AMENDED AND RESTATED JOINDER AGREEMENT NO. 1
Exhibit 4.1
EXECUTION VERSION
AMENDED AND RESTATED JOINDER AGREEMENT NO. 1
AMENDED AND RESTATED JOINDER AGREEMENT No. 1, dated as of November 8, 2010 (this “Agreement”),
by and among each of the financial institutions listed as a “Replacement-1 Revolving Credit Lender”
on Schedule A hereto (each, a “Replacement-1 Revolving Credit Lender” and, collectively with their
respective successors and assigns in such capacity, the “Replacement-1 Revolving Credit Lenders”),
HCA INC., a Delaware corporation (the “Company”), BANK OF AMERICA, N.A., as Administrative Agent
and as Collateral Agent, and the other parties listed on the signature pages hereto.
RECITALS:
WHEREAS, reference is hereby made to the Credit Agreement, dated as of November 17, 2006 (as
amended on February 16, 2007 and further amended on March 2, 2009, June 18, 2009 and April 6, 2010
(the “Existing Credit Agreement”), and as the same may be further amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among the Company, HCA UK Capital
Limited (the “European Subsidiary Borrower” and, collectively with the Company, the “Borrowers”),
the Lenders party thereto, Bank of America, N. A., as Administrative Agent and Collateral Agent and
the other parties named therein (capitalized terms used but not defined herein having the
respective meanings provided in the Credit Agreement);
WHEREAS, the Credit Agreement provides that the Borrowers may, subject to the terms and
conditions set forth therein, establish New Revolving Credit Commitments (including Replacement
Revolving Credit Commitments) and/or New Term Loan Commitments by, among other things, entering
into one or more Joinder Agreements with New Term Loan Lenders and/or New Revolving Loan Lenders,
as applicable; and
WHEREAS, the Company and the Replacement-1 Revolving Credit Lenders wish to establish a new
Replacement Revolving Credit Series of Replacement Revolving Credit Commitments in accordance with
the Credit Agreement and on the terms set forth herein to replace in full the Revolving Credit
Commitments;
WHEREAS, the parties hereto have previously entered into that certain Joinder Agreement, dated
as of June 16, 2010 (the “Original Joinder Agreement No. 1”) and the parties wish to amend and
restate the Original Joinder Agreement No. 1 in its entirety as follows:
NOW, THEREFORE, in consideration of the premises, agreements, provisions and covenants herein
contained, the parties hereto hereby agree as follows:
1. | Establishment of Replacement-1 Revolving Credit Facility. |
(a) Subject to the satisfaction of the conditions set forth in Section 2 of this
Agreement, there is hereby established, effective as of the Replacement-1 Revolving Credit
Commitment Effective Date (as defined below), a Replacement Revolving Credit
Series of Replacement Revolving Credit Commitments under the Credit Agreement which
shall be designated as the “Replacement-1 Revolving Credit Commitments.”
-1-
The amount of the Replacement-1 Revolving Credit Commitment of each Replacement-1 Revolving
Credit Lender shall be the amount set forth on Schedule A hereto opposite such
Replacement-1 Revolving Credit Lender’s name; provided that prior to the
Replacement-1 Revolving Credit Commitment Effective Date, the aggregate amount of the
Replacement-1 Revolving Credit Commitments shall be automatically reduced in the event and
by the aggregate amount of any reduction or termination of Revolving Credit Commitments
(other than the reduction or termination contemplated to occur pursuant to Section 2 of this
Agreement) and any such automatic reduction of the Replacement-1 Revolving Credit
Commitments shall be applied on a pro rata basis to reduce the Replacement-1 Revolving
Credit Commitment of each Replacement-1 Revolving Credit Lender.
