Contract
Exhibit 4.7(b)
AMENDMENT No. 1, dated as of February 16, 2007 (this “Amendment”), to the Credit
Agreement, dated as of November 17, 2006 (as amended, restated, supplemented or otherwise modified,
refinanced or replaced from time to time, the “Credit Agreement”), among HCA Inc. (the
“Company” or the “Parent Borrower”), HCA UK Capital Limited (the “European
Subsidiary Borrower” and, collectively with the Parent Borrower, the “Borrowers”), the
lending institutions from time to time parties thereto (each a “Lender” and, collectively,
the “Lenders”), Bank of America, N.A., as Administrative Agent, Swingline Lender and Letter
of Credit Issuer, JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as Co-Syndication
Agents, Banc of America Securities LLC, X.X. Xxxxxx Securities Inc., Citigroup Global Markets Inc.
and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as Joint Lead Arrangers and Bookrunners,
Deutsche Bank Securities Inc. and Wachovia Capital Markets LLC, as Joint Bookrunners, and Xxxxxxx
Xxxxx Capital Corporation, as Documentation Agent. Capitalized terms used but not defined herein
having the meaning provided in the Credit Agreement (as amended hereby).
WHEREAS, Section 14.1 of the Credit Agreement permits amendment with the written consent of
the Administrative Agent, the affected Borrowers and the Lenders providing the relevant Replacement
Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans of any Class
(“Refinanced Term Loans”) with a replacement term loan tranche (“Replacement Term
Loans”) thereunder;
WHEREAS, the Borrowers desire to create a new tranche of term loans consisting of Tranche A-1
Term Loans (as defined in Section 1) pursuant to amendments authorized by Section 14.1 of the
Credit Agreement which Tranche A-1 Term Loans shall, except with respect to the definitions of
“Applicable ABR Margin” and “Applicable LIBOR Margin”, have identical terms as the Tranche A Term
Loans and shall be in a like principal amount as the outstanding Tranche A Term Loans and the
proceeds of which would be used to refinance all of the Tranche A Term Loans all as more fully set
forth in Section 1;
WHEREAS, the Borrowers desire to create a new tranche of term loans consisting of Tranche B-1
Term Loans (as defined in Section 1) pursuant to amendments authorized by Section 14.1 of the
Credit Agreement which Tranche B-1 Term Loans shall, except with respect to the definitions of
“Applicable ABR Margin” and “Applicable LIBOR Margin”, have identical terms as the Tranche B Term
Loans and shall be in a like principal amount as the outstanding Tranche B Term Loans and the
proceeds of which would be used to refinance all of the Tranche B Term Loans all as more fully set
forth in Section 1;
WHEREAS, the Borrowers desire to create a new tranche of term loans consisting of European-1
Tranche Term Loans (as defined in Section 1) pursuant to amendments authorized by Section 14.1 of
the Credit Agreement which European-1 Tranche Term Loans shall, except with respect to the
definition of “Applicable LIBOR Margin”, have identical terms as the European Tranche Term Loans
and shall be in a like principal amount as the outstanding European Tranche Term Loans and the
proceeds of which would be used to refinance all of the European Tranche Term Loans all as more
fully set forth in Section 1;
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WHEREAS, upon the effectiveness of this Amendment, each Tranche A Term Loan Lender that shall
have executed and delivered a signature page to this Amendment as a Tranche A-1 Term Loan Lender
shall be deemed to have exchanged its Tranche A Term Loans (which Tranche A Term Loans shall
thereafter no longer be deemed to be outstanding) for Tranche A-1 Term Loans in the same aggregate
principal amount as such Tranche A Term Loan Lender’s Tranche A Term Loans, and such Tranche A Term
Loan Lender shall thereafter become a Tranche A-1 Term Loan Lender;
WHEREAS, upon the effectiveness of this Amendment, each Tranche B Term Loan Lender that shall
have executed and delivered a signature page to this Amendment as a Tranche B-1 Term Loan Lender
shall be deemed to have exchanged its Tranche B Term Loans (which Tranche B Term Loans shall
thereafter no longer be deemed to be outstanding) for Tranche B-1 Term Loans in the same aggregate
principal amount as such Tranche B Term Loan Lender’s Tranche B Term Loans, and such Tranche B Term
Loan Lender shall thereafter become a Tranche B-1 Term Loan Lender;
WHEREAS, upon the effectiveness of this Amendment, each European Tranche Term Loan Lender that
shall have executed and delivered a signature page to this Amendment as a European-1 Tranche Term
Loan Lender shall be deemed to have exchanged its European Tranche Term Loans (which European
Tranche Term Loans shall thereafter no longer be deemed to be outstanding) for European-1 Tranche
Term Loans in the same aggregate principal amount as such European Tranche Term Loan Lender’s
European Tranche Term Loans, and such European Tranche Term Loan Lender shall thereafter become a
European -1 Tranche Term Loan Lender;
WHEREAS, upon the effectiveness of this Amendment, each Person who executes and delivers a
signature page to this Amendment as an Additional Tranche A-1 Term Loan Lender (as defined in
Section 1) will make Tranche A-1 Term Loans to the Parent Borrower in Dollars, the proceeds of
which will be used by the Parent Borrower to repay in full the outstanding principal amount of
Tranche A Term Loans that are not exchanged for Tranche A-1 Term Loans and the Parent Borrower
shall pay to each Tranche A Term Loan Lender all accrued and unpaid interest on the Tranche A Term
