Exhibit 10.30
FIRST AMENDMENT
TO
STOCK PLEDGE AND SECURITY AGREEMENTS
THIS FIRST AMENDMENT TO STOCK PLEDGE AND SECURITY AGREEMENTS is made this
_____ day of April, 1996 by FPM BEHAVIORAL HEALTH, INC., a Delaware corporation
(hereinafter "FPM"), FLORIDA PSYCHIATRIC MANAGEMENT, INC., a Florida corporation
(hereinafter "Florida Psychiatric"), and FPMBH CLINICAL SERVICES, INC., a
Delaware corporation (hereinafter "FPMBH") (hereinafter collectively "Pledgors")
and FIRST UNION NATIONAL BANK OF FLORIDA, a national banking association
organized and existing under the laws of the United States of America
(hereinafter "Lender").
W I T N E S S E T H:
WHEREAS, Lender is the owner and holder of (i) that certain Term Note from
FPM to Lender dated April 28, 1995 in the original principal amount of ONE
MILLION SIX HUNDRED SIXTY-SEVEN THOUSAND AND NO/100 DOLLARS ($1,667,000.00) (the
"Term Note") and (ii) that certain Line of Credit Promissory from FPM to Lender
dated April 28, 1995 in the face amount of FOUR MILLION TWO HUNDRED THOUSAND AND
NO/100 DOLLARS ($4,200,000.00) (the "Line of Credit Note"); and
WHEREAS, the Line of Credit Note has been renewed, amended, restated and
split into two (2) Promissory Notes (together the "Renewal Notes") described as
follows: (a) that certain Amended, Restated and Renewal Note made by FPM in
favor of Lender of even date herewith in the face amount of $1,500,000.00,
having a current outstanding principal balance of $971,918.67, and (b) that
certain Amended, Restated and Renewal Term Promissory Note made by FPM in favor
of Lender of even date herewith in the face amount and with a current
outstanding principal balance of $100,000.00; and
WHEREAS, the Term Note and the Line of Credit Note, as amended, restated,
renewed and split into the Renewal Notes, are secured by that certain Loan and
Security Agreement between FPM and Lender dated April 6, 1995, as amended of
even date herewith (the "Loan Agreement"); and
WHEREAS, the Term Note and the Line of Credit Note are further secured by a
pledge of certain stock as evidenced by: (a) those certain separate Stock Pledge
and Security Agreements dated April 28, 1995 made by each Pledgor in favor of
Lender, (b) that certain Stock Pledge and Security Agreement dated June 19, 1995
made by FPM in favor of Lender with respect to the pledge of the stock of FPM of
Ohio, Inc., and (c) that certain Collateral Assignment of Joint
Venture/Partnership Interest and Security Agreement made by FPM in favor of
Lender dated June 19, 1995 with respect to the pledge of a 50% venture interest
in Green Spring Behavioral Health of
Florida Co., a Florida joint venture/partnership) (hereinafter collectively the
"Pledge Agreements"); and
WHEREAS, FPM has requested that in connection with the modification of the
Line of Credit Note and Loan Agreement Lender provide FPM an additional line of
credit in the amount of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00)
which is to be evidenced by an Overline Line of Credit Note in such amount from
FPM to Lender of even date herewith (the "Overline Note"); and
WHEREAS, Lender has agreed to modify the Line of Credit Note and Loan
Agreement and to provide a new line of credit to FPM in the amount of FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) provided that Pledgors
acknowledge their continuing obligations pursuant to the Pledge Agreements
notwithstanding any such modifications, and provided that Pledgors amend the
Pledge Agreements to provide that they also secure FPM's payment and performance
of its obligations under the Overline Note; and
WHEREAS, Pledgors wish to acknowledge their continuing obligations pursuant
to the Pledge Agreements notwithstanding any such modifications and wish to
amend the Pledge Agreements to secure FPM's payment and performance of its
obligations under the Overline Note; and
NOW THEREFORE, in consideration of the foregoing, Pledgors hereby covenant
and agree as follows:
1. AMENDMENT TO PLEDGE AGREEMENT. Each Pledgor hereby amends its
-----------------------------
respective Pledge Agreement such that the term "Notes" as used in the Pledge
Agreements shall, from and after the date hereof be deemed to mean, and the
Pledge Agreements shall be deemed to secure FPM's payment of, the Term Note and
the Line of Credit Note, as amended, restated, renewed and split concurrently
herewith into the Renewal Notes, and the Overline Note.
