EXHIBIT 10.5
FIRST AMENDMENT TO
CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT is made and dated as of November
23, 1998 (the "First Amendment") among SIERRA HEALTH SERVICES, INC. (the
"Company"), the Banks now party to the Credit Agreement referred to below, the
financial institutions listed on the signature page hereof that are joining the
Credit Agreement as Banks (the "New Banks") and BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, a national banking association, as Administrative Agent
(the "Agent"), and amends that certain Credit Agreement dated as of October 30,
1998 (as further amended or modified from time to time, the "Credit Agreement").
RECITALS
WHEREAS, the Company has requested the Agent and the Banks to amend
certain provisions of the Credit Agreement, and the Agent and the Banks are
willing to do so, on the terms and conditions specified herein;
WHEREAS, the New Banks wish to be added to the Credit Agreement as
Banks, and the Company, the Agent and the existing Banks are willing to permit
the New Banks to be so added;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Terms. All terms used herein shall have the same meanings as in the
Credit Agreement unless otherwise defined herein.
2. Amendment. The Credit Agreement is hereby amended as follows:
2.1 Amendments to Section 1.01.
(a) There shall be added to Section 1.01 of the Credit
Agreement, in appropriate alphabetical sequence, the following definitions:
"First Union" shall mean First Union National Bank.
"Workers' Compensation Business" shall mean the
business of underwriting workers' compensation insurance and
performing administrative functions related thereto.
"Workers' Compensation Event" shall mean failure by
the Company or any of its Workers' Compensation Subsidiaries
to comply in any material respect with any of the terms and
provisions of any applicable Workers'
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Compensation Regulation pertaining to the fiscal soundness,
solvency or financial condition of the Company or any of its
Workers' Compensation Subsidiaries, or the assertion in
writing, after the Closing Date, by a Workers' Compensation
Regulator that it intends to take administrative action
against the Company or any of its Workers' Compensation
Subsidiaries to revoke or modify any Governmental Approval of,
or to enforce the fiscal soundness, solvency or financial
provisions or requirements of such Workers' Compensation
Regulations against, the Company or any of its Workers'
Compensation Subsidiaries, if such action, modification or
enforcement is reasonably likely to have a Material Adverse
Effect.
"Workers' Compensation Regulations" shall mean all
Requirements of Law applicable to any Workers' Compensation
Subsidiary under federal or state law and any regulations,
orders and directives promulgated or issued pursuant to the
foregoing in connection with the operation of its Workers
Compensation Business.
"Workers' Compensation Regulator" means any Person
charged with the administration, oversight or enforcement of a
Workers' Compensation Regulation, whether primarily,
secondarily, or jointly.
"Workers' Compensation Subsidiary" shall mean any
current or future Subsidiary of the Company that is primarily
involved in the Workers' Compensation Business.
(b) The second sentence following the chart in the definition
of the term "Applicable Commitment Fee Rate" in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"Thereafter, the Applicable Commitment Fee Rate shall
be the actual Level reflected on the Compliance Certificate
and shall be effective from and including the date on which
the Agent receives such Compliance Certificate to but
excluding the date on which the Agent receives the next
Compliance Certificate; provided, however, that if the Agent
does not receive a Compliance Certificate by the date required
by subsection 7.02(b), the Applicable Commitment Fee Rate
shall, effective as of such date, be Xxxxx 0 to but excluding
the date the Agent receives such Compliance Certificate (on
which such date the Applicable Commitment Fee Rate shall be
the actual Level reflected on such Compliance Certificate)."
(c) The second sentence following the chart in the definition
of the term "Applicable Margin" in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
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"Thereafter, the Applicable Margin shall be the
actual Level reflected on the Compliance Certificate and shall
be effective from and including the date on which the Agent
receives a Compliance Certificate to but excluding the date on
which the Agent receives the next Compliance Certificate;
provided, however, that if the Agent does not receive a
Compliance Certificate by the date required by subsection
7.02(b), the Applicable Margin shall, effective as of such
date, be Xxxxx 0 to but excluding the date the Agent receives
such Compliance Certificate (on which such date the Applicable
Margin shall be the actual Level reflected on such Compliance
Certificate)."
