Exhibit 99.1
SECOND AMENDMENT AND WAIVER
TO REVOLVING CREDIT AND GUARANTY AGREEMENT
SECOND AMENDMENT AND WAIVER, dated as of February 14, 2001
(the "Amendment"), to the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of
June 22, 2000, among GENESIS HEALTH VENTURES, INC., a Pennsylvania corporation
(the "Borrower"), a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code, and each of the direct and indirect subsidiaries of the
Borrower party thereto (each a "Guarantor" and collectively, the "Guarantors"),
each of which Guarantors is a debtor and debtor-in-possession in a case pending
under chapter 11 of the Bankruptcy Code, MELLON BANK, N.A., a national banking
association ("Mellon"), as Arranger, FIRST UNION NATIONAL BANK, as Syndication
Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as Documentation Agent, THE CHASE
MANHATTAN BANK, as Co-Agent, each of the other financial institutions from time
to time party thereto (each of the foregoing financial institutions, together
with Mellon, the "Banks") and MELLON BANK, N.A., a national banking association,
as administrative agent (in such capacity, the "Agent") for the Banks. Unless
otherwise defined herein, all terms that are defined in the Credit Agreement (or
defined below) shall have the same meanings herein.
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
are parties to that certain Revolving Credit and Guaranty Agreement, dated as of
June 22, 2000, as amended by that certain First Amendment to Revolving Credit
and Guaranty Agreement, dated as of August 10, 2000 (as amended, and as the same
may be further amended, modified or supplemented from time to time, the "Credit
Agreement"); and
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
have agreed to amend the Credit Agreement as set forth herein; and
WHEREAS, from and after the Effective Date (as hereinafter
defined) of this Amendment, the Credit Agreement shall be amended, subject to
and upon terms and conditions set forth herein, as follows:
NOW, THEREFORE, it is agreed:
SECTION 1. Waiver. The Banks hereby waive (x) compliance by the Borrower and the
Guarantors with the provisions of Sections 5.01(b) and 5.01(d) of the Credit
Agreement with respect to the fiscal quarter ended December 31, 2000, provided
that the financial reports and certificate required to be delivered pursuant
thereto shall be delivered no later than April 2, 2001 and (y) any default or
Event of Default under the Credit Agreement (including, without limitation,
under Section 6.05) that was occasioned by the following asset impairment and
other non-recurring charges which were recorded by the Borrower in the fiscal
year ended September 30, 2000: (i) SFAS 121 and provisions for terminated
operations, and other asset impairments representing the write-down of goodwill
and other long-lived assets of acquired operations which are not deemed
recoverable in an aggregate amount of $148,900,000; (ii) debt restructuring and
reorganization charges representing costs associated with the Cases, employee
severance costs and investments in formerly managed operations in an aggregate
amount of $28,400,000; (iii) benefit-related costs in the amount of $12,600,000;
and (iv) costs associated with accounts receivable which are deemed
uncollectible in the amount of $7,600,000.
SECTION 2. Amendment to Section 5.01. Section 5.01 is hereby amended by (i)
redesignating clauses "(b)" through "(n)" as clauses "(d)" through "(p)", and
(ii) deleting clause (a) thereof in its entirety and inserting in lieu thereof
the following new clauses (a), (b), and (c):
"(a) within 90 days after the end of each fiscal year
and by April 2, 2001 for the fiscal year ended
September 30, 2000, the Borrower's consolidated
balance sheet and related statements of income and
cash flows, showing the financial condition of the
Borrower and its Subsidiaries (including Multicare)
on a consolidated basis as of the close of such
fiscal year and the results of their respective
operations during such year, the consolidated
statement of the Borrower to be audited for the
Borrower and its consolidated Subsidiaries (including
Multicare) by KPMG Peat Marwick or by other
independent public accountants of recognized national
standing acceptable to the Required Banks and
accompanied by an opinion of such accountant (which
shall not be qualified in any material respect other
than with respect to the Cases or a going concern
qualification) to the effect that such consolidated
financial statements fairly present the financial
condition and results of operations of the Borrower
and its Subsidiaries (including Multicare) on a
consolidated basis in accordance with GAAP.
(b) within 90 days after the end of each fiscal year
and April 2, 2001 for the fiscal year ended September
30, 2000, a combining schedule showing the financial
condition and results of operations of (i) Genesis,
together with its consolidated subsidiaries
(excluding Multicare), (ii) Multicare, together with
its consolidated subsidiaries, and (iii) any relevant
intercompany eliminations.
