THIRD AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS
THIS THIRD AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS (this "Amendment")
dated as of May 28, 1999 is by and among CENTENNIAL HEALTHCARE CORPORATION, a
Georgia corporation (the "Lessee" or the "Construction Agent"); the various
parties listed on the signature pages hereto as guarantors (subject to the
definition of Guarantors in Appendix A to the Participation Agreement referenced
below, individually, a "Guarantor" and collectively, the "Guarantors"); FIRST
SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not
individually but solely as the Owner Trustee under the Centennial Real Estate
Trust 1998-1 (the "Owner Trustee" or the "Lessor"); the various banks and other
lending institutions listed on the signature pages hereto as holders of
certificates issued with respect to the Centennial Real Estate Trust 1998-1
(subject to the definition of Holders in Appendix A to the Participation
Agreement referenced below, individually, a "Holder" and collectively, the
"Holders"); the various banks and other lending institutions listed on the
signature pages hereto as lenders with respect to the Centennial Real Estate
Trust 1998-1 (subject to the definition of Lenders in Appendix A to the
Participation Agreement referenced below, individually, a "Lender" and
collectively, the "Lenders"); FIRST UNION CAPITAL MARKETS, A DIVISION OF WHEAT
FIRST SECURITIES, INC., a Virginia corporation, as syndication agent (the
"Syndication Agent"); and NATIONSBANK, N.A., a national banking association, as
the agent for the Lenders and respecting the Security Documents, as the agent
for the Lenders and the Holders, to the extent of their interests
Page 1
(in such capacity, the "Agent"). Capitalized terms used in this Amendment but
not otherwise defined herein shall have the meanings set forth in Appendix A to
the Participation Agreement (hereinafter defined).
W I T N E S S E T H
WHEREAS, the parties to this Amendment are parties to that certain
Participation Agreement dated as of July 29, 1998 (as amended, modified,
supplemented, restated and/or replaced from time to time, the "Participation
Agreement"), certain of the parties to this Amendment are parties to that
certain Credit Agreement dated as of July 29, 1998 (as amended, modified,
supplemented, restated and/or replaced from time to time, the "Credit
Agreement"), certain of the parties to this Amendment are parties to that
certain Trust Agreement dated as of July 29, 1998 (as amended, modified,
supplemented, restated and/or replaced from time to time, the "Trust
Agreement"), certain of the parties to this Amendment are parties to that
certain Security Agreement dated as of July 29, 1998 (as amended, modified,
supplemented, restated and/or replaced from time to time, the "Security
Agreement"), certain of the parties to this Amendment are parties to that
certain First Amendment to Certain Operative Agreements dated as of October 23,
1998 (as amended, modified, supplemented, restated and/or replaced from time to
time, the "First Amendment"), certain of the parties to this Amendment are
parties to that certain Second Amendment to Certain Operative Agreements dated
as of December 30, 1998 (as amended, modified, supplemented, restated and/or
replaced from time to time, the "Second Amendment"), and certain of the parties
to this Amendment are parties to the other Operative Agreements relating to a
$135,000,000.00 synthetic lease facility (the "Facility") that has been
established in favor of the Lessee;
Page 2
WHEREAS, the Lessee has requested certain modifications to the
Participation Agreement, the Credit Agreement, the Lease Agreement, the Security
Agreement, the Trust Agreement and the other Operative Agreements in connection
with the Facility;
WHEREAS, the Financing Parties which are signatories hereto have agreed to
the requested modifications on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Participation Agreement. The Participation Agreement is amended as
follows.
(a) Section 8.7(a) is deleted in its entirety and replaced with the
following:
"(a) Each Credit Party has agreed pursuant to Section 5.8 and
otherwise in accordance with the terms of this Agreement to pay to (i) the
Agent any and all Rent and any and all other amounts of any kind or type
under any of the Operative Agreements due and owing or payable to any
Person (excluding Excepted Payments) and (ii) each Person as appropriate
the Excepted Payments. Promptly after receipt, the Agent shall apply and
allocate, in accordance with the terms of this Section 8.7, such amounts
received from any Credit Party and all other payments, receipts and other
consideration of any kind whatsoever received by the Agent pursuant to the
Security Agreement or otherwise received by the Agent, the Holders or any
of the Lenders in connection with the Collateral, the Security Documents
or any of the other Operative Agreements. Ratable distributions among the
Lenders and the Holders under this Section 8.7 shall be made based
Page 3
on (in the case of the Lenders) the ratio of the outstanding Loans to the
aggregate Property Cost and (in the case of the Holders) the ratio of the
outstanding Holder Advances to the aggregate Property Cost. Ratable
distributions among the Tranche A Lenders under this Section 8.7 shall be
made based on the ratio of the individual Tranche A Lender's outstanding
Tranche A Loans to the aggregate of all the outstanding Tranche A Loans.