(b) Subject to the satisfaction of the conditions set forth in Section 2 of this
Agreement, the Replacement-1 Revolving Credit Commitments shall become effective and
available on a fully revolving basis during the period (the “Replacement-1 Revolving
Commitment Period”) from and including the Replacement-1 Revolving Credit Commitment
Effective Date until November 17, 2015 or, if such day is not a Business Day, the next
preceding Business Day (the “Replacement-1 Revolving Credit Maturity Date”). During the
Replacement-1 Revolving Commitment Period, subject to the applicable terms and conditions of
the Credit Agreement as contemplated by the following paragraph (c) of this Section 1 of
this Agreement and the terms of the Credit Agreement, the Company may utilize the
Replacement-1 Revolving Credit Commitments (i) by borrowing a loan or loans thereunder
denominated in Dollars or one or more Alternative Currencies (any such loan a “Replacement-1
Revolving Loan”), (ii) by borrowing Swingline Loans from the Swingline Lender or (iii)
through the issuance or renewal of Letters of Credit by any Letter of Credit Issuer. The
Replacement-1 Revolving Credit Commitments and the extensions of credit thereunder are
collectively referred to as the “Replacement-1 Revolving Credit Facility.”
(c) Subject to clauses (i) through (vii) of the proviso to this paragraph (c) below,
the terms and conditions applicable to the Replacement-1 Revolving Credit Facility and of
the Replacement-1 Revolving Credit Commitments, Replacement-1 Revolving Loans and
participations of Replacement-1 Revolving Credit Lenders in Swingline Loans and Letters of
Credit (including, without limitation, the procedures for and limitations applicable to
borrowings, repayments and prepayments, funding of risk participations, termination and
reduction of commitments, payments of interest, fees, expenses, voting and other amounts and
assignments) shall be identical to the provisions of the Credit Agreement applicable to the
Revolving Credit Facility and the Revolving Credit Commitments, Revolving Credit Loans and
participations of Revolving Credit Lenders in Swingline Loans and Letters of Credit,
respectively, and, with respect to matters arising following the Replacement-1 Revolving
Credit Commitment Effective Date, references in the Credit Agreement and the other Credit
Documents to “Revolving Credit Commitment,” “Revolving Credit Facility,” “Revolving Credit
Loan,” “Revolving Credit Lender” and “Revolving Credit Maturity Date” shall apply to the
rights and obligations of the Credit Parties and the Replacement-1 Revolving Credit Lenders
under the Replacement-1 Revolving Credit Facility as though such terms referred to the
“Replacement-1 Revolving Credit Commitments,” the “Replacement-1 Revolving Credit Facility,”
the “Replace-
-2-
ment-1 Revolving Loans,” the “Replacement-1 Revolving Credit Lenders” and the
“Replacement-1 Revolving Credit Maturity Date”; provided that:
(i) From and after the Relevant Step-Up Date (as defined below), the following
definitions shall apply only to the Replacement-1 Revolving Credit Facility in lieu of the
definitions contained in the Credit Agreement that would otherwise be applicable thereto by
virtue of the deemed applicability to the Replacement-1 Revolving Credit Facility (and
related defined terms) of references to the Revolving Credit Facility (and related defined
terms) pursuant to paragraph (b) above:
“Level I Status” shall mean, on any date, the circumstance that the Consolidated
Total Debt to Consolidated EBITDA Ratio is greater than or equal to 4.50 to 1.00 as
of such date.
“Level II Status” shall mean, on any date, the circumstance that Level I Status does
not exist and the Consolidated Total Debt to Consolidated EBITDA Ratio is greater
than or equal to 4.00 to 1.00 as of such date.
“Level III Status” shall mean, on any date, the circumstance that neither Level I
Status nor Level II Status exists and the Consolidated Total Debt to Consolidated
EBITDA Ratio is greater than or equal to 3.50 to 1.00 as of such date.
“Level IV Status” shall mean, on any date, the circumstance that none of Level I
Status, Level II Status and Level III Status exists.
