condition or duty.
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 5
Section 4.11. Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
Section 4.12. ENTIRE AGREEMENT. THIS AMENDMENT EMBODIES THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
Section 4.13. Required Banks. The Agreement may be modified as provided in this
Amendment with the agreement of the Required Banks which means Banks having
fifty-one percent (51%) or more of the sum of the total Revolving Commitments
(such percentage applicable to a Bank, herein such Bank's "Required Bank
Percentage"). For purposes of determining the effectiveness of this Amendment,
each Bank's Required Bank Percentage is set forth on Schedule 4.13 hereto.
Executed as of the date first written above.
PARENT AND BORROWER: HORIZON HEALTH CORPORATION HORIZON MENTAL HEALTH
MANAGEMENT, INC. By:
/s/ John Pitts
John Pitts, Authorized Officer for both Parent and Borrower
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 6
AGENT AND BANKS: JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase
Bank, who was formerly The Chase Manhattan Bank, who was successor-in-interest
by merger to the Chase Bank of Texas, National Association who was formerly
known as TEXAS COMMERCE BANK NATIONAL ASSOCIATION), individually as a Bank, as
Agent, and as Issuing Bank By:
/s/ Matthew H. Hildreth
Matthew H. Hildreth, Senior Vice President BANK OF AMERICA, NATIONAL
ASSOCIATION By:
/s/ Daniel Penkar
Name:
Daniel Penkar Title:
Senior Vice President WELLS FARGO BANK, N.A.
(formerly Wells Fargo Bank Texas, National Association) By:
/s/ Linda G. Davis
Name:
Linda G. Davis Title:
Vice President KEYBANK NATIONAL ASSOCIATION By:
/s/ Joanne Bramanti
Name:
Joanne Bramanti Title:
Senior Vice President WACHOVIA BANK, NATIONAL
ASSOCIATION By:
/s/ Gideon Oosthuizen
Name:
Gideon Oosthuizen Title:
Vice President
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 7
AMEGY BANK, N.A. By:
/s/ Lisa Armstrong
Name:
Lisa Armstrong Title:
Vice President SUNTRUST BANK By:
/s/ Gregory M. Ratliff
Name:
Gregory M. Ratliff Title:
Vice President
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 8
OBLIGATED PARTY CONSENT
Each Obligated Party (i) consents and agrees to this Third Amendment to Third
Amended and Restated Credit Agreement; (ii) agrees that the Guaranty, Subsidiary
Security Agreement, and the Subsidiary Pledge Agreement to which it is a party
shall remain in full force and effect and shall continue to be the legal, valid,
and binding obligation of such Obligated Party enforceable against it in
accordance with its terms; and (iii) agrees that the "Obligations" as defined in
the Agreement as amended hereby (including, without limitation, all obligations,
indebtedness, and liabilities arising in connection with the Letters