(d) Clause (d) of the definition of the term "Eligible
Assignee" in Section 1.01 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
"(d) any insurance company, mutual fund or other financial institution or
fund."
(e) Clause (a) of the definition of the term "Health Care
Business" in Section 1.01 of the Credit Agreement is hereby amended by adding
"including without limitation the provision of Medicare and Medicaid services"
at the end thereof.
(f) The definition of the term "HMO Texas" in Section 1.01 of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:
"HMO Texas" means Texas Health Choice L.C., a Texas limited
liability company, formerly known as HMO Texas, L.C., which is an
indirect Subsidiary of the Company.
(g) The definition of the term "Honor Date" in Section 1.01 of
the Credit Agreement is hereby amended by deleting "subsection 3.03(b)" and
replacing it with "subsection 3.03(c)".
(h) The definition of the term "L/C-Related Documents" in
Section 1.01 of the Credit Agreement is hereby amended by adding "the Existing
BofA Letters of Credit," after "Letters of Credit," in the first line thereof.
(i) The definition of the term "Kaiser Acquisition Agreements"
in Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
"Kaiser Acquisition Agreements" means that certain
Asset Sale and Purchase Agreement dated June 5, 1998 between
PMAT and HMO Texas, as amended, that certain Asset Sale and
Purchase Agreement dated June 5, 1998, as amended, between
Kaiser-Texas and HMO Texas and that certain Master
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Sale and Purchase Agreement dated June 5, 0000 xxxxxxx
Xxxxxx-Xxxxx xxx XXX Xxxxx, as amended.
(j) The definition of the term "Majority Banks" in Section
1.01 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:
"Majority Banks" means at any time that BofA and
First Union shall collectively hold in excess of 50% of the
Commitments, Banks holding in excess of 75% of the then
aggregate unpaid principal amount of the Loans, or, if no such
principal amount is then outstanding, Banks having in excess
of 75% of the Commitments; at any time that BofA and First
Union shall collectively hold in excess of 42.5% of the
Commitments but not more than 50% of the Commitments, Banks
holding in excess of 66 2/3% of the then aggregate unpaid
principal amount of the Loans, or, if no such principal amount
is then outstanding, Banks having in excess of 66 2/3% of the
Commitments; and at any time that BofA and First Union shall
collectively hold 42.5% or less of the Commitments, Banks
holding in excess of 60% of the then aggregate unpaid
principal amount of the Loans, or, if no such principal amount
is then outstanding, Banks having in excess of 60% of the
Commitments.
2.2 Amendment to Section 2.07.
(a) The first sentence of clause (c) of Section 2.07 of the
Credit Agreement is hereby amended by inserting "excluding sales or dispositions
in the ordinary course of business by the Company of securities in its
investment portfolio" immediately after "in the existing lines of business of
the Company" appearing in the eleventh line thereof.
2.3 Amendment to Section 3.01.
(a) The first sentence of clause (a) of Section 3.01 of the
Credit Agreement is hereby amended by inserting "to the day thirty days prior"
immediately after "Closing Date" in the third line thereof.
2.4 Amendments to Section 3.03.
(a) Clause (b) of Section 3.03 of the Credit Agreement is
hereby amended by deleting "subsection 3.3(a)" and replacing it with "subsection
3.03(a)" in the second line thereof.
2.5 Amendments to Section 3.06.
(a) Clause (iii) of Section 3.06 of the Credit Agreement is
hereby amended by adding "(including without limitation any Bank)" after
"Person" in the sixth line thereof.
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2.6 Amendments to Section 5.01.
(a) Clause (i) of Section 5.01 of the Credit Agreement is
hereby amended by adding "and the collateral thereunder has been released" to
the end thereof.
2.7 Amendments to Section 6.01.
(a) Clause (d) of Section 6.01 of the Credit Agreement is
hereby amended by adding "including without limitation all Workers' Compensation
Regulations," after "Requirements of Law" in the first line thereof.
2.8 Amendments to Section 6.02.
(a) Clause (c) of Section 6.02 of the Credit Agreement is
hereby amended by adding "including without limitation all Workers' Compensation
Regulations," after "Requirement of Law" in the first line thereof.
