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Credit Agreement

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Title:

Credit Agreement

Entities:

Banc of America Securities LLC; Citicorp USA, Inc.; Health Management Associates Inc.; JPMorgan Chase Bank; U.S. Bank, NA; Wachovia Bank, NA; Bank of New York

Date:

2007

Size:

Preview shows 68KB of 626KB total

Price:

$99

ID:

#2732865

► Loans ► Credit Agreements
► Financial
► Financial ► Money Center Banks
► Healthcare ► Healthcare Facilities

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CREDIT AGREEMENT

Dated as of February 16, 2007

among

HEALTH MANAGEMENT ASSOCIATES, INC.,

as the Borrower,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer,

WACHOVIA BANK, NATIONAL ASSOCIATION

as Syndication Agent,

CITIBANK, N.A.,

JPMORGAN CHASE BANK, N.A.,

and

SUNTRUST BANK,

as Co-Documentation Agents,

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger and Joint Book Manager

and

WACHOVIA CAPITAL MARKETS, LLC,

as Joint Book Manager

TABLE OF CONTENTS


Section		Page
	ARTICLE I.

	DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	35
1.03	Accounting Terms	36
1.04	Rounding	37
1.05	References to Agreements and Laws	37
1.06	Times of Day	37
1.07	Letter of Credit Amounts	37

	ARTICLE II.

	THE COMMITMENTS AND CREDIT EXTENSIONS
2.01	Loans	37
2.02	Borrowings, Conversions and Continuations of Loans	38
2.03	Letters of Credit	39
2.04	Swing Line Loans	47
2.05	Prepayments	50
2.06	Termination or Reduction of Commitments	54
2.07	Repayment of Loans	55
2.08	Interest	56
2.09	Fees	57
2.10	Computation of Interest and Fees	57
2.11	Evidence of Debt	57
2.12	Payments Generally	58
2.13	Sharing of Payments	59
2.14	Increase in Revolving Credit Commitment	60
2.15	Additional Term Loans	62

	ARTICLE III.

	TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes	63
3.02	Illegality	64
3.03	Inability to Determine Rates	65
3.04	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans	65
3.05	Compensation for Losses	66
3.06	Matters Applicable to All Requests for Compensation	66
3.07	Survival	67

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Section		Page

	ARTICLE IV.

	CONDITIONS PRECEDENT TO EFFECTIVENESS AND CREDIT EXTENSIONS

4.01	Conditions of Effectiveness	67
4.02	Conditions of Initial Credit Extension	68
4.03	Conditions to All Credit Extensions	72

	ARTICLE V.

	REPRESENTATIONS AND WARRANTIES

5.01	Existence, Qualification and Power; Compliance with Laws	72
5.02	Authorization; No Contravention	73
5.03	Governmental Authorization; Other Consents	73
5.04	Binding Effect	73
5.05	Solvency	73
5.06	Subsidiaries and Other Equity Investments	74
5.07	Financial Statements; No Material Adverse Effect	74
5.08	Ownership of Property; Investments	75
5.09	Taxes	75
5.10	Other Agreements	75
5.11	Contract Providers	76
5.12	Litigation	76
5.13	Margin Stock	76
5.14	Investment Company Act	77
5.15	Intellectual Property	77
5.16	Disclosure	77
5.17	ERISA Compliance	77
5.18	No Default	78
5.19	Environmental Compliance	78
5.20	Employment Matters	79
5.21	RICO	80
5.22	Insurance	80
5.23	Reimbursement from Third Party Payors	80
5.24	Fraud and Abuse	80
5.25	Licensing and Accreditation	81
5.26	Compliance with Laws	81
5.27	Collateral Documents	82

	ARTICLE VI.

