Exhibit 99.1 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is made as of March 10, 1999, by and among MEDITRUST CORPORATION (the "BORROWER"), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as...
Exhibit 99.1
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is made as of
March 10, 1999, by and among MEDITRUST CORPORATION (the "BORROWER"), XXXXXX
GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the "ADMINISTRATIVE
AGENT"), BANKERS TRUST COMPANY, as Syndication Agent, BANKBOSTON, N.A., as
Co-Documentation Agent, FLEET NATIONAL BANK, as Co-Documentation Agent, and the
BANKS listed on the signature pages hereof.
W I T N E S S E T H:
WHEREAS, the Borrower and the Banks have entered into the Credit
Agreement, dated as of July 17, 1998, as amended by Amendment to Credit
Agreement, dated as of November 23, 1998 (as so amended, the "CREDIT
AGREEMENT"); and
WHEREAS, the parties desire to modify the Credit Agreement upon the terms
and conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:
1. DEFINITIONS. All capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Credit Agreement.
2. OPTIONAL TERMINATION. For purposes of Section 2.11(g) of the Credit
Agreement, this Amendment shall be
deemed to constitute the notice from the Borrower to the Administrative Agent
and the Banks required by such Section, pursuant to which the Borrower has
elected, effective as of the Effective Date, to cancel a portion of the Tranche
A Loan Commitments in an amount equal to One Hundred Fifty Million Dollars
($150,000,000) in the aggregate.
3. USE OF PROCEEDS. Section 5.16 of the Credit Agreement is hereby amended
by adding after the phrase "(including associated artwork)" the following: "or
from the sale of its golf related assets (both real and personal) but only to
the extent that the Net Cash Proceeds in connection with any sale of such golf
related assets (plus any taxable capital gains actually deducted in calculating
the same), shall be in excess of $300,000,000."
4. THE FEITS AGREEMENT. The following is hereby added to the end of
Section 5.23: "Notwithstanding the foregoing, the Borrower may enter into an
amendment to the Current FEITS Agreement in the form previously delivered by the
Borrower to the Administrative Agent, the Syndication Agent and the
Co-Documentation Agent."
5. HEALTHCARE INVESTMENTS. Section 5.25 of the Credit Agreement is hereby
deleted.
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6. EFFECTIVE DATE. This Amendment (with the exception of the provisions
of Paragraph 4 hereof, which shall become effective upon the satisfaction of
clauses (a) through (d) below only) shall become effective when each of the
following conditions is satisfied (or waived by the Required Banks) (the date
such conditions are satisfied or waived being deemed the "EFFECTIVE DATE"):
(a) the Borrower shall have executed and delivered to the Administrative
Agent a duly executed original of this Amendment;
(b) the Required Banks shall have executed and delivered to the
Administrative Agent a duly executed original of this Amendment;
(c) MOC shall have executed and delivered to the Administrative Agent a
duly executed original of the Confirmation of Guaranty;
(d) each of the Guarantors (as defined in the Guaranty) other than the
golf related entities shall have executed and delivered to the
Administrative Agent a duly executed original of the Confirmation
of Guaranty;
(e) the Borrower shall have delivered to the Administrative Agent
financial projections for
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the first two fiscal quarters of its fiscal year 1999;
(f) the sale of the Borrower's golf related assets (both real and
personal) to an unaffiliated third party shall have closed;
(g) the Administrative Agent shall have received an opinion of Xxxxxx,
XxXxxxxxx & Fish, LLP and Xxxxxxx, Procter & Xxxx LLP, counsel for the
Borrower, MOC and the other parties (the "OTHER PARTIES") to the Guaranty
(other than the Administrative Agent and the golf related entities),
acceptable to the Administrative Agent, the Banks and their counsel;
(h) the Administrative Agent shall have received all documents the
Administrative Agent may reasonably request relating to the existence of
the Borrower, MOC, and the Other Parties, the authority for and the
validity of this Amendment, and the other documents executed in
connection therewith, and any other matters relevant hereto, all in form
and substance reasonably satisfactory to the Administrative Agent. Such
documentation shall include, without limitation, the certificate of
4
incorporation and by-laws (or other organizational documents) of the
Borrower, MOC, and the Other Parties, as amended, modified or
supplemented prior to the Effective Date, each certified to be true,
correct and complete by an officer of the Borrower, MOC or the Other
