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Subscribers | 2002 |
364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]
364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated] (218K)
Doc #269716: Click preview link for longer preview.
AMENDED AND RESTATED
364-DAY
COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
Dated as of March 19, 2002
among
AT&T WIRELESS SERVICES, INC.,
THE LENDERS PARTY HERETO,
JPMORGAN CHASE BANK and BANK OF AMERICA, N.A.,
as Administrative Agents,
JPMORGAN CHASE BANK,
as Paying Agent,
CITIBANK, N.A. and MERRILL LYNCH CAPITAL CORPORATION,
as Syndication Agents
and
HSBC BANK USA and LEHMAN BROTHERS COMMERCIAL PAPER INC.,
as Documentation Agents
------------------
J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers and Bookrunners
================================================================================
[CS&M #6701-173]
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE I
Definitions
SECTION 1.01. Defined Terms................................................................1
SECTION 1.02. Terms Generally.............................................................14
ARTICLE II
The Credits
SECTION 2.01. Commitments.................................................................14
SECTION 2.02. Loans.......................................................................15
SECTION 2.03. Competitive Bid Procedure...................................................16
SECTION 2.04. Standby Borrowing Procedure.................................................18
SECTION 2.05. Conversion and Continuation of Standby Loans................................18
SECTION 2.06. Fees........................................................................20
SECTION 2.07. Extension of Maturity Date..................................................20
SECTION 2.08. Repayment of Loans; Evidence of Debt........................................21
SECTION 2.09. Interest on Loans...........................................................21
SECTION 2.10. Default Interest............................................................22
SECTION 2.11. Alternate Rate of Interest..................................................22
SECTION 2.12. Termination and Reduction of Commitments....................................22
SECTION 2.13. Prepayment..................................................................23
SECTION 2.14. Reserve Requirements; Change in Circumstances...............................23
SECTION 2.15. Change in Legality..........................................................25
SECTION 2.16. Indemnity...................................................................26
SECTION 2.17. Pro Rata Treatment..........................................................27
SECTION 2.18. Sharing of Setoffs..........................................................27
SECTION 2.19. Payments....................................................................28
SECTION 2.20. Taxes.......................................................................28
SECTION 2.21. Mandatory Assignment; Commitment Termination................................30
SECTION 2.22. Change of Control...........................................................31
ARTICLE III
Representations and Warranties
SECTION 3.01. Organization; Powers........................................................32
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C} {C}
SECTION 3.02. Authorization...............................................................32
SECTION 3.03. Enforceability..............................................................32
SECTION 3.04. Governmental Approvals......................................................33
SECTION 3.05. Financial Statements........................................................33
SECTION 3.06. Litigation; Compliance with Laws............................................33
SECTION 3.07. Federal Reserve Regulations.................................................34
SECTION 3.08. Investment Company Act; Public Utility Holding Company Act..................34
SECTION 3.09. Use of Proceeds.............................................................34
SECTION 3.10. No Material Misstatements...................................................34
SECTION 3.11. Tax Returns.................................................................34
SECTION 3.12. ERISA.......................................................................34
SECTION 3.13. Environmental Matters.......................................................34
SECTION 3.14. Contribution................................................................35
ARTICLE IV
Conditions of Lending
SECTION 4.01. All Borrowings..............................................................35
SECTION 4.02. Closing Date................................................................35
ARTICLE V
Affirmative Covenants
SECTION 5.01. Existence; Conduct of Business..............................................35
SECTION 5.02. Financial Statements, Reports, etc..........................................36
SECTION 5.03. Records; Inspection Rights..................................................36
SECTION 5.04. Use of Proceeds.............................................................37
SECTION 5.05. Notices of Material Events..................................................37
SECTION 5.06. Payment of Obligations......................................................37
SECTION 5.07. Maintenance of Properties; Insurance........................................37
SECTION 5.08. Compliance with Laws........................................................37
ARTICLE VI
Negative Covenants
SECTION 6.01. Limitation on Liens.........................................................38
SECTION 6.02. Limitations on Indebtedness.................................................39
SECTION 6.03. Interest Coverage Test......................................................39
SECTION 6.04. Payment of Dividends........................................................39
SECTION 6.05. Consolidations, Mergers and Sales of Assets.................................39
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C} {C}
ARTICLE VII
Events of Default
ARTICLE VIII
The Agents
ARTICLE IX
Miscellaneous
SECTION 9.01. Notices.....................................................................44
SECTION 9.02. Survival of Agreement.......................................................45
SECTION 9.03. Binding Effect..............................................................45
SECTION 9.04. Successors and Assigns......................................................45
SECTION 9.05. Expenses; Indemnity.........................................................48
SECTION 9.06. Applicable Law..............................................................49
SECTION 9.07. Waivers; Amendment..........................................................49
SECTION 9.08. Entire Agreement............................................................49
SECTION 9.09. Severability................................................................50
SECTION 9.10. Counterparts................................................................50
269716
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 BofA Securities
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
BANC OF AMERICA SECURITIES LLC – CORPORATION,
as Syndication Agents
and
HSBC BANK USA and LEHMAN BROTHERS COMMERCIAL PAPER INC.,
as Documentation Agents
------------------
J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC ,
as Joint Lead Arrangers and Bookrunners
================================================================================
[CS&M #6701-173]
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE I
_____________
Banc of America Securities LLC – Japan Telecom Co., Ltd., a corporation
organized under the laws of Japan.
"Joint Lead Arrangers" shall mean J.P. Morgan Securities Inc.,
and Banc of America Securities LLC , as joint lead arrangers and bookrunners for
the credit facility established hereby.
