Exhibit 10.5
July 16, 1996
Mellon Bank, N.A., as Agent
AIM 199-5220
P.O. Box 7899
Philadelphia, PA 19101-7899
Attention: Linda Sigler, Loan Administration
Dear Ms. Sigler:
The undersigned, Borrowers under the Amended and Restated Credit Agreement dated
as of September 29, 1995, as previously amended as of April 12, 1996 (the
"Revolving Credit Agreement") and the Acquisition Credit Agreement dated as
September 29, 1995, as amended as of April 12, 1996 (the "Acquisition Credit
Agreement") have requested that the Revolving Credit Agreement, the Acquisition
Credit Agreement and certain Loan Documents be amended and certain waivers
thereto be granted, all as set forth in the form of Second Amendment and Waiver
to Loan Documents (the "Amendment") forwarded to Lenders thereunder on or about
June 29, 1996. In order to induce the Lenders and you, as ACA Agent and Lender,
to execute the Amendment, the undersigned are agreeing as set forth herein with
the intent to be legally bound hereby. Capitalized terms used but not defined in
this letter have the meanings assigned to them in, or by reference in, the
Revolving Credit Agreement, the Acquisition Credit Agreement or the Amendment,
as the context requires.
Each of the undersigned hereby agrees that, except as provided in the
penultimate paragraph of this letter or unless and until otherwise consented to
in writing by the Agent and all of the Lenders (the "Reborrowing Consent"), it
shall not request any loan under the Acquisition Credit Agreement, as the same
may be amended by the Amendment or otherwise. In furtherance of the foregoing
agreement, each of the undersigned represents that there are no outstanding loan
requests and agrees that, prior to the effectiveness of the Reborrowing Consent,
no Lender shall have any obligation to make any Revolving Credit Loan under the
Acquisition Credit Agreement and that any Standard Notice or other request for
such Loan prior to the effectiveness of the Reborrowing Consent will be given no
effect by the Lenders or by the ACA Agent. Each of the undersigned hereby waives
any right which it may have that is inconsistent with this letter and waives any
Mellon Bank, N.A.
July 16, 1996
Page 2
claim of any nature whatsoever that it may otherwise have against any Lender or
the ACA Agent for refusing to make such Revolving Credit Loans prior the
effectiveness of a Reborrowing Consent. Each of the undersigned further agrees
that the granting of a Reborrowing Consent shall be within the sole discretion
of each Lender and the ACA Agent and represents that it has received no
assurances that a Reborrowing Consent will be executed by the ACA Agent and all
or any of the Lenders or that no conditions may be imposed under any such
Reborrowing Consent. The undersigned agrees that, notwithstanding this letter,
it shall continue to pay the commitment fee as provided under the Acquisition
Credit Facility and that such fee shall accrue through the date of the
commitment reduction referred to in the following paragraph.
Pursuant to Section 2.02 of the Acquisition Credit Agreement, Genesis, on behalf
of all Borrowers, hereby reduces to zero, effective upon closing under the
Synthetic Lease referred to in the Amendment (the "Synthetic Lease"), the
Revolving Credit Committed Amounts of the Lenders (and each thereof) under the
Acquisition Credit Facility. Except as provided in the following paragraph, such
reduction is irrevocable and permanent and shall occur automatically without the
need for further action, although Genesis agrees to confirm the same in writing
immediately following such closing. The undersigned acknowledge and confirm
that, as provided in the Acquisition Credit Agreement, certain of their
obligations thereunder shall survive the permanent termination of borrowing
rights.
This letter and the agreements respecting borrowing right and commitment
reductions herein are made in anticipation of a closing under the Synthetic
Lease. If the Borrowers shall confirm in writing to the ACA Agent that (a) the
Synthetic Lease has not closed, (b) the Synthetic Lease transaction has been
abandoned and (c) the Amendment shall be deemed void and ineffective and if the
prospective Lessor under the Synthetic Lease shall confirm (a) and (b) above in
writing to the ACA Agent, the reduction of the commitments and the restrictions
on the right to borrow under the Acquisition Credit Agreement herein contained
shall cease to be effective and shall be deemed withdrawn.
Mellon Bank, N.A.
July 16, 1996
Page 3
A copy of this letter may be forwarded by you to each of the Lenders.
