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 THE MULTICARE COMPANIES, 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 Section 5.01(a) of the
Credit Agreement with respect to the fiscal year ended September 30, 2000 and
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 $174,700,000; (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 $5,200,000; (iii)
benefit-related costs in the amount of $8,900,000; and (iv) costs associated
with accounts receivable which are deemed uncollectible in the amount of
$1,500,000.
SECTION 2. 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 $ 7,900,000
February 28, 2001 $ 7,000,000
March 31, 2001 $ 7,700,000
April 30, 2001 $ 9,000,000
May 31, 2001 $11,300,000
June 30, 2001 $11,000,000
July 31, 2001 $11,500,000
August 31, 2001 $11,800,000
September 30, 2001 $12,000,000
October 31, 2001 $11,600,000
November 30, 2001 $11,100,000
December 31, 2001 $11,000,000"
SECTION 3. 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 4. 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 5. 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 3/10 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 6. 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 7. 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 8. 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 9. 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 10. 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:
THE MULTICARE COMPANIES, INC.
By: ___________________________________
Name:
Title:
GUARANTORS:
ADS APPLE VALLEY LIMITED PARTNERSHIP,
by ADS Apple
Valley, Inc., its General Partner
ADS HINGHAM LIMITED
PARTNERSHIP, by ADS Hingham
Nursing Facility, Inc., its General Partner
ADS RECUPERATIVE CENTER LIMITED
PARTNERSHIP, by ADS Recuperative Center,
Inc., its General Partner
CARE HAVEN ASSOCIATES LIMITED
PARTNERSHIP, by Glenmark Associates, Inc.
and GMA Partnership Holding Company, Inc., its
General Partners
CUMBERLAND ASSOCIATES OF RHODE
ISLAND, L.P., by Health Resources of
Cumberland, Inc., its General Partner
GLENMARK PROPERTIES I, LIMITED
PARTNERSHIP, by Glenmark Associates, Inc.
and GMA Partnership Holding Company, Inc.,
its General Partners
GROTON ASSOCIATES OF CONNECTICUT,
L.P., by Health Resources of Groton, Inc., its
General Partner
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MIDDLETOWN (RI) ASSOCIATES OF
RHODE ISLAND, L.P., by Health Resources
of Middletown (R.I.), Inc., its General Partner
POINT PLEASANT HAVEN LIMITED
PARTNERSHIP, by Glenmark Associates, Inc.,
its General Partner
RALEIGH MANOR LIMITEDPARTNERSHIP,
by Glenmark Associates, Inc., its General
Partner
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
Facsimile: (610) 925-4100
ROMNEY HEALTH CARE CENTER LTD.
LIMITED PARTNERSHIP, by Glenmark
Associates, Inc., its General Partner
SISTERVILLE HAVEN LIMITED
PARTNERSHIP, by Glenmark Associates,
Inc., its General Partner
TEAYS VALLEY HAVEN LIMITED
PARTNERSHIP, by Glenmark Associates,
Inc., its General Partner
THE STRAUSS GROUP - HOPKINS HOUSE,
L.P., by Encare of Wyncote, Inc.,
its General Partner
THE STRAUS GROUP - QUAKERTOWN
MANOR, L.P., by Encare of Quakertown, Inc.,
its General Partner
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WALLINGFORD ASSOCIATES OF
CONNECTICUT, L.P., by Health Resources of
Wallingford, Inc., its General Partner
WARWICK ASSOCIATES OF RHODE
ISLAND, L.P., by Health Resources of
Warwick, Inc., its General Partner
By:_________________________________
On behalf of each of the foregoing
as ____________of the General Partner
HOLLY MANOR ASSOCIATES OF NEW
JERSEY, L.P., by Encare of Mendham, L.L.C.,
its General Partner, by Century Care
Management, Inc., its authorized manager
MERCERVILLE ASSOCIATES OF NEW
JERSEY, L.P., by Breyut Convalescent Center,
L.L.C., its General Partner, by Century Care
Management, Inc., its authorized manager
POMPTON ASSOCIATES, L.P., by Pompton
Care, L.L.C., its General Partner, by Century Care
Management, Inc., its authorized manager
THE STRAUS GROUP - OLD BRIDGE, L.P.,
by Health Resources of Emery, L.L.C., its
General Partner, by Century Care Management,
Inc., its authorized manager
THE STRAUS GROUP - RIDGEWOOD, L.P.,
A New Jersey limited partnership, by Health
Resources of Ridgewood, L.L.C., its General
Partner, by Century Care Management, Inc., its
authorized manager
By:__________________________
On behalf of each of the foregoing
as ______________ of the manager
Address for notices:
101 East State Street
Kennett Square, PA 19348
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Attention: George V. Hager, Jr.