"Lenders" means the Persons listed on Schedule 2.01 and
_____________
dt 167341
;
AT&T
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
AT&T Corp – accepted by the Paying Agent in accordance with Section 9.04(e),
in the form of Exhibit C hereto.
"AT&T" shall mean AT&T Corp ., a Delaware corporation.
{PAGE}
4
"AT&T Wireless Group" shall refer to such entity described in the
Form S-4.
"AT&T
_____________
dt 177641
;
AT&T Wireless
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
AT&T WIRELESS SERVICES, – 10.1
EXECUTION COPY
================================================================================
AMENDED AND RESTATED
364-DAY
COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
Dated as of March 19, 2002
among
AT&T WIRELESS SERVICES, INC.,
THE LENDERS PARTY HERETO,
JPMORGAN CHASE BANK and BANK OF AMERICA, N.A.,
as Administrative Agents,
JPMORGAN CHASE BANK,
as Paying
_____________
AT&T WIRELESS
SERVICES, – Commitments
{/TABLE}
iii
{PAGE}
AMENDED AND RESTATED 364-DAY COMPETITIVE
ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
dated as of March 15, 2002, among AT&T WIRELESS
SERVICES, INC., a Delaware corporation (the
"Borrower"); the Lenders from time to time party
hereto; JPMORGAN CHASE ("JPMCB") and BANK OF
AMERICA, N.
_____________
AT&T Wireless Services, – telex, telecopy, graphic scanning or other
telegraphic communications equipment of the sending party, as follows:
(a) if to the Borrower, to it at AT&T Wireless Services, Inc., if
by courier, to 7277 164th Avenue NE-Bldg 1, Redmond, Washington 98052,
and if by mail, to P.O. Box
_____________
AT&T WIRELESS SERVICES, – Lenders have
caused this Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.
AT&T WIRELESS SERVICES, INC.,
by
--------------------------------------
Name:
Title:
Website:
JPMORGAN CHASE BANK, individually and as
an Agent,
by
--------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., individually
_____________
AT&T Wireless Services, – Paying Agent
for the Lenders referred to below,
270 Park Avenue
New York, N.Y. 10017
Attention: [Date]
Ladies and Gentlemen:
The undersigned, AT&T Wireless Services, Inc. (the "Borrower"),
refers to the Amended and Restated 364-Day Competitive Advance and Revolving
Credit Facility Agreement dated as of March
_____________
dt 179776
;
|
Citibank
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
CITIBANK, N.A. – INC.,
THE LENDERS PARTY HERETO,
JPMORGAN CHASE BANK and BANK OF AMERICA, N.A.,
as Administrative Agents,
JPMORGAN CHASE BANK,
as Paying Agent,
CITIBANK, N.A. and MERRILL LYNCH CAPITAL CORPORATION,
as Syndication Agents
and
HSBC BANK USA and LEHMAN BROTHERS COMMERCIAL PAPER INC.,
as Documentation Agents
------------------
J.
_____________
Citibank, N.A. – any document
furnished hereunder or thereunder.
Each of the Borrower and its Subsidiaries and the Lenders
acknowledges that Merrill Lynch Capital Corporation and Citibank, N.A. have no
responsibilities or obligations pursuant to this Agreement in their capacity as
syndication agents.
ARTICLE IX
Miscellaneous
SECTION 9.01. Notices.
_____________
Citibank, N.A. – of America, N.A. $70.0
901 Main St. (64th Floor)
Dallas, TX 75202
Attention: Niles Chura
Facsimile: 214-209-9390
SYNDICATION AGENTS
Citibank, N.A. $70.0
Merrill Lynch Capital Corporation $70.0
DOCUMENTATION AGENTS
HSBC Bank USA $70.0
Lehman Brothers Commercial Paper Inc. $70.0
_____________
dt 177490
;
McGraw-Hill Companies
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
McGraw-Hill Companies, Inc – obligations
of such corporation in respect of the Loan Documents.
"S&P" shall mean Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc . or any successor rating agency.
"SEC" shall mean the United States Securities and Exchange
Commission.
"Short-Term Debt" shall mean senior, unsecured
_____________
dt 311763
;
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Subscribers | 2003 |
364-Day Credit Agreement
364-Day Credit Agreement (317K)
Doc #152434: Click preview link for longer preview.
CREDIT AGREEMENT
This CREDIT AGREEMENT (Agreement) is entered into as of September 22, 2003 among ONEOK, INC., an Oklahoma corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
Administrative Agent means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
Administrative Agents Office means the Administrative Agents address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Affiliate means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.
Agent-Related Persons means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
Aggregate Commitments means the Commitments of all the Lenders.
Agreement means this Credit Agreement.
Applicable Rate means, from time to time, the following percentages, set forth in basis points per annum, based upon the Debt Rating as set forth below:
1
Pricing Level
Debt Ratings
S&P/Moodys
Facility Fee
Eurodollar
Rate *
Letters of
Credit
Utilization
Fee
1
A+/A1 or better
7.5
22.5
10.0
2
A/A2
8.0
27.0
10.0
3
A-/A3
9.5
40.5
10.0
4
BBB+/Baa1
11.0
64.0
12.5
5
BBB/Baa2
13.5
74.0
12.5
6
BBB-/Baa3
17.5
82.5
25.0
7
Lower than BBB-/Baa3 or unrated
25.0
125.0
25.0
* Term-Out: In the event the Borrower elects its Term-Out option pursuant to Section 2.14, the Applicable Rate for Eurodollar Rate Loans shall be increased by 25 basis points.