2.9 Amendments to Section 6.05.
(a) Clause (a) of Section 6.05 of the Credit Agreement is
hereby amended by adding "or impair the Banks ability to effect rights and
remedies" to the end thereof.
2.10 Amendments to Section 6.07.
(a) Clause (a) of Section 6.07 of the Credit Agreement is
hereby amended by deleting "the requirements of all applicable laws, rules,
regulations and orders of every governmental authority" and replacing it with
"Requirements of Law of every Governmental Authority".
2.11 Amendments to Section 6.21.
(a) Section 6.21 of the Credit Agreement is hereby amended by
adding "and the Kaiser Acquisition Agreements" after "Loan Documents" in the
third line thereof and adding "or the Kaiser Acquisition Agreements" after
"Closing Date)" in the ninth line thereof.
2.12 Amendments to Section 6.23.
(a) Section 6.23 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"6.23 Licensing, Etc. Each HMO Subsidiary maintains in full force and
effect (i) all licenses and certifications required pursuant to any HMO
Regulation; (ii) all certifications and authorizations necessary to ensure that
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each of the HMO Subsidiaries is eligible for all
reimbursements available under the HMO Regulations to the
extent applicable to HMOs of their type; and (iii) all
licenses, permits, authorizations and qualifications required
under the HMO Regulations in connection with the ownership or
operation of HMOs; except where the failure to maintain the
items described in any of the preceding three clauses would
not have a Material Adverse Effect. Each Workers' Compensation
Subsidiary maintains in full force and effect (i) all licenses
and certifications required pursuant to any Workers'
Compensation Regulation; and (ii) all licenses, permits,
authorizations and qualifications required under the Workers'
Compensation Regulations in connection with the ownership or
operation of a Workers' Compensation Business; except where
the failure to maintain the items described in any of the
preceding three clauses would not have a Material Adverse
Effect."
2.13 Amendments to Section 6.25.
(a) The first sentence of Section 6.25 of the Credit Agreement
is hereby amended by adding "or Event of Default" after "Material Adverse
Effect" in the tenth line thereof.
(b) The second sentence of Section 6.25 of the Credit
Agreement is hereby amended by adding the following clause prior to the end
thereof:
", all to the extent necessary to insure that any such failure will not
result in a Material Adverse Effect."
2.14 Amendments to Section 7.02.
(a) Clauses (d), (e) and (f) of Section 7.02 of the Credit
Agreement are hereby amended and restated in their entirety to read as follows:
"(d) promptly following the receipt of the same, a
copy of each notice relating to the loss or threatened loss by
the Company, any Workers' Compensation Subsidiary or any HMO
Subsidiary of any material operating permit, license or
certification by any Workers' Compensation Regulator or any
HMO Regulator;
(e) promptly following the receipt of the same, all
material correspondence received by the Company or any
Subsidiary (other than correspondence in draft form) from (i)
an HMO Regulator which asserts that the Company or any HMO
Subsidiary is not in substantial compliance with any HMO
Regulation or which threatens the taking of any action against
the Company or any Subsidiary under any HMO Regulation which
would reasonably be expected to have a Material Adverse Effect
or (ii) a Workers'
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Compensation Regulator which asserts that the Company or any
Workers' Compensation Subsidiary is not in substantial
compliance with any Workers' Compensation Regulation or which
threatens the taking of any action against the Company or any
Subsidiary under any Workers' Compensation Regulation which
would reasonably be expected to have a Material Adverse
Effect;
(f) from time to time upon receipt of a written
request by the Agent or any Bank specifying in reasonable
detail the types of documents to be provided, copies of any
and all statements, audits, studies or reports submitted by or
on behalf of (i) the Company or any HMO Subsidiary to any HMO
Regulator or (ii) the Company and any Workers' Compensation
Subsidiary to any Workers' Compensation Regulator (except to
the extent that the delivery of such documents could result in
the waiver by the Company of any privilege it might have under
applicable law); and"
2.15 Amendments to Section 7.08.
(a) Section 7.08 of the Credit Agreement is hereby amended by
adding ", all Workers' Compensation Regulations" after "HMO Regulations" in the
fifth line thereof.
