EX-4.5(b)






 Exhibit 4.5(b) 

SUPPLEMENT NO. 2 dated as of October 27, 2011, to the Amended and Restated Security Agreement dated as of March 2, 2009, as
Supplemented by Supplement No. 1, dated as of March 4, 2010 (as supplemented, the “Security Agreement”) among HCA INC., a Delaware corporation (the “Company”), each Subsidiary of the Company listed on Schedule
A thereto (each such subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are referred to collectively herein as the
“Grantors”), BANK OF AMERICA, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) for the benefit of the First Lien Secured Parties. 

A. Reference is made to the Credit Agreement, dated as of November 17, 2006 and as amended and restated as of May 4, 2011, 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
lending institutions from time to time parties thereto (the “Lenders”) and Bank of America N.A., as Administrative Agent, Swingline Lender and Letter of Credit Issuer (as the same may be further amended, restated, supplemented or
otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”). 
 B. Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and Security Agreement, as applicable. 

C. The Grantors have entered into the Security Agreement in order to induce the Administrative Agent, the Collateral Agent, the Lenders and
the Letter of Credit Issuer to enter into 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
Cash Management Banks or Hedge Banks to enter into Secured Cash 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. 
 D. Section 9.11 of the Credit Agreement and/or the equivalent provision of any other Additional
First Lien Agreement and Section 8.13 of the Security Agreement provide that each Subsidiary of the Company that is required to become a party to the Security Agreement pursuant to Section 9.11 of the Credit Agreement and/or any equivalent
provision of any other Additional First Lien Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such Subsidiary of
an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Grantor”) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Subsidiary Grantor under the
Security Agreement in order to induce the Lenders and the Letter of Credit Issuer to make additional Extensions of Credit and as consideration for Extensions of Credit previously made and to induce the holders of any Additional First Lien
Obligations to extend credit thereunder and as consideration for Extensions of Credit previously made. 
 Accordingly, the Collateral Agent
and the New Grantor agree as follows: 
 SECTION 1. In accordance with subsection 8.13 of the Security Agreement, the New Grantor by its
signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable
to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Grantor, as
security for the payment 













 
and performance in full of the First Lien Obligations, does hereby bargain, sell, convey, assign, set over, mortgage, pledge, hypothecate and transfer to the Collateral Agent for the benefit of
the First Lien Secured Parties, and hereby grants to the Collateral Agent for the benefit of the First Lien Secured Parties, a Security Interest in all of the Collateral of the New Grantor, in each case whether now or hereafter existing or in which
it now has or hereafter acquires an interest. Each reference to a “Grantor” in the Security Agreement shall be deemed to include the New Grantor. The Security Agreement is hereby incorporated herein by reference. 

SECTION 2. The New Grantor represents and warrants to the Collateral Agent and the other First Lien Secured Parties that this Supplement has
been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 

SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement 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. A set of the copies of this Supplement signed by all the parties shall be lodged with the
Collateral Agent and the Company. This Supplement shall become effective as to the New Grantor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Grantor and the
Collateral Agent. 
 SECTION 4. The New Grantor hereby represents and warrants that (a) set forth on Schedule I hereto is (i) the
legal name of the New Grantor, (ii) the jurisdiction of incorporation or organization of the New Grantor, (iii) the mailing address for the New Grantor, (iv) the identity or type of organization or corporate structure of the New
Grantor and (v) the Federal Taxpayer Identification Number and organizational number of the New Grantor and (b) as of the date hereof (i) Schedule II hereto sets forth, in all material respects, all of the New Grantor’s Copyright
Licenses, (ii) Schedule III hereto sets forth in all material respects, in proper form for filing with the United States Copyright Office, all of the New Grantor’s Copyrights (and all applications therefor), (iii) Schedule IV hereto sets
forth in all material respects all of the New Grantor’s Patent Licenses, (iv) Schedule V hereto sets forth in all material respects, in proper form for filing with the United States Patent and Trademark Office, all of the New
Grantor’s Patents (and all applications therefor), (v) Schedule VI hereto sets forth in all material respects all of the New Grantor’s Trademark Licenses and (vi) Schedule VII hereto sets forth in all material respects, in proper form
for filing with the United States Patent and Trademark Office, all of the New Grantor’s Trademarks (and all applications therefor). 

SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect. 

SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7. Any provision of this Supplement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Security Agreement, 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. 

  
 2 














 SECTION 8. 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 Subsidiary Grantor shall he 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, as such address may be changed
by written notice to the Collateral Agent and the Company. 
 IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly
executed this Supplement to the Security Agreement as of the day and year first above written. 
  