Debt Rating means, as of any date of determination, the rating as determined by either S&P or Moodys (collectively, the Debt Ratings) of the Borrowers non-credit-enhanced, senior unsecured long-term debt; provided that if a Debt Rating is issued by each of the foregoing rating agencies, then the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 7 being the lowest), unless there is a split in Debt Ratings of more than one level, in which case the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; provided, however, in the case of any split in Debt Ratings, if one of the Debt Ratings is at Pricing Level 7, then Pricing Level 7 shall apply.
Initially, the Applicable Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(viii). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing on the date of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to Section 6.03(g) and ending on the date immediately preceding the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.
Arranger means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.
Assignment and Assumption means an Assignment and Assumption substantially in the form of Exhibit D.
Attorney Costs means and includes all fees, expenses and disbursements of any law firm or other external counsel and, without duplication, the allocated cost of internal legal services and all expenses and disbursements of internal counsel.
Attributable Indebtedness means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of
2
such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.
Audited Financial Statements means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2002 and the related consolidated statements of income or operations, shareholders equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.
Availability Period means the period from and including the Closing Date to the earliest of (a) the Stated Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.05, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.
Bank of America means Bank of America, N.A. and its successors.
Base Rate means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate. The prime rate is a rate set by Bank of America based upon various factors including Bank of Americas costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
Base Rate Loan means a Loan that bears interest based on the Base Rate.
Borrower has the meaning specified in the introductory paragraph hereto.
Borrowing means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.
Business Day means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agents Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
Cash Collateralize has the meaning specified in Section 2.03(g).
Change of Control means, with respect to any Person, an event or series of events by which:
(a) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) after the Closing Date becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have beneficial ownership of all securities that such person or group has the right to acquire (such right, an option right), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the equity securities of such Person entitled to vote for members of the board of directors or
152434
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BofA Securities
As referenced in this 364-Day Credit Agreement:
BANC OF AMERICA SECURITIES – A.,
as Co-Syndication Agents
ABN AMRO BANK N.V.,
and
CITIBANK, N.A.
as Co-Documentation Agents
and
The Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC,
Sole Lead Arranger and Sole Book Manager
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
1
1.01
Defined Terms
1
_____________
Banc of America Securities – date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.
Arranger means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.
Assignment and Assumption means an Assignment and Assumption substantially in the
_____________
dt 93642
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK – L/C Issuer,
BANK ONE, NA,
and
WACHOVIA BANK, N.A.,
as Co-Syndication Agents
ABN AMRO BANK N.V.,
and
CITIBANK, N.A.
as Co-Documentation Agents
and
The Lenders Party Hereto
ABN AMRO BANK – as
a Lender
By: /s/
Name:
Title:
[Signature Page to ONEOK 364-Day Credit Agreement]
ABN AMRO BANK N.V., as
a Lender
By: /s/
Name:
Title:
By: /s/
Name:
Title:
[Signature Page
ABN AMRO Bank – A.
$
80,000,000
9.411764700
%
Wachovia Bank, National Association
$
80,000,000
9.411764700
%
ABN AMRO Bank N.V.
$
80,000,000
9.411764700
%
Citibank, N.A.
$
80,000,000
9.411764700
%
dt 45233
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – Agent and
L/C Issuer,
BANK ONE, NA,
and
WACHOVIA BANK, N.A.,
as Co-Syndication Agents
ABN AMRO BANK N.V.,
and
CITIBANK, N.A.
as Co-Documentation Agents
and
The Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC,
Sole Lead Arranger and Sole Book Manager
TABLE
_____________
CITIBANK, N.A. – AMRO BANK N.V., as
a Lender
By: /s/
Name:
Title:
By: /s/
Name:
Title:
[Signature Page to ONEOK 364-Day Credit Agreement]
CITIBANK, N.A. , as
a Lender
By: /s/
Name:
Title:
[Signature Page to ONEOK 364-Day Credit Agreement]
THE ROYAL BANK OF SCOTLAND PLC, as
_____________
Citibank, N.A. – 000,000
9.411764700
%
Wachovia Bank, National Association
$
80,000,000
9.411764700
%
ABN AMRO Bank N.V.
$
80,000,000
9.411764700
%
Citibank, N.A.
$
80,000,000
9.411764700
%
The Royal Bank of Scotland PLC
$
65,000,000
7.647058800
%
SunTrust Bank
$
65,000,000
7.
_____________
dt 145939
;
|
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – equity interest.
Revolving Loans has the meaning specified in Section 2.01.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc . and any successor thereto.
SEC means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
_____________
dt 310831
;
ONEOK
As referenced in this 364-Day Credit Agreement:
ONEOK, INC. – Day Credit Agreement
EX-10.1 3 dex101.htm 364-DAY CREDIT AGREEMENT
Exhibit 10.1
$850,000,000
364-DAY CREDIT AGREEMENT
Dated as of September 22, 2003
among
ONEOK, INC. ,
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent and
L/C Issuer,
BANK ONE, NA,
and
WACHOVIA BANK, N.A.,
as Co-Syndication Agents
ABN AMRO
_____________
ONEOK, INC. – E
Opinion of Gable & Gotwals
F
Opinion of Locke Liddell & Sapp LLP
iv
CREDIT AGREEMENT
This CREDIT AGREEMENT (Agreement) is entered into as of September 22, 2003 among ONEOK, INC. , an Oklahoma corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent
_____________
ONEOK, Inc. – administrative agent, and a syndicate of lenders, as amended.
Existing Lenders shall mean the lenders under the Existing Credit Agreement.
Existing Plans means the (a) Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries, (b) Employee Stock Purchase Plan for Employees of ONEOK, Inc. and Subsidiaries, (c) ONEOK, Inc. Long-Term Incentive Plan, (d) ONEOK, Inc. Stock Compensation Plan for Non-
_____________
ONEOK, Inc. – mean the lenders under the Existing Credit Agreement.
