Exhibit 10.18.2
FOURTH AMENDMENT TO CREDIT AGREEMENT
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AND WAIVER
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THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER is made and dated
as of February 26, 1996, (this "Fourth Amendment") among Community Psychiatric
Centers, a Nevada corporation ("CPC"), Transitional Hospitals Corporation, a
Delaware corporation ("THC"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION ("Bank") and amends that certain Credit Agreement dated as of May 6,
1994, as amended by a First Amendment to Credit Agreement dated as of December
14, 1994, a Second Amendment to Credit Agreement dated as of February 28, 1995,
and Third Amendment to Credit Agreement dated as of June 7, 1995 (as so amended
or modified from time to time, the "Agreement").
RECITALS
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The Company has requested, and the Bank has agreed, on the terms and
conditions set forth herein, to amend the Agreement to extend the Termination
Date and waive certain Events of Defaults.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Terms. All terms used herein shall have the same meanings as in the
Agreement unless otherwise defined herein. All references to the Agreement shall
mean the Agreement as hereby amended.
2. Amendment to Agreement.
2.1 The parties hereto agree that the definition of "Termination
Date" in Section 1.01 of the Agreement is amended by deleting "February 28,
1996" and inserting "February 28, 1997" in lieu thereof.
3. Waivers. The Bank hereby agrees to waive compliance for the reporting
period ending November 30, 1995 only with (a) the Net Funded Debt to EBITDA
Ratio set forth in Section 7.14 of this Agreement, (b) the EBITDA to
Consolidated Net Interest Expense Ratio set forth in Section 7.15 of the
Agreement, and (c) the Tangible New Worth Covenant set forth in Section 7.16 of
the Credit Agreement.
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4. Representations and Warranties. The Company represents and warrants
to Bank that, on and as of the date hereof, and after giving effect to this
Fourth Amendment:
4.1 Authorization. The execution, delivery and performance of this
Fourth Amendment have been duly authorized by all necessary corporate action by
the Company and this Fourth Amendment has been duly executed and delivered by
the Company.
4.2 Binding Obligation. This Fourth Amendment is the legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms.
4.3 No Legal Obstacle to Credit Agreement. The execution, delivery
and performance of this Fourth Amendment will not (a) contravene the terms of
the Company's certificate of incorporation, by-laws or other organization
document; (b) conflict with or result in any breach or contravention of the
provisions of any contract to which the Company is a party, or the violation of
any law, judgment, decree or governmental order, rule or regulation applicable
to the Company, or (c) result in the creation under any agreement or instrument
of any security interest, lien, charge, or encumbrance upon any of the assets of
the Company. No approval or authorization of any governmental authority is
required to permit the execution, delivery or performance by the Company of this
Fourth Amendment, or the transactions contemplated hereby.
4.4 Incorporation of Certain Representations. The representations and
warranties of the Company set forth in Section 5 of the Agreement are true and
correct in all respects on and as of the date hereof as though made on and as of
the date hereof.
4.5 Default. Except as waived herein no Default or Event of Default
under the Agreement has occurred and is continuing.
5. Conditions, Effectiveness. The effectiveness of this Fourth Amendment
shall be subject to the compliance by the Company with its agreements herein
contained, and to the delivery of the following to the Bank in form and
substance satisfactory to the Bank:
5.1 Corporate Resolution. A copy of a resolution or resolutions
passed by the Board of Directors of the Company, certified by the Secretary or
an Assistant Secretary of the Company as being in full force and effect on the
effective date of this Fourth Amendment, authorizing the amendments herein
provided for and the execution, delivery and performance of this Fourth
Amendment.
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5.2 Authorized Signatories. A certificate, signed by the Secretary or
an Assistant Secretary of the Company and dated the date of this Fourth
Amendment, as to the incumbency of the person or persons authorized to execute
and deliver this Fourth Amendment and any instrument or agreement required
hereunder on behalf of the Company.
5.3 Other Evidence. Such other evidence with respect to the Company
or any other person as the Bank may reasonably request in connection with this
Fourth Amendment and the compliance with the conditions set forth herein.
6. Miscellaneous.
6.1 Effectiveness of the Agreement and the Loan Documents. Except as
hereby expressly amended, the Agreement and each other Loan Document shall each
remain in full force and effect, and are hereby ratified and confirmed in all
respects on and as of the date hereof.
6.2 Waivers. This Fourth Amendment is limited solely to the matters
expressly set forth herein and is specific in time and in intent and does not
constitute, nor should it be construed as, a waiver or amendment of any other
term or condition, right, power or privilege under the Agreement, the Loan
Documents, or under any agreement, contract, indenture, document or instrument
mentioned therein; nor does it preclude or prejudice any rights of the Bank
thereunder, or any exercise thereof or the exercise of any other right, power or
privilege, nor shall it require the Bank to agree to an amendment, waiver or
consent for a similar transaction or on a future occasion, nor shall any future
waiver of any right, power, privilege or default hereunder, or under any
agreement, contract, indenture, document or instrument mentioned in the
Agreement, constitute a waiver of any other default of the same or of any other
term or provision.
6.3 Counterparts. This Fourth Amendment may be executed in any number
of counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument. This Fourth Amendment shall not become
effective until the Company and the Bank shall have signed a copy hereof,
whether the same or counterparts, and the same shall have been delivered to the
Bank.
6.4 Jurisdiction. This Fourth Amendment shall be governed by and
construed under the laws of the State of
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California.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed and delivered as of the date first written above.
COMMUNITY PSYCHIATRIC CENTERS
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: CHAIRMAN AND CEO
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TRANSITIONAL HOSPITALS CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: CHIEF FINANCIAL OFFICER
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
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