2.16 Amendments to Section 7.16.
(a) There shall be added to the Credit Agreement a new section
7.16 reading in its entirety as follows:
7.16 Accreditation. The Company will use reasonable
commercial efforts to (i) maintain the current accreditation
by the National Committee for Quality Assurance ("NCQA") for
Health Plan of Nevada at the "Full Accreditation" level, and
(ii) obtain within a reasonable period of time and thereafter
maintain accreditation by NCQA for its Dallas area HMO
operations at the "Provisional Accreditation", "One-Year
Accreditation" or "Full Accreditation" levels.
2.17 Amendments to Section 8.02.
(a) Subsection (c) of Section 8.02 of the Credit Agreement is
hereby amended by deleting the date "December 31, 1997" and substituting
therefor the date "November 2, 1998".
(b) Subsection (d) of Section 8.02 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:
"(d) dispositions not otherwise permitted hereunder of assets (including
all, but not less than all, of the capital stock of any Subsidiary) owned by
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the Company or any Subsidiary as of November 2, 1998, which are made
for fair market value; provided, that (i) at the time of any
disposition, no Event of Default shall exist or shall result from such
disposition, (ii) the aggregate sales price from such disposition shall
be paid in cash, (iii) the aggregate value of all assets so sold by the
Company and its Subsidiaries prior to the Revolving Loan Termination
Date, together, shall not exceed 10% of the Consolidated Tangible
Assets of the Company and its Subsidiaries as of November 2, 1998."
2.18 Amendments to Section 8.17.
(a) Subsections (iii) and (iv) of Section 8.17 of the Credit
Agreement are hereby re-numbered as subsections (iv) and (v).
(b) A new subsection (iii) shall be added to Section 8.17 of
the Credit Agreement reading in its entirety as follows:
"(iii) if the aggregate value of all consideration (including
Indebtedness assumed by the Company and its Subsidiaries in connection
therewith) for any single Acquisition exceeds $25,000,000, the Company
shall have obtained the prior written approval of the Majority Banks."
2.19 Amendments to Section 9.02.
(a) Clause (a) of Section 9.02 of the Credit Agreement is
hereby amended by adding "and participate in Letters of Credit" after "Loans" in
the first line thereof and replacing "commitments" with "Commitments" in the
third line thereof.
2.20 Amendments to Section 10.07.
(a) Section 10.07 of the Credit Agreement is hereby amended by
deleting "solely" after "resulting" in line 9 thereof.
2.21 Amendments to Section 11.01.
(a) Clause (a) of Section 11.01 of the Credit Agreement is
hereby amended by replacing "Section 8.02" with "Section 9.02" in the second
line thereof.
(b) Clause (b) of Section 11.01 of the Credit Agreement is
hereby amended by adding the following immediately prior to the end thereof:
"or postpone or delay any date set forth in Section 2.07(b) for the
reduction of the Commitments"
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(c) There shall be added to Section 11.01 of the Credit
Agreement a new Clause (f) reading in its entirety as follows:
"(f) release any portion of the Pledged Collateral;"
2.22 Amendment of Schedules.
(a) Schedule 2.01 of the Credit Agreement is hereby amended
and restated to read in its entirety as set forth on Schedule 2.01 hereto.
(b) Schedule 5.01(g) of the Credit Agreement is hereby amended
and restated to read in its entirety as set forth on Schedule 5.01(g) hereto.
(c) Schedule 11.02 of the Credit Agreement is hereby amended
and restated to read in its entirety as set forth on Schedule 11.02 hereto.