Existing Plans means the (a) Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries, (b) Employee Stock Purchase Plan for Employees of ONEOK, Inc. and Subsidiaries, (c) ONEOK, Inc. Long-Term Incentive Plan, (d) ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors, (e) ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors; (
_____________
ONEOK, Inc. – Existing Credit Agreement.
Existing Plans means the (a) Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries, (b) Employee Stock Purchase Plan for Employees of ONEOK, Inc. and Subsidiaries, (c) ONEOK, Inc. Long-Term Incentive Plan, (d) ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors, (e) ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors; (f) ONEOK, Inc. Stock Purchase
_____________
dt 1501219
;
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Subscribers | 2002 |
364-Day Credit Agreement [Amended and Restated 2002]
364-Day Credit Agreement [Amended and Restated 2002] (228K)
Doc #214762: Click preview link for longer preview.
364-DAY
CREDIT AGREEMENT
AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of Nova Scotia, Citibank, N.A. and Credit Suisse First Boston, as Documentation Agents, Bank of America, N.A., as Syndication Agent, and JPMorgan Chase Bank, as Administrative Agent.
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions. The following terms, as used herein, have the following meanings:
"Absolute Rate Auction" means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03.
"Adjusted London Interbank Offered Rate" has the meaning set forth in Section 2.09(b).
"Administrative Agent" means JPMorgan Chase Bank, in its capacity as Administrative Agent for the Lenders hereunder, and its successors in such capacity.
"Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.
"Affiliate" means, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (a "Controlling Person") or (ii) any Person which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person by voting securities, by contract or otherwise.
"Agents" means the Administrative Agent, the Documentation Agents and the Syndication Agent, and "Agent" means any one of them.
"Aggregate LC Exposure" means at any time the sum, without duplication, of (i) the aggregate amount that is (or may thereafter become) available for drawing under all Letters of Credit outstanding at such time and (ii) the aggregate unpaid amount of all LC Reimbursement Obligations outstanding at such time.
"Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans and its participations in Letters of Credit, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office.
"Approved Fund" means any Fund that is managed (whether as manager or administrator) by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an entity that administers or manages a Lender.
"Availability Period" means the period from and including the Closing Date to but excluding the Termination Date.
"Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day.
"Base Rate Borrowing" means a borrowing of Base Rate Loans pursuant to Section 2.01.
"Base Rate Loan" means a Syndicated Loan which bears interest at the Base Rate (or any higher rate determined pursuant to Section 2.09(a)) pursuant to the applicable Notice of Syndicated Borrowing or Notice of Interest Rate Election or Article 8.
"Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.
"Borrower's Existing Credit Agreement" means the $2,800,000,000 Credit Agreement dated as of January 30, 1997, as amended, among the Borrower and the Lenders, Managing Agents and Co-Agents party thereto, Bank of America, N.A. as Syndication Agent, The Bank of New York and The Bank of Nova Scotia, as Documentation Agents, and Morgan Guaranty Trust Company of New York as Administrative Agent, as in effect immediately before the Closing Date.
"Borrowing" means a Syndicated Borrowing or a Money Market Borrowing.
"Closing Date" means the date on which all the conditions set forth in Section 3.01 have been satisfied (or waived in accordance with Section 9.05).
"Co-Agents" means the Lenders designated as Co-Agents on the signature pages hereof, in their respective capacities as Co-Agents in connection with the credit facility provided hereunder.
"Commitment" means (i) with respect to any Lender listed on the Commitment Schedule, the amount set forth opposite its name on the Commitment Schedule as its Commitment or (ii) with respect to any Eligible Assignee, the amount of the transferor Lender's Commitment assigned to such Eligible Assignee pursuant to Section 9.06(c), in each case as such amount may be reduced from time to time pursuant to Section 2.12 or changed as result of an assignment pursuant to Section 9.06(c).
"Commitment Percentage" means, with respect to any Lender at any time, the percentage which the amount of such Lender's Commitment at such time represents of the aggregate amount of all the Lenders' Commitments at such time. At any time after the Commitments shall have terminated, the term "Commitment Percentage" shall refer to a Lender's Commitment Percentage immediately before such termination, adjusted to reflect any subsequent assignments pursuant to Section 9.06(c).
"Commitment Schedule" means the Commitment Schedule attached hereto.
"Consolidated EBITDA" means, for any period of four consecutive Fiscal Quarters, the sum of (i) operating income plus (ii) to the extent deducted in determining such operating income, the sum of (x) depreciation and amortization and (y) impairment and other unusual charges (except, for any such period, to the extent that the aggregate amount of such charges that do not constitute Non-Cash Charges reported by the Borrower for all fiscal periods commenced after November 30, 2000 exceeds three percent (3.0%) of the Borrower's consolidated total assets at the end of such four-quarter period), in each case for the Borrower and its Subsidiaries on a consolidated basis and determined (A) on a Pro Forma Basis and (B) in a manner consistent with the determination of the amount of any thereof reported in the consolidated statement of income for the Fiscal Year ended May 31, 2000 included in the Borrower's annual report to shareholders for such Fiscal Year.
"Consolidated Interest Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated interest expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.
"Consolidated Net Worth" means, at any time, the consolidated stockholders' equity of the Borrower and its Subsidiaries at such time.
"Consolidated Rental Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated rental expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.