(ii) The “Applicable ABR Margin” for purposes of the Replacement-1 Revolving Credit
Facility (including Replacement-1 Revolving Loans and Swingline Loans thereunder) (x) on any
date prior to November 17, 2012 (or, if the IPO Proceeds Condition (as defined below) has
not been satisfied on the Replacement-1 Revolving Credit Commitment Effective Date, May 17,
2012) (such relevant date, the “Relevant Step-Up Date”) shall be the Applicable ABR Margin
that would have applied to the Revolving Credit Facility on such date in accordance with the
Credit Agreement as in effect on the date of this Agreement and (y) on any date from and
after the Relevant Step-Up Date shall, in lieu of the definition of “Applicable ABR Margin”
set forth in the Credit Agreement that is applicable to the Revolving Credit Facility, be
the applicable percentage per annum set forth below based upon the Status in effect on such
date:
Status | Applicable ABR Margin | |||
Level I Status |
1.75 | % | ||
Level II Status |
1.50 | % | ||
Level III Status |
1.00 | % | ||
Level IV Status |
0.75 | % |
(iii) The “Applicable LIBOR Margin” for purposes of the Replacement-1 Revolving Credit
Facility (including Replacement-1 Revolving Loans and Swingline Loans thereunder) (x) on any
date prior to the Relevant Step-Up Date shall be the Appli-
-3-
cable LIBOR Margin that would have applied to the Revolving Credit Facility on such
date in accordance with the Credit Agreement as in effect on the date of this Agreement and
(y) on any date from and after the Relevant Step-Up Date shall, in lieu of the definition of
“Applicable LIBOR Margin” set forth in the Credit Agreement that is applicable to the
Revolving Credit Facility, be the applicable percentage per annum set forth below based upon
the Status in effect on such date:
Status | Applicable LIBOR Margin | |||
Level I Status |
2.75 | % | ||
Level II Status |
2.50 | % | ||
Level III Status |
2.00 | % | ||
Level IV Status |
1.75 | % |
(iv) The “Commitment Fee Rate” for purposes of the Replacement-1 Revolving Credit
Facility shall mean, with respect to the Available Commitment (x) on any date prior to the
Relevant Step-Up Date, the Commitment Fee Rate that would have applied to the Revolving
Credit Facility on such date in accordance with the Credit Agreement as in effect on the
date of this Agreement and (y) on any date from and after the Relevant Step-Up Date shall,
in lieu of the definition of “Commitment Fee Rate” set forth in the Credit Agreement that is
applicable to the Revolving Credit Facility, be the rate per annum set forth below opposite
the Status in effect on such day:
Status | Commitment Fee Rate | ||||
Level I Status |
0.50 | % | |||
Level II Status |
0.375 | % | |||
Level III Status |
0.375 | % | |||
Level IV Status |
0.375 | % |
(v) | The Replacement-1 Revolving Credit Facility shall become effective and be available during the Replacement-1 Revolving Commitment Period and Commitment Fees shall commence accruing on the Available Commitment under the Replacement-1 Revolving Credit Facility on the Replacement-1 Revolving Credit Commitment Effective Date. | ||
(vi) | Subject to the satisfaction of the conditions set forth in Section 2 of this Agreement, the Company may designate any Letters of Credit outstanding under the Revolving Credit Facility immediately prior to the Replacement-1 Revolving Credit Commitment Effective Date to automatically be deemed to be issued and outstanding under the Replacement-1 Revolving Credit Facility from and after the Replacement-1 Revolving Credit Commitment Effective Date. | ||
(vii) | The Credit Agreement will be amended as (and at such time and in the manner) provided in Section 3 of Extension Amendment No. 1 to the Credit Agreement, dated as of April 6, 2010 and each of the Replacement-1 |
-4-
Revolving Credit Lenders hereby acknowledges, agrees and consents to each such amendment contained therein. |
2. | Effectiveness of Replacement-1 Revolving Credit Commitments. The Replacement-1 Revolving Credit Commitments shall become effective, on the first date (the “Replacement-1 Revolving Credit Commitment Effective Date”) on or prior to November 17, 2012 on which each of the following conditions has been satisfied: |