2.23 Addition of New Banks.
(a) Upon the effectiveness of this First Amendment, each of
the New Banks shall (i) be a party to the Credit Agreement; (ii) assume all of
the rights and obligations of a Bank under the Credit Agreement with a
Commitment in the amount set forth opposite such Bank's name in Schedule 2.01
attached hereto; and (iii) be secured by the Collateral. The Commitments of the
New Banks and the revised Commitments of the existing Banks will be effective as
of November 25, 1998 (the "New Commitment Effective Date"). As of the date of
this First Amendment, there are three outstanding Borrowings of LIBOR Rate Loans
(the "Outstanding Loans"). It is the intention of the parties that on the New
Commitment Effective Date the New Banks shall purchase assignments in each of
the Outstanding Loans in an amount equal to each such Bank's respective Pro Rata
Share. The interest rate payable by the Company on the Outstanding Loans shall
remain unchanged; however, the interest rate distributable to the New Banks on
their portion of the New Loans shall be equal to the LIBOR Rate for an Interest
Period of three months, determined as of November 23, 1998, plus the Applicable
Margin for LIBOR Rate Loans. On the New Commitment Effective Date, each New Bank
shall pay to the Agent (for delivery to BofA and First Union) its Pro Rata Share
of the aggregate principal amount of the Outstanding Loans. The obligation of
each New Bank to so provide its purchase price to the Agent shall be absolute
and unconditional and shall not be affected by the occurrence of a Default or
Event of Default. Each New Bank that has provided to the Agent the purchase
price due for its assignment in such Loans shall thereupon acquire a pro rata
participation, to the extent of such payment, in the claim of BofA and First
Union against the Company for principal and shall share, in accordance with its
Pro Rata Share, in any principal payment made by the Company with respect to
such claim.
(b) From and after the New Commitment Effective Date, the New
Banks shall be entitled to their Pro Rata Share of all interest and fees
thereafter accruing under this
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Credit Agreement (including, without limitation, interest on each such New
Bank's Pro Rata Share of the Outstanding Loans). All Loans made after the New
Commitment Effective Date shall be made by the Banks pursuant to the Pro Rata
Shares set forth in Schedule 2.01 attached hereto.
(c) Each of the New Banks hereby (i) warrants and represents
that it is authorized to become a party to the Credit Agreement; (ii) appoints
and authorizes the Agent to take such action, exercise such powers, and perform
such duties under the Credit Agreement as are specifically delegated to or
required of the Agent by the terms of the Credit Agreement, together with such
other powers as are reasonably incidental thereto; and (iii) agrees that it will
abide and be bound by all of the terms, covenants and agreements, and perform
all of the obligations, which by the terms of the Credit Agreement are required
to be abided and performed by it as a Bank and shall be entitled to all of the
rights, benefits and privileges available or accruing to Banks under the Loan
Documents.
3. Representations and Warranties. The Company represents and warrants
to the Agent and the Banks that, on and as of the date hereof, and after giving
effect to this First Amendment:
3.1 Authorization. The execution, delivery and performance by
the Company of this First Amendment has been duly authorized by all necessary
corporate action, and this First Amendment has been duly executed and delivered
by the Company.
3.2 Binding Obligation. This First Amendment constitutes the
legal, valid and binding obligation of the Company, enforceable against it in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.
3.3 No Legal Obstacle to Amendment. The execution, delivery
and performance of this First Amendment will not (a) contravene the Organization
Documents of the Company; (b) constitute a breach or default under any
contractual restriction or violate or contravene any law or governmental
regulation or court decree or order binding on or affecting the Company which
individually or in the aggregate does or could reasonably be expected to have a
Material Adverse Effect; or (c) result in, or require the creation or imposition
of, any Lien on any of the Company's properties. No approval or authorization of
any governmental authority is required to permit the execution, delivery or
performance by the Company of this First Amendment, or the transactions
contemplated hereby.
3.4 Incorporation of Certain Representations. After giving
effect to the terms of this First Amendment, the representations and warranties
of the Company set forth in Article VI of the Credit Agreement are true and
correct in all respects on and as of the date hereof as though made on and as of
the date hereof, except as to such representations made as of an earlier
specified date.
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3.5 Default. No Default or Event of Default under the Credit
Agreement has occurred and is continuing.
4. Conditions, Effectiveness. The effectiveness of this First Amendment
shall be subject to the compliance by the Company with its agreements herein
contained, and to the delivery of the following to Agent in form and substance
satisfactory to Agent of the following on or before November 30, 1998:
4.1 Authorized Signatories. A certificate, signed by the
Secretary or an Assistant Secretary of the Company and dated the date of this
First Amendment, as to the incumbency of the person or persons authorized to
execute and deliver this First Amendment and any instrument or agreement
required hereunder on behalf of the Company.
