PLEDGE AGREEMENT
Exhibit 4.11
PLEDGE AGREEMENT dated as of November 17, 2006 among HCA Inc., a Delaware corporation (the
“Company”), each of the Subsidiaries of the Company listed on the signature pages hereto or
that becomes a party hereto pursuant to Section 9 hereof (each such Subsidiary being a
“Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary
Pledgors and the Company are referred to collectively as the “Pledgors”) and Bank of
America, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) under the
Credit Agreement (as defined below) for the benefit of the Secured Parties (as defined below).
W I T N E S S E T H:
WHEREAS, the Borrowers (as defined below) are party to the Credit Agreement dated as of
November 17, 2006 (as the same may be amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”) among the Company, HCA UK Capital Limited, a limited
liability company (company no. 04779021) formed under the laws of England and Wales (the
“European Subsidiary Borrower” and together with the Company, the “Borrowers”), the
lenders or other financial institutions or entities from time to time parties thereto (the
“Lenders”), and Bank of America, N.A., as Administrative Agent and as Collateral Agent;
WHEREAS, (a) pursuant to the Credit Agreement, among other things, the Lenders have severally
agreed to make Loans to the Borrowers and the Letter of Credit Issuer has agreed to issue Letters
of Credit for the account of the Company and its Restricted Subsidiaries (collectively, the
“Extensions of Credit”) upon the terms and subject to the conditions set forth therein and
(b) one or more Cash Management Banks or Hedge Banks may from time to time enter into Secured Cash
Management Agreements or Secured Hedge Agreements with the Company and/or its Subsidiaries;
WHEREAS, pursuant to the U.S. Guarantee, dated as of the date hereof, each Pledgor has
unconditionally and irrevocably guaranteed, as primary obligor and not merely as surety, to the
Secured Parties, the prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations (as defined below);
WHEREAS, each Subsidiary Pledgor is a Domestic Subsidiary;
WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable valuable
transfers to the Subsidiary Pledgors in connection with the operation of their respective
businesses;
WHEREAS, each Pledgor acknowledges that it will derive substantial direct and indirect benefit
from the making of the Extensions of Credit;
WHEREAS, it is a condition precedent to the obligation of the Lenders and the Letter of Credit
Issuer to make their respective Extensions of Credit to the Borrowers under the Credit Agreement
that the Company and the Subsidiary Pledgors shall have executed and delivered this Pledge
Agreement to the Collateral Agent for the benefit of the Secured Parties; and
WHEREAS, (a) the Pledgors are the legal and beneficial owners of the Equity Interests,
described in Schedule 1 hereto and issued by the entities named therein (the pledged Equity
Interests are, together with any Equity Interests of the issuer of such Equity Interests or any
other Subsidiary directly held by any Pledgor in the future, in each case, except to the extent
excluded from the Collateral for the applicable Obligations pursuant to the last paragraph of
Section 2 below (the “After-acquired Shares”), referred to collectively herein as the
“Pledged Shares”) and (b) each of the Pledgors is the legal and beneficial owner of the
Indebtedness described in Schedule 1 hereto (together with any other Indebtedness owed to any
Pledgor hereafter and required to be pledged pursuant to Section 9.12(a) of the Credit Agreement,
the “Pledged Debt”);
NOW, THEREFORE, in consideration of the premises and 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 under the Credit Agreement and to induce one or more Cash Management Banks and
Hedge Banks to enter into Secured Cash Managements Agreements and Secured Hedge Agreements with the
Company and/or its Subsidiaries, the Pledgors hereby agree with the Collateral Agent, for the
benefit of the Secured Parties, as follows:
1. Defined Terms.
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
(b) “Proceeds” and any other term used herein or in the Credit Agreement without
definition that is defined in the UCC has the meaning given to it in the UCC.
(c) “Collateral” shall have the meaning provided in Section 2.
(d) As used herein, the term “Equity Interests” shall mean, collectively, Stock and
Stock Equivalents.
(e) As used herein, the term “UCC” shall mean the Uniform Commercial Code as from time
to time in effect in the State of New York; provided, however, that, in the event
that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of
the Collateral Agent’s and the Secured Parties’ security interest in any Collateral is governed by
the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the
term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction
for purposes of the provisions hereof relating to such attachment, perfection or priority and for
purposes of definitions related to such provisions
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(f) References to “Lenders” in this Pledge Agreement shall be deemed to include Cash
Management Banks that may from time to time enter into Secured Cash Management Agreements and Hedge
Banks that may from time to time enter into Secured Hedge Agreements with the Company and/or its
Subsidiaries.
(g) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this
Pledge Agreement shall refer to this Pledge Agreement as a whole and not to any particular
provision of this Pledge Agreement, and Section references are to Sections of this Pledge Agreement
unless otherwise specified. The words “include”, “includes” and “including” shall be deemed to be
followed by the phrase “without limitation”.
(h) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.
2. Grant of Security. Each Pledgor hereby transfers, assigns and pledges to the
Collateral Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent, for
the benefit of the Secured Parties, a lien on and a security interest in (the “Security
Interest”) all of such Pledgor’s right, title and interest in, to and under the following,
whether now owned or existing or at any time hereafter acquired or existing (collectively, the
“Collateral”):
(a) the Pledged Shares held by such Pledgor and the certificates representing such
Pledged Shares and any interest of such Pledgor in the entries on the books of the issuer of
the Pledged Shares or any financial intermediary pertaining to the Pledged Shares and all
dividends, cash, warrants, rights, instruments and other property or Proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange for any or
all of the Pledged Shares.
