|
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, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
Joint Lead Arrangers and Bookrunners, Deutsche Bank Securities Inc.
and Wachovia Capital Markets LLC, as Joint Bookrunners, and Merrill
Lynch 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;
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;
-2-
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;
WHEREAS, Banc of America
Securities LLC, J.P. Morgan Securities Inc., Citigroup Global
Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
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.
-3-
“ 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 Date, as
evidenced by such European Tranche Term Loan Lender executing and
delivering Amendment No. 1.
-4-
“ 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.
-5-
“ 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 A-1 Term Loan, Tranche B-1 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 A-1
Term Loans |
|
|
Tranche B-1
Term Loans |
|
|
Revolving Credit and
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 A-1 Term Loan, Tranche B-1 Term
Loan, European-1
-6-
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: |
|
| |
Tranche A-1
Term Loans |
|
|
Tranche B-1
Term Loans |
|
|
European-1
Tranche
Term Loans |
|
|
Revolving
Credit
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
-7-
Additional 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
Lenders shall remain in effect for the Additional Tranche B-1 Term
Loans following any such repayment.
-8-
(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
Credi
|