exv4w1





Exhibit 4.1


EXECUTION VERSION




AMENDED AND RESTATED JOINDER AGREEMENT NO. 1




          AMENDED AND RESTATED JOINDER AGREEMENT No. 1, dated as of November 8, 2010 (this “Agreement”),
by and among each of the financial institutions listed as a “Replacement-1 Revolving Credit Lender”
on Schedule A hereto (each, a “Replacement-1 Revolving Credit Lender” and, collectively with their
respective successors and assigns in such capacity, the “Replacement-1 Revolving Credit Lenders”),
HCA INC., a Delaware corporation (the “Company”), BANK OF AMERICA, N.A., as Administrative Agent
and as Collateral Agent, and the other parties listed on the signature pages hereto.




RECITALS:




          WHEREAS, reference is hereby made to the Credit Agreement, dated as of November 17, 2006 (as
amended on February 16, 2007 and further amended on March 2, 2009, June 18, 2009 and April 6, 2010
(the “Existing Credit Agreement”), and as the same may be further amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among the Company, HCA UK Capital
Limited (the “European Subsidiary Borrower” and, collectively with the Company, the “Borrowers”),
the Lenders party thereto, Bank of America, N. A., as Administrative Agent and Collateral Agent and
the other parties named therein (capitalized terms used but not defined herein having the
respective meanings provided in the Credit Agreement);




          WHEREAS, the Credit Agreement provides that the Borrowers may, subject to the terms and
conditions set forth therein, establish New Revolving Credit Commitments (including Replacement
Revolving Credit Commitments) and/or New Term Loan Commitments by, among other things, entering
into one or more Joinder Agreements with New Term Loan Lenders and/or New Revolving Loan Lenders,
as applicable; and




          WHEREAS, the Company and the Replacement-1 Revolving Credit Lenders wish to establish a new
Replacement Revolving Credit Series of Replacement Revolving Credit Commitments in accordance with
the Credit Agreement and on the terms set forth herein to replace in full the Revolving Credit
Commitments;




          WHEREAS, the parties hereto have previously entered into that certain Joinder Agreement, dated
as of June 16, 2010 (the “Original Joinder Agreement No. 1”) and the parties wish to amend and
restate the Original Joinder Agreement No. 1 in its entirety as follows:




          NOW, THEREFORE, in consideration of the premises, agreements, provisions and covenants herein
contained, the parties hereto hereby agree as follows:





	1.	 	Establishment of Replacement-1 Revolving Credit Facility.






     (a) Subject to the satisfaction of the conditions set forth in Section 2 of this
Agreement, there is hereby established, effective as of the Replacement-1 Revolving Credit
Commitment Effective Date (as defined below), a Replacement Revolving Credit
Series of Replacement Revolving Credit Commitments under the Credit Agreement which
shall be designated as the “Replacement-1 Revolving Credit Commitments.”



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The amount of the Replacement-1 Revolving Credit Commitment of each Replacement-1 Revolving
Credit Lender shall be the amount set forth on Schedule A hereto opposite such
Replacement-1 Revolving Credit Lender’s name; provided that prior to the
Replacement-1 Revolving Credit Commitment Effective Date, the aggregate amount of the
Replacement-1 Revolving Credit Commitments shall be automatically reduced in the event and
by the aggregate amount of any reduction or termination of Revolving Credit Commitments
(other than the reduction or termination contemplated to occur pursuant to Section 2 of this
Agreement) and any such automatic reduction of the Replacement-1 Revolving Credit
Commitments shall be applied on a pro rata basis to reduce the Replacement-1 Revolving
Credit Commitment of each Replacement-1 Revolving Credit Lender.




     (b) Subject to the satisfaction of the conditions set forth in Section 2 of this
Agreement, the Replacement-1 Revolving Credit Commitments shall become effective and
available on a fully revolving basis during the period (the “Replacement-1 Revolving
Commitment Period”) from and including the Replacement-1 Revolving Credit Commitment
Effective Date until November 17, 2015 or, if such day is not a Business Day, the next
preceding Business Day (the “Replacement-1 Revolving Credit Maturity Date”). During the
Replacement-1 Revolving Commitment Period, subject to the applicable terms and conditions of
the Credit Agreement as contemplated by the following paragraph (c) of this Section 1 of
this Agreement and the terms of the Credit Agreement, the Company may utilize the
Replacement-1 Revolving Credit Commitments (i) by borrowing a loan or loans thereunder
denominated in Dollars or one or more Alternative Currencies (any such loan a “Replacement-1
Revolving Loan”), (ii) by borrowing Swingline Loans from the Swingline Lender or (iii)
through the issuance or renewal of Letters of Credit by any Letter of Credit Issuer. The
Replacement-1 Revolving Credit Commitments and the extensions of credit thereunder are
collectively referred to as the “Replacement-1 Revolving Credit Facility.”