(b) the Pledged Debt and the instruments evidencing the Pledged Debt owed to such
Pledgor, and all interest, cash, instruments and other property or Proceeds from time to
time received, receivable or otherwise distributed in respect of or in exchange for any or
all of such Pledged Debt; and
(c) to the extent not covered by clauses (a) and (b) above, respectively, all Proceeds
of any or all of the foregoing Collateral. For purposes of this Pledge Agreement, the term
“Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold,
exchanged, collected or otherwise disposed of, whether such disposition is voluntary or
involuntary, and includes Proceeds of any indemnity or guarantee payable to any Pledgor or
the Collateral Agent from time to time with respect to any of the Collateral.
Notwithstanding the foregoing, the Collateral for (i) the U.S. Obligations shall not include
any Excluded Stock and Stock Equivalents and (ii) the European Obligations shall not include any
Excluded Stock and Stock Equivalents of the types described in clauses (i), (ii), (iv), (v) and
(vi) of the definition of Excluded Stock and Stock Equivalents.
3. Security for Obligations. This Pledge Agreement secures the payment of all
Obligations of each Credit Party. Without limiting the generality of the foregoing, this Pledge
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Agreement secures the payment of all amounts that constitute part of the Obligations and would
be owed by any of the Credit Party to the Secured Parties under the Credit Documents but for the
fact that they are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving any Credit Party.
4. Delivery of the Collateral. All certificates or instruments, if any, representing
or evidencing the Collateral shall be promptly delivered to and held by or on behalf of the
Collateral Agent pursuant hereto to the extent required by the Credit Agreement and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance reasonably satisfactory to the
Collateral Agent. The Collateral Agent shall have the right, at any time after the occurrence and
during the continuance of an Event of Default and with notice to the relevant Pledgor, to transfer
to or to register in the name of the Collateral Agent or any of its nominees any or all of the
Pledged Shares. Each delivery of Collateral (including any After-acquired Shares) shall be
accompanied by a notice to the Collateral Agent describing the securities theretofore and then
being pledged hereunder.
5. Representations and Warranties. Each Pledgor represents and warrants as follows:
(a) Schedule 1 hereto (i) correctly represents as of the Closing Date (A) the issuer,
the certificate number, the Pledgor and the record and beneficial owner, the number and
class and the percentage of the issued and outstanding Equity Interests of such class of all
Equity Interests and (B) the issuer, the initial principal amount, the Pledgor and holder,
date of and maturity date of all Pledged Debt and (ii) together with the comparable schedule
to each supplement hereto, includes all Equity Interests, debt securities and promissory
notes required to be pledged hereunder. Except as set forth on Schedule 1, the Pledged
Shares represent all of the issued and outstanding Equity Interests of each class of Equity
Interests in the issuer on the Closing Date.
(b) Such Pledgor is the legal and beneficial owner of the Collateral pledged or
assigned by such Pledgor hereunder free and clear of any Lien, except for Permitted Liens.
(c) As of the Closing Date, the Pledged Shares pledged by such Pledgor hereunder have
been duly authorized and validly issued and, in the case of Pledged Shares issued by a
corporation, are fully paid and non-assessable.
(d) The execution and delivery by such Pledgor of this Pledge Agreement and the pledge
of the Collateral pledged by such Pledgor hereunder pursuant hereto create a legal, valid
and enforceable security interest in such Collateral and, upon delivery of such Collateral
to the Collateral Agent in the State of New York, shall constitute a fully perfected Lien on
and security interest in the Collateral, securing the payment of the Obligations (including
the European Obligations, as applicable), in favor of the Collateral Agent for the benefit
of the Secured Parties, except as enforceability thereof may be limited by bankruptcy,
insolvency or other similar laws affecting creditors’ rights generally and subject to
general principles of equity.
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(e) Such Pledgor has full power, authority and legal right to pledge all the Collateral
pledged by such Pledgor pursuant to this Pledge Agreement and this Pledge Agreement,
constitutes a legal, valid and binding obligation of each Pledgor, enforceable in accordance
with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or
other similar laws affecting creditors’ rights generally and subject to general principles
of equity.
6. Certification of Limited Liability Company, Limited Partnership Interests and Pledged
Debt.
(a) In the event that any Equity Interests in any Domestic Subsidiary that is organized as a
limited liability company or limited partnership and pledged hereunder shall be represented by a
certificate, the applicable Pledgor shall cause the issuer of such interests to elect to treat such
interests as a “security” within the meaning of Article 8 of the Uniform Commercial Code of its
jurisdiction of organization or formation, as applicable, by including in its organizational
documents language substantially similar to the following and, accordingly, such interests shall be
governed by Article 8 of the Uniform Commercial Code:
“The Partnership/Company hereby irrevocably elects that all membership interests in
the Partnership/Company shall be securities governed by Article 8 of the Uniform
Commercial Code of [jurisdiction of organization or formation, as applicable]. Each
certificate evidencing partnership/membership interests in the Partnership/Company
shall bear the following legend: “This certificate evidences an interest in [name
of Partnership/LLC] and shall be a security for purposes of Article 8 of the Uniform
Commercial Code.” No change to this provision shall be effective until all
outstanding certificates have been surrendered for cancellation and any new
certificates thereafter issued shall not bear the foregoing legend.”
(b) Each Pledgor will comply with Section 9.12(b) of the Credit Agreement.
7. Further Assurances. Each Pledgor agrees that at any time and from time to time, at
the expense of such Pledgor, it will execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the filing and recording
of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may
be required under any applicable law, or which the Collateral Agent or the Required Lenders may
reasonably request, in order (x) to perfect and protect any pledge, assignment or security interest
granted or purported to be granted hereby (including the priority thereof) or (y) to enable the
Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any
Collateral.
8. Voting Rights; Dividends and Distributions; Etc.
(a) So long as no Event of Default shall have occurred and be continuing:
(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Collateral or any part thereof for any purpose not prohibited by
the terms of this Pledge Agreement or the other Credit Documents.
