EXHIBIT 10.21
AMENDMENT XX. 0
XXXXXXXXX Xx. 0, dated as of February 7, 2002 ("Amendment"), to the
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Amended and Restated Credit Agreement dated as of April 27, 2001 (as
subsequently amended to the date hereof, the "Credit Agreement"), by and among
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TRIAD HOSPITALS, INC., a Delaware corporation (the "Borrower"), the Lenders
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party thereto, XXXXXXX XXXXX & CO., as Syndication Agent (the "Syndication
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Agent"), BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative
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Agent"), XXXXXXX XXXXX & CO. and BANC OF AMERICA SECURITIES LLC, as Co-Lead
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Arrangers and Co-Book-Runners, and THE CHASE MANHATTAN BANK and CITICORP USA,
INC., as Co-Documentation Agents (together with the Syndication and
Administrative Agents, the "Agents"). Capitalized terms used and not otherwise
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defined herein shall have the meanings assigned to them in the Credit Agreement.
WHEREAS, the Borrower has made certain modifications to the structure
of the Vicksburg Financing; and
WHEREAS, to provide for the Vicksburg Financing as modified by the
Borrower the consent of the Required Lenders is necessary to effect this
Amendment.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION ONE - AMENDMENT TO CREDIT AGREEMENT.
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(a) Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of "Vicksburg Financing" in its entirety and replacing it with
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the following definition:
"Vicksburg Financing" means a transaction between and among members of
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the Consolidated Group and a Governmental Authority of the State of
Mississippi relating to the tax-advantaged construction of healthcare
facilities in Vicksburg, Mississippi, which involves a member of the
Consolidated Group acquiring evidences of indebtedness of such
Governmental Authority approximately equivalent to the amount of a
loan made to Quorum Health Group of Vicksburg, Inc. by such
Governmental Authority.
(b) Section 1.1 of the Credit Agreement is hereby amended by deleting
the text of clause (xvii) of the definition of "Permitted Liens" and replacing
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it with the following language: "[Reserved]; and".
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(c) Section 9.1(i) of the Credit Agreement is hereby amended by
deleting such clause in its entirety and replacing it with the following clause:
(i) Indebtedness of Quorum Health Group of Vicksburg, Inc. of up to
$75.0 million in connection with the Vicksburg Financing.
SECTION TWO - Effectiveness.
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The effective date of this Amendment shall be February 7, 2002. This
Amendment shall become effective only upon satisfaction of the following
conditions precedent:
(a) The Administrative Agent shall have received duly executed
counterparts of this Amendment which, when taken together, pursuant to Section
12.6 of the Credit Agreement bear the authorized signatures of the Borrower and
the Required Lenders.
(b) All corporate and other proceedings taken or to be taken in
connection with this Amendment and all documents incidental thereto, whether or
not referred to herein, shall be satisfactory in form and substance to each of
the Required Lenders and their counsel.
(c) All attorneys' fees and expenses incurred in connection with this
Amendment for which an invoice has been submitted to the Borrower have been paid
in full in cash.
SECTION THREE - REPRESENTATIONS AND WARRANTIES
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In order to induce the Lenders to enter into this Amendment, the
Borrower represents and warrants to the Administrative Agent and each of the
Lenders that after giving effect to this Amendment, (i) no Default or Event of
Default has occurred and is continuing; and (ii) all of the representations and
warranties in the Credit Agreement, after giving effect to this Amendment, are
true, correct and accurate in all material respects on and as of the date hereof
as if made on the date hereof, except to the extent that changes in the facts
and conditions on which such representations and warranties are based are
required or permitted under the Credit Agreement. The Borrower further
represents and warrants (which representations and warranties shall survive the
execution and delivery hereof) to the Administrative Agent and each Lender that:
(a) The Borrower has the corporate power and authority to execute,
deliver and perform this Amendment and have taken all corporate actions
necessary to authorize the execution, delivery and performance of this
Amendment; and
(b) This Amendment has been duly executed and delivered on behalf of
the Borrower by a duly authorized officer or attorney-in-fact of the
Borrower.
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SECTION FOUR - MISCELLANEOUS.
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(a) Except as herein expressly amended, the Credit Agreement and all
other agreements, documents, instruments and certificates executed in connection
therewith, except as otherwise provided herein, are ratified and confirmed in
all respects and shall remain in full force and effect in accordance with their
respective terms.
(b) This Amendment may be executed by the parties hereto in one or
more counterparts, each of which shall be an original and all of which shall
constitute one and the same agreement.
(c) THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(d) This Amendment shall not constitute a consent or waiver to or
modification of any other provision, term or condition of the Credit Agreement
or any other Credit Document. All terms, provisions, covenants, representations,
warranties, agreements and conditions contained in the Credit Agreement, as
amended hereby, and the other Credit Documents shall remain in full force and
effect.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
TRIAD HOSPITALS, INC.,
as Borrower
By:
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Name:
Title:
Signature Page to
Amendment No. 3 to Credit Agreement
LENDER:
By:
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Name:
Title:
Signature Page to
Amendment No. 3 to Credit Agreement
