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Credit Agreement,

Loan Agreement

Credit Agreement, | Document Parties: 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 | 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

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 | 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: Credit Agreement,
Governing Law: New York     Date: 6/22/2009
Industry: Healthcare Facilities     Law Firm: Cahill Gordon     Sector: Healthcare

Credit Agreement,, Parties: 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 , 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 4.1

EXECUTION VERSION

           AMENDMENT No. 3 , dated as of June 18, 2009 (this “ Amendment ”), to the Credit Agreement, dated as of November 17, 2006 (as amended on February 16, 2007 and further amended on March 2, 2009, 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 have the meanings provided in the Credit Agreement.

          WHEREAS, Section 14.1 of the Credit Agreement permits the Required Lenders or, with the consent of the Required Lenders, the Administrative Agent and/or the Collateral Agent, as applicable, to enter into amendments, supplements or other modifications to the Credit Agreement and the other Credit Documents with the relevant Credit Parties;

          WHEREAS, the Credit Parties desire to amend the Credit Agreement and the other Credit Documents on the terms set forth herein;

          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 .

          (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical order:

          “ Amendment No. 3 ” shall mean Amendment No. 3 to this Agreement, dated as of June 18, 2009.

          “ Existing Class ” shall have the meaning set forth in Section 2.14(f)

          “ Extended Repayment Date ” shall have the meaning provided in Section 2.5(d) .

          “ Extended Term Loan Repayment Amount ” shall have the meaning provided in Section 2.5(d) .

          “ Extended Term Loans ” shall have the meaning set forth in Section 2.14(f) .

 


 

          “ Extending Lender ” shall have the meaning set forth in Section 2.14(f) .

          “ Extension Amendment ” shall have the meaning set forth in Section 2.14(f) .

          “ Extension Election ” shall have the meaning set forth in Section 2.14(f) .

          “ Extension Request ” shall have the meaning set forth in Section 2.14(f) .

          “ Extension Series ” shall mean all Extended Term Loans that are established pursuant to the same Extension Amendment (or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Term Loans provided for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, extension fees and amortization schedule.

          “ Refinancing Term Loans ” shall mean any New Term Loans designated as “Refinancing Term Loans” in the applicable Joinder Agreement.

          “ Replacement Revolving Credit Commitments ” shall have the meaning set forth in Section 2.14(b)(ii) .

          “ Replacement Revolving Credit Loan ” shall have the meaning set forth in Section 2.14(b)(ii) .

          “ Replacement Revolving Credit Series ” shall have the meaning set forth in Section 2.14(b)(ii) .

          “ Section 2.14(e) Additional Amendment ” shall have the meaning set forth in Section 2.14(e) .

          “ Section 2.14(f) Additional Amendment ” shall have the meaning set forth in Section 2.14(f)(iii) .

          (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Class” contained therein and replacing it with the following:

          “ Class ”, when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans, New Revolving Loans, Tranche A-1 Term Loans, Tranche B-1 Term Loans, European-1 Tranche Term Loans, New Term Loans (of the same Series), Extended Term Loans (of the same Extension Series), Replacement Revolving Credit Loans (made pursuant to the same Replacement Revolving Credit Series of Replacement Revolving Credit Commitments) or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, a Replacement Revolving Credit Commitment (of the same Replacement Revolving Credit Series), Tranche A-1 Term Loan Commitment, Tranche B-1 Term Loan Commitment, European-1 Tranche Term Loan Commitment or a New Term Loan Commitment.

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          (c) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Debt Incurrence Prepayment Event” contained therein and replacing it with the following:

          “ Debt Incurrence Prepayment Event ” shall mean any issuance or incurrence by the Parent Borrower or any of the Restricted Subsidiaries of (x) any Indebtedness (excluding any Indebtedness permitted to be issued or incurred under Section 10.1 other than Section 10.1(o) or Section 10.1(y)(i) ) or (y) any Refinancing Term Loans.

          (d) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “European Credit Facility” contained therein and replacing it with the following:

          “ European Credit Facility ” shall mean the Credit Facility consisting of the European-1 Tranche Term Loan Commitments, the European-1 Tranche Term Loans and any Extended Term Loans in respect of European-1 Tranche Term Loans.

          (e) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “European Obligations” contained therein and replacing it with the following:

          “ European Obligations ” shall mean all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Credit Document or otherwise, in each case with respect to any European-1 Tranche Term Loan or any Extended Term Loans in respect of European-1 Tranche Term Loans or under any Secured Cash Management Agreement or Secured Hedge Agreement, and in each case, entered into with the European Subsidiary Borrower or any other European Subsidiary, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

          (f) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Repayment Amount” contained therein and replacing it with the following:

          “ Repayment Amount ” shall mean the Tranche A-1 Repayment Amount, the Tranche B-1 Repayment Amount, the European-1 Tranche Repayment Amount, a New Term Loan Repayment Amount with respect to any Series or an Extended Term Loan Repayment Amount with respect to any Extension Series, as applicable.