Loans to, but not including, the date of effectiveness of the Amendment;
WHEREAS, upon the effectiveness of this Amendment, each Person who executes and delivers a
signature page to this Amendment as an Additional Tranche B-1 Term Loan Lender (as defined in
Section 1) will make Tranche B-1 Term Loans to the Parent Borrower in Dollars, the proceeds of
which will be used by the Parent Borrower to repay in full the outstanding principal amount of
Tranche B Term Loans that are not exchanged for Tranche B-1 Term Loans and the Parent Borrower
shall pay to each Tranche B Term Loan Lender all accrued and unpaid interest on the Tranche B Term
Loans to, but not including, the date of effectiveness of the Amendment;
WHEREAS, upon the effectiveness of this Amendment, each Person who executes and delivers a
signature page to this Amendment as an Additional European-1 Tranche Term Loan Lender (as defined
in Section 1) will make European-1 Tranche Term Loans to the European Subsidiary Borrower in Euro,
the proceeds of which will be used by the European Subsidiary Borrower to repay in full the
outstanding principal amount of European Tranche Term Loans that are not exchanged for European-1
Tranche Term Loans and the European Subsidiary Borrower shall pay to each European Tranche Term
Loan Lender all accrued and unpaid interest on the European-1 Tranche Term Loans to, but not
including, the date of effectiveness of the Amendment;
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WHEREAS, Banc of America Securities LLC, X.X. Xxxxxx Securities Inc., Citigroup Global Markets
Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated are joint lead arrangers and joint
bookrunners for the Tranche A-1 Term Loans, the Tranche B-1 Term Loans and the European-1 Tranche
Term Loans; and
WHEREAS, the Agents under the Credit Agreement shall continue in their respective roles as
Agents under the Credit Agreement as amended by this Amendment;
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Amendments. The Credit Agreement is hereby amended effective as of the
Amendment No. 1 Effective Date as follows:
(a) The following defined terms shall be added to Section 1.1 of the Credit Agreement:
“Additional European-1 Tranche Term Loan” shall mean a Loan in Euro that is
made pursuant to Section 2.1(g) on the Amendment No. 1 Effective Date.
“Additional European-1 Tranche Term Loan Commitment” shall mean, with respect
to an Additional European-1 Tranche Term Loan Lender, the commitment of such Additional
European-1 Tranche Term Loan Lender to make Additional European-1 Tranche Term Loans on the
Amendment No. 1 Effective Date, in an amount set forth on Schedule I to Amendment
No. 1. The aggregate amount of the Additional European-1 Tranche Term Loan Commitments
shall equal the outstanding principal amount of European Tranche Term Loans of
Non-Consenting European Tranche Term Loan Lenders.
“Additional European-1 Tranche Term Loan Lender” shall mean a Person with an
Additional European-1 Tranche Term Loan Commitment on the Amendment No. 1 Effective Date.
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“Additional Tranche A-1 Term Loan” shall mean a Loan in Dollars that is made
pursuant to Section 2.1(e) on the Amendment No. 1 Effective Date.
“Additional Tranche A-1 Term Loan Commitment” shall mean, with respect to an
Additional Tranche A-1 Term Loan Lender, the commitment of such Additional Tranche A-1 Term
Loan Lender to make Additional Tranche A-1 Term Loans on the Amendment No. 1 Effective Date,
in an amount set forth on Schedule I to Amendment No. 1. The aggregate amount of
the Additional Tranche A-1 Term Loan Commitments shall equal the outstanding principal
amount of Tranche A Term Loans of Non-Consenting Tranche A Term Loan Lenders.
“Additional Tranche A-1 Term Loan Lender” shall mean a Person with an
Additional Tranche A-1 Term Loan Commitment on the Amendment No. 1 Effective Date.
“Additional Tranche B-1 Term Loan” shall mean a Loan in Dollars that is made
pursuant to Section 2.1(f) on the Amendment No. 1 Effective Date.
“Additional Tranche B-1 Term Loan Commitment” shall mean, with respect to an
Additional Tranche B-1 Term Loan Lender, the commitment of such Additional Tranche B-1 Term
Loan Lender to make Additional Tranche B-1 Term Loans on the Amendment No. 1 Effective Date,
in an amount set forth on Schedule I to Amendment No. 1. The aggregate amount of
the Additional Tranche B-1 Term Loan Commitments shall equal the outstanding principal
amount of Tranche B Term Loans of Non-Consenting Tranche B Term Loan Lenders.
“Additional Tranche B-1 Term Loan Lender” shall mean a Person with an
Additional Tranche B-1 Term Loan Commitment on the Amendment No. 1 Effective Date.
“Amendment No. 1” shall mean Amendment No. 1 to this Agreement dated as of
February 16, 2007.
“Amendment No. 1 Effective Date” shall mean February 16, 2007, the first
Business Day on which all conditions precedent set forth in Section 3 of Amendment No. 1 are
satisfied.
“European-1 Tranche Term Loan” shall mean, collectively, (i) a Loan in Euro
made pursuant to Section 2.1(g) on the Amendment No. 1 Effective Date and (ii) each
Additional European-1 Tranche Term Loan.
“European-1 Tranche Term Loan Commitment” shall mean, with respect to a
European Tranche Term Loan Lender, the agreement of such European Tranche Term Loan Lender
to exchange its European Tranche Term Loans for an equal aggregate principal amount of
European-1 Tranche Term Loans on the Amendment No. 1 Effective
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Date, as evidenced by such European Tranche Term Loan Lender executing and delivering
Amendment No. 1.