			
	HCA-HEALTHONE LLC
		
	By: 	 	/s/ John M. Franck II 
		 	Name: John M. Franck II
		 	Title: Manager, Vice President and Assistant Secretary
	
	 BANK OF AMERICA, N.A., as

Collateral Agent

		
	By:	 	/s/ David H. Strickert
		 	Name: David H. Strickert
		 	Title:  Managing Director



  
 3 














 SCHEDULE I 

TO SUPPLEMENT NO. 2 TO THE 

SECURITY AGREEMENT 

COLLATERAL 
  

									
	 Legal Name
	  	 Jurisdiction of

Incorporation or

Organization
	  	 Mailing Address
	  	 Type of
Organization or
Corporate
Structure
	  	 Federal Taxpayer
Identification
Number
and
Organizational
Identification
Number

	HCA-HealthONE LLC	  	Colorado	  	One Park Plaza
Nashville, TN 37203	  	limited liability company	  	FEIN 84-1321373 ID# 19951129214


  
 S-I 














 SCHEDULE II 

TO SUPPLEMENT NO. 2 TO THE 

SECURITY AGREEMENT 

COPYRIGHT LICENSES 
 None. 

  
 S-II 














 SCHEDULE III 

TO SUPPLEMENT NO. 2 TO THE 

SECURITY AGREEMENT 

COPYRIGHTS 
  

					
	 Registered

Owner/Grantor
	  	 Title
	  	 Registration

Number

	HCA-HealthONE LLC	  	Release the grease	  	TX0005668700


  
 S-III 














 SCHEDULE IV 

TO SUPPLEMENT NO. 2 TO THE 

SECURITY AGREEMENT 
 PATENT
LICENSES 
 None. 

  
 S-IV 














 SCHEDULE V 

TO SUPPLEMENT NO. 2 TO THE 

SECURITY AGREEMENT 
 PATENTS

 None. 

  
 S-V 














 SCHEDULE VI 

TO SUPPLEMENT NO. 2 TO THE 

SECURITY AGREEMENT 

TRADEMARK LICENSES 
 None. 

  
 S-VI 














 SCHEDULE VII 

TO SUPPLEMENT NO. 2 TO THE 

SECURITY AGREEMENT 

TRADEMARK LICENSES 
 U.S. Trademark Registrations
and Applications 
  

			
	 Trademark
	  	 Registration or Serial
Number

	HEALTH ONE	  	1,307,559
	SWEDISH MEDICAL CENTER	  	1,455,788
	INSTITUTE FOR LIMB PRESERVATION	  	2,194,859
	INSTITUTE FOR LIMB PRESERVATION & Design	  	2,194,860
	HEALTH ONE & Design	  	2,334,897
	HEALTH ONE & Design	  	2,439,860
	LEADING HOSPITALS. TRUSTED CARE.	  	2,580,192
	1-877-LYFEGUARD	  	2,605,394
	SKY RIDGE MEDICAL CENTER	  	2,838,970
	THE LIMB PRESERVATION FOUNDATION	  	2,878,022
	1-877-HEALTHONE	  	2,904,672
	THE DENVER CLINIC FOR EXTREMITIES AT RISK	  	3,270,469
	SAVING LIMBS AND LIVES EVERYDAY	  	3,277,239
	THE DENVER CLINIC FOR EXTREMITIES AT RISK & Design	  	3,297,522
	MISCELLANEOUS DESIGN	  	3,304,448
	ROCKY MOUNTAIN HOSPITAL FOR CHILDREN	  	3,328,072
	X & Design	  	3,334,901
	ROCKY MOUNTAIN BLOOD AND MARROW TRANSPLANT PROGRAM & Design	  	3,425,872
	THE LIMB PRESERVATION FOUNDATION	  	3,494,843
	HEALTHONE	  	3,617,397
	HEALTHONE (stylized)	  	3,620,820
	SKY RIDGE MEDICAL CENTER BEYOND YOUR EXPECTATIONS	  	3,653,467
	CARDIAC ALERT	  	3,766,530
	MISCELLANEOUS DESIGN (HFC LOGO)	  	3,777,624
	ROCKY MOUNTAIN CHILDREN’S HEALTH FOUNDATION	  	3,843,393
	HEALTHONE EMERGENCY CARE	  	3,905,078
	HEALTHONE EXPRESS CARE	  	3,905,079
	ROCKY MOUNTAIN CHILDREN’S HEALTH FOUNDATION	  	3,930,212
	MISCELLANEOUS DESIGN (CHF LOGO)	  	3,955,426


  
 S-VII