AMENDMENT NO. 1 , dated as of March 2, 2009 (this
“ Amendment ”), to the Credit Agreement, dated
as of November 17, 2006 as amended and restated as of
June 20, 2007 among HCA INC., a Delaware corporation (“
HCA ”), the Subsidiary Borrowers party thereto, the
lending institutions from time to time party thereto (each a
“ Lender ” and, collectively, the “
Lenders ”), BANK OF AMERICA, N.A., as Administrative
Agent (in such capacity, the “ Administrative Agent
”) and the other parties named therein (as amended from time
to time, the “ Credit Agreement ”). Capitalized
terms used and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement.
WHEREAS,
the Credit Parties desire to amend the Credit Agreement and certain
of the other Credit Documents on the terms set forth
herein;
WHEREAS,
Section 14.1 of the Credit Agreement provides that the
relevant Credit Parties and the Required Lenders may amend the
Credit Agreement and the other Credit Documents;
NOW, THEREFORE, in consideration of
the premises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
SECTION
1. Amendment . The Credit Agreement is hereby amended
to delete the stricken text (indicated textually in the same
manner as the following example: stricken text) and to add the
double-underlined text (indicated textually in the same manner as
the following example: double-underlined text ) as
set forth in the pages of the Credit Agreement attached as
Exhibit A hereto.
SECTION
2. Consent to Amend Intercreditor Agreement . The
Required Lenders hereby give their consent to permit the
Administrative Agent to acknowledge or otherwise enter into
amendments to the Intercreditor Agreement solely to give effect to
incurrences of Future Secured Notes (as defined in
Exhibit A hereto) to the extent permitted by the Credit
Agreement after giving effect to the amendments contemplated by
Exhibit A hereto.
SECTION
3. Representations and Warranties, No Default . The
Borrowers hereby represent and warrant that immediately prior to
and immediately after giving effect to this Amendment (i) no
Default or Event of Default exists and (ii) all
representations and warranties contained in the Credit Agreement or
in any other Credit Document are true and correct in all material
respects with the same effect as though such representations and
warranties had been made on the date hereof (except that any
representation or warranty which by its terms is made only as of a
specified date is true and correct in all material respects only as
of such specified date).
SECTION
4. Effectiveness . Upon receipt by the Administrative
Agent of executed signature pages hereto from the Required Lenders
and each Credit Party party to the Credit Agreement, the terms and
conditions of this Amendment shall become effective as part of the
terms and conditions of the Credit Agreement for any and all
purposes; however, the
amendments to
the Credit Agreement attached as Exhibit A hereto shall
not become operative until an amendment to the CF Agreement
permitting Future Secured Notes has become operative.
SECTION
5. Counterparts . This Amendment may be executed in
any number of counterparts and by different parties hereto on
separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all of which when taken
together shall constitute a single instrument. Delivery of an
executed counterpart of a signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.
SECTION
6. Applicable Law . THIS AMENDMENT SHALL BE
GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
SECTION
7. Headings . The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect
the meaning hereof.
SECTION
8. Effect of Amendment . Except as expressly set
forth herein, this Amendment shall not by implication or otherwise
limit, impair, constitute a waiver of or otherwise affect the
rights and remedies of the Lenders or the other Secured Parties
under the Credit Agreement or any other Credit Document, and shall
not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other provision of either such agreement or
any other Credit Document. Each and every term, condition,
obligation, covenant and agreement contained in the Credit
Agreement or any other Credit Document is hereby ratified and
re-affirmed in all respects and shall continue in full force and
effect. Each Credit Party reaffirms its obligations under the
Credit Documents to which it is party and the validity of the Liens
granted by it pursuant to the Security Documents. From and after
the effective date of this Amendment, all references to the Credit
Agreement in any Credit Document shall, unless expressly provided
otherwise, refer to the Credit Agreement as amended by this
Amendment.
IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and
year first above written.
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HCA INC.
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By:
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/s/ David G.
Anderson
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Name:
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David G.
Anderson
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Title:
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Senior Vice
President, Finance and Treasurer
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The SUBSIDIARY
BORROWERS listed on
Schedule 1 hereto (or, to the
extent so listed on
Schedule 1 hereto, by the
General Partner, Sole
Member or General Partner of the Sole
Member of
of such Subsidiary Borrower)
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By:
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/s/ John M.