“European-1 Tranche Term Loan Facility” shall mean the Credit Facility
consisting of the European-1 Tranche Term Loan Commitments and the European-1 Tranche Term
Loans.
“European-1 Tranche Term Loan Lender” shall mean, collectively, (i) each
European Tranche Term Loan Lender that executes and delivers Amendment No. 1 on or prior to
the Amendment No. 1 Effective Date and (ii) each Additional European-1 Tranche Term Loan
Lender.
“Non-Consenting European Tranche Term Loan Lender” shall mean each European
Tranche Term Loan Lender that did not execute and deliver a counterpart of Amendment No. 1
on or prior to the Amendment No. 1 Effective Date.
“Non-Consenting Tranche A Term Loan Lender” shall mean each Tranche A Term Loan
Lender that did not execute and deliver a counterpart of Amendment No. 1 on or prior to the
Amendment No. 1 Effective Date.
“Non-Consenting Tranche B Term Loan Lender” shall mean each Tranche B Term Loan
Lender that did not execute and deliver a counterpart of Amendment No. 1 on or prior to the
Amendment No. 1 Effective Date.
“Tranche A-1 Term Loan” shall mean, collectively, (i) a Loan in Dollars made
pursuant to Section 2.1(e) on the Amendment No. 1 Effective Date and (ii) each
Additional Tranche A-1 Term Loan.
“Tranche A-1 Term Loan Commitment” shall mean, with respect to a Tranche A Term
Loan Lender, the agreement of such Tranche A Term Loan Lender to exchange its Tranche A Term
Loans for an equal aggregate principal amount of Tranche A-1 Term Loans on the Amendment No.
1 Effective Date, as evidenced by such Tranche A Term Loan Lender executing and delivering
Amendment No. 1.
“Tranche A-1 Term Loan Facility” shall mean the Credit Facility consisting of
the Tranche A-1 Term Loan Commitments and the Tranche A-1 Term Loans.
“Tranche A-1 Term Loan Lender” shall mean, collectively, (i) each Tranche A
Term Loan Lender that executes and delivers Amendment No. 1 on or prior to the Amendment No.
1 Effective Date and (ii) each Additional Tranche A-1 Term Loan Lender.
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“Tranche B-1 Term Loan” shall mean, collectively, (i) a Loan in Dollars made
pursuant to Section 2.1(f) on the Amendment No. 1 Effective Date and (ii) each
Additional Tranche B-1 Term Loan.
“Tranche B-1 Term Loan Commitment” shall mean, with respect to a Tranche B Term
Loan Lender, the agreement of such Tranche B Term Loan Lender to exchange its Tranche B Term
Loans for an equal aggregate principal amount of Tranche B-1 Term Loans on the Amendment No.
1 Effective Date, as evidenced by such Tranche B Term Loan Lender executing and delivering
Amendment No. 1.
“Tranche B-1 Term Loan Facility” shall mean the Credit Facility consisting of
the Tranche B-1 Term Loan Commitments and the Tranche B-1 Term Loans.
“Tranche B-1 Term Loan Lender” shall mean, collectively, (i) each Tranche B
Term Loan Lender that executes and delivers Amendment No. 1 on or prior to the Amendment No.
1 Effective Date and (ii) each Additional Tranche B-1 Term Loan Lender.
(b) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of
“Applicable ABR Margin” contained therein and replacing it with the following:
“ “Applicable ABR Margin” shall mean at any date, with respect to each ABR Loan
that is a Tranche X-0 Xxxx Xxxx, Xxxxxxx X-0 Term Loan, Revolving Credit Loan or Swingline
Loan, the applicable percentage per annum set forth below based upon the Status in effect on
such date:
| Status | Applicable ABR Margin for: | |||||||||||
| Tranche X-0 | Xxxxxxx X-0 | Revolving Credit and | ||||||||||
| Term Loans | Term Loans | Swingline Loans | ||||||||||
Level I Status |
1.25 | % | 1.25 | % | 1.50 | % | ||||||
Level II Status |
1.00 | % | 1.25 | % | 1.25 | % | ||||||
Level III Status |
0.75 | % | 1.25 | % | 1.00 | % | ||||||
Level IV Status |
0.50 | % | 1.25 | % | 0.75 | % | ||||||
Level V Status |
0.25 | % | 1.25 | % | 0.50 | % | ||||||
Notwithstanding the foregoing, Level I Status shall apply during the period from and
including the Closing Date to but excluding the Trigger Date.”
(c) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of
“Applicable LIBOR Margin” contained therein and replacing it with the following:
“ “Applicable LIBOR Margin” shall mean, at any date, with respect to each LIBOR
Loan that is a Tranche X-0 Xxxx Xxxx, Xxxxxxx X-0 Term Loan, European-
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1 Tranche Term Loan or Revolving Credit Loan, the applicable percentage per annum set
forth below based upon the Status in effect on such date:
| Status | Applicable LIBOR Margin for: | |||||||||||||||
| European-1 | Revolving | |||||||||||||||
| Tranche X-0 | Xxxxxxx X-0 | Tranche | Credit | |||||||||||||
| Term Loans | Term Loans | Term Loans | Loans | |||||||||||||
Level I Status |
2.25 | % | 2.25 | % | 2.25 | % | 2.50 | % | ||||||||
Level II Status |
2.00 | % | 2.25 | % | 2.00 | % | 2.25 | % | ||||||||
Level III Status |
1.75 | % | 2.25 | % | 2.00 | % | 2.00 | % | ||||||||
Level IV Status |
1.50 | % | 2.25 | % | 2.00 | % | 1.75 | % | ||||||||
Level V Status |
1.25 | % | 2.25 | % | 2.00 | % | 1.50 | % | ||||||||
Notwithstanding the foregoing, Level I Status shall apply during the period from and
including the Closing Date to but excluding the Trigger Date.”
