Exhibit 10(f) Amendment to Credit Agreement CONFORMED COPY AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT dated as of July 25, 1997 to the Credit Agreement dated as of January 30, 1997 (the "CREDIT AGREEMENT") among TENET 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 MORGAN 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) modify the definition of Consolidated EBITDA so that certain charges incurred by the Borrower in the third and fourth quarters of 1997 and certain non-cash and merger-related charges that may be incurred by the Borrower will be excluded in calculating the amount thereof, (ii) exclude the effect of certain charges incurred in the third and fourth quarters of 1997 on the Borrower's Consolidated Net Worth for purposes of compliance with the minimum Consolidated Net Worth covenant and (iii) permit the Borrower to prepay, defease or redeem certain Debt that is subordinated in right of payment to the Loans; 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. CONSOLIDATED EBITDA. The definition of "Consolidated EBITDA" in Section 1.01 of the Credit Agreement is amended to read as follows: "Consolidated EBITDA" means, for any period of four consecutive Fiscal Quarters, the sum of (i) the consolidated net income of the Borrower and its Subsidiaries for such period plus (ii) to the extent deducted in determining such consolidated net income, the sum of (A) interest expense, (B) income taxes, (C) depreciation and amortization expenses, (D) other non-cash charges (other than those non-cash charges that reflect a past expenditure of cash (such as prepaid expenses and other similar charges) or future expenditure of cash) and (E) merger-related charges, all determined on a Pro Forma Basis; PROVIDED that Consolidated EBITDA shall be calculated so as to exclude the effect of (w) any gain or loss that is classified as extraordinary in accordance with GAAP, (x) any gain or loss from any sale or other disposition of any Healthcare Facility, any Healthcare Business or any Equity Interest in any Person and (y) non-recurring charges recorded by the Borrower in the third and fourth Fiscal Quarters of 1997. SECTION 3. CONSOLIDATED NET WORTH. Section 5.10 of the Credit Agreement is amended to read as follows: Section 5.10. CONSOLIDATED NET WORTH. Consolidated Net Worth will at no time be less than the sum of (i) $2,750,000,000 PLUS (ii) 75% of the consolidated net income of the Borrower and its Subsidiaries for each Fiscal Quarter ended after November 30, 1996, if such consolidated net income for such Fiscal Quarter is positive (PROVIDED that, for any Fiscal Quarter when consolidated net income of the Borrower and its Subsidiaries was reduced as a result of a charge included in clause (iv), consolidated net income for such Fiscal Quarter shall be calculated to exclude the after-tax effect of such charge), PLUS (iii) 100% of the amount by which the consolidated stockholders' equity of the Borrower and its Subsidiaries is increased after November 30, 1996 as a result of any issuance or sale of Equity Interests by the Borrower (other than the issuance of common stock of the Borrower as consideration for the Acquisition), MINUS (iv) the amount of non-recurring charges (calculated on an after-tax basis) recorded by the Borrower in the third and fourth Fiscal Quarters of 1997. SECTION 4. 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 2 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, and (y) in addition to any subordinated Debt prepaid, defeased or repurchased pursuant to clause (x), 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 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 5. 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 6. GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 7. 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 8. 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. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. TENET HEALTHCARE CORPORATION By: /s/ T.P. McMullen --------------------------------------------- Title: Treasurer MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: /s/ Diana H. Imhof --------------------------------------------- Title: Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: /s/ Anthony L. Trunzo --------------------------------------------- Title: Vice President THE BANK OF NEW YORK By: /s/ Lisa Yee Brown --------------------------------------------- Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ Christopher Johnson --------------------------------------------- Title: Senior Relationship Manager 4 THE INDUSTRIAL BANK OF JAPAN, LIMITED, LOS ANGELES AGENCY By: /s/ Carl-Eric Benzinger --------------------------------------------- Title: Senior Vice President ABN AMRO BANK N.V. LOS