Sixth Amendment to Credit Agreement among Children's Comprehensive Services, Inc., SunTrust Bank, and AmSouth Bank

Contract Categories: Business Finance › Credit Agreements
Summary

This amendment updates the terms of a credit agreement between Children's Comprehensive Services, Inc. (the borrower), SunTrust Bank (as agent and lender), and AmSouth Bank (as lender). It revises the interest rate margins, maturity dates for revolving and term loans, financial ratio requirements, and the amounts committed by each lender. All other terms of the original agreement remain unchanged, and the borrower reaffirms its obligations under the amended agreement. The amendment is effective as of February 13, 2001.

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EX-10.1 2 g67061ex10-1.txt SIXTH AMENDMENT TO CREDIT AGREEMENT 1 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:
- ---------------------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------------
2 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURES ON NEXT PAGE] 2 3 ENTERED INTO as of the date first above written. BORROWER: CHILDREN'S COMPREHENSIVE SERVICES, INC. By: /s/ Donald B. Whitfield ---------------------------------------- Title: Vice President Finance/CFO ------------------------------------- AGENT: SUNTRUST BANK, Agent By: /s/ Stephen C. Baird ---------------------------------------- Title: Corporate Banking Officer ------------------------------------- LENDERS: SUNTRUST BANK By: /s/ Stephen C. Baird ---------------------------------------- Title: Corporate Banking Officer ------------------------------------- AMSOUTH BANK By: /s/ Allison H. Jones ---------------------------------------- Title: Vice President ------------------------------------- 3