Exhibit 10(a)


 


AMENDMENT NO. 2 TO CREDIT AGREEMENT


 


AMENDMENT
dated as of February 28, 2003 to the Five-Year Credit Agreement dated as of
March 1, 2001 (the “Credit Agreement”)
among TENET HEALTHCARE CORPORATION (the “Borrower”),
the LENDERS, MANAGING AGENTS and CO-AGENTS party thereto, the SWINGLINE BANK
party thereto, THE BANK OF NEW YORK, THE BANK OF NOVA SCOTIA and SALOMON SMITH
BARNEY INC., as Documentation Agents, BANK OF AMERICA, N.A., as Syndication
Agent, and JPMORGAN CHASE BANK, F/K/A MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Administrative Agent (the “Administrative
Agent”).


 


W I T N E S S E T H :


 


WHEREAS, the
parties hereto desire to amend the Credit Agreement to (i) change the
conditions to borrowings and issuances or extensions of letters of credit as
they relate to material adverse changes in the business of the Borrower and its
Subsidiaries; (ii) reduce the maximum allowable Leverage Ratio of the Borrower
and its Subsidiaries; and (iii) replace the Pricing Schedule attached to the
Credit Agreement;


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


Section 1.  Defined Terms; References.  Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement.  Each reference to “hereof”, “hereunder”,
“herein” an “hereby” and each other similar reference and each reference to
“this Agreement” and each other similar reference contained in the Credit Agreement
shall, after this Amendment becomes effective, refer to the Credit Agreement as
amended hereby.


 


Section 2.  Amendment
Of The Credit Agreement.  (a)  Section 3.03
of the Credit Agreement is amended by inserting a new clause 3.03(f) to read as
follows:  “(f) the Required Lenders have
not provided notice to the Administrative Agent that, in their good faith
determination, there has been a material adverse change since November 30, 2000
in the business, operations, properties, financial condition or prospects of
the Borrower and its Subsidiaries, considered as a whole”.


 


(b)           Section 4.04 is amended by
deleting clause (c) in its entirety.


 


(c)           Section 5.09 of the Credit
Agreement is amended by replacing the number “3.50” with “2.50”.


 

















 


(d)           The Pricing Schedule attached to the
Credit Agreement is amended by replacing it with the Pricing Schedule attached
hereto.  The retention in the Pricing
Schedule of Pricing Levels based on a Leverage Ratio in excess of 2.50 is
without prejudice to the rights of the Lending Parties in respect of the Event of
Default which would exist in those circumstances under the Credit Agreement as
amended hereby.


 


Section 3.  Representations Of Borrower.  The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set
forth in Article 4 of the Credit Agreement will be true on and as of the
Amendment Effective Date and (ii) no Default will have occurred and be
continuing on such date.


 


Section 4.  Governing Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.


 


Section 5.  Counterparts.  This Amendment may be signed in any number 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 on the date (the
“Amendment Effective Date”) when the Administrative Agent shall have received
from each of the Borrower and Lenders comprising the Required Lenders a
counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Administrative Agent) that such party
has signed a counterpart hereof.


 


2

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above
written.


 


	
   

  	
  TENET
  HEALTHCARE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  D. Farber

  	
   

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jim Ely
  III

  	
   

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin
  Wagley

  	
   

  
	
   

  	
   

  	
  Title:
  Principal

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF
  NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon A.
  Burckin

  	
   

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Brooks
  Hubbard

  	
   

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FLEET
  NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Maryann
  S. Smith

  	
   

  
	
   

  	
   

  	
  Title:
  Director

  



 

















 


	
   

  	
  THE BANK OF
  NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rebecca
  K. Levine

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITICORP
  USA, INC.

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE FIRST BOSTON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher Lally

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jennifer
  A. Pieza

  	
   

  
	
   

  	
   

  	
  Title:
  Associate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUMITOMO
  MITSUI BANKING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Al
  Galluzzo

  	
   

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UBS AG,
  STAMFORD BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wilfred
  V. Saint

  	
   

  
	
   

  	
   

  	
  Title:
  Associate Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony
  N. Joseph

  	
   

  
	
   

  	
   

  	
  Title:
  Associate Director

  
					



 

















 


	
   

  	
  UFJ BANK
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steve
  Yamada

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  MERRILL
  LYNCH CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MIZUHO
  CORPORATE BANK, LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CREDIT
  LYONNAIS NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  Heideieck

  	
   

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC BANK,
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy
  J. Hornickle

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
					



 

















 


	
   

  	
  KBC BANK
  N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christian Stein III

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brock
  Harris

  	
   

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUA NAN
  COMMERCIAL BANK, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  NATIONAL
  CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roderic
  M. Brown

  	
   

