AMENDMENT NO. 1
THIS AMENDMENT NO. 1 dated as of September 28, 2000 (this "Amendment") to
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the Credit Agreement referenced below, is by and among TRIAD HOSPITALS HOLDINGS,
INC., a Delaware corporation, as Borrower, the lenders identified on the
signature pages hereto and BANK OF AMERICA, N.A., a national banking association
formerly known as Bank of America National Trust and Savings Association, as
Administrative Agent. Terms used but not otherwise defined shall have the
meanings provided in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $465 million credit facility was established in favor of Triad
Hospitals Holdings, Inc., a Delaware corporation, as ultimate Borrower under
that Credit Agreement dated as of May 11, 1999 (as amended and modified, the
"Credit Agreement") among Healthtrust, Inc. - The Hospital Company, a Delaware
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corporation, as initial borrower, the lenders identified therein and Bank of
America National Trust and Savings Association (now known as Bank of America,
N.A.), as Administrative Agent;
WHEREAS, the Borrower has requested the addition of a $200 million delayed
draw term loan and certain modifications under the Credit Agreement;
WHEREAS, the requested addition and modifications require the consent of
the Required Lenders under the Credit Agreement;
WHEREAS, the Required Lenders have consented to the requested addition and
modifications on the terms and conditions set forth herein and have directed the
Administrative Agent to enter into this Amendment for and on their behalf;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Credit Agreement is amended and modified in the following
respects:
1.1 The following defined terms are amended or added to Section 1 to
read as follows:
"Consolidated Capital Expenditures" means, for any period,
---------------------------------
without duplication, all expenditures (whether paid in cash or other
consideration) during such period that, in accordance with GAAP, are
or should be included in additions to property, plant and equipment or
similar items reflected in the consolidated statement of cash flows
for such period; provided, that Consolidated Capital Expenditures
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shall not include, for purposes hereof, (i) expenditures of proceeds
of insurance settlements, condemnation awards and other settlements in
respect of lost, destroyed, damaged or condemned assets, equipment or
other property to the extent such expenditures are made to replace or
repair such lost, destroyed, damaged or condemned assets, equipment or
other property or otherwise to acquire assets or properties useful in
the business of the members of the Consolidated Group, or (ii) any
portion of the purchase price in connection with a Permitted
Acquisition which would otherwise constitute a capital expenditure
under GAAP.
"Consolidated Maintenance Capital Expenditures" means, for
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purposes hereof, $35 million for any period of four consecutive fiscal
quarters.
"Consolidated Net Income Available for Fixed Charges" means, for
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any period for the Consolidated Group, the sum of (i) Consolidated
EBITDA minus (ii) beginning with the fiscal quarter ending December
31, 2000, Consolidated Maintenance Capital Expenditures, in each case
on a consolidated basis determined in accordance with GAAP, subject,
however to adjustment to give effect on a Pro Forma Basis to any
Permitted Acquisitions and any Asset Dispositions consummated during
such period as provided in Section 1.3. Except as otherwise expressly
provided, the applicable period shall be for the four consecutive
fiscal periods ending as of the date of determination.
"Consolidated Senior Leverage Ratio" means, as of the last day of
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each fiscal quarter, the ratio of (i) Consolidated Senior Funded Debt
on such day minus the aggregate amount of cash and cash equivalents on
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hand in excess of $10 million, to (ii) Consolidated EBITDA for the
period of four consecutive fiscal quarters ending as of such day.
"Consolidated Total Leverage Ratio" means, for members of the
---------------------------------
Consolidated Group as of the last day of each fiscal quarter, (i) for
purposes of determining the "Applicable Percentage" hereunder, the
ratio of Consolidated Total Funded Debt on such day to Consolidated
EBITDA for the period of four consecutive fiscal quarters ending as of
such day, and (ii) for purposes of determining compliance with the
financial covenant provisions of Section 8.11(c) and other purposes
hereunder, the ratio of (A) Consolidated Total Funded Debt on such day
minus the aggregate amount of cash and cash equivalents on hand in
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excess of $10 million, to (B) Consolidated EBITDA for the period of
four consecutive fiscal quarters ending as of such day.
"Delay-Draw Term Lenders" means Lenders holding Delay-Draw Term
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Loan Commitments, as identified on Schedule 2.1, and their successors
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and assigns.
"Delay-Draw Term Loan" shall have the meaning assigned to such
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term in Section 2.1(g).
"Delay-Draw Term Loan Commitment" means, with respect to each
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Delay-Draw Term Lender, the commitment of such Delay-Draw Term Lender
to make a Delay-Draw Term Loan advance equal to such Delay-Draw Term
Lender's Delay-Draw Term Loan Committed Amount (and for purposes of
making determinations of Required Lenders and for purposes of
calculations referred to in Section 12.6(b), the principal amount
outstanding on the Delay-Draw Term Loan).
"Delay-Draw Term Loan Commitment Percentage" means, for each
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Delay-Draw Term Lender, a fraction (expressed as a percentage) the
numerator of which is the amount of the Delay-Draw Term Loan
Commitment of such Lender at such time and the denominator of which is
the aggregate amount of the Delay-Draw Term Loan Commitment at such
time. The initial Delay-Draw Term Loan Commitment Percentages are set
out on Schedule 2.1.
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"Delay-Draw Term Loan Committed Amount" means, collectively, the
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aggregate amount of all of the Delay-Draw Term Loan Commitments and,
individually, the amount of each Delay-Draw Term Lender's Delay-Draw
Term Loan Commitment as specified on Schedule 2.1, as such amounts may
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be reduced from time to time in accordance with the provisions hereof.
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"Delay-Draw Term Note" or "Delay-Draw Term Notes" means the
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promissory notes of the Borrower in favor of each of the Delay-Draw
Term Lenders (or nominees thereof) evidencing the Delay-Draw Term Loan
in substantially the form attached as Schedule 2.5-4, individually or
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collectively, as appropriate, as such promissory notes may be amended,
modified, supplemented, extended or renewed from time to time.
