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EXHIBIT 4.5.3
THIRD AMENDMENT
This THIRD AMENDMENT (the "Amendment") dated April 29, 1998 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 (f/k/a First Union
National Bank of North Carolina) 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 previously
amended, and as further 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 has requested that the Lenders amend the Credit Agreement
as more fully described below. Subject to the terms and conditions set forth
below, the Lenders are willing to agree to the requested amendments.
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. AMENDMENT TO SECTION 11.2(A). Section 11.2(a) of the Credit
Agreement is hereby amended by deleting such Section 11.2(a)
in its entirety and substituting the following in lieu
thereof:
"(a) Acceleration; Termination of Facilities. Declare
the principal of and interest on the Loans, the Notes and the
Reimbursement Obligations at the time outstanding, and all
other amounts owed to the Lenders and to the Agent under this
Agreement or any of the other Loan Documents (including,
without limitation, all L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall
have presented the documents required thereunder, but
excluding any amounts owed under any Hedging Agreement) and
all other Obligations (other than amounts owed under any
Hedging Agreement), to be forthwith due and payable, whereupon
the same shall immediately become due and payable without
presentment, demand, protest or other notice of any kind, all
of which are expressly waived, anything in this Agreement or
the other Loan Documents to the contrary notwithstanding, and
terminate the Credit Facility and any right of the Borrower to
request borrowings or Letters of Credit thereunder; provided,
that upon the occurrence of an Event of Default specified in
Section 11.1(h) or (i) the Credit Facility shall be
automatically terminated and all Obligations (other than
amounts owed under any Hedging Agreement) shall automatically
become due and payable."
2. AMENDMENT TO SECTION 13.11. Section 13.11 of the Credit
Agreement is hereby amended by inserting the following text
immediately after the words "Loan Documents" in the second
line of such Section 13.11:
"(other than Hedging Agreements, the terms and conditions of
which may be amended, modified or waived by the parties
thereto)"
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3. AGREEMENTS CONCERNING HEDGING AGREEMENTS. Notwithstanding
anything to the contrary contained in the Credit Agreement,
the parties hereto hereby agree that (a) any Hedging Agreement
of the Borrower existing on the date hereof is hereby
expressly permitted under the Credit Agreement; (b) any
Hedging Agreement entered of the Borrower subsequent to the
date hereof shall be permitted under the Credit Agreement;
provided that each such Hedging Agreement is with a
counterparty satisfactory to the Administrative Agent (unless
the counterparty is (i) a Lender, (ii) an Affiliate of a
Lender or (iii) an Eligible Assignee) and such Hedging
Agreement is upon terms and conditions no less favorable than
are generally available in the market; (c) all existing and
future Hedging Agreements shall be subject to the provisions
of Section 10.12 of the Credit Agreement; and (d) the Borrower
shall not enter into or permit to exist any agreement with
respect to an interest rate swap, collar, cap, floor or a
forward rate agreement that does not constitute a Hedging
Agreement under the definition thereof contained in the Credit
Agreement.
4. CONDITIONS.
(a) The effectiveness of the Amendments set forth in
Paragraphs 1 and 2 hereof shall be conditioned upon
receipt by the Agent of a copy of this Amendment duly
executed by the Agent, the Borrower and all of the
Lenders.
(b) The effectiveness of the Amendments set forth in
Paragraph 3 hereof shall be conditioned upon receipt
by the Agent of a copy of this Amendment duly
executed by the Agent, the Borrower and the Required
Lenders.
5. BRINGDOWN; REFERENCES TO CREDIT AGREEMENT. The Borrower hereby
represents and warrants that (a) the representations and
warranties contained in Article VI of the Credit Agreement are
true and correct in all material respects as of the date
hereof (except and to the extent that such representations and
warranties relate to an earlier date, in which case such
representations and warranties shall be true and correct as of
such earlier date) and (b) no Default or Event of Default has
occurred and is continuing as of the date hereof. 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.