	AFFIRMATIVE COVENANTS

6.01	Financial Statements	82
6.02	Certificates; Other Information	83
6.03	Notices	85

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Section		Page
6.04	Maintenance of Properties	86
6.05	Existence, Qualification, Etc	86
6.06	Compliance with Regulations; Payment of Obligations	86
6.07	Maintenance of Insurance	86
6.08	Books and Records	87
6.09	Inspection Rights	87
6.10	Compliance with Laws	87
6.11	Governmental Licenses	87
6.12	Use of Proceeds	87
6.13	Covenant to Guarantee Obligations and Give Security	88
6.14	Notice of Environmental Complaint or Condition	89
6.15	Environmental Compliance	89
6.16	Further Assurances	90
6.17	Interest Rate Hedging	90
6.18	Continued Operations	90
6.19	Designation of Subsidiaries	90

	ARTICLE VII.

	NEGATIVE COVENANTS

7.01	Liens	92
7.02	Indebtedness	94
7.03	Investments	96
7.04	Fundamental Changes	99
7.05	Dispositions	100
7.06	Restricted Payments	101
7.07	Change in Nature of Business	102
7.08	Transactions with Affiliates	102
7.09	Burdensome Agreements	103
7.10	Use of Proceeds	103
7.11	Financial Covenants.	104
7.12	Capital Expenditures	106
7.13	Amendments of Organization Documents	107
7.14	Accounting Changes	107
7.15	Prepayments, Etc. of Indebtedness	107
7.16	Amendment, Etc. of Related Documents and Indebtedness	107
7.17	Partnership, Etc.	108
7.18	Creation of Subsidiaries	108

	ARTICLE VIII.

	EVENTS OF DEFAULT AND REMEDIES

8.01	Events of Default	108
8.02	Remedies upon Event of Default	111
8.03	Application of Funds	111

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Section		Page
	ARTICLE IX.

	ADMINISTRATIVE AGENT
9.01	Appointment and Authority	112
9.02	Rights as a Lender	113
9.03	Exculpatory Provisions	113
9.04	Reliance by Administrative Agent	114
9.05	Delegation of Duties	114
9.06	Resignation of Administrative Agent	114
9.07	Non-Reliance on Administrative Agent and Other Lenders	115
9.08	Administrative Agent in Its Individual Capacity	116
9.09	No Other Duties, Etc	116
9.10	Administrative Agent May File Proofs of Claim	116
9.11	Collateral and Guaranty Matters	117

	ARTICLE X.

	MISCELLANEOUS
10.01	Amendments, Etc.	118
10.02	Notices; Effectiveness; Electronic Communications	120
10.03	No Waiver; Cumulative Remedies	121
10.04	Expenses; Indemnity; Damage Waiver	122
10.05	Payments Set Aside	124
10.06	Successors and Assigns	124
10.07	Treatment of Certain Information; Confidentiality	128
10.09	Right of Setoff	129
10.10	Interest Rate Limitation	129
10.11	Counterparts; Integration; Effectiveness	130
10.12	Survival of Representations and Warranties	130
10.13	Severability	130
10.14	Tax Forms	130
10.15	Replacement of Lenders	132
10.16	Governing Law; Jurisdiction; Etc	133
10.17	Waiver of Jury TRIAL	133
10.18	No Advisory or Fiduciary Responsibility	134
10.19	USA PATRIOT Act Notice	134

-iv-

The schedules and exhibits to the Credit Agreement are listed below. Upon request, Health Management Associates, Inc. will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission.

SCHEDULES


1.01(a)		Existing Letters of Credit
1.01(b)		Joint Venture Subsidiaries
1.01(c)		Non-Guarantor Subsidiaries
2.01		Commitments and Applicable Percentages
4.02(a)(iv)		Mortgaged Properties
4.02(a)(x)		Local Counsel
5.06		Subsidiaries and Other Equity Investments; Unrestricted Subsidiaries
5.08		Existing Liens
5.09		Tax Matters
5.20		Employment Matters
6.13		Guarantors
7.02		Certain Indebtedness
7.03(e)		Certain Investments
7.09		Certain Agreements
10.02		Administrative Agent?s Office; Certain Addresses for Notices

EXHIBITS

Form of


A		Committed Loan Notice

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