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Amendment No.4 And Joinder Agreement

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Sectors: Retail
Governing Law: New York, View New York State Laws
Effective Date: January 01, 1998
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AMENDMENT No.4 AND JOINDER AGREEMENT


THIS AMENDMENT No.4 AND JOINDER AGREEMENT ("Amendment") is entered into as of April ___ 1998 by and among ACCUHEALTH, INC. a corporation organized under the laws of the State of New York ("Accuhealth"), MIDVIEW DRUG, INC. a corporation organized under the laws of the State of New York ("Midview"), ACCUHEALTH HOME CARE, INC. a corporation organized under the laws of the State of Delaware ("AFIC"), CITIVIEW DRUG CO., INC. a corporation organized under the laws of the State of New York ("Citiview"), PROHEALTHCARE INFUSION SERVICES, INC., a corporation organized under the laws of the State of New Jersey ("PHCIS"), HEALIX HEALTHCARE, INC. a corporation organized under the laws of the State of Delaware ("Hill"), PRN HOMECARE AGENCY, INC. a corporation organized under the laws of the State of New Jersey ("PRN"), AMERIX NURSING HOLDINGS, INC. a corporation organized under the laws of the State of Delaware ("Amerix"), HEALIX HEALTHCARE, INC. a corporation organized under the laws of the State of New York ("Healthcare"), HEALIX HEALTHCARE OF NEW YORK, INC. a corporation organized under the laws of the state of New York ("Healix NY"), RYE BEACH HEALTHCARE, INC. a corporation organized under the laws of the State of New York ("Rye Beach"), HEALIX HEALTHCARE OF NEW JERSEY a corporation organized under the laws of the State of New Jersey ("Healix NY') and AMERICARE HOME NURSING SERVICES, INC. a corporation organized under the laws of the State of New Jersey ("Americare"), (Accuhealth, Midview, AHC, Citiview, PHCIS, Hill, PRN, Amerix, Healthcare, Healix NY, Rye Beach, Healix NJ and Americare, each a "Borrower" and, jointly and severally, the "Borrowers"), and ROSENTHAL & ROSENTHAL, INC. ("Lender").


BACKGROUND


Borrowers (other than HHI, PRN, Amerix, Healthcare, Healix NY, Rye Beach, Healix NJ and Americare) and Lender are parties to a Loan and Security Agreement dated as of April 28, 1994, as amended by Amendment No.1 dated as of February 1, 1996, Amendment No.2 dated as of February 1, 1997 and Amendment No.3 and Joinder Agreement dated as of July 30, 1997 (as further amended, supplemented or otherwise modified from time to time, the "Loan Agreement") pursuant to which Lender provided Borrowers (other than Hill, PRN, Amerix, Healthcare, Healix NY, Rye Beach, Healix NJ and Americare) with certain financial accommodations.


Pursuant to an Agreement and Plan of Merger dated as of December 1997, by and among Accuhealth, HHI Acquiring Corp., a wholly-owned subsidiary of Accuhealth ("Sub"), HHI, Linda Barkan, Chaim Charytan, M.D., Mary Comerford, Jeffrey S. Freed, M.D., Donald GiaQuinto, Robert GiaQuinto, Robert Labra, Kathleen P. O'Brien McDonald and Arthur Schwacke, Jr. (the "Purchase Agreement") (i) Accuhealth acquired all of the issued and outstanding shares of capital stock of Hill and (ii) Sub was merged with and into HHI with Hill as the surviving corporation.


Borrowers (other than HHI, PRN, Amerix, Healthcare, Healix NY, Rye Beach, Healix NJ and Americare) have requested that Lender permit each of HHI, PRN, Amerix, Healthcare, Healix NY, Rye Beach, Healix NJ and Americare to become a Borrower under the Loan Agreement and


amend certain provisions of the Loan Agreement and Lender is willing to do so on the terms and conditions hereafter set forth.


NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of Borrowers by Lender, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows;


1. DEFINITIONS. All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.


2. JOINDER.


(a) PHCIS, HILL, PRN, Amerix, Healthcare, Healix NY, Rye Beach, Healix NJ and Americare are hereby added as additional Borrowers under the Loan Agreement, and all references to "Borrower" or "Borrowers" thereunder shall henceforth be deemed to include PHCIS, Hill, PRN, Amerix, Healthcare, Healix NY, Rye Beach, Healix NJ and Americare.


(b) PHCIS, HILL, PRN, Amerix, Healthcare, Healix NY, Rye Beach, Healix NJ and Americare hereby adopt the Loan Agreement and each of the Ancillary Agreements and assumes in lull, and acknowledges that it is jointly and severally liable for, the payment, discharge, satisfaction and performance of all Obligations. Without limiting the generality of the foregoing, in order to secure the prompt payment and performance to Lender of the Obligations, Hill, PRN, Amerix, Healthcare, Healix NY, Rye Beach, Healix NJ and Americare each hereby assigns, pledges and grants to Lender a continuing security interest in and to all of its respective Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located.


3. AMENDMENT TO LOAN AGREEMENT. Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement is hereby amended as follows;


3.1 Section 1(a) of the Loan Agreement is hereby amended by adding the following defined terms in their appropriate alphabetical order;


"AMERICARE" shall mean Americare Home Nursing Services, Inc. a New I, Jersey corporation.


"AMERIX" shall mean AMERIX NURSING HOLDINGS, INC. a Delaware corporation.


"FOURTH AMENDMENT" shall mean Amendment No.4 and Joinder
Agreement to Loan and Security Agreement dated as of April 28,
1994.


"FOURTH AMENDMENT EFFECTIVE DATE" shall mean ___________, 1998.


3


"HEALIX NJ" shall mean Healix Healthcare of New Jersey a New
Jersey corporation.


"HEALIX NY" shall mean Healix Healthcare of New York, Inc. a
New York corporation.


"HEALTHCARE" shall mean Healix Healthcare, Inc. a New York
corporation.


"HILL" shall mean Healix Healthcare, Inc. a Delaware
corporation.


"OVERADVANCE AVAILABILITY" shall mean an amount equal to
$1,000,000 in excess of the Formula Amount.


"OVERDRAFT LOANS" shall mean the amount outstanding under the
Overadvance Availability.


"OVERADVANCE RATE" shall mean an interest rate per annum equal
to the (i) Prime Rate plus (ii) three percent (3%)."


"PHCIS" shall mean ProHealthCare Infusion Services, Inc., a New
Jersey corporation.


"PRN" shall mean PRN Homecare Agency, Inc. a New Jersey
corporation.


"RYE BEACH" shall mean Rye Beach Healthcare, Inc. a New York
corporation.


"THIRD AMENDMENT" shall mean amendment No.3 and Joinder
Agreement to Loan and Security Agreement dated as of April 28,
1994.


3.2 Section 1(a) of the Loan Agreement is further amended as
follows;


(a) The defined term "CONTRACT RATE" is amended by adding the following at the end thereof:


"and the Overdraft Rate."


(b) The defined term "LOANS" is amended by inserting the words "Overdraft Loans" immediately after the words "Term Loan" on the first line thereof.


(c) The defined term "TERM" is amended by deleting the date "April 1, 1998" on the first line thereof and inserting the date "April 1, 2000" in its place and stead
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