EX-4.1



 Exhibit 4.1 
 TRANCHE B-5 TERM LOAN 
 JOINDER AGREEMENT NO. 2 

JOINDER AGREEMENT NO. 2, dated as of May 3, 2013 (this “Agreement”), by and among Bank of America, N.A. (the
“Tranche B-5 Funding Loan Lender”), each Tranche B-5 Converting Loan Lender (as defined below), HCA INC., a Delaware corporation (the “Parent Borrower”) and BANK OF AMERICA, N. A., as Administrative Agent and as
Collateral Agent. 
 RECITALS: 
 WHEREAS, reference is hereby made to the Amended and Restated Credit Agreement, dated as of May 4, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Parent Borrower, HCA UK Capital Limited (the “European Subsidiary Borrower” and, collectively with the Parent Borrower, the “Borrowers”), the Lenders party
thereto, Bank of America, N. A., as Administrative Agent, Swingline Lender and Letter of Credit Issuer and the other parties named therein (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);

 WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrowers may establish New Term Loan
Commitments by, among other things, entering into one or more Joinder Agreements with New Term Loan Lenders; 
 WHEREAS,
the Parent Borrower desires to establish a series of New Term Loans pursuant to this Agreement which shall be titled the “Tranche B-5 Term Loans;” 
 WHEREAS, the Tranche B-5 Term Loans constitute Ratio First Lien Indebtedness under the Credit Agreement; and 
 WHEREAS, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities LLC are
acting as joint lead arrangers and joint bookrunners for the Tranche B-5 Term Loans. 
 NOW, THEREFORE, in consideration
of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows: 
 The Tranche
B-5 Funding Loan Lender hereby agrees to commit to provide its New Term Loan Commitment with respect to the Tranche B-5 Term Loans (its “Tranche B-5 Term Loan Commitment”), as set forth on Schedule A annexed hereto, on the
terms and subject to the conditions set forth below. Each Tranche B-2 Term Loan Lender that has executed a counterpart of this Agreement in its capacity as such (each a “Tranche B-5 Converting Loan Lender” and together with the
Tranche B-5 Funding Loan Lender, the “Tranche B-5 Loan Lenders”), hereby agrees to have the entire aggregate principal amount of its Tranche B-2 Term Loans (as to such Tranche B-5 Converting Loan Lender, its “Converted
Tranche B-2 Term Loans”) converted to Tranche B-5 Term Loans, on the terms and subject to the conditions set forth below. 

  
 -1 -









 Each Tranche B-5 Loan Lender (i) confirms that it has received a copy of the Credit
Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Tranche B-5 Loan Lender or any other Lender or Agent and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to
exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will
perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Tranche B-5 Loan Lender. 
 Each Tranche B-5 Loan Lender hereby agrees to make its respective Commitment on the following terms and conditions: 
  

	1.	Applicable Margins. The Applicable ABR Margin and Applicable LIBOR Margin for the Tranche B-5 Term Loans shall be as set forth below: 


 

							
	 Tranche B-5 Term Loans
	 
	 LIBOR Margin
	 	 	ABR Loans	 
	 	2.75	% 	 	 	1.75	% 

  

	2.	Principal Payments. The Parent Borrower shall make principal payments on the Tranche B-5 Term Loans in installments on the dates and in the amounts set forth
below (with amounts set forth below expressed as a percentage of the aggregate principal amount of the Tranche B-5 Term Loans on the Tranche B-5 Effective Date): 


 

					
	(A)	  	(B)	 
	 New Repayment

Date
	  	 Tranche B-5 Term Loan

Repayment Amount
	 
	 December 31, 2013
	  	$	5,000,000	  
	 March 31, 2014
	  	$	5,000,000	  
	 June 30, 2014
	  	$	5,000,000	  
	 September 30, 2014
	  	$	5,000,000	  
	 December 31, 2014
	  	$	5,000,000	  
	 March 31, 2015
	  	$	5,000,000	  
	 June 30, 2015
	  	$	5,000,000	  
	 September 30, 2015
	  	$	5,000,000	  


  
 -2-










					
	(A)	  	(B)	 
	 New Repayment

Date
	  	 Tranche B-5 Term Loan

Repayment Amount
	 
	 December 31, 2015
	  	$	5,000,000	  
	 March 31, 2016
	  	$	5,000,000	  
	 June 30, 2016
	  	$	5,000,000	  
	 September 30, 2016
	  	$	5,000,000	  
	 December 31, 2016
	  	$	5,000,000	  
	 Tranche B-5 Term Loan Maturity Date
	  	 	Remaining outstanding amounts	  

 Notwithstanding the foregoing, the Parent Borrower shall repay all outstanding Tranche B-5 Term Loans on March 31,
2017 (or, if such day is not a Business Day, the next preceding Business Day) (the “Tranche B-5 Term Loan Maturity Date”). 
  