Sincerely,
GENESIS HEALTH VENTURES, INC.,
a Pennsylvania corporation
BREVARD MERIDIAN LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Meridian Health, Inc., a
Pennsylvania corporation,
its sole general partners
CATONSVILLE MERIDIAN LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Meridian Health, Inc.,
a Pennsylvania corporation,
one of its general partners
EASTON MERIDIAN LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Meridian Health, Inc.,
a Pennsylvania corporation,
its sole general partner
EDELLA STREET ASSOCIATES,
a Pennsylvania limited partnership
By: Genesis Health Ventures of
Clarks Summit, Inc., its sole
general partner
GENESIS HEALTH VENTURES OF
ARLINGTON, INC.,
a Pennsylvania corporation
GENESIS HEALTH VENTURES OF
BLOOMFIELD, INC.,
a Pennsylvania corporation
Mellon Bank, N.A.
July 16, 1996
Page 4
GENESIS HEALTH VENTURES OF
CLARKS SUMMIT, INC.,
a Pennsylvania corporation
GENESIS HEALTH VENTURES OF
INDIANA, INC.,
a Pennsylvania corporation
GENESIS HEALTH VENTURES OF
MASSACHUSETTS, INC.,
a Pennsylvania corporation
GENESIS HEALTH VENTURES OF
NAUGATUCK, INC.,
a Pennsylvania corporation
GENESIS HEALTH VENTURES OF
SALISBURY, INC.,
a Pennsylvania corporation
GENESIS HEALTH VENTURES OF
WAYNE, INC.,
a Pennsylvania corporation
GENESIS HEALTH VENTURES OF
WEST VIRGINIA, INC.,
a Pennsylvania corporation
GENESIS HEALTH VENTURES OF
WINDSOR, INC.,
a Pennsylvania corporation
GENESIS IMMEDIATE MED
CENTER, INC.,
a Pennsylvania corporation
GENESIS MANAGEMENT RESOURCES,
INC.,
a Pennsylvania corporation
GENESIS ELDERCARE HOME CARE SERVICES,
INC.,
a Pennsylvania corporation
Mellon Bank, N.A.
July 16, 1996
Page 5
GENESIS ELDERCARE PHYSICIANS SERVICES,
INC.,
a Pennsylvania corporation
GENESIS PROPERTIES LIMITED
PARTNERSHIP,
a Pennsylvania limited partnership
By: Genesis Health Ventures
of Arlington, Inc., its sole
general partner
GREENSPRING MERIDIAN LIMITED
PARTNERSHIP,
a Maryland limited partnership
By: Meridian Healthcare, Inc.,
a Pennsylvania corporation,
its sole general partner
HALLMARK HEALTHCARE LIMITED
PARTNERSHIP,
a Maryland limited partnership
By: Pharmacy Equities, Inc., a
Pennsylvania corporation,
its sole general partner
HAMMONDS LANE MERIDIAN LIMITED
PARTNERSHIP,
a Maryland limited partnership
By: Meridian Healthcare, Inc.,
a Pennsylvania corporation,
one of its general partners
HEALTHCARE RESOURCES CORP.,
a Pennsylvania corporation
KNOLLWOOD MANOR, INC.,
a Pennsylvania corporation
MERIDIAN/CONSTELLATION LIMITED
PARTNERSHIP
By: Meridian Healthcare, Inc.,
general partner
Mellon Bank, N.A.
July 16, 1996
Page 6
MERIDIAN EDGEWOOD LIMITED
PARTNERSHIP
By: Meridian Healthcare, Inc.,
a general partner
MERIDIAN HEALTH, INC.,
a Pennsylvania corporation
MERIDIAN HEALTHCARE, INC.,
a Pennsylvania corporation
MERIDIAN PERRING LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc.,
a general partner
MERIDIAN VALLEY LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc.,
a general partner
MERIDIAN VALLEY VIEW LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc.,
a general partner
MILLVILLE MERIDIAN LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Meridian Healthcare, Inc., a
Pennsylvania corporation, its
sole general partner
PHARMACY EQUITIES, INC.,
a Pennsylvania corporation
PHILADELPHIA AVENUE ASSOCIATES,
a Pennsylvania limited partnership
By: Philadelphia Avenue Corp., its
sole general partner
PHILADELPHIA AVENUE CORPORATION,
a Pennsylvania corporation
Mellon Bank, N.A.
