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Credit Agreement

 

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Title:

Credit Agreement

Entities:

HCA Inc.; Bank of New York

Date:

2006

Size:

Preview shows 41KB of 158KB total

Price:

$61

ID:

#2282376

 

 

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$400,000,000
CREDIT AGREEMENT
among
HCA INC.,
THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO
TIME PARTIES HERETO,
MERRILL LYNCH & CO.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
as Sole Lead Arranger and Sole Bookrunner
and
MERRILL LYNCH CAPITAL CORPORATION
as Administrative Agent
Dated as of May 25, 2006
 


 

 

TABLE OF CONTENTS
                 
            Page  
SECTION 1.   DEFINITIONS     1  
 
  1.1   Defined Terms     1  
 
  1.2   Other Definitional Provisions     12  
SECTION 2.   AMOUNT AND TERMS OF COMMITMENTS     13  
 
  2.1   Term Commitments     13  
 
  2.2   Procedure for Term Loan Borrowing     13  
 
  2.3   Repayment of Term Loans     13  
 
  2.4   Optional Prepayments     13  
 
  2.5   Mandatory Prepayments     14  
 
  2.6   Conversion and Continuation Options     14  
 
  2.7   Limitations on Eurodollar Tranches     15  
 
  2.8   Interest Rates and Payment Dates     15  
 
  2.9   Computation of Interest and Fees     15  
 
  2.10   Inability to Determine Interest Rate     16  
 
  2.11   Pro Rata Treatment and Payments     16  
 
  2.12   Requirements of Law     17  
 
  2.13   Taxes     18  
 
  2.14   Indemnity     20  
 
  2.15   Change of Lending Office     20  
 
  2.16   Replacement of Banks     21  
SECTION 3.   REPRESENTATIONS AND WARRANTIES     21  
 
  3.1   Corporate Organization and Existence     21  
 
  3.2   Subsidiaries     21  
 
  3.3   Financial Information     22  
 
  3.4   Changes in Condition     22  
 
  3.5   Assets     22  
 
  3.6   Litigation     22  
 
  3.7   Tax Returns     23  
 
  3.8   Contracts, etc     23  
 
  3.9   No Legal Obstacle to Agreement     23  
 
  3.10   Defaults     24  
 
  3.11   Burdensome Obligations     24  
 
  3.12   Pension Plans     24  
 
  3.13   Disclosure     24  
 
  3.14   Environmental and Public and Employee Health and Safety Matters     24  
 
  3.15   Federal Regulations     25  
 
  3.16   Investment Company Act; Other Regulations     25  
SECTION 4.   CONDITIONS     25  
 
  4.1   Loan Documents     25  
 
  4.2   Legal Opinions     25  
 
  4.3   Company Officers Certificate     26  
 
  4.4   Legality, etc     26  
 
  4.5   General     26  

ii


 

 