2. ACKNOWLEDGMENT OF CONTINUING PLEDGE. Each Pledgor hereby acknowledges
-----------------------------------
its continuing obligations pursuant to its Pledge Agreement and agrees that its
Pledge Agreement shall remain in full force and effect notwithstanding the
modifications described above and effected by the documents described herein.
3. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. In order to induce
-----------------------------------------------
Lender to provide the line of credit evidenced by the Overline Note and to make
the modifications to the Loan Agreement and other documents described herein,
Pledgors hereby reaffirm as of the date hereof all of the representations and
warranties made by Pledgors under the Pledge Agreements.
4. MISCELLANEOUS. Except for the changes and modifications effected
-------------
hereby, it is expressly agreed that the Pledge Agreements shall remain in full
force and effect in strict accordance with their terms. This First Amendment
shall be binding upon and shall inure to the
2
benefit of, the heirs, executors, administrators, personal representatives,
successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Stock Pledge and Security Agreements as of the day and year first above
written.
FIRST UNION NATIONAL BANK OF
FLORIDA, a national banking association
By:
- ----------------------------------- ------------------------------------
Name: Lisa Simington, Vice President
------------------------------
- -----------------------------------
Name:
------------------------------
FPM BEHAVIORAL HEALTH, INC., a
Delaware corporation
By:
- ----------------------------------- ------------------------------------
Name: Warwick D. Syphers,
------------------------------ Executive Vice President
- -----------------------------------
Name:
------------------------------
FLORIDA PSYCHIATRIC
MANAGEMENT, INC., a Florida
corporation
By:
- ----------------------------------- ------------------------------------
Name: Warwick D. Syphers,
------------------------------ Executive Vice President
- -----------------------------------
Name:
------------------------------
3
4
FPMBH CLINICAL SERVICES, INC., a
Delaware corporation
By:
- ----------------------------------- ------------------------------------
Name: Warwick D. Syphers,
------------------------------ Executive Vice President
- -----------------------------------
Name:
------------------------------
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me on April _____, 1996 by
Lisa Simington as Vice President of FIRST UNION NATIONAL BANK OF FLORIDA, a
national banking association, on behalf of the bank. She is personally known to
me or produced _______________________________________ as identification and did
not take an oath.
----------------------------------------
NOTARY SIGNATURE
----------------------------------------
PRINTED NOTARY SIGNATURE
Notary Public, State of Florida
Commission Number:______________________
My Commission Expires:__________________
STATE OF
--------------------
COUNTY OF
-------------------
The foregoing instrument was acknowledged before me on April _____, 1996 by
Warwick D. Syphers as Executive Vice President of FPM BEHAVIORAL HEALTH, INC., a
Delaware corporation on behalf of the corporation. He is personally known to me
or produced _______________________________________ as identification and did
not take an oath.
----------------------------------------
NOTARY SIGNATURE
----------------------------------------
PRINTED NOTARY SIGNATURE
Notary Public, State of _____________
Commission Number:______________________
My Commission Expires:__________________
5
STATE OF
--------------------
COUNTY OF
-------------------
The foregoing instrument was acknowledged before me on April _____, 1996 by
Warwick D. Syphers as Executive Vice President of FLORIDA PSYCHIATRIC
MANAGEMENT, INC., a Florida corporation on behalf of the corporation. He is
personally known to me or produced ___________________________________ as
identification and did not take an oath.
----------------------------------------
NOTARY SIGNATURE
----------------------------------------
PRINTED NOTARY SIGNATURE
Notary Public, State of _____________
Commission Number:______________________
My Commission Expires:__________________
STATE OF
--------------------
COUNTY OF
-------------------
The foregoing instrument was acknowledged before me on April _____, 1996 by
Warwick D. Syphers as Executive Vice President of FPMBH CLINICAL SERVICES, INC.,
a Delaware corporation on behalf of the corporation. He is personally known to
me or produced _________________________________________ as identification and
did not take an oath.
----------------------------------------
NOTARY SIGNATURE
----------------------------------------
PRINTED NOTARY SIGNATURE
Notary Public, State of _____________
Commission Number:______________________
My Commission Expires:__________________
6