilitation
Hospital, Inc.)
CMS DENVER REHABILITATION, INC.
CMS DEVELOPMENT AND MANAGEMENT
COMPANY, INC.
CMS ELIZABETHTOWN, INC.
CMS FAYETTEVILLE REHABILITATION, INC.
CMS FORT WORTH REHABILITATION, INC.
CMS FRESNO REHABILITATION, INC.
CMS HOUSTON REHABILITATION, INC.
CMS KANSAS CITY REHABILITATION, INC.
CMS OF OHIO, INC.
CMS OUTPATIENT CENTERS OF NORTH TEXAS,
INC.
CMS OUTPATIENT CENTERS OF SOUTH TEXAS,
INC.
CMS OUTPATIENT REHABILITATION SERVICES,
INC. (formerly Fairfield
Rehabilitation Hospital, Inc.)
CMS PENNSYLVANIA, INC.
(formerly CMS Pennsylvania
Rehabilitation, Inc.)
CMS REHABILITATION CENTER OF HIALEAH,
INC.
CMS RUSTON REHABILITATION, INC.
CMS SAN DIEGO REHAB, INC.
CMS SHERWOOD REHABILITATION, INC.
5
CMS SOUTH MIAMI REHAB, INC.
CMS SPORTSMED CLINIC, INC.
(formerly CMS Los Gatos, Inc.)
CMS THERAPIES, INC. (formerly Premier
Rehabilitation Services, Inc.)
(formerly Communi-Care of America,
Inc.) (SPECIFIED DEBT)
CMS THERAPIES MANAGEMENT, INC.
(formerly Premier Rehabilitation
Management, Inc.) (formerly
Communi-Care/Pro Rehab Management,
Inc.) (formerly Alta Petens, Inc.)
(SPECIFIED DEBT)
CMS THERAPIES PROVIDER, INC.
(formerly Premier Rehab, Inc.)
(formerly Pro-Rehab, Inc.)
(SPECIFIED DEBT)
CMS THERAPY SERVICES, INC.
(formerly Advanced Care Medicine,
Inc.)
CMS TOPEKA REHABILITATION, INC.
CMS TRI-CITIES REHABILITATION
HOSPITAL, INC.
CMS TUSTIN REHABILITATION, INC.
CMS WICHITA REHABILITATION, INC.
CMS WORK-ABLE, INC.
CMS WORK-ABLE OF PARAGOULD, INC.
CMS WORKNET OF BATON ROUGE, INC.
CMSI SYSTEMS OF TEXAS, INC.
COLORADO OUTPATIENT CENTERS, INC.
(formerly CMS Kokomo Rehabilitation,
Inc.)
COMPHEALTH, INC.
COMPHEALTH MEDICAL STAFFING, INC.
CONTINENTAL MEDICAL OF ARIZONA, INC.
CONTINENTAL MEDICAL OF COLORADO, INC.
CONTINENTAL MEDICAL OF KENTUCKY, INC.
CONTINENTAL MEDICAL OF PALM BEACH,
INC.
CONTINENTAL MEDICAL SYSTEMS OF
FLORIDA, INC.
CONTINENTAL REHAB OF W.F., INC.
CONTINENTAL REHABILITATION HOSPITAL OF
ARIZONA, INC.
ELIZABETHTOWN MANAGEMENT COMPANY, INC.
FAIRLAND NURSING AND RETIREMENT HOME,
INC.
GREAT PLAINS REHABILITATION HOSPITAL,
INC.
HCA WESLEY REHABILITATION CLINIC OF
LIBERAL, INC. (formerly CMS Chico
Rehabilitation, Inc.)
HCA WESLEY REHABILITATION HOSPITAL,
INC. (SPECIFIED DEBT)
HIALEAH CONVALESCENT CENTERS, INC.
INDIANA OUTPATIENT CENTERS, INC.
6
INNOVATIVE HEALTH ALLIANCES, INC.
(formerly InterNet Health
Alliance, Inc.)