Executive Vice President
And Chief Financial Officer
Telephone: (610) 444-8419
Facsimile: (610) 925-4100
ACADEMY NURSING HOME, INC.
ADS APPLE VALLEY, INC.
ADS CONSULTING, INC.
ADS HINGHAM ALF, INC.
ADS HINGHAM NURSING FACILITY, INC.
ADS HOME HEALTH, INC.
ADS/MULTICARE, INC.
ADS PALM CHELMSFORD, INC.
ADS RECUPERATIVE CENTER, INC.
ADS RESERVOIR WALTHAM, INC.
ADS SENIOR HOUSING, INC.
ADS VILLAGE MANOR, INC.
ANR, INC.
APPLEWOOD HEALTH RESOURCES, INC.
ASL, INC.
AUTOMATED PROFESSIONAL
ACCOUNTS, INC.
BERKS NURSING HOMES, INC.
BETHEL HEALTH RESOURCES, INC.
BRIGHTWOOD PROPERTY, INC.
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CENTURY CARE CONSTRUCTION, INC.
CENTURY CARE MANAGEMENT, INC.
CHATEAU VILLAGE HEALTH RESOURCES, INC.
CHG INVESTMENT CORP., INC
CHNR-1, INC.
COLONIAL HALL HEALTH RESOURCES,
INC.
COLONIAL HOUSE HEALTH RESOURCES,
INC.
CONCORD HEALTH GROUP, INC.
CONCORD HOME HEALTH, INC.
CONCORD REHAB, INC.
CONCORD SERVICE CORPORATION
CVNR, INC.
DELM NURSING, INC.
ELMWOOD HEALTH RESOURCES, INC.
ENCARE OF PENNYPACK, INC.
ENCARE OF QUAKERTOWN, INC.
ENCARE OF WYNCOTE, INC.
ENR, INC.
GLENMARK ASSOCIATES, INC.
GMA - BRIGHTWOOD, INC.
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GMA - CONSTRUCTION, INC.
GMA - MADISON, INC.
GMA PARTNERSHIP HOLDING COMPANY,
INC.
GMA UNIONTOWN, INC.
HEALTH RESOURCES OF BOARDMAN, INC.
HEALTH RESOURCES OF CEDAR GROVE,
INC.
HEALTH RESOURCES OF COLCHESTER, INC.
HEALTH RESOURCES OF COLUMBUS, INC.
HEALTH RESOURCES ON CRANBURY, INC.
HEALTH RESOURCES OF CUMBERLAND, INC.
HEALTH RESOURCES OF EATONTOWN, INC.
HEALTH RESOURCES OF FARMINGTON, INC.
HEALTH RESOURCES OF GARDNER, INC.
HEALTH RESOURCES OF GLASTONBURY,
INC.
HEALTH RESOURCES OF GROTON, INC.
HEALTH RESOURCES OF LAKEVIEW, INC.
HEALTH RESOURCES OF LEMONT, INC.
HEALTH RESOURCES OF LYNN, INC.
