Exhibit 4.2
Execution Version
TRANCHEB-11 TERM LOAN
JOINDER AGREEMENT NO. 7
JOINDER AGREEMENT NO. 7, dated as of March 13, 2018 (this “Agreement”), by and among Bank of America, N.A. (the “TrancheB-11 Funding Loan Lender”), each TrancheB-11 Converting Loan Lender (as defined below), HCA INC., a Delaware corporation (the “Borrower”) and BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent.
RECITALS:
WHEREAS, reference is hereby made to the Credit Agreement, dated as of November 17, 2006, as amended and restated as of May 4, 2011, as further amended and restated as of February 26, 2014, as further supplemented as of June 10, 2015, March 18, 2016, August 15, 2016, February 15, 2017 and March 20, 2017 and as further amended and restated as of June 28, 2017 and as further supplemented as of March 13, 2018 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto, Bank of America, N. A., as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer and the other parties named therein (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);
WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may establish New Term Loan Commitments by, among other things, entering into one or more Joinder Agreements with New Term Loan Lenders;
WHEREAS, the Borrower desires to establish a Series of New Term Loans in an aggregate initial principal amount equal to $1,165,606,875 pursuant to this Agreement which shall be titled the “Tranche B-11 Term Loans”;
WHEREAS, the TrancheB-11 Term Loans constitute Ratio First Lien Indebtedness under the Credit Agreement; and
WHEREAS, Bank of America, N.A., Citigroup Global Markets Inc., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC are acting as joint lead arrangers and joint bookrunners for the TrancheB-11 Term Loans.
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
The TrancheB-11 Funding Loan Lender hereby agrees to commit to provide its New Term Loan Commitment with respect to the TrancheB-11 Term Loans (its “TrancheB-11 Term Loan Commitment”), as set forth onSchedule A annexed hereto, on the terms and subject to the conditions set forth below. Each TrancheB-9 Term Loan Lender that has executed a counterpart of this Agreement in its capacity as such (each a “TrancheB-11 Converting Loan Lender” and together with the TrancheB-11 Funding Loan Lender, the “TrancheB-11 Loan Lenders”) indicating its willingness to convert TrancheB-9 Term Loans to TrancheB-11 Term
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Loans, hereby agrees to have the portion of such TrancheB-9 Term Loans so converted in accordance herewith (after giving effect to any reduction as contemplated by the signature pages hereto) (as to such TrancheB-11 Converting Loan Lender, its “Converted TrancheB-9 Term Loan”) converted to TrancheB-11 Term Loans on the terms and subject to the conditions set forth below.
Each TrancheB-11 Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a TrancheB-11 Loan Lender. Each TrancheB-11 Converting Loan Lender hereby agrees to the prepayment in full of all TrancheB-9 Term Loans that are not Converted TrancheB-9 Term Loans.
The TrancheB-11 Loan Lender hereby agrees to make its respective Commitment on the following terms and conditions:
| 1. | Applicable Margins. The Applicable ABR Margin and Applicable LIBOR Margin for the TrancheB-11 Term Loans shall be as set forth below: |
| TrancheB-11 Term Loans | ||
Applicable LIBOR Margin | Applicable ABR Margin | |
1.75% | 0.75% | |
| 2. | Principal Payments. The Borrower shall make principal payments on the TrancheB-11 Term Loans in installments on the dates and in the amounts set forth below (with amounts set forth below expressed as a percentage of the aggregate principal amount of the TrancheB-11 Term Loans on the TrancheB-11 Effective Date): |
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(A)
New Repayment Date | (B)
TrancheB-11 Term Loan Repayment Amount | |
| June 30, 2018 | 0.25% | |
| September 30, 2018 | 0.25% | |
| December 31, 2018 | 0.25% | |
| March 31, 2019 | 0.25% | |
| June 30, 2019 | 0.25% | |
| September 30, 2019 | 0.25% | |
| December 31, 2019 | 0.25% | |
| March 31, 2020 | 0.25% | |
| June 30, 2020 | 0.25% | |
| September 30, 2020 | 0.25% | |
| December 31, 2020 | 0.25% | |
| March 31, 2021 | 0.25% | |
| June 30, 2021 | 0.25% | |
| September 30, 2021 | 0.25% | |
| December 31, 2021 | 0.25% | |
| March 31, 2022 | 0.25% | |
| June 30, 2022 | 0.25% | |
| September 30, 2022 | 0.25% | |
| December 31, 2022 | 0.25% | |
Tranche B-11 Term Loan Maturity Date | Remaining outstanding amounts |
Notwithstanding the foregoing, the Borrower shall repay all outstanding TrancheB-11 Term Loans on March 18, 2023 (or, if such day is not a Business Day, the immediately preceding Business Day) (the “TrancheB-11 Term Loan Maturity Date”).