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(c) within 90 days after the end of each fiscal year
and by April 2, 2001 for the fiscal year ended
September 30, 2000, a schedule showing the financial
condition and operating results of Genesis, together
with its consolidated subsidiaries (excluding
Multicare), by major business lines during such
fiscal year."
SECTION 3 Amendment to Section 6.05. The table appearing in
Section 6.05 is hereby in its entirety to read as follows:
"Three Month Period Ending EBITDA
-------------------------- ------
January 31, 2001 $32,700,000
February 28, 2001 $30,000,000
March 31, 2001 $32,100,000
April 30, 2001 $35,100,000
May 31, 2001 $38,300,000
June 30, 2001 $39,900,000
July 31, 2001 $41,500,000
August 31, 2001 $44,300,000
September 30, 2001 $46,200,000
October 31, 2001 $46,400,000
November 30, 2001 $46,000,000
December 31, 2001 $46,800,000"
SECTION 4. Amendment to Section 7.01. Section 7.01(m) of the
Credit Agreement is hereby amended by inserting the phrase ", unexpired leases
of personal property" immediately following the words "assumed executory
contracts" appearing in clause (v) thereof.
SECTION 5. Representations and Warranties. The Borrower and
the Guarantors hereby represent and warrant that all of the representations and
warranties contained in the Loan Documents are true and correct on and as of the
date hereof as if made on and as of such date, both before and after giving
effect to this Amendment, and that no Event of Default or Default has occurred
and is continuing or exists or would occur or exist after giving effect to this
Amendment.
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SECTION 6. Conditions to Effectiveness. This Amendment shall
not become effective until the date (the "Effective Date") on which this
Amendment shall have been executed by the Borrower, the Guarantors, the Required
Banks and the Agent, and the Agent shall have received evidence satisfactory to
it of such execution, provided that, notwithstanding the occurrence of the
Effective Date, the effect of the amendments (but not the waivers) set forth
herein shall terminate and be of no further force or effect if on or before
April 2, 2001 the Bankruptcy Court shall not have entered an order reasonably
satisfactory in form and substance to the Agent approving the payment by the
Borrower to the Banks of an amendment fee in an amount equal to 1/2 of 1% of the
Total Commitment, such fee to be payable as an administrative expense upon the
effectiveness of a Reorganization Plan for the Borrower.
SECTION 7. Ratification. Except to the extent hereby amended,
the Credit Agreement and each of the Loan Documents remain in full force and
effect and are hereby ratified and affirmed.
SECTION 8. Costs and Expenses. The Borrower agrees that its
obligations set forth in Section 10.05 of the Credit Agreement shall extend to
the preparation, execution and delivery of this Amendment, including the
reasonable fees and disbursements of special counsel to the Agent.
SECTION 9. References. This Amendment shall be limited
precisely as written and shall not be deemed (a) to be a consent granted
pursuant to, or a waiver or modification of, any other term or condition of the
Credit Agreement or any of the instruments or agreements referred to therein or
(b) to prejudice any right or rights which the Agent or the Banks may now have
or have in the future under or in connection with the Credit Agreement or any of
the instruments or agreements referred to therein. Whenever the Credit Agreement
is referred to in the Credit Agreement or any of the instruments, agreements or
other documents or papers executed or delivered in connection therewith, such
reference shall be deemed to mean the Credit Agreement as modified by this
Amendment.
SECTION 10. Counterparts. This Amendment may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. A fax copy of a counterpart signature page shall serve as the
functional equivalent of a manually executed copy of all purposes.
SECTION 11. Applicable Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the Commonwealth of
Pennsylvania applicable to contracts made and to be performed wholly within such
State.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and the year first above written.
BORROWER:
GENESIS HEALTH VENTURES, INC.
By: _________________________
Title:
GUARANTORS:
BREVARD MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its sole general
partner
CARE4, L.P.
By:Institutional Health Care Services, Inc.