	3.	Voluntary and Mandatory Prepayments. Scheduled installments of principal of the Tranche B-5 Term Loans set forth above shall be reduced in connection with any
voluntary or mandatory prepayments of the Tranche B-5 Term Loans in accordance with Sections 5.1 and 5.2 of the Credit Agreement respectively. 

  

	4.	Prepayment Fees. In the event that prior to the date that is six months after the Tranche B-5 Effective Date a Repricing Transaction occurs with respect to the
Tranche B-5 Term Loans, the Parent Borrower shall pay a premium to each Lender whose Tranche B-5 Term Loan is repaid or amended (including any Non-Consenting Lender who is required to assign its Tranche B-5 Term Loans), as applicable, equal to the
1% of the principal amount of such Lender’s affected Tranche B-5 Term Loan. 

 For purposes of the foregoing:

 “Repricing Transaction” shall mean the repayment, refinancing or replacement of all or a portion of the
Tranche B-5 Term Loans with proceeds from the incurrence by any Credit Party of any long-term bank debt financing incurred for the primary purpose of repaying, refinancing, or replacing the Tranche B-5 Term Loans having an effective interest cost or
weighted average yield (excluding any arrangement or commitment fees in connection therewith) that is less than the effective interest rate for or weighted average yield of the Tranche B-5 Term Loans, including, without limitation, as may be
effected through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, the Tranche B-5 Term Loans; provided that such prepayment premium shall not be payable if the prepayment or refinancing is made
in connection with a Change of Control. 
  

	5.	Other Terms of Tranche B-5 Term Loans. Except as expressly set forth herein, the terms of the Tranche B-5 Term Loans shall be identical to the terms of the
Tranche B-2 Term Loans. References in the Credit Agreement to Term Loans shall include without limitation, the Tranche B-5 Term Loans which shall be deemed to be a separate Class of Term Loans under the Credit Agreement. 


  
 -3-










	6.	Funding and Conversion of Tranche B Term Loans. Subject to the terms and conditions of this Agreement, on the Tranche B-5 Effective Date (i) the Tranche B-5
Funding Loan Lender agrees to make to the Parent Borrower a Tranche B-5 Term Loan in an aggregate principal amount equal to its Tranche B-5 Term Loan Commitment and (ii) each Converted Tranche B-2 Term Loan of each Tranche B-5 Converting Loan
Lender shall be converted into a Tranche B-5 Term Loan of such Lender effective as of the Tranche B-5 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted Tranche B-2 Term Loan immediately prior to such
conversion. The Tranche B-5 Term Loan Commitment shall be automatically and permanently reduced to $0 upon the making of the Tranche B-5 Funding Loan Lender pursuant to this Section 6. 


 

	7.	Credit Agreement Governs. Except as set forth in this Agreement, the Tranche B-5 Term Loans shall otherwise be subject to the provisions of the Credit Agreement
and the other Credit Documents. Each Tranche B-5 Loan Lender agrees to be bound by the terms of the Loss Sharing Agreement, dated as of November 17, 2006, as amended from time to time, by and among the Lenders and the Administrative Agent, to
the same extent as though it were an original signatory thereto. 

  

	8.	Parent Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and the Parent Borrower
hereby certifies that: 

  

	 	(i)	The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date
hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all
material respects on and as of such earlier date; and 

  

	 	(ii)	No event has occurred and is continuing or would result from the consummation of the proposed Borrowing contemplated hereby that would constitute a Default or an Event
of Default. 

  

	9.	Conditions to Tranche B-5 Effective Date. This Agreement shall become effective on the date (the “Tranche B-5 Effective Date”) when each of the
conditions set forth below has been satisfied: 

 (a) The Administrative Agent shall have received
executed counterparts hereof from the Parent Borrower, the Tranche B-5 Funding Loan Lender, each Tranche B-5 Converting Loan Lender and the Administrative Agent; 

(b) receipt by the Administrative Agent from the Parent Borrower of an opinion of counsel from Simpson Thacher &
Bartlett LLP reasonably acceptable to the Administrative Agent covering such matters as are required pursuant to Section 2.14 of the Credit Agreement. 