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(ii) The Collateral Agent shall execute and deliver (or cause to be executed and
delivered) to each Pledgor all such proxies and other instruments as such Pledgor may
reasonably request for the purpose of enabling such Pledgor to exercise the voting and other
rights that it is entitled to exercise pursuant to paragraph (i) above.
(b) Subject to paragraph (c) below, each Pledgor shall be entitled to receive and retain and
use, free and clear of the Lien of this Pledge Agreement, any and all dividends, distributions,
principal and interest made or paid in respect of the Collateral to the extent permitted by the
Credit Agreement, as applicable; provided, however, that any and all noncash
dividends, interest, principal or other distributions that would constitute Pledged Shares or
Pledged Debt, whether resulting from a subdivision, combination or reclassification of the
outstanding Equity Interests of the issuer of any Pledged Shares or received in exchange for
Pledged Shares or Pledged Debt or any part thereof, or in redemption thereof, or as a result of any
merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party
or otherwise, shall be, and shall be forthwith delivered to the Collateral Agent to hold as,
Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the
Collateral Agent, be segregated from the other property or funds of such Pledgor and be forthwith
delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary
indorsement).
(c) Upon written notice to a Pledgor by the Collateral Agent following the occurrence and
during the continuance of an Event of Default,
(i) all rights of such Pledgor to exercise or refrain from exercising the voting and
other consensual rights that it would otherwise be entitled to exercise pursuant to Section
8(a)(i) shall cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to exercise or refrain from exercising such
voting and other consensual rights during the continuance of such Event of Default,
provided that, unless otherwise directed by the Required Lenders, the Collateral
Agent shall have the right from time to time following the occurrence and during the
continuance of an Event of Default to permit the Pledgors to exercise such rights. After
all Events of Default have been cured or waived, each Pledgor will have the right to
exercise the voting and consensual rights that such Pledgor would otherwise be entitled to
exercise pursuant to the terms of Section 8(a)(i) (and the obligations of the Collateral
Agent under Section 8(a)(ii) shall be reinstated);
(ii) all rights of such Pledgor to receive the dividends, distributions and principal
and interest payments that such Pledgor would otherwise be authorized to receive and retain
pursuant to Section 8(b) shall cease, and all such rights shall thereupon become vested in
the Collateral Agent, which shall thereupon have the sole right to receive and hold as
Collateral such dividends, distributions and principal and interest payments during the
continuance of such Event of Default. After all Events of Default have been cured or
waived, the Collateral Agent shall repay to each Pledgor (without interest) all dividends,
distributions and principal and interest payments that such Pledgor would otherwise be
permitted to receive, retain and use pursuant to the terms of Section 8(b);
(iii) all dividends, distributions and principal and interest payments that are
received by such Pledgor contrary to the provisions of Section 8(b) shall be received in
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trust for the benefit of the Collateral Agent shall be segregated from other property
or funds of such Pledgor and shall forthwith be delivered to the Collateral Agent as
Collateral in the same form as so received (with any necessary indorsements); and
(iv) in order to permit the Collateral Agent to receive all dividends, distributions
and principal and interest payments to which it may be entitled under Section 8(b) above, to
exercise the voting and other consensual rights that it may be entitled to exercise pursuant
to Section 8(c)(i) above, and to receive all dividends, distributions and principal and
interest payments that it may be entitled to under Sections 8(c)(ii) and (c)(iii) above,
such Pledgor shall, if necessary, upon written notice from the Collateral Agent, from time
to time execute and deliver to the Collateral Agent, appropriate proxies, dividend payment
orders and other instruments as the Collateral Agent may reasonably request.
9. Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall:
(a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of,
or grant any option or warrant with respect to, any of the Collateral or (ii) create or
suffer to exist any consensual Lien upon or with respect to any of the Collateral, except
for the Lien under this Pledge Agreement and Liens securing Permitted Senior Second Lien
Debt;
(b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the
Collateral Agent for the benefit of the Secured Parties, immediately upon acquisition
thereof, all the Equity Interests and all evidence of Indebtedness held or received by such
Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of
the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement
substantially in the form of Annex A hereto (it being understood that the execution and
delivery of such a supplement shall not require the consent of any Pledgor hereunder and
that the rights and obligations of each Pledgor hereunder shall remain in full force and
effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge
Agreement); and
(c) defend its and the Collateral Agent’s title or interest in and to all the
Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted
Liens), however arising, and any and all Persons whomsoever.
10. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints, which
appointment is irrevocable and coupled with an interest, the Collateral Agent as such Pledgor’s
attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of
such Pledgor or otherwise, to take any action and to execute any instrument, in each case after the
occurrence and during the continuance of an Event of Default and with notice to such Pledgor, that
the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this
Pledge Agreement, including to receive, indorse and collect all instruments made payable to such
Pledgor representing any dividend, distribution or principal or interest payment in respect of the
Collateral or any part thereof and to give full discharge for the same.
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11. The Collateral Agent’s Duties. The powers conferred on the Collateral Agent
hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon
it to exercise any such powers. Except for the safe custody of any Collateral in its possession
and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no
duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Pledged Shares, whether or not the
Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters, or
as to the taking of any necessary steps to preserve rights against any parties or any other rights
pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable
care in the custody and preservation of any Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which the Collateral Agent accords its own property.
