Amendment Number 4 to Mortgage Loan Agreement



  
 Exhibit 10.12

  
 $5.000,000.00 SECURED TERM LOAN 

 
 AMENDMENT NO. 4 
  
 TO 
  
 MORTGAGE LOAN AGREEMENT 
  
 originally dated as of August 31, 2000 
  
 by and among 
  
 HEALTHMONT, INC., 
 HEALTHMONT OF GEORGIA, INC. 
 (dba Memorial Hospital of Adel and Memorial Convalescent Center), 
 HEALTHMONT OF TEXAS, INC., 
 HEALTHMONT OF TEXAS I, LLC (dba Dolly Vinsant Memorial Hospital),

 HEALTHMONT OF OREGON I, INC., 
 HEALTHMONT OF OREGON II, INC., 
 HEALTHMONT OF OREGON III, INC. (dba Woodland Park Medical Plaza), 
 HEALTHMONT OF OREGON V, LLC (dba Woodland Park Hospital), and 
 HEALTHMONT OF OREGON IV, LLC (dba Eastmoreland Hospital) 
 (collectively, “Borrower”)

  
 and 
  
 HELLER HEALTHCARE FINANCE, INC. 
 (“Lender”) 
  
 Amended as of March 31, 2002 
  









 AMENDMENT NO. 4 TO MORTGAGE LOAN AGREEMENT 
  
 THIS AMENDMENT NO. 4 TO MORTGAGE LOAN AGREEMENT (this
“Amendment”) is made as of March 31, 2002, by and among HEALTHMONT, INC., a Tennessee corporation, HEALTHMONT OF GEORGIA, INC., a Tennessee corporation (dba Memorial Hospital of Adel and Memorial Convalescent Center),
HEALTHMONT OF TEXAS, INC., a Tennessee corporation, HEALTHMONT OF TEXAS I, LLC, a Tennessee limited liability company (dba Dolly Vinsant Memorial Hospital), and HEALTHMONT OF MISSOURI, INC., a Tennessee corporation (dba
Callaway County Community Hospital) (collectively, “Borrower”), and HELLER HEALTHCARE FINANCE, INC., a Delaware corporation (“Lender”). 
  
 RECITALS 
  
 A. Pursuant to that certain Mortgage Loan Agreement dated August 31, 2000 by and among Borrower and Lender (as amended, restated, modified or
supplemented from time to time, the “Loan Agreement”), the parties have established certain financing arrangements that allow Borrower to borrow funds from Lender in accordance with the terms and conditions set forth in the Loan
Agreement. 
  
 B. Borrower has requested, and Lender has
agreed, to make certain modifications to certain financial covenant provisions in the Loan Agreement, all as set forth herein. 
  
 NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained in this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower have agreed to the following amendments to the Loan Agreement. 
  

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings that are set forth in the Loan
Agreement. 
  
 2. Other Amendments to Loan
Agreement. 
  
 (a) Section 5.20 –
Debt Service Coverage Ratio. Section 5.20 is hereby deleted in its entirety and replaced by the following: 
  
 “5.20 Debt Service Coverage Ratio. Commencing with a measurement on March 31, 2002, and continuing with measurements on the last day of each
quarter thereafter throughout the term of the Loan, Borrower shall have maintained the following Debt Service Coverage Ratios: 
  

			
	 Quarter Ending

	  	DSC Ratio


	 3/31/02
	  	.70 to 1.0
	 6/30/02
	  	.55 to 1.0
	 9/30/02
	  	.60 to 1.0
	 12/31/02
	  	.55 to 1.0
	 3/31/03
	  	1.2 to 1.0
	 6/30/03
	  	1.50 to 1.0

  









 For purposes of this covenant, “Debt Service Coverage Ratio” shall mean the ratio of (i)
Cash Flow (defined below) from the Facilities (determined as set forth below) to (ii) Debt Service (defined below). The Debt Service Coverage Ratio shall be measured on a quarterly basis beginning with the quarter ending December 31, 2000 and
continuing until the Loan is repaid in full. For purposes of this covenant, “Cash Flow” shall mean, for any given accounting period, net income (as determined in accordance with generally accepted accounting principles applied on a
basis consistent with prior periods) plus amortization, depreciation, interest, accrued taxes, and management fees. For purposes of this covenant, “Debt Service” shall mean, for any given period, all regularly scheduled interest
payments due under all loans to Lender, plus all interest on capital leases, and any other debt permitted pursuant to the terms of the Loan Documents or otherwise permitted in writing by Lender.” 
  