Ratable distributions among the Tranche B Lenders under this Section 8.7
shall be made based on the ratio of the individual Tranche B Lender's
outstanding Tranche B Loans to the aggregate of all the Tranche B Loans.
Ratable distributions among the Lenders (in situations where the Tranche A
Lenders are not differentiated from the Tranche B Lenders) shall be made
based on the ratio of the individual Lender's outstanding Loans to the
aggregate of all the Lenders' outstanding Loans. Ratable distributions
among the Holders under this Section 8.7 shall be based on the ratio of
the individual Holder's Holder Amount to the aggregate of all the Holder
Amounts."
(b) Section 8.7(b)(iv) is deleted in its entirety and replaced with
the following:
"(iv)Subject to Section 8.7(c), an amount equal to (A) any such
payment identified as a payment pursuant to Section 22.1(b) of the
Lease (or otherwise) of the Maximum Residual Guarantee Amount (and
any such lesser amount as may be required by Section 22.1(b) of the
Lease) in respect of the Properties, (B) any other amount payable
upon any exercise of remedies after the occurrence of an Event of
Default not covered by Sections 8.7(b)(i) or 8.7(b)(iii) above
(including without limitation any amount received in connection
Page 4
with an Acceleration which does not represent proceeds from the sale
or liquidation of the Properties), (C) any other amount payable by
any Guarantor pursuant to Section 6B and (D) any other amount that is
a Cash Collateral Payment shall be applied and allocated by the Agent
first, ratably, to the payment of the principal and interest balance
of Tranche A Loans then outstanding, second, ratably to the payment
of the principal and interest balance of the Tranche B Loans then
outstanding, third, ratably to the payment of the principal balance
of all Holder Advances plus all outstanding Holder Yield with respect
to such outstanding Holder Advances, fourth, to the payment of any
other amounts owing to the Lenders hereunder or under any of the
other Operative Agreement, and fifth, to the extent moneys remain
after application and allocation pursuant to clauses first through
fourth above, to the Owner Trustee for application and allocation to
Holder Advances and Holder Yield and any other amounts owing to the
Holders or the Owner Trustee as the Holders shall determine."
(c) Section 8.9 is added to the Participation Agreement as follows:
"8.9.Collateralized Principal Payment Account.
The Lessee shall as of each date listed below make a deposit
into a cash collateral account (a "Cash Collateral Account") (to
be created on terms and conditions reasonably satisfactory to
the Agent). All deposits shall be immediately available funds in
United States Dollars. The Agent shall be entitled to draw on
any and all amounts in the Cash Collateral Account and apply
such amounts in accordance with the terms of the
Page 5
Operative Agreements upon the occurrence and during the
continuation of any Event of Default and upon any election of
the Sale Option by the Lessee with respect to which (a) there is
any Deficiency Balance and/or (b) Lessor has retained any
Property in accordance with the second sentence of the second
paragraph of Section 22.1(a) of the Lease.
Date Amount
December 31, 2000 $5,000,000.00
December 31, 2001 $10,000,000.00
December 31, 2002 $10,000,000.00
The Agent shall invest all such amounts held in the Cash
Collateral Account in Permitted Investments at the direction of
the Lessee. Any and all gains from such amounts in Permitted
Investments shall remain in the Cash Collateral Account as
additional amounts, but such gains shall not affect the amounts
to be deposited by the Lessee as set forth above. In the event
there is a loss regarding such amounts in Permitted Investments
that causes the total amount in the Cash Collateral Account to
be less than the aggregate of the deposits paid or scheduled to
be paid on or prior to such date, then the Lessee shall, upon
notice from the Agent, promptly deposit an amount equal to the
deficit of the funds in the Cash Collateral Amount minus the
aggregate of the deposits paid or scheduled to be paid on or
prior to such date."