(d) Section 1.1 of the Credit Agreement is hereby amended by deleting clause (b) of the
definition of “Reserve Amount” contained therein and replacing it with the following:
“(b) (A) with respect to any Tranche B-1 Term Loan for any period, zero and (B) with
respect to any European-1 Tranche Term Loan for any period, (i) if Level I Status is in
effect as of the beginning of such period, an amount equal to 0.25% per annum on the average
aggregate principal amount of such Loan over such period and (ii) if Level II Status, Level
III Status, Level IV Status or Level V Status is in effect as of the beginning of such
period, zero;”
(e) Section 2.1 of the Credit Agreement is hereby amended by adding the following clause (e)
to such Section.
“(e) (i) Subject to and upon the terms and conditions herein set forth, each
Tranche A Term Loan Lender with a Tranche A Term Loan that has executed a
counterpart of Amendment No. 1 as a Tranche A-1 Term Loan Lender severally agrees to
exchange its Tranche A Term Loan for a like principal amount of Tranche A-1 Term
Loans on the Amendment No. 1 Effective Date. Notwithstanding anything to the
contrary contained herein, the Interest Period then in effect (and the LIBOR Rate
thereunder) prior to any exchange of Tranche A Term Loans for Tranche A-1 Term Loans
shall remain in effect following any such exchange.
(ii) Subject to and upon the terms and conditions herein set forth, each
Additional Tranche A-1 Term Loan Lender severally agrees to make Additional Tranche
A-1 Term Loans in Dollars to the Parent Borrower on the Amendment No. 1 Effective
Date in a principal amount not to exceed its Addi-
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tional Tranche A-1 Term Loan Commitment on the Amendment No. 1 Effective Date. The
Parent Borrower shall prepay all Tranche A Term Loans of Non-Consenting Tranche A
Term Loan Lenders with the gross proceeds of the Additional Tranche A-1 Term Loans.
The Interest Period then in effect (and the LIBOR Rate thereunder) for the Tranche A
Term Loans of Non-Consenting Tranche A Term Loan Lenders shall remain in effect for
the Additional Tranche A-1 Term Loans following any such repayment.
(iii) The Parent Borrower shall pay all accrued and unpaid interest on the
Tranche A Term Loans to the Tranche A Term Loan Lenders to, but not including, the
Amendment No. 1 Effective Date on such Amendment No. 1 Effective Date.
(iv) The Tranche A-1 Term Loans shall have the same terms as the Tranche A
Term Loans as set forth in the Credit Agreement and Credit Documents, except as
modified by Amendment No. 1. For avoidance of doubt, the Tranche A-1 Term Loans
(and all principal, interest and other amounts in respect thereof) will constitute
“U.S. Obligations” under the Credit Agreement and the other Credit Documents and,
except as set forth in Amendment No. 1, shall have the same rights and obligations
under the Credit Agreement and Credit Documents as the Tranche A Term Loans.”
(f) Section 2.1 of the Credit Agreement is hereby amended by adding the following clause (f)
to such Section.
“(f) (i) Subject to and upon the terms and conditions herein set forth, each
Tranche B Term Loan Lender with a Tranche B Term Loan that has executed a
counterpart of Amendment No. 1 as a Tranche B-1 Term Loan Lender severally agrees to
exchange its Tranche B Term Loan for a like principal amount of Tranche B-1 Term
Loans on the Amendment No. 1 Effective Date. Notwithstanding anything to the
contrary contained herein, the Interest Period then in effect (and the LIBOR Rate
thereunder) prior to any exchange of Tranche B Term Loans for Tranche B-1 Term Loans
shall remain in effect following any such exchange.
(ii) Subject to and upon the terms and conditions herein set forth, each
Additional Tranche B-1 Term Loan Lender severally agrees to make Additional Tranche
B-1 Term Loans in Dollars to the Parent Borrower on the Amendment No. 1 Effective
Date in a principal amount not to exceed its Additional Tranche B-1 Term Loan
Commitment on the Amendment No. 1 Effective Date. The Parent Borrower shall prepay
all Tranche B Term Loans of Non-Consenting Tranche B Term Loan Lenders with the
gross proceeds of the Additional Tranche B-1 Term Loans. The Interest Period then
in effect (and the LIBOR Rate thereunder) for the Tranche B Term Loans of
Non-Consenting Tranche B Term Loan
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Lenders shall remain in effect for the Additional Tranche B-1 Term Loans following
any such repayment.
(iii) The Parent Borrower shall pay all accrued and unpaid interest on the
Tranche B Term Loans to the Tranche B Term Loan Lenders to, but not including, the
Amendment No. 1 Effective Date on such Amendment No. 1 Effective Date.