          (g) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Term Loans” contained therein and replacing it with the following:

          “ Term Loans ” shall mean the Tranche A-1 Term Loans, the Tranche B-1 Term Loans, the European-1 Tranche Term Loans, any New Term Loans and any Extended Term Loans, collectively.

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          (h) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “U.S. Credit Facilities” contained therein and replacing it with the following:

           “U.S. Credit Facilities” shall mean the Tranche A-1 Term Loan Facility, the Tranche B-1 Term Loan Facility, the New Term Loans (of each Series) and the Extended Term Loans (of each Extension Series) (to the extent made to the Parent Borrower) and the Revolving Credit Facility.

          (i) Section 2.5(d) of the Credit Agreement is hereby amended by adding a new sentence at the end of such clause as follows:

     In the event that any Extended Term Loans are established, such Extended Term Loans shall, subject to Section 2.14(f) , be repaid by the applicable Borrower in the amounts (each such amount with respect to any Extended Repayment Date, an “ Extended Term Loan Repayment Amount ”) and on the dates (each an “ Extended Repayment Date ”) set forth in the applicable Extension Amendment.

          (j) Section 2.14(a) of the Credit Agreement is hereby amended by (i) adding the words “or replacement classes of” immediately after the words “increases in” in the first clause (y) in such Section and (ii) adding the phrase “(which amount for purposes of this limitation shall be calculated exclusive of (A) the amount any New Term Loan Commitments in respect of Refinancing Term Loans and (B) the amount of any Replacement Revolving Credit Commitments that were not established in reliance on subclause (a)(y) of the proviso to Section 2.14(b)(ii) )” after the first occurrence of the phrase “aggregate amount” therein.

          (k) Section 2.14(b) of the Credit Agreement is hereby amended by (i) adding “(i)” prior to the first word thereof, (ii) inserting the phrase “(other than Replacement Revolving Credit Commitments)” immediately after the first occurrence of the word “Commitments” in such Section and adding new subclauses (ii) and (iii) at the end of Section 2.14(b) as follows:

     “(ii) At the option of the Parent Borrower and the New Lenders providing such New Revolving Credit Commitments, any New Revolving Credit Commitments may be in the form of one or more separate classes of revolving credit commitments (the “ Replacement Revolving Credit Commitments ”) which shall constitute a separate Class of Commitments from the Revolving Credit Commitments (each such separate Class of Replacement Revolving Credit Commitments, a “ Replacement Revolving Credit Series ” and each Loan thereunder, a “ Replacement Revolving Credit Loan ”) shall constitute a separate Class of Loans from the Revolving Credit Loans (it being understood that Replacement Revolving Credit Commitments of a single Replacement Revolving Credit Series may be established on more than one date); provided that:

     (a) the aggregate principal amount of Replacement Revolving Credit Commitments in effect at any time, when aggregated with the aggregate principal amount of Revolving Credit Commitments at such time, shall not exceed the sum of (x) (A) $2,000,000,000 plus (B) the amount of Replacement Revolving Credit Commitments previously established prior to such date pursuant to the following subclause (y) plus (y) solely to the extent the applicable Joinder Agreement pro-

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vides that the Replacement Revolving Credit Commitments are being made in reliance on this subclause (y) , the remainder if positive of (A) $1,500,000,000 minus (B) the Excess Amount on the date such Replacement Revolving Credit Commitments are established minus (C) the aggregate amount of New Term Loan Commitments (excluding New Term Loan Commitments for Refinancing Term Loans) established on or prior to such date minus (D) the aggregate amount of Replacement Revolving Credit Commitments previously established in reliance on this subclause (y) ;

     (b) there shall be no more than three Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Credit Commitments outstanding at any time;

     (c) the terms of such Replacement Revolving Credit Commitments, except for the tenor of the Replacement Revolving Credit Commitments (which shall have a scheduled expiration date no earlier than the Revolving Credit Maturity Date), the size of any swingline loan and/or letter of credit subfacilities under such Replacement Revolving Credit Commitments and the applicable interest rates and Fees payable with respect to such Replacement Revolving Credit Commitments (which shall be as specified in the applicable Joinder Agreement), shall be substantially identical to the terms of the Revolving Credit Commitments or Replacement Revolving Credit Commitments being replaced thereby (unless otherwise consented to by the Administrative Agent); and

     (d) in connection with the establishment of any Replacement Revolving Credit Commitments that will include swingline loan and/or letter of credit subfacilities, any amendment to this Agreement pursuant to Section 2.14(e) may include provisions relating to swingline loans and/or letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially identical (except for the overall size of such subfacilities, which shall be specified in the applicable Joinder Agreement) to the terms relating to Swingline Loans and Letters of Credit with respect to the Revolving Credit Commitments or otherwise reasonably acceptable to the Administrative Agent and any applicable swingline lender or letter of credit issuer thereunder.