(a) | the Administrative Agent shall have received executed signature pages to this Agreement from each of the Replacement-1 Revolving Credit Lenders, the Swingline Lender, each Letter of Credit Issuer and each Credit Party; | ||
(b) | the Revolving Credit Termination Date shall have occurred with respect to the Revolving Credit Facility (or will occur concurrently with the Replacement-1 Revolving Credit Commitment Effective Date); | ||
(c) | either (i) the Company shall have received all or a portion of the proceeds (including by way of contribution) from an initial public offering of common stock of the Company or its direct or indirect parent company, as the case may be (the “IPO Proceeds Condition”) or (ii) May 17, 2012 shall have occurred; | ||
(d) | the Company shall have paid an upfront fee to the Administrative Agent for the account of each Replacement-1 Revolving Credit Lender listed on Schedule A hereto that is indicated to be entitled to upfront fees on such Schedule, on the Replacement-1 Revolving Credit Commitment Effective Date, equal to 0.125% of its Replacement-1 Revolving Credit Commitment (as set forth on Schedule A); | ||
(e) | (i) the conditions to each credit extension set forth in Section 7.1 of the Credit Agreement shall be satisfied on such date and (ii) no termination of any Commitments or acceleration of any of the Obligations shall have previously occurred pursuant to Section 11 of the Credit Agreement and (iii) the Administrative Agent shall have received a certificate of a responsible officer of the Company stating that the condition set forth in subclause (i) has been satisfied; | ||
(f) | the Administrative Agent shall have received with respect to each Mortgaged Property subject to a Mortgage by any U.S. Credit Party, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with (y) a notice about special flood hazard area status and flood disaster assistance duly executed by the Company and each U.S. Credit Party relating thereto and (z) evidence of insurance with respect to the Mortgaged Properties in form and substance reasonably satisfactory to the Administrative Agent; and |
-5-
(g) | the Administrative Agent shall have received from the Company an opinion of counsel from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP reasonably acceptable to the Administrative Agent covering customary matters with respect to this Agreement. |
3. | Acknowledgements. Each Replacement-1 Revolving Credit 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 Replacement-1 Revolving Credit 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 Replacement-1 Revolving Credit Lender. | |
4. | Credit Agreement Governs. Except as otherwise set forth in this Agreement, the Replacement-1 Revolving Credit Facility shall otherwise be subject to the applicable provisions of the Credit Agreement and the other Credit Documents (after giving effect to the deemed applicability to such Replacement-1 Revolving Credit Facility (and related defined terms) of references to the Revolving Credit Facility (and related defined terms) pursuant to Section 2(b) above). Each Replacement-1 Revolving Credit Lender acknowledges its receipt of a copy of, agrees to be bound by the terms of, the Loss Sharing Agreement, dated as of November 17, 2006, by and among the Lenders and the Administrative Agent, to the same extent as though it were an original signatory thereto. | |
5. | Borrowers’ Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and such 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. |
-6-
6. | Tax Forms. Each Replacement-1 Revolving Credit Lender that is not a Lender under the Existing Credit Agreement hereby agrees to deliver herewith to the Administrative Agent such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Replacement-1 Revolving Credit Lender may be required to deliver to the Administrative Agent pursuant to Section 5.4(d) and/or Section 5.4(e) of the Credit Agreement. | |