4.2 Organization Documents. The articles or certificate of
incorporation and the bylaws of each Pledgor Subsidiary as in effect on the date
of this First Amendment, and resolutions authorizing the transactions by the
Pledgor Subsidiaries contemplated by the Credit Agreement, each certified by the
Secretary or Assistant Secretary of the each Pledgor Subsidiary as of the date
of this First Amendment.
4.3 Pledge Agreement Affirmations. The Agent shall have
received affirmation letters in respect of the Pledge Agreement, substantially
in the form of Exhibit A, from each Pledgor Subsidiary.
4.4 Notes. The Agent shall have received for each Bank,
including without limitation each New Bank, a duly executed Note in the amount
of such Bank's Commitment.
4.5 Regulatory Certificate. A certificate of a Responsible
Officer on behalf of each of the Workers' Compensation Subsidiaries to the
effect that such Workers' Compensation Subsidiary is in compliance in all
material respects with the requirements of all applicable Workers' Compensation
Regulations and with all other Requirements of Law.
4.6 Reliance Letters. Letters from Xxxxxx, Xxxxx & Xxxxxxx and
the internal counsel of the Company authorizing the New Banks to rely on the
opinions delivered pursuant to the Credit Agreement.
4.7 Other Evidence. Such other evidence with respect to the
Company or any other person as the Agent or any Bank may reasonably request to
establish the consummation of the transactions contemplated hereby, the taking
of all corporate action in connection with this First Amendment and the Credit
Agreement and the compliance with the conditions set forth herein.
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5. Miscellaneous.
5.1 Effectiveness of the Credit Agreement and the Notes.
Except as hereby expressly amended, the Credit Agreement and the Notes shall
each remain in full force and effect, and are hereby ratified and confirmed in
all respects on and as of the date hereof.
5.2 Waivers. This First Amendment is limited solely to the
matters expressly set forth herein and is specific in time and in intent and
does not constitute, nor should it be construed as, a waiver or amendment of any
other term or condition, right, power or privilege under the Credit Agreement or
under any agreement, contract, indenture, document or instrument mentioned
therein; nor does it preclude or prejudice any rights of the Agent or the Banks
thereunder, or any exercise thereof or the exercise of any other right, power or
privilege, nor shall it require the Majority Banks to agree to an amendment,
waiver or consent for a similar transaction or on a future occasion, nor shall
any future waiver of any right, power, privilege or default hereunder, or under
any agreement, contract, indenture, document or instrument mentioned in the
Credit Agreement, constitute a waiver of any other right, power, privilege or
default of the same or of any other term or provision.
5.3 Counterparts. This First Amendment may be executed in any
number of counterparts, and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. All provisions of this First
Amendment shall become effective when the Company, the Agent and the Majority
Banks shall have signed a copy hereof and the same shall have been delivered to
the Agent.
5.4 Governing Law. This First Amendment shall be governed by and construed
in accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed and delivered as of the date first written above.
SIERRA HEALTH SERVICES, INC.
By:
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative
Agent
By:
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank
By:
Name:
Title:
FIRST UNION NATIONAL BANK, as a Bank
By:
Name:
Title:
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CREDIT LYONNAIS NEW YORK BRANCH, as
a New Bank
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as a New Bank
By:
Name:
Title:
NORWEST BANK NEVADA N.A., as a New
Bank
By:
Name:
Title:
UNION BANK OF CALIFORNIA, N.A., as a
New Bank
By:
Name:
Title:
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SCHEDULE 2.01
COMMITMENTS AND PRO RATA SHARES
Bank Commitment Pro Rata Share
Bank of America National
Trust and Savings
Association $ 66,666,667 33.333333333%
First Union National Bank $ 53,333,333 26.666666667%
Credit Lyonnais
New York Branch $ 20,000,000 10.000000000%
The First National Bank
of Chicago $ 20,000,000 10.000000000%
Norwest Bank Nevada N.A. $ 20,000,000 10.000000000%
Union Bank of California, N.A. $ 20,000,000 10.000000000%
TOTAL $200,000,000 100%
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SCHEDULE 11.02
OFFSHORE AND DOMESTIC LENDING OFFICES,
ADDRESSES FOR NOTICES
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent
Notices (other than Borrowing Notices and Notices of Conversion/Continuation):
Bank of America National Trust
and Savings Association
Agency Management Services #20529
000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxx
Vice President
Telephone: 213/000-0000
Facsimile: 213/228-2299
AGENT'S PAYMENT OFFICE:
Notices for Extensions of Credit and Conversion/Continuation:
Bank of America National Trust
and Savings Association
Agency Administrative Services #5596
0000 Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxx
Telephone: 925/000-0000
Facsimile: 925/675-8500
39251439.4 12199 1610P 00000000
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as a Bank
Domestic and Offshore Lending Office:
GPO-Domestic Account Administration #0000
Xxx Xxxxxx Xxxxxxxx, 00xx Xxxxx
000 X. Xxxxxxx Xxx.
Xxx Xxxxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxx
Telephone: 213/000-0000
Facsimile: 213/345-6550
Notices (other than Borrowing notices and Notices of Conversion/Continuation):
Bank of America National Trust
and Savings Association
Health Care Finance #9173
000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: J. Xxxxxxx Xxxxxx
Vice President
Telephone: 213/000-0000
Facsimile: 213/228-2756
FIRST UNION NATIONAL BANK
Domestic and Offshore Lending Office:
Xxx Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxx Xxxxxxxxx
Telephone: 704/000-0000
Facsimile: 704/374-6537
with a copy of all Notices (other
than Borrowing Notices or Notices
of Conversion/Continuation):
39251439.4 12199 1610P 96246459
First Union National Bank
Xxx Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxx
Telephone: 704/000-0000
Facsimile: 704/383-9144
CREDIT LYONNAIS NEW YORK BRANCH
Domestic and Offshore Lending Office:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxx
Telephone: 212/000-0000
Facsimile: 212/261-3440
THE FIRST NATIONAL BANK OF CHICAGO
Domestic and Offshore Lending Office:
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxxx
Telephone: 312/000-0000
Facsimile: 000-000-0000
NORWEST BANK NEVADA N.A.
Domestic and Offshore Lending Office:
0000 Xxxx Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxx Xxxxxx
Telephone: 702/000-0000
Facsimile: 702/765-3888
39251439.4 12199 1610P 96246459
UNION BANK OF CALIFORNIA, N.A.
Domestic and Offshore Lending Office:
Commercial Customer Service Unit
0000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
Telephone: 323/000-0000
Facsimile: 323/724-6198
39251439.4 12199 1610P 96246459
EXHIBIT A to
First Amendment
to Credit Agreement
November 23, 1998
Sierra Health Services, Inc.
Sierra Medical Management, Inc.
Prime Holdings, Inc.
c/o Sierra Health Services, Inc.
0000 Xxxxx Xxxxxx Xxx
Xxx Xxxxx, Xxxxxx 00000
Re: Sierra Health Services, Inc.
Gentlemen:
Please refer to (1) the Credit Agreement, dated as of October 30, 1998
(the "Credit Agreement"), by and among Sierra Health Services, Inc., as the
Borrower, the commercial lending institutions party thereto (collectively, the
"Lenders") and Bank of America National Trust and Savings Association, as agent
(herein, in such capacity, called the "Agent") and (2) the Pledge Agreements
dated October 30, 1998 from each of the addressees in favor of the Lenders and
the Agent (the "Pledge Agreements"). Pursuant to an amendment dated of even date
herewith, a copy of which is attached hereto, certain terms of the Credit
Agreement were amended. We hereby request that you (i) acknowledge and reaffirm
all of your obligations and undertakings under your Pledge Agreement and (ii)
acknowledge and agree that your Pledge Agreement is and shall remain in full
force and effect in accordance with the terms thereof.
Please indicate your agreement to the foregoing by signing in the space
provided below, and returning the executed copy to the undersigned.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By:______________________________
39251439.4 12199 1610P 96246459
Title:
Acknowledged and Agreed to
as of November 20, 1998
SIERRA HEALTH SERVICES, INC.
SIERRA MEDICAL MANAGEMENT, INC.
PRIME HOLDINGS, INC.
By:____________________________
Its:________________________
39251439.4 12199 1610P 96246459
