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AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

Loan Agreement

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT | Document Parties: Bank of America, N.A. | Citicorp North America, Inc | Co-Syndication Agents, Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner | Credit Issuer, JPMorgan Chase Bank, NA | HCA Inc | HCA UK Capital Limited | Joint Lead Arrangers and Bookrunners, Deutsche Bank Securities Inc | Merrill Lynch Capital Corporation | Merrill Lynch, Pierce, Fenner & Smith Incorporated | Wachovia Capital Markets LLC You are currently viewing:
This Loan Agreement involves

Bank of America, N.A. | Citicorp North America, Inc | Co-Syndication Agents, Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner | Credit Issuer, JPMorgan Chase Bank, NA | HCA Inc | HCA UK Capital Limited | Joint Lead Arrangers and Bookrunners, Deutsche Bank Securities Inc | Merrill Lynch Capital Corporation | Merrill Lynch, Pierce, Fenner & Smith Incorporated | Wachovia Capital Markets LLC

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Title: AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
Governing Law: New York     Date: 8/2/2007
Law Firm: Cahill Gordon;Simpson Thacher;Bass Berry    

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT, Parties: bank of america  n.a. , citicorp north america  inc , co-syndication agents  banc of america securities llc  j.p. morgan securities inc.  citigroup global markets inc. and merrill lynch  pierce  fenner , credit issuer  jpmorgan chase bank  na , hca inc , hca uk capital limited , joint lead arrangers and bookrunners  deutsche bank securities inc , merrill lynch capital corporation , merrill lynch  pierce  fenner & smith incorporated , wachovia capital markets llc
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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;

 

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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.

 

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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 Date, as evidenced by such European Tranche Term Loan Lender executing and delivering Amendment No. 1.

 

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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 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

 

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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

 

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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.

 

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(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


 
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