(formerly Memphis Rehabilitation
Hospital, Inc.)
K.C. REHABILITATION HOSPITAL, INC.
(SPECIFIED DEBT)
KANSAS OUTPATIENT CENTERS, INC.
KENTFIELD HOSPITAL CORPORATION
KOKOMO REHABILITATION HOSPITAL, INC.
LOUISIANA OUTPATIENT CENTERS, INC.
MANAGEMENT CARE THERAPY SERVICES, INC.
MARYLAND REHABILITATION HOSPITAL, INC.
MID-AMERICA OUTPATIENT CENTERS, INC.
(formerly Pikeville Rehabilitation
Hospital, Inc.)
NEVADA REHABILITATION HOSPITAL, INC.
NORTHEAST ARKANSAS REHABILITATION
UNIT, INC.
NORTHEAST OKLAHOMA REHABILITATION
HOSPITAL, INC.
NORTH LOUISIANA REHABILITATION CENTER,
INC. (SPECIFIED DEBT)
NORTHERN VIRGINIA REHABILITATION
HOSPITAL, INC. (formerly Iliff
Nursing Home, Inc.)
ORANGE REHABILITATION HOSPITAL, INC.
P.G. REHAB HOSPITAL, INC.
PALM SPRINGS REHABILITATION HOSPITAL,
INC.
PARK MANOR NURSING HOME, INC.
PHYSICAL THERAPY SOURCE, INC.
(formerly Hartford Rehabilitation
Hospital, Inc.)
PINELLAS-RODRIGUEZ REHABILITATIVE
ASSOCIATES LIMITED, INC.
PREMIER ANCILLARY SERVICES, INC.
(formerly RMS Clinics, Inc. and
Continental Rehabilitation of
Alexandria, Inc.)
PRO THERAPY OF AMERICA, INC.
PROFESSIONAL MANAGEMENT RESOURCES, INC.
PROFESSIONAL THERAPY INTERNATIONAL,
INC.
PROFESSIONAL THERAPY STAFFING, INC.
RCM MANAGEMENT COMPANY, INC.
REHAB JOINT VENTURES, INC.
REHAB RESOURCES, INC. (formerly Rehab
America Management Services, Inc.)
REHABILITATIVE ASSOCIATES, INC.
REHABILITATION HOSPITAL OF COLORADO
SPRINGS, INC.
REHABILITATION HOSPITAL OF FORT WAYNE,
INC.
REHABILITATION HOSPITAL OF NEVADA - LAS
VEGAS, INC. (formerly SR Sub, Inc.)
REHABILITATION HOSPITAL OF PLANO, INC.
7
REHABWORKS, INC.
REHABWORKS OF CALIFORNIA, INC.
(formerly, California Therapy, Inc.)
ROMANO REHABILITATION HOSPITAL, INC.
SD ACQUISITION CORPORATION
SD PARTNERS, INC.
SAN BERNARDINO REHABILITATION
HOSPITAL, INC.
SELECTREHAB, INC. (formerly CMS Unit
Management, Inc.)
SHERWOOD REHABILITATION HOSPITAL, INC.
SIERRA PAIN AND OCCUPATIONAL
REHABILITATION CENTER, INC.
(formerly Coastal Empire
Rehabilitation Hospital, Inc.)
SOUTHEAST TEXAS REHABILITATION
HOSPITAL, INC.
TARRANT COUNTY REHABILITATION
HOSPITAL, INC.
TERRE HAUTE REHABILITATION HOSPITAL,
INC.
THE KELTON CORPORATION
THE NURSING HOME AT CHEVY CHASE, INC.
THE REHAB SOURCE, INC.
TULSA REHABILITATION HOSPITAL, INC.
TYLER REHABILITATION HOSPITAL, INC.
WESTERN NEURO CARE, INC.
WESTERN NEUROLOGIC RESIDENTIAL
CENTERS, INC.
WESTERN NEURO RESIDENTIAL, INC.