(iv) The Tranche B-1 Term Loans shall have the same terms as the Tranche B
Term Loans as set forth in the Credit Agreement and Credit Documents, except as
modified by Amendment No. 1. For avoidance of doubt, the Tranche B-1 Term Loans
(and all principal, interest and other amounts in respect thereof) will constitute
“U.S. Obligations” under the Credit Agreement and the other Credit Documents and,
except as set forth in Amendment No. 1, shall have the same rights and obligations
under the Credit Agreement and Credit Documents as the Tranche B Term Loans.”
(g) Section 2.1 of the Credit Agreement is hereby amended by adding the following clause (g)
to such Section.
“(g) (i) Subject to and upon the terms and conditions herein set forth, each
European Tranche Term Loan Lender with a European Tranche Term Loan that has
executed a counterpart of Amendment No. 1 as a European-1 Tranche Term Loan Lender
severally agrees to exchange its European Tranche Term Loan for a like principal
amount of European-1 Tranche Term Loans on the Amendment No. 1 Effective Date.
Notwithstanding anything to the contrary contained herein, the Interest Period then
in effect (and the LIBOR Rate thereunder) prior to any exchange of European Tranche
Term Loans for European-1 Tranche Term Loans shall remain in effect following any
such exchange.
(ii) Subject to and upon the terms and conditions herein set forth, each
Additional European-1 Tranche Term Loan Lender severally agrees to make Additional
European-1 Tranche Term Loans in Euro to the European Subsidiary Borrower on the
Amendment No. 1 Effective Date in a principal amount not to exceed its Additional
European Tranche Term Loan Commitment on the Amendment No. 1 Effective Date. The
European Subsidiary Borrower shall prepay all European Tranche Term Loans of
Non-Consenting European Tranche Term Loan Lenders with the gross proceeds of the
Additional European-1 Tranche Term Loans. The Interest Period then in effect (and
the LIBOR Rate thereunder) for the European Tranche Term Loans of Non-Consenting
European Tranche Term Loan Lenders shall remain in effect for the Additional
European-1 Tranche Term Loans following any such repayment.
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(iii) The European Subsidiary Borrower shall pay all accrued and unpaid
interest on the European Tranche Term Loans to the European Tranche Term Loan
Lenders to, but not including, the Amendment No. 1 Effective Date on such Amendment
No. 1 Effective Date.
(iv) The European-1 Tranche Term Loans shall have the same terms as the
European Tranche Term Loans as set forth in the Credit Agreement and Credit
Documents, except as modified by Amendment No. 1. For avoidance of doubt, the
European-1 Tranche Term Loans (and all principal, interest and other amounts in
respect thereof) will constitute “European Obligations” under the Credit Agreement
and the other Credit Documents and, except as set forth in Amendment No. 1, shall
have the same rights and obligations under the Credit Agreement and Credit Documents
as the European Tranche Term Loans.”
(h) Section 5.1 of the Credit Agreement is hereby amended by deleting the section in its
entirety and replacing it with the following:
“(a) Each Borrower shall have the right to prepay its Term Loans, Revolving
Credit Loans and Swingline Loans, in each case, without premium or penalty (except
as set forth in clause (b) of this Section 5.1), in whole or in part
from time to time on the following terms and conditions: (a) such Borrower shall
give the Administrative Agent at the Administrative Agent’s Office written notice
(or telephonic notice promptly confirmed in writing) of its intent to make such
prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the
specific Borrowing(s) pursuant to which made, which notice shall be given by such
Borrower no later than 12:00 noon (New York City time) (i) in the case of LIBOR
Loans denominated in Dollars, three Business Days prior to, (ii) in the case of
Loans denominated in an Alternative Currency, four Business Days prior to, (iii) in
the case of ABR Loans (other than Swingline Loans), one Business Day prior to or
(iv) in the case of Swingline Loans, on, the date of such prepayment and shall
promptly be transmitted by the Administrative Agent to each of the Lenders or the
Swingline Lender, as the case may be; (b) each partial prepayment of (i) any
Borrowing of LIBOR Loans denominated in Dollars shall be in a minimum amount of
$10,000,000 and in multiples of $1,000,000 in excess thereof, (ii) any ABR Loans
(other than Swingline Loans) shall be in a minimum amount of $1,000,000 and in
multiples of $1,000,000 in excess thereof, (iii) any Loans denominated in Euro shall
be in a minimum amount of €10,000,000 and in multiples of €1,000,000 in excess
thereof, (iv) any Loans denominated in Sterling shall be in a minimum amount of
£5,000,000 and in multiples of £1,000,000 in excess thereof and (v) Swingline Loans
shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess
thereof, provided that no partial prepayment of LIBOR Loans made pursuant to
a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such
Borrowing to an amount less than the appli-
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cable Minimum Borrowing Amount for such LIBOR Loans and (c) any prepayment of LIBOR
Loans pursuant to this Section 5.1(a) on any day other than the last day of
an Interest Period applicable thereto shall be subject to compliance by the Parent
Borrower with the applicable provisions of Section 2.11. Each prepayment in
respect of any Term Loans pursuant to this Section 5.1(a) shall be (a)
applied to the Class or Classes of Term Loans as the Parent Borrower may specify and
(b) applied to reduce Tranche X-0 Xxxxxxxxx Xxxxxxx, Xxxxxxx X-0 Repayment Amounts,
European-1 Tranche Repayment Amounts and/or any New Term Loan Repayment Amounts, as
the case may be, in such order as the Parent Borrower may specify. At the Parent
Borrower’s election in connection with any prepayment pursuant to this Section
5.1(a), such prepayment shall not be applied to any Term Loan or Revolving
Credit Loan of a Defaulting Lender.
