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EXHIBIT 4.4.19
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated June
30, 1997 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 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 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, the Lenders and the Agent wish to amend the Credit
Agreement as hereinafter set forth.
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. AMENDED DEFINITION OF CONTROLLED COMPANY. The definition of
"Controlled Company" is hereby deleted and the following inserted in lieu
thereof:
"Controlled Company" means a corporation or a limited
liability company in which the Borrower or a Consolidated
Entity owns at least fifty-one percent (51%) of the shares or
membership interests, as applicable, controls the right to
manage such corporation or limited liability company and to
make distributions and is entitled to receive distributions of
cash in an amount proportionate with its equity interest in
such entity, other than in any other preferred cash
distribution arrangement approved by the Required Lenders in
writing.
2. AMENDMENT OF COVENANT LIMITING MERGER. In the eleventh (11th)
line of Section 10.5, in subsection (c), the words "any Wholly-Owned
Entity" shall be deleted and replaced with the words "any Consolidated
Entity".
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3. AMENDMENT OF COVENANTS LIMITING ACQUISITION OF CAPITAL STOCK.
In Section 10.7, the following new subsection (d) shall be added:
(d) subject to compliance by the Borrower with the
provisions of Section 10.4(g) relating to acquisitions, any
Consolidated Entity may purchase, redeem, retire or otherwise
acquire, directly or indirectly, any shares of its capital
stock or other ownership interests if done pursuant to
contractual obligations, whether now or hereafter existing,
which obligations arise from rights of first refusal, put
rights, call rights or similar contractual obligations
provided to minority investors in such Consolidated Entity.
4. AMENDMENT OF COVENANTS RESTRICTING EXCHANGE AND ISSUANCE OF
CAPITAL STOCK. In Section 10.8, the following proviso shall be added as
additional text at the end of such section:
; provided, however, a Consolidated Entity may issue such
equity subject to put rights or other similar contractual
obligations so long as the aggregate amount of such
obligations outstanding, whether now of hereafter existing,
determined as of the date of issuance of such obligations, of
all Consolidated Entities, together with any Debt counted
against the amount permitted under Section 10.1(f) does not
exceed $75,000,000.00.
5. ADDITIONAL PROVISIONS REGARDING COMPETITIVE BID AND SWINGLINE
LOANS. A new sub-section 2.5(d) shall be added to the Credit Agreement
as follows:
(d) Special Provisions Regarding Repayment of Certain
Competitive Bid Loans and Swingline Loans.
Upon the happening of any event or the existence of
any condition which is the basis for assertion by the Lenders
being requested to make a Loan or Loans to refinance a
Competitive Bid Loan or Swingline Loan that a condition to
making such Loan set forth in Section 5.3(a) or (b) has not
been satisfied (other than a failure with respect to the
financial covenants set forth in Article IX or an event of the
type described in Subsections 11.1(a), 11.1(h), 11.1(i),
11.1(l), and 11.1(m)), notwithstanding the provisions of
Section 11.2(a) to the contrary, the Borrower shall have the
option of either (i) repaying such Competitive Bid Loan(s) or
Swingline Loan(s) by using the Borrower's own funds or (ii)
extending the maturity of such Loans to the Termination Date.
In the event of extension of a Loan to the Termination Date,
such Loan shall bear interest at the highest rate applicable
to any Revolving
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Credit Loan outstanding from time to time from the end of the
applicable Interest Period until the Termination Date. The
Borrower reserves the right to prepay such Loan at any time,
subject to the limitations of Section 2.5(c). The rights of
the Borrower to repay Competitive Bid Loans and Swingline
Loans in accordance with these provisions shall not impair or
otherwise prejudice the rights of the Lenders, if any, as a
consequence of such asserted Event of Default, including, but
not limited to, the right to accelerate and exercise any other
rights and remedies under the Credit Agreement.
6. RATIFICATION; NO NOVATION. Notwithstanding anything to the contrary
contained in this Amendment, all the Obligations under this Agreement shall
remain in full force and effect and nothing contained in this Amendment shall be
construed to constitute a novation of the Obligations or to release, discharge,
terminate or otherwise affect of impair in any manner whatsoever the validity of
the Obligations, the liability of the Borrower or any Guarantor now or hereafter
liable under or on account of the Loan Documents relating to the Obligations.
7. REFERENCES TO CREDIT AGREEMENT. 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.
8. EFFECTIVE DATE. This Amendment shall be effective as of April 22,
1997.
9. MISCELLANEOUS. Except as hereby amended, the Credit Agreement shall
remain in full force and effect 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.
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IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have
executed this First Amendment to Credit Agreement as of the date first written
above.
QUORUM HEALTH GROUP, INC.
By:______________________
Name:____________________
Title:___________________
FIRST UNION NATIONAL BANK,
AS AGENT AND LENDER
By:______________________
Name:____________________
Title:___________________
ABN AMRO BANK N.V.
By:______________________
Name:____________________
Title:___________________
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XXXXXXX XXXX XX XXXXXXX
By:______________________
Name:____________________
Title:___________________
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:______________________
Name:____________________
Title:___________________
BANK OF TOKYO - MITSUBISHI
TRUST COMPANY
By:_______________________
Name:_____________________
Title:____________________
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BANK ONE, DAYTON, NA
By:________________________
Name:______________________
Title:_____________________
BANQUE PARIBAS
By:______________________
Name:____________________
Title:___________________
CITIBANK, N.A.
By:______________________
Name:____________________
Title:___________________
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COMERICA BANK
By:______________________
Name:____________________
Title:___________________
COOPERATIEVE CENTRALE RAIFFEISEN
BOERENLEENBANK B.A.
"RABOBANK NEDERLAND,"
NEW YORK BRANCH
By:______________________
Name:____________________
Title:___________________
CORESTATES BANK, N.A.
By:______________________
Name:____________________
Title:___________________
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CREDIT LYONNAIS NEW YORK BRANCH
By:______________________
Name:____________________
Title:___________________
FIRST AMERICAN NATIONAL BANK
By:______________________
Name:____________________
Title:___________________
FIRST TENNESSEE BANK
NATIONAL ASSOCIATION
By:______________________
Name:____________________
Title:___________________
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FLEET NATIONAL BANK
By:______________________
Name:____________________
Title:___________________
THE FUJI BANK, LTD (ATLANTA AGENCY)
By:______________________
Name:____________________
Title:___________________
KREDIETBANK N.V.,
GRAND CAYMAN BRANCH
By:______________________
Name:____________________
Title:___________________
LTCB TRUST COMPANY
By:______________________
Name:____________________
Title:___________________
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MELLON BANK, N.A.
By:______________________
Name:____________________
Title:___________________
NATIONAL CITY BANK OF KENTUCKY
By:______________________
Name:____________________
Title:___________________
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NATIONSBANK, N.A.
By:______________________
Name:____________________
Title:___________________
THE SANWA BANK LIMITED,
ATLANTA AGENCY
By:_______________________
Name:_____________________
Title:____________________
SCOTIABANC INC.
By:______________________
Name:____________________
Title:___________________
THE SUMITOMO BANK, LIMITED
By:______________________
Name:____________________
Title:___________________
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THE SUMITOMO TRUST AND
BANKING CO., LTD.,
NEW YORK BRANCH
By:_____________________
Name:___________________
Title:__________________
SUNTRUST BANK, NASHVILLE, N.A.
By:_____________________
Name:___________________
Title:__________________
TORONTO DOMINION (TEXAS), INC.
By:_____________________
Name:___________________
Title:__________________
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XXXXX XXXX XX XXXXXXXXXX, N.A.
By:______________________
Name:____________________
Title:___________________