"Lenders" means each of the Persons identified as a "lender" on
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the signature pages hereto, and their successors and assigns, being
the Revolving Lenders (including the Issuing Lender and the Swingline
Lender), the Bridge Lenders, the Tranche A Term Lenders, the Tranche B
Term Lenders and the Delay-Draw Term Lenders.
"Term Loans" means the Tranche A Term Loan, the Tranche B Term
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Loan and/or the Delay-Draw Term Loan.
"Term Loan Commitments" means the Tranche A Term Loan
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Commitments, the Tranche B Term Loan Commitments and/or the Delay-Draw
Term Loan Commitments.
"Term Loan Commitment Percentage" means the Tranche A Term Loan
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Commitment Percentage, the Tranche B Term Loan Commitment Percentage
and/or the Delay-Draw Term Loan Commitment Percentage, as appropriate.
"Term Loan Committed Amounts" means the Tranche A Term Loan
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Committed Amount, the Tranche B Term Loan Committed Amount and/or the
Delay-Draw Term Loan Committed Amount.
1.2 In the definition of "Applicable Percentage" in Section 1.1 the
following pricing grid for the Delay-Draw Term Loan is inserted immediately
below the existing pricing grid:
Delay-Draw Term Loan
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Consolidated Total Leverage
Ratio Eurodollar Loans Base Rate Loans Commitment Fee
----- ----------------- ---------------- ---------------
* 4.25:1.0 3.00% 2.00% 0.625%
* 3.75:1.0 but ** 4.25:1.0 2.75% 1.75% 0.625%
* 3.25:1.0 but ** 3.75:1.0 2.50% 1.50% 0.50%
* 2.75:1.0 but ** 3.25:1.0 2.00% 1.00% 0.50%
** 2.75:1.0 1.50% 0.50% 0.50%
1.3 The definition of "Permitted Acquisition" in Section 1.1 is
amended in the following respects:
(i) the lead-in language prior to the proviso is amended to read:
"Permitted Acquisition" means (A) Denton (Texas), Greenbrier
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(West Virginia) and a third non-public acquisition not to exceed
$50 million, and (B) any Acquisition by a member of the
Consolidated Group,"
(ii) Clause (vii) of the definition of "Permitted Acquisition" in
Section 1.1 is amended to read as follows:
(vii) the aggregate consideration paid in connection with
such Acquisitions (including cash consideration and the fair
value of any non-cash
* more than or equal to
** less than
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consideration and indebtedness assumed) shall not exceed $50
million in the aggregate in any fiscal year, and
1.4 Section 2.1 is amended to add a new subsection (g) to read as
follows:
(g) Delay-Draw Term Loan Commitment. During a one year period
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following the date of Amendment No. 1 (September 28, 2000) (the
"Delay-Draw Term Loan Draw Period"), subject to the terms and
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conditions hereof, each Delay-Draw Term Lender severally agrees to
make its Delay-Draw Term Loan Commitment Percentage of advances in
respect of a term loan (the "Delay-Draw Term Loan") in the aggregate
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principal amount of up to TWO HUNDRED MILLION DOLLARS ($200,000,000)
to the Borrower upon request in up to ten (10) separate advances for
the purposes hereinafter set forth. The Delay-Draw Term Loan may be
comprised of Base Rate Loans or Eurodollar Loans, or a combination
thereof, as the Borrower may request. Amounts repaid on the Delay-
Draw Term Loan may not be reborrowed.
1.5 Section 2.2(a) (Method of Borrowing) is amended to add a new
clause (vi) to read as follows:
(vi) Delay-Draw Term Loans. In the case of the Delay-Draw Term
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Loan, to the Administrative Agent not later than 11:00 A.M.
(Charlotte, North Carolina time) on the Business Day prior to the date
of the requested borrowing advance in the case of Base Rate Loans, and
on the third Business Day prior to the date of the requested borrowing
advance in the case of Eurodollar Loans. Each such request for
borrowing shall be irrevocable and shall specify (A) that a Delay-Draw
Term Loan is requested, (B) the aggregate principal amount to be
borrowed, and (C) whether the borrowing shall be comprised of Base
Rate Loans, Eurodollar Loans or a combination thereof, and if
Eurodollar Loans are requested, the Interest Period(s) therefor. The
form of Notice of Borrowing is attached as Schedule 2.2(a)(i) may be
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modified for use to reflect a Delay-Draw Term Loan borrowing advance.
The Administrative Agent shall give notice to each Delay-Draw Term
Lender promptly upon receipt of each Notice of Borrowing pursuant to
this Section 2.1(a)(vi), the contents thereof and each such Delay-Draw
Term Lender's share of any borrowing to be made pursuant thereto.
1.6 In Section 2.2(b) the minimum principal amount for Eurodollar
Loans is amended and decreased from "$5,000,000" to "$1,000,000".
1.7 In the first sentence of Section 2.2(e) the "and" immediately
preceding clause (iv) is replaced with a "," and the following is inserted
at the end of the sentence:
", and (v) the Delay-Draw Term Loans shall be comprised of no
more than ten (10) Eurodollar Loans outstanding at any time."
