{"id":41315,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/short-term-credit-agreement-healthsouth-corp-and-nationsbank.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"short-term-credit-agreement-healthsouth-corp-and-nationsbank","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/short-term-credit-agreement-healthsouth-corp-and-nationsbank.html","title":{"rendered":"Short Term Credit Agreement &#8211; HealthSouth Corp. and NationsBank NA"},"content":{"rendered":"<pre>\n                            AMENDMENT AGREEMENT NO. 1\n                         TO SHORT TERM CREDIT AGREEMENT\n\n         THIS  AMENDMENT  AGREEMENT  (this  'Amendment  Agreement')  is made and\nentered into as of this 17th day of  February,  1999,  by and among  HEALTHSOUTH\nCORPORATION, a Delaware corporation (herein called the 'Borrower'),  NATIONSBANK\nN. A. (the 'Agent'), as Agent for the lenders (the 'Lenders') party to the Short\nTerm Credit Agreement dated September 28, 1998,  among the Lender,  Borrower and\nthe Agent (the 'Agreement') and the Lender whose name is subscribed hereto.\n\n                              W I T N E S S E T H:\n\n         WHEREAS,  the Borrower,  the Agent and the Lender have entered into the\nAgreement  pursuant to which the Lender has agreed to make short term  revolving\nloans to the Borrower in the aggregate principal amount of up to $500,000,000 as\nevidenced  by the Notes (as defined in the  Agreement)  and to issue  Letters of\nCredit for the benefit of the Borrower; and\n\n         WHEREAS,  the Borrower has  requested  that the Agreement be amended by\nextending the Stated  Termination  Date and the Agent and the Lender has agreed,\nsubject to the terms and conditions hereof, to make such amendment,  as provided\nherein;\n\n         NOW, THEREFORE,  the Borrower, the Agent and the Lender do hereby agree\nas follows:\n\n         1.  Definitions.  The term  'Agreement'  as used herein and in the Loan\nDocuments (as defined in the Agreement)  shall mean the Agreement as hereinafter\namended and  modified.  Unless the context  otherwise  requires,  all terms used\nherein without  definition  shall have the definition  provided  therefor in the\nAgreement.\n\n         2. Amendment. Subject to the conditions set forth herein, the Agreement\nis hereby amended, effective as of the date hereof, as follows:\n\n                  (a)  The  following   definitions  are  hereby  inserted  into\n                       Section 1.1:\n\n                           'Debt   Offering'   means  the   incurrence   of  any\n                  Indebtedness  for  Money  Borrowed   permitted   hereunder  in\n                  connection with a public offering or private placement of debt\n                  securities of the Borrower.\n\n                           'Net  Proceeds'  means cash payments  received by the\n                  Borrower from any Debt Offering as and when  received,  net of\n                  all  legal,  accounting,  banking  and  underwriting  fees and\n                  expenses,  commissions,  discounts and other issuance expenses\n                  incurred in connection  therewith and all taxes required to be\n                  paid or accrued as a consequence of such Debt Offering.\n\n\n                                        1\n\n                  (b) The  following  definitions  are  hereby  amended in their\n         entirety so that as amended they read as follows:\n\n                           'Stated  Termination Date' means the earlier to occur\n                  of (i) February 16, 2000 and (ii) the date when cumulative Net\n                  Proceeds from Debt  Offerings  over the life of the Short Term\n                  Credit Facility equals $500,000,000.\n\n                           'Total   Short  Term  Credit   Commitment'   means  a\n                  principal  amount equal to the difference of (a)  $500,000,000\n                  less (b) any amount  required  to be paid  pursuant to Section\n                  2.3(b) hereof.\n\n                  (c) The letter  '(a)'  shall be inserted in front of the first\n         paragraph of Section 2.3 and a new Section 2.3(b) is hereby inserted at\n         the end of Section 2.3 to read as follows:\n\n                           '(b) The Borrower  shall make a  prepayment  from the\n                  Net  Proceeds of any Debt  Offering in an amount  equal to one\n                  hundred  percent  (100%)  of  such  Net  Proceeds.  Each  such\n                  prepayment  shall  permanently  reduce  the Total  Short  Term\n                  Credit  Commitment  and shall be made within five (5) business\n                  days of  receipt of such Net  Proceeds  and upon not less than\n                  five (5) business  days written  notice to the Agent and shall\n                  include a certificate of an Authorized  Representative setting\n                  forth  in  reasonable  detail  the  calculations  utilized  in\n                  computing the amount of Net Proceeds.'\n\n         3.  Representations and Warranties.  