Form of HCA Healthcare, Inc. Performance Share Unit AgreementPerformance Share Unit Agreement • February 21st, 2019 • HCA Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware
This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 (the “Grant Date”), between HCA Healthcare, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, as applicable, the “Company”), and [Participant Name], (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Company’s 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (the “Plan”).
Form of HCA Healthcare, Inc. Stock Appreciation Rights AgreementStock Appreciation Rights Agreement • February 21st, 2019 • HCA Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware
This STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”), dated as of (the “Grant Date”) is made by and between HCA Healthcare, Inc., a Delaware corporation (together with its Subsidiaries, Successors and other applicable Service Recipients, hereinafter referred to as the “Company”), and the individual whose name is set forth below, who is an employee of the Company and hereinafter referred to as the “Grantee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as amended and restated (the “Plan”).
ContractSecurity Agreement • February 21st, 2019 • HCA Healthcare, Inc. • Services-general medical & surgical hospitals, nec
SUPPLEMENT NO. 1 dated as of October 27, 2011, to the Security Agreement dated as of September 30, 2011 (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.
SUPPLEMENTAL INDENTURESupplemental Indenture • February 21st, 2019 • HCA Healthcare, Inc. • Services-general medical & surgical hospitals, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of January 3, 2018, among the guarantors listed on the signature page hereto (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of HCA Inc., a Delaware corporation (the “Issuer”), Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and Transfer Agent.
ContractJoinder Agreement • February 21st, 2019 • HCA Healthcare, Inc. • Services-general medical & surgical hospitals, nec
This JOINDER AGREEMENT (this “Joinder”), dated as of January 3, 2018 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”) among HCA INC., a Delaware corporation (the “Parent Borrower”), each Subsidiary Borrower listed on the signature pages thereto (the “Subsidiary Borrowers” and together with the Parent Borrower, the “Borrowers”), the lending institutions from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and Letter of Credit Issuer and the other agents party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2019 • HCA Healthcare, Inc. • Services-general medical & surgical hospitals, nec
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made by and between Samuel N. Hazen (the “Executive”) and HCA Healthcare, Inc., a Delaware corporation (the “Company”), effective as of January 1, 2019.
ContractPledge Agreement • February 21st, 2019 • HCA Healthcare, Inc. • Services-general medical & surgical hospitals, nec
SUPPLEMENT NO. 1 dated as of October 27, 2011 to the AMENDED AND RESTATED PLEDGE AGREEMENT dated as of March 2, 2009, among HCA Inc., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company listed on the signature pages thereto (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”) for the benefit of the First Lien Secured Parties (the “Pledge Agreement”).
Contractu.s. Guarantee • February 21st, 2019 • HCA Healthcare, Inc. • Services-general medical & surgical hospitals, nec
SUPPLEMENT NO. 14 dated as of November 9, 2015 to the U.S. GUARANTEE dated as of November 17, 2006 and as amended and restated on February 26, 2014, among each of HCA Inc., a Delaware corporation (the “Company”), the U.S. Guarantors listed on the signature pages thereto (each such subsidiary individually, a “U.S. Guarantor” and, collectively, the “U.S. Guarantors”), and Bank of America, N.A., as Administrative Agent for the Lenders from time to time parties to the Credit Agreement referred to below (the “U.S. Guarantee”).
HCA Healthcare, Inc. Restricted Share Unit Agreement (R. Milton Johnson)Restricted Share Unit Agreement • February 21st, 2019 • HCA Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware
This RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of __________, 20___ (the “Grant Date”), between HCA Healthcare, Inc., a Delaware corporation (together with its Subsidiaries, Successors and other applicable Service Recipients, the “Company”), and R. Milton Johnson (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Company’s 2006 Stock Incentive Plan for Key Employees of HCA Holdings, Inc. and its Affiliates, as Amended and Restated (the “Plan”).
ContractSecurity Agreement • February 21st, 2019 • HCA Healthcare, Inc. • Services-general medical & surgical hospitals, nec
SUPPLEMENT NO. 2 dated as of October 27, 2011, to the Amended and Restated Security Agreement dated as of March 2, 2009, as Supplemented by Supplement No. 1, dated as of March 4, 2010 (as supplemented, the “Security Agreement”) among HCA INC., a Delaware corporation (the “Company”), each Subsidiary of the Company listed on Schedule A thereto (each such subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are referred to collectively herein as the “Grantors”), BANK OF AMERICA, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) for the benefit of the First Lien Secured Parties.