ANGELES INTERNATIONAL BRANCH By: /s/ Paul K. Stimpfl --------------------------------------------- Title: Vice President By: /s/ Matthew S. Thomson --------------------------------------------- Title: Group Vice President/Director BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ Jeb Beckwith --------------------------------------------- Title: Vice President THE CHASE MANHATTAN BANK By: /s/ Dawn Lee Lum --------------------------------------------- Title: Vice President 5 DEUTSCHE BANK NEW YORK AND/OR CAYMAN ISLANDS BRANCHES By: /s/ Andreas Dirnagl --------------------------------------------- Title: Vice President By: /s/ Iain Stewart --------------------------------------------- Title: Vice Presidnet THE LONG-TERM CREDIT BANK OF JAPAN, LTD. By: /s/ T. Morgan Edwards --------------------------------------------- Title: Deputy General Manager NATIONSBANK OF TEXAS, N.A. By: /s/ Elizabeth C. Gould --------------------------------------------- Title: Vice President PNC BANK, N.A. By: /s/ Karin M. George --------------------------------------------- Title: Vice President 6 THE SANWA BANK LIMITED, DALLAS AGENCY By: /s/ Toru Sakamuro --------------------------------------------- Title: Vice President SOCIETE GENERALE By: /s/ J. Staley Stewart --------------------------------------------- Title: Vice President THE SUMITOMO BANK, LIMITED By: /s/ Goro Hirai --------------------------------------------- Title: Joint General Manager TORONTO DOMINION (TEXAS), INC. By: /s/ Darlene Riedel --------------------------------------------- Title: Vice President WACHOVIA BANK OF GEORGIA, N.A. By: /s/ T. Ashby Watts, IV --------------------------------------------- Title: Vice President 7 COMMERZBANK AG LOS ANGELES BRANCH By: /s/ John Korthuis --------------------------------------------- Title: Vice President By: /s/ Carl Kemmerer --------------------------------------------- Title: Assistant Treasurer CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Farboud Tavangar --------------------------------------------- Title: First Vice President THE DAI-ICHI KANGYO BANK, LTD. LOS ANGELES AGENCY By: /s/ Masatsugu Morishita --------------------------------------------- Title: Senior Vice President & Joint General Manager THE FUJI BANK, LIMITED By: /s/ N. Umemura --------------------------------------------- Title: Joint General Manager 8 KREDIETBANK N.V. By: /s/ Robert Snauffer --------------------------------------------- Title: Vice President By: /s/ Todd R. Angus --------------------------------------------- Title: Vice President BANK OF MONTREAL By: /s/ Peter W. Steelman --------------------------------------------- Title: Director BANQUE PARIBAS By: /s/ Sean T. Conlon --------------------------------------------- Title: Vice President By: /s/ Stanley P. Berkman --------------------------------------------- Title: General Manager CORESTATES BANK, N.A. By: /s/ Deirdre L. McAleer --------------------------------------------- Title: Vice President and Team Leader 9 CREDIT SUISSE FIRST BOSTON By: /s/ David J. Worthington --------------------------------------------- Title: Managing Director By: /s/ Mark A. Swanson --------------------------------------------- Title: Vice President SUMITOMO BANK OF CALIFORNIA By: /s/ Shuji Ito --------------------------------------------- Title: Vice President THE ROYAL BANK OF SCOTLAND plc By: /s/ D. Dougan --------------------------------------------- Title: Vice President HIBERNIA NATIONAL BANK By: /s/ Christopher B. Pitre --------------------------------------------- Title: Assistant Vice President THE SUMITOMO TRUST & BANKING COMPANY LTD. NEW YORK BRANCH By: /s/ Suraj P. Bhatia --------------------------------------------- Title: Senior Vice President, Manager Corporate Finance Department 10 BANQUE FRANCAISE DU COMMERCE EXTERIEUR By: /s/ Daniel Touffu --------------------------------------------- Title: First VP and Regional Manager By: /s/ Iain A. Whyte --------------------------------------------- Title: Vice President BHF-BANK AKTIENGESELLSCHAFT By: /s/ Dan Dobrjanskyj --------------------------------------------- Title: Assistant Vice President By: /s/ John D. Sykes --------------------------------------------- Title: Assistant Vice President MICHIGAN NATIONAL BANK By: /s/ Draga B. Palincas --------------------------------------------- Title: Vice President/Relationship Manager THE TOYO TRUST & BANKING CO., Ltd. By: /s/ Kenji Fujikawa --------------------------------------------- Title: General Manager 11 THE TOKAI BANK LIMITED, LOS ANGELES AGENCY By: /s/ Kosuke Furukawa --------------------------------------------- Title: Joint General Manager UNITED STATES NATIONAL BANK OF OREGON By: /s/ Dale Parshall --------------------------------------------- Title: Vice President 12