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Exhibit 4.7
SECOND AMENDMENT TO CREDIT AGREEMENT
AND
MODIFICATION OF LOAN DOCUMENTS
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND MODIFICATION OF LOAN
DOCUMENTS, dated August _, 1997 (this' "Amendment"), is by and between PRINCIPAL
HOSPITAL COMPANY, an Oregon corporation formerly known as Brim, Inc. (the
"Borrower"), the financial institutions from time to time party to the Credit
Agreement (as hereinafter defined) (the "Lenders") and FIRST UNION NATIONAL
BANK, formerly known as First Union National Bank of North Carolina, as Agent
for the Lenders (in such capacity, the "Agent"), and amends the Credit Agreement
dated as of December 17, 1997, as amended by a First Amendment dated March 26,
1997 (the "First Amendment"), between the Borrower, the Lenders and the Agent
(the "Credit Agreement"). Capitalized terms not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement.
RECITALS
A. Pursuant to the Credit Agreement, the Lenders extended to the
Borrower Term Loans in the aggregate principal amount of $35,000,000 and
Revolving Credit Loans in the aggregate principal amount of up to $65,000,000.
B. The Borrower has requested that the Agent and the Lenders amend the
Credit Agreement to modify certain covenants, all in accordance with the terms
hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Required Lenders
and the Agent, for themselves, their successors and assigns, agree as follows:
ARTICLE I
AMENDMENTS
1.1 Definitions. The defined term "Annualized Capital Expenditures" set
forth in ARTICLE I is hereby deleted. The defined term "Fixed Charges" set forth
in ARTICLE I is hereby deleted in its entirety and there is substituted in its
place the following:
"Fixed Charges" shall mean, as of the last day of any fiscal
quarter, (a) Scheduled Principal Payments, plus (b) the sum of the
following as of the fiscal quarter then ending: (i) Annualized Interest
Expense payable in cash, (ii) Annualized Lease Expense, (iii) actual
Capital Expenditures year-to-date for such fiscal year and (iv)
Annualized Cash Taxes.
1.2 Financial Covenants. SECTION 6.15 is hereby deleted in its entirety
and there is substituted in its place the following:
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6.15 Capital Expenditures. Permit Capital Expenditures (i) for
the fiscal year ending December 31, 1997 to exceed $8,300,000 and (ii)
for any fiscal year, beginning with the fiscal year beginning January
1, 1998, to exceed five percent (5%) of Consolidated Net Revenues for
the four (4) fiscal quarters ending on the last day of the previous
year, adjusted for inflation based on the consumer price index as
determined by the Agent, plus proceeds of insurance with respect to any
loss of Collateral (to the extent used to replace or replace such
Collateral), plus proceeds of the disposition of assets permitted by
SECTION 6.5.
1.3 Revolving Credit Borrowing Availability/Palestine Limited
Partnership. For purposes of the Revolving Credit borrowing Availability,
commencing on the date of this Amendment, the Borrower may include actual
annualized EBITDAR of Palestine Limited Partnership for the relevant period
multiplied by three (3), notwithstanding the amount of the obligations
guaranteed by Palestine Limited Partnership.
ARTICLE II
LOAN DOCUMENTS
Any individual or collective reference to any of the Loan Documents in
any of the other Loan Documents to which the Borrower or any Guarantor is a
party shall mean, unless otherwise specifically provided, such Loan Document as
amended by this Amendment, and as it is further amended, restated, supplemented
or modified from time to time and any substitute or replacement therefor or
renewals thereof, including without limitation, all references to the Credit
Agreement, which shall mean the Credit Agreement as amended hereby and as
further amended from time to time.
ARTICLE III
OJAI VALLEY COMMUNITY HOSPITAL
3.1 Purchase Extension. Pursuant to SECTION 5.17 of the Credit
Agreement, the Borrower was going to acquire Ojai Valley Community Hospital by
June 30, 1997 and such date was extended by letter agreement until July 31,
1997. The Required Lenders hereby agree to amend SECTION 5.17 of the Credit
Agreement to change the reference from "July 31, 1997" to "August 15, 1997.
ARTICLE IV
CONDITIONS PRECEDENT
This Amendment and the obligations of the Lenders to continue to extend
credit under the terms of the Credit Agreement are subject to the satisfaction
of all of the following conditions precedent:
4.1 Execution of this Amendment. This Amendment shall have been
executed and delivered by the Borrower, the Agent and the Required Lenders, it
being expressly understood that the terms of this Amendment require the express
consent of Lenders holding 66 2/3% or more of the sum of the
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aggregate principal amount of the Term Loans and Revolving Credit Commitments
outstanding as of the dare hereof.