HEALTH RESOURCES OF KARAMENTA AND
MADISON, INC.
HEALTH RESOURCES OF MARCELLA, INC.
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HEALTH RESOURCES OF MIDDLETOWN
(R.I.), INC.
HEALTH RESOURCES OF MORRISTOWN,
INC.
HEALTH RESOURCES OF NORFOLK, INC.
HEALTH RESOURCES OF NORWALK, INC.
HEALTH RESOURCES OF PENNINGTON, INC.
HEALTH RESOURCES OF ROCKVILLE, INC.
HEALTH RESOURCES OF SOUTH
BRUNSWICK, INC.
HEALTH RESOURCES OF TROY HILLS, INC.
HEALTH RESOURCES OF WALLINGFORD,
INC.
HEALTH RESOURCES OF WARWICK, INC.
HEALTHCARE REHAB SYSTEMS, INC.
HORIZON ASSOCIATES, INC.
HORIZON MOBILE, INC.
HORIZON REHABILITATION, INC.
HR OF CHARLESTON, INC.
HRWV HUNTINGTON, INC.
LAKEWOOD HEALTH RESOURCES, INC.
LAUREL HEALTH RESOURCES, INC.
LEHIGH NURSING HOMES, INC.
LWNR, INC.
MABRI CONVALESCENT CENTER, INC.
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MARKGLEN, INC.
MARSHFIELD HEALTH RESOURCES, INC.
MONTGOMERY NURSING HOMES, INC.
MULTICARE AMC, INC.
MULTICARE HOME HEALTH OF ILLINOIS,
INC.
NURSING AND RETIREMENT CENTER OF
THE ANDOVERS, INC.
PHC OPERATING CORP.
POCAHONTAS CONTINUOUS CARE
CENTER, INC.
PRESCOTT NURSING HOME, INC.
PROGRESSIVE REHABILITATION CENTERS,
INC.
PROVIDENCE HEALTH CARE, INC.
REST HAVEN NURSING HOME, INC.
RIDGELAND HEALTH RESOURCES, INC.
RIVER PINES HEALTH RESOURCES, INC.
RIVERSHORES HEALTH RESOURCES, INC.
RLNR, INC.
ROSE HEALTHCARE, INC.
ROSE VIEW MANOR, INC.
RSNR, INC.
RVNR, INC.
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SENIOR LIVING VENTURES, INC.
SCHUYLKILL NURSING HOMES, INC.
SCHUYLKILL PARTNERSHIP ACQUISITION
CORPORATION
SENIOR SOURCE, INC.
SNOW VALLEY HEALTH RESOURCES, INC.
STAFFORD CONVALESCENT CENTER, INC.
S.T.B. INVESTORS, LTD.
SVNR, INC.
THE ADS GROUP, INC.
TRI-STATE MOBILE MEDICAL SERVICES,
INC.
WESTFORD NURSING AND RETIREMENT
CENTER, INC.
WILLOW MANOR NURSING HOME, INC.
ARCADIA ASSOCIATES
BREYUT CONVALESCENT CENTER, INC.
CONCORD COMPANION CARE, INC.
CONCORD HEALTHCARE SERVICES, INC.
DAWN VIEW MANOR, INC.
ELDERCARE RESOURCES CORP.
ENCARE OF MENDHAM, INC.
GENESIS ELDERCARE CORP.
GLENMARK ASSOCIATES - DAWN VIEW
MANOR, INC.
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GLENMARK LIMITED LIABILITY COMPANY I
GLENMARK PROPERTIES, INC.
HEALTH RESOURCES OF ACADEMY MANOR,
INC.
HEALTH RESOURCES OF ARCADIA, INC.
HEALTH RESOURCES OF BRIDGETON, INC.
HEALTH RESOURCES OF BROOKLYN, INC.
HEALTH RESOURCES OF CINNAMINSON,
INC.
HEALTH RESOURCES OF ENGLEWOOD, INC.