| 3. | Voluntary and Mandatory Prepayments. Scheduled installments of principal of the TrancheB-11 Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the TrancheB-11 Term Loans in accordance with Sections 5.1 or 5.2 of the Credit Agreement, respectively. |
| 4. | Prepayment Fees. In the event that prior to the date that is six months after the TrancheB-11 Effective Date a Repricing Transaction occurs with respect to the TrancheB-11 Term Loans, the Borrower shall pay a premium to each Lender whose TrancheB-11 Term Loan is repaid or amended (including anyNon-Consenting Lender who is required to assign its TrancheB-11 Term Loans), as applicable, equal to the 1.00% of the principal amount of such Lender’s affected TrancheB-11 Term Loan. |
For purposes of the foregoing:
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| “Repricing Transaction” shall mean the repayment, refinancing or replacement of all or a portion of the TrancheB-11 Term Loans with proceeds from the incurrence by any Credit Party of any long-term bank debt financing incurred for the primary purpose of repaying, refinancing or replacing the TrancheB-11 Term Loans having an effective interest cost or weighted average yield (excluding any arrangement or commitment fees in connection therewith) that is less than the effective interest rate for or weighted average yield of the TrancheB-11 Term Loans, including, without limitation, as may be effected through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, the TrancheB-11 Term Loans;provided that such prepayment premium shall not be payable if the prepayment or refinancing is made in connection with a Change of Control. |
| 5. | Other Terms of TrancheB-11 Term Loans. Except as expressly set forth herein, the terms of the TrancheB-11 Term Loans shall be identical to the terms of the TrancheB-9 Term Loans. References in the Credit Agreement to Term Loans shall include without limitation, the TrancheB-11 Term Loans which shall be deemed to be a separate Class of Term Loans under the Credit Agreement. |
| 6. | Funding and Conversion of TrancheB-11 Term Loans. Subject to the terms and conditions of this Agreement, on the TrancheB-11 Effective Date (i) the TrancheB-11 Funding Loan Lender agrees to make to the Borrower a TrancheB-11 Term Loan in an aggregate principal amount equal to its TrancheB-11 Term Loan Commitment and (ii) each Converted TrancheB-9 Term Loan of each TrancheB-11 Converting Loan Lender shall be converted into a TrancheB-11 Term Loan of such Lender effective as of the TrancheB-11 Effective Date in a principal amount equal to the principal amount of such Lender’s Converted TrancheB-9 Term Loan immediately prior to such conversion. The TrancheB-11 Term Loan Commitment shall be automatically and permanently reduced to $0 upon the funding of the TrancheB-11 Funding Loan Lender pursuant to this Section 6. |
| 7. | Credit Agreement Governs. Except as set forth in this Agreement, the TrancheB-11 Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Credit Documents. |
| 8. | Borrower’s Certifications. By its execution of this Agreement, the undersigned officer (solely in such capacity, not individually and without personal liability), to the best of his or her knowledge, and the Borrower hereby certifies that: |
| (i) | The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; and |
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| (ii) | No event has occurred and is continuing or would result from the consummation of the proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default. |
| 9. | Conditions to TrancheB-11 Effective Date. This Agreement shall become effective on the date (the “TrancheB-11 Effective Date”) when each of the conditions set forth below has been satisfied: |
(a) The Administrative Agent shall have received executed counterparts hereof (which may include facsimile or other electronic transmission of a signed signature page to this Agreement) from the Borrower, the TrancheB-11 Funding Loan Lender, each TrancheB-11 Converting Loan Lender and the Administrative Agent;
(b) The Administrative Agent shall have received from the Borrower an opinion of counsel from Simpson Thacher & Bartlett LLP reasonably acceptable to the Administrative Agent covering such matters as are required pursuant to Section 2.14(a) of the Credit Agreement;