Parties, as of a date not more than twenty (20) days prior to the
Effective Date, together with a good standing certificate from the
Secretary of State (or the equivalent thereof) of the State of Delaware
with respect to the Borrower and MOC and from the applicable Secretary
of State with respect to each of the Other Parties organized in the
United States (except as may be waived by the Administrative Agent),
each to be dated not more than twenty (20) days prior to the Effective
Date;
(i) the Administrative Agent shall have received all certificates,
agreements and other documents and papers referred to in this Amendment,
unless otherwise specified, in sufficient counterparts, satisfactory in
form and substance to the Administrative Agent in its reasonable
discretion;
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(j) the Borrower, MOC and each of the Other Parties shall have taken all
actions required to authorize the execution and delivery of this
Amendment, the Confirmations of Guaranty and the other documents executed
in connection herewith and the performance thereof by the Borrower, MOC
and the Other Parties;
(k) the Administrative Agent shall have received the reasonable fees and
expenses accrued through the Effective Date of Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP;
(l) the representations and warranties of the Borrower contained in the
Credit Agreement shall be true and correct in all material respects on
and as of the Effective Date; and
(m) receipt by the Administrative Agent and the Banks of a certificate of
an officer of the Borrower certifying that the Borrower is in compliance
with all covenants of the Borrower contained in the Credit Agreement,
including, without limitation, the requirements of Section 5.8, as of the
Effective Date.
7. ENTIRE AGREEMENT. This Amendment constitutes the entire and final
agreement among the parties hereto
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with respect to the subject matter hereof and there are no other agreements,
understandings, undertakings, representations or warranties among the parties
hereto with respect to the subject matter hereof except as set forth herein.
8. GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with, the law of the State of New York.
9. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
agreement, and any of the parties hereto may execute this Amendment by signing
any such counterpart.
10. HEADINGS, ETC. Section or other headings contained in this Amendment
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Amendment.
11. NO FURTHER MODIFICATIONS. Except as modified herein, all of the terms
and conditions of the Credit Agreement, as modified hereby shall remain in full
force and effect and, as modified hereby, the Borrower confirms and ratifies all
of the terms, covenants and conditions of the Credit Agreement in all respects.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
BORROWER: MEDITRUST CORPORATION
By:
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
8
BANKS:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as a Bank and
as Administrative Agent
By:
-------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Vice President
9
BANKERS TRUST COMPANY, as a Bank
and as Syndication Agent
By:
-------------------------------
Name: G. Xxxxxx Xxxxx
Title: Vice President
10
FLEET NATIONAL BANK, as a Bank
and as Co-Documentation Agent
By:
-------------------------------
Name:
Title:
11
BANKBOSTON, N.A., as a Bank and
as Co-Documentation Agent
By:
-------------------------------
Name:
Title:
12
NATIONSBANK, N.A., as a Bank
By:
-------------------------------
Name:
Title:
13
VIA BANQUE, as a Bank
By:
-------------------------------
Name:
Title:
00
XXX XXXXX XXXX, as a Bank
By:
-------------------------------
Name:
Title:
15
PARIBAS CAPITAL FUNDING LLC, as a Bank
By:
-------------------------------
Name:
Title:
16
THE TRAVELERS INSURANCE COMPANY, as a Bank
By:
-------------------------------
Name:
Title:
00
XXXXXXX XXXXXXXX (XXXXX), INC., as a Bank
By:
-------------------------------
Name:
Title:
18
CANADIAN IMPERIAL BANK OF COMMERCE,
as a Bank
By:
-------------------------------
Name:
Title:
19
ML CLO XIX STERLING (CAYMAN) LTD.
By: Sterling Asset Manager, LLC,
as its Investment Advisor
By:
-------------------------------
Name:
Title:
20
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management LP,
as Investment Advisor
By:
-------------------------------
Name:
Title:
21
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management LP,
as Investment Advisor
By:
-------------------------------
Name:
Title:
22
XXXXXXX XXXXX DEBT STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset management LP,
as Investment Advisor
By:
-------------------------------
Name:
Title:
23
MERRILL, LYNCH, XXXXXX, XXXXXX & XXXXX INC.