(b) Notwithstanding the foregoing, any mandatory or voluntary prepayment of the
Tranche B-1 Term Loans or the European-1 Tranche Term Loans, as the case may be,
that results in the prepayment of all, but not less than all, of the outstanding
Tranche B-1 Term Loans or European-1 Tranche Term Loans, as the case may be, prior
to the one year anniversary of the Amendment No. 1 Effective Date with the proceeds
of new term loans (including without limitation any Replacement Term Loans) under
this Agreement that have an applicable margin that is less than the Applicable ABR
Margin or the Applicable LIBOR Margin, as the case may be, for Tranche B-1 Term
Loans or the European-1 Tranche Term Loans, as the case may be, as of the Amendment
No. 1 Effective Date may only be made if each Tranche B-1 Term Loan Lender and
European-1 Tranche Term Loan Lender, as the case may be, is paid a prepayment
premium of 1.0% of the principal amount of such Lender’s Tranche B-1 Term Loans or
European-1 Tranche Term Loans, as the case may be.”
(i) Section 5.2 of the Credit Agreement is hereby amended by adding to the end of such Section
new clause (i) as follows:
“(i) Notwithstanding anything to the contrary contained in Section 5.1
and this Section 5.2, (i) 100% of the proceeds of all Additional Tranche A-1
Term Loans shall be used to repay Tranche A Term Loans of the Non-Consenting Tranche
A Term Loan Lenders, (ii) 100% of the proceeds of all Additional Tranche B-1 Term
Loans shall be used to repay Tranche B Term Loans of the Non-Consenting Tranche B
Term Loan Lenders and (iii) 100% of the proceeds of all Additional European-1
Tranche Term Loans shall be used to repay European Tranche Term Loans of the
Non-Consenting European Tranche Term Loan Lenders.”
(j) Section 14.7(b) of the Credit Agreement is hereby amended by adding to the end of such
Section a new sentence as follows:
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“Notwithstanding the foregoing, this Section 14.7(b) may only be utilized with
respect to a Non-Consenting Lender in respect of any amendment to this Agreement
after the Amendment No. 1 Effective Date and prior to the one year anniversary of
the Amendment No. 1 Effective Date that has the effect of reducing the Applicable
ABR Margin and the Applicable LIBOR Margin for the Tranche B-1 Term Loans or
European-1 Tranche Term Loans, as the case may be, if such Non-Consenting Lender is
paid a fee equal to 1.0% of the principal amount of such Lender’s Tranche B-1 Term
Loans or European-1 Tranche Term Loans, as the case may be, being replaced and
repaid.”
(k) All references to “Adjusted Total European Tranche Term Loan Commitment”, “Adjusted Total
Tranche A Term Loan Commitment”, “Adjusted Total Tranche B Term Loan Commitment”, “European Tranche
Repayment Amount”, “European Tranche Repayment Date”, “European Tranche Term Loan”, “European
Tranche Term Loan Commitment”, “European Tranche Term Loan Facility”, “European Tranche Term Loan
Lender”, “European Tranche Term Loan Maturity Date”, “Required European Tranche Term Loan Lenders”,
“Required Tranche A Term Loan Lenders”, “Required Tranche B Term Loan Lenders”, “Total European
Tranche Term Loan Commitment”, “Total Tranche A Term Loan Commitment”, “Total Tranche B Term Loan
Commitment”, “Tranche A Repayment Amount”, “Tranche A Repayment Date”, “Tranche A Term Loan”,
“Tranche A Term Loan Commitment”, “Tranche A Term Loan Facility”, “Tranche A Term Loan Lender”,
“Tranche A Term Loan Maturity Date”, “Tranche B Repayment Amount”, “Tranche B Repayment Date”,
“Tranche B Term Loan”, “Tranche B Term Loan Commitment”, “Tranche B Term Loan Facility”, “Tranche B
Term Loan Lender” and “Tranche B Term Loan Maturity Date” (except any such references appearing in
the provisions of clauses (a), (e), (f), (g) and (i) of Section 1 of this Amendment and Section
2.1(a) of the Credit Agreement) in the Credit Agreement and the Credit Documents shall be deemed to
be references to “Adjusted Total European-1 Tranche Term Loan Commitment”, “Adjusted Total Tranche
A-1 Term Loan Commitment”, “Adjusted Total Tranche B-1 Term Loan Commitment”, “European-1 Tranche
Repayment Amount”, “European-1 Tranche Repayment Date”, “European-1 Tranche Term Loan”, “European-1
Tranche Term Loan Commitment”, “European-1 Tranche Term Loan Facility”, “European-1 Tranche Term
Loan Lender”, “European-1 Tranche Term Loan Maturity Date”, “Required European Tranche-1 Term Loan
Lenders”, “Required Tranche A-1 Term Loan Lenders”, “Required Tranche B-1 Term Loan Lenders”,
“Total European-1 Tranche Term Loan Commitment”, “Total Tranche A-1 Term Loan Commitment”, “Total
Tranche B-1 Term Loan Commitment”, “Tranche A-1 Repayment Amount”, “Tranche A-1 Repayment Date”,
“Tranche A-1 Term Loan”, “Tranche A-1 Term Loan Commitment”, “Tranche A-1 Term Loan Facility”,
“Tranche A-1 Term Loan Lender”, “Tranche A-1 Term Loan Maturity Date”, “Tranche B-1 Repayment
Amount”, “Tranche B-1 Repayment Date”, “Tranche B-1 Term Loan”, “Tranche B-1 Term Loan Commitment”,
“Tranche B-1 Term Loan Facility”, “Tranche B-1 Term Loan Lender” and “Tranche B-1 Term Loan
Maturity Date,” respectively.