     (c) Subject to clauses (i) through (vii) of the proviso to this paragraph (c) below,
the terms and conditions applicable to the Replacement-1 Revolving Credit Facility and of
the Replacement-1 Revolving Credit Commitments, Replacement-1 Revolving Loans and
participations of Replacement-1 Revolving Credit Lenders in Swingline Loans and Letters of
Credit (including, without limitation, the procedures for and limitations applicable to
borrowings, repayments and prepayments, funding of risk participations, termination and
reduction of commitments, payments of interest, fees, expenses, voting and other amounts and
assignments) shall be identical to the provisions of the Credit Agreement applicable to the
Revolving Credit Facility and the Revolving Credit Commitments, Revolving Credit Loans and
participations of Revolving Credit Lenders in Swingline Loans and Letters of Credit,
respectively, and, with respect to matters arising following the Replacement-1 Revolving
Credit Commitment Effective Date, references in the Credit Agreement and the other Credit
Documents to “Revolving Credit Commitment,” “Revolving Credit Facility,” “Revolving Credit
Loan,” “Revolving Credit Lender” and “Revolving Credit Maturity Date” shall apply to the
rights and obligations of the Credit Parties and the Replacement-1 Revolving Credit Lenders
under the Replacement-1 Revolving Credit Facility as though such terms referred to the
“Replacement-1 Revolving Credit Commitments,” the “Replacement-1 Revolving Credit Facility,”
the “Replace-



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ment-1 Revolving Loans,” the “Replacement-1 Revolving Credit Lenders” and the
“Replacement-1 Revolving Credit Maturity Date”; provided that:




     (i) From and after the Relevant Step-Up Date (as defined below), the following
definitions shall apply only to the Replacement-1 Revolving Credit Facility in lieu of the
definitions contained in the Credit Agreement that would otherwise be applicable thereto by
virtue of the deemed applicability to the Replacement-1 Revolving Credit Facility (and
related defined terms) of references to the Revolving Credit Facility (and related defined
terms) pursuant to paragraph (b) above:




“Level I Status” shall mean, on any date, the circumstance that the Consolidated
Total Debt to Consolidated EBITDA Ratio is greater than or equal to 4.50 to 1.00 as
of such date.




“Level II Status” shall mean, on any date, the circumstance that Level I Status does
not exist and the Consolidated Total Debt to Consolidated EBITDA Ratio is greater
than or equal to 4.00 to 1.00 as of such date.




“Level III Status” shall mean, on any date, the circumstance that neither Level I
Status nor Level II Status exists and the Consolidated Total Debt to Consolidated
EBITDA Ratio is greater than or equal to 3.50 to 1.00 as of such date.




“Level IV Status” shall mean, on any date, the circumstance that none of Level I
Status, Level II Status and Level III Status exists.




     (ii) The “Applicable ABR Margin” for purposes of the Replacement-1 Revolving Credit
Facility (including Replacement-1 Revolving Loans and Swingline Loans thereunder) (x) on any
date prior to November 17, 2012 (or, if the IPO Proceeds Condition (as defined below) has
not been satisfied on the Replacement-1 Revolving Credit Commitment Effective Date, May 17,
2012) (such relevant date, the “Relevant Step-Up Date”) shall be the Applicable ABR Margin
that would have applied to the Revolving Credit Facility on such date in accordance with the
Credit Agreement as in effect on the date of this Agreement and (y) on any date from and
after the Relevant Step-Up Date shall, in lieu of the definition of “Applicable ABR Margin”
set forth in the Credit Agreement that is applicable to the Revolving Credit Facility, be
the applicable percentage per annum set forth below based upon the Status in effect on such
date:



	 	 	 	 	 
	Status	 	Applicable ABR Margin
	Level I Status
	 	 	1.75	%
	Level II Status
	 	 	1.50	%
	Level III Status
	 	 	1.00	%
	Level IV Status
	 	 	0.75	%







     (iii) The “Applicable LIBOR Margin” for purposes of the Replacement-1 Revolving Credit
Facility (including Replacement-1 Revolving Loans and Swingline Loans thereunder) (x) on any
date prior to the Relevant Step-Up Date shall be the Appli-



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cable LIBOR Margin that would have applied to the Revolving Credit Facility on such
date in accordance with the Credit Agreement as in effect on the date of this Agreement and
(y) on any date from and after the Relevant Step-Up Date shall, in lieu of the definition of
“Applicable LIBOR Margin” set forth in the Credit Agreement that is applicable to the
Revolving Credit Facility, be the applicable percentage per annum set forth below based upon
the Status in effect on such date:



	 	 	 	 	 
	Status	 	Applicable LIBOR Margin
	Level I Status
	 	 	2.75	%
	Level II Status
	 	 	2.50	%
	Level III Status
	 	 	2.00	%
	Level IV Status
	 	 	1.75	%







     (iv) The “Commitment Fee Rate” for purposes of the Replacement-1 Revolving Credit
Facility shall mean, with respect to the Available Commitment (x) on any date prior to the
Relevant Step-Up Date, the Commitment Fee Rate that would have applied to the Revolving
Credit Facility on such date in accordance with the Credit Agreement as in effect on the
date of this Agreement and (y) on any date from and after the Relevant Step-Up Date shall,
in lieu of the definition of “Commitment Fee Rate” set forth in the Credit Agreement that is
applicable to the Revolving Credit Facility, be the rate per annum set forth below opposite
the Status in effect on such day:



	 	 	 	 	 
	Status	 	Commitment Fee Rate
	Level I Status
	 	 	0.50	%
	Level II Status
	 	 	0.375	%
	Level III Status
	 	 	0.375	%
	Level IV Status
	 	 	0.375	%







	 	(v)	 	The Replacement-1 Revolving Credit Facility shall become
effective and be available during the Replacement-1 Revolving Commitment
Period and Commitment Fees shall commence accruing on the Available Commitment
under the Replacement-1 Revolving Credit Facility on the Replacement-1
Revolving Credit Commitment Effective Date.
	 
