AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT dated as of March 16, 1999 to the Credit Agreement dated as of January 30, 1997, as amended as of July 25, 1997 (collectively, the "CREDIT AGREEMENT") among TENET HEALTHCARE CORPORATION (the "BORROWER"),...
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of March 16, 1999 to the Credit Agreement dated as of
January 30, 1997, as amended as of July 25, 1997 (collectively, the "CREDIT
AGREEMENT") among ▇▇▇▇▇ HEALTHCARE CORPORATION (the "BORROWER"), the LENDERS,
MANAGING AGENTS and CO-AGENTS party thereto, the SWINGLINE BANK party thereto,
THE BANK OF NEW YORK and THE BANK OF NOVA SCOTIA, as Documentation Agents, BANK
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Syndication Agent, and
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the
"ADMINISTRATIVE AGENT")
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to (i) add
an additional carve-out to the definition of Restricted Asset Transfer to permit
the sale of certain identified assets, (ii) defer the step-down of the debt
ratio by six months and (iii) permit the Borrower to exchange its 6%
Exchangeable Subordinated Notes for non-exchangeable subordinated securities,
subject to certain terms and conditions;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit 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 Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. DEFINITION OF RESTRICTED ASSET TRANSFER. The Definition of
Restricted Asset Transfer in Section 1.01 is amended as follows:
(a) subsections (vi) and (vii) are amended to read as follows:
"(vi) a sale or other transfer of Equity Interests in any Person
that is neither a Subsidiary nor an Equity Affiliate;
(vii) any sale or other transfer of assets to an Equity Affiliate;
and"
(b) a new subsection (viii) is added to read as follows:
"(viii) any sale of assets identified in Schedule 5.06 hereto,
PROVIDED that such sale occurs not later than March 31, 2000."
SECTION 3. SCHEDULE OF PERMITTED ASSET SALES. A Schedule 5.06 of
Permitted Asset Sales is added to read as hereto attached.
SECTION 4. DEBT RATIO. Section 5.09 of the Credit Agreement is amended to
read as follows:
Section 5.09. DEBT RATIO. At the close of business on any day on or after
the Closing Date, the ratio of (i) Adjusted Total Debt at such time to (ii)
Adjusted EBITDA for the period of four consecutive Fiscal Quarters most recently
ended at or prior to such time will not be greater than the ratio set forth
below opposite the period in which such day is included:
PERIOD RATIO
Closing Date through May 31, 1998 4.0 to 1
June 1, 1998 through November 30, 1999 3.75 to 1
On and after December 1, 1999 3.5 to 1
SECTION 5. RESTRICTION ON PREPAYING SUBORDINATED DEBT. Section 5.15 of
the Credit Agreement is amended to read as follows:
SECTION 5.15. RESTRICTION ON PREPAYING SUBORDINATED DEBT. Neither the
Borrower nor any Subsidiary will prepay, defease or purchase, prior to the date
on which it is required by its terms to be repaid, repurchased or otherwise
retired, all or any portion of any Debt of the Borrower that is subordinated in
right of payment to the Loans; PROVIDED that (x) the Borrower may prepay,
defease or repurchase such Debt in an aggregate amount not in excess of the net
cash proceeds received by the Borrower from the issue and sale or incurrence of
additional subordinated Debt in the 12 month period prior to, or substantially
concurrently with, such prepayment, defeasance or repurchase, so long as such
additional subordinated Debt has a final maturity after the final maturity of,
and a weighted average life that is longer than the weighted average life of,
the subordinated Debt prepaid, defeased or repurchased, (y) the Borrower may
repurchase its 6% Exchangeable Subordinated Notes due 2005 in exchange for
additional Debt of the Borrower subordinated on substantially identical terms,
so long as such additional subordinated Debt requires no scheduled payment of
principal prior to the scheduled maturity of the Borrower's 6% Exchangeable
Subordinated Notes due 2005, and (z) in addition to any subordinated Debt
prepaid, defeased or repurchased pursuant to clause (x) or (y), the Borrower may
prepay, defease or repurchase such Debt so long as the aggregate cash (or value
of property) used therefor, plus the aggregate amount of Restricted Payments
made in accordance
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with Section 5.12, does not at any time exceed the sum of (i) $500,000,000 and
(ii) 50% of the Borrower's cumulative consolidated net income for the period
(treated as a single accounting period) commencing June 1, 1998 and ending on
the last day of the last Fiscal Quarter ended prior to the date of such
prepayment, defeasance or repurchase.