1.8 Section 2.4 (Repayment) is amended to add a new subsection (f) to
read as follows:
(f) Delay-Draw Term Loan. The principal amount of the Delay-Draw
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Term Loan shall be due and payable in fourteen (14) consecutive
quarterly installments (expressed as a percentage of the Delay-Draw
Term Loan outstanding at the end of the Delay-Draw Term Loan Draw
Period), as follows:
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Principal Principal
Amortization Amortization
Date Payment Date Payment
---- ------- ---- -------
February 11, 2002 5.00% November 11, 2003 7.50%
May 11, 2002 5.00% February 11, 2004 7.50%
August 11, 2002 7.50% May 11, 2004 7.50%
November 11, 2002 7.50% August 11, 2004 7.50%
February 11, 2003 7.50% November 11, 2004 7.50%
May 11, 2003 7.50% February 11, 2005 7.50%
August 11, 2003 7.50% May 11, 2005 7.50%
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Total 100.00%
1.9 In the proviso in the first sentence of Section 3.2, clause (iv)
is amended to read as follows:
(iv) no more than five (5) Eurodollar Loans which comprise
Revolving Loans, no more than five (5) Eurodollar Loans which comprise
the Tranche A Term Loan, no more than five (5) Eurodollar Loans which
comprise the Tranche B Term Loan and no more than ten (10) Eurodollar
Loans which comprise the Delay-Draw Term Loan shall be outstanding
hereunder at any time (it being understood that, for purposes hereof,
Eurodollar Loans with different Interest Periods shall be considered
as separate Eurodollar Loans, even if they begin on the same date,
although borrowings, Continuations and Conversions may, in accordance
with the provisions hereof, be combined at the end of existing
Interest Periods to constitute a new Eurodollar Loan with a single
Interest Period), and
1.10 In Section 3.3(c) (Application of Prepayments), the following
modifications are made:
(i) In clause (i) the second sentence is amended to read as
follows:
Voluntary prepayments on the Term Loans shall be applied first,
ratably to the Tranche A Term Loan, the Tranche B Term Loan (subject
to the right of the Tranche B Term Lenders to decline any such
prepayment in accordance with the provisions of Section 3.3(c)(iv)
hereof) and the Delay-Draw Term Loan (in each case ratably to the
remaining principal amortization installments thereof) until paid in
full, and thereafter, to the Revolving Obligations (with a
corresponding reduction in the Revolving Committed Amount in an amount
equal to all amounts applied to the Revolving Obligations pursuant to
this Section 3.3(c)(i)).
(ii) In clause (ii)(A) the first two sentences are amended to
read as follows:
Mandatory prepayments made under subsection (b)(ii)(A) in respect
of Approved Asset Dispositions shall be applied first, ratably to the
Tranche A Term Loan, the Tranche B Term Loan (subject to the right of
the Tranche B Term Lenders to decline any such prepayment in
accordance with the provisions of Section 3.3(c)(iv) hereof) and the
Delay-Draw Term Loan (in each case ratably to the remaining principal
amortization installments thereof) until paid in full, and thereafter,
to the Revolving Obligations (with a corresponding permanent reduction
in the Revolving Committed Amount in an amount equal to all amounts
applied to the Revolving Obligations pursuant to this Section
3.3(c)(ii)(A)). Mandatory prepayments made under subsection
(b)(ii)(B) in respect of other asset dispositions shall be applied
first, ratably to the Tranche A Term Loan, the Tranche B
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Term Loan (subject to the right of the Tranche B Term Lenders to
decline any such prepayment in accordance with the provisions of
Section 3.3(c)(iv) hereof) and the Delay-Draw Term Loan (in each case
ratably to the remaining principal amortization installments thereof),
until paid in full, and thereafter ratably to the remaining
Obligations hereunder (based, in the case of the Revolving
Obligations, on the Revolving Commitments, and with a corresponding
permanent reduction in the Revolving Committed Amount in an amount
equal to all such amounts applied to the Revolving Obligations
pursuant to this Section 3.3(c)(ii)(A)).
(iii) In clause (ii)(B) the first sentence is amended to read as
follows:
Mandatory prepayments made under subsection (b)(iii) in respect
of Debt Transactions or under subsection (b)(iv) in respect of Equity
Transactions shall be applied first, ratably to the Tranche A Term
Loan, the Tranche B Term Loan (subject to the right of the Tranche B
Term Lenders to decline any such prepayment in accordance with the
provisions of Section 3.3(c)(iv) hereof) and the Delay-Draw Term Loan
(in each case ratably to the remaining principal amortization
installments thereof) until paid in full, and thereafter, to the
Revolving Obligations (with a corresponding permanent reduction in the
Revolving Committed Amount in an amount equal to all amounts applied
to the Revolving Obligations pursuant to this Section 3.3(c)(ii)(B)).
(iv) In clause (iv) there shall be inserted after the word
"thereafter", "ratably to the Tranche A Term Loan and the Delay-Draw Term
Loan (in each case ratably to the remaining principal amortization
installments thereof)".
1.11 A new subsection (d) is added to Section 3.5 to read as follows:
(d) Delay-Draw Term Loan Commitment Fee. In consideration of
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the Delay-Draw Term Loan Commitment hereunder, the Borrower agrees to
pay to the Administrative Agent for the ratable benefit of the Delay-
Draw Term Lenders a commitment fee (the "Delay-Draw Term Loan
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Commitment Fee") for the Delay-Draw Term Loan Draw Period equal to the
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Applicable Percentage for the Commitment Fee per annum on the actual
daily unused amount of the Delay-Draw Term Loan Committed Amount for
the applicable period. The Delay-Draw Term Loan Commitment Fee shall
be payable quarterly in arrears on the 15th day following the last day
of each calendar quarter for the immediately preceding quarter (or
portion thereof) beginning with the first such date to occur after the
date of Amendment No. 1 (being September 28, 2000).
1.12 The following shall be added to the end of subsection (a) of
Section 3.13:
Each Delay-Draw Term Loan advance, each payment or prepayment of
principal on the Delay-Draw Term Loan, each payment of interest on the
Delay-Draw Term Loan and each conversion or extension of any Loan
comprising the Delay-Draw Term Loan, each payment of the Delay-Draw
Term Loan Commitment Fee, shall be allocated pro rata among the Delay-
Draw Term Lenders in accordance with the respective principal amounts
of their respective Delay-Draw Term Loan Commitment Percentages.
1.13 Section 7.15 is amended to include the following sentence at the
end thereof:
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The proceeds of the Delay-Draw Term Loan may be used for working
capital purposes, Consolidated Capital Expenditures and acquisitions
permitted hereunder and other lawful purposes, including prepayment of
Revolving Loans hereunder.
