EX-4.6(b)






 Exhibit 4.6(b) 

SUPPLEMENT NO. 1 dated as of October 27, 2011 to the AMENDED AND RESTATED PLEDGE AGREEMENT dated 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 thereto (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 (the “Pledge Agreement”). 
 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”) and the U.S. Guarantee dated as
of November 17, 2006 (as the same may be amended, restated, supplemented and or otherwise modified from time to time, the “Guarantee”), among the Company, the U.S. Guarantors party thereto and the Collateral Agent. 

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and
the Pledge Agreement, as applicable. 
 C. The Pledgors have entered into the Pledge Agreement in order to induce each Administrative Agent,
the Collateral Agent, the Co-Syndication Agents, 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 Borrower under the Credit Agreement and to induce one or more Cash Management Banks or Hedge Banks to enter into Secured Cash Management Agreements or 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. The undersigned Subsidiary (the “Additional Pledgor”) is (a) the legal and beneficial owner of the Equity Interests
described in Schedule 1 hereto and issued by the entity named therein (such pledged Equity Interests, together with any Equity Interests of the issuer of such Pledged Shares or any other Subsidiary held directly by any Additional Pledgor in the
future, in each case, except to the extent excluded from the Collateral for the applicable Obligations pursuant to the penultimate paragraph of Section 1 below (the “After-acquired Additional Pledged Shares”), referred to
collectively herein as the “Additional Pledged Shares”) and (b) the legal and beneficial owner of the Indebtedness described under Schedule 1 hereto (together with any other Indebtedness owed to any Additional Pledgor hereafter
and required to be pledged pursuant to Section 9.12(a) of the Credit Agreement and/or the equivalent provisions of any Additional First Lien Agreement, the “Additional Pledged Debt”). 













 E. Section 9.11 of the Credit Agreement and/or the equivalent provisions of any
Additional First Lien Agreement and Section 9(b) of the Pledge Agreement provide that additional Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement by execution and delivery of an instrument in the form of this Supplement.
The undersigned Additional Pledgor is executing this Supplement in accordance with the requirements of Section 9(b) of the Pledge Agreement to pledge to the Collateral Agent for the benefit of the First Lien Secured Parties the Additional
Pledged Shares and the Additional Pledged Debt and to become a Subsidiary Pledgor under the Pledge 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 make their respective Extensions of Credit thereunder and as consideration for Extensions of Credit previously made. 

Accordingly, the Collateral Agent and each undersigned Additional Pledgor agree as follows: 

SECTION 1. In accordance with Section 9(b) of the Pledge Agreement, the Additional Pledgor by its signature hereby transfers, assigns and
pledges 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 Additional Pledgor’s right,
title and interest in the following, whether now owned or existing or hereafter acquired or existing (collectively, the “Additional Collateral”): 

(a) the Additional Pledged Shares held by the Additional Pledgor and the certificates representing such Additional Pledged
Shares and any interest of the Additional Pledgor in the entries on the books of the issuer of the Additional Pledged Shares or any financial intermediary pertaining to the Additional 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 Additional Pledged Shares; 

(b) the Additional Pledged Debt and the instruments evidencing the Additional Pledged Debt owed to the Additional 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 Additional 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
Additional Collateral. For purposes of this Supplement, the term “Proceeds” includes whatever is receivable or received when Additional 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 Additional Pledgor or the Collateral Agent from time to time with respect to any of the Additional Collateral. 

  
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 Notwithstanding the foregoing, the Additional Collateral for (i) the U.S. Obligations
and 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. 
 For purposes of the Pledge Agreement, the Collateral shall be
deemed to include the Additional Collateral. 
 SECTION 2. The Additional Pledgor by its signature below becomes a Pledgor under the Pledge
Agreement with the same force and effect as if originally named therein as a Pledgor, and the Additional Pledgor hereby agrees to all the terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder. Each reference to a
“Subsidiary Pledgor” or a “Pledgor” in the Pledge Agreement shall be deemed to include the Additional Pledgor. The Pledge Agreement is hereby incorporated herein by reference. 

SECTION 3. The Additional Pledgor represents and warrants as follows: 

(a) Schedule 1 hereto correctly represents as of the date hereof (A) the issuer, the certificate number, the Additional
Pledgor and registered owner, the number and class and the percentage of the issued and outstanding Equity Interests of such class of all Additional Pledged Shares and (B) the issuer, the initial principal amount, the Additional Pledgor and
holder, date of and maturity date of all Additional Pledged Debt. 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 of the issuer on the date hereof.

 (b) The Additional Pledgor is the legal and beneficial owner of the Additional Collateral pledged or assigned by the
Additional Pledgor hereunder free and clear of any Lien, except for the Lien created by this Supplement to the Pledge Agreement. 

(c) As of the date of this Supplement, the Additional Pledged Shares pledged by the Additional Pledgor hereunder have been duly
authorized and validly issued and, in the case of Additional Pledged Shares issued by a corporation, are fully paid and non-assessable. 

(d) The execution and delivery by the Additional Pledgor of this Supplement and the pledge of the Additional Collateral pledged
by the Additional Pledgor hereunder pursuant hereto create a valid and perfected first-priority security interest in the Additional Collateral, securing the payment of the Obligations (or the European Obligations, as applicable), in favor of the
Collateral Agent for the benefit of the First Lien Secured Parties. 
 (e) The Additional Pledgor has full power, authority
and legal right to pledge all the Additional Collateral pledged by the Additional Pledgor pursuant to this Supplement, and this Supplement constitutes a legal, valid and binding obligation of the Additional 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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 SECTION 4. 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 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 Additional Pledgor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear
the signatures of the Additional Pledgor and the Collateral Agent. 
 SECTION 5. Except as expressly supplemented hereby, the Pledge
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 Pledge
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. 

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 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. 

  
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 IN WITNESS WHEREOF, the Additional Pledgor and the Collateral Agent have duly executed this
Supplement to the Pledge 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
















 SCHEDULE 1 

TO SUPPLEMENT NO. 1 
 TO THE PLEDGE
AGREEMENT 
 Pledged Shares 
  

											
	 Pledgor
	  	 Issuer
	  	 Class of Stock
	  	 Stock
Certificate
No.
	  	 Number of
Shares
	  	 Percentage of
Issued
and
Outstanding
Shares

	HCA-HealthONE LLC	  	Spalding Rehabilitation L.L.C.	  	Uncertificated	  	N/A	  	N/A	  	N/A

 Pledged Debt 

None.