EXHIBIT 10.1
AMENDMENT AGREEMENT NO. 1
TO TERM LOAN AGREEMENT
THIS AMENDMENT AGREEMENT made and entered into as of this 5th day of
December, 1996 by and among:
RIVERVIEW REGIONAL MEDICAL CENTER, INC., a corporation organized and
existing under the laws of the State of Alabama and having its principal place
of business located in Gadsden, Alabama (the "Company"); and
NATIONSBANK, NATIONAL ASSOCIATION (SOUTH) ("NationsBank") (successor by
merger of NationsBank of Florida, National Association which was formerly called
NCNB National Bank of Florida) and THE BANK OF NOVA SCOTIA (collectively, the
"Banks"); and
NATIONSBANK, NATIONAL ASSOCIATION (SOUTH), a national banking association
organized and existing under the laws of the United States of America and having
a principal place of business in Miami, Florida in its capacity as agent for the
Banks (in such capacity, the "Agent"). Terms used in this Amendment Agreement
without definition shall have the meaning set forth in the Agreement.
WITNESSETH:
WHEREAS, the Company, the Banks and the Agent have entered into a Term Loan
Agreement dated July 6, 1992 (the "Agreement") whereby the Banks have made a
term loan in the original principal amount of $30,000,00 to the Company; and
WHEREAS, Health Management Associates, a Delaware corporation ("HMA"), by
Amended and Restated Parent Guaranty Agreement dated December 1, 1994 has
guaranteed payment of the Obligations of the Company, and as a condition to
making the term loan all other active Subsidiaries of HMA are required to
guarantee payment of the Obligations; and
WHEREAS, the Company and HMA have requested that the Agreement be amended
in the manner set forth herein; and
WHEREAS, as a condition to amended the Agreement the Banks have required
that HMA and its Subsidiaries who have guaranteed payment of the Obligations
join in the execution of this Amendment Agreement and that any active
Subsidiaries of HMA which have not guaranteed the Obligations execute and
deliver to the Agent a Guaranty Agreement;
NOW, THEREFORE, the Company, the Banks and the Agent do hereby agree as
follows:
1. From and after the date hereof, the term "Agreement" as used herein
and in the Loan Documents shall mean this Agreement as hereby amended and
modified.
52
2. Subject to compliance with paragraph 5 hereof, the Agreement is
amended, effective as of the date hereof, as follows:
(a) A new definition "Applicable Interest Addition" is added as
Section 1.03.A. to the Agreement which new Section shall read as follows:
"1.03.A. 'Applicable Interest Addition' means for each LIBOR
Loan that percent per annum set forth below, which shall be (i)
determined as of each Determination Date (as defined in the HMA Credit
Agreement) and furnished to the Agent not later than the time set
forth in Section 4.01.(a) and (b) of the HMA Guaranty (the "Compliance
Date"), based upon the Consolidated Debt to Cash Flow Ratio (as
defined in the HMA Guaranty), as specified below:
Applicable
Consolidated Debt to Interest
Cash Flow Ratio Addition
-------------------------- -----------
(a) Greater than 2.25 to 1.00 0.60%
(b) Greater than 1.25 to 1.00 0.55%
but Equal to or less than
2.25 to 1.00
(c) Equal to or Less than 1.25 0.50%
to 1.00"
(b) The definition of "Base Rate" in Section 1.07 is hereby amended in
its entirety so that as amended it shall read as follows:
"1.07. 'Base Rate' means for the Term Loan the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing
on Telerate Page 3750 (or any successor page) as the London interbank
offered rate for deposits in Dollars at appropriately 11:00 A.M.
(London time) two Business Days prior to the first day of such
Interest Period for a term of the Interest Period. If for any reason
such rate is not available, the term Base Rate shall mean the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
appearing on Reuters Screen LIBO Page as the London interbank offered
rate for deposits in Dollars at approximately 11:00 A.M. (London time)
two Business Days prior to the first day of such Interest Period for a
term of such Interest Period; provided, however, if more than one rate
-------- -------
is specified on Reuters Screen LIBO Page, the applicable rate shall be
the arithmetic mean of all such rates."
(c) The definition of "HMA Credit Agreement" in Section 1.23. is
hereby amended in its entirety so that as amended it shall read as follows:
53
"1.23. 'HMA Credit Agreement' means the Fourth Amended and
Restated Credit and Reimbursement Agreement among HMA, NationsBank,
National Association (South), as Agent, and the Banks party thereto
dated December 1, 1994, as amended, restated, modified or supplemented
from time to time."
(d) The definition of "HMA Guaranty" in Section 1.24. is hereby
amended in its entirety so that as amended it shall read as follows:
"1.24. 'HMA Guaranty' means the Amended and Restated Parent
Guaranty Agreement dated as of December 1, 1994 from HMA for the
benefit of the Banks, as amended, restated, modified or supplemented,
from time to time."
(e) The definition of "LIBOR Rate" in Section 1.30. is hereby amended
in its entirety so that as amended it shall read as follows:
"1.30. 'LIBOR Rate' means, for the Interest Period for any Loan,
the rate of interest per annum determined pursuant to the following
formula:
Base Rate
LIBOR Rate = ___________________ + Applicable
1 - Reserve Requirement Interest
Addition
(f) The definition of "Principal Office" in Section 1.45 is hereby
amended in its entirety so that as amended it shall read as follows:
"1.45. 'Principal Office' means the office of the Agent at
Independence Center, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000, Attention: Agency Services, or such other address as the Agent
may from time to time designate."