Franck II
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Name:
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John M. Franck
II
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Title:
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Vice President
and Asst. Secretary
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[Signature Page to
Amendment]
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BANK OF
AMERICA, N.A., as Administrative Agent
and Collateral Agent
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By:
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/s/ William S.
Wilson
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Name:
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William S.
Wilson
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Title:
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Sr. Vice
President
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[Signature Page to
Amendment]
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BANK OF
AMERICA, N.A., as a Lender
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By:
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/s/ William S.
Wilson
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Name:
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William S.
Wilson
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Title:
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Sr. Vice
President
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[Signature Page to
Amendment]
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CITICORP NORTH
AMERICA, INC.,
as a Lender
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By:
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/s/ Shane
Azzara
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Name:
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Shane
Azzara
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Title:
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Director
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[Signature Page to
Amendment]
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Deutsche Bank
AG New York Branch,
as a Lender
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By:
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/s/ Erin
Morrissey
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Name:
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Erin
Morrissey
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Title:
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Vice
President
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By:
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/s/ Evelyn
Thierry
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Name:
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Evelyn
Thierry
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Title:
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Vice
President
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[Signature Page to
Amendment]
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General
Electric Capital Corporation,
as a Lender
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By:
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/s/ Dennis
Cloud
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Name:
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Dennis
Cloud
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Title:
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Duly Authorized
Signatory
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[Signature Page to
Amendment]
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J.P. Morgan
Chase Bank, N.A.,
as a Lender
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By:
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/s/ Dawn L.
LeeLum
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Name:
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Dawn L.
LeeLum
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Title:
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Executive
Director
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[Signature Page to
Amendment]
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Landesbank
Baden-Wuerttemberg
New York and / or Cayman Islands Branch,
as a Lender
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By:
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/s/ Francois
Delangle
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Name:
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Francois
Delangle
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Title:
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VP
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By:
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/s/ Ralf Enders
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Name:
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Ralf
Enders
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Title:
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AVP
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[Signature Page to
Amendment]
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Merrill Lynch
Mortgage Capital, Inc.,
as a Lender
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By:
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/s/ Joseph
Magnus
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Name:
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Joseph
Magnus
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Title:
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Vice
President
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[Signature Page to
Amendment]
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Mizuho
Corporate Bank, Ltd.,
as a Lender
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By:
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/s/ James R.
Fayen
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Name:
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James R.
Fayen
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Title:
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Deputy General
Manager
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[Signature Page to
Amendment]
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WACHOVIA BANK,
NATIONAL ASSOCIATION, as a Lender
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By:
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/s/ Sang Kim
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Name:
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Sang
Kim
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Title:
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Vice
President
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[Signature Page to
Amendment]
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WELLS FARGO
FOOTHILL, LLC,
as a Lender
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By:
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/s/ Maged
Ghebrial
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Name:
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Maged
Ghebrial
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Title:
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Vice
President
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[Signature Page to
Amendment]
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By its
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By its
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By the General
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General
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Sole
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Partner of its
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Subsidiary Borrower
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Partner
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Member
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Sole Member
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American
Medicorp Development Co.
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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*
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Brigham City
Community Hospital, Inc.
|
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Brookwood
Medical Center of Gulfport, Inc.
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Centerpoint
Medical Center of Independence, LLC
|
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Central Florida
Regional Hospital, Inc.
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Central Shared
Services, LLC
|
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1
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By its
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By its
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By the General
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General
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Sole
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Partner of its
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Subsidiary Borrower
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Partner
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Member
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Sole Member
|
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Central
Tennessee Hospital Corporation
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*
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*
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*
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*
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CHCA
Woman’s Hospital, L.P.
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*
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Chippenham
& Johnston-Willis Hospitals, Inc.
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Colorado Health
Systems, Inc.
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Columbia ASC
Management, L.P.
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*
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Columbia
Jacksonville Healthcare System, Inc.
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Columbia
LaGrange Hospital, Inc.
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Columbia
Medical Center of Arlington Subsidiary, L.P.
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*
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Columbia
Medical Center of Denton Subsidiary, L.P.
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*
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Columbia
Medical Center of Las Colinas, Inc.
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Columbia
Medical Center of Lewisville Subsidiary, L.P.
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*
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Columbia
Medical Center of McKinney Subsidiary, L.P.
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*
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Columbia
Medical Center of Plano Subsidiary, L.P.