"Consolidated Total Debt" means at any time, without duplication, the sum of (i) the consolidated Debt of the Borrower and its Subsidiaries, minus (ii) the lesser of (x) the outstanding principal amount of the Borrower's 6% Exchangeable Subordinated Notes due 2005 or (y) the sum of (a) the aggregate market value of the shares of common stock of Ventas, Inc. for which such outstanding notes are
214762
|
BofA Securities
As referenced in this 364-Day Credit Agreement [Amended and Restated 2002]:
Banc of America Securities – Bank of America, N.A.
as Syndication Agent
and
JPMorgan Chase Bank
as Administrative Agent
Arranged by:
J.P. Morgan Securities Inc.
and
Banc of America Securities LLC,
Joint Lead Arrangers
and
Joint Bookrunners
ARTICLE 1
DEFINITIONS
SECTION 1.01.
Definitions
1
SECTION 1.02.
Accounting Terms and Determinations
11
_____________
Banc of America Securities – or higher by S&P and (ii) Baa3 or higher by Moody's.
"Joint Lead Arrangers" means J.P. Morgan Securities Inc. and Banc of America Securities LLC.
"LC Exposure" means, with respect to any Lender at any time, an amount equal to its Commitment Percentage of the Aggregate LC
_____________
dt 93923
;
Citibank
As referenced in this 364-Day Credit Agreement [Amended and Restated 2002]:
Citibank, N.A. – as of February 28, 2002
among
Tenet Healthcare Corporation
The Lenders, Managing Agents and Co-Agents Party Hereto
The Bank of Nova Scotia
Citibank, N.A.
Credit Suisse First Boston
as Documentation Agents
Bank of America, N.A.
as Syndication Agent
and
JPMorgan Chase Bank
as Administrative Agent
_____________
Citibank, N.A. – as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of Nova Scotia, Citibank, N.A. and Credit Suisse First Boston, as Documentation Agents, Bank of America, N.A., as Syndication Agent, and JPMorgan Chase Bank, as Administrative
_____________
dt 146393
;
Citicorp USA
As referenced in this 364-Day Credit Agreement [Amended and Restated 2002]:
Citicorp USA, Inc – Euro-Dollar Reference Banks" means the principal London offices of JPMorgan Chase Bank, Bank of America, N.A., The Bank of Nova Scotia, Citicorp USA, Inc . and Credit Suisse First Boston.
"Euro-Dollar Reserve Percentage" has the meaning set forth in Section 2.09(b).
"Events of Default"
_____________
Citicorp USA, Inc – incidental thereto.
SECTION 7.02. Agents and Affiliates. Each of JPMorgan Chase Bank, Bank of America, N.A., The Bank of Nova Scotia, Citicorp USA, Inc . and Credit Suisse First Boston shall have the same rights and powers under the Financing Documents as any other Lender and may
_____________
Citicorp USA, Inc – as though it were not an Agent, and each of JPMorgan Chase Bank, Bank of America, N.A., The Bank of Nova Scotia, Citicorp USA, Inc . and Credit Suisse First Boston and their respective Affiliates may accept deposits from, lend money to, and generally engage in any kind
_____________
CITICORP USA, INC – and as Syndication Agent
By:
Title:
48
THE BANK OF NOVA SCOTIA, as a Lender and as a Documentation Agent
By:
Title:
49
CITICORP USA, INC ., as a Lender and as a Documentation Agent
By:
Title:
50
CREDIT SUISSE FIRST BOSTON, as a Lender and as a Documentation
_____________
Citicorp USA, Inc – Bank
$
50,000,000.00
Bank of America, N.A.
$
50,000,000.00
The Bank of Nova Scotia
$
37,500,000.00
Citicorp USA, Inc .
$
37,500,000.00
Credit Suisse First Boston
$
37,500,000.00
Fleet National Bank
$
31,750,000.00
SunTrust Bank
$
31,
_____________
dt 165079
;
|
Tenet Healthcare
As referenced in this 364-Day Credit Agreement [Amended and Restated 2002]:
tenet healthcare – October 10, 2001 and
amended and restated as of February 28, 2002
among
Tenet Healthcare Corporation
The Lenders, Managing Agents and Co-Agents Party Hereto
The Bank of Nova Scotia
tenet healthcare – nbsp; AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of Nova Scotia,
tenet healthcare – Election or Article 8.
"Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.
"
tenet healthcare – their respective authorized officers as of the day and year first above written.
TENET HEALTHCARE CORPORATION
By:
Title:
Tenet Healthcare Corporation
tenet healthcare – nbsp;
TENET HEALTHCARE CORPORATION
By:
Title:
Tenet Healthcare Corporation
3820 State Street
Santa Barbara, CA 93105
Attention: Treasurer
Telephone: (805) 563-7001
dt 14342
;
UBS
As referenced in this 364-Day Credit Agreement [Amended and Restated 2002]:
UBS AG, – a Senior Managing Agent
By:
Title:
55
SUNTRUST BANK, as a Lender and as a Senior Managing Agent
By:
Title:
By:
Title:
56
UBS AG, STAMFORD BRANCH, as a Lender and as a Senior Managing Agent
By:
Title:
By:
Title:
57
PNC BANK, NATIONAL ASSOCIATION, as a
_____________
UBS AG, – 000.00
Credit Suisse First Boston
$
37,500,000.00
Fleet National Bank
$
31,750,000.00
SunTrust Bank
$
31,750,000.00
UBS AG, Stamford Branch
$
31,750,000.00
PNC Bank, National Association
$
30,000,000.00
The Industrial Bank of Japan, Limited
$
20,950,
_____________
dt 237883
;
More... |
| Preview
Subscribers | 2002 |
364-Day Credit Agreement
364-Day Credit Agreement (225K)
Doc #214779: Click preview link for longer preview.