	 	(vi)	 	Subject to the satisfaction of the conditions set forth in
Section 2 of this Agreement, the Company may designate any Letters of Credit
outstanding under the Revolving Credit Facility immediately prior to the
Replacement-1 Revolving Credit Commitment Effective Date to automatically be
deemed to be issued and outstanding under the Replacement-1 Revolving Credit
Facility from and after the Replacement-1 Revolving Credit Commitment Effective
Date.
	 
	 	(vii)	 	The Credit Agreement will be amended as (and at such time and
in the manner) provided in Section 3 of Extension Amendment No. 1 to the Credit
Agreement, dated as of April 6, 2010 and each of the Replacement-1




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	 	 	 	Revolving Credit Lenders hereby acknowledges, agrees and consents to each
such amendment contained therein.






	2.	 	Effectiveness of Replacement-1 Revolving Credit Commitments. The Replacement-1 Revolving
Credit Commitments shall become effective, on the first date (the “Replacement-1 Revolving
Credit Commitment Effective Date”) on or prior to November 17, 2012 on which each of the
following conditions has been satisfied:






	 	(a)	 	the Administrative Agent shall have received executed signature
pages to this Agreement from each of the Replacement-1 Revolving Credit
Lenders, the Swingline Lender, each Letter of Credit Issuer and each Credit
Party;
	 
	 	(b)	 	the Revolving Credit Termination Date shall have occurred with
respect to the Revolving Credit Facility (or will occur concurrently with the
Replacement-1 Revolving Credit Commitment Effective Date);
	 
	 	(c)	 	either (i) the Company shall have received all or a portion of
the proceeds (including by way of contribution) from an initial public offering
of common stock of the Company or its direct or indirect parent company, as the
case may be (the “IPO Proceeds Condition”) or (ii) May 17, 2012 shall have
occurred;
	 
	 	(d)	 	the Company shall have paid an upfront fee to the
Administrative Agent for the account of each Replacement-1 Revolving Credit
Lender listed on Schedule A hereto that is indicated to be entitled to upfront
fees on such Schedule, on the Replacement-1 Revolving Credit Commitment
Effective Date, equal to 0.125% of its Replacement-1 Revolving Credit
Commitment (as set forth on Schedule A);
	 
	 	(e)	 	(i) the conditions to each credit extension set forth in
Section 7.1 of the Credit Agreement shall be satisfied on such date and (ii) no
termination of any Commitments or acceleration of any of the Obligations shall
have previously occurred pursuant to Section 11 of the Credit Agreement and
(iii) the Administrative Agent shall have received a certificate of a
responsible officer of the Company stating that the condition set forth in
subclause (i) has been satisfied;
	 
	 	(f)	 	the Administrative Agent shall have received with respect to
each Mortgaged Property subject to a Mortgage by any U.S. Credit Party, a
completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood
Hazard Determination (together with (y) a notice about special flood hazard
area status and flood disaster assistance duly executed by the Company and each
U.S. Credit Party relating thereto and (z) evidence of insurance with respect
to the Mortgaged Properties in form and substance reasonably satisfactory to
the Administrative Agent; and




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	 	(g)	 	the Administrative Agent shall have received from the Company
an opinion of counsel from Simpson Thacher & Bartlett LLP reasonably acceptable
to the Administrative Agent covering customary matters with respect to this
Agreement.






	3.	 	Acknowledgements. Each Replacement-1 Revolving Credit Lender (i) confirms that it has
received a copy of the Credit Agreement and the other Credit Documents and the exhibits
thereto, together with copies of the financial statements referred to therein and such other
documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Agreement; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Replacement-1 Revolving Credit Lender or
any other Lender or Agent and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers under the Credit Agreement
and the other Credit Documents as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that
it will perform in accordance with their terms all of the obligations which by the terms of
the Credit Agreement are required to be performed by it as a Replacement-1 Revolving Credit
Lender.
	 
	4.	 	Credit Agreement Governs. Except as otherwise set forth in this Agreement, the Replacement-1
Revolving Credit Facility shall otherwise be subject to the applicable provisions of the
Credit Agreement and the other Credit Documents (after giving effect to the deemed
applicability to such Replacement-1 Revolving Credit Facility (and related defined terms) of
references to the Revolving Credit Facility (and related defined terms) pursuant to Section
2(b) above). Each Replacement-1 Revolving Credit Lender acknowledges its receipt of a copy
of, agrees to be bound by the terms of, the Loss Sharing Agreement, dated as of November 17,
2006, by and among the Lenders and the Administrative Agent, to the same extent as though it
were an original signatory thereto.
	 
	5.	 	Borrowers’ Certifications. By its execution of this Agreement, the undersigned officer, to
the best of his or her knowledge, and such Borrower hereby certifies that:






	 	(i)	 	The representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all material
respects on and as of the date hereof to the same extent as though made on and
as of the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date, in which case such representations and
warranties were true and correct in all material respects on and as of such
earlier date; and
	 
	 	(ii)	 	No event has occurred and is continuing or would result from
the consummation of the proposed Borrowing contemplated hereby that would
constitute a Default or an Event of Default.