WICHITA FALLS REHABILITATION HOSPITAL,
INC.
BEAUMONT REHAB ASSOCIATES LIMITED PARTNERSHIP (SPECIFIED DEBT)
By Southeast Texas Rehabilitation
Hospital, Inc., General Partner
CENTRAL ARKANSAS REHABILITATION ASSOCIATES, L.P. (SPECIFIED DEBT)
By Sherwood Rehabilitation
Hospital, Inc., General Partner
CENTRAL LOUISIANA REHAB ASSOCIATES, L.P. (SPECIFIED DEBT)
By CMS Alexandria Rehabilitation,
Inc., General Partner
CMS REHAB OF W.F., L.P. (SPECIFIED DEBT)
By Continental Rehab of W.F.,
Inc., General Partner
CMS REHABILITATION CENTER OF SOUTH MIAMI (SPECIFIED DEBT)
By CMS South Miami Rehab, Inc.,
General Partner
COLLIN COUNTY REHAB ASSOCIATES LIMITED PARTNERSHIP (SPECIFIED DEBT)
By Rehabilitation Hospital of
Plano, Inc., General Partner
HELMWOOD ASSOCIATES LIMITED PARTNERSHIP (SPECIFIED DEBT)
By CMS Elizabethtown, Inc.,
General Partner
HOUSTON REHABILITATION ASSOCIATES (SPECIFIED DEBT)
By Romano Rehabilitation Hospital,
Inc., General Partner
KOKOMO REHABILITATION HOSPITAL, L.P.
8
By Kokomo Rehabilitation Hospital,
Inc., General Partner
LAKEVIEW REHABILITATION GROUP PARTNERS (SPECIFIED DEBT)
By Continental Medical Of Kentucky,
Inc., General Partner
MARYLAND REHAB ASSOCIATES, L.P.
By Maryland Rehabilitation
Hospital, Inc., General Partner
MEMPHIS REHAB ASSOCIATES, LIMITED
PARTNERSHIP (SPECIFIED DEBT)
By CMS Tri-Cities Rehabilitation
Hospital, Inc., General Partner
NORTHEAST OKLAHOMA REHAB ASSOCIATES, L.P.
By Northeast Oklahoma Rehabilitation
Hospital, Inc., General Partner
NORTHERN RHODE ISLAND REHAB MANAGEMENT ASSOCIATES, L.P. (SPECIFIED DEBT)
By Braintree Rehabilitation
Ventures, Inc., General Partner
NORTHWEST ARKANSAS REHABILITATION ASSOCIATES (SPECIFIED DEBT)
By CMS Fayetteville
Rehabilitation, Inc., General
Partner
) PHYSICAL THERAPY AND SPORTS MEDICINE CENTER PARTNERSHIP (SPECIFIED DEBT
By Pro Therapy of America, Inc.,
General Partner
PRIDE/BRAINTREE JOINT VENTURE
By Braintree Rehabilitation
Ventures, Inc., General Partner
REHAB HOSPITAL OF FORT WAYNE GENERAL PARTNERSHIP (SPECIFIED DEBT)
By Rehabilitation Hospital of Fort
Wayne, Inc.
REHABILITATION HOSPITAL OF NEVADA -
LAS VEGAS, L.P.