364-DAY
CREDIT AGREEMENT
AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of New York, The Bank of Nova Scotia and Salomon Smith Barney Inc., as Documentation Agents, Bank of America, N.A., as Syndication Agent, and Morgan Guaranty Trust Company of New York, as Administrative Agent.
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1. Definitions. The following terms, as used herein, have the following meanings:
"Absolute Rate Auction" means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03.
"Adjusted London Interbank Offered Rate" has the meaning set forth in Section 2.09(b).
"Administrative Agent" means Morgan Guaranty Trust Company of New York, in its capacity as Administrative Agent for the Lenders hereunder, and its successors in such capacity.
"Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.
"Affiliate" means, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (a)"Controlling Person") or (ii) any Person which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person by voting securities, by contract or otherwise.
"Agents" means the Administrative Agent, the Documentation Agents and the Syndication Agent, and "Agent" means any one of them.
"Aggregate LC Exposure" means at any time the sum, without duplication, of (i) the aggregate amount that is (or may thereafter become) available for drawing under all Letters of Credit outstanding at such time and (ii) the aggregate unpaid amount of all LC Reimbursement Obligations outstanding at such time.
"Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans and its participations in Letters of Credit, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office.
"Approved Fund" means any Fund that is managed (whether as manager or administrator) by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an entity that administers or manages a Lender.
"Availability Period" means the period from and including the Closing Date to but excluding the Termination Date.
"Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 2 of 1% plus the Federal Funds Rate for such day.
"Base Rate Borrowing" means a borrowing of Base Rate Loans pursuant to Section 2.01.
"Base Rate Loan" means a Syndicated Loan which bears interest at the Base Rate (or any higher rate determined pursuant to Section 2.09(a)) pursuant to the applicable Notice of Syndicated Borrowing or Notice of Interest Rate Election or Article 8.
"Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.
"Borrower's Existing Credit Agreement" means the $2,800,000,000 Credit Agreement dated as of January 30, 1997, as amended, among the Borrower and the Lenders, Managing Agents and Co-Agents party thereto, Bank of America, N.A. as Syndication Agent, The Bank of New York and The Bank of Nova Scotia, as Documentation Agents, and Morgan Guaranty Trust Company of New York as Administrative Agent, as in effect immediately before the Closing Date.
"Borrowing" means a Syndicated Borrowing or a Money Market Borrowing.
"Closing Date" means the date on which all the conditions set forth in Section 3.01 have been satisfied (or waived in accordance with Section 9.05).
"Co-Agents" means the Lenders designated as Co-Agents on the signature pages hereof, in their respective capacities as Co-Agents in connection with the credit facility provided hereunder.
"Commitment" means (i) with respect to any Lender listed on the Commitment Schedule, the amount set forth opposite its name on the Commitment Schedule as its Commitment or (ii) with respect to any Eligible Assignee, the amount of the transferor Lender's Commitment assigned to such Eligible Assignee pursuant to Section 9.06(c), in each case as such amount may be reduced from time to time pursuant to Section 2.12 or changed as result of an assignment pursuant to Section 9.06(c).
"Commitment Percentage" means, with respect to any Lender at any time, the percentage which the amount of such Lender's Commitment at such time represents of the aggregate amount of all the Lenders' Commitments at such time. At any time after the Commitments shall have terminated, the term "Commitment Percentage" shall refer to a Lender's Commitment Percentage immediately before such termination, adjusted to reflect any subsequent assignments pursuant to Section 9.06(c).
"Commitment Schedule" means the Commitment Schedule attached hereto.
"Consolidated EBITDA" means, for any period of four consecutive Fiscal Quarters, the sum of (i) operating income plus (ii) to the extent deducted in determining such operating income, the sum of (x) depreciation and amortization and (y) impairment and other unusual charges (except, for any such period, to the extent that the aggregate amount of such charges that do not constitute Non-Cash Charges reported by the Borrower for all fiscal periods commenced after November 30, 2000 exceeds three percent (3.0%) of the Borrower's consolidated total assets at the end of such four-quarter period), in each case for the Borrower and its Subsidiaries on a consolidated basis and determined (A) on a Pro Forma Basis and (B) in a manner consistent with the determination of the amount of any thereof reported in the consolidated statement of income for the Fiscal Year ended May 31, 2000 included in the Borrower's annual report to shareholders for such Fiscal Year.
"Consolidated Interest Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated interest expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.
"Consolidated Net Worth" means, at any time, the consolidated stockholders' equity of the Borrower and its Subsidiaries at such time.
"Consolidated Rental Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated rental expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.
214779
|
BofA Securities
As referenced in this 364-Day Credit Agreement:
Banc of America Securities – A.
as Syndication Agent
and
Morgan Guaranty Trust Company of New York
as Administrative Agent
Arranged by:
J.P. Morgan Securities Inc.
and
Banc of America Securities LLC,
Joint Lead Arrangers
and
Joint Bookrunners
ARTICLE 1 DEFINITIONS
Section 1.01.
Definitions
1
Section 1.02.
Accounting Terms and Determinations
11
_____________
Banc of America Securities – or higher by S&P and (ii) Baa3 or higher by Moody's.
"Joint Lead Arrangers" means J.P. Morgan Securities Inc. and Banc of America Securities LLC.
"LC Exposure" means, with respect to any Lender at any time, an amount equal to its Commitment Percentage of the Aggregate LC
_____________
dt 93927
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
Citicorp USA, Inc – Morgan Guaranty Trust Company of New York, Bank of America, N.A., The Bank of New York, The Bank of Nova Scotia and Citicorp USA, Inc .
"Euro-Dollar Reserve Percentage" has the meaning set forth in Section 2.09(b).
