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EXHIBIT 10.1
SIXTH AMENDMENT TO CREDIT AGREEMENT
ENTERED into by and between CHILDREN'S COMPREHENSIVE SERVICES, INC., a
Tennessee corporation (the "Borrower"), SUNTRUST BANK, successor-in-interest to
SunTrust Bank, Nashville, N.A., in its capacity as agent for Lenders ("Agent"),
SUNTRUST BANK, successor-in-interest to SunTrust Bank, Nashville, N.A. ("STB"),
and AMSOUTH BANK, successor-in-interest to First American National Bank
("AMSOUTH") (STB and AMSOUTH shall be referred to herein as "Lenders'), as of
this 13 day of February, 2001.
RECITALS
1. The Borrower, the Lenders, and the Agent entered into a Credit
Agreement dated as of December 1, 1998, as amended by a First Amendment to
Credit Agreement dated as of December 31, 1998, a Second Amendment to Credit
Agreement dated as of April 20, 1999, a Third Amendment to Credit Agreement
dated as of September 27, 1999, a Fourth Amendment to Credit Agreement dated as
of January 15, 2000, and a Fifth Amendment to Credit Agreement dated as of April
21, 2000 (herein collectively the "Credit Agreement").
2. The Borrower, the Lenders, and the Agent desire to amend the Credit
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. The definition of "Applicable Margin" as used in Section 1.1 of the
Credit Agreement shall be amended and restated as follows:
"Applicable Margin" shall mean the number of basis points per
annum determined in accordance with the table set forth below based on
the fiscal quarter-end ratio of Borrower's Funded Debt to EBITDA:
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TIER I TIER II TIER III TIER IV
Ratio of Funded <1.5 to 1.0 > 1.5 to 1.0 and > 2.00 to 1.0 and > 2.5 to 1.0
Debt to EBITDA - - -
< 2.00 to 1.0 < 2.5 to 1.0
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Applicable Margin for 30 basis points per 50 basis points per 50 basis points per 75 basis points per
Facility Fee annum annum annum annum
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Applicable Margin for 175 basis points per 217.5 basis points per 265 basis points per 325 basis points per
Eurodollar Advances annum annum annum annum
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Applicable Margin for 75 basis points per 117.5 basis points per 165 basis points per 225 basis points per
Base Rate Advances annum annum annum annum
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2. The definition of "Maturity Date" as used in Section 1.1 of the
Credit Agreement shall be amended and restated as follows:
"Maturity Date" shall mean: (a) for the Revolving Loans, the earlier
of (i) April 30, 2002, and (ii) the date on which all amounts
outstanding under this Agreement have been declared or have
automatically become due and payable pursuant to the provisions of
Article 8, and (b) for the Term Loans, the earlier of (i) October 31,
2005, and (ii) the date on which all amounts outstanding under this
Agreement have been declared or have automatically become due and
payable pursuant to the provisions of Article 8.
3. Section 7.1(b) of the Credit Agreement is amended and restated as
follows:
(b) Fixed Charge Coverage Ratio. As calculated for the most recently
concluded fiscal quarter and the immediately three (3) preceding fiscal
quarters, suffer or permit as of the last day of any fiscal quarter,
the ratio of (A) the sum of (1) Consolidated EBIT, plus (2)
Consolidated Rental Expense, minus (3) dividends paid, to (B) the sum
of (1) Consolidated Interest Expense, plus (2) Consolidated Rental
Expense, plus (3) principal payments paid on the Term Loans to be less
than 2.0 to 1.0.
4. The Revolving Credit Commitments as set forth in the Credit
Agreement are amended and restated as follows:
a. SunTrust Bank - $12,500,000; and
b. AmSouth Bank - $7,500,000.
5. The Credit Agreement is not amended in any other respect.
6. The Borrower reaffirms its obligations as set forth in the Credit
Agreement, as amended hereby, and the Borrower agrees that its obligations
thereunder are valid and binding, enforceable in accordance with its terms,
subject to no defense, counterclaim, or objection.
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ENTERED INTO as of the date first above written.
BORROWER:
CHILDREN'S COMPREHENSIVE
SERVICES, INC.
By: /s/ Donald B. Whitfield
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Title: Vice President Finance/CFO
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AGENT:
SUNTRUST BANK, Agent
By: /s/ Stephen C. Baird
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Title: Corporate Banking Officer
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LENDERS:
SUNTRUST BANK
By: /s/ Stephen C. Baird
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Title: Corporate Banking Officer
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AMSOUTH BANK
By: /s/ Allison H. Jones
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Title: Vice President
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