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EXHIBIT 4.1.3
QUORUM HEALTH GROUP, INC.
Issuer
TO
UNITED STATES TRUST COMPANY OF NEW YORK
Trustee
First Supplemental Indenture
Dated as of May 7, 1997
$100,000,000
11 7/8% Senior Subordinated Notes due December 15, 2002
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FIRST SUPPLEMENTAL INDENTURE dated as of May 7, 1997, between QUORUM
HEALTH GROUP, INC., a corporation duly organized and existing under the laws of
the State of Delaware (the "Company"), and United States Trust Company of New
York, as Trustee (the "Trustee").
RECITALS
WHEREAS, the Company and the Trustee are parties to that certain Indenture
dated as of December 15, 1992 (the "Indenture"), regarding the Company's 117/8%
Senior Subordinated Notes due December 15, 2002 (the "Notes");
WHEREAS, the Company has commenced an offer to purchase (the "Offer") for
cash all of its outstanding Notes from all Holders, upon the terms and subject
to the conditions set forth in the Offer to Purchase and Consent Solicitation
Statement dated as of April 24, 1997 and in the related Consent and Letter of
Transmittal dated April 24, 1997;
WHEREAS, in connection with the Offer and forming a part thereof, the
Company has solicited consents (the "Consents") of the Holders of the Notes to
effect certain amendments ("the Amendments") to the Indenture (the
"Solicitation");
WHEREAS, there have been validly delivered Consents of Holders of a
majority in principal amount of the Notes outstanding that are owned by Holders
other than the Company, any subsidiary or any person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
the Company or any subsidiary;
WHEREAS, Section 902 of the Indenture permits the Company and the
Trustee to enter into a Supplemental Indenture; and
WHEREAS, in accordance with the terms of the Offer and Solicitation, the
Company has determined that it is necessary or required to supplement the
Indenture to reflect the Amendments.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual premises
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby supplement
and amend the Indenture (such amendments not to become operative until validly
tendered Notes are accepted for payment by the Company) as follows:
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1. The covenant entitled "Limitation on Consolidated Debt" (Section 1008
of the Indenture) is hereby deleted in its entirety.
2. The covenant entitled "Limitation on Layered and Junior Debt" (Section
1009 of the Indenture) is hereby deleted in its entirety.
3. The covenant entitled "Limitation on Restricted Payments" (Section 1010
of the Indenture) is hereby deleted in its entirety.
4. The covenant entitled "Limitation on Investments" (Section 1011 of the
Indenture) is hereby deleted in its entirety.
5. The covenant entitled "Limitations Concerning Distributions by
Subsidiaries, etc." (Section 1012 of the Indenture) is hereby deleted in its
entirety.
6. The covenant entitled "Limitation on Liens" (Section 1013 of the
Indenture) is hereby deleted in its entirety.
7. The covenant entitled "Limitation on Certain Sales of Capital Stock of
Subsidiaries and Certain Assets" (Section 1015 of the Indenture) is hereby
deleted in its entirety.
8. The covenant entitled "Change of Control" (Section 1016 of the
Indenture) is hereby deleted in its entirety.
9. The covenant entitled "Unrestricted Subsidiaries" (Section 1018 of the
Indenture) is hereby deleted in its entirety.
10. The covenant entitled "Mergers, Consolidations and Certain Sales and
Purchases of Assets" (Section 801 of the Indenture) is hereby amended in full to
be and read as follows:
SECTION 801. Mergers, Consolidations and Certain Sales and Purchases of
Assets.
