Contract
Exhibit 4.8
SUPPLEMENT NO. 16 dated as of March 27, 2020, to the Security Agreement dated as of September 30, 2011 (as supplemented, the “Security Agreement”) among HCA INC., a Delaware corporation (the “Parent Borrower”), each Subsidiary Borrower listed on the signature pages thereto (each such subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Parent Borrower are referred to collectively herein as the “Grantors”), BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below.
A. Reference is made to the Credit Agreement dated as of September 30, 2011 (as amended and restated on March 7, 2014, as further amended on October 30, 2014, as further amended and restated on June 28, 2017 and as further amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Credit Agreement”) between the Parent Borrower, the Subsidiary Borrowers party thereto (the “Subsidiary Borrowers” and together with the Parent Borrower, the “Borrowers”), the lenders or other financial institutions or entities from time to time parties thereto (the “Lenders”) and the Administrative Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement.
C. The Grantors have entered into the Security Agreement in order to induce the Administrative Agent, the Collateral Agent, the Lenders and the Letter of Credit Issuer to enter into the Credit Agreement and to induce the respective Lenders and the Letter of Credit Issuer to make their respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or more Cash Management Banks and Hedge Banks to enter into Secured Cash Management Agreements and Secured Hedge Agreements with the Parent Borrower and/or its Subsidiaries.
D. Section 9.11 of the Credit Agreement and Section 8.13 of the Security Agreement provide that each Subsidiary of the Parent Borrower that is required to become a party to the Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a Grantor, with the same force and effect as if originally named as a Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement. Each undersigned Subsidiary (each, a “New Grantor” and collectively, the “New Grantors”) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Subsidiary Grantor under the Security Agreement in order to induce the Lenders and the Letter of Credit Issuer to make additional Extensions of Credit and as consideration for Extensions of Credit previously made.
Accordingly, the Collateral Agent and each New Grantor agree as follows:
SECTION 1. In accordance with Section 8.13 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Obligations, does
hereby bargain, sell, convey, assign, set over, mortgage, pledge, hypothecate and transfer to the Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Collateral Agent for the benefit of the Secured Parties, a Security Interest in all of its Collateral, in each case whether now or hereafter existing or in which it now has or hereafter acquires an interest. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is hereby incorporated herein by reference.
SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Collateral Agent and the Parent Borrower. This Supplement shall become effective as to each New Grantor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Grantor and the Collateral Agent.
SECTION 4. Each New Grantor hereby represents and warrants that (A) set forth on Schedule I hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of incorporation or organization of such New Grantor, (iii) the mailing address for such New Grantor, (iv) the identity or type of organization or corporate structure of such New Grantor and (v) the Federal Taxpayer Identification Number of such New Grantor, and (B) set forth on Schedule II hereto is a true and correct list of all Government Receivables Deposit Accounts, Blocked Accounts, Lock Boxes and Disbursement Accounts maintained by such New Grantor.
SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 8. All notices, requests and demands pursuant hereto shall be made in accordance with Section 14.2 of the Credit Agreement. All communications and notices hereunder to any New Grantor shall be given to it in care of the Parent Borrower at the Parent Borrower’s address set forth in Section 14.2 of the Credit Agreement.
[Signature page follows]
IN WITNESS WHEREOF, the New Grantors and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.
CLINICAL EDUCATION SHARED SERVICES, LLC COLUMBIA FLORIDA GROUP, INC. COLUMBIA PHYSICIAN SERVICES - FLORIDA GROUP, INC. FMH HEALTH SERVICES, LLC GENOSPACE, LLC HCA EASTERN GROUP, INC. LAS XXXXXXX HOSPITAL MH HOSPITAL HOLDINGS, INC. MH HOSPITAL MANAGER, LLC MH MASTER, LLC MOBILE HEARTBEAT, LLC | ||
By: | /s/ Xxxx X. Xxxxxx XX | |
Name: Xxxx X. Xxxxxx XX | ||
Title: Vice President and Assistant Secretary |
MH MASTER HOLDINGS, LLLP | ||
By: |
MH Hospital Manager, LLC, its General Partner | |
By: |
/s/ Xxxx X. Xxxxxx XX | |
Name: Xxxx X. Xxxxxx XX | ||
Title: Vice President and Assistant Secretary |
[Signature page to Supplement No. 16 to ABL Security Agreement]
CAREPARTNERS HHA HOLDINGS, LLLP CAREPARTNERS HHA, LLLP CAREPARTNERS REHABILITATION HOSPITAL, LLLP XX XXXXX MEDICAL CENTER, LLLP MH BLUE RIDGE MEDICAL CENTER, LLLP MH HIGHLANDS-CASHIERS MEDICAL CENTER, LLLP MH MISSION HOSPITAL XXXXXXXX, LLLP MH MISSION HOSPITAL, LLLP MH MISSION IMAGING, LLLP MH TRANSYLVANIA REGIONAL HOSPITAL, LLLP | ||
By: | MH Master, LLC, its General Partner | |
By: | /s/ Xxxx X. Xxxxxx XX | |
Name: Xxxx X. Xxxxxx XX | ||
Title: Vice President and Assistant Secretary |
HINSIGHT-MOBILE HEARTBEAT HOLDINGS, LLC | ||
By: | Health Insight Capital, LLC | |
By: | /s/ Xxxx X. Xxxxxx XX | |
Name: Xxxx X. Xxxxxx XX | ||
Title: Vice President and Assistant Secretary |
[Signature page to Supplement No. 16 to ABL Security Agreement]
BANK OF AMERICA, N.A., as Collateral Agent | ||
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxxx X. Xxxxxx | ||
Title: Senior Vice President |
[Signature page to Supplement No. 16 to ABL Security Agreement]