CATONSVILLE MERIDIAN LIMITED PARTNERSHIP
By: Meridian Health, Inc., one of its general
partners
EASTON MERIDIAN LIMITED PARTNERSHIP
By: Meridian Health, Inc., and Meridian
Healthcare, Inc., its general partners
EDELLA STREET ASSOCIATES
By: Genesis Health Ventures of Clarks Summit,
Inc., its sole general partner
GENESIS PROPERTIES LIMITED PARTNERSHIP
By: Genesis Health Ventures of Arlington, Inc.,
its sole general partner
GREENSPRING MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its sole general
partner
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HALLMARK HEALTHCARE LIMITED PARTNERSHIP
By: Pharmacy Equities, Inc., its general partner
HAMMONDS LANE MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., one of its general
partners
MERIDIAN/CONSTELLATION LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MERIDIAN EDGEWOOD LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MERIDIAN PERRING LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MERIDIAN VALLEY LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MERIDIAN VALLEY VIEW LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its general
partner
MILLVILLE MERIDIAN LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., its sole general
partner
PHILADELPHIA AVENUE ASSOCIATES
By: Philadelphia Avenue Corporation, its sole
general partner
RIVER STREET ASSOCIATES
By: Genesis Health Ventures of Wilkes-Barre, Inc.,
its sole general partner
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SEMINOLE MERIDIAN LIMITED
PARTNERSHIP
By: Meridian Health, Inc., its sole general
partner
STATE STREET ASSOCIATES, L.P.
By: State Street Associates, Inc., its sole general
partner
THERAPY CARE SYSTEMS, L.P.
By: Team Rehabilitation, Inc., its sole general
partner
VOLUSIA MERIDIAN LIMITED
PARTNERSHIP
By: Meridian Health, Inc., its sole general
partner
GENESIS PROPERTIES OF DELAWARE
LTD. PARTNERSHIP, L.P.
By: Genesis Properties of Delaware
Corporation, a general partner
MCKERLEY HEALTH FACILITIES
By: Meridian Health, Inc., and Meridian
Healthcare, Inc., its general partners
GENESIS HEALTH VENTURES OF WEST
VIRGINIA, LIMITED PARTNERSHIP
By: Genesis Eldercare Network Services, Inc.,
and Genesis Eldercare Rehabilitation
Services, Inc., its general partners
By: _______________________________
Name:
on behalf of each of the foregoing as _______
of the general partner
GENESIS HEALTH VENTURES OF
ARLINGTON, INC.
GENESIS HEALTH VENTURES OF
BLOOMFIELD, INC.
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GENESIS HEALTH VENTURES OF CLARKS
SUMMIT, INC.
GENESIS HEALTH VENTURES OF
MASSACHUSETTS, INC.
GENESIS HEALTH VENTURES OF
NAUGATUCK, INC.
GENESIS HEALTH VENTURES OF WAYNE,
INC.
GENESIS HEALTH VENTURES OF WEST
VIRGINIA, INC.
GENESIS HEALTH VENTURES OF
WINDSOR, INC.
GENESIS HEALTH VENTURES OF
WILKES-BARRE, INC.
GENESIS HEALTH VENTURES OF
INDIANA, INC.
GENESIS HEALTH VENTURES OF NEW
GARDEN, INC.
GENESIS HEALTH VENTURES OF POINT
PLEASANT, INC.
GENESIS IMMEDIATE MED CENTER, INC.
GENESIS ELDERCARE HOME CARE
SERVICES, INC.(f/k/a HEALTHCARE
SERVICES NETWORK, INC.)
GENESIS ELDERCARE PHYSICIAN
SERVICES, INC. (f/k/a GENESIS PHYSICIAN
SERVICES, INC.)
KNOLLWOOD MANOR, INC.
MERIDIAN HEALTH, INC.
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MERIDIAN HEALTHCARE, INC.
PHILADELPHIA AVENUE CORPORATION
GENESIS ELDERCARE STAFFING
SERVICES, INC. (f/k/a STAFF
REPLACEMENT SERVICES, INC.)
STATE STREET ASSOCIATES, INC.
SUBURBAN MEDICAL SERVICES, INC.
GENESIS ELDERCARE REHABILITATION
SERVICES, INC., (f/k/a TEAM
REHABILITATION, INC.)
THERAPY CARE, INC.
THE TIDEWATER HEALTHCARE SHARED
SERVICES GROUP, INC.
WYNCOTE HEALTHCARE CORP.
ASCO HEALTHCARE, INC.
ACCUMED, INC.
BRINTON MANOR, INC.
COMPASS HEALTH SERVICES, INC.
CONCORD HEALTHCARE CORPORATION
CONCORD PHARMACY SERVICES, INC.
CRYSTAL CITY NURSING CENTER, INC.