(l) (a) The Additional European-1 Tranche Term Loan Commitments, Additional Tranche A-1 Term
Loan Commitments and Additional Tranche B-1 Term Loan Commit-
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ments shall not be treated as New Term Loan Commitments as such term is defined in Section
2.14(a); (b) the Additional European-1 Tranche Term Loans, Additional Tranche A-1 Term Loans
and Additional Tranche B-1 Term Loans shall not be treated as New Term Loans as such term is
defined in Section 2.14(c); (c) the Additional European-1 Tranche Term Loan Lenders,
Additional Tranche A-1 Term Loan Lenders and Additional Tranche B-1 Term Loan Lenders shall not be
treated as New Term Loan Lenders as such term is defined in Section 2.14(c); and (d) clause
(k) of Section 1 of this Amendment shall not apply where the context clearly requires otherwise.
Section 2. Representations and Warranties. Each Borrower represents and warrants to
the Lenders as of the date hereof and as of the Amendment No. 1 Effective Date that:
(a) The execution and delivery of this Amendment by the Borrowers has been duly
authorized.
(b) The execution, delivery and performance by each of the Borrowers of this Amendment,
will not (a) contravene any applicable provision of any material law, statute, rule,
regulation, order, writ, injunction or decree of any court or governmental instrumentality,
(b) result in any breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien upon any of the property or assets of any Credit Party or any of
the Restricted Subsidiaries (other than Liens created under the Credit Documents or Liens
subject to the Intercreditor Agreements) pursuant to, the terms of any material indenture,
loan agreement, lease agreement, mortgage, deed of trust, agreement or other material
instrument to which such Credit Party or any of the Restricted Subsidiaries is a party or by
which it or any of its property or assets is bound or (c) violate any provision of the
certificate of incorporation, by-laws or other organizational documents of such Credit Party
or any of the Restricted Subsidiaries.
(c) The representations and warranties set forth in the Credit Agreement and in the
other Credit Documents are true and correct in all material respects with the same effect as
if made on the Amendment No. 1 Effective Date, except to the extent such representations and
warranties expressly relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects as of such earlier
date.
(d) At the time of and after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.
Section 3. Conditions to Effectiveness of Amendment. This Amendment shall become
effective on the first Business Day (the “Amendment No. 1 Effective Date”) on which each of
the following conditions is satisfied:
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(a) The Administrative Agent shall have received (i) from each European Tranche Term Loan
Lender with a European-1 Tranche Term Loan Commitment and from Additional European-1 Tranche Term
Loan Lenders having Additional European-1 Tranche Term Loan Commitments equal in principal amount
to the amount of European Tranche Term Loans held by Non-Consenting European Tranche Term Loan
Lenders, (ii) from each Tranche A Term Loan Lender with a Tranche A-1 Term Loan Commitment and from
Additional Tranche A-1 Term Loan Lenders having Additional Tranche A-1 Term Loan Commitments equal
in principal amount to the amount of Tranche A Term Loans held by Non-Consenting Tranche A Term
Loan Lenders, (iii) from each Tranche B Term Loan Lender with a Tranche B-1 Term Loan Commitment
and from Additional Tranche B-1 Term Loan Lenders having Additional Tranche B-1 Term Loan
Commitments equal in principal amount to the amount of Tranche B Term Loans held by Non-Consenting
Tranche B Term Loan Lenders, (iv) from the Administrative Agent and (v) from each Borrower and
each Guarantor, either (x) a counterpart of this Amendment signed on behalf of such party or (y)
written evidence satisfactory to the Administrative Agent (which may include telecopy transmission
of a signed signature page of this Amendment) that such party has signed a counterpart of this
Amendment;
(b) The Parent Borrower shall have provided the Administrative Agent with a Notice of
Borrowing two Business Days prior to the Amendment No. 1 Effective Date with respect to the
borrowing of Tranche A-1 Term Loans and Tranche B-1 Term Loans on the Amendment No. 1 Effective
Date;
(c) The European Subsidiary Borrower shall have provided the Administrative Agent with a
Notice of Borrowing three Business Days prior to the Amendment No. 1 Effective Date with respect to
the borrowing of European-1 Tranche Term Loans on the Amendment No. 1 Effective Date;
(d) Each Tranche A-1 Term Loan Lender shall have received, if requested at least three
Business Days prior to the date on which each of the other conditions to the Amendment No. 1
Effective Date have been met, one or more Tranche A-1 Term Notes payable to the order of such
Lender duly executed by the Parent Borrower in substantially the form of Exhibit K-1 to the
Credit Agreement, as modified by this Amendment, evidencing its Tranche A-1 Term Loans;
(e) Each Tranche B-1 Term Loan Lender shall have received, if requested at least three
Business Days prior to the date on which each of the other conditions to the Amendment No. 1
Effective Date have been met, one or more Tranche B-1 Term Notes payable to the order of such
Lender duly executed by the Parent Borrower in substantially the form of Exhibit K-2 to the
Credit Agreement, as modified by this Amendment, evidencing its Tranche B-1 Term Loans;
(f) Each European-1 Tranche Term Loan Lender shall have received, if requested at least three
Business Days prior to the date on which each of the other conditions to the Amendment No. 1
Effective Date have been met, one or more European-1 Tranche Term Notes
