EX-4.2



 Exhibit 4.2 

Execution Version 

TRANCHE B-11 TERM LOAN 

JOINDER AGREEMENT NO. 7 

JOINDER AGREEMENT NO. 7, dated as of March 13, 2018 (this “Agreement”), by and among Bank of America, N.A. (the
“Tranche B-11 Funding Loan Lender”), each Tranche B-11 Converting Loan Lender (as defined below), HCA INC., a Delaware corporation (the
“Borrower”) and BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent. 
 RECITALS: 

WHEREAS, reference is hereby made to the Credit Agreement, dated as of November 17, 2006, as amended and restated as of May 4,
2011, as further amended and restated as of February 26, 2014, as further supplemented as of June 10, 2015, March 18, 2016, August 15, 2016, February 15, 2017 and March 20, 2017 and as further amended and restated as of
June 28, 2017 and as further supplemented as of March 13, 2018 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto,
Bank of America, N. A., as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer and the other parties named therein (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);

 WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may establish New Term Loan Commitments by,
among other things, entering into one or more Joinder Agreements with New Term Loan Lenders; 
 WHEREAS, the Borrower desires to
establish a Series of New Term Loans in an aggregate initial principal amount equal to $1,165,606,875 pursuant to this Agreement which shall be titled the “Tranche B-11 Term Loans”; 

WHEREAS, the Tranche B-11 Term Loans constitute Ratio First Lien Indebtedness under the Credit
Agreement; and 
 WHEREAS, Bank of America, N.A., Citigroup Global Markets Inc., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A.
and Wells Fargo Securities, LLC are acting as joint lead arrangers and joint bookrunners for the Tranche B-11 Term Loans. 

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree
as follows: 
 The Tranche B-11 Funding Loan Lender hereby agrees to commit to provide its New Term
Loan Commitment with respect to the Tranche B-11 Term Loans (its “Tranche B-11 Term Loan Commitment”), as set forth on Schedule A annexed hereto,
on the terms and subject to the conditions set forth below. Each Tranche B-9 Term Loan Lender that has executed a counterpart of this Agreement in its capacity as such (each a “Tranche B-11 Converting Loan Lender” and together with the Tranche B-11 Funding Loan Lender, the “Tranche B-11 Loan
Lenders”) indicating its willingness to convert Tranche B-9 Term Loans to Tranche B-11 Term 

  
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Loans, hereby agrees to have the portion of such Tranche B-9 Term Loans so converted in accordance herewith (after giving effect to any reduction as
contemplated by the signature pages hereto) (as to such Tranche B-11 Converting Loan Lender, its “Converted Tranche B-9 Term Loan”) converted to Tranche
B-11 Term Loans on the terms and subject to the conditions set forth below. 
 Each Tranche B-11 Loan 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 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 Tranche
B-11 Loan Lender. Each Tranche B-11 Converting Loan Lender hereby agrees to the prepayment in full of all Tranche B-9 Term Loans
that are not Converted Tranche B-9 Term Loans. 
 The Tranche
B-11 Loan Lender hereby agrees to make its respective Commitment on the following terms and conditions: 
  

	1.	Applicable Margins.  The Applicable ABR Margin and Applicable LIBOR Margin for the Tranche B-11 Term Loans shall be as set forth below: 


 

			
	Tranche B-11 Term Loans
	 	 
	
Applicable LIBOR

Margin
	  	
Applicable ABR

Margin

	
1.75%
	  	0.75%

  

	2.	Principal Payments.  The Borrower shall make principal payments on the Tranche B-11 Term Loans in installments on the dates and in the amounts set forth below
(with amounts set forth below expressed as a percentage of the aggregate principal amount of the Tranche B-11 Term Loans on the Tranche B-11 Effective Date):



  
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(A)
  

New Repayment

Date
	  	
(B)
  

Tranche B-11 Term

Loan Repayment

Amount

	June 30, 2018	  	0.25%
	September 30, 2018	  	0.25%
	December 31, 2018	  	0.25%
	March 31, 2019	  	0.25%
	June 30, 2019	  	0.25%
	September 30, 2019	  	0.25%
	December 31, 2019	  	0.25%
	March 31, 2020	  	0.25%
	June 30, 2020	  	0.25%
	September 30, 2020	  	0.25%
	December 31, 2020	  	0.25%
	March 31, 2021	  	0.25%
	June 30, 2021	  	0.25%
	September 30, 2021	  	0.25%
	December 31, 2021	  	0.25%
	March 31, 2022	  	0.25%
	June 30, 2022	  	0.25%
	September 30, 2022	  	0.25%
	December 31, 2022	  	0.25%
	 Tranche B-11 Term Loan
 Maturity Date
	  	 Remaining

outstanding amounts


 Notwithstanding the foregoing, the Borrower shall repay all outstanding Tranche B-11
Term Loans on March 18, 2023 (or, if such day is not a Business Day, the immediately preceding Business Day) (the “Tranche B-11 Term Loan Maturity Date”). 

 

	3.	Voluntary and Mandatory Prepayments.  Scheduled installments of principal of the Tranche B-11 Term Loans set forth above shall be reduced in connection with any
voluntary or mandatory prepayments of the Tranche B-11 Term Loans in accordance with Sections 5.1 or 5.2 of the Credit Agreement, respectively. 


 

	4.	Prepayment Fees.  In the event that prior to the date that is six months after the Tranche B-11 Effective Date a Repricing Transaction occurs with respect to the
Tranche B-11 Term Loans, the Borrower shall pay a premium to each Lender whose Tranche B-11 Term Loan is repaid or amended (including any
Non-Consenting Lender who is required to assign its Tranche B-11 Term Loans), as applicable, equal to the 1.00% of the principal amount of such Lender’s affected
Tranche B-11 Term Loan. 

 For purposes of the foregoing: 

  
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“Repricing Transaction” shall mean the repayment, refinancing or replacement of all or a portion of the Tranche B-11 Term Loans with
proceeds from the incurrence by any Credit Party of any long-term bank debt financing incurred for the primary purpose of repaying, refinancing or replacing the Tranche B-11 Term Loans having an effective
interest cost or weighted average yield (excluding any arrangement or commitment fees in connection therewith) that is less than the effective interest rate for or weighted average yield of the Tranche B-11
Term Loans, including, without limitation, as may be effected through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, the Tranche B-11 Term Loans;
provided that such prepayment premium shall not be payable if the prepayment or refinancing is made in connection with a Change of Control. 

  

	5.	Other Terms of Tranche B-11 Term Loans.  Except as expressly set forth herein, the terms of the Tranche B-11 Term Loans
shall be identical to the terms of the Tranche B-9 Term Loans. References in the Credit Agreement to Term Loans shall include without limitation, the Tranche B-11 Term
Loans which shall be deemed to be a separate Class of Term Loans under the Credit Agreement. 

  

	6.	Funding and Conversion of Tranche B-11 Term Loans.  Subject to the terms and conditions of this Agreement, on the Tranche
B-11 Effective Date (i) the Tranche B-11 Funding Loan Lender agrees to make to the Borrower a Tranche B-11 Term Loan in an
aggregate principal amount equal to its Tranche B-11 Term Loan Commitment and (ii) each Converted Tranche B-9 Term Loan of each Tranche B-11 Converting Loan Lender shall be converted into a Tranche B-11 Term Loan of such Lender effective as of the Tranche B-11 Effective
Date in a principal amount equal to the principal amount of such Lender’s Converted Tranche B-9 Term Loan immediately prior to such conversion. The Tranche B-11
Term Loan Commitment shall be automatically and permanently reduced to $0 upon the funding of the Tranche B-11 Funding Loan Lender pursuant to this Section 6. 


 

	7.	Credit Agreement Governs.  Except as set forth in this Agreement, the Tranche B-11 Term Loans shall otherwise be subject to the provisions of the Credit Agreement
and the other Credit Documents. 

  

	8.	Borrower’s Certifications.  By its execution of this Agreement, the undersigned officer (solely in such capacity, not individually and without personal liability), to the best of his or her
knowledge, and the 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



  
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	 	(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. 


 

	9.	Conditions to Tranche B-11 Effective Date.  This Agreement shall become effective on the date (the “Tranche B-11
Effective Date”) when each of the conditions set forth below has been satisfied: 


(a)        The Administrative Agent shall have received executed counterparts hereof
(which may include facsimile or other electronic transmission of a signed signature page to this Agreement) from the Borrower, the Tranche B-11 Funding Loan Lender, each Tranche
B-11 Converting Loan Lender and the Administrative Agent; 

(b)        The Administrative Agent shall have received from the Borrower an opinion
of counsel from Simpson Thacher & Bartlett LLP reasonably acceptable to the Administrative Agent covering such matters as are required pursuant to Section 2.14(a) of the Credit Agreement; 

(c)        The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each improved Mortgaged Property (together with a notice about
special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party relating thereto) and, with respect to any Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is
located in a special flood hazard area, evidence of flood insurance as and to the extent required under Section 9.3 of the Credit Agreement; 

(d)        The Administrative Agent shall have received an officer’s certificate
of the Borrower setting forth the calculations (in reasonable detail) demonstrating compliance with (i) the financial test described in Section 10.8 of the Credit Agreement and (ii) the ratio set forth in the definition of “Ratio
First Lien Indebtedness” in the Credit Agreement; and 
 (e)        The
Administrative Agent shall have received a written notice of prepayment on the Tranche B-11 Effective Date of all Tranche B-9 Term Loans (other than the Converted
Tranche B-9 Term Loans). 
  

	10.	Mortgage Requirements.  No later than 90 days following the Tranche B-11 Effective Date, the Borrower shall deliver or cause to be delivered to the
Collateral Agent: 

  

	 	(a)	No Mortgage Amendment Necessary 

 Written or
e-mail confirmation from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that: (i) the recording of the existing Mortgage (and any related fixture
filing) is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by this Agreement and the other documents
executed in connection here 

  
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with, for the benefit of the Secured Parties, and (ii) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes are necessary or appropriate under applicable law in order to maintain the continued
enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by this Agreement and the other documents executed in connection herewith, for the benefit of the Secured
Parties, unless any such mortgage recording taxes are payable in connection with the transactions contemplated by this Agreement, in which case such written confirmation shall so state; or, for any Mortgage recorded in a jurisdiction in which local
counsel is unable to provide the foregoing written or email confirmation, with respect to such Mortgage, the deliverables listed in Section 10(b) below. 
  

	 	(b)	Mortgage Amendment Necessary 

  

	 	(i)	an amendment to each Mortgage (each, a “Mortgage Amendment”) to which a Credit Party is then party duly executed and acknowledged by the applicable Credit Party, and in form for recording in the
recording office where the respective Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form
and substance reasonably satisfactory to the Administrative Agent; 

  

	 	(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 (i) a title search of the relevant Mortgaged Property (except for Mortgaged Properties located in Texas) confirming that there are no Liens of record in violation of the
provisions of the applicable Mortgage and (ii) for Mortgaged Properties located in Texas, a TX T.38 modification endorsement to the existing policy or policies of title insurance insuring the Lien of each applicable Mortgage in form and
substance reasonably satisfactory to the Administrative Agent and having the effect of a valid, issued and binding endorsement to the respective title insurance policy. 


 

	11.	Certain ERISA Matters. 

 (a)    Each Tranche B-11 Loan Lender (x) represents and warrants, as of the date such Person became a Tranche B-11 Loan Lender party hereto, to, and (y) covenants, from the date such
Person became a Tranche B-11 Loan Lender party hereto to the date such Person ceases being a Tranche B-11 Loan Lender party hereto, for the benefit of, the
Administrative Agent and each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that at least one of the following is and will be true: 

  
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	 	(i)	such Tranche B-11 Loan Lender is not using “plan assets” of one or more Benefit Plans in connection with the Tranche B-11 Term
Loans or the Tranche B-11 Term Loan Commitments, 

  

	 	(ii)	the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset
managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions
involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23
(a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Tranche B-11 Loan Lender’s entrance
into, participation in, administration of and performance of the Tranche B-11 Term Loans, the Tranche B-11 Term Loan Commitments and this Agreement, 


 

	 	(iii)	(A) such Tranche B-11 Loan Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Tranche B-11 Loan Lender to enter into, participate in, administer and
perform the Tranche B-11 Term Loans, the Tranche B-11 Term Loan Commitments and this Agreement, (C) the entrance into, participation in, administration of and
performance of the Tranche B-11 Term Loans, the Tranche B-11 Term Loan Commitments and this Agreement satisfies the requirements of
sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Tranche B-11 Loan Lender, the
requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Tranche B-11 Loan Lender’s entrance into, participation in,
administration of and performance of the Tranche B-11 Term Loans, the Tranche B-11 Term Loan Commitments and this Agreement, or 


 

	 	(iv)	such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Tranche B-11 Loan Lender.


 (b)        In addition, unless sub-clause
(i) in the immediately preceding clause (a) is true with respect to a Tranche B-11 Loan Lender or such Tranche B-11 Loan Lender has not provided another
representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Tranche B-11 Loan Lender further
(x) represents and warrants, as of the date such Person became a Tranche B-11 Loan Lender party hereto, to, and (y) covenants, from the date such Person became a Tranche B-11 Loan Lender party hereto to the date such Person ceases being a Tranche B-11 Loan Lender party hereto, for the benefit of, the Administrative Agent and each other Lead
Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that: 

  
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	 	(i)	none of the Administrative Agent or any other Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Tranche B-11 Loan Lender
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Credit Document or any documents related to hereto or thereto), 


 

	 	(ii)	the Person making the investment decision on behalf of such Tranche B-11 Loan Lender with respect to the entrance into, participation in, administration of and performance of the
Tranche B-11 Term Loans, the Tranche B-11 Term Loan Commitments and this Agreement is independent (within the meaning of 29 CFR §
2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that has under management or control, total assets of at least $50 million, in each case as described
in 29 CFR § 2510.3-21(c)(1)(A)-(E), 

  

	 	(iii)	the Person making the investment decision on behalf of such Tranche B-11 Loan Lender with respect to the entrance into, participation in, administration of and performance of the
Tranche B-11 Term Loans, the Tranche B-11 Term Loan Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with
regard to particular transactions and investment strategies, 

  

	 	(iv)	the Person making the investment decision on behalf of such Tranche B-11 Loan Lender with respect to the entrance into, participation in, administration of and performance of the
Tranche B-11 Term Loans, the Tranche B-11 Term Loan Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Tranche B-11 Term Loans, the Tranche B-11 Term Loan Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and


  

	 	(v)	no fee or other compensation is being paid directly to the Administrative Agent or any other Lead Arranger or any of their respective Affiliates for investment advice (as opposed to other services) in connection with
the Tranche B-11 Term Loans, the Tranche B-11 Term Loan Commitments or this Agreement. 


(c)        The Administrative Agent and each other Lead Arranger hereby informs the Tranche B-11 Loan Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such
Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Tranche B-11 Term Loans,
the Tranche B-11 Term Loan Commitments and this Agreement, (ii) may recognize a gain if it extended the Tranche B-11 Term Loans or the Tranche B-11 Term Loan Commitments for an amount less than the amount being paid for an interest in the Tranche B-11 Term Loans or the Tranche
B-11 Term Loan Commitments by such Tranche B-11 Loan Lender or (iii) may receive fees or other payments in connection with the


  
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transactions contemplated hereby, the Credit Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees,
agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s
acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 
 For purposes of this section, the following definitions apply
to each of the capitalized terms below: 
 “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA)
that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or
Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. 
 “PTE” means a prohibited
transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. 
  

	12.	Recordation of the New Loans.  Upon execution and delivery hereof, the Administrative Agent will record the Tranche B-11 Term Loans made or converted by each
Tranche B-11 Loan Lender in the Register. 

  

	13.	Certain U.S. Federal Income Tax Matters.  The Borrower, the Administrative Agent and the Lenders agree that the Tranche B-11 Term Loans shall be treated in their
entirety as one fungible tranche for U.S. federal income tax purposes (i.e., the Tranche B-11 Term Loans received upon conversion of the Converted Tranche B-9 Term Loans
shall be fungible for U.S. federal income tax purposes with the Tranche B-11 Term Loans made pursuant to the Tranche B-11 Term Loan Commitment). For the avoidance of
doubt and solely for purposes of FATCA, the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Tranche B-11 Term Loans as not qualifying as
“grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). 

  

	14.	Amendment, Modification and Waiver.  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.


  

	15.	Entire Agreement.  This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties hereto and thereto 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. 


 

	16.	 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND  



  
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SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

  

	17.	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, such provision shall be interpreted to be only so broad as would be enforceable. 

  

	18.	Counterparts.  This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement. 

  

	19.	Effect of Joinder Agreement.  After giving effect to this Agreement, each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Credit Document is
hereby ratified and reaffirmed in all respects and shall continue in full force and effect. Each Credit Party reaffirms, after giving effect to this Agreement, its obligations under the Credit Documents to which it is party and the validity of the
Liens previously granted by it pursuant to the Security Agreement and the other Security Documents, and agrees such Security Agreement and all other Credit Documents remain in full force and effect. Without limiting the generality of the foregoing,
the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of Obligations of the Credit Parties under the Credit Agreement and the other Credit Documents, in each case, as amended by this
Agreement. This Agreement shall not constitute a novation of the Credit Agreement or any other Credit Document or serve to effect a novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same,
which instruments shall remain and continue in full force and effect. From and after the effective date of this Agreement, all references to the Credit Agreement in any Credit Document shall, unless expressly provided otherwise, refer to the Credit
Agreement as supplemented by this Agreement. This Agreement shall be deemed a Credit Document under the Credit Agreement. 


[Remainder of page intentionally left blank. Signature pages follow.] 

  
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 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver
this Agreement as of the date set forth above. 
  

							
		 	HCA INC., as Borrower	 	
				
		 	By:	 	/s/ J. William B. Morrow	 	
		 		 	Name: J. William B. Morrow	 	
		 		 	Title: Senior Vice President – Finance and Treasurer	 	
			
		 	Each of the GUARANTORS listed on Schedule I hereto	 	
				
		 	By:	 	/s/ Christopher F. Wyatt	 	
		 		 	Name: Christopher F. Wyatt	 	
		 		 	Title: Senior Vice President	 	
			
		 	MEDICREDIT, INC.	 	
				
		 	By:	 	/s/ N. Eric Ward	 	
		 		 	Name: N. Eric Ward	 	
		 		 	Title: President and Chief Executive Officer	 	


  
 [Signature Page to
Tranche B-11 Joinder Agreement] 








 SCHEDULE I 
  

					
	Guarantor	 	By its
General
Partner
or
Managing    
Partner	 	By its
Managing
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 Pearland, L.P.	 	*	 	 
	CHCA West Houston, L.P.	 	*	 	 
	CHCA Woman’s Hospital, L.P.	 	*	 	 
	Chippenham & Johnston-Willis Hospitals, Inc.	 	 	 	 
	Citrus Memorial Hospital, Inc.	 	 	 	 
	Citrus Memorial Property Management, Inc.	 	 	 	 
	Colorado Health Systems, Inc.	 	 	 	 
	Columbia ASC Management, L.P.	 	*	 	 
	Columbia Healthcare System of Louisiana, Inc.	 	 	 	 
	Columbia Jacksonville Healthcare System, Inc.	 	 	 	 
	Columbia LaGrange Hospital, LLC	 	 	 	 
	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 Rio Grande Healthcare, L.P.	 	*	 	 
	Columbia Riverside, Inc.	 	 	 	 









					
	Guarantor	 	By its
General
Partner
or
Managing    
Partner	 	By its
Managing
Member
	Columbia Valley Healthcare System, L.P.	 	 *
	 	 
	Columbia/Alleghany Regional Hospital Incorporated	 	 	 	 
	Columbia/HCA John Randolph, Inc.	 	 	 	 
	Columbine Psychiatric Center, Inc.	 	 	 	 
	Columbus Cardiology, Inc.	 	 	 	 
	Conroe Hospital Corporation	 	 	 	 
	Cy-Fair Medical Center Hospital, LLC	 	 	 	 
	Dallas/Ft. Worth Physician, LLC	 	 	 	 
	Dublin Community Hospital, LLC	 	 	 	 
	Eastern Idaho Health Services, Inc.	 	 	 	 
	East Florida - DMC, 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.	 	 	 	 
	H2U Wellness Centers, LLC	 	 	 	 
	HCA - IT&S Field Operations, Inc.	 	 	 	 
	HCA - IT&S Inventory Management, Inc.	 	 	 	 
	HCA-HealthONE LLC	 	 	 	 
	HCA American Finance LLC	 	 	 	 
	HCA Central Group, Inc.	 	 	 	 
	HCA Health Services of Florida, Inc.	 	 	 	 
	HCA Health Services of Louisiana, Inc.	 	 	 	 
	HCA Health Services of Tennessee, Inc.	 	 	 	 
	HCA Health Services of Virginia, Inc.	 	 	 	 
	HCA Management Services, L.P.	 	 *
	 	 
	HCA Pearland GP, Inc.	 	 	 	 
	HCA Realty, Inc.	 	 	 	 









					
	Guarantor	 	By its
General
Partner
or
Managing    
Partner	 	By its
Managing
Member
	HCA SFB 1 LLC	 	 	 	 
	HD&S Corp. Successor, Inc.	 	 	 	 
	Health Midwest Office Facilities Corporation	 	 	 	 
	Health Midwest Ventures Group, Inc.	 	 	 	 
	HealthTrust Workforce Solutions, LLC	 	 	 	 
	Hendersonville Hospital Corporation	 	 	 	 
	Hospital Corporation of Tennessee	 	 	 	 
	Hospital Corporation of Utah	 	 	 	 
	Hospital Development Properties, Inc.	 	 	 	 
	Houston – PPH, LLC	 	 	 	 
	Houston NW Manager, LLC	 	 	 	 
	HPG Enterprises, LLC	 	 	 	 
	HSS Holdco, LLC	 	 	 	 
	HSS Systems, LLC	 	 	 	 
	HSS Virginia, L.P.	 	 *
	 	 
	HTI Memorial Hospital Corporation	 	 	 	 
	HTI MOB, LLC	 	 	 	
*

	Integrated Regional Lab, LLC	 	 	 	 
	Integrated Regional Laboratories, LLP	 	 *
	 	 
	JFK Medical Center Limited Partnership	 	 *
	 	 
	JPM AA Housing, LLC	 	 	 	 
	KPH-Consolidation, Inc.	 	 	 	 
	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	 	 	 	 
	Lone Peak Hospital, Inc.	 	 	 	 
	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.	 	 	 	 









					
	Guarantor	 	By its
General
Partner
or
Managing    
Partner	 	By its
Managing
Member
	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 Holdings, Inc.	 	 	 	 
	Montgomery Regional Hospital, Inc.	 	 	 	 
	Mountain Division - CVH, LLC	 	 	 	 
	Mountain View Hospital, Inc.	 	 	 	 
	Nashville Shared Services General Partnership	 	 *
	 	 
	National Patient Account Services, Inc.	 	 	 	 
	New Iberia Healthcare, LLC	 	 	 	 
	New Port Richey Hospital, Inc.	 	 	 	 
	New Rose Holding Company, Inc.	 	 	 	 
	North Florida Immediate Care Center, Inc.	 	 	 	 
	North Florida Regional Medical Center, Inc.	 	 	 	 
	North Houston – TRMC, LLC	 	 	 	 
	North Texas – MCA, LLC	 	 	 	 
	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.	 	 	 	 
	Oklahoma Holding Company, LLC	 	 	 	 
	Outpatient Cardiovascular Center of Central Florida, LLC	 	 	 	 
	Outpatient Services Holdings, Inc.	 	 	 	 
	Oviedo Medical Center, LLC	 	 	 	 
	Palms West Hospital Limited Partnership	 	 *
	 	 
	Parallon Business Solutions, LLC	 	 	 	 
	Parallon Enterprises, LLC	 	 	 	 
	Parallon Health Information Solutions, LLC	 	 	 	 
	Parallon Holdings, LLC	 	 	 	 









					
	Guarantor	 	By its
General
Partner
or
Managing    
Partner	 	By its
Managing
Member
	Parallon Payroll Solutions, LLC	 	 	 	 
	Parallon Physician Services, LLC	 	 	 	 
	Pasadena Bayshore Hospital, Inc.	 	 	 	 
	PatientKeeper, Inc.	 	 	 	 
	Pearland Partner, LLC	 	 	 	 
	Plantation General Hospital, L.P.	 	 *
	 	 
	Plaza Specialty Hospital, LLC	 	 	 	 
	Poinciana Medical Center, Inc.	 	 	 	 
	Primary Health, Inc.	 	 	 	 
	PTS Solutions, LLC	 	 	 	 
	Pulaski Community Hospital, Inc.	 	 	 	 
	Putnam Community Medical Center of North Florida, LLC	 	 	 	 
	Redmond Park Hospital, LLC	 	 	 	 
	Redmond Physician Practice Company	 	 	 	 
	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	 	 	 	 
	Sarah Cannon Research Institute, LLC	 	 	 	
*

	Sarasota Doctors Hospital, Inc.	 	 	 	 
	Savannah Health Services, LLC	 	 	 	 
	SCRI Holdings, LLC	 	 	 	 
	Sebring Health Services, LLC	 	 	 	 
	SJMC, LLC	 	 	 	 
	Southern Hills Medical Center, LLC	 	 	 	 
	Southeast Georgia Health Services, LLC	 	 	 	 
	Southpoint, LLC	 	 	 	 
	Spalding Rehabilitation L.L.C.	 	 	 	
*

	Spotsylvania Medical Center, Inc.	 	 	 	 
	Spring Branch Medical Center, Inc.	 	 	 	 
	Spring Hill Hospital, Inc.	 	 	 	 









					
	Guarantor	 	By its
General
Partner
or
Managing    
Partner	 	By its
Managing
Member
	SSHR Holdco, LLC	 	 	 	 
	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 Newport 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.	 	 *
	 	 
	The Regional Health System of Acadiana, LLC	 	 	 	 
	The Outsource Group, Inc.	 	 	 	 
	Timpanogos Regional Medical Services, Inc.	 	 	 	 
	Trident Medical Center, LLC	 	 	 	 
	U.S. Collections, Inc.	 	 	 	 
	Utah Medco, LLC	 	 	 	 
	VH Holdco, Inc.	 	 	 	 
	VH Holdings, Inc.	 	 	 	 
	Virginia Psychiatric Company, Inc.	 	 	 	 
	Vision Consulting Group, LLC	 	 	 	 
	Vision Holdings, LLC	 	 	 	 
	W & C Hospital, Inc.	 	 	 	 
	Walterboro Community Hospital, Inc.	 	 	 	 
	WCP Properties, LLC	 	 	 	 
	Weatherford Health Services, LLC	 	 	 	 
	Wesley Medical Center, LLC	 	 	 	 
	West Florida – MHT, LLC	 	 	 	 
	West Florida – PPH, LLC	 	 	 	 
	West Florida – TCH, LLC	 	 	 	 
	West Florida Regional Medical Center, Inc.	 	 	 	 
	West Valley Medical Center, Inc.	 	 	 	 
	Western Plains Capital, Inc.	 	 	 	 









					
	Guarantor	 	By its
General
Partner
or
Managing    
Partner	 	By its
Managing
Member
	WHMC, Inc.	 	 	 	 
	Woman’s Hospital of Texas, Incorporated	 	 	 	 









			
	Consented to by:
	
	 BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent

		
	By:	 	/s/ Liliana Claar
		 	Name: Liliana Claar
		 	Title:   Vice President
	
	 BANK OF AMERICA, N.A.,
 as
the Tranche B-11 Funding Loan Lender

		
	By:	 	/s/ Joseph L. Corah
		 	Name: Joseph L. Corah
		 	Title: Director



  
 [HCA - Signature Page to
Tranche B-11 Joinder Agreement] 








 [ADDITIONAL LENDER SIGNATURES OMITTED]