(c) The Administrative Agent shall have received a completed“Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each improved Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party relating thereto) and, with respect to any Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located in a special flood hazard area, evidence of flood insurance as and to the extent required under Section 9.3 of the Credit Agreement;
(d) The Administrative Agent shall have received an officer’s certificate of the Borrower setting forth the calculations (in reasonable detail) demonstrating compliance with (i) the financial test described in Section 10.8 of the Credit Agreement and (ii) the ratio set forth in the definition of “Ratio First Lien Indebtedness” in the Credit Agreement; and
(e) The Administrative Agent shall have received a written notice of prepayment on the TrancheB-11 Effective Date of all TrancheB-9 Term Loans (other than the Converted TrancheB-9 Term Loans).
| 10. | Mortgage Requirements. No later than 90 days following the TrancheB-11 Effective Date, the Borrower shall deliver or cause to be delivered to the Collateral Agent: |
| (a) | No Mortgage Amendment Necessary |
Written ore-mail confirmation from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that: (i) the recording of the existing Mortgage (and any related fixture filing) is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by this Agreement and the other documents executed in connection here
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with, for the benefit of the Secured Parties, and (ii) no other documents, instruments, filings, recordings,re-recordings,re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by this Agreement and the other documents executed in connection herewith, for the benefit of the Secured Parties, unless any such mortgage recording taxes are payable in connection with the transactions contemplated by this Agreement, in which case such written confirmation shall so state; or, for any Mortgage recorded in a jurisdiction in which local counsel is unable to provide the foregoing written or email confirmation, with respect to such Mortgage, the deliverables listed in Section 10(b) below.
| (b) | Mortgage Amendment Necessary |
| (i) | an amendment to each Mortgage (each, a “Mortgage Amendment”) to which a Credit Party is then party duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where the respective Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Administrative Agent; |
| (ii) | executed legal opinions, in form and substance reasonably satisfactory to the Administrative Agent, with respect to such amended Mortgages; and |
| (iii) | with respect to each amended Mortgage (i) a title search of the relevant Mortgaged Property (except for Mortgaged Properties located in Texas) confirming that there are no Liens of record in violation of the provisions of the applicable Mortgage and (ii) for Mortgaged Properties located in Texas, a TX T.38 modification endorsement to the existing policy or policies of title insurance insuring the Lien of each applicable Mortgage in form and substance reasonably satisfactory to the Administrative Agent and having the effect of a valid, issued and binding endorsement to the respective title insurance policy. |
| 11. | Certain ERISA Matters. |
(a) Each TrancheB-11 Loan Lender (x) represents and warrants, as of the date such Person became a TrancheB-11 Loan Lender party hereto, to, and (y) covenants, from the date such Person became a TrancheB-11 Loan Lender party hereto to the date such Person ceases being a TrancheB-11 Loan Lender party hereto, for the benefit of, the Administrative Agent and each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that at least one of the following is and will be true:
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| (i) | such TrancheB-11 Loan Lender is not using “plan assets” of one or more Benefit Plans in connection with the TrancheB-11 Term Loans or the TrancheB-11 Term Loan Commitments, |
| (ii) | the transaction exemption set forth in one or more PTEs, such as PTE84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE96-23 (a class exemption for certain transactions determined byin-house asset managers), is applicable with respect to such TrancheB-11 Loan Lender’s entrance into, participation in, administration of and performance of the TrancheB-11 Term Loans, the TrancheB-11 Term Loan Commitments and this Agreement, |
