1
EXHIBIT 4.5.4
FOURTH AMENDMENT
This FOURTH AMENDMENT (the "Amendment") dated April, 29, 1998 is
entered into by and among QUORUM HEALTH GROUP, INC., a corporation organized
under the laws of Delaware (the "Borrower"), the LENDERS referred to in the
Credit Agreement (the "Lenders") and FIRST UNION NATIONAL BANK (f/k/a First
Union National Bank of North Carolina) as Agent for the Lenders (hereinafter
defined the "Agent").
STATEMENT OF PURPOSE
The Borrower, the Lenders and the Agent are parties to that certain
Credit Agreement dated as of April 22, 1997 (such agreement, as previously
amended, and as further amended from time to time, herein referred to as the
"Credit Agreement") pursuant to which the Lenders have agreed to extend certain
credit facilities to the Borrower. Capitalized terms used in this Amendment not
otherwise defined herein have the respective meanings attributed to such terms
in the Credit Agreement.
The Borrower has requested that the Lenders amend the Credit Agreement
as more fully described below. Subject to the terms and conditions set forth
below, the Lenders are willing to agree to the requested amendments.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties hereto, the Borrower,
each of the Lenders and the Agent agree as follows:
1. AMENDMENTS TO ARTICLE I. The definition of "Eligible Assignee"
is hereby amended by deleting the period at the end of such
definition and inserting the following text in lieu thereof:
"and so long as no Default or Event of Default shall
have occurred and be continuing, approved in writing by the
Borrower, such approvals not to be unreasonably withheld."
2. AMENDMENTS TO ARTICLE VII.
(a) Section 7.1(a) is hereby amended by deleting the
number "45" on the first line thereof and substituting the
number "50" in lieu thereof; and.
(b) Section 7.1(b) is hereby amended by deleting the
number "100" in the first line thereof and substituting the
number "105" in lieu thereof.
3. AMENDMENTS TO ARTICLE IX.
(a) Section 9.1 is hereby amended by deleting the
number "3.25" in the last line thereof and substituting the
number "3.50" in lieu thereof.
(b) Section 9.2 shall be deleted and the phrase
"[Intentionally Omitted]" shall be substituted in lieu
thereof.
2
(c) Section 9.4 shall be deleted and the phrase
"[Intentionally Omitted]" shall be substituted in lieu
thereof.
4. AMENDMENTS TO ARTICLE X.
(a) Section 10.1 is hereby amended by deleting the
word "and" at the end of clause (g) thereof and deleting the
period at the end of clause (h) thereof and substituting the
following text in lieu thereof.
"and (i) other Debt not to exceed $200,000,000 in the
aggregate amount outstanding at any time pursuant to senior
unsecured notes in form and substance and on terms and
conditions satisfactory to the Agent and Required Lenders."
(b) Section 10.7 is hereby amended by inserting the
following new clause (e) immediately after clause (d) thereof:
"(e) so long as no Default or Event of
Default has occurred and is continuing, or would result
therefrom, the Borrower may purchase on the open market
(and/or through private purchases) shares of its Capital Stock
not otherwise permitted hereunder; provided that (i) the
aggregate total consideration paid for such shares during the
term hereof does not exceed $100,000,000 and (ii) such
repurchases are made in accordance with a formal share
repurchase plan in form and substance satisfactory to the
Administrative Agent and adopted by the Board of Directors of
the Borrower."
5. AMENDMENT TO SECTION 13.10.
(a) Section 13.10(b)(ii) is hereby deleted and the
following text inserted in lieu thereof:
"(ii) if less than all of the assigning
Lender's Commitment is to be assigned, the amount of the
Commitment so assigned, plus the amount of the commitment of
such Lender under the Quorum ELLF Credit Agreement required to
be assigned pursuant to Section 13.10(b)(vi) hereof shall not
be less than $10,000,000 in the aggregate;"
(b) Section 13.10(f)(i) is hereby deleted and the
following text inserted in lieu thereof:
"(i) each such participation plus the amount
of any corresponding participation of such Lender under the
Quorum ELLF Credit Agreement required pursuant to Section
13.10(f)(viii) shall not be less than $5,000,000 in the
aggregate;"
6. WAIVER OF COVENANTS LIMITING INVESTMENTS AND ASSET
DISPOSITION. The Agent and the Lenders hereby consent to a
series of transactions by which NC-CNH, Inc., NC-MGH, Inc.,
respectively, will convey Macon Northside Hospital and Middle
Georgia Hospital, both located in Macon, Georgia, and related
assets and properties to a joint venture to be formed with
Columbia/HCA (the "Macon Joint Venture"), in exchange for
which the Borrower shall
2
3
receive an interest in such joint venture commensurate with
its Investment, and waive compliance with the provisions of
Sections 10.4 and 10.6 of the Credit Agreement to the extent,
but only to the extent, necessary to permit such conveyance
and Investment; provided, that (a) (i) the amount of any items
incurred by the Macon Joint Venture which would constitute
Debt (if incurred by the Borrower or any Consolidated Entity),
in the aggregate, shall not exceed $20,000,000, or (ii) if
such items which would constitute Debt exceed, in the
aggregate, $20,000,000, Consolidated Net Income shall
thereafter exclude the net income from such Macon Joint
Venture and any related tax effect thereof (b) if the
distribution policy of such joint venture as of the date of
such Investment by the Borrower shall be amended or otherwise
modified in a manner adverse to the Borrower, then
Consolidated Net Income shall thereafter exclude the net
income from such Macon Joint Venture and any related tax
effect thereof.