3. Each of HMA and its Subsidiaries heretofore delivering a Guaranty
Agreement joins in executing this Amendment Agreement for the purpose of
consenting hereto and reaffirming its respective guaranty of the Company's
Obligations.
4. In order to induce the Banks to enter into this Amendment Agreement,
the Company represents and warrants to the Banks as follows:
(a) The representations and warranties made by the Company in Section
4 of the Agreement are true on and as of the date hereto except that the
financial statements referred to in Section 4.04 shall be those most
recently furnished to the Banks pursuant to Section 6.01;
(b) There has been no material change in the condition, financial or
otherwise, of the Company and its Subsidiaries, if any, since the date of
the most recent financial reports of the Company received by the Banks
under Section 6.01 thereof, other than changes in the ordinary course of
business, none of which has been a material adverse change;
(c) The business and properties of the Company and its
54
Subsidiaries, if any, are not, and since the date of the most recent
financial report of the Company and its Subsidiaries received by the Banks
under either Section 6.01 thereof have not been adversely affected in any
substantial way as the result of any fire, explosion, earthquake, accident,
strike, lockout, combination of workers, flood, embargo, riot, activities
of armed forces, war or acts of God or the public enemy, or cancellation or
loss of any major contracts; and
(d) No event has occurred and no condition exists which, upon the
consummation of the transaction contemplated hereby, constituted a Default
or an Event of Default on the part of the Company under the Agreement or
the Notes either immediately or with the lapse of time or the giving of
notice, or both.
5. As a condition precedent to the effectiveness of this Amendment
Agreement, the Agent shall have received the following:
(a) Executed counterparts of this Amendment Agreement;
(b) Guaranty Agreement duly executed by each Subsidiary of HMA
required by the terms of the Agreement to guarantee the Obligations which
have not heretofore executed and delivered to the Agent a Guaranty
Agreement; and
(c) An opinion of the general counsel of the Company and the
Guarantors (i) as to the enforceability of this Amendment Agreement and
(ii) such other matters as the Agent shall reasonably request.
6. All instruments and documents incident to the consummation of the
transactions contemplated hereby shall be satisfactory in form and substance to
the Agent and its counsel; the Agent and the Banks shall have received copies of
all additional agreements, instruments and documents which they may reasonably
request in connection therewith, including copies of resolutions of the Company
and Guarantors authorizing the transactions contemplated by this Amendment
Agreement, such documents, when appropriate, to be certified by appropriate
corporate or governmental authorities; all proceedings of the Company relating
to the matters provided for herein shall be satisfactory to the Agent and its
counsel.
7. This Amendment Agreement sets forth the entire understanding and
agreement of the parties hereto in relation to the subject matter hereof and
supersedes any prior negotiations and agreements among the parties relative to
such subject matter. No promise, conditions, representation or warranty,
express or implied, not herein set forth shall bind any party hereto, and no one
of them has relied on any such promise, condition, representation or warranty.
Each of the parties hereto acknowledges that, except as in this Amendment
Agreement otherwise expressly stated, no representations, warranties or
commitments, express or implied, have been made by any other party to the other.
None of the terms or conditions of this Amendment Agreement may be changed,
modified, waived or canceled orally or otherwise, except by writing, signed by
all the parties hereto, specifying such change, modification, waiver or
cancellation of such terms or conditions, or of any preceding or succeeding
breach thereof.
Except as hereby specifically amended, modified or supplemented, the
Agreement and all of the other Loan Documents are hereby confirmed and ratified
55
in all respects and shall remain in full force and effect according to their
respective terms.
56
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement
to be duly executed by their duly authorized officers, all as of the day and
year first above written.
Company:
WITNESS: RIVERVIEW REGIONAL MEDICAL CENTER
-------------------------------
-------------------------------
By:/s/ Xxxx X. Xxxxx
-----------------------------------
Name: Xxxx X. Xxxxx
-----------------------------------
Title: Senior Vice President
-----------------------------------
57
WITNESS: GUARANTORS:
HEALTH MANAGEMENT ASSOCIATES, INC.
_________________________ HEALTH MANAGEMENT ASSOCIATES OF
WEST VIRGINIA, INC.
_________________________ SEBRING HOSPITAL MANAGEMENT
ASSOCIATES, INC.
MOORESVILLE HOSPITAL MANAGEMENT
ASSOCIATES, INC.
SEBASTIAN HOSPITAL CO., INC.
MARATHON H.M.A., INC.
LOUISBURG H.M.A., INC.
NATCHEZ COMMUNITY HOSPITAL, INC.
ORLANDO H.M.A., INC.
BILOXI H.M.A., INC.
XXXXXX H.M.A., INC.
VAN BUREN H.M.A., INC.
XXXXXX CITY H.M.A., INC.
HAMLET H.M.A., INC.
XXXXXXX H.M.A., INC.
TOPEKA H.M.A., INC.
PUNTA GORDA MEDICAL CENTER, INC.
By:/s/ Xxxx X. Xxxxx
_____________________________
Name:Xxxx X. Xxxxx
________________________________
Title: Senior Vice President
_________________________
58
BANKS:
NATIONSBANK, NATIONAL ASSOCIATION
(SOUTH) Individually and as Agent
By:/s/ Xxxxxxx Xxxxxxxx
________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
00
XXX XXXX XX XXXX XXXXXX
By:/s/ Xxxx Xxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxx
-----------------------------------
Title: Relationship Manager
----------------------------------
60