EASTERN MEDICAL SUPPLIES, INC.
ENCARE OF MASSACHUSETTS, INC.
GENESIS HEALTH SERVICES
CORPORATION
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GENESIS HEALTHCARE CENTERS
HOLDINGS, INC.
GENESIS HOLDINGS, INC.
GENESIS PROPERTIES OF DELAWARE
CORPORATION
HILLTOP HEALTH CARE CENTER, INC.
HORIZON MEDICAL EQUIPMENT AND
SUPPLY, INC.
KEYSTONE NURSING HOME, INC.
LINCOLN NURSING HOME, INC.
MCKERLEY HEALTH CARE CENTERS,
INC.
WAYSIDE NURSING HOME, INC.
PROFESSIONAL PHARMACY SERVICES,
INC.
MEDICAL SERVICES GROUP, INC.
NEIGHBORCARE PHARMACIES, INC.
DERBY NURSING CENTER CORPORATION
GENESIS ELDERCARE NATIONAL
CENTERS, INC., (f/k/a NATIONAL
HEALTHCARE AFFILIATES, INC.)
GENESIS ELDERCARE NETWORK
SERVICES, INC., (f/k/a GENESIS
MANAGEMENT RESOURCES, INC.) (f/k/a
TOTAL CARE SYSTEMS, INC.)
GENESIS ELDERCARE PROPERTIES, INC.
VERSALINK, INC.
GERIATRIC & MEDICAL COMPANIES, INC.
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GERIATRIC AND MEDICAL SERVICES,
INC.
GERIATRIC AND MEDICAL INVESTMENTS
CORPORATION
BURLINGTON WOODS CONVALESCENT
CENTER, INC.
CRESTVIEW CONVALESCENT HOME, INC.
CRESTVIEW NORTH, INC.
GENESIS ELDERCARE DIAGNOSTIC
SERVICES, INC, (f/k/a DIVERSIFIED
DIAGNOSTICS, INC.)
GMC MEDICAL CONSULTING SERVICES,
INC.
GERIMED CORP.
GENESIS ELDERCARE HOSPITALITY
SERVICES, INC. (f/k/a HCHS, INC.)
GENESIS ELDERCARE TRANSPORTATION
SERVICES, INC. (f/k/a HSS-PARA TRANSIT,
INC.
INNOVATIVE PHARMACY SERVICES, INC.
INSTITUTIONAL HEALTH CARE
SERVICES, INC.
LIFE SUPPORT MEDICAL, INC.
LIFE SUPPORT MEDICAL EQUIPMENT,
INC.
METRO PHARMACEUTICALS, INC.
NATIONAL PHARMACY SERVICE, INC.
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NETWORK AMBULANCE SERVICES, INC.,
(f/k/a REGIONAL AMBULANCE SERVICES,
INC.) (f/k/a LIFE SUPPORT AMBULANCE,
INC.)
UNITED HEALTH CARE SERVICES, INC.
VALLEY MEDICAL SERVICES, INC.
VALLEY TRANSPORT AMBULANCE
SERVICE, INC.
VILLAS REALTY & INVESTMENTS, INC.
WEISENFLUH AMBULANCE SERVICE, INC.
GENESIS ELDERCARE ADULT DAY
HEALTH SERVICES, INC.
GENESIS ELDERCARE HOME HEALTH
SERVICES - SOUTHERN, INC.
GENESIS ELDERCARE MANAGEMENT
SERVICES, INC., (f/k/a BLUEFIELD MANOR,
INC.)
CARECARD, INC.
CAREFLEET, INC.
CHELTENHAM LTC MANAGEMENT, INC.
EASTERN REHAB SERVICES, INC.
EIDOS, INC.
GMC LEASING CORPORATION
GMS MANAGEMENT, INC.
GMS MANAGEMENT-TUCKER, INC.
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GOVERNOR'S HOUSE NURSING HOME,
INC.
HEALTH CONCEPTS AND SERVICES, INC.
INNOVATIVE HEALTH CARE
MARKETING, INC.
KNOLLWOOD NURSING HOME, INC.
MANOR MANAGEMENT CORP. OF
GEORGIAN MANOR, INC.
PHARMACY EQUITIES, INC.
PROSPECT PARK LTC MANAGEMENT,
INC.
WALNUT LTC MANAGEMENT, INC.
WEST PHILA. LTC MANAGEMENT, INC.
TRANSPORT SERVICES, INC.