7. CONDITIONS. The effectiveness of the Amendments set forth
herein shall be conditioned upon receipt by the Agent of a
copy of this Amendment duly executed by the Agent, the
Borrower and the Required Lenders.
8. BRINGDOWN; REFERENCES TO CREDIT AGREEMENT. The Borrower hereby
represents and warrants that (a) the representations and
warranties contained in Article VI of the Credit Agreement are
true and correct in all material respects as of the date
hereof (except and to the extent that such representations and
warranties relate to an earlier date, in which case such
representations and warranties shall be true and correct as of
such earlier date) and (b) no Default or Event of Default has
occurred and is continuing as of the date hereof. All
references in the Loan Documents to "Credit Agreement" shall
refer to the Credit Agreement as amended by this Amendment and
as the Credit Agreement may be further amended from time to
time.
7. MISCELLANEOUS. Except as amended hereto, the Credit Agreement
shall remain in full force and effect in accordance with its
terms. This Amendment may be executed in one or more
counterparts each of which shall be deemed to be an original
and all of which, when taken together, shall constitute one
and the same instrument and no single counterpart of this
Amendment need be executed by all the parties hereto. The
covenants and agreements contained in this Amendment shall
apply to and inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
This Amendment shall be governed by the laws of the State of
North Carolina.
[Signature Pages Follow]
3
4
IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have
executed this Amendment to Credit Agreement as of the date first above written.
QUORUM HEALTH GROUP, INC.
By: ______________________________________
Name: _______________________________
Title: _______________________________
5
FIRST UNION NATIONAL BANK
By: ______________________________________
Name: _______________________________
Title: _______________________________
TORONTO DOMINION (TEXAS), INC.
By: ______________________________________
Name: _______________________________
Title: _______________________________
SCOTIABANC INC.
By: ______________________________________
Name: _______________________________
Title: _______________________________
AMSOUTH BANK OF ALABAMA
By: ______________________________________
Name: _______________________________
Title: _______________________________
CITICORP USA, INC.
By: ______________________________________
Name: _______________________________
Title: _______________________________
[Fourth Amendment]
6
SUNTRUST BANK, NASHVILLE, N.A.
By: ______________________________________
Name: _______________________________
Title: _______________________________
CORESTATES BANK, N.A.
By: ______________________________________
Name: _______________________________
Title: _______________________________
NATIONSBANK, N.A.
By: ______________________________________
Name: _______________________________
Title: _______________________________
MELLON BANK, N.A.
By: ______________________________________
Name: _______________________________
Title: _______________________________
[Fourth Amendment]
7
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: ______________________________________
Name: _______________________________
Title: _______________________________
FLEET NATIONAL BANK
By: ______________________________________
Name: _______________________________
Title: _______________________________
ABN AMRO BANK N.V.
By: ______________________________________
Name: _______________________________
Title: _______________________________
By: ______________________________________
Name: _______________________________
Title: _______________________________
COOPERATIEVE CENTRALE RAIFFEISEN
BOERENLEENBANK B.A.
"RABOBANK NEDERLAND,"
NEW YORK BRANCH
By: ______________________________________
Name: _______________________________
Title: _______________________________
By: ______________________________________
Name: _______________________________
Title: _______________________________
4
8
NATIONAL CITY BANK OF KENTUCKY
By: ______________________________________
Name: _______________________________
Title: _______________________________
UNION BANK OF CALIFORNIA, N.A.
By: ______________________________________
Name: _______________________________
Title: _______________________________
BANQUE PARIBAS
By: ______________________________________
Name: _______________________________
Title: _______________________________
By: ______________________________________
Name: _______________________________
Title: _______________________________
LTCB TRUST COMPANY
By: ______________________________________
Name: _______________________________
Title: _______________________________
5
9
THE SUMITOMO BANK, LIMITED
By: ______________________________________
Name: _______________________________
Title: _______________________________
CREDIT LYONNAIS NEW YORK BRANCH
By: ______________________________________
Name: _______________________________
Title: _______________________________
BANK ONE, DAYTON, NA
By: ______________________________________
Name: _______________________________
Title: _______________________________
THE SANWA BANK LIMITED,
ATLANTA AGENCY
By: ______________________________________
Name: _______________________________
Title: _______________________________
FBTC LEASING CORP.
By: ______________________________________
Name: _______________________________
Title: _______________________________
6
10
THE SUMITOMO TRUST AND
BANKING CO., LTD.,
NEW YORK BRANCH
By: ______________________________________
Name: _______________________________
Title: _______________________________
KREDIETBANK N.V.,
GRAND CAYMAN BRANCH
By: ______________________________________
Name: _______________________________
Title: _______________________________
FIRST TENNESSEE BANK
NATIONAL ASSOCIATION
By: ______________________________________
Name: _______________________________
Title: _______________________________
FIRST AMERICAN NATIONAL BANK
By: ______________________________________
Name: _______________________________
Title: _______________________________
7
11
BANK OF TOKYO - MITSUBISHI
TRUST COMPANY
By: ______________________________________
Name: _______________________________
Title: _______________________________
By: ______________________________________
Name: _______________________________
Title: _______________________________
[Fourth Amendment]