| (iii) | (A) such TrancheB-11 Loan Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such TrancheB-11 Loan Lender to enter into, participate in, administer and perform the TrancheB-11 Term Loans, the TrancheB-11 Term Loan Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the TrancheB-11 Term Loans, the TrancheB-11 Term Loan Commitments and this Agreement satisfies the requirements ofsub-sections (b) through (g) of Part I of PTE84-14 and (D) to the best knowledge of such TrancheB-11 Loan Lender, the requirements of subsection (a) of Part I of PTE84-14 are satisfied with respect to such TrancheB-11 Loan Lender’s entrance into, participation in, administration of and performance of the TrancheB-11 Term Loans, the TrancheB-11 Term Loan Commitments and this Agreement, or |
| (iv) | such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such TrancheB-11 Loan Lender. |
(b) In addition, unlesssub-clause (i) in the immediately preceding clause (a) is true with respect to a TrancheB-11 Loan Lender or such TrancheB-11 Loan Lender has not provided another representation, warranty and covenant as provided insub-clause (iv) in the immediately preceding clause (a), such TrancheB-11 Loan Lender further (x) represents and warrants, as of the date such Person became a TrancheB-11 Loan Lender party hereto, to, and (y) covenants, from the date such Person became a TrancheB-11 Loan Lender party hereto to the date such Person ceases being a TrancheB-11 Loan Lender party hereto, for the benefit of, the Administrative Agent and each other Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that:
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| (i) | none of the Administrative Agent or any other Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such TrancheB-11 Loan Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Credit Document or any documents related to hereto or thereto), |
| (ii) | the Person making the investment decision on behalf of such TrancheB-11 Loan Lender with respect to the entrance into, participation in, administration of and performance of the TrancheB-11 Term Loans, the TrancheB-11 Term Loan Commitments and this Agreement is independent (within the meaning of 29 CFR §2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that has under management or control, total assets of at least $50 million, in each case as described in 29 CFR §2510.3-21(c)(1)(A)-(E), |
| (iii) | the Person making the investment decision on behalf of such TrancheB-11 Loan Lender with respect to the entrance into, participation in, administration of and performance of the TrancheB-11 Term Loans, the TrancheB-11 Term Loan Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies, |
| (iv) | the Person making the investment decision on behalf of such TrancheB-11 Loan Lender with respect to the entrance into, participation in, administration of and performance of the TrancheB-11 Term Loans, the TrancheB-11 Term Loan Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the TrancheB-11 Term Loans, the TrancheB-11 Term Loan Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and |
| (v) | no fee or other compensation is being paid directly to the Administrative Agent or any other Lead Arranger or any of their respective Affiliates for investment advice (as opposed to other services) in connection with the TrancheB-11 Term Loans, the TrancheB-11 Term Loan Commitments or this Agreement. |
(c) The Administrative Agent and each other Lead Arranger hereby informs the TrancheB-11 Loan Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the TrancheB-11 Term Loans, the TrancheB-11 Term Loan Commitments and this Agreement, (ii) may recognize a gain if it extended the TrancheB-11 Term Loans or the TrancheB-11 Term Loan Commitments for an amount less than the amount being paid for an interest in the TrancheB-11 Term Loans or the TrancheB-11 Term Loan Commitments by such TrancheB-11 Loan Lender or (iii) may receive fees or other payments in connection with the
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transactions contemplated hereby, the Credit Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.
