EX-10.2 FIRST AMENDMENT TO CREDIT AGREEMENT

EX-10.2 2 g90426exv10w2.txt EX-10.2 FIRST AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.2 FIRST AMENDMENT THIS FIRST AMENDMENT (this "Amendment") dated as of January 16, 2004 to the Credit Agreement referenced below is by and among PSYCHIATRIC SOLUTIONS, INC., a Delaware corporation (the "Borrower"), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent. WITNESSETH WHEREAS, a revolving credit facility of up to $50 million has been extended to the Borrower pursuant to the terms of that Credit Agreement (as amended, modified and supplemented from time to time, the "Credit Agreement") dated as of January 6, 2004 among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent; and WHEREAS, the Borrower has requested that the Required Lenders agree to certain modifications of the Credit Agreement and the Required Lenders 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 are hereby acknowledged, the parties hereto agree as follows: 1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement. 2. Amendments. The Credit Agreement is amended in the following respects: 2.1 In the definition of "Borrowing Base" in Section 1.01 of the Credit Agreement, the word "value" is added immediately after the word "book" in clause (b)(i). 2.2 In the definition of "Consolidated Total Leverage Ratio" in Section 1.01 of the Credit Agreement, the phrase "if positive," is added immediately before "the sum of" in clause (ii). 2.3 The definition of "Swing Line Lender" in Section 1.01 of the Credit Agreement is amended to read as follows: "Swing Line Lender" means (a) Bank of America in its capacity as provider of Swing Line Loans, (b) any other Lender acceptable to the Administrative Agent and the Borrower that agrees to provide Swing Line Loans or (c) in each case, any successor swing line lender hereunder. 3. Joinder of New Lenders. The Borrower has the right to increase the Aggregate Revolving Commitments to up to $50 million with new Revolving Commitments from any Person acceptable to the Administrative Agent. Each of Lehman Commercial Paper, Inc., General Electric Capital Corporation, AmSouth Bank and SunTrust Bank (collectively, the "New Lenders") hereby agrees to provide a Revolving Commitment under the Credit Agreement in the amount set forth on the new Schedule 2.01 to the Credit Agreement attached hereto. The Borrower, the Guarantors and the New Lenders hereby acknowledge, agree and confirm that each New Lender shall from and after the date hereof be deemed to be a party to the Credit Agreement and a "Lender" for all purposes of the Credit Agreement, and shall have all of the rights and obligations of a Lender under the Credit Agreement as if such New Lender had executed the Credit Agreement. 4. New Schedule 2.01. Schedule 2.01 to the Credit Agreement is replaced with the new Schedule 2.01 attached hereto. 5. Conditions Precedent. This Amendment shall become effective as of the date hereof upon satisfaction of each of the following conditions: , (a) receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors and the Lenders (including the New Lenders); and (b) receipt by the Administrative Agent of all fees due in connection with this Amendment. 6. Reaffirmation of Representations and Warranties. The Borrower represents and warrants that the representations and warranties set forth in the Loan Documents are true and correct as of the date hereof (except those that expressly relate to an earlier period). 7. Reaffirmation of Guaranty. Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Guarantor's obligations under the Credit Agreement or the other Loan Documents. 8. Reaffirmation of Security Interests. The Borrower and each Guarantor (i) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (ii) agrees that this Amendment shall in no manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Loan Documents. 9. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect. 10. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. 11. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York. [Signature Pages Follow] 2 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWER: PSYCHIATRIC SOLUTIONS, INC., a Delaware corporation By: /s/ Brent Turner --------------------- Name: Brent Turner Title: Vice President, Treasurer & Investor Relations GUARANTORS: AERIES HEALTHCARE CORPORATION, a Delaware corporation AERIES HEALTHCARE OF ILLINOIS, INC., an Illinois corporation BOUNTIFUL PSYCHIATRIC HOSPITAL, INC., a Utah corporation COLLABORATIVE CARE CORPORATION, a Tennessee corporation EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION, a North Carolina corporation GREAT PLAINS HOSPITAL, INC., a Missouri corporation GULF COAST TREATMENT CENTER, INC., a Florida corporation H.C. CORPORATION, an Alabama corporation HAVENWYCK HOSPITAL INC., a Michigan corporation HSA HILL CREST CORPORATION, an Alabama corporation HSA OF OKLAHOMA, INC., an Oklahoma corporation INFOSCRIBER CORPORATION, a Delaware corporation LAURELWOOD CENTER, INC., a Mississippi corporation MICHIGAN PSYCHIATRIC SERVICES, INC., a Michigan corporation PREMIER BEHAVIORAL SOLUTIONS, INC., a Delaware corporation PREMIER BEHAVIORAL SOLUTIONS OF ALABAMA, INC., a Delaware corporation PSI CEDAR SPRINGS HOSPITAL, INC., a Delaware corporation PSI COMMUNITY MENTAL HEALTH AGENCY MANAGEMENT, INC., a Tennessee corporation PSI-EAP, INC., a Delaware corporation PSIHOSPITALS, INC., a Delaware corporation PSYCHIATRIC MANAGEMENT RESOURCES, INC., a California corporation PSYCHIATRIC PRACTICE MANAGEMENT OF ARKANSAS, INC., a Tennessee corporation PSYCHIATRIC SOLUTIONS HOSPITALS, INC., a Delaware corporation PSYCHIATRIC SOLUTIONS OF ALABAMA, INC. a Tennessee corporation PSYCHIATRIC SOLUTIONS OF ARIZONA, INC., a Delaware corporation PSYCHIATRIC SOLUTIONS OF FLORIDA, INC., a Tennessee corporation PSYCHIATRIC SOLUTIONS OF LOUISIANA, INC., a Delaware corporation PSYCHIATRIC SOLUTIONS OF NORTH CAROLINA, INC., a Tennessee corporation PSYCHIATRIC SOLUTIONS OF OKLAHOMA, INC., a Delaware corporation PSYCHIATRIC SOLUTIONS OF TENNESSEE, INC., a Tennessee corporation RAMSAY MANAGED CARE, INC., a Delaware corporation By: /s/ Brent Turner ----------------- Name: Title: [SIGNATURE PAGES CONTINUE] RAMSAY TREATMENT SERVICES, INC., a Delaware corporation RAMSAY YOUTH SERVICES OF FLORIDA, INC., a Delaware corporation RAMSAY YOUTH SERVICES OF GEORGIA, INC., a Delaware corporation RAMSAY YOUTH SERVICES OF SOUTH CAROLINA, INC., a Delaware corporation RHCI SAN ANTONIO, INC., a Delaware corporation SOLUTIONS CENTER OF LITTLE ROCK, INC., a Tennessee corporation SUNSTONE BEHAVIORAL HEALTH, INC., a Tennessee corporation THE COUNSELING CENTER OF MIDDLE TENNESSEE, INC., a Tennessee corporation TRANSITIONAL CARE VENTURES, INC., a Delaware corporation TRANSITIONAL CARE VENTURES (TEXAS), INC., a Delaware corporation PSI TEXAS HOSPITALS, LLC, a Texas limited liability company THERAPEUTIC SCHOOL SERVICES, LLC, an Oklahoma limited liability company By: /s/ Brent Turner ---------------- Name: Title: NEURO INSTITUTE OF AUSTIN, L.P., a Texas limited partnership TEXAS CYPRESS CREEK HOSPITAL, L.P., a Texas limited partnership TEXAS LAUREL RIDGE HOSPITAL, L.P., a Texas limited partnership TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P., a Texas limited partnership TEXAS SAN MARCOS TREATMENT CENTER, L.P., a Texas limited partnership TEXAS WEST OAKS HOSPITAL, L.P., a Texas limited partnership By: PSI TEXAS HOSPITALS, LLC, its general partner By: /s/ Brent Turner ----------------- Name: Title: H.C. PARTNERSHIP, an Alabama general partnership By: H.C. CORPORATION, its general partner HSA HILL CREST CORPORATION, its general partner By: /s/ Brent Turner ----------------- Name: Title: [SIGNATURE PAGES CONTINUE] ADMINISTRATIVE AGENT: BANK OF AMERICA, NA., as Administrative Agent By: /s/ Kristine Thennes --------------------- Name: Kristine Thennes Title: Vice President LENDERS: BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender By: /s/ Elizabeth L. Knox --------------------- Name: Elizabeth L. Knox Title: SVP LEHMAN COMMERCIAL PAPER, INC. By: /s/ Francis Chang --------------------- Name: Francis Chang Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Keith S. Kennedy --------------------- Name: Keith S. Kennedy Title: Its Duly Authorized Signatory AMSOUTH BANK By: /s/ William H. Berrell --------------------- Name: William H. Berrell Title: Vice President SUNTRUST BANK By: /s/ William D. Priester ----------------------- Name: William D. Priester Title: Director