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payable to the order of such Lender duly executed by the Parent Borrower in substantially the
form of Exhibit K-4 to the Credit Agreement, as modified by this Amendment, evidencing its
European-1 Tranche Term Loans;
(g) The Parent Borrower shall have paid to all Tranche A Term Loan Lenders on the Amendment
No. 1 Effective Date, simultaneously with the making of Tranche A-1 Term Loans under the Credit
Agreement, all accrued and unpaid interest (including any Reserve Amount) on the Tranche A Term
Loans to, but not including, the Amendment No. 1 Effective Date;
(h) The Parent Borrower shall have paid to all Tranche B Term Loan Lenders on the Amendment
No. 1 Effective Date, simultaneously with the making of Tranche B-1 Term Loans under the Credit
Agreement, all accrued and unpaid interest (including any Reserve Amount) on the Tranche B Term
Loans to, but not including, the Amendment No. 1 Effective Date;
(i) The European Subsidiary Borrower shall have paid to all European Tranche Term Loan Lenders
on the Amendment No. 1 Effective Date, simultaneously with the making of European-1 Tranche Term
Loans under the Credit Agreement, all accrued and unpaid interest (including any Reserve Amount) on
the European Tranche Term Loans to, but not including, the Amendment No. 1 Effective Date;
(j) The Administrative Agent shall have received the executed legal opinions, in form and
substance reasonably satisfactory to the Administrative Agent, of (a) Xxxxxxx Xxxxxxx & Xxxxxxxx
LLP, special New York counsel to the Parent Borrower, (b) Xxxxxx X. Xxxxxxxx, General Counsel of
the Parent Borrower and (c) Bass, Xxxxx & Xxxx PLC, special Tennessee counsel to certain of the
U.S. Guarantors;
(k) The Borrowers shall have paid (i) the Agents the fees in the amounts previously agreed in
writing to be received on the Amendment No. 1 Effective Date and (ii) the Administrative Agent all
reasonable costs and expenses (including, without limitation the reasonable fees, charges and
disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the Agents, and local counsel
for the Agents) of the Administrative Agent for which invoices have been presented prior to the
Closing Date; and
(l) At the time of and immediately after giving effect to the Amendment no Default or Event of
Default has occurred and is continuing.
Section 4. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which when so executed and
delivered shall be deemed to be an original, but all of which when taken together shall constitute
a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
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Section 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 6. Headings. The headings of this Amendment are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof.
Section 7. Effect of Amendment. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the
rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Credit
Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other provision of
the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all
respects and shall continue in full force and effect. The Required Lenders agree that the
Borrowers and the Administrative Agent may enter into an Amended and Restated Credit Agreement
after the Amendment No. 1 Effective Date in form and substance satisfactory to the Administrative
Agent to give effect to this Amendment. By executing and delivering a copy hereof, each Borrower
and each Guarantor hereby agrees and confirms that all Obligations (including, without limitation,
the Tranche A-1 Term Loans, the Tranche B-1 Term Loans and the European-1 Tranche Term Loans) shall
be fully guaranteed by the U.S. Guarantors pursuant to the U.S. Guarantee and the European
Obligations (including, without limitation, the European-1 Tranche Term Loans) shall be fully
guaranteed by the European Guarantors pursuant to the European Guarantee, and, in each case, shall
be fully secured pursuant to the applicable Security Documents (including, without limitation, the
Mortgages required to be delivered under Section 9.14 of the Credit Agreement) securing the
applicable Obligations of the Credit Parties.
Section 8. European Security Documents. Within 30 days following the Amendment No. 1
Effective Date (or such longer period as to which the Administrative Agent may consent), the
Administrative Agent shall have received:
(a) executed legal opinions, in form and substance reasonably satisfactory to the
Administrative Agent, of local counsel in the jurisdictions of the United Kingdom and Switzerland;
(b) amended European Security Documents executed by the applicable European Loan Parties, in a
form and substance reasonably satisfactory to the Administrative Agent;
(c) evidence of all applicable corporate approval documentation, in form and substance
reasonably satisfactory to the Administrative Agent, consistent with the Credit Agreement and as
required pursuant to the amended European Security Documents; and
(d) evidence of all applicable registrations as required pursuant to the amended European
Security Documents.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.
| HCA INC. |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Vice President-Finance | |||
| HCA UK CAPITAL LIMITED |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Vice President-Finance | |||
| Each of the U.S. GUARANTORS listed on Schedule II hereto |
||||
| By: | /s/ Xxxx X. Xxxxxx XX | |||
| Name: | Xxxx X. Xxxxxx XX | |||
| Title: | Vice President and Assistant Secretary | |||
| Each of the EUROPEAN GUARANTORS listed on Schedule III hereto |
||||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | CEO | |||
[Amendments No. 1 to
HCA Inc. Credit Agreement]
HCA Inc. Credit Agreement]
| BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swingline Lender, Letter of Credit Issuer and a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Vice President | |||
[Amendments No. 1 to
HCA Inc. Credit Agreement]
HCA Inc. Credit Agreement]