12. Remedies. If any Event of Default shall have occurred and be continuing:
(a) The Collateral Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all the rights
and remedies of a secured party upon default under the UCC (whether or not the UCC applies
to the affected Collateral) and also may with notice to the relevant Grantor, sell the
Collateral or any part thereof in one or more parcels at public or private sale, at any
exchange broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash,
on credit or for future delivery, at such price or prices and upon such other terms as are
commercially reasonable irrespective of the impact of any such sales on the market price of
the Collateral. The Collateral Agent shall be authorized at any such sale (if it deems it
advisable to do so) to restrict the prospective bidders or purchasers of Collateral to
Persons who will represent and agree that they are purchasing the Collateral for their own
account for investment and not with a view to the distribution or sale thereof, and, upon
consummation of any such sale, the Collateral Agent shall have the right to assign, transfer
and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser
at any such sale shall hold the property sold absolutely free from any claim or right on the
part of any Pledgor, and each Pledgor hereby waives (to the extent permitted by law) all
rights of redemption, stay and/or appraisal that it now has or may at any time in the future
have under any rule of law or statute now existing or hereafter enacted. The Collateral
Agent or any Secured Party shall have the right upon any such public sale, and, to the
extent permitted by law, upon any such private sale, to purchase the whole or any part of
the Collateral so sold, and the Collateral Agent or such Secured Party may pay the purchase
price by crediting the amount thereof against the Obligations. Each Pledgor agrees that, to
the extent notice of sale shall be required by law, at least ten days’ notice to such
Pledgor of the time and place of any public sale or the time after which any private sale is
to be made shall constitute reasonable notification. The Collateral Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having been given.
The Collateral Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned. To the extent permitted
by law, each Pledgor hereby waives any claim against the Collateral Agent arising by reason
of the fact that the price at which any Collateral may have been sold at
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such a private sale was less than the price that might have been obtained at a public
sale, even if the Collateral Agent accepts the first offer received and does not offer such
Collateral to more than one offeree.
(b) The Collateral Agent shall apply the Proceeds of any collection or sale of the
Collateral in the manner specified in Section 11 of the Credit Agreement. Upon any sale of
the Collateral by the Collateral Agent (including pursuant to a power of sale granted by
statute or under a judicial proceeding), the receipt of the Collateral Agent or of the
officer making the sale shall be a sufficient discharge to the purchaser or purchasers of
the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent or such
officer or be answerable in any way for the misapplication thereof.
(c) The Collateral Agent may exercise any and all rights and remedies of each Pledgor
in respect of the Collateral.
(d) All payments received by any Pledgor in respect of the Collateral after the
occurrence and during the continuance of an Event of Default shall be received in trust for
the benefit of the Collateral Agent shall be segregated from other property or funds of such
Pledgor and shall be forthwith delivered to the Collateral Agent as Collateral in the same
form as so received (with any necessary indorsement).
13. Amendments, etc. with Respect to the Obligations; Waiver of Rights. Each Pledgor
shall remain obligated hereunder notwithstanding that, without any reservation of rights against
any Pledgor and without notice to or further assent by any Pledgor, (a) any demand for payment of
any of the Obligations made by the Collateral Agent or any other Secured Party may be rescinded by
such party and any of the Obligations continued, (b) the Obligations, or the liability of any other
party upon or for any part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral
Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters
of Credit and any other documents executed and delivered in connection therewith, the Secured Cash
Management Agreements and Secured Hedge Agreements and any other documents executed and delivered
in connection therewith may be amended, modified, supplemented or terminated, in whole or in part,
as the applicable Administrative Agent (or the Required Lenders, as the case may be, or, in the
case of any Secured Cash Management Agreement and Secured Hedge Agreement, the Cash Management Bank
or Hedge Bank party thereto) may deem advisable from time to time, and (d) any collateral security,
guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party
for the payment of the Obligations may be sold, exchanged, waived, surrendered or released.
Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the Obligations or for
this Pledge Agreement or any property subject thereto. When making any demand hereunder against
any Pledgor, the Collateral Agent or any other Secured Party may, but shall be under no obligation
to, make a similar demand on any Borrower or any Pledgor or any other person, and any failure by
the Collateral Agent or any other Secured Party to make any such demand or to collect any
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payments from any Borrower or any Pledgor or any other person or any release of any Borrower
or any Pledgor or any other person shall not relieve any Pledgor in respect of which a demand or
collection is not made or any Pledgor not so released of its several obligations or liabilities
hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a
matter of law, of the Collateral Agent or any other Secured Party against any Pledgor. For the
purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
14. Continuing Security Interest; Assignments Under the Credit Agreement; Release.
(a) This Pledge Agreement shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and
shall inure to the benefit of the Collateral Agent and the other Secured Parties and their
respective successors, indorsees, transferees and assigns until all the Obligations (other than any
contingent indemnity obligations not then due) under the Credit Documents shall have been satisfied
by payment in full (or all Letters of Credit Outstanding shall have been Cash Collateralized), the
Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that
from time to time during the term of the Credit Agreement and any Secured Cash Management Agreement
or Secured Hedge Agreement the Credit Parties may be free from any Obligations.
(b) A Subsidiary Pledgor shall automatically be released from its obligations hereunder and
the Collateral of such Subsidiary Pledgor shall be automatically released upon such Subsidiary
Pledgor ceasing to be a U.S. Guarantor in accordance with Section 14.1 of the Credit Agreement.
(c) The Collateral shall be automatically released from the Liens of this Agreement (i) to the
extent provided for in Section 14.1 of the Credit Agreement and (ii) upon the effectiveness of any
written consent to the release of the security interest granted in such Collateral pursuant to
Section 14.1 of the Credit Agreement. Any such release in connection with any sale, transfer or
other disposition of such Collateral shall result in such Collateral being sold, transferred or
disposed of, as applicable, free and clear of the Liens of this Agreement.
(d) In connection with any termination or release pursuant to the foregoing paragraph (a), (b)
or (c), the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense,
all documents that such Pledgor shall reasonably request to evidence such termination or release.
Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or
warranty by the Collateral Agent.