July 16, 1996
Page 7
RIVER STREET ASSOCIATES,
a Pennsylvania limited partnership
By: Genesis Health Ventures of
Wilkes-Barre, Inc., its sole general
partner
SEMINOLE MERIDIAN LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Meridian Health, Inc., a
Pennsylvania corporation, its
sole general partner
GENESIS ELDERCARE STAFFING SERVICES INC.
a Pennsylvania corporation
STATE STREET ASSOCIATES, L.P.,
a Pennsylvania limited partnership
By: Genesis Health Ventures, Inc.,
its sole general partner
STATE STREET ASSOCIATES, INC.,
a Pennsylvania corporation
SUBURBAN MEDICAL SERVICES, INC.
a Pennsylvania corporation
GENESIS ELDERCARE REHABILITATION SERVICES, INC.,
a Pennsylvania corporation
THERAPY CARE INC.,
a Pennsylvania corporation
THERAPY CARE SYSTEMS, L.P.
a Pennsylvania limited partnership
By: Team Rehabilitation, Inc.,
its sole general partner
THE TIDEWATER HEALTHCARE SHARED
SERVICES GROUP, INC.,
a Pennsylvania corporation
Mellon Bank, N.A.
July 16, 1996
Page 8
VOLUSIA MERIDIAN LIMITED PARTNERSHIP,
a Maryland limited partnership
By: Meridian Health, Inc., a
Pennsylvania corporation, its sole
general partner
WYNCOTE HEALTHCARE CORP.,
a Pennsylvania corporation
ASCO HEALTHCARE, INC.,
a Maryland corporation
BRINTON MANOR, INC.,
a Delaware corporation
CONCORD HEALTHCARE CORPORATION,
a Delaware corporation
CRYSTAL CITY NURSING CENTER, INC.,
a Maryland corporation
EASTERN MEDICAL SUPPLIES, INC.,
a Maryland corporation
EASTERN REHAB SERVICES, INC.,
a Maryland corporation
GENESIS HEALTH SERVICES CORPORATION,
a Delaware corporation
GENESIS HEALTHCARE CENTERS HOLDINGS,
INC.,
a Delaware corporation
GENESIS HOLDINGS, INC.,
a Delaware corporation
GENESIS PROPERTIES OF DELAWARE
CORPORATION,
a Delaware corporation
Mellon Bank, N.A.
July 16, 1996
Page 9
GENESIS PROPERTIES OF DELAWARE
LTD PARTNERSHIP, L.P.,
a Delaware limited partnership
By: Genesis Properties of Delaware
Corporation, a general partner
GOVERNOR'S HOUSE NURSING HOME, INC.,
a Delaware corporation
HEALTH CONCEPTS AND SERVICES, INC.,
a Maryland corporation
HILLTOP HEALTH CARE CENTER, INC.,
a Delaware corporation
KEYSTONE NURSING HOME, INC.,
a Delaware corporation
LINCOLN NURSING HOME, INC.,
a Delaware corporation
McKERLEY HEALTH CARE CENTERS, INC.,
a New Hampshire corporation
McKERLEY HEALTH CARE CENTER-
CONCORD, INC., a New Hampshire
corporation
McKERLEY HEALTH CARE CENTER-CONCORD
LIMITED PARTNERSHIP,
a New Hampshire limited partnership
By: McKerley Health Care Center-
Concord, Inc., a New Hampshire
corporation, its general partner
McKERLEY HEALTH FACILITIES,
a New Hampshire general partnership
By: Meridian Health, Inc., a
Pennsylvania corporation, and
Meridian Healthcare, Inc., a
Pennsylvania corporation, its
general partners
Mellon Bank, N.A.
July 16, 1996
Page 1
WAYSIDE NURSING HOME, INC.,
a Delaware corporation
PROFESSIONAL PHARMACY SERVICES, INC.,
a Maryland Corporation
MEDICAL SERVICES GROUP, INC.,
a Maryland Corporation
CARECARD, INC.,
a Maryland Corporation
TRANSPORT SERVICES, INC.,
a Maryland Corporation
NEIGHBORCARE PHARMACIES, INC.,
a Maryland Corporation
By:
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On behalf of each of the foregoing
as Senior Vice President and Chief
Financial Officer