1 EXHIBIT 4.6.1 FIRST AMENDMENT TO PARTICIPATION AGREEMENT THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT dated as of January 26, 1998 (the "Amendment") is by and among QUORUM ELF INC., a Delaware corporation (the "Lessee" or the "Construction...
1
EXHIBIT 4.6.1
FIRST AMENDMENT TO PARTICIPATION AGREEMENT
THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT dated as of January 26,
1998 (the "Amendment") is by and among QUORUM ELF INC., a Delaware corporation
(the "Lessee" or the "Construction Agent"); the various parties listed on the
signature pages hereto as guarantors (subject to the definition of Guarantors in
Appendix A to the Participation Agreement referenced below, individually, a
"Guarantor" and collectively, the "Guarantors"); FIRST SECURITY BANK, NATIONAL
ASSOCIATION, a national banking association, not individually (in its individual
capacity, the "Trust Company"), except as expressly stated herein, but solely as
the Owner Trustee under the Quorum Real Estate Trust 1997-1 (the "Owner
Trustee", the "Borrower" or the "Lessor"); the various banks and other lending
institutions listed on the signature pages hereto (subject to the definition of
Lenders in Appendix A to the Participation Agreement referenced below,
individually, a "Lender" and collectively, the "Lenders"); FIRST UNION NATIONAL
BANK, a national banking association, as the agent for the Lenders and
respecting the Security Documents, as the agent for the Lenders and the Holders,
to the extent of their interests (in such capacity, the "Agent"); and the
various banks and other lending institutions listed on the signature pages
hereto as holders of certificates issued with respect to the Quorum Real Estate
Trust 1997-1 (subject to the definition of Holders in Appendix A to the
Participation Agreement referenced below, individually, a "Holder" and
collectively, the "Holders"). Capitalized terms used in this Amendment but not
otherwise defined herein shall have the meanings set forth in Appendix A to the
Participation Agreement (hereinafter defined).
W I T N E S S E T H:
WHEREAS, the parties to this Amendment are parties to the Participation
Agreement dated as of November 26, 1997 (the "Participation Agreement");
WHEREAS, the parties to this Amendment wish to amend the definition of
"Unused Fee Payment Date" set forth in Appendix A to the Participation
Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. The definition of "Unused Fee Payment Date" in Appendix A to the
Participation Agreement is hereby amended and modified to read as follows:
"Unused Fee Payment Date" shall mean the last Business Day of
each February, May, August and November (commencing February 27, 1998)
and the last Business Day of the Commitment Period, or such earlier
date as the Commitments shall terminate as provided in the Credit
Agreement or the Holder Commitment shall terminate as provided in the
Trust Agreement.
2
2. Except as otherwise amended or modified pursuant to the terms of
this Amendment, all other terms, provisions, conditions, appendices, exhibits
and supplements to the Participation Agreement shall remain in full force and
effect.
3. Lessee hereby represents and warrants that as of the date of this
Amendment (i) all of the representations and warranties of the Credit Parties
contained in the Operative Agreements are true and correct in all material
respects and (ii) no Default or Event of Default exists and is continuing.
4. This Amendment may be executed in any number of counterparts, each
of which when executed and delivered shall be deemed to be an original and it
shall not be necessary in making proof of this Amendment to produce or account
for more than one such counterpart.
5. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NORTH CAROLINA.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
2
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives as of the date first above
written.