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*
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Columbia North
Hills Hospital Subsidiary, L.P.
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*
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Columbia Ogden
Medical Center, Inc.
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Columbia
Parkersburg Healthcare System, LLC
|
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Columbia Plaza
Medical Center of Fort Worth Subsidiary, L.P.
|
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*
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Columbia Polk
General Hospital, Inc.
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Columbia Rio
Grande Healthcare, L.P.
|
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*
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Columbia Valley
Healthcare System, L.P.
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*
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Columbia/Alleghany Regional Hospital,
Incorporated
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Columbia/HCA
John Randolph, Inc.
|
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Columbine
Psychiatric Center, Inc.
|
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Columbus
Cardiology, Inc.
|
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Conroe Hospital
Corporation
|
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Dallas/Ft.
Worth Physician, LLC
|
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Dauterive
Hospital Corporation
|
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Dublin
Community Hospital, LLC
|
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Eastern Idaho
Health Services, Inc.
|
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Edmond Regional
Medical Center, LLC
|
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Edward White
Hospital, Inc.
|
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El Paso
Surgicenter, Inc.
|
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Encino Hospital
Corporation, Inc.
|
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Fairview Park,
Limited Partnership
|
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*
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2
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By its
|
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By its
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By the General
|
|
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General
|
|
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Sole
|
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Partner of its
|
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Subsidiary Borrower
|
|
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Partner
|
|
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Member
|
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Sole Member
|
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Good Samaritan
Hospital, L.P.
|
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*
|
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Goppert-Trinity
Family Care, LLC
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Grand Strand
Regional Medical Center, LLC
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Green Oaks
Hospital Subsidiary, L.P.
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*
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Hamilton
Medical Center, Inc.
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HCA —
IT&S Field Operations, Inc.
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HCA —
IT&S Inventory Management, Inc.
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HCA Health
Services of Florida, Inc.
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HCA Health
Services of Louisiana, Inc.
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HCA Health
Services of Oklahoma, Inc.
|
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HCA Health
Services of Tennessee, Inc.
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HCA Health
Services of Virginia, Inc.
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HCA Management
Services, L.P.
|
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|
*
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HD&S Corp.
Successor, Inc.
|
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|
Health Midwest
Office Facilities Corporation
|
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|
Health Midwest
Ventures Group, Inc.
|
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*
|
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|
Hendersonville
Hospital Corporation
|
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Hospital
Corporation of Tennessee
|
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Hospital
Corporation of Utah
|
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Hospital
Development Properties, Inc.
|
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*
|
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|
HTI Memorial
Hospital Corporation
|
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Integrated
Regional Lab, LLC
|
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|
Integrated
Regional Laboratories, LLP
|
|
|
*
|
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|
|
JFK Medical
Center Limited Partnership
|
|
|
*
|
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|
Lakeland
Medical Center, LLC
|
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|
Lakeview
Medical Center, LLC
|
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|
Largo Medical
Center, Inc.
|
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|
Las Vegas
Surgicare, Inc.
|
|
|
|
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|
|
Lawnwood
Medical Center, Inc.
|
|
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|
Lewis-Gale
Hospital, Incorporated
|
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Lewis-Gale
Medical Center, LLC
|
|
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|
Lewis-Gale
Physicians, LLC
|
|
|
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|
Los Robles
Regional Medical Center
|
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|
3
|
|
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|
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|
By its
|
|
|
By its
|
|
|
By the General
|
|
|
|
|
|
|
General
|
|
|
Sole
|
|
|
Partner of its
|
|
|
|
Subsidiary Borrower
|
|
|
Partner
|
|
|
Member
|
|
|
Sole Member
|
|
|
|
Management
Services Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
Marietta
Surgical Center, Inc.
|
|
|
|
|
|
|
|
|
|
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|
|
Marion
Community Hospital, Inc.
|
|
|
|
|
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|
|
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|
|
Medical Centers
of Oklahoma, LLC
|
|
|
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|
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|
|
|
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|
|
Medical Office
Buildings of Kansas, LLC
|
|
|
|
|
|
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|
|
Memorial
Healthcare Group, Inc.
|
|
|
|
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|
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|
|
Midwest
Division — ACH, LLC
|
|
|
|
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|
|
|
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|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Montgomery
Regional Hospital, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
Mountain View
Hospital, Inc.
|
|
|
|
| |