For purposes of this section, the following definitions apply to each of the capitalized terms below:
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
| 12. | Recordation of the New Loans. Upon execution and delivery hereof, the Administrative Agent will record the TrancheB-11 Term Loans made or converted by each TrancheB-11 Loan Lender in the Register. |
| 13. | Certain U.S. Federal Income Tax Matters. The Borrower, the Administrative Agent and the Lenders agree that the TrancheB-11 Term Loans shall be treated in their entirety as one fungible tranche for U.S. federal income tax purposes (i.e., the TrancheB-11 Term Loans received upon conversion of the Converted TrancheB-9 Term Loans shall be fungible for U.S. federal income tax purposes with the TrancheB-11 Term Loans made pursuant to the TrancheB-11 Term Loan Commitment). For the avoidance of doubt and solely for purposes of FATCA, the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the TrancheB-11 Term Loans as not qualifying as “grandfathered obligations” within the meaning of Treasury RegulationSection 1.1471-2(b)(2)(i). |
| 14. | Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto. |
| 15. | Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. |
| 16. | GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND |
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| SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. |
| 17. | Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as would be enforceable. |
| 18. | Counterparts. This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. |
| 19. | Effect of Joinder Agreement. After giving effect to this Agreement, each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Credit Document is hereby ratified and reaffirmed in all respects and shall continue in full force and effect. Each Credit Party reaffirms, after giving effect to this Agreement, its obligations under the Credit Documents to which it is party and the validity of the Liens previously granted by it pursuant to the Security Agreement and the other Security Documents, and agrees such Security Agreement and all other Credit Documents remain in full force and effect. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of Obligations of the Credit Parties under the Credit Agreement and the other Credit Documents, in each case, as amended by this Agreement. This Agreement shall not constitute a novation of the Credit Agreement or any other Credit Document or serve to effect a novation of the obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which instruments shall remain and continue in full force and effect. From and after the effective date of this Agreement, all references to the Credit Agreement in any Credit Document shall, unless expressly provided otherwise, refer to the Credit Agreement as supplemented by this Agreement. This Agreement shall be deemed a Credit Document under the Credit Agreement. |
[Remainder of page intentionally left blank. Signature pages follow.]
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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date set forth above.
| HCA INC., as Borrower | ||||||
| By: | /s/ J. William B. Morrow | |||||
| Name: J. William B. Morrow | ||||||
| Title: Senior Vice President – Finance and Treasurer | ||||||
| Each of the GUARANTORS listed on Schedule I hereto | ||||||
| By: | /s/ Christopher F. Wyatt | |||||
| Name: Christopher F. Wyatt | ||||||