  
 -4-









 (c) The Administrative Agent shall have received a completed
“Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each improved Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly
executed by the applicable Credit Party relating thereto) and, with respect to any Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located in a special flood hazard area, evidence of flood insurance
as and to the extent required under Section 9.3 of the Credit Agreement; and 
 (d) The Administrative Agent
shall have received an Officers’ Certificate of the Parent Borrower setting forth the calculations (in reasonable detail) demonstrating compliance with (i) the financial test described in Section 10.8 of the Credit Agreement and
(ii) the ratio set forth in the definition of “Ratio First Lien Indebtedness” in the Credit Agreement. 
  

	10.	Recordation of the New Loans. Upon execution and delivery hereof, the Administrative Agent will record the Tranche B-5 Term Loans made or converted by each
Tranche B-5 Loan Lender in the Register. 

  

	11.	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered
on behalf of each of the parties hereto. 

  

	12.	Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the
subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. 


 

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

  

	14.	Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the
extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable. 


 

	15.	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same
agreement. 

  

	16.	 Effect of Joinder Agreement. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other
Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each 



  
 -5-










	 	
Credit Party reaffirms its obligations under the Credit Documents to which it is party and the validity of the Liens granted by it pursuant to the Security Documents. From and after the effective
date of this Agreement, all references to the Credit Agreement in any Credit Document shall, unless expressly provided otherwise, refer to the Credit Agreement as supplemented by this Agreement. 


  
 -6-









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

					
	HCA INC.
		
	By:	 	 /s/ David G. Anderson

		 	Name:	 	David G. Anderson
		 	Title:	 	Senior Vice President – Finance and Treasurer
	
	HCA UK CAPITAL LIMITED
		
	By:	 	 /s/ Michael Neeb

		 	Name:	 	Michael Neeb
		 	Title:	 	Director
	
	Each of the U.S. GUARANTORS listed on Schedule II hereto
		
	By:	 	 /s/ Donald Stinnett

		 	Name:	 	Donald Stinnett
		 	Title:	 	Senior Vice President



  
 [Joinder
Agreement No. 2] 









							
	EXECUTED by	  	)	  		  	
				
	HCA UK HOLDINGS LIMITED	  	)	  	Director	  	 /s/ Michael Neeb

	acting by	  	)	  		  	
		  	)	  	Witness:	  	 /s/ Karin Hugo

	as a European Guarantor	  	)	  		  	
				
	EXECUTED by	  	)	  		  	
	HCA UK CAPITAL LIMITED	  	)	  	Director	  	 /s/ Michael Neeb

	acting by	  	)	  		  	
		  	)	  	Witness:	  	 /s/ Karin Hugo

	as a European Guarantor	  	)	  		  	
				
	EXECUTED by	  	)	  		  	
	HCA UK SERVICES LIMITED	  	)	  	Director	  	 /s/ Michael Neeb

	acting by	  	)	  		  	
		  	)	  	Witness:	  	 /s/ Karin Hugo

	as a European Guarantor	  	)	  		  	
				
	EXECUTED by	  	)	  		  	
	HCA INTERNATIONAL	  	)	  		  	
	HOLDINGS LIMITED	  	)	  	Director	  	 /s/ Michael Neeb

	acting by	  	)	  		  	
		  	)	  	Witness:	  	 /s/ Karin Hugo

	as a European Guarantor	  	)	  		  	
				
	EXECUTED by	  	)	  		  	
	HCA UK INVESTMENTS	  	)	  		  	
	LIMITED	  	)	  	Director	  	 /s/ Michael Neeb

	acting by	  	)	  		  	
		  	)	  	Witness:	  	 /s/ Karin Hugo

	as a European Guarantor	  	)	  		  	


  
 [Joinder
Agreement No. 2] 









							
	EXECUTED by	  	)	  		  	
	THE HARLEY STREET	  	)	  		  	
	CANCER CLINIC LIMITED	  	)	  	Director	  	 /s/ Michael Neeb

	acting by	  	)	  		  	
		  	)	  	Witness:	  	 /s/ Karin Hugo

	as a European Guarantor	  	)	  		  	
				
	EXECUTED by	  	)	  		  	
	HCA INTERNATIONAL	  	)	  		  	
	LIMITED	  	)	  	Director	  	 /s/ Michael Neeb

	acting by	  	)	  		  	
		  	)	  	Witness:	  	 /s/ Karin Hugo

	as a European Guarantor	  	)	  		  	
				
	EXECUTED by	  	)	  		  	
	HCA UK LIMITED	  	)	  	Director	  	 /s/ Michael Neeb

	acting by	  	)	  		  	
		  	)	  	Witness:	  	 /s/ Karin Hugo

	as a European Guarantor	  	)	  		  	
				