YORK LTC MANAGEMENT, INC.
GENESIS ELDERCARE REHABILITATION
MANAGEMENT
SERVICES, INC. (f/k/a ROBINDALE
MEDICAL SERVICES, INC.)
DELCO APOTHECARY, INC.
NEIGHBORCARE OF WISCONSIN, INC.
(f/k/a GCI INNOVATIVE PHARMACY, INC.)
NEIGHBORCARE OF NORTHERN
CALIFORNIA, INC. (f/k/a COMPUPHARM OF
NORTHERN CALIFORNIA, INC.)
NEIGHBORCARE OF VIRGINIA, INC. (f/k/a
TEAMCARE OF VIRGINIA, INC.)
NEIGHBORCARE-TCI, INC. (f/k/a
TEAMCARE, INC.)
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NEIGHBORCARE-MEDISCO, INC. (f/k/a
MEDICSO PHARMACIES, INC.)
NEIGHBORCARE-ORCA, INC. (f/k/a WHITE,
MACK AND WART, INC.)
NEIGHBORCARE OF OKLAHOMA, INC.
(f/k/a VITALINK SUBSIDIARY, INC.)
NEIGHBORCARE INFUSION SERVICES,
INC. (f/k/a VITALINK INFUSION SERVICES,
INC.)
NEIGHBORCARE PHARMACY SERVICES,
INC. (f/k/a VITALINK PHARMACY
SERVICES, INC.)
DIANE MORGAN AND ASSOCIATES, INC.
GENESIS ELDERCARE NETWORK
SERVICES OF MASSACHUSETTS, INC.
ASCO HEALTH CARE OF NEW ENGLAND,
INC.
ASCO HEALTH CARE OF NEW ENGLAND,
LIMITED PARTNERSHIP
DOVER HEALTHCARE ASSOCIATES, INC.
GENESIS ELDERCARE EMPLOYMENT
SERVICES, LLC
GENESIS HEALTH VENTURES OF
LANHAM, INC.
GENESIS SELECTCARE CORP.
GENESIS-GEORGETOWN SNF/JV, LIMITED
LIABILITY COMPANY
HEALTHOBJECTS CORPORATION
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MCKERLEY HEALTH CARE CENTER-
CONCORD LIMITED PARTNERSHIP
NORRISTOWN NURSING AND
REHABILITATION CENTER ASSOCIATES,
LIMITED PARTNERSHIP
NORTH CAPE CONVALESCENT CENTER
ASSOCIATES, L.P.
NORTHWEST TOTAL CARE CENTER
ASSOCIATES, L.P.
OAK HILL HEALTH CARE CENTER, INC.
RESPIRATORY HEALTH SERVICES, LLC
RIVER RIDGE PARTNERSHIP
By: _______________________________
Name:
on behalf of each of the foregoing as _______
MAIN STREET PHARMACY, L.L.C.,
By: Professional Pharmacy Services, Inc.
By: _______________________________
Name:
on behalf of each of the foregoing as _______
of the managing member
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Address for notices
101 East State Street
Kennett Square, PA 19348
Attention: George V. Hager, Jr.,
Executive Vice President and
Chief Financial Officer
Telephone: (610) 444-8419
Facsimiles: (610) 925-4100
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AGENT:
MELLON BANK, N.A.,
Individually and as Agent
By: _________________________
Title:
FIRST UNION NATIONAL BANK
By: _________________________
Title:
GOLDMAN SACHS CREDIT PARTNERS, L.P.
By: _________________________
Title:
THE CHASE MANHATTAN BANK
By: Chase Securities, Inc., as its Agent
By: _________________________
Title:
FOOTHILL CAPITAL CORP.
By: _________________________
Title:
TD SECURITIES
By: _________________________
Title:
THE BANK OF NOVA SCOTIA
By: _________________________
Title:
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METROPOLITAN LIFE INSURANCE
COMPANY
By: __________________________
Title
GENERAL ELECTRIC CAPITAL CORP.
By: __________________________
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By: _________________________
Title:
SILVER OAK CAPITAL, L.L.C.
By: _________________________
Title:
AG CAPITAL FUNDING, L.P.
By: Angelo, Gordon & Co., L.P. as Investment
Advisors
By: _________________________
Title:
OAK HILL SECURITIES FUND, L.P.
By: _________________________
Title:
OAK HILL SECURITIES FUND II, L.P.
By: _________________________
Title:
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