     (iii) On any Increased Amount Date on which Replacement Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) the Revolving Credit Loans or Replacement Revolving Credit Loans, as applicable, of any existing Revolving Credit Lender who is providing a new Replacement Revolving Credit Commitment on such date and whose existing Revolving Credit Commitment or Replacement Revolving Credit Commitment, as applicable, is being reduced on such date pursuant to clause (a) of the first proviso to Section 4.2 (or the corresponding provision in any Joinder Agreement with respect to Replacement Revolving Credit Commitments) in connection therewith shall be converted into Replacement Revolving Credit Loans under such Lender’s new Replacement Revolving Credit Commitment being provided on such date in the same ratio as (x) the amount of such Lender’s new Replacement Revolving Credit Commitment bears to (y) the aggregate amount of such

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Lenders existing Revolving Credit Commitment or Replacement Revolving Credit Commitment of such Class prior to any reduction of such Lender’s Revolving Credit Commitment or Replacement Revolving Credit Commitment pursuant to clause (a) of the first proviso to Section 4.2 (or the corresponding provision in any Joinder Agreement with respect to Replacement Revolving Credit Commitments) in connection therewith and (b) each of the New Revolving Loan Lenders with Replacement Revolving Credit Commitments of the applicable Class shall purchase from each of the other Lenders with Replacement Revolving Credit Commitments of such Class, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Credit Loans under such Class of Replacement Revolving Credit Commitments so converted or outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Credit Loans of such Class will be held by New Revolving Loan Lenders with such Class of Replacement Revolving Credit Commitments ratably in accordance with their respective Replacement Revolving Credit Commitments of such Class.”

          (l) Subclauses (i) and (ii) of the proviso to Section 2.14(d) of the Credit Agreement are hereby restated in their entirety as follows:

“(i) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the Tranche B-1 Term Loan Maturity Date and the mandatory prepayment and other payment rights of the New Term Loans and the existing Tranche B-1 Term Loans (other than with respect to any Debt Incurrence Prepayment Event and any scheduled amortization) shall be identical, (ii) the rate of interest and the amortization schedule applicable to the New Term Loans of each Series, and the rights thereof (if any) to participate in any Debt Incurrence Prepayment Event, shall be determined by the Parent Borrower and the applicable new Lenders and set forth in the applicable Joinder Agreement; provided, that (x) the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Tranche B-1 Term Loans, (y) in no event shall any Series of New Term Loans be entitled to participate in any Debt Incurrence Prepayment Event on a basis that would require a greater proportionate repayment thereof from any such Debt Incurrence Prepayment Event than that applicable to the Tranche A-1 Term Loans, Tranche B-1 Term Loans or European-1 Tranche Term Loans (for so long as any of such Classes of Term Loans are outstanding) or that would result in the proportionate repayment thereof from any such Debt Incurrence Prepayment Event, when added to the proportionate repayments required with respect to all other Classes of Term Loans then outstanding, exceeding the amount of Net Cash Proceeds from such Debt Incurrence Prepayment Event and (z) notwithstanding anything to the contrary in this Section 2.14 or otherwise, no Refinancing Term Loans of any Series shall be prepaid from any Debt Incurrence Prepayment Event until all outstanding Tranche A-1 Term Loans, Tranche B-1 Term Loans and European-1 Tranche Term Loans have been repaid”.

          (m) Section 2.14(d) of the Credit Agreement is hereby amended by replacing the word “and” before “(iii)” with “,” and inserting the following at the end of clause (iii):

“and (iv) the Joinder Agreement for any New Term Loans may, but shall not be required to, impose additional requirements (not inconsistent with the provisions of this Agree-

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ment in effect at such time) with respect to the final maturity and weighted average life to maturity of New Term Loans incurred following the date of the applicable Joinder Agreement”.

          (n) Section 2.14(e) of the Credit Agreement is hereby amended by adding a new sentence at the end of such clause as follows:

     “In addition to any terms and provisions in any Joinder Agreement, and any changes or amendments to this Agreement or any other Credit Document provided for therein, in each case, that are re


 
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