15. Reinstatement. Each Pledgor further agrees that, if any payment made by any
Credit Party or other Person and applied to the Obligations is at any time annulled, avoided, set
aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to
be refunded or repaid, or the Proceeds of Collateral are required to be returned by any Secured
Party to such Credit Party, its estate, trustee, receiver or any other party, including any
Pledgor, under any bankruptcy law, state, federal or foreign law, common law or equitable cause,
then, to the extent of such payment or repayment, any Lien or other Collateral securing such
liability shall be and remain in full force and effect, as fully as if such payment had never been
made or,
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if prior thereto the Lien granted hereby or other Collateral securing such liability hereunder
shall have been released or terminated by virtue of such cancellation or surrender), such Lien or
other Collateral shall be reinstated in full force and effect, and such prior cancellation or
surrender shall not diminish, release, discharge, impair or otherwise affect any Lien or other
Collateral securing the obligations of any Pledgor in respect of the amount of such payment.
16. Notices. 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 Pledgor shall be given to it in care of the Company at the Company’s address set forth in
Section 14.2 of the Credit Agreement.
17. Counterparts. This Pledge Agreement may be executed by one or more of the parties
to this Pledge Agreement 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.
18. Severability. Any provision of this Pledge Agreement 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 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.
19. Integration. This Pledge Agreement together with the other Credit Documents
represents the agreement of each of the Pledgors with respect to the subject matter hereof and
there are no promises, undertakings, representations or warranties by the Collateral Agent or any
other Secured Party relative to the subject matter hereof not expressly set forth or referred to
herein or in the other Credit Documents.
20. Amendments in Writing; No Waiver; Cumulative Remedies.
(a) None of the terms or provisions of this Pledge Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by the affected Pledgor
and the Administrative Agent in accordance with Section 14.1 of the Credit Agreement.
(b) Neither the Collateral Agent nor any Secured Party shall by any act (except by a written
instrument pursuant to Section 20(a) hereof), delay, indulgence, omission or otherwise be deemed to
have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default
or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay
in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or
privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured
Party of any right or remedy hereunder on any one occasion shall not
-11-
be construed as a bar to any right or remedy that the Collateral Agent or such other Secured
Party would otherwise have on any future occasion.
(c) The rights, remedies, powers and privileges herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or remedies provided by
law.
21. Section Headings. The Section headings used in this Pledge Agreement are for
convenience of reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.
22. Successors and Assigns. This Pledge Agreement shall be binding upon the
successors and assigns of each Pledgor and shall inure to the benefit of the Collateral Agent and
the other Secured Parties and their respective successors and assigns, except that no Pledgor may
assign, transfer or delegate any of its rights or obligations under this Pledge Agreement without
the prior written consent of the Collateral Agent.
23. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT, ANY OTHER CREDIT
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
24. Submission to Jurisdiction; Waivers. Each party hereto irrevocably and
unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to
this Pledge Agreement and the other Credit Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United States of
America for the Southern District of New York and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to such Person at its address referred to in Section 16 or at such
other address of which the Collateral Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right of any other party hereto (or any
Secured Party) to effect service of process in any other manner permitted by law or shall
limit the right of any party hereto (or any Secured Party) to xxx in any other jurisdiction;
and
-12-
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section 24 any special,
exemplary, punitive or consequential damages.
25. GOVERNING LAW. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.
[Signature Pages Follow]
-13-
IN WITNESS WHEREOF, each of the undersigned has caused this Pledge Agreement to be duly
executed and delivered by its duly authorized officer as of the day and year first above written.
| HCA INC., as Pledgor | ||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President — Finance and Treasurer | |||
| Each of the SUBSIDIARY PLEDGORS listed on Schedule A hereto, as Pledgor | ||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: Xxxxx X. Xxxxxxxx | ||||
| Title: | ||||
[Signature Page to Pledge Agreement]
| BANK OF AMERICA, N.A., as Collateral Agent | ||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: Xxxx X. Xxxxxx | ||||
| Title: Vice President | ||||
[Signature Page to Pledge Agreement]
Schedule A
Subsidiary Pledgors
ENTITY NAME
BAY HOSPITAL, INC.
XXXXXXX CITY COMMUNITY HOSPITAL, INC.
CENTERPOINT MEDICAL CENTER OF INDEPENDENCE, LLC
CENTRAL FLORIDA REGIONAL HOSPITAL, INC.
CENTRAL TENNESSEE HOSPITAL CORPORATION
CHCA BAYSHORE, L.P.
CHCA CONROE, L.P.
CHCA EAST HOUSTON, L.P.
CHCA MAINLAND, L.P.
CHCA WEST HOUSTON, L.P.
CHCA WOMAN’S HOSPITAL, L.P.
CHIPPENHAM & XXXXXXXX-XXXXXX HOSPITALS, 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 PLAZA MEDICAL CENTER OF FORT WORTH SUBSIDIARY, LP
COLUMBIA POLK GENERAL HOSPITAL, INC.
COLUMBIA RIO GRANDE HEALTHCARE, L.P.
COLUMBIA VALLEY HEALTHCARE SYSTEM, L.P.
COLUMBIA/ALLEGHANY REGIONAL HOSPITAL INCORPORATED
COLUMBIA/HCA XXXX XXXXXXXX, INC.
XXXXXXXXX HOSPITAL CORPORATION
EASTERN IDAHO HEALTH SERVICES, INC.
XXXXXX REGIONAL MEDICAL CENTER, LLC
XXXXXX XXXXX HOSPITAL, INC.
FAIRVIEW PARK GP, LLC
FRANKFORT HOSPITAL, INC.
GOOD SAMARITAN HOSPITAL, L.P.
GPCH-GP, INC.
GRAND STRAND REGIONAL MEDICAL CENTER, LLC
GREENVIEW HOSPITAL, INC.
XXXXXXXX MEDICAL CENTER, INC.
HCA HEALTH SERVICES OF FLORIDA, INC.
HCA HEALTH SERVICES OF TENNESSEE, INC.
HCA HEALTH SERVICES OF VIRGINIA, INC.