	EXECUTED by	  	)	  		  	
	ST MARTINS LIMITED	  	)	  	Director	  	 /s/ Michael Neeb

	acting by	  	)	  		  	
		  	)	  	Witness:	  	 /s/ Karin Hugo

	as a European Guarantor	  	)	  		  	
				
	EXECUTED by	  	)	  		  	
	ST MARTINS HEALTHCARE	  	)	  		  	
	LIMITED	  	)	  	Director	  	 /s/ Michael Neeb

	acting by	  	)	  		  	
		  	)	  	Witness:	  	 /s/ Karin Hugo

	as a European Guarantor	  	)	  		  	
				
	EXECUTED by	  	)	  		  	
	HCA STAFFING LIMITED	  	)	  	Director	  	 /s/ Michael Neeb

	acting by	  	)	  		  	
		  	)	  	Witness:	  	 /s/ Karin Hugo

	as a European Guarantor	  	)	  		  	


  
 [Joinder
Agreement No. 2] 









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

  

	
	 /s/ John Franck

	 John M. Franck II, Manager

acting under the authority of the company



  
 [Joinder
Agreement No. 2] 








 SCHEDULE II 
  

							
	 U.S. Guarantor
	  	By its
General
Partner	  	By its
Sole
Member	  	By the General
Partner of its
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.
	  		  		  	
	 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.
	  		  		  	









							
	 U.S. Guarantor
	  	By its
General
Partner	  	By its
Sole
Member	  	By the General
Partner of its
Sole Member
	 Conroe Hospital Corporation
	  		  		  	
	 Dallas/Ft. Worth Physician, LLC
	  		  		  	
	 Dauterive Hospital Corporation
	  		  		  	
	 Dublin Community Hospital, LLC
	  		  		  	
	 Eastern Idaho Health Services, Inc.
	  		  		  	
	 Edward White Hospital, Inc.
	  		  		  	
	 El Paso Surgicenter, Inc.
	  		  		  	
	 Encino Hospital Corporation, Inc.
	  		  		  	
	 EP Health, LLC
	  		  		  	
	 Fairview Park GP, LLC
	  		  		  	
	 Fairview Park, Limited Partnership
	  	*	  		  	
	 Frankfort Hospital, Inc.
	  		  		  	
	 Galen Property, LLC
	  		  		  	
	 Good Samaritan Hospital, L.P.
	  	*	  		  	
	 Goppert-Trinity Family Care, LLC
	  		  		  	
	 GPCH-GP, Inc.
	  		  		  	
	 Grand Strand Regional Medical Center, LLC
	  		  		  	
	 Green Oaks Hospital Subsidiary, L.P.
	  	*	  		  	
	 Greenview Hospital, Inc.
	  		  		  	
	 HCA American Finance LLC
	  		  		  	
	 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-HealthONE LLC
	  		  		  	
	 HCA Management Services, L.P.
	  	*	  		  	
	 HCA Realty, Inc.
	  		  		  	
	 HCA SFB 1 LLC
	  		  		  	
	 HD&S Corp. Successor, Inc.
	  		  		  	
	 Health Midwest Office Facilities Corporation
	  		  		  	
	 Health Midwest Ventures Group, Inc.
	  		  		  	
	 Hendersonville Hospital Corporation
	  		  		  	
	 Hospital Corporation of Tennessee
	  		  		  	
	 Hospital Corporation of Utah
	  		  		  	
	 Hospital Development Properties, Inc.
	  		  		  	
	 HPG Enterprises, LLC
	  		  		  	
	 HSS Holdco, LLC
	  		  		  	









							
	 U.S. Guarantor
	  	By its
General
Partner	  	By its
Sole
Member	  	By the General
Partner of its
Sole Member
	 HSS Systems, LLC
	  		  		  	
	 HSS Virginia, L.P.
	  	*	  		  	
	 HTI MOB, LLC
	  		  	*	  	
	 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
	  		  		  	
	 Lone Peak Hospital, Inc.
	  		  		  	
	 Los Robles Regional Medical Center
	  		  		  	
	 Management Services Holdings, Inc.
	  		  		  	
	 Marietta Surgical Center, Inc.
	  		  		  	
	 Marion Community Hospital, Inc.
	  		  		  	
	 MCA Investment Company
	  		  		  	
	 Medical Centers of Oklahoma, LLC
	  		  		  	
	 Medical Office Buildings of Kansas, LLC
	  		  		  	
	 Memorial Healthcare Group, Inc.
	  		  		  	
	 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.
	  		  		  	









							
	 U.S. Guarantor
	  	By its
General
Partner	  	By its
Sole
Member	  	By the General
Partner of its
Sole Member
	 New Rose Holding Company, Inc.
	  		  		  	
