AMENDMENT AGREEMENT NO. 1
TO SHORT TERM CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT (this "Amendment Agreement") is made and
entered into as of this 17th day of February, 1999, by and among HEALTHSOUTH
CORPORATION, a Delaware corporation (herein called the "Borrower"), NATIONSBANK
N. A. (the "Agent"), as Agent for the lenders (the "Lenders") party to the Short
Term Credit Agreement dated September 28, 1998, among the Lender, Borrower and
the Agent (the "Agreement") and the Lender whose name is subscribed hereto.
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and the Lender have entered into the
Agreement pursuant to which the Lender has agreed to make short term revolving
loans to the Borrower in the aggregate principal amount of up to $500,000,000 as
evidenced by the Notes (as defined in the Agreement) and to issue Letters of
Credit for the benefit of the Borrower; and
WHEREAS, the Borrower has requested that the Agreement be amended by
extending the Stated Termination Date and the Agent and the Lender has agreed,
subject to the terms and conditions hereof, to make such amendment, as provided
herein;
NOW, THEREFORE, the Borrower, the Agent and the Lender do hereby agree
as follows:
1. Definitions. The term "Agreement" as used herein and in the Loan
Documents (as defined in the Agreement) shall mean the Agreement as hereinafter
amended and modified. Unless the context otherwise requires, all terms used
herein without definition shall have the definition provided therefor in the
Agreement.
2. Amendment. Subject to the conditions set forth herein, the Agreement
is hereby amended, effective as of the date hereof, as follows:
(a) The following definitions are hereby inserted into
Section 1.1:
"Debt Offering" means the incurrence of any
Indebtedness for Money Borrowed permitted hereunder in
connection with a public offering or private placement of debt
securities of the Borrower.
"Net Proceeds" means cash payments received by the
Borrower from any Debt Offering as and when received, net of
all legal, accounting, banking and underwriting fees and
expenses, commissions, discounts and other issuance expenses
incurred in connection therewith and all taxes required to be
paid or accrued as a consequence of such Debt Offering.
1
(b) The following definitions are hereby amended in their
entirety so that as amended they read as follows:
"Stated Termination Date" means the earlier to occur
of (i) February 16, 2000 and (ii) the date when cumulative Net
Proceeds from Debt Offerings over the life of the Short Term
Credit Facility equals $500,000,000.
"Total Short Term Credit Commitment" means a
principal amount equal to the difference of (a) $500,000,000
less (b) any amount required to be paid pursuant to Section
2.3(b) hereof.
(c) The letter "(a)" shall be inserted in front of the first
paragraph of Section 2.3 and a new Section 2.3(b) is hereby inserted at
the end of Section 2.3 to read as follows:
"(b) The Borrower shall make a prepayment from the
Net Proceeds of any Debt Offering in an amount equal to one
hundred percent (100%) of such Net Proceeds. Each such
prepayment shall permanently reduce the Total Short Term
Credit Commitment and shall be made within five (5) business
days of receipt of such Net Proceeds and upon not less than
five (5) business days written notice to the Agent and shall
include a certificate of an Authorized Representative setting
forth in reasonable detail the calculations utilized in
computing the amount of Net Proceeds."
3. Representations and Warranties. The Borrower hereby represents and
warrants that:
(a) The representations and warranties made by Borrower in
Article VI of the Agreement are true on and as of the date hereof;
(b) There has been no material adverse change in the
condition, financial or otherwise, of the Borrower and its Consolidated
Entities since the date of the most recent financial reports of the
Borrower received by each Lender under Section 7.1 of the Agreement,
other than changes in the ordinary course of business, none of which
has had a Material Adverse Effect;
(c) The business and properties of the Borrower and its
Consolidated Entities are not and have not been adversely affected in
any substantial way as the result of any fire, explosion, earthquake,
accident, strike, lockout, combination of workers, flood, embargo,
riot, activities of armed forces, war or acts of God or the public
enemy, or cancellation or loss of any major contracts; and
2
(d) No event has occurred and no condition exists which, upon
the consummation of the transaction contemplated hereby, constitutes a
Default or an Event of Default on the part of the Borrower under the
Agreement, the Notes or any other Loan Document either immediately or
with the lapse of time or the giving of notice, or both.
5. Conditions. This Amendment Agreement shall become effective upon the
Borrower delivering to the Agent of the following:
(a) Four (4) counterparts of this Amendment Agreement duly
executed by the Borrower and receipt by the Agent of all fees and
expenses due in connection with this Amendment Agreement; and
(b) Such other documents and instruments as the Agent may
reasonably require.
6. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, conditions, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any other party
to the other. None of the terms or conditions of this Amendment Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing, in
the manner provided in the Agreement, specifying such change, modification,
waiver or cancellation of such terms or conditions, or of any proceeding or
succeeding breach thereof.
7. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Agreement and all of the other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.
[Remainder of page intentionally left blank.]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.
BORROWER:
HEALTHSOUTH CORPORATION
By: /s/ Xxxx Xxxxxx
-----------------------
Name: Xxxx Xxxxxx
--------------------
Title: V.P. Finance
----------------------
NATIONSBANK, N. A.,
as Agent for the Lenders
By: /s/ Xxxxxx Xxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxx
--------------------
Title: V.P.
--------------------
NATIONSBANK, N. A.,
as sole Lender
By: /s/ Xxxxxx Xxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxx
--------------------
Title: V.P.
--------------------
4