HENDERSONVILLE HOSPITAL CORPORATION
XXXXXXX CITY COMMUNITY HOSPITAL, INC.
CENTERPOINT MEDICAL CENTER OF INDEPENDENCE, LLC
CENTRAL FLORIDA REGIONAL HOSPITAL, INC.
CENTRAL TENNESSEE HOSPITAL CORPORATION
CHCA BAYSHORE, L.P.
CHCA CONROE, L.P.
CHCA EAST HOUSTON, L.P.
CHCA MAINLAND, L.P.
CHCA WEST HOUSTON, L.P.
CHCA WOMAN’S HOSPITAL, L.P.
CHIPPENHAM & XXXXXXXX-XXXXXX HOSPITALS, 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 PLAZA MEDICAL CENTER OF FORT WORTH SUBSIDIARY, LP
COLUMBIA POLK GENERAL HOSPITAL, INC.
COLUMBIA RIO GRANDE HEALTHCARE, L.P.
COLUMBIA VALLEY HEALTHCARE SYSTEM, L.P.
COLUMBIA/ALLEGHANY REGIONAL HOSPITAL INCORPORATED
COLUMBIA/HCA XXXX XXXXXXXX, INC.
XXXXXXXXX HOSPITAL CORPORATION
EASTERN IDAHO HEALTH SERVICES, INC.
XXXXXX REGIONAL MEDICAL CENTER, LLC
XXXXXX XXXXX HOSPITAL, INC.
FAIRVIEW PARK GP, LLC
FRANKFORT HOSPITAL, INC.
GOOD SAMARITAN HOSPITAL, L.P.
GPCH-GP, INC.
GRAND STRAND REGIONAL MEDICAL CENTER, LLC
GREENVIEW HOSPITAL, INC.
XXXXXXXX MEDICAL CENTER, INC.
HCA HEALTH SERVICES OF FLORIDA, INC.
HCA HEALTH SERVICES OF TENNESSEE, INC.
HCA HEALTH SERVICES OF VIRGINIA, INC.
HENDERSONVILLE HOSPITAL CORPORATION
HOSPITAL CORPORATION OF UTAH
HTI MEMORIAL HOSPITAL CORPORATION
JFK MEDICAL CENTER LIMITED PARTNERSHIP
KPH-CONSOLIDATION, INC.
LAKEVIEW MEDICAL CENTER, LLC
LARGO MEDICAL CENTER, INC.
LAWNWOOD MEDICAL CENTER, INC.
XXXXX-XXXX MEDICAL CENTER, LLC
LOS XXXXXX REGIONAL MEDICAL CENTER
XXXXXX COMMUNITY HOSPITAL, INC.
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 — RBH, LLC
MIDWEST DIVISION — RMC, LLC
XXXXXXXXXX REGIONAL HOSPITAL, INC.
MOUNTAIN VIEW HOSPITAL, INC.
NEW PORT XXXXXX HOSPITAL, INC.
NORTH FLORIDA REGIONAL MEDICAL CENTER, INC.
NORTHERN UTAH HEALTHCARE CORPORATION
NORTHERN VIRGINIA COMMUNITY HOSPITAL, LLC
NORTHLAKE MEDICAL CENTER, LLC
OKALOOSA HOSPITAL, INC.
OKEECHOBEE HOSPITAL, INC.
PALMS WEST HOSPITAL LIMITED PARTNERSHIP
PALMYRA PARK HOSPITAL, INC.
PLANTATION GENERAL HOSPITAL, L.P.
PULASKI COMMUNITY HOSPITAL, INC.
XXXXXXX PARK HOSPITAL, LLC
RESTON HOSPITAL CENTER, LLC
RETREAT HOSPITAL, INC.
RIVERSIDE HEALTHCARE SYSTEM, L.P.
SAN XXXX HEALTHCARE SYSTEM, LP
SARASOTA DOCTORS HOSPITAL, INC.
SOUTHERN HILLS MEDICAL CENTER, LLC
SPRING BRANCH MEDICAL CENTER, INC.
SUN CITY HOSPITAL, INC.
SUNRISE MOUNTAINVIEW HOSPITAL, INC.
TALLAHASSEE MEDICAL CENTER, INC.
TCMC MADISON-PORTLAND, INC.
TERRE HAUTE REGIONAL HOSPITAL, L.P.
TIMPANOGOS REGIONAL MEDICAL SERVICES, INC.
TRIDENT MEDICAL CENTER, LLC
WALTERBORO COMMUNITY HOSPITAL, INC.
XXXXXX MEDICAL CENTER, LLC
HTI MEMORIAL HOSPITAL CORPORATION
JFK MEDICAL CENTER LIMITED PARTNERSHIP
KPH-CONSOLIDATION, INC.
LAKEVIEW MEDICAL CENTER, LLC
LARGO MEDICAL CENTER, INC.
LAWNWOOD MEDICAL CENTER, INC.
XXXXX-XXXX MEDICAL CENTER, LLC
LOS XXXXXX REGIONAL MEDICAL CENTER
XXXXXX COMMUNITY HOSPITAL, INC.
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 — RBH, LLC
MIDWEST DIVISION — RMC, LLC
XXXXXXXXXX REGIONAL HOSPITAL, INC.
MOUNTAIN VIEW HOSPITAL, INC.
NEW PORT XXXXXX HOSPITAL, INC.
NORTH FLORIDA REGIONAL MEDICAL CENTER, INC.
NORTHERN UTAH HEALTHCARE CORPORATION
NORTHERN VIRGINIA COMMUNITY HOSPITAL, LLC
NORTHLAKE MEDICAL CENTER, LLC
OKALOOSA HOSPITAL, INC.
OKEECHOBEE HOSPITAL, INC.
PALMS WEST HOSPITAL LIMITED PARTNERSHIP
PALMYRA PARK HOSPITAL, INC.