The Borrower hereby represents and\nwarrants that:\n\n                  (a) The  representations  and  warranties  made by Borrower in\n         Article VI of the Agreement are true on and as of the date hereof;\n\n                  (b)  There  has  been  no  material   adverse  change  in  the\n         condition, financial or otherwise, of the Borrower and its Consolidated\n         Entities  since the date of the most  recent  financial  reports of the\n         Borrower  received by each Lender under  Section 7.1 of the  Agreement,\n         other than  changes in the ordinary  course of business,  none of which\n         has had a Material Adverse Effect;\n\n                  (c)  The  business  and  properties  of the  Borrower  and its\n         Consolidated  Entities are not and have not been adversely  affected in\n         any substantial way as the result of any fire,  explosion,  earthquake,\n         accident,  strike,  lockout,  combination of workers,  flood,  embargo,\n         riot,  activities  of armed  forces,  war or acts of God or the  public\n         enemy, or cancellation or loss of any major contracts; and\n\n\n                                        2\n\n\n                  (d) No event has occurred and no condition exists which,  upon\n         the consummation of the transaction contemplated hereby,  constitutes a\n         Default or an Event of Default  on the part of the  Borrower  under the\n         Agreement,  the Notes or any other Loan Document either  immediately or\n         with the lapse of time or the giving of notice, or both.\n\n         5. Conditions. This Amendment Agreement shall become effective upon the\nBorrower delivering to the Agent of the following:\n\n                  (a) Four (4)  counterparts  of this  Amendment  Agreement duly\n         executed  by the  Borrower  and  receipt  by the  Agent of all fees and\n         expenses due in connection with this Amendment Agreement; and\n\n                  (b) Such  other  documents  and  instruments  as the Agent may\n         reasonably require.\n\n         6. Entire  Agreement.  This  Amendment  Agreement sets forth the entire\nunderstanding  and  agreement  of the parties  hereto in relation to the subject\nmatter hereof and supersedes  any prior  negotiations  and agreements  among the\nparties relative to such subject matter. No promise, conditions,  representation\nor  warranty,  express or  implied,  not  herein set forth  shall bind any party\nhereto,  and no  one  of  them  has  relied  on  any  such  promise,  condition,\nrepresentation or warranty. Each of the parties hereto acknowledges that, except\nas in this Amendment  Agreement  otherwise expressly stated, no representations,\nwarranties or commitments, express or implied, have been made by any other party\nto the other. None of the terms or conditions of this Amendment Agreement may be\nchanged, modified, waived or canceled orally or otherwise, except by writing, in\nthe manner  provided in the  Agreement,  specifying  such change,  modification,\nwaiver or  cancellation  of such terms or  conditions,  or of any  proceeding or\nsucceeding breach thereof.\n\n         7. Full Force and Effect of  Agreement.  Except as hereby  specifically\namended,  modified  or  supplemented,  the  Agreement  and all of the other Loan\nDocuments are hereby  confirmed and ratified in all respects and shall remain in\nfull force and effect according to their respective terms.\n\n                  [Remainder of page intentionally left blank.]\n\n\n                                        3\n\n\n         IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  Amendment\nAgreement to be duly executed by their duly authorized  officers,  all as of the\nday and year first above written.\n\n                                      BORROWER:\n\n                                      HEALTHSOUTH CORPORATION\n\n                                      By: \/s\/ Leif Murphy\n                                          -----------------------\n                                      Name:  Leif Murphy\n                                             --------------------\n                                      Title: V.P. Finance\n                                             ----------------------\n\n\n\n                                      NATIONSBANK, N. A.,\n                                      as Agent for the Lenders\n\n                                      By: \/s\/ Philip Durand\n                                          -----------------------\n                                      Name: Philip S. Durand\n                                             --------------------\n                                      Title: V.P.\n                                             --------------------\n\n\n\n                                      NATIONSBANK, N. A.,\n                                      as sole Lender\n\n                                      By: \/s\/ Philip Durand\n                                          -----------------------\n                                      Name: Philip S. Durand\n                                             --------------------\n                                      Title: V.P.\n                                             --------------------\n\n                                        4\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,7751],"corporate_contracts_industries":[9415,9438],"corporate_contracts_types":[9561,9560],"class_list":["post-41315","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-health__misc","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41315","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41315"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41315"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41315"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41315"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}