The Company (a) shall not consolidate with or merge into any other Person;
(b) shall not permit any other Person to consolidate with or merge into (i) the
Company or (ii) any Restricted Subsidiary in a transaction in which such
Subsidiary remains a Restricted Subsidiary; (c) shall not, directly or
indirectly, transfer, convey, sell, lease or otherwise dispose of all or
substantially all of its proper ties and assets as an entirety; and (d) shall
not, and shall not permit any Restricted Subsidiary to (i) directly or
indirectly, acquire Capital Stock of or other ownership interests in any other
Person such that such other Person becomes a Subsidiary of the Company or
(ii) directly or
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indirectly, purchase, lease or otherwise acquire all or substantially all of
the properties and assets of any Person as an entirety or any existing
business (whether existing as a separate entity, subsidiary, division, unit
or otherwise) of any Person; unless, in any such transaction:
(1) immediately before and after giving effect to such transaction
and treating any Debt Incurred by the Company or a Subsidiary of the
Company as a result of such transaction as having been Incurred by the
Company or such Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, shall have happened and be continuing;
(2) in the case the Company shall consolidate with or merge into
another Person or shall directly or indirectly transfer, convey, sell,
lease or otherwise dispose of all or substantially all of its properties
and assets as an entirety, the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by transfer,
conveyance, sale, lease or other disposition all or substantially all of
the properties and assets of the Company as an entirety (for purposes of
this Article Eight, a "Successor Company") shall be a corporation,
partnership, limited liability company or trust, shall be organized and
validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and shall expressly assume by an
indenture supplemental hereto executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest on all the Securities and
the performance of every covenant of this Indenture on the part of the
Company to be performed or observed; and
(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer, lease, other disposition,
acquisition or purchase, and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, complies
with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with, and, with respect to
such Officers' Certificate, setting forth the manner of determination of
the Consolidated Net Worth and the Consolidated Cash Flow Ratio of the
Company or, if applicable, of the Successor Company as required pursuant
to the foregoing.
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11. The covenant entitled "Limitation on Transactions with Affiliates and
Related Persons" (Section 1014 of the Indenture) is hereby amended in full to be
and read as follows:
SECTION 1014. Limitation on Transactions with Affiliates and
Related Persons.
The Company shall not, and shall not permit any Subsidiary of the
Company to, directly or indirectly, enter into any transaction (including the
purchase, sale, lease or exchange of property, the rendering of any service or
the making of any loan or advance) with any Affiliate or Related Person, unless
(1) such Affiliate or Related Person is (both before and after such
transaction) (a) a Wholly Owned Subsidiary of the Company or (b) another
Subsidiary of the Company the minority interests in which are not held by
any Affiliate or Related Person;
(2) the Board of Directors shall determine (in its good faith
judgment and evidenced by a Board Resolution) that:
(i) the terms of such transaction are in the best interests of
the Company or such Subsidiary; and
(ii) such transaction is on terms no less favorable to the
Company or such Subsidiary than those that could be obtained in a
comparable arm's length transaction with an entity that is not an
Affiliate or a Related Person; or
(3) the transaction is in the ordinary course of business of the
Company or such Subsidiary consistent with past practice and the total
consideration given by the Company or such Subsidiary in such transaction
or series of transactions of which it is a part (including cash, the fair
value of non-cash property and the assumption of Debt, as evidenced by an
Officer's Certificate) does not exceed $2,000,000.
12. Clause (3) of Section 5.01 of the Indenture entitled "Events of
Default" is hereby deleted in its entirety.
13. In executing this First Supplemental Indenture, the Trustee
acknowledges that it has received, as permitted by Section 903 of the Indenture,
an opinion prepared by the Company's special counsel, Reboul, MacMurray, Xxxxxx,
Xxxxxxx & Kristol, dated as of the date hereof, a copy of which is attached
hereto as Exhibit A.
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14. Capitalized terms used herein without definition shall have the
meanings set forth in the Indenture.
15. This First Supplemental Indenture may be executed in any number of
counterparts with the same effect as if the signature to each counterpart were
upon a single instrument, and all such counter parts together will be deemed an
original of this First Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the date first written above.
Quorum Health Group, Inc.
By:_____________________________________
Name:
Title:
Attest:
_______________________________
United States Trust Company
of New York
By:_____________________________________
Name:
Title:
Attest:
_______________________________
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