AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of December 20, 1995 to the $2,300,000,000 Credit
Agreement dated as of February 28, 1995 as heretofore amended (the "Agreement")
among XXXXX HEALTHCARE CORPORATION (formerly National Medical Enterprises,
Inc.), the LENDERS party thereto, XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, THE BANK OF NEW YORK and
BANKERS TRUST COMPANY, as Arranging Agents, and XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Administrative Agent.
WHEREAS, the parties hereto desire to amend the Agreement to permit
the Borrower, at its election, to apply prepayments of the Term Loans to reduce
the amounts of subsequent Term Loan Amortization Payments in inverse order of
maturity;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement has the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall from and after the Amendment Effective Date (as defined in
Section 7 hereof) refer to the Agreement as amended hereby.
SECTION 2. AMENDMENT OF SECTION 2.06. Section 2.06 of the Agreement
is amended by adding at the end thereof the following new subsection (i):
(i) ELECTION TO PREPAY LATER INSTALLMENTS. Notwithstanding anything
to the contrary in the foregoing subsections of this Section or in Section
2.08, the Borrower may elect to apply all or any portion (not less than the
lesser of (x) $10,000,000 or (y) the then unpaid amount of the last Term
Loan Amortization Payment to mature) of any prepayment of Term Loans to
reduce the amounts of the subsequent Term Loan Amortization Payments in
inverse order to maturity. Any such election shall be made by giving
notice thereof to the Administrative Agent on or before the date of the
relevant prepayment. Upon receiving any such notice the Administrative
Agent shall promptly notify each relevant Lender of the contents thereof
and such notice shall not thereafter be revocable by the Borrower.
SECTION 3. AMENDMENT OF SECTION 2.08. Section 2.08 of the Agreement
is amended by adding the following words at the end of the last sentence
thereof:
, unless the Borrower shall have elected pursuant to Section 2.06(i) to
apply such prepayment to the subsequent Term Loan Amortization Payments in
inverse order of maturity.
SECTION 4. CONFIRMATION OF AGREEMENT. Except as modified or amended
in this Agreement, all terms and conditions in the Agreement remain in full
force and effect and are hereby ratified and confirmed.
SECTION 5. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 6. COUNTERPARTS. This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 7. EFFECTIVENESS. The amendment of the Agreement provided
for herein shall become effective on the date (the "Amendment Effective Date")
when the Administrative Agent shall have received counterparts hereof signed by
the Borrower and the Required Lenders (or, in the case of any such party as to
which a signed counterpart shall not have been received, telegraphic, telex,
facsimile or other written confirmation from such party that a counterpart
hereof has been signed by such party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
XXXXX HEALTHCARE CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
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Title: Senior Vice President - Treasurer
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