1.14 Section 8.11(e) regarding Consolidated Capital Expenditures is
amended to read as follows:
8.11 Consolidated Capital Expenditures. Consolidated Capital
---------------------------------
Expenditures for each fiscal year set forth below shall not exceed:
Fiscal year 2000 $113,000,000
Fiscal year 2001 $107,000,000
Fiscal year 2002 $104,000,000
Fiscal year 2003 $ 98,600,000
Fiscal year 2004 $102,500,000
Fiscal year 2005 $106,800,000
plus (a) for fiscal year 2001 only, any unused amount
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available for Consolidated Capital Expenditures during fiscal year
2000 up to $30 million (to be used to finance any further capital
expenditures related to Denton (Texas) and Greenbrier (West
Virginia)which could occur earlier than projected (2002)), and (b) the
amount of any Net Proceeds from Approved Asset Dispositions permitted
to be retained by the Borrower pursuant to Section 3.3(b)(ii)(A) to
the extent that the Borrower applies such amount to Consolidated
Capital Expenditures within twelve (12) months of the date of such
Approved Asset Disposition; provided that the foregoing limitations
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shall not apply to Consolidated Maintenance Capital Expenditures.
1.15 Section 8.1(c) (Monthly Financial Statements) is amended to read
as follows:
(c) Monthly Financial Information. As soon as available, and in
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any event within 30 days after the end of each month which is not a
fiscal quarter end, 45 days after the end of each of the first three
fiscal quarters, and 90 days after the end of the fourth fiscal
quarter, a summary of operating statistics, including revenues, EBITDA
and net income, on a hospital-by-hospital basis certified by an
Executive Officer of the Borrower to be true and correct in all
material respects to the best of his knowledge.
1.16 In Section 9.1(c) (Capital Leases and Purchase Money Financing)
the reference to "$5,000,000" is amended and increased to read "$30
million".
1.17 In Section 9.15 (Operating Lease Obligations) the reference to
"$35 million" is amended and increased to read "$50 million".
1.18 In Section 11.5 in the second parenthetical of the first
sentence thereof the "and" immediately preceding clause (iv) is replaced
with a "," and the following is inserted at the end of the parenthetical:
and (v) outstanding Delay-Draw Term Loans (and Participation Interests
therein)
1.19 In Section 12.3 (Right of Set-Off) the following is added to the
end of the first sentence immediately after the word "matured":
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and irrespective of whether such Lender is otherwise fully
secured
1.20 Section 12.6 (Amendment and Waivers) is modified in the
following respects:
(i) In clause (i) of subsection (a) the reference to "the
Tranche A Term Loan or the Tranche B Term Loan" is amended to read
"the Tranche A Term Loan, the Tranche B Term Loan or the Delay-Draw
Term Loan".
(ii) A new clause (v) is added to subsection (b) to read as
follows:
(v) without the consent of the Delay-Draw Term Lenders
holding more than 50% of the Delay-Draw Term Loan Commitments,
extend the time for, or reduce the amount, or otherwise alter the
manner of application of proceeds in respect of the Delay-Draw
Term Loan on account of the mandatory prepayment provisions of
clauses (ii) through (iv), inclusive, of Section 3.3(b) or the
application provisions of Section 3.3(c).
1.21 Schedule 2.1 (Schedule of Lenders and Commitments) is amended to
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reflect the Delay-Draw Term Loan Lenders and the Delay-Draw Term Loan
Commitments as shown below:
Delay-Draw Term Loan
Delay-Draw Term Loan Commitment
Lender Commitment Percentage
------ ---------- ----------
Bank of America, N.A 72,000,000 36.00%
The Chase Manhattan Bank 25,000,000 12.50%
Citicorp, USA 25,000,000 12.50%
Fleet National Bank 15,000,000 7.50%
Foothill Income Trust I, L.P. 9,000,000 4.50%
Foothill Income Trust II, L.P. 6,000,000 3.00%
Credit Lyonnais New York Branch 10,000,000 5.00%
Scotiabanc Inc. 10,000,000 5.00%
Bank of Oklahoma, N.A. 10,000,000 5.00%
National City Bank of Kentucky 10,000,000 5.00%
Xxxxxxx Xxxxx Capital Corporation 8,000,000 4.00%
200,000,000 100.00%
1.22 Schedule 3.3(b) (Approved Asset Dispositions) is amended to
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include the following as additional dispositions on a bona fide arm's
length basis as Approved Asset Dispositions:
Community Medical Center of Xxxxxxx
Mission Bay Hospital
Xxxxxxx Community Medical Center
1.23 Fleet National Bank is appointed and identified as a Co-Agent
under the Credit Agreement.
2. By execution and return by the Required Lenders to the Administrative
Agent of the attached Consent, the Required Lenders consent to:
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(a) amendment of the guaranteed obligations under the Guaranty
Agreements and of the secured obligations under the Collateral
Documents to include the Delay-Draw Term Loan on a pari passu basis
with the other loans and obligations under the Credit Agreement
guaranteed and secured thereby, and the Required Lenders authorize and
direct the Administrative Agent to take such action as necessary and
appropriate to give effect thereto; and
(b) a release of Samaritan Surgery Centers LLC from (i) its
guaranty obligations under the Guaranty Agreement and (ii) its
collateral pledge under the Guarantor Security Agreement and the
Mortgage Instruments. The Administrative Agent is authorized and
directed to take such action as reasonable and necessary to give
effect to the foregoing release, including execution of appropriate
mortgage release instruments and UCC financing statement terminations.
(c) a waiver of the mandatory prepayment provisions of Section
3.3(b)(ii)(A) in respect of the Net Proceeds of up to $35 million
derived from properties included as additional "Approved Asset
Dispositions" in Section 1.21 of this Amendment.
(d) a waiver of the requirements for delivery of post-closing
local counsel corporate legal opinions.
3. The Guarantors join in the execution of this Amendment for purposes of
acknowledging and consenting to the terms of this Amendment and reaffirming
their guaranty obligations under the Guaranty Agreement.
4. The Delay-Draw Term Lenders join in the execution of this Amendment
for purposes of acknowledging their Delay-Draw Term Loan Commitments and joining
as parties to the Credit Agreement.
5. The Borrower affirms that the representations and warranties set out
in Section 7 of the Credit Agreement are true and correct in all material
respects as of the date hereof (except those which expressly relate to an
earlier period or date).