7. | Recordation of the Replacement Revolving Credit Facility. On the Replacement-1 Revolving Credit Commitment Effective Date, the Administrative Agent will make such recordings and other modifications or updates to the Register as are necessary to give effect to and to reflect the Replacement-1 Revolving Credit Facility and the existence and respective holders of the Replacement-1 Revolving Commitments thereunder as of such date as provided for herein. In the event that prior to the Replacement-1 Revolving Credit Commitment Effective Date, any Replacement-1 Revolving Credit Lender (an “Assigning Lender”) assigns all or a portion of its Revolving Credit Commitment to an assignee (an “Assignee Lender”) in accordance with the requirements of Section 14.6 of the Credit Agreement (including, after obtaining the receipt of any consent(s) required therefor), the parties hereby agree such assignment shall also constitute an assignment of a corresponding portion of the Assigning Lender’s Replacement-1 Revolving Commitment to the Assignee Lender and, upon the effectiveness of such assignment of a Revolving Credit Commitment, the Administrative Agent, the Assigning Lender, the Assignee Lender and the Parent Borrower shall enter into an amendment to this Agreement to reflect the assignment and assumption of the Replacement-1 Revolving Credit Commitment so assigned. | |
8. | Post-Effectiveness Covenant. |
(a) Within 90 days after the Replacement-1 Revolving Credit Commitment Effective Date, the
Administrative Agent shall have received:
(i) | amendments to each Mortgage to which a U.S. Credit Party is then party (except to the extent the Administrative Agent determines such amendment is not required) for purposes of providing the benefit of the security interest of such Mortgage for the benefit of the Replacement-1 Revolving Credit Lenders on substantially the same basis as is provided under the U.S. Security Agreement and U.S. Pledge Agreement (and with such other changes as are reasonably acceptable to the Collateral Agent and the Company); | ||
(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, a date-down or modification endorsement to the policy or policies of title insurance insuring the Lien of each Mortgage, issued by a nationally recognized title insurance company insuring the Lien of each amended Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except as ex- |
-7-
pressly permitted by Section 10.2 of the Credit Agreement or consented to by the Administrative Agent, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request having the effect of a valid, issued and binding title insurance policy. |
(b) The Company shall pay an upfront fee to the Administrative Agent for the account of each
Replacement-1 Revolving Credit Lender listed on Schedule A hereto that is indicated to be entitled
to upfront fees on such Schedule, on November 17, 2012, equal to 0.125% of its Replacement-1
Revolving Credit Commitment as in effect on such date
9. | Effect of Restatement; Amendment, Modification and Waiver. Effective upon the execution and delivery of this Agreement by each Replacement 1-Revolving Credit Lender listed on Schedule A hereto and each of the other parties listed on the signature pages hereto, this Agreement shall supersede the Original Joinder Agreement No. 1 in its entirety and the Original Joinder Agreement No. 1 shall be of no further force and effect. Except as contemplated by Section 7, 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. | |
10. | Entire Agreement. This Agreement, the Existing 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. | |
11. | 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. | |
12. | 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. | |
13. | 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. |
-8-
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute
and deliver this Joinder Agreement as of November 1, 2010.
BANK OF AMERICA, N.A. |
||||
By: | /s/ Xxxxx X. Xxxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxxx | |||
Title: | Senior Vice President | |||
Notice Address: 000 X. Xxxxx Xx., XX0-000-00-00,
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxx
Telephone: 000.000.0000
Facsimile:704.719.8949
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxx
Telephone: 000.000.0000
Facsimile:704.719.8949
[Additional Lender Signature Pages Omitted]
-9-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the date first above written.