HEALTH RESOURCES OF EWING, INC.
HEALTH RESOURCES OF JACKSON, INC.
HEALTH RESOURCES OF LAKEVIEW, L.L.C.
HEALTH RESOURCES OF MONTCLAIR, INC.
HEALTH RESOURCES OF NORTH ANDOVER,
INC.
HEALTH RESOURCES OF RIDGEWOOD, INC.
HEALTH RESOURCES OF SOLOMONT/
BROOKLINE, INC.
HEALTH RESOURCES OF VOORHEES, INC.
HEALTH RESOURCES OF WESTWOOD, INC.
HELSTAT, INC.
HMNH REALTY, INC.
HNCA, INC.
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LRC HOLDING COMPANY
MHNR, INC.
MNR, INC.
NORTH MADISON, INC.
NORTHWESTERN MANAGEMENT SERVICES,
INC.
POMPTON CARE, INC.
PROVIDENCE FUNDING CORPORATION
PROVIDENCE MEDICAL, INC.
ROEPHEL CONVALESCENT CENTER, INC.
ROXBOROUGH NURSING HOME, INC.
SCOTCHWOOD MASS. HOLDING CO., INC.
THE ASSISTED LIVING ASSOCIATES OF
BERKSHIRE, INC.
ASSISTED LIVING ASSOCIATES OF LEHIGH,
INC.
THE ASSISTED LIVING ASSOCIATES OF
SANATOGA, INC.
THE ASSISTED LIVING ASSOCIATES OF
WALL, INC.
THE HOUSE OF CAMPBELL, INC.
TMC ACQUISITION CORP.
WESTFORD NURSING AND RETIREMENT
CENTER LIMITED PARTNERSHIP
By:__________________________________
On behalf of each of the foregoing as
_____________________________________
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Addresses 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
Facsimile: (610) 925-4100
BREYUT CONVALESCENT CENTER, L.L.C.
by Century Care Management, Inc., its
authorized manager
ENCARE OF MENDHAM, L.L.C., by Century
Care Management, Inc., its authorized manager
HEALTH RESOURCES OF BRIDGETON,
L.L.C., by Century Care Management, Inc., its
authorized manager
HEALTH RESOURCES OF CINNAMINSON,
L.L.C., by Century Care Management, Inc., its
authorized manager
HEALTH RESOURCES OF CRANBURY,
L.L.C., by Century Care Management, Inc., its
authorized manager
HEALTH RESOURCES OF EMERY, L.L.C.,
by Century Care Management, Inc., its
authorized manager
HEALTH RESOURCES OF ENGLEWOOD,
L.L.C., by Century Care Management, Inc., its
authorized manager
HEALTH RESOURCES OF EWING, L.L.C.,
by Century Care Management, Inc., its
authorized manager
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HEALTH RESOURCES OF FAIRLAWN,
L.L.C., by Century Care Management, Inc., its
authorized manager
HEALTH RESOURCES OF JACKSON,
L.L.C., by Century Care Management, Inc., its
authorized manager
HEALTH RESOURCES OF RIDGEWOOD,
L.L.C., by Century Care Management, Inc., its
authorized manager
HEALTH RESOURCES OF WEST ORANGE,
L.L.C., by Century Care Management, Inc., its
authorized manager
POMPTON CARE, L.L.C., by Century Care
Management, Inc., its authorized manager
ROEPHEL CONVALESCENT CENTER,
L.L.C., by Century Care Management, Inc., its
authorized manager
TOTAL REHABILITATION CENTER, L.L.C.,
by Century Care Management, Inc., its
authorized manager.
By:_________________________________
On behalf of each of the foregoing
___________________of the manager
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
Facsimile: (610) 925-4100
16
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:
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THE BANK OF NOVA SCOTIA
By: _________________________
Title:
METROPOLITAN LIFE INSURANCE COMPANY
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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