6. This Amendment shall be effective upon receipt by the Administrative
Agent of the following:
(a) executed copies of Consents from the Required Lenders, and
executed signature pages to this Amendment from the other parties hereto;
(b) duly executed Delay-Draw Term Notes for each of the Delay-Draw
Term Lenders;
(c) legal opinions of counsel for the Borrower and the Guarantors
regarding this Amendment and the Delay-Draw Term Notes in form and
substance satisfactory to the Administrative Agent and the Delay-Draw Term
Lenders;
(d) the amendment fee payable to the Lenders under the Credit
Agreement, the upfront fee payable to the Delay-Draw Lenders and any other
fees payable in connection with this Amendment.
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7. Except as modified hereby, all of the terms and provisions of the
Credit Agreement (including Schedules and Exhibits) shall remain in full force
and effect.
8. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including without limitation the reasonable fees and expenses
of Xxxxx & Xxx Xxxxx, PLLC.
9. This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and it shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.
10. This Amendment shall be deemed to be a contract made under, and for
all purposes shall be construed in accordance with, the laws of the State of New
York.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date and year first
above written.
BORROWER: TRIAD HOSPITALS HOLDINGS, INC.,
a Delaware corporation
By:____________________________
Name:
Title:
GUARANTORS: TRIAD HOSPITALS, INC.,
a Delaware corporation
SAN XXXXXX MEDICAL, LLC,
a Delaware limited liability company
SAN XXXXXX COMMUNITY MEDICAL CENTER, LLC,
a Delaware limited liability company
SACMC, LLC,
a Delaware limited liability company
APS MEDICAL, LLC,
a Delaware limited liability company
XXXXX HOSPITAL, LLC,
a Delaware limited liability company
XXXXX SURGEONS, LLC,
a Delaware limited liability company
TRIAD TEXAS, LLC,
a Delaware limited liability company
GH TEXAS, LLC,
a Delaware limited liability company
BEAUCO, LLC,
a Delaware limited liability company
BEAUMONT REGIONAL, LLC,
a Delaware limited liability company
HOSPITAL OF BEAUMONT, LLC,
a Delaware limited liability company
BRAZOS MEDCO, LLC,
a Delaware limited liability company
BRAZOS VALLEY SURGICAL CENTER, LLC,
a Delaware limited liability company
BVSC, LLC,
a Delaware limited liability company
By: __________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[signatures continue]
COLLEGE STATION MERGER, LLC,
a Delaware limited liability company
COLLEGE STATION MEDICAL CENTER, LLC,
a Delaware limited liability company
CSMC, LLC,
a Delaware limited liability company
CORONADO MEDICAL, LLC,
a Delaware limited liability company
PAMPA MEDICAL CENTER, LLC,
a Delaware limited liability company
CORONADO HOSPITAL, LLC,
a Delaware limited liability company
MID-PLAINS, LLC,
a Delaware limited liability company
DOCTORS OF LAREDO, LLC,
a Delaware limited liability company
DOCTORS MEDICAL CENTER, LLC,
a Delaware limited liability company
SILSBEE TEXAS, LLC,
a Delaware limited liability company
SILSBEE MEDICAL CENTER, LLC,
a Delaware limited liability company
SDH, LLC,
a Delaware limited liability company
VHC MEDICAL, LLC,
a Delaware limited liability company
XXXXX HOSPITAL, LLC,
a Delaware limited liability company
VICTORIA HOSPITAL, LLC,
a Delaware limited liability company
PACIFIC WEST DIVISION OFFICE, LLC,
a Delaware limited liability company
GHC HOSPITAL, LLC,
a Delaware limited liability company
XXXXXXX MEDCO, LLC,
a Delaware limited liability company
GULF COAST MEDICAL CENTER, LLC,
a Delaware limited liability company
GCMC, LLC,
a Delaware limited liability company
DFW PHYSERV, LLC,
a Delaware limited liability company
DALLAS PHY SERVICE, LLC,
a Delaware limited liability company
By: ____________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[signatures continue]
SOUTHERN TEXAS MEDICAL CENTER, LLC,
a Delaware limited liability company
BROWNWOOD MEDICAL CENTER, LLC,
a Delaware limited liability company
MEDICAL CENTER OF BROWNWOOD, LLC,
a Delaware limited liability company
MEDICAL CENTER OF XXXXXXX, LLC,
a Delaware limited liability company
XXXXXXX MEDICAL CENTER, LLC,
a Delaware limited liability company
XXXXXXX MEDICAL CENTER, LLC,
a Delaware limited liability company
MEDICAL CENTER AT XXXXXXX, LLC,
a Delaware limited liability company
XXXXXXX REGIONAL, LLC,
a Delaware limited liability company
NRH, LLC,
a Delaware limited liability company
LONGVIEW MERGER, LLC,
a Delaware limited liability company
REGIONAL HOSPITAL
OF LONGVIEW, LLC,
a Delaware limited liability company
LRH, LLC,
a Delaware limited liability company
WEST ANAHEIM, LLC,
a Delaware limited liability company
WEST ANAHEIM MEDICAL CENTER, LLC,
a Delaware limited liability company
WAMC, LLC,
a Delaware limited liability company
TRIAD CSLP, LLC,
a Delaware limited liability company
SEBASTOPOL, LLC,
a Delaware limited liability company
PALM DRIVE MEDICAL CENTER, LLC,
a Delaware limited liability company