"Events of Default" has the meaning set forth
_____________
CITICORP USA, INC – By:
Title:
BANK OF AMERICA, N.A.
By:
Title:
THE BANK OF NEW YORK
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
CITICORP USA, INC .
By:
Title:
46
FLEET NATIONAL BANK
By:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
Title:
SUNTRUST BANK
By:
Title:
UBS AG,
_____________
Citicorp USA, Inc – of America, N.A.
$
36,750,000
The Bank of New York
$
4,000,000
The Bank of Nova Scotia
$
37,500,000
Citicorp USA, Inc .
$
37,500,000
Fleet National Bank
$
21,750,000
The Industrial Bank of Japan, Limited
$
24,250,000
SunTrust Bank
$
36,000,
_____________
dt 165081
;
Tenet Healthcare
As referenced in this 364-Day Credit Agreement:
tenet healthcare – 01Syndication titles omitted)
364-DAY
CREDIT AGREEMENT
dated as of
March 1, 2001
among
Tenet Healthcare Corporation
The Lenders, Managing Agents and Co-Agents Party Hereto
The Bank of New York
tenet healthcare – CREDIT AGREEMENT
AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of New York,
tenet healthcare – Notice of Interest Rate Election or Article 8.
"Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.
"Borrower's Existing Credit
tenet healthcare – their respective authorized officers as of the day and year first above written.
TENET HEALTHCARE CORPORATION
By:
&
tenet healthcare – nbsp;
Title:
Tenet Healthcare Corporation
3820 State Street
Santa Barbara, CA 93105
Attention: Treasurer
(with a copy to General
dt 14355
;
|
UBS
As referenced in this 364-Day Credit Agreement:
UBS AG, – CITICORP USA, INC.
By:
Title:
46
FLEET NATIONAL BANK
By:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
Title:
SUNTRUST BANK
By:
Title:
UBS AG, STAMFORD BRANCH
By:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:
By:
Title:
MERRILL LYNCH CAPITAL CORPORATION
By:
Title:
47
FIRST UNION NATIONAL BANK
_____________
UBS AG, – 37,500,000
Fleet National Bank
$
21,750,000
The Industrial Bank of Japan, Limited
$
24,250,000
SunTrust Bank
$
36,000,000
UBS AG, Stamford Branch
$
21,750,000
PNC Bank, National Association.
$
19,250,000
Merrill Lynch Capital Corporation
$
18,750,000
First Union National
_____________
dt 237885
;
Ventas
As referenced in this 364-Day Credit Agreement:
Ventas, Inc – 6% Exchangeable Subordinated Notes due 2005 or (y) the sum of (a) the aggregate market value of the shares of common stock of Ventas, Inc . for which such outstanding notes are exchangeable plus (b) the amount of proceeds from the sale by the Borrower of shares of
_____________
dt 109689
;
More... |
| Preview
Subscribers | 2001 |
364-Day Credit Agreement
364-Day Credit Agreement (225K)
Doc #214860: Click preview link for longer preview.
364-DAY
CREDIT AGREEMENT
AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of New York, The Bank of Nova Scotia and Salomon Smith Barney Inc., as Documentation Agents, Bank of America, N.A., as Syndication Agent, and Morgan Guaranty Trust Company of New York, as Administrative Agent.
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1. Definitions. The following terms, as used herein, have the following meanings:
"Absolute Rate Auction" means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03.
"Adjusted London Interbank Offered Rate" has the meaning set forth in Section 2.09(b).
"Administrative Agent" means Morgan Guaranty Trust Company of New York, in its capacity as Administrative Agent for the Lenders hereunder, and its successors in such capacity.
"Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.
"Affiliate" means, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (a "Controlling Person") or (ii) any Person which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person by voting securities, by contract or otherwise.
"Agents" means the Administrative Agent, the Documentation Agents and the Syndication Agent, and "Agent" means any one of them.
"Aggregate LC Exposure" means at any time the sum, without duplication, of (i) the aggregate amount that is (or may thereafter become) available for drawing under all Letters of Credit outstanding at such time and (ii) the aggregate unpaid amount of all LC Reimbursement Obligations outstanding at such time.
"Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans and its participations in Letters of Credit, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office.
"Approved Fund" means any Fund that is managed (whether as manager or administrator) by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an entity that administers or manages a Lender.
"Availability Period" means the period from and including the Closing Date to but excluding the Termination Date.
"Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day.
"Base Rate Borrowing" means a borrowing of Base Rate Loans pursuant to Section 2.01.
"Base Rate Loan" means a Syndicated Loan which bears interest at the Base Rate (or any higher rate determined pursuant to Section 2.09(a)) pursuant to the applicable Notice of Syndicated Borrowing or Notice of Interest Rate Election or Article 8.
"Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.
"Borrower's Existing Credit Agreement" means the $2,800,000,000 Credit Agreement dated as of January 30, 1997, as amended, among the Borrower and the Lenders, Managing Agents and Co-Agents party thereto, Bank of America, N.A. as Syndication Agent, The Bank of New York and The Bank of Nova Scotia, as Documentation Agents, and Morgan Guaranty Trust Company of New York as Administrative Agent, as in effect immediately before the Closing Date.
"Borrowing" means a Syndicated Borrowing or a Money Market Borrowing.
"Closing Date" means the date on which all the conditions set forth in Section 3.01 have been satisfied (or waived in accordance with Section 9.05).
"Co-Agents" means the Lenders designated as Co-Agents on the signature pages hereof, in their respective capacities as Co-Agents in connection with the credit facility provided hereunder.