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOUTHTRUST
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  PB CAPITAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Chritopher J. Ruzzi

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew
  L. Shipman

  	
   

  
	
   

  	
   

  	
  Title:
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLIED IRISH
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony
  O’Reilly

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hilary
  Patterson

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHINATRUST
  COMMERCIAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Colleen
  M. Murphy

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMMERCEBANK,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George
  H. Bermudez

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  



 

















 


	
   

  	
  TORONTO
  DOMINION (TEXAS), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A.
  Baird

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK LEUMI
  USA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joung
  Hee Hong

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  HIBERNIA
  NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laura
  Watts

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MORGAN
  STANLEY BANK

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BANK OF
  IRELAND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MALAYAN
  BANKING BERHAD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wan
  Fadzmi Othman

  	
   

  
	
   

  	
   

  	
  Title:
  General Manager

  
	
   

  	
   

  
	
   

  	
  VAN KAMPEN
  PRIME RATE INCOME TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
					



 

















 


PRICING SCHEDULE


 


The “Facility Fee Rate” and “Euro-Dollar Margin” for any day are
the respective rates per annum set forth below in the applicable row under the
column corresponding to the Pricing Level and Utilization that apply on such
day:


 


	
  Pricing Level

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level

  IV

  	
   

  	
  Level V

  	
   

  	
  Level VI

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facility
  Fee Rate:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Utilization > 40%

  	
   

  	
  0.500
  

  	
  %

  	
  0.500
  

  	
  %

  	
  0.500
  

  	
  %

  	
  0.500
  

  	
  %

  	
  0.500

  	
  %

  	
  0.500

  	
  %

  
	
  Utilization < 40%

  	
   

  	
  0.500

  	
  %

  	
  0.500

  	
  %

  	
  0.500

  	
  %

  	
  0.500

  	
  %

  	
  0.500

  	
  %

  	
  0.575

  	
  %

  
	
  Euro-Dollar Margin:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Utilization > 40%

  	
   

  	
  1.000

  	
  %

  	
  1.000

  	
  %

  	
  1.000

  	
  %

  	
  1.175
  

  	
  %

  	
  1.350
  

  	
  %

  	
  2.000
  

  	
  %

  
	
  Utilization < 40%

  	
   

  	
  1.000

  	
  %

  	
  1.000

  	
  %

  	
  1.000

  	
  %

  	
  1.125

  	
  %

  	
  1.275

  	
  %

  	
  1.925

  	
  %

  



 


For purposes
of this Pricing Schedule, the following terms have the following meanings:


 


“Level I Pricing” applies during any Rate
Period if, at the end of the Preceding Fiscal Quarter, the Leverage Ratio was
less than 1.75 to 1.


 


“Level II Pricing” applies during any Rate
Period if no higher Pricing Level applies and, at the end of the Preceding
Fiscal Quarter, the Leverage Ratio was equal to or greater than 1.75 to 1.


 


“Level III Pricing” applies during any Rate
Period if no higher Pricing Level applies and, at the end of the Preceding
Fiscal Quarter, the Leverage Ratio was equal to or greater than 2.00 to 1.


 


“Level IV Pricing” applies during any Rate
Period if no higher Pricing Level applies and, at the end of the Preceding
Fiscal Quarter, the Leverage Ratio was equal to or greater than 2.50 to 1.


 


“Level V Pricing” applies during any Rate
Period if no higher Pricing Level applies and, at the end of the Preceding
Fiscal Quarter, the Leverage Ratio was equal to or greater than 3.00 to 1.


 


“Level VI Pricing” applies during any Rate
Period if, at the end of the Preceding Fiscal Quarter, the Leverage Ratio was
equal to or greater than 3.25 to 1.


 


 “Preceding
Fiscal Quarter” means, with respect to any Rate Period, the most
recent Fiscal Quarter ended before such Rate Period begins.


 

















 


 “Pricing
Level” refers to the determination of which of Level I Pricing,
Level II Pricing, Level III Pricing, Level IV Pricing, Level V Pricing or Level
VI Pricing applies on any day. Pricing Levels are referred to in ascending
order (e.g., Level II Pricing is a higher Pricing Level than Level I Pricing).


 


“Rate Period” means any period from and
including the 46th day of a Fiscal Quarter to and including the 45th day of the
immediately succeeding Fiscal Quarter.


 


“Utilization” means, at any date, the percentage
equivalent of a fraction (i) the numerator of which is the sum of the aggregate
outstanding principal amount of Loans and Swingline Loans and the Aggregate LC
Exposure, each at such date, and (ii) the denominator of which is the aggregate
amount of the Commitments at such date. 
If for any reason any Credit Exposure remains following termination of
the Commitments, Utilization shall be deemed to be in excess of 40%.