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	6.	 	Tax Forms. Each Replacement-1 Revolving Credit Lender that is not a Lender under the
Existing Credit Agreement hereby agrees to deliver herewith to the Administrative Agent such
forms, certificates or other evidence with respect to United States federal income tax
withholding matters as such Replacement-1 Revolving Credit Lender may be required to deliver
to the Administrative Agent pursuant to Section 5.4(d) and/or Section 5.4(e) of the Credit
Agreement.
	 
	7.	 	Recordation of the Replacement Revolving Credit Facility. On the Replacement-1 Revolving
Credit Commitment Effective Date, the Administrative Agent will make such recordings and other
modifications or updates to the Register as are necessary to give effect to and to reflect the
Replacement-1 Revolving Credit Facility and the existence and respective holders of the
Replacement-1 Revolving Commitments thereunder as of such date as provided for herein. In the
event that prior to the Replacement-1 Revolving Credit Commitment Effective Date, any
Replacement-1 Revolving Credit Lender (an “Assigning Lender”) assigns all or a portion of its
Revolving Credit Commitment to an assignee (an “Assignee Lender”) in accordance with the
requirements of Section 14.6 of the Credit Agreement (including, after obtaining the
receipt of any consent(s) required therefor), the parties hereby agree such assignment shall
also constitute an assignment of a corresponding portion of the Assigning Lender’s
Replacement-1 Revolving Commitment to the Assignee Lender and, upon the effectiveness of such
assignment of a Revolving Credit Commitment, the Administrative Agent, the Assigning Lender,
the Assignee Lender and the Parent Borrower shall enter into an amendment to this Agreement to
reflect the assignment and assumption of the Replacement-1 Revolving Credit Commitment so
assigned.
	 
	8.	 	Post-Effectiveness Covenant.





     (a) Within 90 days after the Replacement-1 Revolving Credit Commitment Effective Date, the
Administrative Agent shall have received:




	 	(i)	 	amendments to each Mortgage to which a U.S. Credit Party is
then party (except to the extent the Administrative Agent determines such
amendment is not required) for purposes of providing the benefit of the
security interest of such Mortgage for the benefit of the Replacement-1
Revolving Credit Lenders on substantially the same basis as is provided under
the U.S. Security Agreement and U.S. Pledge Agreement (and with such other
changes as are reasonably acceptable to the Collateral Agent and the Company);
	 
	 	(ii)	 	executed legal opinions, in form and substance reasonably
satisfactory to the Administrative Agent, with respect to such amended
Mortgages; and
	 
	 	(iii)	 	with respect to each amended Mortgage, a date-down or
modification endorsement to the policy or policies of title insurance insuring
the Lien of each Mortgage, issued by a nationally recognized title insurance
company insuring the Lien of each amended Mortgage as a valid Lien on the
Mortgaged Property described therein, free of any other Liens except
as ex-




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	 	 	 	pressly permitted by Section 10.2 of the Credit Agreement or consented to by
the Administrative Agent, together with such endorsements, coinsurance and
reinsurance as the Administrative Agent may reasonably request having the
effect of a valid, issued and binding title insurance policy.





     (b) The Company shall pay an upfront fee to the Administrative Agent for the account of each
Replacement-1 Revolving Credit Lender listed on Schedule A hereto that is indicated to be entitled
to upfront fees on such Schedule, on November 17, 2012, equal to 0.125% of its Replacement-1
Revolving Credit Commitment as in effect on such date




	9.	 	Effect of Restatement; Amendment, Modification and Waiver. Effective upon the execution and
delivery of this Agreement by each Replacement 1-Revolving Credit Lender listed on Schedule A
hereto and each of the other parties listed on the signature pages hereto, this Agreement
shall supersede the Original Joinder Agreement No. 1 in its entirety and the Original Joinder
Agreement No. 1 shall be of no further force and effect. Except as contemplated by Section 7,
this Agreement may not be amended, modified or waived except by an instrument or instruments
in writing signed and delivered on behalf of each of the parties hereto.
	 
	10.	 	Entire Agreement. This Agreement, the Existing Credit Agreement and the other Credit
Documents constitute the entire agreement among the parties with respect to the subject matter
hereof and thereof and supersede all other prior agreements and understandings, both written
and verbal, among the parties or any of them with respect to the subject matter hereof.
	 
	11.	 	GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
	 
	12.	 	Severability. Any term or provision of this Agreement which is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of any of the
terms or provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so
broad as would be enforceable.
	 
	13.	 	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
to be an original, but all of which shall constitute one and the same agreement.




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          IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute
and deliver this Joinder Agreement as of November 1, 2010.



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ David H. Strickert
 	 
	 	 	Name:  	David H. Strickert 	 
	 	 	Title:  	Senior Vice President 	 
	 



Notice Address: 100 N. Tryon St., NC1-007-17-15,

Charlotte, NC 28255

Attention: David Strickert

Telephone: 980.386.3798

Facsimile:704.719.8949




[Additional Lender Signature Pages Omitted]





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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the date first above written.