By:
-------------------------------
Name:
Title:
24
XXX XXXXXX SENIOR
FLOATING RATE FUND
By:
-------------------------------
Name:
Title:
25
XXX XXXXXX
SENIOR INCOME TRUST
By:
-------------------------------
Name:
Title:
26
XXX XXXXXX PRIME RATE INCOME
TRUST
By:
-------------------------------
Name:
Title:
27
AERIES FINANCE LTD.
By:
-------------------------------
Name:
Title:
28
CERES FINANCE LTD.
By:
-------------------------------
Name:
Title:
29
STRATA FUNDING LTD.
By:
-------------------------------
Name:
Title:
30
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By:
-------------------------------
Name:
Title:
31
BANK AUSTRIA CREDITANSTALT CORPORATE
FINANCE INC.
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
32
BANK ONE, ARIZONA, NA
By:
-------------------------------
Name:
Title:
33
CARAVELLE INVESTMENT FUND, L.L.C.
By:
------------------------------
By:
-------------------------------
Name:
Title:
34
CAPTIVA FINANCE LTD.
By:
-------------------------------
Name:
Title:
35
CAPTIVA II FINANCE LTD.
By:
-------------------------------
Name:
Title:
36
FIRST DOMINION FUNDING I
By:
-------------------------------
Name:
Title:
37
FRANKLIN FLOATING RATE TRUST
By:
-------------------------------
Name:
Title:
38
DRESDNER KLEINWORT XXXXXX
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
39
ERSTE BANK NEW YORK BRANCH
By:
-------------------------------
Name:
Title:
By:
-------------------------------
Name:
Title:
40
FIRST UNION NATIONAL BANK
By:
-------------------------------
Name:
Title:
41
KEY CORPORATE CAPITAL INC.
By:
-------------------------------
Name:
Title:
42
KZH III LLC
By:
-------------------------------
Name:
Title:
43
KZH SHOSHONE LLC
By:
-------------------------------
Name:
Title:
44
KZH STERLING LLC
By:
-------------------------------
Name:
Title:
45
KZH HIGHLAND-2 LLC
By:
-------------------------------
Name:
Title:
46
KZH PAMCO LLC
By:
-------------------------------
Name:
Title:
47
XXXXXX SYNDICATED LOAN FUNDING
TRUST
BY: XXXXXX COMMERCIAL PAPER
INC., NOT IN ITS INDIVIDUAL
CAPACITY BUT SOLELY AS ASSET
MANAGER
By:
-------------------------------
Name:
Title:
48
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management,
L.P., as Collateral Manager
By:
-------------------------------
Name:
Title:
49
ML CLO XX PILGRIM AMERICA
By: Pilgrim Investments Inc., as
its Investment Manager
By:
-------------------------------
Name:
Title:
50
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments Inc., as
its Investment Manager
By:
-------------------------------
Name:
Title:
51
MOUNTAIN CLO TRUST
By:
-------------------------------
Name:
Title:
52
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management
as Investment Advisor
By:
-------------------------------
Name:
Title:
53
XXX CAPITAL FUNDING L.P.
By: Highland Capital Management,
as Collateral Agent
By:
-------------------------------
Name:
Title:
54
PAMCO CAYMAN LTD.
By: Highland Capital Management,
as Collateral Manager
By:
-------------------------------
Name:
Title:
55
SENIOR DEBT PORTFOLIO
By: Boston Management and
Research as Investment
Advisor
By:
-------------------------------
Name:
Title:
56
XXXXXXXXXX BANK & TRUST COMPANY
By:
-------------------------------
Name:
Title:
57
ELC CAYMAN LTD.
By:
-------------------------------
Name:
Title:
58
BLACK DIAMOND CLO 1998-1 LTD.
By:
-------------------------------
Name:
Title:
59
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-I, LTD.
By:
-------------------------------
Name:
Title:
60
PACIFICA PARTNERS I, L.P.
By:
-------------------------------
By:
-------------------------------
Name:
Title:
61
