Exhibit 10.1
FIRST AMENDMENT
FIRST AMENDMENT, dated as of November 3, 2005 (this "Amendment"), to
the Credit Agreement, dated as of November 9, 2004 (the "Credit Agreement"),
among HCA INC., a Delaware corporation (the "Borrower"), the several banks and
other financial institutions from time to time parties hereto (the "Banks"),
BANK OF AMERICA, N.A., as Documentation Agent and Co-Arranger, CITICORP NORTH
AMERICA, INC., DEUTSCHE BANK SECURITIES INC., MIZUHO CORPORATE BANK, LTD. and
WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agents and Co-Arrangers, THE
BANK OF NOVA SCOTIA, XXXXXXX XXXXX & CO., XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED and SUNTRUST BANK, as Senior Managing Agents, THE BANK OF NEW YORK,
KEY BANK and CALYON NEW YORK BRANCH, as Managing Agents, AMSOUTH BANK, FIFTH
THIRD BANK, N.A., THE NORTHERN TRUST COMPANY, SUMITOMO BANK, US BANK, NA and
UNION PLANTERS BANK, N.A, as Co-Agents, X.X. XXXXXX SECURITIES INC., as Sole
Advisor, Lead Arranger and Bookrunner, and JPMORGAN CHASE BANK, N.A. (formerly
known as JPMORGAN CHASE BANK), as administrative agent (in such capacity, the
"Agent").
WITNESSETH:
WHEREAS, the Borrower has requested that the Credit Agreement be
amended as set forth herein; and
WHEREAS, the Required Banks have agreed to such amendment and have
authorized the Agent to execute this Amendment in accordance with the terms and
conditions set forth herein;
NOW THEREFORE, in consideration of the premises herein contained and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
2. Amendment to Section 6.6. Section 6.6 of the Credit Agreement is
hereby amended by deleting the section in its entirety and inserting in lieu
thereof the following:
6.6 Ratio of Consolidated Total Debt to Consolidated Total
Capitalization. The Company and its Subsidiaries will not at any time
have outstanding Consolidated Total Debt in an amount in excess of (i)
75% of Consolidated Total Capitalization from the Closing Date through
September 30, 2005, (ii) 80% of Consolidated Total Capitalization from
October 1, 2005 through December 30, 2006, (iii) 75% of Consolidated
Total Capitalization
from December 31, 2006 through December 30, 2007, (iv) 70% of
Consolidated Total Capitalization from December 31, 2007 through
December 30, 2008 and (v) 65% of Consolidated Total Capitalization
from December 31, 2008 and thereafter.
3. Effective Date; Conditions Precedent. This Amendment shall become
effective on November 3, 2005 (the "Effective Date") subject to the compliance
by the Borrower with its agreements herein contained and to the satisfaction on
or before the Effective Date of the following further conditions:
(a) Loan Documents. The Agent shall have received counterparts
hereof duly executed by the Borrower, the Agent and the Required Banks.
(b) Fees. The Agent shall have received, for the account of each
Bank which executes and delivers this Amendment on or prior to 5:00 p.m. New
York City time on October 27, 2005, an amendment fee in an amount equal to 3
basis points on such Bank's Commitment as in effect prior to the Effective Date,
payable in immediately available funds on or before the Effective Date.
4. Representations and Warranties. The Borrower hereby represents and
warrants on the date hereof that (i) all of the Borrower's representations and
warranties contained in the Credit Agreement are true and correct in all
material respects as of the date hereof (except for representations and
warranties made as of a specified date, which shall be true and correct as of
such date) and (ii) no Default shall have occurred (except a Default which shall
have been waived in writing or which shall have been cured) and no Default shall
exist before and after giving effect to this Amendment.
5. Continuing Effect of Credit Agreement. This Amendment shall not be
construed as a waiver of or consent to any further or future action on the part
of the Borrower that would require a waiver or consent by the Agent and/or the
Banks. Except as expressly amended hereby, the Credit Agreement shall continue
to be and shall remain in full force and effect in accordance with its terms.
6. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8. Expenses. The Borrower agrees to pay or reimburse the Agent for all
of its reasonable out-of-pocket costs and expenses incurred in connection with
the preparation, negotiation and execution of this Amendment, including, without
limitation, the reasonable fees and disbursements of counsel to the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their duly authorized officers as of the date first
written above.