(d) Section 10.1 of the Participation Agreement is amended by adding
the following after the first sentence of Section 10.1:
"(As an example, if a Lender holds under the Lessee
Page 6
Credit Agreement, a commitment percentage of 12.5% of each facility
thereunder and under the Credit Agreement a commitment percentage of
12.0% regarding each of the Tranche A Commitments and the Tranche B
Commitments and if such Lender desires to sell an assignment of 20.0%
of its interests under the Lessee Credit Agreement and the Credit
Agreement, then such Lender shall sell under the Lessee Credit
Agreement an interest of 2.5% of all available commitments and of all
outstandings thereunder, assuming all other requirements are met
thereunder, and under the Credit Agreement an interest of 2.4% of all
of the Available Commitments for Tranche A Loans and all outstanding
Tranche A Loans and an interest of 2.4% of all of the Available
Commitments for Tranche B Loans and all outstanding Tranche B
Loans.)"
(e) Appendix A to the Participation Agreement shall be amended in the
following respects:
(i) The following definitions shall be added in the appropriate
alphabetical order:
""Cash Collateral Account" shall have the meaning set forth
therefore in Section 8.9 of the Participation Agreement.";
""Cash Collateral Payment" shall mean any payment to the Agent
made from the deposits or proceeds of such deposits in the Cash
Collateral Account." and
""Permitted Investments" shall mean any one or more of the
following types of investments:
(a) marketable obligations of the United States, the full
and timely payment of which are backed by the full faith and
Page 7
credit of the United States of America and that have a maturity
of not more than 270 days from the date of acquisition;
(b) marketable obligations, the full and timely payment of
which are directly and fully guaranteed by the full faith and
credit of the United States and that have a maturity of not more
than 270 days from the date of acquisition;
(c) bankers' acceptances and certificates of deposit and
other interest-bearing obligations (in each case having a
maturity of not more than 270 days from the date of acquisition)
denominated in dollars and issued by any bank with capital,
surplus and undivided profits aggregating at least $100,000,000,
the short-term obligations of which are rated of least A-1 by
S&P and P-1 by Moody's;
(d) repurchase obligations with a term of not more than ten
days for underlying securities of the types described in clauses
(a), (b) and (c) above entered into with any bank of the type
described in clause (c) above;
(e) commercial paper rated at least A-1 by S&P and P-1 by
Moody's; and,
(f) demand deposits, time deposits or certificates of
deposit (having original maturities of no more than 365 days) of
depository institutions or trust companies incorporated under
the laws of the United States of America or any state thereof
(or domestic branches of any foreign bank) and subject to
supervision and examination by federal or state banking or
depository institution authorities; provided, however that at
Page 8
the time such investment, or the commitment to make such
investment, is entered into, the short-term debt rating of such
depository institution or trust company shall be at least A-1 by
S&P and P-1 by Moody's."
(ii) The definition of "Holder Commitments" is amended by
deleting it in its entirety and replacing it with the following:
""Holder Commitments" shall mean the aggregate committed
amount set forth in Schedule I to the Trust Agreement as
such Schedule I may be amended and replaced from time to
time in accordance with the provisions of the Operative
Agreements; the Holder Commitment of each Holder shall be
as set forth in Schedule I to the Trust Agreement as such
amount may be increased or reduced from time to time in
accordance with the provisions of the Operative
Agreements."
(iii) The definition of "Lender Commitments" is amended by
deleting it in its entirety and replacing it with the following:
""Lender Commitments" shall mean the aggregate committed
amount set forth in Schedule 1.1 to the Credit Agreement as
such Schedule 1.1 may be amended and replaced from time to
time in accordance with the provisions of the Operative
Agreements; the Lender Commitment of each Lender shall be
as set forth in Schedule 1.1 to the Credit Agreement as
such amount may be increased or reduced from time to time
in accordance with the provisions of the Operative
Agreements."
Page 9
(iv) The definition of "Maximum Residual Guarantee Amount" is
amended by deleting it in its entirety and replacing it with the
following"
""Maximum Residual Guarantee Amount" shall mean an amount
equal to the product of the aggregate Property Cost for all
Properties multiplied by eighty-six (86%)."
