EX-10.1 FIRST AMENDMENT TO CREDIT AGREEMENT

EX-10.1 2 g97991exv10w1.txt EX-10.1 FIRST AMENDMENT TO CREDIT AGREEMENT Exhibit 10.1 FIRST AMENDMENT FIRST AMENDMENT, dated as of November 3, 2005 (this "Amendment"), to the Credit Agreement, dated as of November 9, 2004 (the "Credit Agreement"), among HCA INC., a Delaware corporation (the "Borrower"), the several banks and other financial institutions from time to time parties hereto (the "Banks"), BANK OF AMERICA, N.A., as Documentation Agent and Co-Arranger, CITICORP NORTH AMERICA, INC., DEUTSCHE BANK SECURITIES INC., MIZUHO CORPORATE BANK, LTD. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agents and Co-Arrangers, THE BANK OF NOVA SCOTIA, MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SUNTRUST BANK, as Senior Managing Agents, THE BANK OF NEW YORK, KEY BANK and CALYON NEW YORK BRANCH, as Managing Agents, AMSOUTH BANK, FIFTH THIRD BANK, N.A., THE NORTHERN TRUST COMPANY, SUMITOMO BANK, US BANK, NA and UNION PLANTERS BANK, N.A, as Co-Agents, J.P. MORGAN SECURITIES INC., as Sole Advisor, Lead Arranger and Bookrunner, and JPMORGAN CHASE BANK, N.A. (formerly known as JPMORGAN CHASE BANK), as administrative agent (in such capacity, the "Agent"). WITNESSETH: WHEREAS, the Borrower has requested that the Credit Agreement be amended as set forth herein; and WHEREAS, the Required Banks have agreed to such amendment and have authorized the Agent to execute this Amendment in accordance with the terms and conditions set forth herein; NOW THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 2. Amendment to Section 6.6. Section 6.6 of the Credit Agreement is hereby amended by deleting the section in its entirety and inserting in lieu thereof the following: 6.6 Ratio of Consolidated Total Debt to Consolidated Total Capitalization. The Company and its Subsidiaries will not at any time have outstanding Consolidated Total Debt in an amount in excess of (i) 75% of Consolidated Total Capitalization from the Closing Date through September 30, 2005, (ii) 80% of Consolidated Total Capitalization from October 1, 2005 through December 30, 2006, (iii) 75% of Consolidated Total Capitalization from December 31, 2006 through December 30, 2007, (iv) 70% of Consolidated Total Capitalization from December 31, 2007 through December 30, 2008 and (v) 65% of Consolidated Total Capitalization from December 31, 2008 and thereafter. 3. Effective Date; Conditions Precedent. This Amendment shall become effective on November 3, 2005 (the "Effective Date") subject to the compliance by the Borrower with its agreements herein contained and to the satisfaction on or before the Effective Date of the following further conditions: (a) Loan Documents. The Agent shall have received counterparts hereof duly executed by the Borrower, the Agent and the Required Banks. (b) Fees. The Agent shall have received, for the account of each Bank which executes and delivers this Amendment on or prior to 5:00 p.m. New York City time on October 27, 2005, an amendment fee in an amount equal to 3 basis points on such Bank's Commitment as in effect prior to the Effective Date, payable in immediately available funds on or before the Effective Date. 4. Representations and Warranties. The Borrower hereby represents and warrants on the date hereof that (i) all of the Borrower's representations and warranties contained in the Credit Agreement are true and correct in all material respects as of the date hereof (except for representations and warranties made as of a specified date, which shall be true and correct as of such date) and (ii) no Default shall have occurred (except a Default which shall have been waived in writing or which shall have been cured) and no Default shall exist before and after giving effect to this Amendment. 5. Continuing Effect of Credit Agreement. This Amendment shall not be construed as a waiver of or consent to any further or future action on the part of the Borrower that would require a waiver or consent by the Agent and/or the Banks. Except as expressly amended hereby, the Credit Agreement shall continue to be and shall remain in full force and effect in accordance with its terms. 6. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 8. Expenses. The Borrower agrees to pay or reimburse the Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Agent. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first written above. HCA INC. By: /s/ David G. Anderson ---------------------------------------------- Name: David G. Anderson -------------------------------------------- Title: Senior Vice President-Finance and Treasurer ------------------------------------------- JPMORGAN CHASE BANK, N.A., as Agent and as a Bank By: /s/ Dawn Lee Lum ---------------------------------------------- Name: Dawn Lee Lum -------------------------------------------- Title: Vice President ------------------------------------------- Am South Bank [NAME OF LENDER] By: Bill Berrell ------------------------------------ Name: Bill Berrell Title: Vice President BABSON CLO LTD. 2005-II By: Babson Capital Management LLC as Collateral Manager By: /s/ Glenn P Duffy ---------------------------- Name: Glenn P Duffy, CFA -------------------------- Title: Managing Director ------------------------- Bank of America, N.A. By: /s/ Kevin Wagley ---------------------------- Name: Kevin Wagley -------------------------- Title: Senior Vice President ------------------------- Bank of Communications, New York Branch By: /s/ Yuning Liu -------------------------------- Name: Yuning Liu Title: Deputy General Manager The Bank of Nova Scotia By: /s/ Dana C. Maloney ---------------------------- Dana C. Maloney Managing Director Bank of Taiwan, New York Agency By: /s/ Eunice S.J. Yeh --------------------------- Name: Eunice S.J. Yeh Title: SVP & GM [NAME OF LENDER]: Monument Park CDO Ltd. Blackstone Debt Advisors L.P. As Collateral Manager By: /s/ DEAN T CRIARES ----------------------------- Name: DEAN T CRIARES Title: Managing Director BNP PARIBAS By: /s/ William Duke --------------------- Name: William Duke Title: Director The Bank of New York By: /s/ Christopher T. Kordes ------------------------- Name: Christopher T. Kordes Title: Vice President Carolina First Bank By: /s/ Charles D. Chamberlain -------------------------- Charles D. Chamberlain Executive Vice President CITICORP NORTH AMERICA, INC. By: /s/ Allen Fisher ---------------------- Name: Allen Fisher Title: Director CALYON New York Branch, as a Lender By: /s/ Charles Heidsieck ------------------------------ Name: Charles Heidsieck Title: Managing Director By: /s/ Thomas Randolph ------------------------------ Name: Thomas Randolph Title: Director Deutsche Bank AG New York Branch By: /s/ Frederick W. Laird ------------------------------- Name: Frederick W. Laird Title: Managing Director By: /s/ Ming K. Chu ------------------------------- Name: Ming K. Chu Title: Vice President [NAME OF LENDER] Dresdner Bank AG New York & Grand Cayman Branches By: /s/ Daniel Conlon /s/ Janet Wolff ------------------- ------------------- Name: Daniel Conlon Name: Janet Wolff Title: Director Title: Director Fifth Third Bank [NAME OF LENDER] By: /s/ Sandy Nawrick ---------------------------- Name: Sandy Nawrick Title: First Commercial Bank New York Agency By: /s/ Bruce M.J. Ju ---------------------- Name: Bruce M.J. Ju Title: VP & General Manager Hua Nan Commercial Bank LTD, New York Agency By: /s/ Daniel Huang -------------------------- Name: Daniel Huang Title: General Manager Katonah VII, Ltd. By: /s/ Daniel Gilligan ------------------------------------- Name: Daniel Gilligan Title: Authorized Officer Katonah Debt Advisors, L.L.C. As Manager KEYBANK NATIONAL ASSOCIATION By: /s/ J.T. Taylor ------------------------------------- Name: J.T. Taylor Title: Senior Vice President MERRILL LYNCH BANK USA By: /s/ David Millett ------------------------------------- Name: David Millett Title: Vice President MERRILL LYNCH CAPITAL CORP. By: /s/ Michael E. O'Brien ------------------------------------- Name: Michael E. O'Brien Title: Vice President MIZUHO CORPORATE BANK, LTD. By: /s/ Takahiko Ueda ------------------------------------- Name: Takahiko Ueda Title: Deputy General Manager NATIONAL CITY BANK OF KENTUCKY By: /s/ Erica Dowd ------------------------------------- Name: Erica Dowd Title: AVP THE NORTHERN TRUST COMPANY By: /s/ Preeti Sullivan ------------------------------------- Name: Preeti Sullivan Title: Vice President [NAME OF LENDER] By: /s/ John Randolph Watkins ------------------------------------- Name: John Randolph Watkins Title: Executive Director Scotiabanc Inc. By: /s/ William E. Zarrett ------------------------------------- William E. Zarrett Managing Director STATE BANK OF INDIA, NASSAU By: KARAMJIT SINGH -------------------------- Name: KARAMJIT SINGH Title: CHIEF EXECUTIVE OFFICER (SEAL) Sumitomo Mitsui Banking Corporation [NAME OF LENDER] By: /s/ David A. Buck ------------------------------ Name: David A. Buck Title: Senior Vice President [NAME OF LENDER] Sun Trust Bank By: /s/ Mark D. Mattson --------------------------- Name: Mark D. Mattson Title: Managing Director REGIONS BANK By: /s/ Craig Gardella --------------------------- Name: CRAIG E. GARDELLA Title: SENIOR VICE PRESIDENT [NAME OF LENDER] U.S. Bank, N.A. By: /s/ S.W. CHOPPIN --------------------------- Name: S. W. CHOPPIN Title: S.V.P. Wachovia Bank, National Association By: /s/ Jeanette A. Griffin ------------------------------------ Name: Jeanette A. Griffin Title: Director