	 	 	 	 	 
	 	HCA INC.

 	 
	 	By:  	/s/ David G. Anderson
 	 
	 	 	Name:  	David G. Anderson 	 
	 	 	Title:  	Senior Vice President –

Finance and Treasurer 	 
	 
	 	HCA UK CAPITAL LIMITED

 	 
	 	By:  	/s/ James Petkas
 	 
	 	 	Name:  	James Petkas 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	Each of the U.S. GUARANTORS listed on Schedule

II hereto

 	 
	 	By:  	/s/ John M. Franck II
 	 
	 	 	Name:  	John M. Franck II 	 
	 	 	Title:  	Vice President and

Assistant Secretary 	 
	 




 









 





	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED by
	 	)	 	 	 	 	 	 	 	 
	HCA UK HOLDINGS LIMITED
	 	)	 	Director	 	/s/ James Petkas	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	acting by
	 	)	 	 	 	 	 	 	 	 
	 
	 	)	 	Witness:	 	/s/ Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	as a European Guarantor
	 	)	 	 	 	Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED by
	 	)	 	 	 	 	 	 	 	 
	HCA UK CAPITAL LIMITED
	 	)	 	Director	 	/s/ James Petkas	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	acting by
	 	)	 	 	 	 	 	 	 	 
	 
	 	)	 	Witness:	 	/s/ Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	as a European Guarantor
	 	)	 	 	 	Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED by
	 	)	 	 	 	 	 	 	 	 
	HCA UK SERVICES LIMITED
	 	)	 	Director	 	/s/ James Petkas	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	acting by
	 	)	 	 	 	 	 	 	 	 
	 
	 	)	 	Witness:	 	/s/ Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	as a European Guarantor
	 	)	 	 	 	Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED by
	 	)	 	 	 	 	 	 	 	 
	HCA INTERNATIONAL
	 	)	 	 	 	 	 	 	 	 
	HOLDINGS LIMITED
	 	)	 	Director	 	/s/ James Petkas	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	acting by
	 	)	 	 	 	 	 	 	 	 
	 
	 	)	 	Witness:	 	/s/ Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	as a European Guarantor
	 	)	 	 	 	Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED by
	 	)	 	 	 	 	 	 	 	 
	HCA UK INVESTMENTS
	 	)	 	 	 	 	 	 	 	 
	LIMITED
	 	)	 	Director	 	/s/ James Petkas	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	acting by
	 	)	 	 	 	 	 	 	 	 
	 
	 	)	 	Witness:	 	/s/ Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	as a European Guarantor
	 	)	 	 	 	Verity Broadhurst	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED by
	 	)	 	 	 	 	 	 	 	 
	THE HARLEY STREET
	 	)	 	 	 	 	 	 	 	 
	CANCER CLINIC LIMITED
	 	)	 	Director	 	/s/ James Petkas	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	acting by
	 	)	 	 	 	 	 	 	 	 
	 
	 	)	 	Witness:	 	/s/ Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	as a European Guarantor
	 	)	 	 	 	Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED by
	 	)	 	 	 	 	 	 	 	 
	HCA INTERNATIONAL
	 	)	 	 	 	 	 	 	 	 
	LIMITED
	 	)	 	Director	 	/s/ James Petkas	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	acting by
	 	)	 	 	 	 	 	 	 	 
	 
	 	)	 	Witness:	 	/s/ Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	as a European Guarantor
	 	)	 	 	 	Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED by
	 	)	 	 	 	 	 	 	 	 
	HCA UK LIMITED
	 	)	 	Director	 	/s/ James Petkas	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	acting by
	 	)	 	 	 	 	 	 	 	 
	 
	 	)	 	Witness:	 	/s/ Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	as a European Guarantor
	 	)	 	 	 	Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED by
	 	)	 	 	 	 	 	 	 	 
	ST MARTINS LIMITED
	 	)	 	Director	 	/s/ James Petkas	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	acting by
	 	)	 	 	 	 	 	 	 	 
	 
	 	)	 	Witness:	 	/s/ Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	as a European Guarantor
	 	)	 	 	 	Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED by
	 	)	 	 	 	 	 	 	 	 
	ST MARTINS HEALTHCARE
	 	)	 	 	 	 	 	 	 	 
	LIMITED
	 	)	 	Director	 	/s/ James Petkas	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	acting by
	 	)	 	 	 	 	 	 	 	 
	 
	 	)	 	Witness:	 	/s/ Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	as a European Guarantor
	 	)	 	 	 	Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED by
	 	)	 	 	 	 	 	 	 	 
	HCA STAFFING LIMITED
	 	)	 	Director	 	/s/ James Petkas	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	acting by
	 	)	 	 	 	 	 	 	 	 
	 
	 	)	 	Witness:	 	/s/ Verity Broadhurst	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	as a European Guarantor
	 	)	 	 	 	Verity Broadhurst	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED by
	 	)	 	 	 	 	 	 	 	 
	LA TOUR FINANCE
LIMITED PARTNERSHIP
	 	)	 	 	 	 	 	 	 	 
	acting by
	 	)	 	 	 	 	 	 	 	 
	HCA SWITZERLAND
HOLDING SARL, general

partner acting by
	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 

	 

	 	/s/ R. Milton Johnson	 	 
	 

	 	 	 	 
	 