CONSTRUCTION AGENT
AND LESSEE:
QUORUM ELF, INC., a Delaware corporation
By:
Name:
Title:
GUARANTORS:
QUORUM HEALTH GROUP, INC.,
a Delaware corporation
CAROLINAS MEDICAL ALLIANCE, INC.,
a South Carolina corporation
CLINTON COUNTY HEALTH SYSTEM LLC,
a Delaware limited liability company
FRANKFORT HEALTH PARTNER, INC.,
an Indiana corporation
GADSDEN REGIONAL PRIMARY CARE, INC.,
an Alabama corporation
HOSPITAL MANAGEMENT PROFESSIONALS, INC.,
a Tennessee corporation
MIDDLE GEORGIA MOB, INC.,
a Georgia corporation
NC-CNH, INC.,
a Georgia corporation
NC-DSH, INC.,
a Nevada corporation
NC-MGH, INC.,
a Georgia corporation
NC-SCHI, INC.,
a Georgia corporation
(GUARANTORS CONTINUED ON NEXT PAGE)
3
4
NORTHSIDE MOB, INC.,
a Georgia corporation
NORTHSIDE VL, INC.,
a Georgia corporation
QHG OF ALABAMA, INC.,
an Alabama corporation
QHG OF BARBERTON, INC.,
an Ohio corporation
QHG OF CLINTON COUNTY, INC.,
an Indiana corporation
QHG OF ENTERPRISE, INC.,
an Alabama corporation
QHG OF XXXXXXX COUNTY, INC.,
a Mississippi corporation
QHG OF FORT XXXXX, INC.,
an Indiana corporation
QHG OF GADSDEN, INC.,
an Alabama corporation
QHG OF HATTIESBURG, INC.,
a Mississippi corporation
QHG OF INDIANA, INC.,
an Indiana corporation
QHG OF JACKSONVILLE, INC.,
an Alabama corporation
QHG OF LAKE CITY, INC.,
a South Carolina corporation
QHG OF MASSILLON, INC.,
an Ohio corporation
QHG OF OHIO, INC.,
an Ohio corporation
QHG OF SOUTH CAROLINA, INC.,
a South Carolina corporation
QHG OF SPARTANBURG, INC.,
a South Carolina corporation
QHR OF DELAWARE, INC.,
a Delaware corporation
(GUARANTORS CONTINUED ON NEXT PAGE)
4
5
QUORUM, INC.,
a Delaware corporation
QUORUM HEALTH GROUP OF VICKSBURG, INC.,
a Tennessee corporation
QUORUM HEALTH RESOURCES, INC.,
a Delaware corporation
QUORUM HEALTH SERVICES, INC.,
a Delaware corporation
SOFTWARE SALES CORP.,
a Tennessee corporation
XXXXXX HEALTH SYSTEM LLC,
a Delaware limited liability company
By:
Name: Xxxxx X. Xxxxx, Xx.
Title: Vice President of each
of the foregoing Guarantors
IOM HEALTH SYSTEM, L.P.,
By: QHG OF INDIANA, INC., an Indiana
corporation, as general
partner
By:
Name: Xxxxx X. Xxxxx, Xx.
Title: Vice President
(SIGNATURES CONTINUED ON NEXT PAGE)
5
6
OWNER TRUSTEE AND LESSOR:
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, not individually,
except as expressly stated herein,
but solely as the Owner Trustee
under the Quorum Real Estate
Trust 1997-1
By:
Name:
Title:
THE AGENT
AND LENDERS:
FIRST UNION NATIONAL BANK, as the Agent
and a Lender
By:
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Name:
Title:
(SIGNATURES CONTINUED ON NEXT PAGE)
6
7
FBTC LEASING CORP.
By:
Name:
Title:
ABN AMRO BANK, N.V.
By:
Name:
Title:
By:
Name:
Title:
AMSOUTH BANK
By:
Name:
Title:
7
8
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
Name:
Title:
SCOTIABANC INC.
By:
Name:
Title:
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By:
Name:
Title:
(SIGNATURES CONTINUED ON NEXT PAGE)
8
9
BANK ONE, N.A.
By:
Name:
Title:
BANQUE PARIBAS
By:
Name:
Title:
By:
Name:
Title:
CORESTATES BANK, N.A.
By:
Name:
Title:
9
10
MELLON BANK, N.A.
By:
Name:
Title:
(SIGNATURES CONTINUED ON NEXT PAGE)
10
11
KREDIETBANK N.V.
By:
Name:
Title:
By:
Name:
Title:
NATIONAL CITY BANK OF KENTUCKY
By:
Name:
Title:
THE SUMITOMO BANK, LIMITED
By:
Name:
Title:
11
12
THE SUMITOMO TRUST & BANKING CO., LTD.,
NEW YORK BRANCH
By:
Name:
Title:
SUNTRUST BANK, NASHVILLE, N.A.
By:
Name:
Title:
(SIGNATURES CONTINUED ON NEXT PAGE)
12
13
TORONTO DOMINION (TEXAS), INC.
By:
Name:
Title:
NATIONSBANK, N.A.
By:
Name:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:
Name:
Title:
By:
Name:
Title:
13
14
THE SANWA BANK, LIMITED
By:
Name:
Title:
FIRST AMERICAN NATIONAL BANK
By:
Name:
Title:
(SIGNATURES CONTINUED ON NEXT PAGE)
14
15
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By:
Name:
Title:
FLEET NATIONAL BANK
By:
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
Name:
Title:
15
16
LTCB TRUST COMPANY
By:
Name:
Title:
CITICORP USA, INC.
By:
Name:
Title:
(SIGNATURES CONTINUED ON NEXT PAGE)
16
17
HOLDERS:
FIRST UNION NATIONAL BANK
By:
Name:
Title:
SUNTRUST BANK, NASHVILLE, N.A.
By:
Name:
Title:
NATIONSBANK, N.A.
By:
Name:
Title:
FIRST AMERICAN NATIONAL BANK
By:
Name:
Title:
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By:
Name:
Title:
17