2. Credit Agreement.
Pursuant to Section 9.1(b) of the Participation Agreement and Section
2.5(a) of the Credit Agreement (except as noted below), the Lessee (on
behalf of the Owner Trustee) hereby elects to reduce the Tranche A
Commitments by $5,720,000 and to reduce the Tranche B Commitments by
$585,000. With regard to such election by the Lessee, Schedule 1.1 to the
Credit Agreement is deleted in its entirety and replaced by the following
and the parties to the Amendment agree to the terms of this Section 2
notwithstanding the provisions of Section 2.5(a) of the Credit Agreement
which require reductions in Lender Commitments to be in even multiples of
$1,000,000:
Schedule 1.1
A. LENDER COMMITMENTS EXCLUDING
THE ▇▇▇▇▇▇▇ COMMITMENT AVAILABLE FOR LOANS
Tranche A Tranche B
Commitment Commitment
Name and Address of Amount Percentage Amount Percentage
Lenders
First Union National Bank $9,779,000 17.500000% $1,000,125 17.500000%
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 10
NationsBank, N.A. $9,779,000 17.500000% $1,000,125 17.500000%
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, NE,
19th Floor
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: J. ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
AmSouth Bank $6,985,000 12.500000% $714,375 12.500000%
SONAT - 7th Floor
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Credit Lyonnais New York $6,985,000 12.500000% $714,375 12.500000%
Branch
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇-▇▇▇▇
Attn.: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
RaboBank Nederland New $5,588,000 10.00000% $571,500 10.00000%
York Branch
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn.: Corporate Services
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Comerica Bank $4,191,000 7.500000% $428,625 7.500000%
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: Manager, Health
Education Group
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 11
National City Bank of $4,191,000 7.500000% $428,625 7.500000%
Kentucky
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Wachovia, N.A. $4,191,000 7.500000% $428,625 7.500000%
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇)
Scotiabanc, Inc. $4,191,000 7.500000% $428,625 7.500000%
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
TOTAL *$55,880,000 100.000000% *5,715,000 100.000000%
--------------
* As such amounts and percentages may be reduced from time to time in accordance
with the provisions of the Operative Agreements.
B. LENDER COMMITMENTS CONSTITUTING
THE ▇▇▇▇▇▇▇ COMMITMENT AVAILABLE FOR LOANS
Tranche A Tranche B
Commitment Commitment
Name and Address of Amount Percentage Amount Percentage
Lenders
First Union National $27,950,000 50.000000% $3,575,000 50.000000%
Bank
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 12
NationsBank, N.A. $27,950,000 50.000000% $3,575,000 50.000000%
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
NE, 19th Floor
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: J. ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone:(▇▇▇)-▇▇▇-▇▇▇▇
Facsimile:(▇▇▇)-▇▇▇-▇▇▇▇
TOTAL $55,900,000 100.000000% $7,150,000 100.000000%
[The aggregate Lender Commitment (including without limitation
the ▇▇▇▇▇▇▇ Commitment available for Loans) equals $124,645,000.]
3. Lease Agreement. Section 17.1 of the Lease Agreement is amended by
adding subsection 17.1(w) as follows:
"(w) Lessee shall fail to make a deposit into the Cash Collateral
Account in accordance with Section 8.9 of the Participation Agreement
within three (3) days after the same has become due;".
4. Security Agreement. The Security Agreement is amended as follows.
(a) The first paragraph of the Preliminary Statement in the Security
Agreement is amended in the following respects:
(i) The reference to "$130,950,000" is amended by deleting such
reference and replacing it with a reference to "the aggregate Lender
Commitments from time to time" and
(ii) The reference to "$4,050,000" is amended by deleting such
reference and replacing it with a reference to "the aggregate Holder
Commitments from time to time".
Page 13
(b) Section 2 of the Security Agreement is amended by (i) deleting
the subsection heading "(p)" and replacing it with a subsection heading
"(q)", (ii) deleting the "; and" from subsection "(o)" and replacing it
with ";" and (iii) adding the following as subsection (p):
"(p) all right, title and interest of the Borrower in and to the
Cash Collateral Account; and".
