1
Exhibit 4.2
________________________________________________________________________________
ORNDA HEALTHCORP
SUMMIT HEALTH LTD.
AND
U.S. TRUST COMPANY OF TEXAS, N.A.
Trustee
_________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of April 19, 1994
_________________
Supplemental to Indenture dated as of May 15, 1992 between
OrNda HealthCorp and U.S. Trust Company of Texas, N.A., as Trustee, relating to
OrNda HealthCorp's $400,000,000 principal amount of 12-1/4% Senior Subordinated
Notes due 2002
________________________________________________________________________________
2
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of April 19, 1994,
among, ORNDA HEALTHCORP, a corporation duly organized and existing under the
laws of the State of Delaware (the "Issuer"), SUMMIT HEALTH LTD., a corporation
duly organized and existing under the laws of the State of California (the
"Co-Obligor") and U.S. TRUST COMPANY OF TEXAS, N.A., a national banking
association duly organized and existing under the laws of the United States
(the "Trustee"), as Trustee under the Indenture hereinafter mentioned.
WITNESSETH
WHEREAS, the Issuer heretofore executed and delivered to the
Trustee an Indenture dated as of May 15, 1992 (the "Indenture"), providing for
the issuance of $400,000,000 principal amount of the Issuer's 12-1/4% Senior
Subordinated Notes due 2002 (the "Securities");
WHEREAS, Section 10.01 of the Indenture, "Supplemental
Indentures Without Consent of Holders", provides that provisions of the
Indenture may be amended or supplemented without the consent of the Holders
with respect to certain matters therein identified;
WHEREAS, the Co-Obligor desires in and by the First
Supplemental Indenture to expressly assume with the Issuer the obligation to
pay the principal and interest on the Securities;
WHEREAS, all conditions necessary to authorize the execution
and delivery of this First Supplemental Indenture and to make this First
Supplemental Indenture valid and binding have been complied with or have been
done or performed;
NOW, THEREFORE, in consideration of the above premises, and in
order to comply with the terms of Section 10.01(d) of the Indenture, the Issuer
covenants with the Trustee as follows:
3
ARTICLE ONE
DEFINITIONS
Section 1.01. For all purposes of the Indenture and this
First Supplemental Indenture, except as otherwise expressly provided or unless
the context otherwise requires:
(a) the words "herein", "hereof" and "hereunder"
and other words of similar import refer to the Indenture and this First
Supplemental Indenture as a whole and not to any particular Article, Section or
subdivision; and
(b) capitalized terms used but not defined herein
shall have the meanings assigned to them in the Indenture.
ARTICLE TWO
AMENDMENTS
Section 2.01. Section 1.01 of the Indenture is hereby
amended to include the definition of "Co-Obligor" which will follow the
definition of "Consolidated Tax Expense" and will state:
""Co-Obligor" means Summit Health Ltd., a corporation duly
organized under the laws of the State of California."
Section 2.02. The definition of Senior Debt in Section 101
of the Indenture shall be amended by adding the following sentence at the end
thereof:
"For the purpose of determining the obligations of the
Co-Obligor to make payments with respect to the Securities and the
relative rights of any holder of Senior Debt and any holder of a
Security against the Co-Obligor and for no other purpose, each
reference to "Issuer" in the definition of "Senior Debt" contained in
this Indenture shall be deemed to be a reference to "Co-Obligor" and
each reference to "Senior Debt" in any provision in this Indenture or
in any Security shall be deemed to be a reference to such definition
as so modified."
2
4
Section 2.03. Section 4.01 of the Indenture is hereby
amended to read, in its entirety, the following:
"Section 4.01. Payment of Securities. The Issuer or the
Co-Obligor shall pay the principal of and interest on the Securities
on the dates and in the manner provided in the Securities. An
installment of principal or interest shall be considered paid on the
due date if the Trustee or Paying Agent (other than the Issuer, the
Co- Obligor,any Subsidiary of the Issuer or the Co-Obligor, or any
Affiliate of any thereof) holds on that date money, in immediately
available funds, deposited for and sufficient to pay the installment.
