Order Authorizing Amendment to Debtors' DIP Loan Agreement – Mariner Post-Acute Network, Inc.

Summary

This court order, issued by the U.S. Bankruptcy Court for the District of Delaware, authorizes Mariner Post-Acute Network, Inc. and its affiliated debtors to enter into and perform under a third amendment to their existing Debtor in Possession (DIP) Loan Agreement. The order modifies certain terms of the original loan agreement as approved by the court, while maintaining all other terms unless specifically changed. It also clarifies that the order does not affect ongoing litigation involving Novacare Holdings, Inc. The order is effective as of January 11, 2001.

EX-10.2 3 g67027ex10-2.txt ORDER AUTHORIZING AN AMENDMENT TO DEBTORS' 1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE - ----------------------------------X IN RE | | CHAPTER 11 | MARINER POST-ACUTE NETWORK, | CASES NOS. 00-113 (MFW) INC., ET AL., | THROUGH 00-214 (MFW) | | | (JOINTLY ADMINISTERED) DEBTOR. | - ----------------------------------X ORDER AUTHORIZING AN AMENDMENT TO DEBTORS' DEBTOR IN POSSESSION LOAN AGREEMENT Upon the motion (the "Motion") of the debtors and debtors in possession in the above-captioned cases (the "Debtors"), requesting entry of an order authorizing them to enter into, and perform under, the Third Amendment (the "Amendment") to the Revolving Credit and Guaranty, dated as of January 18, 2000, as previously amended on February 16, 2000 and March 20, 2000 (the "DIP Credit Agreement") in substantially form heretofore filed with this Court; and due and proper notice of the Motion having been given; and it appearing that sufficient cause exists for granting the requested relief and that the relief requested under the Motion is in the best interests of the Debtors' estates and creditors, it is hereby: ORDERED that, pursuant to Sections 105, 363, and 364 of the Bankruptcy Code, the Motion is granted, and the Debtors are authorized to entered into, and perform under, the Amendment; and it is further ORDERED that, to the extent the Final Order (as defined in the Motion) approving the DIP Credit Agreement relies upon the definition of any term as used in the DIP Credit agreement 2 (including but not limited to the definition of "Termination Date," which the DIP Credit Agreement defines as the earlier of, among other things, the "Maturity Date"), the Final Order shall be deemed modified to the extent the definition of such term is modified by the Amendment; and it is further ORDERED, that, as to Prudent Buyer Appeal Money only: (i) this Order shall be subject to the Court's decision on the motions to dismiss filed by the Defendants in the adversary proceeding captioned Novacare Holdings, Inc. v. Mariner Post-Acute Network, Inc., et al., Adversary Proceeding No. 00-1577 (MFW) (the "NCH Action") to the same extent as the Final Order and the first day and interim orders approving the DIP Credit Agreement and granting adequate protection in connection therewith (collectively, the "DIP Orders"); and (ii) the entry of this Order shall not impact, impair, or in any way affect either the ruling on the motions to dismiss or the relief being sought by Novacare Holdings, Inc. ("NCH") in the NCH Action beyond any impact, impairment, or any other effect of the DIP Orders on the motions to dismiss or the relief being sought by NCH in the NCH action; and it is further ORDERED that, other than specifically provided herein or in the Amendment, all terms and conditions set forth in the DIP Credit Agreement and the Final Order remain in full force and effect. Date: January 11, 2001 Wilmington, Delaware /s/ Mary F. Walrath ------------------------------ The Honorable Mary F. Walrath United States Bankruptcy Judge