HCA INC. |
||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President – Finance and Treasurer |
|||
HCA UK CAPITAL LIMITED |
||||
By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Chief Financial Officer | |||
Each of the U.S. GUARANTORS listed on Schedule II hereto |
||||
By: | /s/ Xxxx X. Xxxxxx XX | |||
Name: | Xxxx X. Xxxxxx XX | |||
Title: | Vice President and Assistant Secretary |
|||
EXECUTED by |
) | |||||||||
HCA UK HOLDINGS LIMITED |
) | Director | /s/ Xxxxx Xxxxxx | |||||||
acting by |
) | |||||||||
) | Witness: | /s/ Xxxxxx Xxxxxxxxxx | ||||||||
as a European Guarantor |
) | Xxxxxx Xxxxxxxxxx | ||||||||
EXECUTED by |
) | |||||||||
HCA UK CAPITAL LIMITED |
) | Director | /s/ Xxxxx Xxxxxx | |||||||
acting by |
) | |||||||||
) | Witness: | /s/ Xxxxxx Xxxxxxxxxx | ||||||||
as a European Guarantor |
) | Xxxxxx Xxxxxxxxxx | ||||||||
EXECUTED by |
) | |||||||||
HCA UK SERVICES LIMITED |
) | Director | /s/ Xxxxx Xxxxxx | |||||||
acting by |
) | |||||||||
) | Witness: | /s/ Xxxxxx Xxxxxxxxxx | ||||||||
as a European Guarantor |
) | Xxxxxx Xxxxxxxxxx | ||||||||
EXECUTED by |
) | |||||||||
HCA INTERNATIONAL |
) | |||||||||
HOLDINGS LIMITED |
) | Director | /s/ Xxxxx Xxxxxx | |||||||
acting by |
) | |||||||||
) | Witness: | /s/ Xxxxxx Xxxxxxxxxx | ||||||||
as a European Guarantor |
) | Xxxxxx Xxxxxxxxxx | ||||||||
EXECUTED by |
) | |||||||||
HCA UK INVESTMENTS |
) | |||||||||
LIMITED |
) | Director | /s/ Xxxxx Xxxxxx | |||||||
acting by |
) | |||||||||
) | Witness: | /s/ Xxxxxx Xxxxxxxxxx | ||||||||
as a European Guarantor |
) | Xxxxxx Xxxxxxxxxx |
EXECUTED by |
) | |||||||||
THE HARLEY STREET |
) | |||||||||
CANCER CLINIC LIMITED |
) | Director | /s/ Xxxxx Xxxxxx | |||||||
acting by |
) | |||||||||
) | Witness: | /s/ Xxxxxx Xxxxxxxxxx | ||||||||
as a European Guarantor |
) | Xxxxxx Xxxxxxxxxx | ||||||||
EXECUTED by |
) | |||||||||
HCA INTERNATIONAL |
) | |||||||||
LIMITED |
) | Director | /s/ Xxxxx Xxxxxx | |||||||
acting by |
) | |||||||||
) | Witness: | /s/ Xxxxxx Xxxxxxxxxx | ||||||||
as a European Guarantor |
) | Xxxxxx Xxxxxxxxxx | ||||||||
EXECUTED by |
) | |||||||||
HCA UK LIMITED |
) | Director | /s/ Xxxxx Xxxxxx | |||||||
acting by |
) | |||||||||
) | Witness: | /s/ Xxxxxx Xxxxxxxxxx | ||||||||
as a European Guarantor |
) | Xxxxxx Xxxxxxxxxx | ||||||||
EXECUTED by |
) | |||||||||
ST MARTINS LIMITED |
) | Director | /s/ Xxxxx Xxxxxx | |||||||
acting by |
) | |||||||||
) | Witness: | /s/ Xxxxxx Xxxxxxxxxx | ||||||||
as a European Guarantor |
) | Xxxxxx Xxxxxxxxxx | ||||||||
EXECUTED by |
) | |||||||||
ST MARTINS HEALTHCARE |
) | |||||||||
LIMITED |
) | Director | /s/ Xxxxx Xxxxxx | |||||||
acting by |
) | |||||||||
) | Witness: | /s/ Xxxxxx Xxxxxxxxxx | ||||||||
as a European Guarantor |
) | Xxxxxx Xxxxxxxxxx | ||||||||
EXECUTED by |
) | |||||||||
HCA STAFFING LIMITED |
) | Director | /s/ Xxxxx Xxxxxx | |||||||
acting by |
) | |||||||||
) | Witness: | /s/ Xxxxxx Xxxxxxxxxx | ||||||||
as a European Guarantor |
) | Xxxxxx Xxxxxxxxxx |
EXECUTED by |
) | |||||||||
LA TOUR FINANCE
LIMITED PARTNERSHIP |
) | |||||||||
acting by |
) | |||||||||
HCA SWITZERLAND
HOLDING SARL, general partner acting by |
/s/ R. Xxxxxx Xxxxxxx | ||||
R. Xxxxxx Xxxxxxx | ||||
and |
||||
/s/ Xxxx X. Xxxxxx XX | ||||
Xxxx X. Xxxxxx XX |
acting under the authority of the company
Consented to by: BANK OF AMERICA, N.A., as Administrative Agent, Letter of Credit Issuer and Swingline Lender |
||||
By: | /s/ Xxxxx X. Xxxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxxx | |||
Title: | Senior Vice President | |||
JPMORGAN CHASE BANK, N.A., as a Letter of Credit Issuer |
||||
By: | /s/ Xxxx Xxx Xxx | |||
Name: | Xxxx Xxx Xxx | |||
Title: | Executive Director | |||
Schedule II
to Amended and Restated Joinder Agreement No. 1
to Amended and Restated Joinder Agreement No. 1
By its | By its | By the General | ||||
General | Sole | Partner of its Sole | ||||
U.S. Guarantor | Partner | Member | Member | |||
American Medicorp Development Co. |
||||||
Bay Hospital, Inc. |
||||||
Xxxxxxx 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 & Xxxxxxxx-Xxxxxx 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 Xxxxxx Subsidiary, L.P.