	 North Florida Immediate Care Center, Inc.
	  		  		  	
	 North Florida Regional Medical Center, Inc.
	  		  		  	
	 Northern Utah Healthcare Corporation
	  		  		  	
	 Northern Virginia Community Hospital, LLC
	  		  		  	
	 Northlake Medical Center, LLC
	  		  		  	
	 Notami Hospitals of Louisiana, Inc.
	  		  		  	
	 Notami Hospitals, LLC
	  		  		  	
	 Okaloosa Hospital, Inc.
	  		  		  	
	 Okeechobee Hospital, Inc.
	  		  		  	
	 Outpatient Cardiovascular Center of Central Florida, LLC
	  		  		  	
	 Palms West Hospital Limited Partnership
	  	*	  		  	
	 Palmyra Park Hospital, LLC
	  		  		  	
	 Parallon Business Solutions, LLC
	  		  		  	
	 Parallon Credentialing Solutions, LLC
	  		  		  	
	 Parallon Enterprises, LLC
	  		  		  	
	 Parallon Health Information Solutions, LLC
	  		  		  	
	 Parallon Holdings, LLC
	  		  		  	
	 Parallon Payroll Solutions, LLC
	  		  		  	
	 Parallon Physician Services, LLC
	  		  		  	
	 Parallon Workforce Management Solutions, LLC
	  		  		  	
	 Pasadena Bayshore Hospital, Inc.
	  		  		  	
	 Plantation General Hospital, L.P.
	  	*	  		  	
	 Pulaski Community Hospital, Inc.
	  		  		  	
	 Redmond Park Hospital, LLC
	  		  		  	
	 Redmond Physician Practice Company
	  		  		  	
	 Regional Health System of Acadiana, LLC, The
	  		  		  	
	 Reston Hospital Center, LLC
	  		  		  	
	 Retreat Hospital, LLC
	  		  		  	
	 Rio Grande Regional Hospital, Inc.
	  		  		  	
	 Riverside Healthcare System, L.P.
	  	*	  		  	
	 Riverside Hospital, Inc.
	  		  		  	
	 Samaritan, LLC
	  		  		  	
	 San Jose Healthcare System, LP
	  	*	  		  	
	 San Jose Hospital, L.P.
	  	*	  		  	
	 San Jose Medical Center, LLC
	  		  		  	
	 San Jose, LLC
	  		  		  	
	 Sarasota Doctors Hospital, Inc.
	  		  		  	
	 SJMC, LLC
	  		  		  	
	 Southern Hills Medical Center, LLC
	  		  		  	
	 Spalding Rehabilitation L.L.C.
	  		  		  	









							
	 U.S. Guarantor
	  	By its
General
Partner	  	By its
Sole
Member	  	By the General
Partner of its
Sole Member
	 Spotsylvania Medical Center, Inc.
	  		  		  	
	 Spring Branch Medical Center, Inc.
	  		  		  	
	 Spring Hill Hospital, Inc.
	  		  		  	
	 Sun City Hospital, Inc.
	  		  		  	
	 Sunrise Mountainview Hospital, Inc.
	  		  		  	
	 Surgicare of Brandon, Inc.
	  		  		  	
	 Surgicare of Florida, Inc.
	  		  		  	
	 Surgicare of Houston Women’s, Inc.
	  		  		  	
	 Surgicare of Manatee, Inc.
	  		  		  	
	 Surgicare of New Port Richey, Inc.
	  		  		  	
	 Surgicare of Palms West, LLC
	  		  		  	
	 Surgicare of Riverside, LLC
	  		  		  	*
	 Tallahassee Medical Center, Inc.
	  		  		  	
	 TCMC Madison-Portland, Inc.
	  		  		  	
	 Terre Haute Hospital GP, Inc.
	  		  		  	
	 Terre Haute Hospital Holdings, Inc.
	  		  		  	
	 Terre Haute MOB, L.P.
	  	*	  		  	
	 Terre Haute Regional Hospital, L.P.
	  	*	  		  	
	 Timpanogos Regional Medical Services, Inc.
	  		  		  	
	 Trident Medical Center, LLC
	  		  		  	
	 Utah Medco, LLC
	  		  		  	
	 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
	  		  		  	








 
					
	Consented to by:
	
	 BANK OF AMERICA, N.A.,
 as Administrative Agent

		
	By:	 	 /s/ James Brett

		 	Name:	 	James Brett
		 	Title:	 	Director



  
 [Joinder
Agreement No. 2 Signature Page]