"Commitment" means (i) with respect to any Lender listed on the Commitment Schedule, the amount set forth opposite its name on the Commitment Schedule as its Commitment or (ii) with respect to any Eligible Assignee, the amount of the transferor Lender's Commitment assigned to such Eligible Assignee pursuant to Section 9.06(c), in each case as such amount may be reduced from time to time pursuant to Section 2.12 or changed as result of an assignment pursuant to Section 9.06(c).
"Commitment Percentage" means, with respect to any Lender at any time, the percentage which the amount of such Lender's Commitment at such time represents of the aggregate amount of all the Lenders' Commitments at such time. At any time after the Commitments shall have terminated, the term "Commitment Percentage" shall refer to a Lender's Commitment Percentage immediately before such termination, adjusted to reflect any subsequent assignments pursuant to Section 9.06(c).
"Commitment Schedule" means the Commitment Schedule attached hereto.
"Consolidated EBITDA" means, for any period of four consecutive Fiscal Quarters, the sum of (i) operating income plus (ii) to the extent deducted in determining such operating income, the sum of (x) depreciation and amortization and (y) impairment and other unusual charges (except, for any such period, to the extent that the aggregate amount of such charges that do not constitute Non-Cash Charges reported by the Borrower for all fiscal periods commenced after November 30, 2000 exceeds three percent (3.0%) of the Borrower's consolidated total assets at the end of such four-quarter period), in each case for the Borrower and its Subsidiaries on a consolidated basis and determined (A) on a Pro Forma Basis and (B) in a manner consistent with the determination of the amount of any thereof reported in the consolidated statement of income for the Fiscal Year ended May 31, 2000 included in the Borrower's annual report to shareholders for such Fiscal Year.
"Consolidated Interest Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated interest expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.
"Consolidated Net Worth" means, at any time, the consolidated stockholders' equity of the Borrower and its Subsidiaries at such time.
"Consolidated Rental Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated rental expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.
214860
|
BofA Securities
As referenced in this 364-Day Credit Agreement:
Banc of America Securities – A.
as Syndication Agent
and
Morgan Guaranty Trust Company of New York
as Administrative Agent
Arranged by:
J.P. Morgan Securities Inc.
and
Banc of America Securities LLC,
Joint Lead Arrangers
and
Joint Bookrunners
ARTICLE 1
DEFINITIONS
SECTION 1.01.
Definitions
1
SECTION 1.02.
Accounting Terms and Determinations
11
_____________
Banc of America Securities – or higher by S&P and (ii) Baa3 or higher by Moody's.
"Joint Lead Arrangers" means J.P. Morgan Securities Inc. and Banc of America Securities LLC.
"LC Exposure" means, with respect to any Lender at any time, an amount equal to its Commitment Percentage of the Aggregate LC
_____________
dt 93929
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
Citicorp USA, Inc – Morgan Guaranty Trust Company of New York, Bank of America, N.A., The Bank of New York, The Bank of Nova Scotia and Citicorp USA, Inc .
"Euro-Dollar Reserve Percentage" has the meaning set forth in Section 2.09(b) .
"Events of Default" has the meaning set forth
_____________
CITICORP USA, INC – Agent
By:
/s/ MAARTY VAN OTTERLOO
Title: Managing Director
SALOMON SMITH BARNEY INC., as a Documentation Agent
By:
/s/ ALLEN FISHER
Title: Director
CITICORP USA, INC ., as a Lender
By:
/s/ ALLEN FISHER
Title: Vice President
45
CREDIT SUISSE FIRST BOSTON, as a Lender and as Senior Managing
_____________
Citicorp USA, Inc – of America, N.A.
$
50,000,000
The Bank of New York
$
37,500,000
The Bank of Nova Scotia
$
37,500,000
Citicorp USA, Inc .
$
37,500,000
Credit Suisse First Boston
$
31,750,000
Fleet National Bank
$
31,750,000
The Industrial Bank of Japan, Limited
$
_____________
dt 165083
;
Tenet Healthcare
As referenced in this 364-Day Credit Agreement:
tenet healthcare – ment
364-DAY
CREDIT AGREEMENT
dated as of
March 1, 2001
among
Tenet Healthcare Corporation
The Lenders, Managing Agents and Co-Agents Party Hereto
The Bank of New York
tenet healthcare – CREDIT AGREEMENT
AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of New York,
tenet healthcare – Notice of Interest Rate Election or Article 8.
"Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.
"Borrower's Existing Credit
tenet healthcare – by their respective authorized officers as of the day and year first above written.
TENET HEALTHCARE CORPORATION
By:
/s/ STEPHEN FARBER
Title: Senior Vice President
tenet healthcare – nbsp;STEPHEN FARBER
Title: Senior Vice President Finance & Treasurer
Tenet Healthcare Corporation
3820 State Street
Santa Barbara, CA 93105
Attention: Treasurer
(with a copy to General
dt 14418
;
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UBS
As referenced in this 364-Day Credit Agreement:
UBS AG, – KUWAHARA
Title: General Manager
SUNTRUST BANK, as a Lender and as a Senior Managing Agent
By:
/s/ W. BROOKS HUBBARD
Title: Vice President
UBS AG, STAMFORD BRANCH, as a Lender and as a Senior Managing Agent
By:
/s/ WILFRED V. SAINT
Title: Associate Director, Banking Products
By:
/
_____________
UBS AG, – 31,750,000
Fleet National Bank
$
31,750,000
The Industrial Bank of Japan, Limited
$
31,750,000
SunTrust Bank
$
31,750,000
UBS AG, Stamford Branch
$
31,750,000
PNC Bank, National Association.
$
30,000,000
Merrill Lynch Capital Corporation
$
25,000,000
First Union National
_____________
dt 237887
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