	 	R. Milton Johnson	 	 
	and
	 	 	 	 
	 

	 	/s/ John M. Franck II	 	 
	 

	 	 	 	 
	 

	 	John M. Franck II
	 	 





acting under the authority of the company






 









 








	 	 	 	 	 
	 	Consented to by:



BANK OF AMERICA, N.A.,

as Administrative Agent, Letter of Credit Issuer and

Swingline Lender

 	 
	 	By:  	/s/ David H. Strickert
 	 
	 	 	Name:  	David H. Strickert 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Letter of Credit Issuer

 	 
	 	By:  	/s/ Dawn Lee Lum
 	 
	 	 	Name:  	Dawn Lee Lum 	 
	 	 	Title:  	Executive Director 	 
	 




 











 





Schedule II

to Amended and Restated Joinder Agreement No. 1




	 	 	 	 	 	 	 
	 	 	By its	 	By its	 	By the General
	 	 	General	 	Sole	 	Partner of its Sole
	U.S. Guarantor	 	Partner	 	Member	 	Member
	American Medicorp Development Co.
	 	 	 	 	 	 
	Bay Hospital, Inc.
	 	 	 	 	 	 
	Brigham City Community Hospital, Inc.
	 	 	 	 	 	 
	Brookwood Medical Center of Gulfport, Inc.
	 	 	 	 	 	 
	Capital Division, Inc.
	 	 	 	 	 	 
	Centerpoint Medical Center of Independence, LLC
	 	 	 	 	 	 
	Central Florida Regional Hospital, Inc.
	 	 	 	 	 	 
	Central Shared Services, LLC
	 	 	 	 	 	 
	Central Tennessee Hospital Corporation
	 	 	 	 	 	 
	CHCA Bayshore, L.P.

	 	*	 	 	 	 
	CHCA Conroe, L.P.

	 	*	 	 	 	 
	CHCA Mainland, L.P.

	 	*	 	 	 	 
	CHCA West Houston, L.P.

	 	*	 	 	 	 
	CHCA Woman’s Hospital, L.P.

	 	*	 	 	 	 
	Chippenham & Johnston-Willis Hospitals, Inc.
	 	 	 	 	 	 
	CMS GP, LLC
	 	 	 	 	 	 
	Colorado Health Systems, Inc.
	 	 	 	 	 	 
	Columbia ASC Management, L.P.

	 	*	 	 	 	 
	Columbia Jacksonville Healthcare System, Inc.
	 	 	 	 	 	 
	Columbia LaGrange Hospital, Inc.
	 	 	 	 	 	 
	Columbia Medical Center of Arlington Subsidiary, L.P.

	 	*	 	 	 	 
	Columbia Medical Center of Denton Subsidiary, L.P.

	 	*	 	 	 	 
	Columbia Medical Center of Las Colinas, Inc.
	 	 	 	 	 	 
	Columbia Medical Center of Lewisville Subsidiary, L.P.

	 	*	 	 	 	 
	Columbia Medical Center of McKinney Subsidiary, L.P.

	 	*	 	 	 	 
	Columbia Medical Center of Plano Subsidiary, L.P.

	 	*	 	 	 	 
	Columbia North Hills Hospital Subsidiary, L.P.

	 	*	 	 	 	 
	Columbia Ogden Medical Center, Inc.
	 	 	 	 	 	 
	Columbia Parkersburg Healthcare System, LLC
	 	 	 	 	 	 
	Columbia Plaza Medical Center of Fort Worth Subsidiary,
L.P.

	 	*	 	 	 	 
	Columbia Polk General Hospital, Inc.
	 	 	 	 	 	 
	Columbia Rio Grande Healthcare, L.P.

	 	*	 	 	 	 
	Columbia Riverside, Inc.
	 	 	 	 	 	 
	Columbia Valley Healthcare System, L.P.

	 	*	 	 	 	 
	Columbia/Alleghany Regional Hospital, Incorporated
	 	 	 	 	 	 
	Columbia/HCA John Randolph, Inc.
	 	 	 	 	 	 
	Columbine Psychiatric Center, Inc.
	 	 	 	 	 	 
	Columbus Cardiology, Inc.
	 	 	 	 	 	 















 





2



	 	 	 	 	 	 	 
	 	 	By its	 	By its	 	By the General
	 	 	General	 	Sole	 	Partner of its Sole
	U.S. Guarantor	 	Partner	 	Member	 	Member
	Conroe Hospital Corporation
	 	 	 	 	 	 
	Dallas/Ft. Worth Physician, LLC
	 	 	 	 	 	 
	Dauterive Hospital Corporation
	 	 	 	 	 	 
	Dublin Community Hospital, LLC
	 	 	 	 	 	 
	Eastern Idaho Health Services, Inc.
	 	 	 	 	 	 
	Edward White Hospital, Inc.
	 	 	 	 	 	 
	El Paso Surgicenter, Inc.
	 	 	 	 	 	 
	Encino Hospital Corporation, Inc.
	 	 	 	 	 	 
	EP Health, LLC
	 	 	 	 	 	 
	Fairview Park GP, LLC
	 	 	 	 	 	 
	Fairview Park, Limited Partnership

	 	*	 	 	 	 
	Frankfort Hospital, Inc.
	 	 	 	 	 	 
	Galen Property, LLC
	 	 	 	 	 	 
	Good Samaritan Hospital, L.P.

	 	*	 	 	 	 
	Goppert-Trinity Family Care, LLC
	 	 	 	 	 	 
	GPCH-GP, Inc.
	 	 	 	 	 	 
	Grand Strand Regional Medical Center, LLC
	 	 	 	 	 	 
	Green Oaks Hospital Subsidiary, L.P.

	 	*	 	 	 	 
	Greenview Hospital, Inc.
	 	 	 	 	 	 
	HCA — IT&S Field Operations, Inc.
	 	 	 	 	 	 
	HCA — IT&S Inventory Management, Inc.
	 	 	 	 	 	 
	HCA Central Group, Inc.
	 	 	 	 	 	 
	HCA Health Services of Florida, Inc.
	 	 	 	 	 	 
	HCA Health Services of Louisiana, Inc.
	 	 	 	 	 	 
	HCA Health Services of Oklahoma, Inc.
	 	 	 	 	 	 
	HCA Health Services of Tennessee, Inc.
	 	 	 	 	 	 
	HCA Health Services of Virginia, Inc.
	 	 	 	 	 	 
	HCA Management Services, L.P.

	 	*	 	 	 	 
	HCA Realty, Inc.
	 	 	 	 	 	 
	HD&S Corp. Successor, Inc.
	 	 	 	 	 	 
	Health Midwest Office Facilities Corporation
	 	 	 	 	 	 
	Health Midwest Ventures Group, Inc.
	 	 	 	 	 	 
	HTI MOB, LLC

	 	 	 	*	 	 
	Hendersonville Hospital Corporation
	 	 	 	 	 	 
	Hospital Corporation of Tennessee
	 	 	 	 	 	 
	Hospital Corporation of Utah
	 	 	 	 	 	 
	Hospital Development Properties, Inc.
	 	 	 	 	 	 
	HSS Holdco, LLC
	 	 	 	 	 	 
	HSS Systems VA, LLC
	 	 	 	 	 	 
	HSS Systems, LLC
	 	 	 	 	 	 
	HSS Virginia, L.P.

	 	*	 	 	 	 
	HTI Memorial Hospital Corporation
	 	 	 	 	 	 
	Integrated Regional Lab, LLC
	 	 	 	 	 	 
	Integrated Regional Laboratories, LLP

	 	*	 	 	 	 















 





3



	 	 	 	 	 	 	 
	 	 	By its	 	By its	 	By the General
	 	 	General	 	Sole	 	Partner of its Sole
	U.S. Guarantor	 	Partner	 	Member	 	Member
	JFK Medical Center Limited Partnership

	 	*	 	 	 	 
	KPH-Consolidation, Inc.
	 	 	 	 	 	 
	Lakeland Medical Center, LLC
	 	 	 	 	 	 
	Lakeview Medical Center, LLC
	 	 	 	 	 	 
	Largo Medical Center, Inc.
	 	 	 	 	 	 
	Las Vegas Surgicare, Inc.
	 	 	 	 	 	 
	Lawnwood Medical Center, Inc.
	 	 	 	 	 	 
	Lewis-Gale Hospital, Incorporated
	 	 	 	 	 	 
	Lewis-Gale Medical Center, LLC
	 	 	 	 	 	 
	Lewis-Gale Physicians, LLC
	 	 	 	 	 	 
	Los Robles Regional Medical Center
	 	 	 	 	 	 
	Management Services Holdings, Inc.
	 	 	 	 	 	 
	Marietta Surgical Center, Inc.
	 	 	 	 	 	 
	Marion Community Hospital, Inc.
	 	 	 	 	 	 
	MCA Investment Company
	 	 	 	 	 	 
	Medical Centers of Oklahoma, LLC
	 	 	 	 	 	 
	Medical Office Buildings of Kansas, LLC
	 	 	 	 	 	 
	Memorial Healthcare Group, Inc.
	 	 	 	 	 	 
	Midwest Division — ACH, LLC
	 	 	 	 	 	 
	Midwest Division — LRHC, LLC
	 	 	 	 	 	 
	Midwest Division — LSH, LLC
	 	 	 	 	 	 
	Midwest Division — MCI, LLC
	 	 	 	 	 	 
	Midwest Division — MMC, LLC
	 	 	 	 	 	 
	Midwest Division — OPRMC, LLC
	 	 	 	 	 	 
	Midwest Division — PFC, LLC
	 	 	 	 	 	 
	Midwest Division — RBH, LLC
	 	 	 	 	 	 
	Midwest Division — RMC, LLC
	 	 	 	 	 	 
	Midwest Division — RPC, LLC
	 	 	 	 	 	 
	Midwest Holdings, Inc.
	 	 	 	 	 	 
	Montgomery Regional Hospital, Inc.
	 	 	 	 	 	 
	Mountain View Hospital, Inc.
	 	 	 	 	 	 
	Nashville Shared Services General Partnership

	 	*	 	 	 	 
	National Patient Account Services, Inc.
	 	 	 	 	 	 
	New Port Richey Hospital, Inc.
	 	 	 	 	 	 
	New Rose Holding Company, Inc.
	 	 	 	 	 	 
	North Florida Immediate Care Center, Inc.
	 	 	 	 	 	 
	North Florida Regional Medical Center, Inc.
	 	 	 	 	 	 
	Northern Utah Healthcare Corporation
	 	 	 	 	 	 
	Northern Virginia Community Hospital, LLC
	 	 	 	 	 	 
	Northlake Medical Center, LLC
	 	 	 	 	 	 
	Notami Hospitals of Louisiana, Inc.
	 	 	 	 	 	 
	Notami Hospitals, LLC
	 	 	 	 	 	 
	Okaloosa Hospital, Inc.
	 	 	 	 	 	 
	Okeechobee Hospital, Inc.
	 	 	 	 	 	 















 





4



	 	 	 	 	 	 	 
	 	 	By its	 	By its	 	By the General
	 	 	General	 	Sole	 	Partner of its Sole
	U.S. Guarantor	 	Partner	 	Member	 	Member
	Outpatient Cardiovascular Center of Central Florida, LLC
	 	 	 	 	 	 
	Palms West Hospital Limited Partnership

	 	*	 	 	 	 
	Palmyra Park Hospital, Inc.
	 	 	 	 	 	 
	Pasadena Bayshore Hospital, Inc.
	 	 	 	 	 	 
	Plantation General Hospital Limited Partnership

	 	*	 	 	 	 
	Pulaski Community Hospital, Inc.
	 	 	 	 	 	 
	Redmond Park Hospital, LLC
	 	 	 	 	 	 
	Redmond Physician Practice Company
	 	 	 	 	 	 
	Regional Health System of Acadiana, LLC, The
	 	 	 	 	 	 
	Reston Hospital Center, LLC
	 	 	 	 	 	 
	Retreat Hospital, LLC
	 	 	 	 	 	 
	Rio Grande Regional Hospital, Inc.
	 	 	 	 	 	 
	Riverside Healthcare System, L.P.

	 	*	 	 	 	 
	Riverside Hospital, Inc.
	 	 	 	 	 	 
	Samaritan, LLC
	 	 	 	 	 	 
	San Jose Healthcare System, LP

	 	*	 	 	 	 
	San Jose Hospital, L.P.

	 	*	 	 	 	 
	San Jose Medical Center, LLC
	 	 	 	 	 	 
	San Jose, LLC
	 	 	 	 	 	 
	Sarasota Doctors Hospital, Inc.
	 	 	 	 	 	 
	SJMC, LLC
	 	 	 	 	 	 
	Southern Hills Medical Center, LLC
	 	 	 	 	 	 
	Spotsylvania Medical Center, Inc.
	 	 	 	 	 	 
	Spring Branch Medical Center, Inc.
	 	 	 	 	 	 
	Spring Hill Hospital, Inc.
	 	 	 	 	 	 
	St. Mark’s Lone Peak Hospital, Inc.
	 	 	 	 	 	 
	Sun City Hospital, Inc.
	 	 	 	 	 	 
	Sunrise Mountainview Hospital, Inc.
	 	 	 	 	 	 
	Surgicare of Brandon, Inc.
	 	 	 	 	 	 
	Surgicare of Florida, Inc.
	 	 	 	 	 	 
	Surgicare of Houston Women’s, Inc.
	 	 	 	 	 	 
	Surgicare of Manatee, Inc.
	 	 	 	 	 	 
	Surgicare of New Port Richey, Inc.
	 	 	 	 	 	 
	Surgicare of Palms West, LLC
	 	 	 	 	 	 
	Surgicare of Riverside, LLC

	 	 	 	 	 	*
	Tallahassee Medical Center, Inc.
	 	 	 	 	 	 
	TCMC Madison-Portland, Inc.
	 	 	 	 	 	 
	Terre Haute Hospital GP, Inc.
	 	 	 	 	 	 
	Terre Haute Hospital Holdings, Inc.
	 	 	 	 	 	 
	Terre Haute MOB, L.P.

	 	*	 	 	 	 
	Terre Haute Regional Hospital, L.P.

	 	*	 	 	 	 
	Timpanogos Regional Medical Services, Inc.
	 	 	 	 	 	 
	Trident Medical Center, LLC
	 	 	 	 	 	 
	Utah Medco, LLC
	 	 	 	 	 	 















 





5



	 	 	 	 	 	 	 
	 	 	By its	 	By its	 	By the General
	 	 	General	 	Sole	 	Partner of its Sole
	U.S. Guarantor	 	Partner	 	Member	 	Member
	VH Holdco, Inc.
	 	 	 	 	 	 
	VH Holdings, Inc.
	 	 	 	 	 	 
	Virginia Psychiatric Company, Inc.
	 	 	 	 	 	 
	W & C Hospital, Inc.
	 	 	 	 	 	 
	Walterboro Community Hospital, Inc.
	 	 	 	 	 	 
	Wesley Medical Center, LLC
	 	 	 	 	 	 
	West Florida Regional Medical Center, Inc.
	 	 	 	 	 	 
	West Valley Medical Center, Inc.
	 	 	 	 	 	 
	Western Plains Capital, Inc.
	 	 	 	 	 	 
	WHMC, Inc.
	 	 	 	 	 	 
	Woman’s Hospital of Texas, Incorporated