1 Exhibit 10.11
THIRD AMENDMENT
TO
CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT"), dated
effective as of August 14, 1997, is among PARACELSUS HEALTHCARE
CORPORATION, a California corporation (the "BORROWER"), each of the banks
or other lending institutions which is a party to the Credit Agreement
(as hereinafter defined) (individually, a "LENDER" and, collectively, the
"LENDERS") and is a signatory to this Amendment, BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, a national banking association, as lead
agent for the Lenders (the "AGENT"), BANQUE PARIBAS, a bank organized and
existing under the laws of the Republic of France, as documentation agent
for the Lenders (the "DOCUMENTATION AGENT"), NATIONSBANK OF TEXAS, N.A.,
a national banking association, as managing agent for the Lenders (the
"MANAGING AGENT") and CREDIT LYONNAIS NEW YORK BRANCH and TORONTO-
DOMINION (TEXAS), INCORPORATED, as co-agents for the Lenders (the "CO-
AGENTS").
RECITALS:
A. The Borrower, the Lenders, the Agent, the Documentation Agent,
the Managing Agent and the Co-Agents previously executed or otherwise
became parties to that certain Credit Agreement dated as of August 16,
1996, as amended by that certain First Amendment to Credit Agreement
dated (except as otherwise provided therein) as of April 14, 1997 and
that certain Second Amendment to Credit Agreement dated (except as
otherwise provided therein) as of August 14, 1997 (as so amended, the
"CREDIT AGREEMENT").
B. The parties hereto desire to amend the definition of the term
"Required Lenders" in the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto (which shall include the
all Lenders) hereby agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.1 DEFINITIONS. All defined terms used in this Amendment
but not defined herein shall have the meanings therefor set forth in the
Credit Agreement as amended by this Amendment.
ARTICLE 2
AMENDMENTS
Section 2.1 AMENDED AND RESTATED DEFINITION. The following
definition set forth in SECTION 1.1 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:
" 'REQUIRED LENDERS' means, at any date of determination,
Lenders having in the aggregate at least 66 % (in dollar amount as
to any one or more of the following) of the sum of the aggregate
outstanding Revolving Credit Loans Commitments (or, if such
2
Commitments have terminated or expired, the aggregate outstanding
principal amount of the Revolving Credit Loans and the aggregate
Letter of Credit Liabilities)."
ARTICLE 3
MISCELLANEOUS
Section 3.1 RATIFICATION AND CONFIRMATION OF LIENS. The Borrower
hereby ratifies and confirms all of its indebtedness, liabilities and
obligations under, and all of its Liens granted pursuant to or evidenced
by, each of the Security Documents and other Loan Documents to which it
is a party.
Section 3.2 COSTS. The Borrower shall pay all reasonable fees,
costs and expenses incurred by the Agent and the Documentation Agent in
connection with the negotiation, preparation, execution and consummation
of this Amendment and the transactions contemplated hereby, including
without limitation the reasonable fees and expenses of counsel to the
Agent and the Documentation Agent.
Section 3.3 HEADINGS. The headings, captions and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.
Section 3.4 EFFECT OF THIS AMENDMENT. The Credit Agreement, as
amended by this Amendment, shall remain in full force and effect except
that any reference therein, or in any other Loan Document, to the Credit
Agreement shall be deemed to mean and refer to the Credit Agreement as
amended by this Amendment.
Section 3.5 COUNTERPARTS. This Amendment may be executed in one or
more counterparts, by means of facsimile or otherwise, each of which
shall be deemed an original, but all of which together shall constitute
one and the same Amendment.
SECTION 3.6 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES) AND APPLICABLE LAWS OF THE UNITED
STATES.
Section 3.7 NO ORAL AGREEMENTS. THE CREDIT AGREEMENT, AS AMENDED BY
THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENT THE
ENTIRE AGREEMENT BETWEEN AND AMONG THE PARTIES, AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN OR AMONG THE PARTIES.
3
IN WITNESS WHEREOF, the undersigned parties hereto have duly
executed this Amendment effective as of the day and year first above
written.
THE BORROWER:
PARACELSUS HEALTHCARE CORPORATION
By: /s/ Deborah H. Frankovich
Name: Deborah H. Frankovich
Title: Senior Vice President & Treasurer
THE AGENTS AND THE LENDERS:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Agent
By: /s/ David Price
Name: David Price
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Lender and as Issuing Bank
By: /s/ Edward S. Han
Name: Edward S. Han
Title: Vice President
By: /s/ Edward S. Han
Name: Edward S. Han
Title: Vice President
BANQUE PARIBAS, as Documentation Agent
and as a Lender
By: /s/ Glenn E. Mealey
Name: Glenn E. Mealey
Title: Vice President
By: /s/ Timothy A. Donnon
Name: Timothy A. Donnon
Title: Regional General Manager
4
NATIONSBANK OF TEXAS, N.A., as Managing
Agent and as a Lender
By: /s/ Brad W. DeSpain
Name: Brad W. DeSpain
Title: Senior Vice President
AMSOUTH OF ALABAMA
By: /s/ David Z. Blackstone
Name: David Z. Blackstone
Title: Senior Vice President
BANK OF NEW YORK
By: /s/ Lisa Y. Brown
Name: Lisa Y. Brown
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ A.T.D. Clarke
Name: A.T.D. Clarke
Title: Senior Manager
CREDIT LYONNAIS NEW YORK BRANCH,
as Co-Agent and as a Lender
By: /s/ Farboud Tavangar
Name: Farboud Tavangar
Title: First Vice President
CORESTATES BANK, N.A.
By: /s/ Anne D. Brehony
Name: Anne D. Brehony
Title: Vice President
FUJI BANK LIMITED
By: /s/ Philip C. Lauinger III
Name: Philip C. Lauinger III
Title: Vice President & Manager
5
FLEET NATIONAL BANK
By: /s/Ginger Stolzenthaler
Name: Ginger Stolzenthaler
Title: Senior Vice President
KEY BANK OF UTAH
By:/s/ Craig L. Haverlock
Name: Craig L Haverlock
Title: Vice President
THE LONG-TERM CREDIT
BANK OF JAPAN, LTD.
By: /s/ Koh Takemoto
Name: General Manager
Title:
MELLON BANK, N.A.
By: /s/ Ryan Busch
Name: Ryan Busch
Title: Assistant Vice President
PNC BANK, N.A.
By: /s/ Thomas J. McCool
Name: Thomas J. McCool
Title: Senior Vice President
TORONTO-DOMINION (TEXAS), INCORPORATED,
as Co-Agent and as a Lender
By: /s/ Neva Nesbitt
Name: Neva Nesbitt
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Lynn E. Vine
Name: Lynn E. Vine
Title: Vice President