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EXHIBIT 10.3
FIRST AMENDMENT
FIRST AMENDMENT (this "Amendment"), dated as of November 16,
1999, among IASIS HEALTHCARE CORPORATION, a Delaware corporation (the
"Borrower"), the lending institutions party to the Credit Agreement referred to
below from time to time (each a "Lender" and , collectively, the "Lenders"),
J.P. MORGAN SECURITIES INC. and THE BANK OF NOVA SCOTIA, as Co-Lead Arrangers
(in such capacity, each a "Co-Lead Arranger" and, collectively, the "Co-Lead
Arrangers") and Co-Book Runners, PARIBAS, as Documentation Agent (in such
capacity, the "Documentation Agent"), THE BANK OF NOVA SCOTIA, as Syndication
Agent (in such capacity, the "Syndication Agent") and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Administrative Agent (in such capacity, the
"Administrative Agent"). All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided such terms in the
Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Co-Lead Arrangers, the
Documentation Agent, the Syndication Agent and the Administrative Agent are
party to a Credit Agreement, dated as of October 15, 1999 (the "Credit
Agreement"); and
WHEREAS, the Borrower and the Lenders wish to provide the
amendment provided for herein;
NOW, THEREFORE, it is agreed:
1. The following new definition of "Supermajority Lenders" is
hereby inserted into Section 11 of the Credit Agreement in its appropriate
alphabetical position:
"Supermajority Lenders" of any Tranche of Term Loans
shall mean Non-Defaulting Lenders, the sum of whose outstanding Term
Loans under such Tranche represent an amount equal to or greater than
66-2/3% of the sum of all outstanding Term Loans of Non-Defaulting
Lenders under such Tranche.
2. Section 13.12(a) of the Credit Agreement is hereby amended
by (x) deleting the parenthetical set forth in clause (i) thereof and inserting
in lieu thereof:
"(except that any amendment or modification that is
not agreed to by each Lender directly affected thereby to the financial
definitions in this Agreement or to Section 13.07(a) shall not
constitute a reduction in the rate of interest or fees for purposes of
this clause (i), notwithstanding the fact that such amendment or
modification would otherwise actually result in such a reduction, so
long as the primary purpose (as determined in good faith by the
Borrower and the Administrative Agent) of the respective amendment or
modification was not to decrease the pricing pursuant to this
Agreement)"
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and (y) deleting the reference to "Majority Lenders" in each
place such reference appears in clause (z) thereof and inserting a reference to
"Supermajority Lenders" in lieu thereof.
3. The Borrower hereby represents and warrants that (i) no
Default or Event of Default exists as of the Amendment Effective Date (as
defined below) after giving effect to this Amendment and (ii) on the Amendment
Effective Date, both before and after giving effect to this Amendment, all
representations and warranties (other than those representations made as of a
specified date) contained in the Credit Agreement and in the other Credit
Documents are true and correct in all material respects.
4. This Amendment shall become effective on the date (the
"Amendment Effective Date") when each Lender and the Borrower shall have signed
a counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same to the
Administrative Agent at its Notice Office;
5. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
6. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
hereof.
IASIS HEALTHCARE CORPORATION
By: /s/ Frank Coyle
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Name: Frank Coyle
Title: Secretary
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, Individually
and as Administrative Agent
By: /s/ Colleen B. Galle
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Name: Colleen B. Galle
Title: Vice President
THE BANK OF NOVA SCOTIA, Individually, as
Syndication Agent and as Co-Lead
Arranger
By: /s/ W. E. Garrett
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Name: William E. Garrett
Title: Senior Relationship Manager
PARIBAS, Individually and as
Documentation Agent
By: /s/ Glenn E. Mealey
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Name: Glenn E. Mealey
Title: Managing Director
By: /s/ Larry Robinson
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Name: Larry Robinson
Title: Vice President
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Henry J. Reukauf
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Name: Henry J. Reukauf
Title: Vice President
FIRST DOMINION FUNDING I
By: /s/ Andrew H. Marshak
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Name: Andrew H. Marshak
Title: Authorized Signatory
FIRST DOMINION FUNDING II
By: /s/ Andrew H. Marshak
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Name: Andrew H. Marshak
Title: Authorized Signatory
FRANKLIN FLOATING RATE TRUST
By: /s/ Chauncey Lufkin
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Name: Chauncey Lufkin
Title: Vice President
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GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ John P. Crosby
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Name: John P. Crosby
Title: Duly Authorized Signatory
MAGNETITE ASSET INVESTORS, LLC
By: /s/ M. J. Williams
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Name: M. J. Williams
Title: Director
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