By Rehabilitation Hospital of Nevada-
Las Vegas, Inc., General Partner
RENO REHAB ASSOCIATES, LIMITED
PARTNERSHIP
By Nevada Rehabilitation Hospital,
Inc., General Partner
SAN BERNARDINO REHABILITATION HOSPITAL (SPECIFIED DEBT)
By San Bernardino Rehabilitation
Hospital, Inc., General Partner
SAN DIEGO HEALTH ASSOCIATES LIMITED PARTNERSHIP
By SD Acquisition Corporation,
General Partner
SAN DIEGO REHAB LIMITED PARTNERSHIP (SPECIFIED DEBT)
By San Diego Rehabilitation
Associates, General Partner
By CMS San Diego Rehab, Inc.,
General Partner
SAN DIEGO REHABILITATION ASSOCIATES (SPECIFIED DEBT)
By CMS San Diego Rehab, Inc.,
General Partner
SAN JOAQUIN VALLEY REHABILITATION
HOSPITAL, A DELAWARE LIMITED
9
PARTNERSHIP (SPECIFIED DEBT)
By Orange Rehabilitation Hospital,
Inc., General Partner
SOUTHERN ARIZONA REGIONAL REHABILITATION HOSPITAL, L.P. (SPECIFIED DEBT)
By Continental Rehabilitation
Hospital of Arizona, Inc.,
General Partner
SPORTSMED ASSOCIATES (SPECIFIED DEBT)
By CMS Sportsmed Clinic, Inc.,
General Partner
TERRE HAUTE REGIONAL REHABILITATION HOSPITAL, L.P. (SPECIFIED DEBT)
By Terre Haute Rehabilitation
Hospital, Inc., General Partner
TRI-CITIES REHABILITATION HOSPITAL, L.P. (SPECIFIED DEBT)
By CMS Tri-Cities Rehabilitation
Hospital, Inc., General Partner
TULSA REHAB HOSPITAL, L.P.
By Tulsa Rehabilitation Hospital,
Inc., General Partner
TYLER REHAB ASSOCIATES, L.P. (SPECIFIED DEBT)
By Tyler Rehabilitation Hospital,
Inc., General Partner
WEST GABLES REHABILITATION HOSPITAL,
LTD. (formerly South Dade Nursing Home,
Ltd.) (SPECIFIED DEBT)
By Continental Medical Systems of
Florida, Inc., General Partner
By: /s/ Dennis L. Lehman
-----------------------------------
Dennis L. Lehman, Vice President
ACMED THERAPY TECHNOLOGIES CORP.
CHS THERAPY TECHNOLOGIES CORP.
CMS CAPITAL VENTURES, INC.
CMS REHAB TECHNOLOGIES CORP.
COA THERAPY TECHNOLOGIES CORP.
REHAB CONCEPTS CORP.
RWI THERAPY TECHNOLOGIES CORP.
VTA THERAPY TECHNOLOGIES CORP. (formerly
CMS Appleton Rehabilitation, Inc.)
By: /s/ William L. Pegler
------------------------------------
William L. Pegler, Vice President
KANSAS REHABILITATION HOSPITAL, INC. (SPECIFIED DEBT)
By: /s/ Anthony F. Misitano
------------------------------------
Anthony F. Misitano, Vice President
CMS SAN DIEGO SURGICAL, INC.
By: /s/ David G. Nation
------------------------------------
David G. Nation, Vice President
10
CMS PHYSICIAN SERVICES, INC.
(formerly CMS Washington
Rehabilitation, Inc.)
(formerly Ranier Regional
Rehabilitation Hospital, Inc.)
ENCOMPUS, INC.
KRON CLINICAL SERVICES, L.P.
(SPECIFIED DEBT)
By CMS Physician Services, Inc.,
General Partner
VTA MANAGEMENT SERVICES, INC.
By: /s/ Dennis L. Lehman
------------------------------------
Dennis L. Lehman, Treasurer
LAFAYETTE REHABILITATION HOSPITAL, INC.
(formerly New Bern Rehabilitation
Hospital, Inc.)
LAFAYETTE REHAB ASSOCIATES, LIMITED PARTNERSHIP
By Lafayette Rehabilitation Hospital,
Inc., General Partner
By: /s/ Edward T. Stinson
-----------------------------------
Edward T. Stinson, President
MANCOR MEDICAL MANAGEMENT COMPANY, INC.
MEDICAL MANAGEMENT ASSOCIATES, INC.
By: /s/ H. Ted Levenson
-----------------------------------
H. Ted Levenson, President
REHAB CONNECTION, INC.
THERAPY SOURCE, INC.
By: /s/ Deborah Myers Welsh
-----------------------------------
Deborah Myers Welsh, Vice President
11