PLANTATION GENERAL HOSPITAL, L.P.
PULASKI COMMUNITY HOSPITAL, INC.
XXXXXXX PARK HOSPITAL, LLC
RESTON HOSPITAL CENTER, LLC
RETREAT HOSPITAL, INC.
RIVERSIDE HEALTHCARE SYSTEM, L.P.
SAN XXXX HEALTHCARE SYSTEM, LP
SARASOTA DOCTORS HOSPITAL, INC.
SOUTHERN HILLS MEDICAL CENTER, LLC
SPRING BRANCH MEDICAL CENTER, INC.
SUN CITY HOSPITAL, INC.
SUNRISE MOUNTAINVIEW HOSPITAL, INC.
TALLAHASSEE MEDICAL CENTER, INC.
TCMC MADISON-PORTLAND, INC.
TERRE HAUTE REGIONAL HOSPITAL, L.P.
TIMPANOGOS REGIONAL MEDICAL SERVICES, INC.
TRIDENT MEDICAL CENTER, LLC
WALTERBORO COMMUNITY HOSPITAL, INC.
XXXXXX MEDICAL CENTER, LLC
WEST FLORIDA REGIONAL MEDICAL CENTER, INC.
WEST VALLEY MEDICAL CENTER, INC.
SPOTSYLVANIA MEDICAL CENTER, INC.
COLUMBIA PARKERSBURG HEALTHCARE SYSTEM, LLC
MEDICAL CENTERS OF OKLAHOMA, LLC
XXXXX PROPERTY, LLC
OUTPATIENT CARDIOVASCULAR CENTER OF CENTRAL FLORIDA, LLC
CAPITAL DIVISION, INC.
CENTRAL SHARED SERVICES, LLC
COLUMBIA ASC MANAGEMENT, L.P.
COLUMBIA LAGRANGE HOSPITAL, INC.
DALLAS/FT. WORTH PHYSICIAN, LLC
EL PASO SURGICENTER, INC.
GREEN OAKS HOSPITAL SUBSIDIARY, L.P.
HCA HEALTH SERVICES OF OKLAHOMA, INC.
HCA MANAGEMENT SERVICES, L.P.
HEALTH MIDWEST OFFICE FACILITIES CORPORATION
HEALTH MIDWEST VENTURES GROUP, INC.
HOSPITAL CORPORATION OF TENNESSEE
HOSPITAL DEVELOPMENT PROPERTIES, INC.
HSS SYSTEMS, LLC
HSS VIRGINIA, L.P.
INTEGRATED REGIONAL LABORATORIES, LLP
LAS VEGAS SURGICARE, INC.
XXXXX-XXXX PHYSICIANS, LLC
MARIETTA SURGICAL CENTER, INC.
MEDICAL OFFICE BUILDINGS OF KANSAS, LLC
MIDWEST DIVISION — OPRMC, LLC
MIDWEST DIVISION — RPC, LLC
NASHVILLE SHARED SERVICES GENERAL PARTNERSHIP
NATIONAL PATIENT ACCOUNT SERVICES, INC.
NORTH FLORIDA IMMEDIATE CARE CENTER, INC.
XXXXXXX PHYSICIAN PRACTICE VIII, LLC
RIVERSIDE HOSPITAL, INC.
SAN XXXX HOSPITAL, L.P.
SPRING HILL HOSPITAL, INC.
ST. MARK’S LONE PEAK HOSPITAL, INC.
SURGICARE OF XXXXXXX, INC.
SURGICARE OF FLORIDA, INC.
SURGICARE OF HOUSTON WOMEN’S, INC.
SURGICARE OF MANATEE, INC.
SURGICARE OF NEWPORT XXXXXX, INC.
SURGICARE OF PALMS WEST, LLC
TERRE HAUTE MOB, L.P.
VIRGINIA PSYCHIATRIC COMPANY, INC.
WOMEN’S AND CHILDREN’S HOSPITAL, INC.
HCA HEALTH SERVICES OF LOUISIANA, INC.
BROOKWOOD MEDICAL CENTER OF GULFPORT, INC.
WEST VALLEY MEDICAL CENTER, INC.
SPOTSYLVANIA MEDICAL CENTER, INC.
COLUMBIA PARKERSBURG HEALTHCARE SYSTEM, LLC
MEDICAL CENTERS OF OKLAHOMA, LLC
XXXXX PROPERTY, LLC
OUTPATIENT CARDIOVASCULAR CENTER OF CENTRAL FLORIDA, LLC
CAPITAL DIVISION, INC.
CENTRAL SHARED SERVICES, LLC
COLUMBIA ASC MANAGEMENT, L.P.
COLUMBIA LAGRANGE HOSPITAL, INC.
DALLAS/FT. WORTH PHYSICIAN, LLC
EL PASO SURGICENTER, INC.
GREEN OAKS HOSPITAL SUBSIDIARY, L.P.
HCA HEALTH SERVICES OF OKLAHOMA, INC.
HCA MANAGEMENT SERVICES, L.P.
HEALTH MIDWEST OFFICE FACILITIES CORPORATION
HEALTH MIDWEST VENTURES GROUP, INC.
HOSPITAL CORPORATION OF TENNESSEE
HOSPITAL DEVELOPMENT PROPERTIES, INC.
HSS SYSTEMS, LLC
HSS VIRGINIA, L.P.
INTEGRATED REGIONAL LABORATORIES, LLP
LAS VEGAS SURGICARE, INC.
XXXXX-XXXX PHYSICIANS, LLC
MARIETTA SURGICAL CENTER, INC.
MEDICAL OFFICE BUILDINGS OF KANSAS, LLC
MIDWEST DIVISION — OPRMC, LLC
MIDWEST DIVISION — RPC, LLC
NASHVILLE SHARED SERVICES GENERAL PARTNERSHIP
NATIONAL PATIENT ACCOUNT SERVICES, INC.