SECTION 6. REPRESENTATIONS OF BORROWER. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be continuing on such
date.
SECTION 7. COVENANT OF THE BORROWER. The Borrower shall pay to the
Administrative Agent amendment fees for the account of the Banks in the amounts
heretofore mutually agreed on March 25, 1999.
SECTION 8. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 9. 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 10. EFFECTIVENESS. This Amendment shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") when the Administrative Agent shall have
received from each of the Borrower and the Required Lenders a counterpart hereof
signed by such party or facsimile or other written confirmation (in form
satisfactory to the Administrative Agent) that such party has signed a
counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
▇▇▇▇▇ HEALTHCARE CORPORATION
By:
Title:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By:
Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By:
Title:
THE BANK OF NEW YORK
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED, LOS
ANGELES AGENCY
By:
Title:
ABN AMRO BANK N.V.
LOS ANGELES INTERNATIONAL BRANCH
By:
Title:
By:
Title:
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By:
Title:
THE CHASE MANHATTAN BANK
By:
Title:
DEUTSCHE BANK NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By:
Title:
By:
Title:
FLEET NATIONAL BANK
By:
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By:
Title:
PNC BANK, N.A.
By:
Title:
THE SANWA BANK LIMITED, DALLAS AGENCY
By:
Title:
SOCIETE GENERALE
By:
Title:
THE SUMITOMO BANK, LIMITED
By:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By:
Title:
COMMERZBANK AG
LOS ANGELES BRANCH
By:
Title:
By:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
LOS ANGELES AGENCY
By:
Title:
KREDIETBANK N.V.
By:
Title:
By:
Title:
BANK OF MONTREAL
By:
Title:
BANQUE PARIBAS
By:
Title:
By:
Title:
CREDIT SUISSE FIRST BOSTON
By:
Title:
By:
Title:
THE ROYAL BANK OF SCOTLAND plc
By:
Title:
HIBERNIA NATIONAL BANK
By:
Title:
BHF-BANK AKTIENGESELLSCHAFT
By:
Title:
By:
Title:
MICHIGAN NATIONAL BANK
By:
Title:
THE TOYO TRUST & BANKING CO., Ltd.
By:
Title:
THE TOKAI BANK LIMITED, LOS ANGELES AGENCY
By:
Title:
UNITED STATES NATIONAL BANK OF OREGON
By:
Title:
BANCA COMMERCIALE ITALIANA
By:
Title:
CALIFORNIA BANK & TRUST
By:
Title:
COMERICA BANK
By:
Title:
FIRST AMERICAN NATIONAL BANK
By:
Title:
FIRST UNION NATIONAL BANK
By:
Title:
MELLON BANK, N.A.
By:
Title:
NATIONAL CITY BANK, KENTUCKY
By:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND"
By:
Title:
SOUTH TRUST BANK
By:
Title:
STB DELAWARE FUNDING TRUST I
By:
Title:
SUNTRUST BANK, CENTRAL FLORIDA NA
By:
Title:
THE SAKURA BANK, LIMITED
By:
Title:
NATEXIS BANQUE-BFCE
By:
Title:
By:
Title:
SCHEDULE 5.06
PERMITTED ASSET SALES
THE LIST OF PERMITTED ASSET SALES HAS BEEN AGREED TO BY THE COMPANY AND EACH OF
THE OTHER PARTIES TO THE CREDIT AGREEMENT.