EXHIBIT 99.2
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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "First
Amendment") is made and entered into as of this 13th day of April, 2001, by and
between Quorum Health Group, Inc., a Delaware corporation ("Company"), and Triad
Hospitals, Inc., a Delaware corporation ("Acquiror").
R E C I T A L S
WHEREAS, Company and Acquiror entered into a certain Agreement and
Plan of Merger dated October 18, 2000 (the "Agreement");
WHEREAS, a putative class action lawsuit against Acquiror and members
of the board of directors of Company alleging claims relating to the merger of
Company with and into Acquiror (the "Merger") is pending in the Circuit Court of
Davidson County, Tennessee (the "Lawsuit"); and
WHEREAS, Acquiror, Company, the Company's directors and the plaintiff
in the Lawsuit (the "Plaintiff") have reached an agreement in principle for
resolution thereof, the substance of which is contained in a Memorandum of
Understanding dated April 13, 2001 among the respective counsel of Acquiror,
Company, the Company's directors and Plaintiff in the Lawsuit which requires,
among other things, the amendments to the Agreement set forth in this First
Amendment.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be bound, the
parties hereto agree as set forth below:
1. Termination Fees.
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(a) The amount of the non-refundable fee specified in Section
10.3(b) of the Agreement is hereby reduced from $75 million to
$55 million.
(b) The amount of the non-refundable fee specified in Section 10.3(d)
of the Agreement is hereby reduced from $20 million to $15
million.
2. Amendments; No Waiver. This First Amendment is limited precisely
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as written. Consistent and in accordance with Section 11.3 of the Agreement,
the parties hereto acknowledge and agree that, other than as expressly provided
in this First Amendment, the Agreement shall remain in full force and effect and
this First Amendment shall have no effect on the rights, obligations, duties
(fiduciary or otherwise) or remedies available or due under the Agreement or
applicable law, whether legal, equitable or otherwise.
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3. Counterparts. This First Amendment may be executed in
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counterparts which, when taken together, shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, Acquiror and Company have caused this First
Amendment to be executed as of the date first written above by their respective
officers thereunto duly authorized.
TRIAD HOSPITALS, INC. QUORUM HEALTH GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: President and Chief Title: President and Chief
Executive Officer Executive Officer
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