| Title: Senior Vice President | ||||||
| MEDICREDIT, INC. | ||||||
| By: | /s/ N. Eric Ward | |||||
| Name: N. Eric Ward | ||||||
| Title: President and Chief Executive Officer | ||||||
[Signature Page to Tranche B-11 Joinder Agreement]
SCHEDULE I
| Guarantor | By its General Partner or Managing Partner | By its Managing Member | ||
| American Medicorp Development Co. | ||||
| Bay Hospital, Inc. | ||||
| Brigham City Community Hospital, Inc. | ||||
| Brookwood Medical Center of Gulfport, Inc. | ||||
| Capital Division, Inc. | ||||
| Centerpoint Medical Center of Independence, LLC | ||||
| Central Florida Regional Hospital, Inc. | ||||
| Central Shared Services, LLC | ||||
| Central Tennessee Hospital Corporation | ||||
| CHCA Bayshore, L.P. | * | |||
| CHCA Conroe, L.P. | * | |||
| CHCA Mainland, L.P. | * | |||
| CHCA Pearland, L.P. | * | |||
| CHCA West Houston, L.P. | * | |||
| CHCA Woman’s Hospital, L.P. | * | |||
| Chippenham & Johnston-Willis Hospitals, Inc. | ||||
| Citrus Memorial Hospital, Inc. | ||||
| Citrus Memorial Property Management, Inc. | ||||
| Colorado Health Systems, Inc. | ||||
| Columbia ASC Management, L.P. | * | |||
| Columbia Healthcare System of Louisiana, Inc. | ||||
| Columbia Jacksonville Healthcare System, Inc. | ||||
| Columbia LaGrange Hospital, LLC | ||||
| Columbia Medical Center of Arlington Subsidiary, L.P. | * | |||
| Columbia Medical Center of Denton Subsidiary, L.P. | * | |||
| Columbia Medical Center of Las Colinas, Inc. | ||||
| Columbia Medical Center of Lewisville Subsidiary, L.P. | * | |||
| Columbia Medical Center of McKinney Subsidiary, L.P. | * | |||
| Columbia Medical Center of Plano Subsidiary, L.P. | * | |||
| Columbia North Hills Hospital Subsidiary, L.P. | * | |||
| Columbia Ogden Medical Center, Inc. | ||||
| Columbia Parkersburg Healthcare System, LLC | ||||
| Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. | * | |||
| Columbia Rio Grande Healthcare, L.P. | * | |||
| Columbia Riverside, Inc. |
| Guarantor | By its General Partner or Managing Partner | By its Managing Member | ||
| Columbia Valley Healthcare System, L.P. | * | |||
| Columbia/Alleghany Regional Hospital Incorporated | ||||
| Columbia/HCA John Randolph, Inc. | ||||
| Columbine Psychiatric Center, Inc. | ||||
| Columbus Cardiology, Inc. | ||||
| Conroe Hospital Corporation | ||||
| Cy-Fair Medical Center Hospital, LLC | ||||
| Dallas/Ft. Worth Physician, LLC | ||||
| Dublin Community Hospital, LLC | ||||
| Eastern Idaho Health Services, Inc. | ||||
| East Florida - DMC, Inc. | ||||
| Edward White Hospital, Inc. | ||||
| El Paso Surgicenter, Inc. | ||||
| Encino Hospital Corporation, Inc. | ||||
| EP Health, LLC | ||||
| Fairview Park GP, LLC | ||||
| Fairview Park, Limited Partnership | * | |||
| Frankfort Hospital, Inc. | ||||
| Galen Property, LLC | ||||
| Good Samaritan Hospital, L.P. | * | |||
| Goppert-Trinity Family Care, LLC | ||||
| GPCH-GP, Inc. | ||||
| Grand Strand Regional Medical Center, LLC | ||||
| Green Oaks Hospital Subsidiary, L.P. | * | |||
| Greenview Hospital, Inc. | ||||
| H2U Wellness Centers, LLC | ||||
| HCA - IT&S Field Operations, Inc. | ||||
| HCA - IT&S Inventory Management, Inc. | ||||
| HCA-HealthONE LLC | ||||
| HCA American Finance LLC | ||||
| HCA Central Group, Inc. | ||||
| HCA Health Services of Florida, Inc. | ||||
| HCA Health Services of Louisiana, Inc. | ||||
| HCA Health Services of Tennessee, Inc. | ||||
