EXHIBIT 4.5
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT NO. 3 dated as of November 27, 1995 to the Credit Agreement
dated as of September 11, 1995 among Vencor, Inc., the other Borrowers referred
to therein and the Banks, Co-Agents, LC Issuing Banks and Agents referred to
therein, as heretofore amended (the "Credit Agreement").
WHEREAS terms defined in the Credit Agreement have the same respective
meanings when used herein;
WHEREAS Vencor desires to (i) purchase shares of its own common stock
and/or (ii) purchase securities of Tenet Healthcare Corporation convertible into
or exchangeable for shares of Vencor's common stock; and
WHEREAS Vencor has asked the Banks to amend Section 5.11 of the Credit
Agreement to permit Vencor to make the foregoing purchases for an aggregate
purchase price up to $50,000,000 without restricting Vencor's ability to make
any other Restricted Payments;
NOW, THEREFORE, the undersigned parties hereto agree as follows:
SECTION 1. Restricted Payments. Section 5.11 of the Credit Agreement
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is amended as follows:
1. Clause (d) of Section 5.11 is redesignated as clause (e) and the
word "and" at the end of clause (c) is deleted.
2. The following new clause (d) is added to Section 5.11 immediately
after clause (c):
(d) payments after November 27, 1995 to (i) purchase common stock of
Vencor and/or (ii) purchase securities of Tenet Healthcare Corporation
convertible into or exchangeable for common stock of Vencor; provided that
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the aggregate purchase price for all such common stock and securities
purchased pursuant to this clause (d) shall not exceed $50,000,000; and
3. The reference in the proviso at the end of Section 5.11 to "clause
(c) or (d)" is changed to "clause (c), (d) or (e)".
4. The first page of the exhibit entitled "Calculation of Compliance
with Financial Covenants" included in Exhibit E to the Credit Agreement is
deleted and replaced by the first page of such exhibit attached hereto.
SECTION 2. Transactions with Affiliates. The undersigned parties
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hereby waive compliance with the provisions of Section 5.13 of the Credit
Agreement to the extent (and only to the extent) required to permit Vencor to
purchase directly from Tenet Healthcare Corporation any or all of the securities
convertible into or exchangeable for Vencor's common stock permitted to be
purchased pursuant to Section 5.11(d) of the Credit Agreement as amended hereby.
SECTION 3. Rights Otherwise Unaffected. This Amendment is limited
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to the matters expressly set forth herein. Except to the extent specifically
amended or waived hereby, all terms of the Credit Agreement shall remain in full
force and effect.
SECTION 4. Governing Law. This Amendment shall be governed by and
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construed in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Amendment may be signed in any number
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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 6. Effectiveness. This Amendment shall become effective
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when the Documentation Agent shall have received from each of the Required Banks
and each of the Borrowers either a counterpart hereof signed by such party or
telegraphic, telex or other written confirmation from such party that it has
signed a counterpart hereof.
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment
to be duly executed as of the date first above written.
BORROWERS
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VENCOR, INC.
By: /s/ Robert K. Schneider
--------------------------------
Name: Robert K. Schneider
Title: Treasurer
FIRST HEALTHCARE CORPORATION
By: /s/ Robert K. Schneider
--------------------------------
Name: Robert K. Schneider
Title: Treasurer
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NORTHWEST HEALTH CARE, INC.
By: /s/ Robert K. Schneider
--------------------------------
Name: Robert K. Schneider
Title: Treasurer
MEDISAVE PHARMACIES, INC.
By: /s/ Robert K. Schneider
--------------------------------
Name: Robert K. Schneider
Title: Treasurer
HILLHAVEN PROPERTIES, LTD.
By: /s/ Robert K. Schneider
--------------------------------
Name: Robert K. Schneider
Title: Treasurer
HILLHAVEN OF CENTRAL FLORIDA, INC.
By: /s/ Robert K. Schneider
--------------------------------
Name: Robert K. Schneider
Title: Treasurer
NATIONWIDE CARE, INC.
By: /s/ Robert K. Schneider
--------------------------------
Name: Robert K. Schneider
Title: Treasurer
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BANKS
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Ruth Z. Edwards
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Name: Ruth Z. Edwards
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Douglas Ober
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Name: Douglas Ober
Title: Vice President
CHEMICAL BANK
By: /s/ Peter C. Eckstein
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Name: Peter C. Eckstein
Title: Vice President
CREDIT SUISSE
By: /s/ Harry R. Olsen
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Name: Harry R. Olsen
Title: Member of Senior Management
By: /s/ Kristinn R. Kristinsson
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Name: Kristinn R. Kristinsson
Title: Associate
MELLON BANK, N.A.
By: /s/ Marsha Wicker
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Name: Marsha Wicker
Title: Vice President
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PNC BANK, KENTUCKY, INC.
By: /s/ Todd D. Munson
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Name: Todd D. Munson
Title: Vice President
TORONTO-DOMINION (TEXAS), INC.
By: /s/ Lisa Allison
--------------------------------
Name: Lisa Allison
Title: Vice President
WACHOVIA BANK OF NORTH CAROLINA,
N.A.
By: /s/ Robert G. Brookby
--------------------------------
Name: Robert G. Brookby
Title: Executive Vice President
BANK OF LOUISVILLE AND TRUST
COMPANY
By: /s/ Roy L. Johnson, Jr.
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Name: Roy L. Johnson, Jr.
Title: Senior Vice President
BANK ONE, COLUMBUS, NA
By: /s/ James Zook
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Name: James Zook
Title: Vice President
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FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By: /s/ Joseph H. Towell
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Name: Joseph H. Towell
Title: Senior Vice President
FLEET BANK OF MASSACHUSETTS
By: /s/ Ginger Stolzenthaler
--------------------------------
Name: Ginger Stolzenthaler
Title: Vice President
LTCB TRUST COMPANY
By: /s/ Rene O. LeBlanc
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Name: Rene O. LeBlanc
Title: Senior Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Diana H. Imhof
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Name: Diana H. Imhof
Title: Vice President
NATIONAL CITY BANK, KENTUCKY
By: /s/ Deroy Scott
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Name: Deroy Scott
Title: Vice President
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NATIONSBANK, N. A.
By: /s/ Ashley M. Crabtree
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Name: Ashley M. Crabtree
Title: Vice President
NBD BANK
By: /s/ Randall K. Stephens
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Name: Randall K. Stephens
Title: Vice President
U.S. BANK OF WASHINGTON NATIONAL
ASSOCIATION
By: /s/ Arnold J. Conrad
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Name: Arnold J. Conrad
Title: Vice President
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CALCULATION OF COMPLIANCE WITH FINANCIAL COVENANTS
(Dollars in Thousands)
[Date]
RESTRICTED PAYMENTS [Section 5.11]
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Restricted Payments Made Pursuant to Section 5.11(d):
Cumulative amount in prior periods $___________
Current fiscal quarter $___________
Total cumulative amount $___________
Restricted Payments Allowed
Pursuant to Section 5.11(d): $50,000,000
Restricted Payments Made
Pursuant to Section 5.11(e):
Cumulative amount in prior periods $___________
Current fiscal quarter $___________
Total cumulative amount $___________
Restricted Payments Allowed
Pursuant to Section 5.11(e):
Base amount $20,000,000
10% of cumulative Consolidated
Net Income from October 1, 1995 $___________
Net cash proceeds of common stock
sold after Closing Date $___________
Total allowable amount $___________
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