|
* | |||||
Columbia Medical Center of Las Colinas, Inc. |
||||||
Columbia Medical Center of Lewisville Subsidiary, L.P.
|
* | |||||
Columbia Medical Center of XxXxxxxx Subsidiary, L.P.
|
* | |||||
Columbia Medical Center of Plano Subsidiary, L.P.
|
* | |||||
Columbia North Hills Hospital Subsidiary, L.P.
|
* | |||||
Columbia Xxxxx 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 Xxxx Xxxxxxxx, Inc. |
||||||
Columbine Psychiatric Center, Inc. |
||||||
Columbus Cardiology, Inc. |
2
By its | By its | By the General | ||||
General | Sole | Partner of its Sole | ||||
U.S. Guarantor | Partner | Member | Member | |||
Conroe Hospital Corporation |
||||||
Dallas/Ft. Worth Physician, LLC |
||||||
Xxxxxxxxx Hospital Corporation |
||||||
Dublin Community Hospital, LLC |
||||||
Eastern Idaho Health Services, Inc. |
||||||
Xxxxxx Xxxxx Hospital, Inc. |
||||||
El Paso Surgicenter, Inc. |
||||||
Encino Hospital Corporation, Inc. |
||||||
EP Health, LLC |
||||||
Fairview Park GP, LLC |
||||||
Fairview Park, Limited Partnership
|
* | |||||
Frankfort Hospital, Inc. |
||||||
Xxxxx Property, LLC |
||||||
Good Samaritan Hospital, L.P.
|
* | |||||
Xxxxxxx-Trinity Family Care, LLC |
||||||
GPCH-GP, Inc. |
||||||
Grand Strand Regional Medical Center, LLC |
||||||
Green Oaks Hospital Subsidiary, L.P.
|
* | |||||
Greenview Hospital, 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. |
||||||
HTI 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.
|
* | |||||
HTI Memorial Hospital Corporation |
||||||
Integrated Regional Lab, LLC |
||||||
Integrated Regional Laboratories, LLP
|
* |
3
By its | By its | By the General | ||||
General | Sole | Partner of its Sole | ||||
U.S. Guarantor | Partner | Member | Member | |||
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. |
||||||
Xxxxx-Xxxx Hospital, Incorporated |
||||||
Xxxxx-Xxxx Medical Center, LLC |
||||||
Xxxxx-Xxxx Physicians, LLC |
||||||
Los Xxxxxx Regional Medical Center |
||||||
Management Services Holdings, Inc. |
||||||
Marietta Surgical Center, Inc. |
||||||
Xxxxxx 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. |
||||||
Xxxxxxxxxx Regional Hospital, Inc. |
||||||
Mountain View Hospital, Inc. |
||||||
Nashville Shared Services General Partnership
|
* | |||||
National Patient Account Services, Inc. |
||||||
New Port Xxxxxx 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. |
||||||
Notami Hospitals, LLC |
||||||
Okaloosa Hospital, Inc. |
||||||
Okeechobee Hospital, Inc. |
4
By its | By its | By the General | ||||
General | Sole | Partner of its Sole | ||||
U.S. Guarantor | Partner | Member | Member | |||
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. |
||||||
Xxxxxxx Park Hospital, LLC |
||||||
Xxxxxxx 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 Xxxx Healthcare System, LP
|
* | |||||
San Xxxx Hospital, L.P.
|
* | |||||
San Xxxx Medical Center, LLC |
||||||
San Xxxx, 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 Xxxxxxx, Inc. |
||||||
Surgicare of Florida, Inc. |
||||||
Surgicare of Houston Women’s, Inc. |
||||||
Surgicare of Manatee, Inc. |
||||||
Surgicare of New Port Xxxxxx, 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 |
5
By its | By its | By the General | ||||
General | Sole | Partner of its Sole | ||||
U.S. Guarantor | Partner | Member | Member | |||
VH Holdco, Inc. |
||||||
VH Holdings, Inc. |
||||||
Virginia Psychiatric Company, Inc. |
||||||
W & C Hospital, Inc. |
||||||
Walterboro Community Hospital, Inc. |
||||||
Xxxxxx 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 |