| HCA Health Services of Virginia, Inc. | ||||
| HCA Management Services, L.P. | * | |||
| HCA Pearland GP, Inc. | ||||
| HCA Realty, Inc. |
| Guarantor | By its General Partner or Managing Partner | By its Managing Member | ||
| HCA SFB 1 LLC | ||||
| HD&S Corp. Successor, Inc. | ||||
| Health Midwest Office Facilities Corporation | ||||
| Health Midwest Ventures Group, Inc. | ||||
| HealthTrust Workforce Solutions, LLC | ||||
| Hendersonville Hospital Corporation | ||||
| Hospital Corporation of Tennessee | ||||
| Hospital Corporation of Utah | ||||
| Hospital Development Properties, Inc. | ||||
| Houston – PPH, LLC | ||||
| Houston NW Manager, LLC | ||||
| HPG Enterprises, LLC | ||||
| HSS Holdco, LLC | ||||
| HSS Systems, LLC | ||||
| HSS Virginia, L.P. | * | |||
| HTI Memorial Hospital Corporation | ||||
| HTI MOB, LLC | * | |||
| Integrated Regional Lab, LLC | ||||
| Integrated Regional Laboratories, LLP | * | |||
| JFK Medical Center Limited Partnership | * | |||
| JPM AA Housing, LLC | ||||
| KPH-Consolidation, Inc. | ||||
| Lakeview Medical Center, LLC | ||||
| Largo Medical Center, Inc. | ||||
| Las Vegas Surgicare, Inc. | ||||
| Lawnwood Medical Center, Inc. | ||||
| Lewis-Gale Hospital, Incorporated | ||||
| Lewis-Gale Medical Center, LLC | ||||
| Lewis-Gale Physicians, LLC | ||||
| Lone Peak Hospital, Inc. | ||||
| Los Robles Regional Medical Center | ||||
| Management Services Holdings, Inc. | ||||
| Marietta Surgical Center, Inc. | ||||
| Marion Community Hospital Inc | ||||
| MCA Investment Company | ||||
| Medical Centers of Oklahoma, LLC | ||||
| Medical Office Buildings of Kansas, LLC | ||||
| Memorial Healthcare Group, Inc. |
| Guarantor | By its General Partner or Managing Partner | By its Managing Member | ||
| Midwest Division - ACH, LLC | ||||
| Midwest Division - LRHC, LLC | ||||
| Midwest Division - LSH, LLC | ||||
| Midwest Division - MCI, LLC | ||||
| Midwest Division - MMC, LLC | ||||
| Midwest Division - OPRMC, LLC | ||||
| Midwest Division - PFC, LLC | ||||
| Midwest Division - RBH, LLC | ||||
| Midwest Division - RMC, LLC | ||||
| Midwest Holdings, Inc. | ||||
| Montgomery Regional Hospital, Inc. | ||||
| Mountain Division - CVH, LLC | ||||
| Mountain View Hospital, Inc. | ||||
| Nashville Shared Services General Partnership | * | |||
| National Patient Account Services, Inc. | ||||
| New Iberia Healthcare, LLC | ||||
| New Port Richey Hospital, Inc. | ||||
| New Rose Holding Company, Inc. | ||||
| North Florida Immediate Care Center, Inc. | ||||
| North Florida Regional Medical Center, Inc. | ||||
| North Houston – TRMC, LLC | ||||
| North Texas – MCA, LLC | ||||
| Northern Utah Healthcare Corporation | ||||
| Northern Virginia Community Hospital, LLC | ||||
| Northlake Medical Center, LLC | ||||
| Notami Hospitals of Louisiana, Inc. | ||||
| Notami Hospitals, LLC | ||||
| Okaloosa Hospital, Inc. | ||||
| Okeechobee Hospital, Inc. | ||||
| Oklahoma Holding Company, LLC | ||||
| Outpatient Cardiovascular Center of Central Florida, LLC | ||||
| Outpatient Services Holdings, Inc. | ||||
| Oviedo Medical Center, LLC | ||||
| Palms West Hospital Limited Partnership | * | |||
| Parallon Business Solutions, LLC | ||||
| Parallon Enterprises, LLC | ||||
| Parallon Health Information Solutions, LLC | ||||
| Parallon Holdings, LLC |
| Guarantor | By its General Partner or Managing Partner | By its Managing Member | ||
| Parallon Payroll Solutions, LLC | ||||