6. MISCELLANEOUS. Except as amended hereto, the Credit Agreement
shall remain 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.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have
executed this Amendment to Credit Agreement as of the date first above written.
QUORUM HEALTH GROUP, INC.
By: ______________________________________
Name:________________________________
Title:_______________________________
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FIRST UNION NATIONAL BANK
By: ______________________________________
Name: _______________________________
Title: _______________________________
TORONTO DOMINION (TEXAS), INC.
By: ______________________________________
Name: _______________________________
Title: _______________________________
SCOTIABANC INC.
By: ______________________________________
Name: _______________________________
Title: _______________________________
AMSOUTH BANK OF ALABAMA
By: ______________________________________
Name: _______________________________
Title: _______________________________
CITICORP USA, INC.
By: ______________________________________
Name: _______________________________
Title: _______________________________
[Third Amendment]
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SUNTRUST BANK, NASHVILLE, N.A.
By: ______________________________________
Name: _______________________________
Title: _______________________________
CORESTATES BANK, N.A.
By: ______________________________________
Name: _______________________________
Title: _______________________________
NATIONSBANK, N.A.
By: ______________________________________
Name: _______________________________
Title: _______________________________
MELLON BANK, N.A.
By: ______________________________________
Name: _______________________________
Title: _______________________________
[Third Amendment]
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: ______________________________________
Name: _______________________________
Title: _______________________________
FLEET NATIONAL BANK
By: ______________________________________
Name: _______________________________
Title: _______________________________
ABN AMRO BANK N.V.
By: ______________________________________
Name: _______________________________
Title: _______________________________
By: ______________________________________
Name: _______________________________
Title: _______________________________
COOPERATIEVE CENTRALE RAIFFEISEN
BOERENLEENBANK B.A.
"RABOBANK NEDERLAND,"
NEW YORK BRANCH
By: ______________________________________
Name: _______________________________
Title: _______________________________
By: ______________________________________
Name: _______________________________
Title: _______________________________
[Third Amendment]
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XXXXXXXX XXXX XXXX XX XXXXXXXX
By: ______________________________________
Name: _______________________________
Title: _______________________________
UNION BANK OF CALIFORNIA, N.A.
By: ______________________________________
Name: _______________________________
Title: _______________________________
BANQUE PARIBAS
By: ______________________________________
Name: _______________________________
Title: _______________________________
By: ______________________________________
Name: _______________________________
Title: _______________________________
LTCB TRUST COMPANY
By: ______________________________________
Name: _______________________________
Title: _______________________________
THE SUMITOMO BANK, LIMITED
By: ______________________________________
Name: _______________________________
Title: _______________________________
[Third Amendment]
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CREDIT LYONNAIS NEW YORK BRANCH
By: ______________________________________
Name: _______________________________
Title: _______________________________
BANK ONE, DAYTON, NA
By: ______________________________________
Name: _______________________________
Title: _______________________________
THE SANWA BANK LIMITED,
ATLANTA AGENCY
By: ______________________________________
Name: _______________________________
Title: _______________________________
FBTC LEASING CORP.
By: ______________________________________
Name: _______________________________
Title: _______________________________
THE SUMITOMO TRUST AND
BANKING CO., LTD.,
NEW YORK BRANCH
By: ______________________________________
Name: _______________________________
Title: _______________________________
[Third Amendment]
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KREDIETBANK N.V.,
GRAND CAYMAN BRANCH
By: ______________________________________
Name: _______________________________
Title: _______________________________
FIRST TENNESSEE BANK
NATIONAL ASSOCIATION
By: ______________________________________
Name: _______________________________
Title: _______________________________
FIRST AMERICAN NATIONAL BANK
By: ______________________________________
Name: _______________________________
Title: _______________________________
BANK OF TOKYO - MITSUBISHI
TRUST COMPANY
By: ______________________________________
Name: _______________________________
Title: _______________________________
By: ______________________________________
Name: _______________________________
Title: _______________________________
[Third Amendment]