PDMC, LLC,
a Delaware limited liability company
MISSION BAY MEMORIAL
HOSPITAL, LLC,
a Delaware limited liability company
MEMORIAL HOSPITAL, LLC,
a Delaware limited liability company
By: ______________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[signatures continue]
SAN LEANDRO, LLC,
a Delaware limited liability company
CLAREMORE PHYSICIANS, LLC,
a Delaware limited liability company
CSDS, LLC,
a Delaware limited liability company
HDP DEQUEEN, LLC,
a Delaware limited liability company
HUNTINGTON BEACH AMDECO, LLC,
a Delaware limited liability company
LS PSYCIATRIC, LLC,
a Delaware limited liability company
MISSOURI HEALTHSERV, LLC,
a Delaware limited liability company
PACIFIC PHYSICIANS SERVICES, LLC,
a Delaware limited liability company
PANHANDLE MEDICAL CENTER, LLC,
a Delaware limited liability company
PRIMARY MEDICAL, LLC,
a Delaware limited liability company
SURGICAL CENTER OF AMARILLO, LLC,
a Delaware limited liability company
TRIAD HOLDINGS II, LLC,
a Delaware limited liability company
TRIAD HOLDINGS III, Inc.,
a Delaware corporation
TRIAD - MEDICAL CENTER AT XXXXXXX SUBSIDIARY, LLC,
a Delaware limited liability company
TRIAD - MEDICAL CENTER OF XXXXXXX SUBSIDIARY, LLC
a Delaware limited liability company
TRIAD - XXXXXXX REGIONAL HOSPITAL SUBSIDIARY, LLC,
a Delaware limited liability company
VFARC, LLC,
a Delaware limited liability company
SURGICARE OF INDEPENDENCE, INC.,
a Missouri corporation
VMF MEDICAL, LLC,
a Delaware limited liability company
WM MEDICAL, LLC,
a Delaware limited liability company
SURGICARE OUTPATIENT CENTER OF LAKE XXXXXXX, INC.,
a Louisiana corporation
By: _________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[signatures continue]
VHC HOLDINGS, LLC,
a Delaware limited liability company
SOUTH ARKANSAS CLINIC, LLC,
a Delaware limited liability company
WOMEN & CHILDREN'S HOSPITAL, LLC,
a Delaware limited liability company
XXXXXXX COMMUNITY HOSPITAL, LLC,
a Delaware limited liability company
SAN LEANDRO MEDICAL CENTER, LLC
a Delaware limited liability company
HEALDSBURG OF CALIFORNIA, LLC,
a Delaware limited liability company
GHC HUNTINGTON BEACH, LLC,
a Delaware limited liability company
CLAREMORE REGIONAL HOSPITAL, LLC,
a Delaware limited liability company
MEDICAL PARK HOSPITAL, LLC,
a Delaware limited liability company
MEDICAL PARK MSO, LLC,
a Delaware limited liability company
CLINICO, LLC,
a Delaware limited liability company
ODESSA, LLC,
a Delaware limited liability company
PHYS-MED, LLC,
a Delaware limited liability company
TRUFOR PHARMACY, LLC,
a Delaware limited liability company
KENSINGCARE, LLC,
a Delaware limited liability company
INDEPENDENCE REGIONAL HEALTH
CENTER, LLC,
a Delaware limited liability company
TRIAD-ARIZONA I, INC.,
an Arizona corporation
TRIAD OF ARIZONA (L.P.), INC.,
an Arizona corporation
TRIAD OF PHOENIX, INC.,
an Arizona corporation
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[signatures continue]
TRIAD DEQUEEN REGIONAL MEDICAL
CENTER, LLC,
a Delaware limited liability company
LAREDO INTEREST, LLC,
a Delaware limited liability company
SLH, LLC,
a Delaware limited liability company
OVERLAND PARK REGIONAL
MEDICAL CENTER, LLC,
a Delaware limited liability company
PHOENIX AMDECO, LLC,
a Delaware limited liability company
NORTHWEST HOSPITAL, LLC,
a Delaware limited liability company
PHOENIX SURGICAL, LLC,
a Delaware limited liability company
PANHANDLE PROPERTY, LLC,
a Delaware limited liability company
PANHANDLE, LLC,
a Delaware limited liability company
CARLSBAD MEDICAL CENTER, LLC,
a Delaware limited liability company
XXXXX MEDCO, LLC,
a Delaware limited liability company
XXXXX PHYSICIAN PRACTICE, LLC,
a Delaware limited liability company
LEA REGIONAL HOSPITAL, LLC,
a Delaware limited liability company
ARIZONA MEDCO, LLC,
a Delaware limited liability company
EL DORADO MEDICAL CENTER, LLC,
a Delaware limited liability company
E.D. CLINICS, LLC,
a Delaware limited liability company
XXXXXXX MEDICAL CENTER, LLC,
a Delaware limited liability company
PSYCHIATRIC SERVICES OF PARADISE VALLEY, LLC,
a Delaware limited liability company
OREGON HEALTHCORP, LLC,
a Delaware limited liability company
By: _____________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[signatures continue]
WILLAMETTE VALLEY CLINICS, LLC,
a Delaware limited liability company
WILLAMETTE VALLEY MEDICAL CENTER, LLC,
a Delaware limited liability company
PECOS VALLEY OF NEW MEXICO, LLC,
a Delaware limited liability company
EYE INSTITUTE OF SOUTHERN ARIZONA, LLC,
a Delaware limited liability company
HDP WOODLAND PROPERTY, LLC,
a Delaware limited liability company
HDPWH LLC,
a Delaware limited liability company
TROSCO, LLC,
a Delaware limited liability company
TRIAD CSGP, LLC,
a Delaware limited liability company
SURGICARE OF SHERMAN, INC.,
a Texas corporation
TRIAD RC, INC.,
a Delaware corporation
SOUTH ALABAMA PHYSICIAN SERVICES, INC.,
an Alabama corporation
SDH LP, LLC,
a Delaware limited liability company
TRIAD-SOUTH TULSA
HOSPITAL COMPANY, INC.,
a Oklahoma corporation
TRIAD-EL DORADO, INC.