4.2 No Default. After giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing, and the Agent and the
Lenders shall have received a certificate from the chief executive officer or
the chief financial officer of the Borrower to such effect.
4.3 Guarantor Confirmation. The Agent and the Lenders shall have
received written confirmation by the Guarantors of their obligations under the
Guaranty Documents.
4.4 Governmental Approvals. All necessary approvals, authorizations
and consents, if any be required, of all governmental bodies (including courts)
having jurisdiction with respect to the transactions contemplated by this
Amendment shall have been obtained.
4.5 No Injunction, Etc. No action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or legislative body to enjoin, restrain or
prohibit, or to obtain substantial damages in respect of, or which is related to
or arises out of this Amendment or the consummation of the transactions
contemplated hereby or which, in the Lenders' sole discretion, would make it
inadvisable to consummate the transactions contemplated by this Amendment.
4.6 No Material Adverse Change. In the reasonable judgment of the
Agent, there shall not have occurred any material adverse change in the
business, business prospects, financial condition or results of operations of
the Borrower or any Guarantor, or any event, condition or state of facts that
would be reasonably expected materially and adversely to affect the business,
business prospects, financial condition or results or operations of the Borrower
or any Guarantor.
ARTICLE V
GENERAL
5.1 Full Force and Effect. As expressly amended hereby, the Credit
Agreement and each Loan Document shall continue in full force and effect in
accordance with the provisions thereof on the date hereof. As used in the Credit
Agreement, "hereinafter," "hereto, " "hereof" and words of similar import shall
mean, unless the context otherwise requires, the Credit Agreement as amended by
this Amendment.
5.2 Representations and Warranties. After giving effect to this
Amendment, the representations and warranties set forth in the Credit Agreement
are true and correct as of the date hereof, except to the extent such
representations and warranties relate solely to or are specifically expressed as
of a particular date or period.
5.3 Release. The Borrower hereby releases and discharges the Agent and
each of the Lenders, their directors, officers, agents, and employees, from any
and all causes of action, suits, claims, demands. liabilities and obligations
whatsoever, in law or in equity, whether the same are now known or unknown or
whether the facts on which the same are based are now known or unknown, which
they ever had, now have or hereafter may have by reason of any matter, act or
omission whatsoever occurring
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on or before the date of this Amendment, except for any claims arising out of
any wanton or willful misconduct or gross negligence on the part of the Agent or
any Lender.
5.4 Applicable law. This Amendment shall be governed by and construed
in accordance with the laws and judicial decisions of the State of North
Carolina without reference to conflicts of law principles.
5.5 Counterparts; Terms. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.
5.6 Expenses. The Borrower agrees to pay all reasonable out-of-pocket
expenses incurred by the Agent in connection with the preparation, execution and
delivery of this Amendment, including, without limitation, all fees and
disbursements of Agent's counsel.
5.7 Headings. The headings of this Amendment are for the purposes of
reference only and shall nor affect the construction of this Amendment.
5.8 Valid Amendment. The parties acknowledge that, when executed and
delivered by the Borrower, the Agent and the Required Lenders, this Amendment
complies in all respects with SECTION 10.8 of the Credit Agreement, which sets
forth the requirements for amendments thereto.
(signatures begin next page)
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed in their corporate names by their duly authorized corporate officers
as of the date first above written.
PRINCIPAL HOSPITAL COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Executive VP and CFO
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FIRST UNION NATIONAL BANK, as Agent
and as Issuing Bank
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Vice President
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(signatures continued)
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LENDERS:
FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Vice President
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AMSOUTH BANK OF ALABAMA
By: /s/ ▇▇▇▇▇ ▇. Law
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Name: ▇▇▇▇▇ ▇. Law
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Title: Vice President
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▇▇▇▇▇▇ COMMERCIAL PAPER INC.
By: /s/ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇
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Title: Authorized
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇. ▇▇▇▇▇▇▇▇
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Name: Farboud Tavangar
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Title: First Vice President
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BANQUE PARIBAS HOUSTON AGENCY
By: /s/ ▇▇▇▇▇ ▇. Msaley
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Name: ▇▇▇▇▇ ▇. Msaley
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Title: Vice President
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By: /s/ ▇. ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Regional General Manager
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(signatures continued)
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▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Assistant Vice President
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NATIONAL CITY BANK OF KENTUCKY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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UNION BANK OF CALIFORNIA, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
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FIRST AMERICAN NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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