| Parallon Physician Services, LLC | ||||
| Pasadena Bayshore Hospital, Inc. | ||||
| PatientKeeper, Inc. | ||||
| Pearland Partner, LLC | ||||
| Plantation General Hospital, L.P. | * | |||
| Plaza Specialty Hospital, LLC | ||||
| Poinciana Medical Center, Inc. | ||||
| Primary Health, Inc. | ||||
| PTS Solutions, LLC | ||||
| Pulaski Community Hospital, Inc. | ||||
| Putnam Community Medical Center of North Florida, LLC | ||||
| Redmond Park Hospital, LLC | ||||
| Redmond Physician Practice Company | ||||
| Reston Hospital Center, LLC | ||||
| Retreat Hospital, LLC | ||||
| Rio Grande Regional Hospital, Inc. | ||||
| Riverside Healthcare System, L.P. | * | |||
| Riverside Hospital, Inc. | ||||
| Samaritan, LLC | ||||
| San Jose Healthcare System, LP | * | |||
| San Jose Hospital, L.P. | * | |||
| San Jose Medical Center, LLC | ||||
| San Jose, LLC | ||||
| Sarah Cannon Research Institute, LLC | * | |||
| Sarasota Doctors Hospital, Inc. | ||||
| Savannah Health Services, LLC | ||||
| SCRI Holdings, LLC | ||||
| Sebring Health Services, LLC | ||||
| SJMC, LLC | ||||
| Southern Hills Medical Center, LLC | ||||
| Southeast Georgia Health Services, LLC | ||||
| Southpoint, LLC | ||||
| Spalding Rehabilitation L.L.C. | * | |||
| Spotsylvania Medical Center, Inc. | ||||
| Spring Branch Medical Center, Inc. | ||||
| Spring Hill Hospital, Inc. |
| Guarantor | By its General Partner or Managing Partner | By its Managing Member | ||
| SSHR Holdco, LLC | ||||
| Sun City Hospital, Inc. | ||||
| Sunrise Mountainview Hospital, Inc. | ||||
| Surgicare of Brandon, Inc. | ||||
| Surgicare of Florida, Inc. | ||||
| Surgicare of Houston Women’s, Inc. | ||||
| Surgicare of Manatee, Inc. | ||||
| Surgicare of Newport Richey, Inc. | ||||
| Surgicare of Palms West, LLC | ||||
| Surgicare of Riverside, LLC | ||||
| Tallahassee Medical Center, Inc. | ||||
| TCMC Madison-Portland, Inc. | ||||
| Terre Haute Hospital GP, Inc. | ||||
| Terre Haute Hospital Holdings, Inc. | ||||
| Terre Haute MOB, L.P. | * | |||
| Terre Haute Regional Hospital, L.P. | * | |||
| The Regional Health System of Acadiana, LLC | ||||
| The Outsource Group, Inc. | ||||
| Timpanogos Regional Medical Services, Inc. | ||||
| Trident Medical Center, LLC | ||||
| U.S. Collections, Inc. | ||||
| Utah Medco, LLC | ||||
| VH Holdco, Inc. | ||||
| VH Holdings, Inc. | ||||
| Virginia Psychiatric Company, Inc. | ||||
| Vision Consulting Group, LLC | ||||
| Vision Holdings, LLC | ||||
| W & C Hospital, Inc. | ||||
| Walterboro Community Hospital, Inc. | ||||
| WCP Properties, LLC | ||||
| Weatherford Health Services, LLC | ||||
| Wesley Medical Center, LLC | ||||
| West Florida – MHT, LLC | ||||
| West Florida – PPH, LLC | ||||
| West Florida – TCH, LLC | ||||
| West Florida Regional Medical Center, Inc. | ||||
| West Valley Medical Center, Inc. | ||||
| Western Plains Capital, Inc. |
| Guarantor | By its General Partner or Managing Partner | By its Managing Member | ||
| WHMC, Inc. | ||||
| Woman’s Hospital of Texas, Incorporated |
| Consented to by: | ||
BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent | ||
| By: | /s/ Liliana Claar | |
| Name: Liliana Claar | ||
| Title: Vice President | ||
BANK OF AMERICA, N.A., as the TrancheB-11 Funding Loan Lender | ||
| By: | /s/ Joseph L. Corah | |
| Name: Joseph L. Corah | ||
| Title: Director | ||
[HCA - Signature Page to Tranche B-11 Joinder Agreement]
[ADDITIONAL LENDER SIGNATURES OMITTED]