REGISTRATION RIGHTS AGREEMENT Dated as of November 17, 2006 Among HCA INC., THE GUARANTORS LISTED ON SCHEDULE I HERETO and CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. and MERRILL LYNCH, PIERCE, FENNER &...Registration Rights Agreement • November 24th, 2006 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of November 9, 2006 (the “Purchase Agreement”), by and among Hercules Holding II, LLC (“Hercules Holding”) and the Initial Purchasers, which provides for, among other things, the sale by the Issuer to the Initial Purchasers of $1,000,000,000 aggregate principal amount of the Issuer’s 9 1/8% Senior Secured Notes due 2014 (the “2014 Cash-Pay Notes”), $3,200,000,000 aggregate principal amount of the Issuer’s 9 1/4% Senior Secured Notes due 2016 (the “2016 Cash-Pay Notes”) and $1,500,000,000 aggregate principal amount of the Issuer’s 9 5/8%/10 3/8% Senior Secured Toggle Notes due 2016 (the “Toggle Notes” and, together with the 2014 Cash-Pay Notes and the 2016 Cash-Pay Notes, the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among the Issuer, the Guarantors and The Bank of New York, as trustee (the “Trustee”). Pu
SECURITY AGREEMENTSecurity Agreement • November 24th, 2006 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • New York
THIS SECURITY AGREEMENT dated as of November 17, 2006, among HCA Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.13 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are referred to collectively as the “Grantors”), and Bank of America, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties.
CREDIT AGREEMENT Dated as of November 17, 2006 among HCA INC., as the Parent Borrower, THE SEVERAL SUBSIDIARY BORROWERS PARTY HERETO, The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Swingline...Credit Agreement • November 24th, 2006 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • New York
WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance therewith, the “Acquisition Agreement”), dated as of July 24, 2006, by and among HCA, Holdings and Merger Sub, Merger Sub will merge with and into HCA (the “Merger”), with HCA surviving the Merger as a wholly-owned Subsidiary of Holdings;
SECURITY AGREEMENTSecurity Agreement • November 24th, 2006 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • New York
THIS SECURITY AGREEMENT dated as of November 17, 2006, among HCA Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on Schedule 1 hereto or that becomes a party hereto pursuant to Section 8.13 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are referred to collectively as the “Grantors”), and The Bank of New York, as Collateral Agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below).
ContractHca Inc/Tn • November 24th, 2006 • Services-general medical & surgical hospitals, nec • New York
GUARANTEE dated as of November 17, 2006, by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “U.S. Guarantors” and individually, a “U.S. Guarantor”), in favor of the Administrative Agent for the benefit of the Secured Parties.
CREDIT AGREEMENT Dated as of November 17, 2006 among HCA INC., as the Parent Borrower, HCA UK CAPITAL LIMITED, as the European Subsidiary Borrower, The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent,...Credit Agreement • November 24th, 2006 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • New York
WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance therewith, the “Acquisition Agreement”), dated as of July 24, 2006, by and among HCA, Holdings and Merger Sub, Merger Sub will merge with and into HCA (the “Merger”), with HCA surviving the Merger as a wholly-owned Subsidiary of Holdings;
PLEDGE AGREEMENTPledge Agreement • November 24th, 2006 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • New York
PLEDGE AGREEMENT dated as of November 17, 2006 among HCA Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages hereto or that becomes a party hereto pursuant to Section 9 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors and the Company are referred to collectively as the “Pledgors”) and Bank of America, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties (as defined below).
PLEDGE AGREEMENTPledge Agreement • November 24th, 2006 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • New York
PLEDGE AGREEMENT dated as of November 17, 2006 among HCA Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on Schedule 1 hereto or that becomes a party hereto pursuant to Section 9 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors and the Company are referred to collectively as the “Pledgors”) and The Bank of New York, as Collateral Agent (in such capacity, the “Collateral Agent”) under the Indenture (as defined below) for the benefit of the Secured Parties (as defined below).
SECURITY AGREEMENTSecurity Agreement • November 24th, 2006 • Hca Inc/Tn • Services-general medical & surgical hospitals, nec • New York
THIS SECURITY AGREEMENT dated as of November 17, 2006, among HCA Inc., a Delaware corporation (the “Parent Borrower”), each of the Subsidiary Borrowers listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.13 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Parent Borrower are referred to collectively as the “Grantors”), and Bank of America, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties.