an Arkansas corporation
ARIZONA ASC MANAGEMENT, INC.,
an Arizona corporation
MEDICAL HOLDINGS, INC.,
a Kansas corporation
MEDICAL MANAGEMENT, INC.,
a Kansas corporation
PACIFIC GROUP ASC DIVISION, INC.,
an Arizona corporation
SOUTH ALABAMA MANAGED CARE
CONTRACTING, INC.,
an Alabama corporation
HUNTINGTON ASSOCIATES,
a California corporation
By: __________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[signatures continue]
SPROCKET MEDICAL MANAGEMENT, INC.,
a Texas corporation
SURGICARE OF SAN LEANDRO, INC.,
a California corporation
SURGICENTER OF XXXXXXX COUNTY, INC.,
a Kansas corporation
SURGICARE OF VICTORIA, INC.,
a Texas corporation
DAY SURGERY, INC.,
a Kansas corporation
SAMARITAN SURGICENTERS OF ARIZONA, L.L.C.,
an Arizona limited liability corporation
WOODLAND HEIGHTS MEDICAL CENTER, LLC,
a Delaware limited liability company
WHMC, LLC,
a Delaware corporation
CRESTWOOD HOSPITAL & NURSING HOME, INC.,
an Alabama corporation
CRESTWOOD HOSPITAL HOLDINGS, INC.,
an Alabama corporation
SOUTH ALABAMA MEDICAL MANAGEMENT SERVICES, INC.,
an Alabama corporation
SURGICENTERS OF AMERICA, INC.,
an Arizona corporation
HTI TUCSON REHABILITATION, INC.,
a _______________ corporation
LAKE AREA PHYSICIAN SERVICES, LLC,
a Delaware limited liability company
AMARILLO SURGICARE I, LLC,
a Delaware limited liability company
ARIZONA DH, LLC,
a Delaware limited liability company
DEQUEEN REGIONAL I, LLC,
a Delaware limited liability company
GRB REALESTATE, LLC,
a Delaware limited liability company
GREENBRIER VMC, LLC,
a Delaware limited liability company
HIH, LLC,
a Delaware limited liability company
NORTH ANAHEIM SURGICARE, LLC,
a Delaware limited liability company
By: __________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[signatures continue]
PHYSICIAN SERVICES OF PARADISE VALLEY, LLC,
a Delaware limited liability company
SURGICARE OF SOUTHEAST TEXAS I, LLC,
a Delaware limited liability company
TRIAD-XXXXXX HOSPITAL GP, LLC,
a Delaware limited liability company
WEST VIRGINIA MS, LLC,
a Delaware limited liability company
By: __________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
SURGICENTER OF XXXXXXX COUNTY, LTD.,
a Kansas limited partnership
By: Surgicenter of Xxxxxxx County, Inc.
its General Partner
By: ____________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
SURGICENTER OF AMERICA, L.P.,
an Arizona limited partnership
By: Samaritan Surgicenters of Arizona, LLC
its General Partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
NORTH ANAHEIM SURGICENTER, LTD.,
a California limited partnership
By: North Anaheim Surgicare, LLC,
its General Partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[Signature Pages Continue]
XXXXXX AMBULATORY SURGICAL CENTER, LTD.
an Arizona limited partnership
By: Samaritan Surgicenters of Arizona, LLC
its General Partner
By: ________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
SURGICAL CENTER OF SOUTHEAST TEXAS, LTD.,
a Texas limited partnership
By: Surgicare of Southeast Texas, Inc.,
its General Partner
By: ____________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
SURGICARE OF VICTORIA, LTD.,
a Texas limited partnership
By: Surgicare of Victoria, Inc.,
its General Partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
THE SURGICAL HOSPITAL OF AMARILLO, LTD.,
a Texas limited partnership
By: Surgicare of Amarillo, Inc.,
its General Partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
KANSAS CITY SURGICENTER, LTD.,
a Missouri limited partnership
By: Day Surgery, Inc.,
its General Partner
By: ____________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[Signatures Continue]
EYE CARE SURGICARE, LTD.,
a Missouri limited partnership
By: Surgicare of Independence, Inc.,
its General Partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
XXXXXXXXX PARK SURGICENTER, LTD.,
a Texas limited partnership
By: Surgicare of Xxxxxxx, Inc.,
its General Partner
By: ____________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
TRIAD CORPORATE SERVICES, LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Triad CSGP, LLC,
its General Partner
By: ____________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
HDP WOODLAND HEIGHTS, L.P.,
a Delaware limited partnership
By: HDP Woodland Property, LLC,
its General Partner
By: ____________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[Signatures Continue]
PHYSICIANS AND SURGEONS HOSPITAL
OF ALICE, L.P.,
a Delaware limited partnership
By: Xxxxx Hospital, LLC,
its General Partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
PACIFIC EAST DIVISION OFFICE, L.P.,
a Delaware limited partnership
By: Triad Texas, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
BEAUMONT MEDICAL CENTER, L.P.,
a Delaware limited partnership
By: Beaumont Regional, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
BRAZOS VALLEY OF TEXAS, L.P.,
a Delaware limited partnership
By: Brazos Valley Surgical Center, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
COLLEGE STATION HOSPITAL, L.P.,
a Delaware limited partnership
By: College Station Medical Center, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[Signatures Continue]
PAMPA HOSPITAL, L.P.,
a Delaware limited partnership
By: Pampa Medical Center, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
LAREDO HOSPITAL, L.P.,
a Delaware limited partnership
By: Doctors of Laredo, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
SILSBEE DOCTORS HOSPITAL, L.P.
a Delaware limited partnership
By: Silsbee Medical Center, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
VICTORIA OF TEXAS, L.P.
a Delaware limited partnership
By: Xxxxx Hospital, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
VRMC, LIMITED PARTNERSHIP,
a Texas limited partnership
By: Laredo Interest, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[Signatures Continue]
TRIAD-XXXXXX HOSPITAL GP, L.P.,
a Delaware limited partnership
By: Triad-Xxxxxx Hospital GP, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
MCI PANHANDLE SURGICAL, L.P.,
a Delaware limited partnership
By: Panhandle Property, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
LAKE AREA SURGICARE, A PARTNERSHIP IN COMMENDAM,
a Louisiana limited partnership
By: Surgicare Outpatient Center Of Lake Xxxxxxx, Inc.,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
BROWNWOOD HOSPITAL, L.P.,
a Delaware limited partnership
By: Brownwood Medical Center, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[Signatures Continue]
XXXXXXX HOSPITAL, L.P.,
a Delaware limited partnership
By: Medical Center of Xxxxxxx, LLC,
its general partner
By: ____________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
XXXXXXX HOSPITAL, L.P.,
a Delaware limited partnership
By: Xxxxxxx Medical Center, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
XXXXXXX HOSPITAL, L.P.,
a Delaware limited partnership
By: Xxxxxxx Regional, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
LONGVIEW MEDICAL CENTER, L.P.,
a Delaware limited partnership
By: Regional Hospital of Longview, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[signatures continue]
GULF COAST HOSPITAL, L.P.