 (b) Section 5.21 – Cash Flow Requirements.
Section 5.21 is hereby deleted in its entirety and replaced by the following: 
  
 “5.21 Cash Flow. Commencing with a measurement on March 31, 2002, and continuing with measurements on the last day of each quarter thereafter throughout the term of the Loan, Borrower shall have maintained
minimum annualized Cash Flow (as defined in Section 5.20) for the preceding twelve (12) months of operations as follows: 
  

				
	 Quarter Ending

	  	Cash Flow


	 3/31/02
	  	$	150,000.00  
	 6/30/02
	  	$	235,000.00  
	 9/30/02
	  	$	120,000.00  
	 12/31/02
	  	$	450,000.00  
	 3/31/03
	  	$	500,000.00  
	 6/30/03
	  	$	800,000.00”

  

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 (c) Section 5.22 – Working Capital Requirements. Section 5.22 of the Loan
Agreement is hereby amended and restated to read as follows: 
  
 “5.22 Working Capital Ratio. At the end of each calendar quarter throughout the term of the Loan, Borrower shall have maintained a Working Capital Ratio as follows: 
  

			
	 Period Ending

	  	Working Capital Ratio


	 12/31/00
	  	2.15 to 1.0
	 3/31/01
	  	  1.4 to 1.0
	 6/30/01 through 3/31/02
	  	1.18 to 1.0
	 6/30/02 through Maturity
	  	1.25 to 1.0

  
 For purposes of this
covenant, “Working Capital Ratio” shall mean the ratio of Borrower’s current assets to Borrower’s current liabilities (excluding amounts due and owing under the Loan and the Revolving Loan). The Working Capital Ratio shall
be measured on a quarterly basis beginning with the quarter ending December 31, 2000 and continuing until the Loan is repaid in full.” 
  
 3. Confirmation of Representations and Warranties. Each of the entities comprising Borrower hereby confirms that all of the representations
and warranties set forth in Article IV of the Loan Agreement are true and correct with respect to Borrower, and specifically represents and warrants to Lender that it has good and marketable title to all of its respective Collateral, free and clear
of any lien or security interest in favor of any other person or entity. 
  
 4. Costs. In consideration of Lender’s agreement to modify certain financial covenants of the Loan Agreement as described in Section 2 of this Amendment, and for Lender’s consent to certain
actions of Borrower as described in a letter agreement dated of even date of this Amendment, Borrower hereby agrees to pay to Lender a modification fee equal to Fifteen Thousand Dollars ($15,000). In addition, Borrower shall be responsible for the
payment of all reasonable fees of Lender’s in-house counsel incurred in connection with the preparation of this Amendment and any related documents. All of the fees described in this Section 4 shall constitute a portion of the Obligations
evidenced by the Revolving Credit Note and secured by the Revolving Loan Agreement and other Loan Documents, and Borrower hereby authorizes Lender to deduct all of such fees set forth in this Section 4 from the proceeds of the next Revolving Credit
Loan. 
  
 5. Reference to the Effect on the Loan
Agreement. 
  
 (a) Upon the effectiveness
of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Loan Agreement as amended by this
Amendment. 
  
 (b) Except as specifically amended
above, the Loan Agreement, and all other Loan Documents, shall remain in full force and effect, and are hereby ratified and confirmed. 
  
 (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment, operate as a
waiver of any right, power or remedy of Lender, nor constitute a waiver of any provision of the Loan Agreement, or any other 

  

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documents, instruments and agreements executed or delivered in connection with the Loan Agreement. 
  
 6. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of Maryland. 
  
 7. Headings. Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 
  
 8. Counterparts. This Amendment may be executed in
counterparts, and both counterparts taken together shall be deemed to constitute one and the same instrument. 
  
 [SIGNATURES APPEAR ON FOLLOWING PAGE] 
  

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 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first
written above. 
  

					
	LENDER:
	
	 HELLER HEALTHCARE FINANCE, INC.,
 a Delaware corporation

			
	By:	 	/s/    JOSEPH PRANDANI        	 	 (SEAL)

	 	 	
	 	 
	 Name:
 Title:
	 	 Joseph Prandani
 Vice President
	 	 


  

					
	BORROWER:
	
	 HEALTHMONT, INC.,
 a Tennessee
corporation

			
	By:	 	/s/    TIMOTHY S. HILL        	 	 (SEAL)

	 	 	
	 	 
	 Name:
 Title:
	 	 Timothy S. Hill
 President
	 	 


  

					
	 HEALTHMONT OF GEORGIA, INC.,
 a Tennessee corporation

			
	By:	 	/s/    TIMOTHY S. HILL        	 	 (SEAL)

	 	 	
	 	 
	 Name:
 Title:
	 	 Timothy S. Hill
 President
	 	 


  

					
	 HEALTHMONT OF TEXAS, INC.,
 a Tennessee corporation

			
	By:	 	/s/    TIMOTHY S. HILL        	 	 (SEAL)

	 	 	
	 	 
	 Name:
 Title:
	 	 Timothy S. Hill
 President
	 	 


  

					
	 HEALTHMONT OF TEXAS I, LLC,
 a Tennessee limited liability company

			
	By:	 	/s/    TIMOTHY S. HILL        	 	 (SEAL)

	 	 	
	 	 
	 Name:
 Title:
	 	 Timothy S. Hill
 President
	 	 


  

					
	 HEALTHMONT OF MISSOURI, INC.,
 a Tennessee corporation

			
	By:	 	/s/    TIMOTHY S. HILL        	 	 (SEAL)

	 	 	
	 	 
	 Name:
 Title:
	 	 Timothy S. Hill
 President
	 	 


  

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