NORTH FLORIDA IMMEDIATE CARE CENTER, INC.
XXXXXXX PHYSICIAN PRACTICE VIII, LLC
RIVERSIDE HOSPITAL, INC.
SAN XXXX HOSPITAL, L.P.
SPRING HILL HOSPITAL, INC.
ST. MARK’S LONE PEAK HOSPITAL, INC.
SURGICARE OF XXXXXXX, INC.
SURGICARE OF FLORIDA, INC.
SURGICARE OF HOUSTON WOMEN’S, INC.
SURGICARE OF MANATEE, INC.
SURGICARE OF NEWPORT XXXXXX, INC.
SURGICARE OF PALMS WEST, LLC
TERRE HAUTE MOB, L.P.
VIRGINIA PSYCHIATRIC COMPANY, INC.
WOMEN’S AND CHILDREN’S HOSPITAL, INC.
HCA HEALTH SERVICES OF LOUISIANA, INC.
BROOKWOOD MEDICAL CENTER OF GULFPORT, INC.
CMS GP, LLC
COLUMBIA JACKSONVILLE HEALTHCARE SYSTEM, INC.
COLUMBIA RIVERSIDE, INC.
CONROE HOSPITAL CORPORATION
DUBLIN COMMUNITY HOSPITAL, LLC
EP HEALTH, LLC
FAIRVIEW PARK, LIMITED PARTNERSHIP
GENERAL HEALTHSERV, LLC
HCA CENTRAL GROUP, INC.
HD&S CORP. SUCCESSOR, INC.
HSS HOLDCO, LLC
HSS SYSTEMS VA, LLC
INTEGRATED REGIONAL LAB, LLC
XXXXX-XXXX HOSPITAL, INCORPORATED
MANAGEMENT SERVICES HOLDINGS, INC.
MCA INVESTMENT COMPANY
NOTAMI HOSPITALS OF LOUISIANA, INC.
NOTAMI HOSPITALS, LLC
RIO GRANDE REGIONAL HOSPITAL, INC.
SAMARITAN, LLC
SAN XXXX MEDICAL CENTER, LLC
SAN XXXX, LLC
SJMC, LLC
SUNBELT REGIONAL MEDICAL CENTER, INC.
TERRE HAUTE HOSPITAL GP, INC.
TERRE HAUTE HOSPITAL HOLDINGS, INC.
UTAH MEDCO, LLC
VH HOLDCO, INC.
VH HOLDINGS, INC.
WHMC, INC.
MIDWEST HOLDINGS, INC.
XXXXXXX PHYSICIAN PRACTICE COMPANY
WOMAN’S HOSPITAL OF TEXAS, INCORPORATED
HEALTHTRUST MOB, LLC
HOSPITAL CORPORATION OF NORTH CAROLINA
NEW ROSE HOLDING COMPANY, INC.
ENCINO HOSPITAL CORPORATION, INC.
MIDWEST DIVISION — PFC, LLC
COLUMBINE PSYCHIATRIC CENTER, INC.
LAKELAND MEDICAL CENTER, LLC
XXXXXXX-TRINITY FAMILY CARE, LLC
SURGICARE OF RIVERSIDE, LLC
W & C HOSPITAL, INC.
COLUMBUS CARDIOLOGY, INC.
COLORADO HEALTH SYSTEMS, INC.
WESTERN PLAINS CAPITAL, INC.
COLUMBIA JACKSONVILLE HEALTHCARE SYSTEM, INC.
COLUMBIA RIVERSIDE, INC.
CONROE HOSPITAL CORPORATION
DUBLIN COMMUNITY HOSPITAL, LLC
EP HEALTH, LLC
FAIRVIEW PARK, LIMITED PARTNERSHIP
GENERAL HEALTHSERV, LLC
HCA CENTRAL GROUP, INC.
HD&S CORP. SUCCESSOR, INC.
HSS HOLDCO, LLC
HSS SYSTEMS VA, LLC
INTEGRATED REGIONAL LAB, LLC
XXXXX-XXXX HOSPITAL, INCORPORATED
MANAGEMENT SERVICES HOLDINGS, INC.
MCA INVESTMENT COMPANY
NOTAMI HOSPITALS OF LOUISIANA, INC.
NOTAMI HOSPITALS, LLC
RIO GRANDE REGIONAL HOSPITAL, INC.
SAMARITAN, LLC
SAN XXXX MEDICAL CENTER, LLC
SAN XXXX, LLC
SJMC, LLC
SUNBELT REGIONAL MEDICAL CENTER, INC.
TERRE HAUTE HOSPITAL GP, INC.
TERRE HAUTE HOSPITAL HOLDINGS, INC.
UTAH MEDCO, LLC
VH HOLDCO, INC.
VH HOLDINGS, INC.
WHMC, INC.
MIDWEST HOLDINGS, INC.
XXXXXXX PHYSICIAN PRACTICE COMPANY
WOMAN’S HOSPITAL OF TEXAS, INCORPORATED
HEALTHTRUST MOB, LLC
HOSPITAL CORPORATION OF NORTH CAROLINA
NEW ROSE HOLDING COMPANY, INC.
ENCINO HOSPITAL CORPORATION, INC.
MIDWEST DIVISION — PFC, LLC
COLUMBINE PSYCHIATRIC CENTER, INC.
LAKELAND MEDICAL CENTER, LLC
XXXXXXX-TRINITY FAMILY CARE, LLC
SURGICARE OF RIVERSIDE, LLC
W & C HOSPITAL, INC.
COLUMBUS CARDIOLOGY, INC.
COLORADO HEALTH SYSTEMS, INC.
WESTERN PLAINS CAPITAL, INC.
