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EXHIBIT 10.1
February 18, 2005
Trinity Healthcare of Winston-Salem,
Inc.
3918 West Point Boulevard
Winston-Salem, North Carolina 27103
Ladies and Gentlemen:
This
letter constitutes an agreement by and between COMERICA BANK, a
Michigan banking corporation (herein called
"Bank"), and TRINITY HEALTHCARE OF
WINSTON-SALEM, INC., a Georgia corporation
(herein called "Company"), pertaining
to certain loans and other credit which
Bank has made or may from time to time
hereafter make available to Company.
In
consideration of all present and future loans and credit from time
to
time made available by Bank to or in favor
of Company, and in consideration of
all present and future liabilities,
obligations and indebtedness of Company to
Bank, howsoever created, evidenced,
existing or arising, whether direct or
indirect, absolute or contingent, joint or
several, now or hereafter existing or
arising, or due or to become due, and all
extensions and/or renewals thereof
(herein collectively called the
"Liabilities"), Company covenants and agrees as
follows:
1.
Each loan
or other extension of credit made by Bank to or otherwise
in favor of Company shall be evidenced by
and subject to a promissory note or
other agreement or evidence of indebtedness
acceptable to Bank, and executed and
delivered by Company unto Bank (any and all
notes, instruments, documents and
agreements at any time evidencing,
governing, securing or otherwise relating to
any of the Liabilities are herein
collectively called the "Loan Documents").
2.
So long as
Bank shall have any commitment or obligation, if any, to
make or extend loans, advances or other
credit to or in favor of Company, and so
long as any Liabilities remain unpaid
and/or outstanding, Company covenants and
agrees that it shall:
(a)
Furnish, or
cause to be furnished, to Bank, (i) within one hundred
twenty (120) days after and as of the end of each fiscal year
of
Company, financial statements of Company for and as of the end
of
each such year, containing the balance sheet of Company as of
the
end of each such fiscal year, and statements of income and
retained
earnings and changes in financial position of Company for each
such
year, and such other comments and financial details as are
usually
included in similar statements and reports; (ii) within thirty
(30)
days after and as of the end of each month, financial statements
of
Company, containing the balance sheet of Company as of the end
of
each such month then ending, and statements of income and
retained
earnings and changes in financial position of Company for the
month
then ending and for the portion of the fiscal year of Company
through the end of such month then ending; (iii) within ten
(10)
days after and as of the end of each month, agings of Company's
accounts receivable and accounts payable, an inventory report and
a
borrowing base report; (iv) on or before April 30 of each
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year and as of a date not more than sixty (60) days prior
thereto,
an updated personal financial statement for John E. Elliott II,
Lawrence R. Kuhnert and each other individual that becomes a
guarantor of any of the Liabilities after the date hereof; and
(v)
promptly, such other information and reports as Bank may
reasonably
request from time to time or which is to be furnished to Bank
in
accordance with any of the Loan Documents. The annual statements
to
be furnished to Bank pursuant to (i) above shall be reviewed by
independent certified public accountants selected by Company
and
acceptable to Bank, and the monthly financial statements and
reports
to be furnished to Bank pursuant to (ii) and (iii) above shall
be
prepared by Company and certified by an authorized officer of
Company. All of such financial statements should be prepared in
accordance with generally accepted accounting principles
consistently applied ("GAAP"), and all such financial statements
and
other information and reports to be furnished to Bank pursuant
to
the provisions hereof shall be in form and detail reasonably
satisfactory to Bank.
(b)
Promptly inform
Bank of the occurrence of any event of default, or
any condition or event which, with the giving of notice or the
passage of time, or both, would constitute an event of default,
under any of the Liabilities or Loan Documents, and of any
condition
or event which has h