a Delaware limited partnership
By: Gulf Coast Medical Center, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
DALLAS PHYSICIAN PRACTICE, L.P.
a Delaware limited partnership
By: DFW Physerv, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
WEST ANAHEIM HOSPITAL, L.P.,
a Delaware limited partnership
By: West Anaheim Medical Center, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
PALM DRIVE HOSPITAL, L.P.,
a Delaware limited partnership
By: Palm Drive Medical Center, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
SAN DIEGO HOSPITAL, L.P.,
a Delaware limited partnership
By: Mission Bay Memorial Hospital, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[Signatures Continue]
SAN LEANDRO HOSPITAL, L.P.,
a Delaware limited partnership
By: San Leandro Medical Center, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
SAN XXXXXX HOSPITAL, L.P.,
a Delaware limited partnership
By: San Xxxxxx Community Medical Center, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
CRESTWOOD HEALTHCARE, L.P.,
a Delaware limited partnership
By: Crestwood Hospital & Nursing Home, Inc.,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
TRIAD HEALTHCARE SYSTEM OF PHOENIX, LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Triad of Phoenix, Inc.,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
[signatures continue]
PANHANDLE SURGICAL HOSPITAL, L.P.,
a Delaware limited partnership
By: Panhandle Medical Center, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
PINEY XXXXX HEALTHCARE SYSTEM, L.P.,
a Delaware limited partnership
By: Woodland Heights Medical Center, LLC,
its general partner
By: ___________________________
Name: Xxxxxx X. Xxx
Title: Executive Vice President
ADMINSITRATIVE AGENT: BANK OF AMERICA, N.A.,
as Administrative Agent
By:_______________________________
Name:
Title:
DELAY-DRAW TERM LENDERS: BANK OF AMERICA, N.A.
By:_______________________________
Name:
Title:
THE CHASE MANHATTAN BANK
By:_______________________________
Name:
Title:
CITICORP, USA
By:_______________________________
Name:
Title:
FLEET NATIONAL BANK
By:_______________________________
Name:
Title:
FOOTHILL INCOME TRUST I, L.P.,
by FIT II GP, LLC, its General Partner
By:_______________________________
Name:
Title:
FOOTHILL INCOME TRUST II, L.P.,
by FIT II GP, LLC, its General Partner
By:_______________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:_______________________________
Name:
Title:
[Signatures Continue]
SCOTIABANC INC.
By:_______________________________
Name:
Title:
BANK OF OKLAHOMA, N.A.
By:_______________________________
Name:
Title:
NATIONAL CITY BANK OF KENTUCKY
By:_______________________________
Name:
Title:
XXXXXXX XXXXX CAPITAL CORPORATION
By:_______________________________
Name:
Title:
CONSENT TO AMENDMENT NO. 1
TRIAD HOSPITALS HOLDINGS, INC.
September 28, 0000
Xxxx xx Xxxxxxx, N.A.
000 Xxxxx Xxxxxx, 0/xx/ Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxx Xxxxxx
Facsimile no.: (000) 000-0000
Re: Credit Agreement dated as of May 11, 1999 (as amended and modified,
the "Credit Agreement") among Healthtrust, Inc. - The Hospital
-----------------
Company, a Delaware corporation, as initial borrower, and TRIAD
HOSPITALS HOLDINGS, INC., a Delaware corporation, as subsequent and
current Borrower, the lenders identified therein and Bank of America
National Trust and Savings Association (now known as Bank of America,
N.A.), as Administrative Agent. Terms used but not otherwise defined
shall have the meanings provided in the Credit Agreement.
Amendment No. 1 dated September 28, 2000 (the "Subject Amendment")
-----------------
relating to the Credit Agreement
Ladies and Gentlemen:
This should serve to confirm our receipt of, and consent to, the Subject
Amendment. We hereby authorize and direct you, as Administrative Agent for the
Lenders, to enter into the Subject Amendment on our behalf in accordance with
the terms of the Credit Agreement upon your receipt of such consent and
direction from the Required Lenders, and agree that the Borrower may rely upon
such authorization.
Very truly yours,
_____________________________
[Name of Lender]
By:___________________________
Name:
Title:
Schedule 2.5-5
--------------
FORM OF DELAY-DRAW TERM NOTE
September 28, 2000
FOR VALUE RECEIVED, the undersigned Borrower hereby promises to pay to
the order of _________________, its successors and assigns (the "Lender"), in
------
such amounts and on such dates as set forth in the Credit Agreement to the
office of the Administrative Agent in immediately available funds as provided in
the Credit Agreement, the Lender's Delay-Draw Term Loan Committed Amount,
together with interest thereon at the rates and as provided in the Credit
Agreement.
This Term Note is one of the Delay-Draw Term Notes referred to in the
Credit Agreement dated as of May 11, 1999 (as amended and modified, the "Credit
------
Agreement") among Healthtrust, Inc - The Hospital Company, a Delaware
---------
corporation, as initial borrower, the Lenders identified therein and Bank of
America National Trust and Savings Association (now known as Bank of America,
N.A.), as Administrative Agent. Terms used but not otherwise defined herein
shall have the meanings provided in the Credit Agreement.
The holder may endorse and attach a schedule to reflect borrowings
evidenced by this Term Note and all payments and prepayments thereon; provided
--------
that any failure to endorse such information shall not affect the obligation of
the Borrower to pay amounts evidenced hereby.
Upon the occurrence of an Event of Default, all amounts evidenced by this
Term Note may, or shall, become immediately due and payable as provided in the
Credit Agreement without presentment, demand, protest or notice of any kind, all
of which are waived by the Borrower. In the event payment of amounts evidenced
by this Term Note is not made at any stated or accelerated maturity, the
Borrower agrees to pay, in addition to principal and interest, all costs of
collection, including reasonable attorneys' fees.
This Term Note and the Loans and amounts evidenced hereby may be
transferred only as provided in the Credit Agreement.
This Term Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the Borrower has caused this Term Note to be duly
executed by its duly authorized officer as of the day and year first above
written.
TRIAD HOSPITALS HOLDINGS, INC.,
a Delaware corporation
By:_______________________
Name:
Title:
