EX-4.11






Exhibit 4.11




AMENDED AND RESTATED PLEDGE AGREEMENT




          PLEDGE AGREEMENT dated as of November 17, 2006 and amended and restated as of March 2, 2009
among HCA Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the
Company listed on the signature pages hereto or that becomes a party hereto pursuant to Section 9
hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the
“Subsidiary Pledgors”; the Subsidiary Pledgors and the Company are referred to collectively
as the “Pledgors”) and Bank of America, N.A., as Collateral Agent (in such capacity, the
“Collateral Agent”) for the benefit of the First Lien Secured Parties (as defined below).




W I T N E S S E T H:




          WHEREAS, the Borrowers (as defined below) are party to the Credit Agreement, dated as of
November 17, 2006 (as amended February 16, 2007, as further amended March 2, 2009 and as the same
may be further amended, restated, supplemented or otherwise modified, refinanced or replaced from
time to time, the “Credit Agreement”), among the Company, HCA UK Capital Limited, a limited
liability company (company no. 04779021) formed under the laws of England and Wales (the
“European Subsidiary Borrower” and together with the Company, the “Borrowers”),
the lenders or other financial institutions or entities from time to time parties thereto (the
“Lenders”) and Bank of America, N.A., as Administrative Agent and as Collateral Agent;




          WHEREAS, the Borrowers are party to the Amended and Restated Security Agreement dated as of
the date hereof, (as the same may be further amended, restated, supplemented or otherwise modified,
refinanced or replaced from time to time, the “Security Agreement”) among the Parent
Borrower, the Subsidiary Pledgors and the Collateral Agent;




          WHEREAS, (a) pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans
to the Borrowers and the Letter of Credit Issuer has agreed to issue Letters of Credit for the
account of the Company and the Restricted Subsidiaries upon the terms and subject to the conditions
set forth therein, (b) one or more Cash Management Banks or Hedge Banks may from time to time enter
into Secured Cash Management Agreements or Secured Hedge Agreements with the Company and/or its
Subsidiaries and (c) the Borrowers may incur Additional First Lien Obligations from time to time to
the extent permitted by the Credit Agreement and each Additional First Lien Agreement (any
extensions of credit to the Borrowers as described in clauses (a), (b) or (c), collectively, the
“Extensions of Credit”);




          WHEREAS, pursuant to the U.S. Guarantee dated as of the November 17, 2006, each Subsidiary
Grantor party thereto has unconditionally and irrevocably guaranteed, as primary obligor and not
merely as surety, to the Collateral Agent for the benefit of the Secured Parties (as defined in the
Credit Agreement) the prompt and complete payment and performance when




 









 




due (whether at the stated maturity, by acceleration or otherwise) of the “Obligations” (as
such term is defined in the Credit Agreement);




          WHEREAS, each Subsidiary Pledgor may also unconditionally and irrevocably guarantee, as
primary obligor and not merely as surety, for the benefit of the First Lien Secured Parties under
any Additional First Lien Agreement, the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the Additional First Lien
Obligations;




          WHEREAS, each Subsidiary Pledgor is a Domestic Subsidiary and may be a guarantor of the
Additional First Lien Obligations;




          WHEREAS, the proceeds of the Extensions of Credit have been or will be used, as the case may
be, in part to enable valuable transfers to the Subsidiary Pledgors in connection with the
operation of their respective businesses;




          WHEREAS, each Pledgor acknowledges that it has derived or will derive, as the case may be,
substantial direct and indirect benefit from the making of the Extensions of Credit;




          WHEREAS, as a condition precedent to the obligation of the Lenders and the Letter of Credit
Issuer to make their respective Extensions of Credit to the Borrowers under the Credit Agreement,
the Company and the Subsidiary Pledgors executed and delivered a Pledge Agreement to the Collateral
Agent for the benefit of the Secured Parties dated as of November 17, 2006 (the “Original
Pledge Agreement”);




          WHEREAS, it is a condition precedent to Amendment No. 2 to the Credit Agreement that the
Grantors enter into this Amended and Restated Pledge Agreement for the benefit of the First Lien
Secured Parties; and




          WHEREAS, (a) the Pledgors were, as of the date of the Original Pledge Agreement, the legal and
beneficial owners of the Equity Interests described in Schedule 1 hereto and issued by the entities
named therein (the pledged Equity Interests are, together with any Equity Interests of the issuer
of such Equity Interests or any other Subsidiary directly held by any Pledgor following the date of
the Original Pledge Agreement, in each case, except to the extent excluded from the Collateral for
the applicable First Lien Obligations pursuant to the last paragraph of Section 2 below (the
“After-acquired Shares”), referred to collectively herein as the “Pledged Shares”)
and (b) each of the Pledgors was, as of the date of the Original Pledge Agreement, the legal and
beneficial owner of the Indebtedness described in Schedule 1 hereto (together with any other
Indebtedness owed to any Pledgor following the date of the Original Pledge Agreement and required
to be pledged pursuant to Section 9.12(a) of the Credit Agreement or the equivalent provisions of
any Additional First Lien Agreement, the “Pledged Debt”);




          NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, the
Collateral Agent, the Lenders and the Letter of Credit Issuer to enter into Amendment No. 2 to the
Credit Agreement and to induce the respective Lenders and the Letter of Credit Issuer to make their
respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or
more Lenders or affiliates of Lenders to enter into Secured Cash




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Management Agreements and Secured Hedge Agreements with the Company and/or its Subsidiaries
and to induce the holders of any Additional First Lien Obligations to make their respective
Extensions of Credit thereunder, the Pledgors hereby agree with the Collateral Agent, for the
benefit of the First Lien Secured Parties, to amend and restate the Original Pledge Agreement as
follows:




          1. Defined Terms.




          (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement as in effect on the date hereof.




          (b) Unless otherwise defined herein or in the Credit Agreement, terms defined in the Security
Agreement shall have the meanings given to them in the Security Agreement.




          (c) “Proceeds” and any other term used herein or in the Credit Agreement without
definition that is defined in the UCC has the meaning given to it in the UCC.




          (d) “Additional First Lien Agreement” shall mean any indenture, credit agreement or
other agreement, if any, pursuant to which any Pledgor has or will incur Additional First Lien
Obligations; provided that, in each case, the Indebtedness thereunder has been designated
as Additional First Lien Obligations pursuant to and in accordance with Section 8.17 of the
Security Agreement.




          (e) “Additional First Lien Obligations” shall mean all advances to, and debts,
liabilities, obligations, covenants and duties of, any Pledgor arising under any Additional First
Lien Agreement including, without limitation, Future Secured Notes, whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after the commencement by
or against any Pledgor or any Affiliate thereof of any proceeding under any bankruptcy or
insolvency law naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding, in each case, that have been designated as
Additional First Lien Obligations pursuant to and in accordance with Section 8.17 of the Security
Agreement.




          (f) “Applicable First Lien Representative” shall mean the “Applicable Authorized
Representative” as defined in the First Lien Intercreditor Agreement; provided that prior
to the First Lien Intercreditor Effective Date, the Applicable First Lien Representative shall be
deemed to be the Administrative Agent.




          (g) “Collateral” shall have the meaning provided in Section 2.




          (h) “Credit Party” shall mean each of the Borrowers, the Subsidiary Pledgors and each
other Subsidiary of the Company that is a party to the Credit Agreement, any other Credit Document
or any Additional First Lien Agreement.




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          (i) As used herein, the term “Equity Interests” shall mean, collectively, Stock and
Stock Equivalents.




          (j) “Event of Default” shall mean an “Event of Default” under and as defined in the
Credit Agreement or any Additional First Lien Agreement.




          (k) “First Lien Intercreditor Agreement” shall mean the First Lien Intercreditor
Agreement, substantially in the form of Annex D hereto, to be executed by the Collateral Agent, the
Administrative Agent and the Authorized Representative of the holders of the first Future Secured
Notes to be issued that constitute Additional First Lien Obligations hereunder.




          (l) “First Lien Intercreditor Effective Date” shall mean the date on which the First
Lien Intercreditor Agreement is first executed and delivered by the Collateral Agent, the
Administrative Agent and the Authorized Representative of the holders of the first Future Secured
Notes to be issued that constitute Additional First Lien Obligations hereunder.




          (m) “First Lien Obligations” shall mean collectively, the Obligations (as such term is
defined in the Credit Agreement) and the Additional First Lien Obligations.




          (n) “First Lien Secured Parties” shall man collectively, the “Secured Parties” (as
such term is defined in the Credit Agreement) and, if any, the holders of Additional First Lien
Obligations and any Authorized Representative with respect thereto.




          (o) As used herein, the term “UCC” shall mean the Uniform Commercial Code as from time
to time in effect in the State of New York; provided, however, that, in the event
that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of
the Collateral Agent’s and the First Lien Secured Parties’ security interest in any Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New
York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or
priority and for purposes of definitions related to such provisions




          (p) References to “Lenders” in this Pledge Agreement shall be deemed to include Cash
Management Banks that may from time to time enter into Secured Cash Management Agreements and Hedge
Banks that may from time to time enter into Secured Hedge Agreements with the Company and/or its
Subsidiaries.




          (q) The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import when
used in this Pledge Agreement shall refer to this Pledge Agreement as a whole and not to any
particular provision of this Pledge Agreement, and Section, subsection, clause and Schedule
references are to Sections of this Pledge Agreement unless otherwise specified. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”.




          (r) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




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          (s) This Amended and Restated Pledge Agreement amends and restates the Original Pledge
Agreement. The Obligations of the Pledgors under the Original Pledge Agreement and the grant of
security interest in the Collateral by the Pledgors under the Original Pledge Agreement shall
continue under this Amended and Restated Pledge Agreement, and shall not in any event be
terminated, extinguished or annulled, but shall hereafter be governed by this Amended and Restated
Pledge Agreement. All references to the Original Pledge Agreement in any Credit Document (other
than this Amended and Restated Pledge Agreement) or other document or instrument delivered in
connection therewith shall be deemed to refer to this Amended and Restated Pledge Agreement and the
provisions hereof. It is understood and agreed that the Original Pledge Agreement is being amended
and restated by entry into this Amended and Restated Pledge Agreement on the date hereof




          2. Grant of Security. Each Pledgor hereby transfers, assigns and pledges to the
Collateral Agent, for the benefit of the First Lien Secured Parties, and grants to the Collateral
Agent, for the benefit of the First Lien Secured Parties and confirms its prior grant to the
Collateral Agent for the benefit of the First Lien Secured Parties of, a lien on and a security
interest in (the “Security Interest”) all of such Pledgor’s right, title and interest in,
to and under the following, whether now owned or existing or at any time hereafter acquired or
existing (collectively, the “Collateral”):





     (a) the Pledged Shares held by such Pledgor and the certificates representing such
Pledged Shares and any interest of such Pledgor in the entries on the books of the issuer of
the Pledged Shares or any financial intermediary pertaining to the Pledged Shares and all
dividends, cash, warrants, rights, instruments and other property or Proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange for any or
all of the Pledged Shares.




     (b) the Pledged Debt and the instruments evidencing the Pledged Debt owed to such
Pledgor, and all interest, cash, instruments and other property or Proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange for any or
all of such Pledged Debt; and




     (c) to the extent not covered by clauses (a) and (b) above, respectively, all Proceeds
of any or all of the foregoing Collateral. For purposes of this Pledge Agreement, the term
“Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold,
exchanged, collected or otherwise disposed of, whether such disposition is voluntary or
involuntary, and includes Proceeds of any indemnity or guarantee payable to any Pledgor or
the Collateral Agent from time to time with respect to any of the Collateral.



          Notwithstanding the foregoing, the Collateral for (i) the U.S. Obligations and the Additional
First Lien Obligations shall not include any Excluded Stock and Stock Equivalents and (ii) the
European Obligations shall not include any Excluded Stock and Stock Equivalents of the types
described in clauses (i), (ii), (iv), (v) and (vi) of the definition of Excluded Stock and Stock
Equivalents.




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          (d) Notwithstanding anything to the contrary in this Section 2, the term Collateral, as it
refers to the Collateral securing Additional First Lien Obligations, shall not include any Stock
and other securities of a Subsidiary (excluding Healthtrust, Inc.—The Hospital Company, a Delaware
corporation and its successors and assigns) to the extent that the pledge of such Stock and other
securities would result in the Company being required to file separate financial statements of such
Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement and
only for so long as such requirement is in existence and only with respect to the relevant
Additional First Lien Obligations affected; provided that neither the Company nor any
Subsidiary shall take any action in the form of a reorganization, merger or other restructuring a
principal purpose of which is to provide for the release of the Lien on any Stock pursuant to this
clause (d). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act of
1933, as amended (“Rule 3-16”) is amended, modified or interpreted by the SEC to require
(or is replaced with another rule or regulation, or any other law, rule or regulation is adopted,
which would require) the filing with the SEC (or any other Governmental Authority) of separate
financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s Stock
secures the Additional First Lien Obligations affected thereby, then the Stock of such Subsidiary
will automatically be deemed not to be part of the Collateral securing the relevant Additional
First Lien Obligations affected thereby but only to the extent necessary to not be subject to such
requirement and only for so long as required to not be subject to such requirement. In such event,
this Pledge Agreement may be amended or modified, without the consent of any First Lien Secured
Party, to the extent necessary to release the Security Interests in favor of the Collateral Agent
on the shares of Stock that are so deemed to no longer constitute part of the Collateral for the
relevant Additional First Lien Obligations only. In the event that Rule 3-16 is amended, modified
or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other
law, rule or regulation is adopted, which would permit) such Subsidiary’s Stock to secure the
Additional First Lien Obligations in excess of the amount then pledged without the filing with the
SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then
the Capital Stock of such Subsidiary will automatically be deemed to be a part of the Collateral
for the relevant Additional First Lien Obligations. For the avoidance of doubt and notwithstanding
anything to the contrary in this Agreement, nothing in this clause (d) shall limit the pledge of
such Stock and other securities from securing the Obligations (as defined in the Credit Agreement)
at all times or from securing any Additional First Lien Obligations that are not in respect of
securities subject to regulation by the SEC.




          3. Security for Obligations. This Pledge Agreement secures the payment of all First
Lien Obligations of each Credit Party. Without limiting the generality of the foregoing, this
Pledge Agreement secures the payment of all amounts that constitute part of the First Lien
Obligations and would be owed by any of the Credit Party to any of the First Lien Secured Parties
under the Credit Documents or any Additional First Lien Agreement then in effect but for the fact
that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization
or similar proceeding involving any Credit Party.




          4. Delivery of the Collateral. All certificates or instruments, if any, representing
or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the
Collateral Agent pursuant hereto to the extent required by the Credit Agreement or any Additional
First Lien Agreement then in effect and shall be in suitable form for transfer by




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deli very, or shall be accompanied by duly executed instruments of transfer or assignment in blank,
all in form and substance reasonably satisfactory to the Collateral Agent. The Collateral Agent
shall have the right, at any time after the occurrence and during the continuance of an Event of
Default and with notice to the relevant Pledgor, to transfer to or to register in the name of the
Collateral Agent or any of its nominees any or all of the Pledged Shares. Each delivery of
Collateral (including any After-acquired Shares) shall be accompanied by a notice to the Collateral
Agent describing the securities theretofore and then being pledged hereunder.




          5. Representations and Warranties. Each Pledgor represents and warrants as follows:





     (a) Schedule 1 hereto (i) correctly represents as of the Closing Date (A) the issuer,
the certificate number, the Pledgor and the record and beneficial owner, the number and
class and the percentage of the issued and outstanding Equity Interests of such class of all
Equity Interests and (B) the issuer, the initial principal amount, the Pledgor and holder,
date of and maturity date of all Pledged Debt and (ii) together with the comparable schedule
to each supplement hereto, includes all Equity Interests, debt securities and promissory
notes required to be pledged hereunder. Except as set forth on Schedule 1, the Pledged
Shares represent all of the issued and outstanding Equity Interests of each class of Equity
Interests in the issuer on the Closing Date.




     (b) Such Pledgor is the legal and beneficial owner of the Collateral pledged or
assigned by such Pledgor hereunder free and clear of any Lien, except for the Liens
permitted under each of the Credit Agreement and each Additional First Lien Agreement.




     (c) As of the Closing Date, the Pledged Shares pledged by such Pledgor hereunder on the
Closing Date have been duly authorized and validly issued and, in the case of Pledged Shares
issued by a corporation, are fully paid and non-assessable.




     (d) The execution and delivery by such Pledgor of this Pledge Agreement and the pledge
of the Collateral pledged by such Pledgor hereunder pursuant hereto create a legal, valid
and enforceable security interest in such Collateral and, upon delivery of such Collateral
to the Collateral Agent in the State of New York, shall constitute a fully perfected Lien on
and security interest in the Collateral, securing the payment of the First Lien Obligations
(including the European Obligations, as applicable), in favor of the Collateral Agent for
the benefit of the First Lien Secured Parties, except as enforceability thereof may be
limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights
generally and subject to general principles of equity.




     (e) Such Pledgor has full power, authority and legal right to pledge all the Collateral
pledged by such Pledgor pursuant to this Pledge Agreement and this Pledge Agreement,
constitutes a legal, valid and binding obligation of each Pledgor, enforceable in accordance
with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or
other similar laws affecting creditors’ rights generally and subject to general principles
of equity.



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          6. Certification of Limited Liability Company, Limited Partnership Interests and Pledged
Debt.




          (a) In the event that any Equity Interests in any Domestic Subsidiary that is organized as a
limited liability company or limited partnership and pledged hereunder shall be represented by a
certificate, the applicable Pledgor shall cause the issuer of such interests to elect to treat such
interests as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its
jurisdiction of organization or formation, as applicable, by including in its organizational
documents language substantially similar to the following and, accordingly, such interests shall be
governed by Article 8 of the Uniform Commercial Code:





“The Partnership/Company hereby irrevocably elects that all membership interests in
the Partnership/Company shall be securities governed by Article 8 of the Uniform
Commercial Code of [jurisdiction of organization or formation, as applicable]. Each
certificate evidencing partnership/membership interests in the Partnership/Company
shall bear the following legend: “This certificate evidences an interest in [name
of Partnership/LLC] and shall be a security for purposes of Article 8 of the Uniform
Commercial Code.” No change to this provision shall be effective until all
outstanding certificates have been surrendered for cancellation and any new
certificates thereafter issued shall not bear the foregoing legend.”



          (b) Each Pledgor will comply with Section 9.12(b) of the Credit Agreement and the equivalent
provision of each Additional First Lien Agreement.




          7. Further Assurances. Each Pledgor agrees that at any time and from time to time, at
the expense of such Pledgor, it will execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the filing and recording
of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may
be required under any applicable law, or which the Collateral Agent, the Applicable First Lien
Representative, the Required Lenders or the required lenders or debtholders under any Additional
First Lien Agreement may reasonably request, in order (x) to perfect and protect any pledge,
assignment or security interest granted or purported to be granted hereby (including the priority
thereof) or (y) to enable the Collateral Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral.




          8. Voting Rights; Dividends and Distributions; Etc.




          (a) So long as no Event of Default shall have occurred and be continuing:





     (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Collateral or any part thereof for any purpose not prohibited by
the terms of this Pledge Agreement, the other Credit Documents or any Additional First Lien
Agreement.




     (ii) The Collateral Agent shall execute and deliver (or cause to be executed and
delivered) to each Pledgor all such proxies and other instruments as such Pledgor



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may reasonably request for the purpose of enabling such Pledgor to exercise the voting
and other rights that it is entitled to exercise pursuant to paragraph (i) above.



          (b) Subject to paragraph (c) below, each Pledgor shall be entitled to receive and retain and
use, free and clear of the Lien of this Pledge Agreement, any and all dividends, distributions,
principal and interest made or paid in respect of the Collateral to the extent permitted by each of
the Credit Agreement and each Additional First Lien Agreement, as applicable; provided,
however, that any and all noncash dividends, interest, principal or other distributions
that would constitute Pledged Shares or Pledged Debt, whether resulting from a subdivision,
combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged
Shares or received in exchange for Pledged Shares or Pledged Debt or any part thereof, or in
redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of
assets to which such issuer may be a party or otherwise, shall be, and shall be forthwith delivered
to the Collateral Agent to hold as, Collateral and shall, if received by such Pledgor, be received
in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of
such Pledgor and be forthwith delivered to the Collateral Agent as Collateral in the same form as
so received (with any necessary indorsement).




          (c) Upon written notice to a Pledgor by the Collateral Agent following the occurrence and
during the continuance of an Event of Default,





     (i) all rights of such Pledgor to exercise or refrain from exercising the voting and
other consensual rights that it would otherwise be entitled to exercise pursuant to Section
8(a)(i) shall cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to exercise or refrain from exercising such
voting and other consensual rights during the continuance of such Event of Default;
provided that, unless otherwise directed by (x) prior to the First Lien
Intercreditor Effective Date, the Required Lenders and (y) on and after the First Lien
Intercreditor Effective Date, the Applicable First Lien Representative, the Collateral Agent
shall have the right from time to time following the occurrence and during the continuance
of an Event of Default to permit the Pledgors to exercise such rights. After all Events of
Default have been cured or waived, each Pledgor will have the right to exercise the voting
and consensual rights that such Pledgor would otherwise be entitled to exercise pursuant to
the terms of Section 8(a)(i) (and the obligations of the Collateral Agent under Section
8(a)(ii) shall be reinstated);




     (ii) all rights of such Pledgor to receive the dividends, distributions and principal
and interest payments that such Pledgor would otherwise be authorized to receive and retain
pursuant to Section 8(b) shall cease, and all such rights shall thereupon become vested in
the Collateral Agent, which shall thereupon have the sole right to receive and hold as
Collateral such dividends, distributions and principal and interest payments during the
continuance of such Event of Default. After all Events of Default have been cured or
waived, the Collateral Agent shall repay to each Pledgor (without interest) all dividends,
distributions and principal and interest payments that such Pledgor would otherwise be
permitted to receive, retain and use pursuant to the terms of Section 8(b);



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     (iii) all dividends, distributions and principal and interest payments that are
received by such Pledgor contrary to the provisions of Section 8(b) shall be received in
trust for the benefit of the Collateral Agent shall be segregated from other property or
funds of such Pledgor and shall forthwith be delivered to the Collateral Agent as Collateral
in the same form as so received (with any necessary indorsements); and




     (iv) in order to permit the Collateral Agent to receive all dividends, distributions
and principal and interest payments to which it may be entitled under Section 8(b) above, to
exercise the voting and other consensual rights that it may be entitled to exercise pursuant
to Section 8(c)(i) above, and to receive all dividends, distributions and principal and
interest payments that it may be entitled to under Sections 8(c)(ii) and (c)(iii) above,
such Pledgor shall, if necessary, upon written notice from the Collateral Agent, from time
to time execute and deliver to the Collateral Agent, appropriate proxies, dividend payment
orders and other instruments as the Collateral Agent may reasonably request.




     9. Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall:




     (a) not (i) except as permitted by the Credit Agreement and each Additional First Lien
Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any
of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect
to any of the Collateral, except for the Liens under this Pledge Agreement and Liens
permitted under the Credit Agreement and each Additional First Lien Agreement;




     (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the
Collateral Agent for the benefit of the First Lien Secured Parties, immediately upon
acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or
received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to
Section 9.12 of the Credit Agreement and/or the equivalent provision of each Additional
First Lien Agreement, in each case pursuant to a supplement to this Pledge Agreement
substantially in the form of Annex A hereto (it being understood that the execution and
delivery of such a supplement shall not require the consent of any Pledgor hereunder and
that the rights and obligations of each Pledgor hereunder shall remain in full force and
effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge
Agreement); and




     (c) defend its and the Collateral Agent’s title or interest in and to all the
Collateral (and in the Proceeds thereof) against any and all Liens (other than the Liens
permitted under each of the Credit Agreement and each Additional First Lien Agreement),
however arising, and any and all Persons whomsoever.



          10. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints, which
appointment is irrevocable and coupled with an interest, the Collateral Agent as such Pledgor’s
attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of
such Pledgor or otherwise, to take any action and to execute any instrument, in each case after the
occurrence and during the continuance of an Event of Default and with notice to



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such Pledgor, that the Collateral Agent may deem reasonably necessary or advisable to
accomplish the purposes of this Pledge Agreement, including to receive, indorse and collect all
instruments made payable to such Pledgor representing any dividend, distribution or principal or
interest payment in respect of the Collateral or any part thereof and to give full discharge for
the same.




          11. The Collateral Agent’s Duties. The powers conferred on the Collateral Agent
hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon
it to exercise any such powers. Except for the safe custody of any Collateral in its possession
and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no
duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Pledged Shares, whether or not the
Collateral Agent or any other First Lien Secured Party has or is deemed to have knowledge of such
matters, or as to the taking of any necessary steps to preserve rights against any parties or any
other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of any Collateral in its possession if such
Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its
own property.




          12. Remedies. If any Event of Default shall have occurred and be continuing:





     (a) The Collateral Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all the rights
and remedies of a secured party upon default under the UCC (whether or not the UCC applies
to the affected Collateral) and also may with notice to the relevant Grantor, sell the
Collateral or any part thereof in one or more parcels at public or private sale, at any
exchange broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash,
on credit or for future delivery, at such price or prices and upon such other terms as are
commercially reasonable irrespective of the impact of any such sales on the market price of
the Collateral. The Collateral Agent shall be authorized at any such sale (if it deems it
advisable to do so) to restrict the prospective bidders or purchasers of Collateral to
Persons who will represent and agree that they are purchasing the Collateral for their own
account for investment and not with a view to the distribution or sale thereof, and, upon
consummation of any such sale, the Collateral Agent shall have the right to assign, transfer
and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser
at any such sale shall hold the property sold absolutely free from any claim or right on the
part of any Pledgor, and each Pledgor hereby waives (to the extent permitted by law) all
rights of redemption, stay and/or appraisal that it now has or may at any time in the future
have under any rule of law or statute now existing or hereafter enacted. The Collateral
Agent or any First Lien Secured Party shall have the right upon any such public sale, and,
to the extent permitted by law, upon any such private sale, to purchase the whole or any
part of the Collateral so sold, and the Collateral Agent or such First Lien Secured Party
may pay the purchase price by crediting the amount thereof against the First Lien
Obligations; provided that, on and after the First Lien Intercreditor Effective Date, such
rights shall be subject to the terms of the First Lien Intercreditor Agreement. Each
Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten



-11-









 







days’ notice to such Pledgor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable notification. The
Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice
of sale having been given. The Collateral Agent may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so adjourned. To the
extent permitted by law, each Pledgor hereby waives any claim against the Collateral Agent
arising by reason of the fact that the price at which any Collateral may have been sold at
such a private sale was less than the price that might have been obtained at a public sale,
even if the Collateral Agent accepts the first offer received and does not offer such
Collateral to more than one offeree.




     (b) The Collateral Agent shall apply the Proceeds of any collection or sale of the
Collateral in the manner specified in Section 11 of the Credit Agreement; provided
that on and after the First Lien Intercreditor Effective Date, such proceeds shall be
applied in the order specified in the First Lien Intercreditor Agreement. Upon any sale of
the Collateral by the Collateral Agent (including pursuant to a power of sale granted by
statute or under a judicial proceeding), the receipt of the Collateral Agent or of the
officer making the sale shall be a sufficient discharge to the purchaser or purchasers of
the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent or such
officer or be answerable in any way for the misapplication thereof.




     (c) The Collateral Agent may exercise any and all rights and remedies of each Pledgor
in respect of the Collateral.




     (d) All payments received by any Pledgor in respect of the Collateral after the
occurrence and during the continuance of an Event of Default shall be received in trust for
the benefit of the Collateral Agent shall be segregated from other property or funds of such
Pledgor and shall be forthwith delivered to the Collateral Agent as Collateral in the same
form as so received (with any necessary indorsement).



          13. Amendments, etc. with Respect to the First Lien Obligations; Waiver of Rights.
Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of
rights against any Pledgor and without notice to or further assent by any Pledgor, (a) any demand
for payment of any of the First Lien Obligations made by the Collateral Agent or any other First
Lien Secured Party may be rescinded by such party and any of the First Lien Obligations continued,
(b) the First Lien Obligations, or the liability of any other party upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with respect thereto, may, from
time to time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Collateral Agent or any other First Lien
Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters of Credit, any
Additional First Lien Agreement and any other documents executed and delivered in connection
therewith, the Secured Cash Management Agreements and Secured Hedge Agreements and any other
documents executed and delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the applicable




-12-









 







Adminis trative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured
Cash Management Agreement and Secured Hedge Agreement, the Cash Management Bank or Hedge Bank party
thereto or in the case of any Additional First Lien Agreement the trustee or administrative agent
thereunder or the required lenders or debtholders thereunder) may deem advisable from time to time,
and (d) any collateral security, guarantee or right of offset at any time held by the Collateral
Agent or any other First Lien Secured Party for the payment of the First Lien Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other First
Lien Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any
time held by it as security for the First Lien Obligations or for this Pledge Agreement or any
property subject thereto. When making any demand hereunder against any Pledgor, the Collateral
Agent or any other First Lien Secured Party may, but shall be under no obligation to, make a
similar demand on any Borrower or any Pledgor or any other person, and any failure by the
Collateral Agent or any other First Lien Secured Party to make any such demand or to collect any
payments from any Borrower or any Pledgor or any other person or any release of any Borrower or any
Pledgor or any other person shall not relieve any Pledgor in respect of which a demand or
collection is not made or any Pledgor not so released of its several obligations or liabilities
hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a
matter of law, of the Collateral Agent or any other First Lien Secured Party against any Pledgor.
For the purposes hereof “demand” shall include the commencement and continuance of any legal
proceedings.




          14. Continuing Security Interest; Assignments Under the Credit Agreement; Release.




          (a) This Pledge Agreement shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and
shall inure to the benefit of the Collateral Agent and the other First Lien Secured Parties and
their respective successors, indorsees, transferees and assigns until all the First Lien
Obligations (other than any contingent indemnity obligations not then due) under the Credit
Documents and any Additional First Lien Agreements shall have been satisfied by payment in full (or
all Letters of Credit Outstanding shall have been Cash Collateralized), the Commitments shall be
terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time
during the term of the Credit Agreement, any Secured Cash Management Agreement, Secured Hedge
Agreement and any Additional First Lien Agreements the Credit Parties may be free from any First
Lien Obligations.




          (b) Subject to the terms of the First Lien Intercreditor Agreement on and after the First Lien
Intercreditor Effective Date, a Subsidiary Grantor shall automatically be released from its
obligations hereunder (x) as it relates to the “Obligations” (as defined in the Credit Agreement),
if it ceases to be a U.S. Guarantor in accordance with Section 14.1 of the Credit Agreement and (y)
as it relates to the First Lien Obligations under any Additional First Lien Agreement, if it ceases
to be a guarantor under such Additional First Lien Agreement pursuant to any applicable
provision(s) of such Additional First Lien Agreement.




          (c) Subject to any applicable terms of the First Lien Intercreditor Agreement on and after the
First Lien Intercreditor Effective Date, the Security Interest granted hereby in



-13-









 






any Collateral shall be automatically released from the Liens of this Agreement (i) if (and to
the extent) provided for in (A) Section 14.1 of the Credit Agreement and (B) any applicable
provision of any Additional First Lien Agreement then in effect, (ii) upon the effectiveness of any
written consent to the release of the security interest granted in such Collateral pursuant to
Section 14.1 of the Credit Agreement and any applicable provision of any Additional First Lien
Agreement then in effect and (iii) as otherwise may be provided in the First Lien Intercreditor
Agreement. Any such release in connection with any sale, transfer or other disposition of such
Collateral shall result in such Collateral being sold, transferred or disposed of, as applicable,
free and clear of the Liens and Security Interest of this Pledge Agreement.




          (d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b)
or (c), the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense,
all documents that such Pledgor shall reasonably request to evidence such termination or release.
Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or
warranty by the Collateral Agent.




          15. Reinstatement. Each Pledgor further agrees that, if any payment made by any
Credit Party or other Person and applied to the First Lien Obligations is at any time annulled,
avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise
required to be refunded or repaid, or the Proceeds of Collateral are required to be returned by any
First Lien Secured Party to such Credit Party, its estate, trustee, receiver or any other party,
including any Pledgor, under any bankruptcy law, state, federal or foreign law, common law or
equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral
securing such liability shall be and remain in full force and effect, as fully as if such payment
had never been made or, if prior thereto the Lien granted hereby or other Collateral securing such
liability hereunder shall have been released or terminated by virtue of such cancellation or
surrender), such Lien or other Collateral shall be reinstated in full force and effect, and such
prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect
any Lien or other Collateral securing the obligations of any Pledgor in respect of the amount of
such payment.




          16. Notices. All notices, requests and demands pursuant hereto shall be made in
accordance with Section 14.2 of the Credit Agreement (whether or not then in effect). All
communications and notices hereunder to any Pledgor shall be given to it in care of the Company at
the Company’s address set forth in Section 14.2 of the Credit Agreement (whether or not then in
effect) and all notices to any holder of obligations under any Additional First Lien Agreements, at
its address set forth in the Additional First Lien Secured Party Consent to the Security Agreement,
as such address may be changed by written notice to the Collateral Agent and the Company.




          17. Counterparts. This Pledge Agreement may be executed by one or more of the parties
to this Pledge Agreement on any number of separate counterparts (including by facsimile or other
electronic transmission), and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.




          18. Severability. Any provision of this Pledge Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such




-14-









 




prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.




          19. Integration. This Pledge Agreement together with the other Credit Documents and
each Additional First Lien Agreement represents the agreement of each of the Pledgors with respect
to the subject matter hereof and there are no promises, undertakings, representations or warranties
by the Collateral Agent or any other First Lien Secured Party relative to the subject matter hereof
not expressly set forth or referred to herein or in the other Credit Documents and each Additional
First Lien Agreement.




          20. Amendments in Writing; No Waiver; Cumulative Remedies.




          (a) None of the terms or provisions of this Pledge Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by the affected Pledgor
and the Administrative Agent in accordance with Section 14.1 of the Credit Agreement and, after the
First Lien Intercreditor Effective Date, by each other Authorized Representative to the extent
required by (and in accordance with) the applicable Additional First Lien Agreement or as otherwise
provided in the First Lien Intercreditor Agreement.




          (b) Neither the Collateral Agent nor any First Lien Secured Party shall by any act (except by
a written instrument pursuant to Section 20(a) hereof), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event
of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor
any delay in exercising, on the part of the Collateral Agent or any other First Lien Secured Party,
any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent
or any other First Lien Secured Party of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy that the Collateral Agent or such other First Lien
Secured Party would otherwise have on any future occasion.




          (c) The rights, remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or remedies provided by
law.




          21. Section Headings. The Section headings used in this Pledge Agreement are for
convenience of reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.




          22. Successors and Assigns. This Pledge Agreement shall be binding upon the
successors and assigns of each Pledgor and shall inure to the benefit of the Collateral Agent and
the other First Lien Secured Parties and their respective successors and assigns, except that



-15-









 






no Pledgor may assign, transfer or delegate any of its rights or obligations under this Pledge
Agreement without the prior written consent of the Collateral Agent.




          23. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT, ANY OTHER CREDIT
DOCUMENT, ANY ADDITIONAL FIRST LIEN AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.




          24. Submission to Jurisdiction; Waivers. Each party hereto irrevocably and
unconditionally:





     (a) submits for itself and its property in any legal action or proceeding relating to
this Pledge Agreement, the other Credit Documents and any Additional First Lien Agreement to
which it is a party, or for recognition and enforcement of any judgment in respect thereof,
to the non-exclusive general jurisdiction of the courts of the State of New York, the courts
of the United States of America for the Southern District of New York and appellate courts
from any thereof;




     (b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;




     (c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to such Person at its address referred to in Section 16 or at such
other address of which the Collateral Agent shall have been notified pursuant thereto;




     (d) agrees that nothing herein shall affect the right of any other party hereto (or any
First Lien Secured Party) to effect service of process in any other manner permitted by law
or shall limit the right of any party hereto (or any First Lien Secured Party) to sue in any
other jurisdiction; and




     (e) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section 24 any special,
exemplary, punitive or consequential damages.



          25. GOVERNING LAW. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.




      
    26. Subject to First Lien Intercreditor Agreement 27. Notwithstanding anything
herein to the contrary, on and after the First Lien Intercreditor Effective Date (i) the liens and
security interests granted to the Collateral Agent pursuant to this Agreement are expressly




-16-









 







subject to the First Lien Intercreditor Agreement and (ii) the exercise of any right or remedy
by the Collateral Agent hereunder is subject to the limitations and provisions of the First Lien
Intercreditor Agreement. In the event of any conflict between the terms of the First Lien
Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien Intercreditor
Agreement shall govern.




[Signature Pages Follow]




-17-









 





     IN WITNESS WHEREOF, each of the undersigned has caused this Amended and Restated Pledge
Agreement to be duly executed and delivered by its duly authorized officer as of the day and year
first above written.



	 	 	 	 	 
	 	HCA INC., as

Pledgor

 	 
	 	By:  	/s/ David G. Anderson
 	 
	 	 	Name:  	David G. Anderson 	 
	 	 	Title:  	Senior Vice President, Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	Each of the SUBSIDIARY PLEDGORS
listed on Schedule A hereto

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



[Signature Page to Amended and Restated Pledge Agreement]




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as

Collateral Agent

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



[Signature Page to Amended and Restated Pledge Agreement]





 









 





Schedule A

to the Amended and Restated Pledge Agreement




	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	By its	 	 	By its	 	 	By the General	 
	 	 	 	 	General	 	 	Sole	 	 	Partner of its	 
	 	Subsidiary Pledgor	 	 	Partner	 	 	Member	 	 	Sole 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.
	 	 	 	 	 	 	 	 	 	 
	 





1









 






	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	By its	 	 	By its	 	 	By the General	 
	 	 	 	 	General	 	 	Sole	 	 	Partner of its	 
	 	Subsidiary Pledgor	 	 	Partner	 	 	Member	 	 	Sole Member	 
	 	Conroe Hospital Corporation
	 	 	 	 	 	 	 	 	 	 
	 	Dallas/Ft. Worth Physician, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Dauterive Hospital Corporation
	 	 	 	 	 	 	 	 	 	 
	 	Dublin Community Hospital, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Eastern Idaho Health Services, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Edmond Regional Medical Center, LLC
	 	 	 	 	 	 	 	 	 	 
	 	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
	 	 	 	 	 	 	 	 	 	 
	 	General Healthserv, 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.
	 	 	 	 	 	 	 	 	 	 
	 	Hamilton Medical Center, 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.
	 	 	 	 	 	 	 	 	 	 
	 	Healthtrust 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.

	 	 	*	 	 	 	 	 	 	 
	 





2









 






	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	By its	 	 	By its	 	 	By the General	 
	 	 	 	 	General	 	 	Sole	 	 	Partner of its	 
	 	Subsidiary Pledgor	 	 	Partner	 	 	Member	 	 	Sole Member	 
	 	HTI Memorial Hospital Corporation
	 	 	 	 	 	 	 	 	 	 
	 	Integrated Regional Lab, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Integrated Regional Laboratories, LLP

	 	 	*	 	 	 	 	 	 	 
	 	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.
	 	 	 	 	 	 	 	 	 	 
	 





3









 






	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	By its	 	 	By its	 	 	By the General	 
	 	 	 	 	General	 	 	Sole	 	 	Partner of its	 
	 	Subsidiary Pledgor	 	 	Partner	 	 	Member	 	 	Sole Member	 
	 	Notami Hospitals, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Okaloosa Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	Okeechobee Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 	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
	 	 	 	 	 	 	 	 	 	 
	 	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.
	 	 	 	 	 	 	 	 	 	 
	 





4









 






	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	By its	 	 	By its	 	 	By the General	 
	 	 	 	 	General	 	 	Sole	 	 	Partner of its	 
	 	Subsidiary Pledgor	 	 	Partner	 	 	Member	 	 	Sole Member	 
	 	Trident Medical Center, LLC
	 	 	 	 	 	 	 	 	 	 
	 	Utah Medco, LLC
	 	 	 	 	 	 	 	 	 	 
	 	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
	 	 	 	 	 	 	 	 	 	 
	 	Women’s and Children’s Hospital, Inc.
	 	 	 	 	 	 	 	 	 	 
	 






5