5. Trust Agreement. The amended Schedule I to the Trust Agreement
referenced below evidences a reduction of $195,000 in the Holder Commitments
(excluding the ▇▇▇▇▇▇▇ Commitment available for Holder Advances). Schedule I to
the Trust Agreement is amended by deleting it in its entirety and replacing it
with the following and the Holders executing this Amendment agree to the terms
of this Section 5:
SCHEDULE I
HOLDER COMMITMENTS
A. HOLDER COMMITMENTS EXCLUDING THE ▇▇▇▇▇▇▇ COMMITMENT
AVAILABLE FOR HOLDER ADVANCES
Holder Commitment
Name of Holder Amount Percentage
FIRST UNION NATIONAL BANK $690,562.50 36.250000%
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
NATIONSBANK, N.A. $690,562.50 36.250000%
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, NE,
17th Floor
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.:J. ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
AMSOUTH BANK $238,125.00 12.500000%
SONAT - 7th Floor
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Page 14
WACHOVIA BANK, N.A. $142,875.00 7.500000%
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
SCOTIABANC INC. $142,875.00 7.500000%
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
TOTAL $1,905,000. *100.000000%
----------------
*As such amounts and percentages may be reduced from time to time
in accordance with the provisions of the Operative Agreements."
▇. ▇▇▇▇▇▇ COMMITMENTS CONSTITUTING
THE ▇▇▇▇▇▇▇ COMMITMENT AVAILABLE FOR HOLDER ADVANCES
Holder Commitment
Name of Holder Amount Percentage
First Union National Bank $975,000 50.000000%
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
NationsBank, N.A. $975,000 50.000000%
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, NE,
19th Floor
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: J. ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
TOTAL $1,950,000 100.000000%
Page 15
[The aggregate Holder Commitment (including without limitation the ▇▇▇▇▇▇▇
Commitment available for Holder Advances) equals $3,855,000.]
6. Conditions Precedent. This Amendment shall be effective as of May 28,
1999 upon satisfaction of the following conditions:
(a) execution of this Amendment by the Credit Parties, the Agent and
the Majority Secured Parties;
(b) receipt by the Agent of legal opinions of counsel to the Credit
Parties relating to this Amendment and resolutions from the board of
directors of each of the Credit Parties authorizing the provisions of this
Amendment, in each case in form and substance reasonably satisfactory to
the Agent;
(c) receipt by the Agent of a waiver fee of twelve and one-half basis
points (0.125%) on the Commitments (as such have been adjusted pursuant to
this Amendment) such waiver fee is payable pro rata to the Lenders and
Holders providing the Commitments; and
(d) receipt by the Agent of an amendment fee of thirty-seven and one-
half basis points (0.375%) on the Commitments (as such have been adjusted
pursuant to this Amendment) payable pro rata to the Lenders and Holders
providing the Commitments to the extent, but only to the extent, such
Lender and Holders have executed this Amendment.
7. Amendment to UCC Financing Statements. The Lessee shall cause each and
every UCC Financing Statement filed to be amended to include the Cash Collateral
Account as Collateral set forth in the UCC Financing Statements (unless the
Agent determines that any one or more such UCC Financing Statements does not
require such an amendment) and Lessee shall cause the amended UCC Financing
Statements to be filed in the appropriate jurisdiction by June 15, 1999.
Page 16
8. Costs and Expenses. The Lessee agrees to pay all reasonable costs and
expenses of the Agent in connection with the preparation, execution and delivery
of this Amendment, including without limitation the reasonable fees and expenses
of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇, PLLC.
9. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original and it shall not be necessary in making proof of this Amendment to
produce or account for more than one such counterpart.
10. Continued Effectiveness of Operative Agreements. Except as modified
hereby, all of the terms and conditions of the Operative Agreements shall remain
in full force and effect.
11. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of North Carolina.
[The remainder of this page has been intentionally left blank.]
Page 17
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be duly executed and delivered as of the date first above written.
