Exhibit 10.13
EXECUTION COPY
SUPPLEMENTAL TERM LOAN ASSUMPTION
AGREEMENT dated as of November 23, 2004 (this “
Agreement ”), among COMPHEALTH GROUP, INC., a Delaware
corporation (the “ Company ”), CHG MEDICAL
STAFFING, INC., a Delaware corporation (the “ Term
Borrower ”), COMERICA BANK (the “ Supplemental
Term Lender ”) and JPMORGAN CHASE BANK, N.A. (formerly
known as JPMorgan Chase Bank), as Administrative Agent.
Reference is made to the Credit
Agreement dated as of January 29, 2004, among the Company, the
Borrowers, the Lenders party thereto and the Administrative Agent,
as amended by Amendment No. 1, Consent, Waiver and Agreement
dated as of October 29, 2004 (as so amended, the “
Credit Agreement ”).
Pursuant to Section 2.19 of the
Credit Agreement, the Term Borrower has requested that the
Supplemental Term Lender provide the Term Borrower with a
Supplemental Term Commitment. The Supplemental Term Lender is
willing to provide the Term Borrower with a Supplemental Term
Commitment, on the terms and subject to the conditions set forth
herein. Accordingly, the parties hereto agree as
follows:
SECTION 1. Defined Terms; Terms
Generally. Capitalized terms used and not defined herein shall
have the meanings assigned to such terms in the Credit Agreement.
The rules of construction set forth in Section 1.03 of the
Credit Agreement shall apply equally to this Agreement. This
Agreement shall be a “Supplemental Term Loan Assumption
Agreement” for all purposes of the Credit Agreement and the
other Loan Documents.
SECTION 2. Supplemental Term
Commitment; Supplemental Term Loan. (a) Subject to the
terms and conditions set forth herein, the Supplemental Term Lender
agrees to make a Supplemental Term Loan to the Term Borrower on the
Supplemental Term Loan Closing Date (as defined below) in a
principal amount not to exceed $3,700,000. Amounts repaid in
respect of the Supplemental Term Loan made hereunder may not be
reborrowed.
(b) Except as provided herein, the
terms of the Supplemental Term Loan made hereunder shall be
identical to those of the Term Loans outstanding immediately prior
to the effectiveness of this Agreement (the “ Existing
Term Loans ”). Without limiting the generality of the
foregoing, the Applicable Rate with respect to the Supplemental
Term Loan made hereunder shall be as set forth in the Credit
Agreement.
(c) The Term Borrower hereby
unconditionally promises to pay to the Administrative Agent for the
account of the Supplemental Term Lender the then unpaid principal
amount of the Supplemental Term Loan made hereunder as
follows:
|
|
|
|
|
|
|
|
Amount
|
|
March 31, 2005
|
|
$
|
162,539.93
|
|
June 30, 2005
|
|
|
162,539.93
|
|
September 30, 2005
|
|
|
162,539.93
|
|
December 31, 2005
|
|
|
162,539.93
|
|
March 31, 2006
|
|
|
208,346.65
|
|
June 30, 2006
|
|
|
208,346.65
|
|
September 30, 2006
|
|
|
208,346.65
|
|
December 31, 2006
|
|
|
208,346.65
|
|
March 31, 2007
|
|
|
208,346.65
|
|
June 30, 2007
|
|
|
208,346.65
|
|
September 30, 2007
|
|
|
208,346.65
|
|
December 31, 2007
|
|
|
208,346.65
|
|
March 31, 2008
|
|
|
345,766.77
|
|
June 30, 2008
|
|
|
345,766.77
|
|
September 30, 2008
|
|
|
345,766.77
|
|
Term Maturity Date
|
|
|
345,766.77
|
(d) The funding of the Supplemental
Term Loan to be made hereunder shall be made in the manner
contemplated by Section 2.05 of the Credit Agreement. Unless
previously terminated, the Supplemental Term Commitment hereunder
shall terminate at 5:00 p.m., New York City time, on
November 24, 2004.
(e) It is the intent of the parties
that the Supplemental Term Loan made hereunder be included in each
Borrowing of the Existing Term Loans on a pro rata basis. In
furtherance of the foregoing, each of the parties hereto agrees
that a portion of the Supplemental Term Loan made hereunder shall
be allocated to each outstanding Eurodollar Borrowing of Existing
Term Loans on a pro rata basis and that the interest rate
applicable to such Supplemental Term Loan for the remainder of the
existing