The Issuer or the Co-Obligor shall pay interest on overdue
principal at the rate borne by the Securities and they shall pay
interest on overdue installments of interest at the same rate, to the
extent lawful.
The obligations of each of the Issuer and the Co-Obligor under
this Section shall to be joint and several."
Section 2.04. Section 9.01 of the Indenture shall be amended
by adding the following new paragraph at the end thereof:
"Co-Obligor agrees to be bound by and comply with the terms
and conditions of this Article Nine as if each reference to "Issuer"
in this Article Nine were a reference to "Co-Obligor"."
ARTICLE THREE
MISCELLANEOUS
Section 3.01. All of the terms and conditions of the
Indenture shall remain in full force and effect.
Section 3.02. The Trustee accepts the modification of the
Indenture effected by this First Supplemental Indenture, but only upon the
terms and conditions set forth in the Indenture. Without limiting the
generality of the foregoing, the Trustee assumes no responsibility for the
correctness of the recitals
3
5
herein contained, which shall be taken as the statements of the Issuer. The
Trustee makes no representation and shall have no responsibility as to the
validity of this First Supplemental Indenture.
Section 3.03. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remaining provisions of this First
Supplemental Indenture or of the Indenture shall not in any way be affected or
impaired thereby.
Section 3.04. This First Supplemental Indenture shall be
deemed to be a contract made under the laws of the State of New York and for
all purposes shall be governed by and construed in accordance with the laws of
the State of New York without regard to principles of conflicts of laws.
Section 3.05. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but such counterparts shall together constitute but
one and the same instrument.
4
6
IN WITNESS WHEREOF, the Issuer, the Co-Obligor and the Trustee
have caused their names to be signed hereto by their respective officers
thereunder duly authorized and their respective corporate seals, duly attested,
to be hereunto duly affixed, all as of the day and the year first above
written.
ORNDA HEALTHCORP
[SEAL] By: /s/ Keith B. Pitts
---------------------------------
Name: Keith B. Pitts
Title: Executive VP & CFO
Attest:
/s/ James H. Johnson
- --------------------------------------------
SUMMIT HEALTH LTD.
[SEAL] By: /s/ Keith B. Pitts
---------------------------------
Name: Keith B. Pitts
Title: Executive VP & CFO
Attest:
/s/ James H. Johnson
- --------------------------------------------
U.S. TRUST COMPANY OF TEXAS, N.A.
[SEAL] By: /s/ Gerard F. Facendola
--------------------------------
Name: Gerard F. Facendola
Title: Vice President
Attest:
/s/ Joe Stith
- --------------------------------------------
5
7
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the 19th day of April, 1994, before me personally came
Keith B. Pitts
____________________________________________, to me known, who, being duly
Executive VP & CEO
sworn, did depose and say that he is the____________________________ of ORNDA
HEALTHCORP, one of the corporations described in and which executed the
foregoing instrument; that the seal affixed to said instrument is such
corporate seal; that is was so affixed by the authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
/s/ Daniel Weisberg
______________________________________
Daniel Weisberg
Notary Public, State of New York
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the 19th day of April, 1994, before me personally came
Keith B. Pitts
_______________________________________________, to me known, who, being duly
Executive VP & CFO
sworn, did depose and say that he is the _________________________ of SUMMIT
HEALTH LTD., one of the corporations describe in and which executed the
foregoing instrument; that the seal affixed to said instrument is such
corporate seal; that is was so affixed by the authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
/s/ Daniel Weisberg
______________________________________
Daniel Weisberg
Notary Public, State of New York
6
8
STATE OF TEXAS )
ss.:
COUNTY OF DALLAS )
On the 13th day of April, 1994, before me personally came
GERALD F. FACENDOCA, to me known, who, being duly sworn, did depose and say
that he is the VICE PRESIDENT of U.S. TRUST COMPANY OF TEXAS, N.A., one of the
corporations describe in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that is was so affixed by the authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
/s/ A. M. Hayes
----------------
(SEAL) A. M. HAYES
NOTARY PUBLIC
State of Texas
Comm. Exp. 12-31-97
7