CONSTRUCTION AGENT
AND LESSEE: CENTENNIAL HEALTHCARE CORPORATION,
as the Construction Agent and as
the Lessee
By: /s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
GUARANTORS: CENTENNIAL/ASHTON PROPERTIES
CORPORATION, a Georgia corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
CENTENNIAL HEALTHCARE PROPERTIES
CORPORATION, a Georgia corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
CENTENNIAL HEALTHCARE MANAGEMENT
CORPORATION, a Georgia corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
CENTENNIAL ACQUISITION CORPORATION,
a Georgia corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
CENTENNIAL PROFESSIONAL THERAPY
SERVICES CORPORATION, a Georgia
corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
Page 18
CENTENNIAL HEALTHCARE INVESTMENT
CORPORATION, a Georgia corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
CENTENNIAL HEALTHCARE HOSPITAL
CORPORATION, a Georgia corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
TRANSITIONAL HEALTH SERVICES, INC.,
a Delaware corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
TRANSITIONAL FINANCIAL SERVICES,
INC.,
a Delaware corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
PARAGON REHABILITATION, INC., a
Delaware corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
THS PARTNERS I, INC., a Delaware
corporation
Page 19
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
THS PARTNERS II, INC., a Delaware
corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
TRANSITIONAL HEALTH PARTNERS d/b/a
TRANSITIONAL HEALTH SERVICES, a
Delaware general partnership
By: THS PARTNERS I, INC., its
general partner
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
By: THS PARTNERS II, INC., its
general partner
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
PARKVIEW PARTNERSHIP, a Delaware
general partnership
By: THS PARTNERS I, INC., its
general partner
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
By: THS PARTNERS II, INC., its
general partner
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
Page 20
TOTAL CARE CONSOLIDATED, INC., a
North Carolina corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
TOTAL CARE, INC., a North Carolina
corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
TOTAL HEALTH CARE SERVICES, INC., a
North Carolina corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
TOTAL CARE OF THE CAROLINAS, INC.,
a North Carolina corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
HCC HOME HEALTH OF LOUISIANA, INC.,
a Louisiana corporation
By:/s/▇▇▇▇ ▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇
Title:EVP
OWNER TRUSTEE AND
LESSOR: FIRST SECURITY BANK, NATIONAL
ASSOCIATION, not individually,
except as expressly stated herein,
but solely as the Owner Trustee
Page 21
under the Centennial Real Estate
Trust 1998-1
By:/s/ ▇▇▇ ▇. ▇▇▇▇▇
Name:▇▇▇ ▇. ▇▇▇▇▇
Title:V.P.
SYNDICATION AGENT: FIRST UNION CAPITAL MARKETS, A
DIVISION OF WHEAT FIRST SECURITIES,
INC., as the Syndication Agent
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
Title:V.P.
AGENT AND LENDERS: NATIONSBANK, N.A., as an Agent and
as a Lender
By:/s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇
Name:J. ▇▇▇▇▇▇ ▇▇▇▇▇
Title:SR. V.P.
FIRST UNION NATIONAL BANK, as a
Lender
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
Name:J. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
Title:V.P.
AMSOUTH BANK, as a Lender
By:/s/ J/ ▇▇▇ Diafata
Name:Asst. V.P.
Title:
CREDIT LYONNAIS NEW YORK BRANCH, as
a Lender
Page 22
By:/s/▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:V.P.
COOPERATIVE CENTRALE
RAIFFEISEN-BOERENLEENBANK, B.A.
"RABOBANK NEDERLAND", NEW YORK
BRANCH, as a Lender
By:
COMERICA BANK, as a Lender
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇
Name:▇▇▇▇▇ ▇▇▇▇▇
Title:Asst. V.P.
NATIONAL CITY BANK OF KENTUCKY, as
a Lender
By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:V.P.
WACHOVIA BANK, N.A., as a Lender
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name:▇▇▇▇ ▇▇▇▇▇▇▇
Title:V.P.
SCOTIABANC INC., as a Lender
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:Relationship Manager
Page 23
HOLDERS: FIRST UNION NATIONAL BANK, as a
Holder
By:/s/ J. ▇▇▇▇ ▇▇▇▇▇▇
Name:J. ▇▇▇▇ ▇▇▇▇▇▇
Title:V.P
NATIONSBANK, N.A., as a Holder
By:/s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇
Name:J. ▇▇▇▇▇▇ ▇▇▇▇▇
Title:Sr. V.P.
AMSOUTH BANK, as a Holder
By:/s/ J. ▇▇▇ Diafata
Name:J. ▇▇▇ Diafata
Title:Asst. V.P.
WACHOVIA BANK, N.A., as a Holder
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:V.P.
SCOTIABANC INC., as a Holder
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:Relationship Manager
Page 24
Receipt of the original counterpart of the foregoing Amendment is hereby
acknowledged on this ___ day of _____, 1999. 1
NATIONSBANK, N.A., as Agent
By:
Name:
Title:
Page 25