                 
            Page  
 
  4.6   Fees     26  
 
  4.7   Rating     26  
SECTION 5.   GENERAL COVENANTS     26  
 
  5.1   Taxes, Indebtedness, etc     27  
 
  5.2   Maintenance of Properties; Compliance with Law     27  
 
  5.3   Transactions with Affiliates     27  
 
  5.4   Insurance     28  
 
  5.5   Financial Statements     28  
 
  5.6   Ratio of Consolidated Total Debt to Consolidated Total Capitalization     30  
 
  5.7   Interest Coverage Ratio     31  
 
  5.8   Distributions     31  
 
  5.9   Merger or Consolidation     31  
 
  5.10   Sales of Assets     31  
 
  5.11   Compliance with ERISA     31  
 
  5.12   Negative Pledge     32  
 
  5.13   Sale-and-Leaseback Transactions     33  
 
  5.14   Use of Proceeds     33  
SECTION 6.   DEFAULTS     33  
 
  6.1   Events of Default     33  
 
  6.2   Annulment of Defaults     35  
 
  6.3   Waivers     35  
 
  6.4   Course of Dealing     36  
SECTION 7.   THE AGENT     36  
 
  7.1   Appointment     36  
 
  7.2   Delegation of Duties     36  
 
  7.3   Exculpatory Provisions     36  
 
  7.4   Reliance by Agent     37  
 
  7.5   Notice of Default     37  
 
  7.6   Non-Reliance on Agent and Other Banks     37  
 
  7.7   Indemnification     38  
 
  7.8   Agent in Its Individual Capacity     38  
 
  7.9   Successor Agent     38  
 
  7.10   Agents Generally     38  
SECTION 8.   MISCELLANEOUS     38  
 
  8.1   Amendments and Waivers     38  
 
  8.2   Notices     39  
 
  8.3   No Waiver; Cumulative Remedies     40  
 
  8.4   Survival of Representations and Warranties     40  
 
  8.5   Payment of Expenses and Taxes; Indemnity     40  
 
  8.6   Successors and Assigns; Participations; Purchasing Banks     41  
 
  8.7   Adjustments; Set-off     44  
 
  8.8   USA PATRIOT Act     44  
 
  8.9   Counterparts     44  
 
  8.10   GOVERNING LAW     45  
 
  8.11   WAIVERS OF JURY TRIAL     45  
 
  8.12   Submission To Jurisdiction; Waivers     45  

iii


 

 

       
    Page
SCHEDULES:
     
 
     
Schedule I.
  Commitment Amounts; Lending Offices; Addresses for Notice  
Schedule II.
  Subsidiaries of the Company  
Schedule III.
  Indebtedness of the Company and its Subsidiaries  
Schedule IV.
  Applicable Margin  
Schedule V.
  Significant Litigation  
 
     
EXHIBITS:
     
 
     
Exhibit A.
  Form of Term Note  
Exhibit B.
  Form of Commitment Transfer Supplement  
Exhibit C.
  Form of Exemption Certificate  

iv


 

 

     CREDIT AGREEMENT (this Agreement), dated as of May 25, 2006 among HCA INC., a Delaware corporation (the Company), the several banks and other financial institutions from time to time parties hereto (the Banks), MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole Bookrunner, MERRILL LYNCH CAPITAL CORPORATION, as administrative agent (in such capacity, the Agent).
     In consideration of the promises and mutual agreements herein contained and for good and valuable consideration the parties hereto agree as follows:
SECTION 1. DEFINITIONS
     1.1 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
     Administrative Questionnaire: an Administrative Questionnaire in a form supplied by the Agent.
     Affiliate: (a) any director or officer of any corporation or partner or joint venturer or Person holding a similar position in another Person or members of their families, whether or not living under the same roof, or any Person owning beneficially more than 5% of the outstanding common stock or other evidences of beneficial interest of the Person in question, (b) any Person of which any one or more of the Persons described in clause (a) above is an officer, director or beneficial owner of more than 5% of the shares or other beneficial interest and (c) any Person controlled by, controlling or under common control with the Person in question.
     Agent: Merrill Lynch Capital Corporation, in its capacity as administrative agent for the Banks hereunder.
     Aggregate Exposure: with respect to any Bank at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Banks Commitment at such time and (b) thereafter, the aggregate then unpaid principal amount of such Banks Term Loans.
     Aggregate Exposure Percentage: with respect to any Bank at any time, the ratio (expressed as a percentage) of such Banks Aggregate Exposure at such time to the Aggregate Exposure of all Banks at such time.
     Agreement: as defined in the preamble hereto.
     Alternate Base Rate: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: Prime Rate shall mean the rate of interest per annum publicly announced from time to time by the Agent as its prime rate in effect at its principal office in New York City (each change in the Prime Rate to be effective on the date such change is publicly announced); Base CD Rate shall mean the sum of (a) the


 

2

product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is one and the denominator of which is one minus the C/D Reserve Percentage and (b) the C/D Assessment Rate; Three-Month Secondary CD Rate shall mean, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day shall not be a Business Day, the next preceding Business Day) by the Board of Governors of the Federal Reserve System (the Board) through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day), or, if such rate shall not be so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 A.M., New York City time, on such day (or, if such day shall not be a Business Day, on the next preceding Business Day) by the Agent from three New York City negotiable certificate of deposit dealers of recognized standing selected by it; C/D Reserve Percentage shall mean, for any day, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board (or any successor), for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding one billion Dollars in respect of new non-personal three-month certificates of deposit in the secondary market in Dollars in New York City and in an amount of $100,000 or more; C/D Assessment Rate shall mean, for any day, the net annual assessment rate (rounded upward to the nearest 1/100 of 1%) determined by Merrill to be payable on such day to the Federal Deposit Insurance Corporation or any successor (the FDIC) for FDICs insuring time deposits made in Dollars at offices of Merrill in the United States; and Federal Funds Effective Rate shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Agent from three federal funds brokers of recognized standing selected by it. If for any reason the Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Base CD Rate or the Federal Funds Effective Rate, or both, for any reason, including the inability or failure of the Agent to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) or (c), or both, of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate, respectively.

 

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