HCA INC.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxxxx
--------------------------------------------
Title: Senior Vice President-Finance and Treasurer
-------------------------------------------
JPMORGAN CHASE BANK, N.A., as Agent and
as a Bank
By: /s/ Xxxx Xxx Xxx
----------------------------------------------
Name: Xxxx Xxx Xxx
--------------------------------------------
Title: Vice President
-------------------------------------------
Am South Bank
[NAME OF LENDER]
By: Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
BABSON CLO LTD. 2005-II
By: Babson Capital Management LLC as
Collateral Manager
By: /s/ Xxxxx X Xxxxx
----------------------------
Name: Xxxxx X Xxxxx, CFA
--------------------------
Title: Managing Director
-------------------------
Bank of America, N.A.
By: /s/ Xxxxx Xxxxxx
----------------------------
Name: Xxxxx Xxxxxx
--------------------------
Title: Senior Vice President
-------------------------
Bank of Communications, New York Branch
By: /s/ Xxxxxx Xxx
--------------------------------
Name: Xxxxxx Xxx
Title: Deputy General Manager
The Bank of Nova Scotia
By: /s/ Xxxx X. Xxxxxxx
----------------------------
Xxxx X. Xxxxxxx
Managing Director
Bank of Taiwan, New York Agency
By: /s/ Xxxxxx X.X. Xxx
---------------------------
Name: Xxxxxx X.X. Xxx
Title: SVP & GM
[NAME OF LENDER]: Monument Park CDO Ltd.
Blackstone Debt Advisors L.P.
As Collateral Manager
By: /s/ XXXX X XXXXXXX
-----------------------------
Name: XXXX X XXXXXXX
Title: Managing Director
BNP PARIBAS
By: /s/ Xxxxxxx Xxxx
---------------------
Name: Xxxxxxx Xxxx
Title: Director
The Bank of New York
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
Carolina First Bank
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxxxxxx
Executive Vice President
CITICORP NORTH AMERICA, INC.
By: /s/ Xxxxx Xxxxxx
----------------------
Name: Xxxxx Xxxxxx
Title: Director
CALYON New York Branch, as a Lender
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Director
Deutsche Bank AG New York Branch
By: /s/ Xxxxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Managing Director
By: /s/ Xxxx X. Xxx
-------------------------------
Name: Xxxx X. Xxx
Title: Vice President
[NAME OF LENDER]
Dresdner Bank AG New York &
Grand Cayman Branches
By: /s/ Xxxxxx Xxxxxx /s/ Xxxxx Xxxxx
------------------- -------------------
Name: Xxxxxx Xxxxxx Name: Xxxxx Xxxxx
Title: Director Title: Director
Fifth Third Bank
[NAME OF LENDER]
By: /s/ Xxxxx Nawrick
----------------------------
Name: Xxxxx Nawrick
Title:
First Commercial Bank New York
Agency
By: /s/ Xxxxx X.X. Xx
----------------------
Name: Xxxxx X.X. Xx
Title: VP & General Manager
Xxx Xxx Commercial Bank LTD, New
York Agency
By: /s/ Xxxxxx Xxxxx
--------------------------
Name: Xxxxxx Xxxxx
Title: General Manager
Katonah VII, Ltd.
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Authorized Officer
Katonah Debt Advisors, L.L.C.
As Manager
KEYBANK NATIONAL ASSOCIATION
By: /s/ X.X. Xxxxxx
-------------------------------------
Name: X.X. Xxxxxx
Title: Senior Vice President
XXXXXXX XXXXX BANK USA
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
XXXXXXX XXXXX CAPITAL CORP.
By: /s/ Xxxxxxx X. X'Xxxxx
-------------------------------------
Name: Xxxxxxx X. X'Xxxxx
Title: Vice President
MIZUHO CORPORATE BANK, LTD.
By: /s/ Xxxxxxxx Xxxx
-------------------------------------
Name: Xxxxxxxx Xxxx
Title: Deputy General Manager
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Xxxxx Xxxx
-------------------------------------
Name: Xxxxx Xxxx
Title: AVP
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
[NAME OF LENDER]
By: /s/ Xxxx Xxxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxxx Xxxxxxx
Title: Executive Director
Scotiabanc Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx
Managing Director
STATE BANK OF INDIA,
NASSAU
By: XXXXXXXX XXXXX
--------------------------
Name: XXXXXXXX XXXXX
Title: CHIEF EXECUTIVE OFFICER (SEAL)
Sumitomo Mitsui Banking Corporation
[NAME OF LENDER]
By: /s/ Xxxxx X. Xxxx
------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
[NAME OF LENDER] Sun Trust Bank
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
REGIONS BANK
By: /s/ Xxxxx Xxxxxxxx
---------------------------
Name: XXXXX X. XXXXXXXX
Title: SENIOR VICE PRESIDENT
[NAME OF LENDER]
U.S. Bank, N.A.
By: /s/ X.X. XXXXXXX
---------------------------
Name: X. X. XXXXXXX
Title: S.V.P.
Wachovia Bank, National Association
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Director
