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EXHIBIT 4.3
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HEALTHCOR HOLDINGS, INC.,
THE GUARANTORS SIGNATORIES HERETO,
as Guarantors
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee
____________________
FIRST SUPPLEMENTAL INDENTURE
Dated December 2, 1997
to
INDENTURE
Dated as of December 1, 1997
____________________
11% Senior Notes due 2004
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FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), is
dated as of December 2, 1997, among CareNetwork, Inc., an Arkansas corporation
("CARENETWORK"), HealthCor Holdings, Inc., a Delaware corporation (the
"COMPANY"), the Guarantors parties hereto and Norwest Bank Minnesota, National
Association, as trustee (the "TRUSTEE").
RECITALS
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture (the "Indenture"), dated as of December 1, 1997, providing
for the issuance of an aggregate principal amount of $80,000,000 of 11% Senior
Notes due 2004 (the "Notes"); and
WHEREAS, pursuant to Section 8.01 of this Indenture, the Trustee, the
Company and the Guarantors are authorized to execute and deliver this
Supplemental Indenture without the consent of the Holders of the Notes to cure
any ambiguity, defect or inconsistency in the Indenture; and
WHEREAS, a possible defect may exist with respect to the
enforceability of the Indenture against CareNetwork;
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged,
CareNetwork, the Company, the Guarantors and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Definitions. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture. For all purposes of
this Supplemental Indenture, except as otherwise herein expressly provided or
unless the context otherwise requires, the words "herein," "hereof" and
"hereby" and other words of similar import used in this Supplemental Indenture
refer to this Supplemental Indenture as a whole and not to any particular
section hereof.
2. Agreement to Guarantee. CareNetwork hereby agrees, jointly
and severally with all other Guarantors, to guarantee the Company's obligations
under the Notes on the terms and subject to the conditions set forth in Article
10 of the Indenture and to be bound by all other applicable provisions of the
Indenture.
3. Confirmation and Novation of Prior Guarantee. CareNetwork
hereby confirms and novates its guarantee of the Company's obligations under
the Notes as set forth in the Indenture pursuant to its execution and delivery
thereof as of December 1, 1997.
4. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.
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5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
6. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental
Indenture.
7. Counterparts. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
8. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
CARENETWORK, INC., as Guarantor
By: /s/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
Title: Vice President and
Chief Financial Officer
HEALTHCOR HOLDINGS, INC.
By: /s/ S. XXXXX XXXXXX
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Name: S. Xxxxx Xxxxxx
Title: Chairman of the Board and
Chief Executive Officer
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
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HEALTHCOR, INC.
PHYSICIANS HOME HEALTH NETWORK, INC.
HEALTHCOR OXYGEN & MEDICAL EQUIPMENT, INC.
HEALTHCOR REHABILITATION SERVICES, INC.
HEALTHCOR PHARMACY, INC.
HEALTHCOR FOUNDATION
HC PERSONNEL RESOURCES, INC.,
as Guarantors
By: /s/ S. XXXXX XXXXXX
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Name: S. Xxxxx Xxxxxx
Title: Chairman of the Board
and Chief Executive Officer
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