AMENDMENT No. 2 , dated as of March 2, 2009 (this ?Amendment?), to the Credit Agreement

Exhibit 4.8(c)

           AMENDMENT No. 2 , dated as of March 2, 2009 (this “ Amendment ”), to the Credit Agreement, dated as of November 17, 2006 (as amended on February 16, 2007, the “ Credit Agreement ”), among HCA Inc. (the “ Company ” or the “ Parent Borrower ”), HCA UK Capital Limited (the “ European Subsidiary Borrower ” and, collectively 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, JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as Co-Syndication Agents, Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Bookrunners, Deutsche Bank Securities Inc. and Wachovia Capital Markets LLC, as Joint Bookrunners, and Merrill Lynch Capital Corporation, as Documentation Agent. Capitalized terms used but not defined herein have the meanings provided in the Credit Agreement.

          WHEREAS, Section 14.1 of the Credit Agreement permits the Required Lenders or, with the consent of the Required Lenders, the Administrative Agent and/or the Collateral Agent, to enter into amendments, supplements or other modifications to the Credit Agreement and the other Credit Documents with the relevant Credit Parties;

          WHEREAS, the Credit Parties desire to amend the Credit Agreement and the other Credit Documents on the terms set forth herein;

          NOW, THEREFORE, in consideration of the premises and covenants 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 Amendments .

          (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical order:

          “ Additional General Intercreditor Agreement ” shall mean, in connection with any incurrence of any Future Secured Notes constituting First Lien Obligations, any agreement, in form reasonably satisfactory to the Administrative Agent, among the Collateral Agent, on behalf of the holders of such First Lien Obligations, and the collateral agent and authorized representatives (or either thereof if reasonably satisfactory to the Administrative Agent) for the holders of each of the Senior Second Lien Notes, the Additional Senior Second Lien Notes and any other Indebtedness secured on a pari passu basis with the Senior Second Lien Notes and the Additional Senior Second Lien Notes, in each case to the extent then outstanding, providing that the Liens securing such Senior Second Lien Notes, Additional Senior Second Lien Notes and any other Indebtedness secured on a pari passu basis with the Senior Second Lien Notes is subordinated to the Lien of the Collateral Agent for the benefit of the holders of such First Lien Obligations on substantially the same basis as is provided for with respect to the Lien securing the Obligations pursuant to the General Intercreditor Agreement.

          “ Additional Receivables Intercreditor Agreement ” shall mean, in connection with any incurrence of any Future Secured Notes constituting First Lien Obligations, any agreement, in form reasonably satisfactory to the Administrative Agent, between the Collateral Agent, on behalf of the holders of such First Lien Obligations, and the Receivables Collateral Agent providing that the Liens of the Collateral Agent for the benefit of the holders of such First Lien Obligations are junior to the Liens securing the obligations under the ABL Facility to substantially the same extent as the Liens securing the Obligations are junior to the Liens securing the obligations under the ABL Facility pursuant to the Receivables Intercreditor Agreement.

          “ Additional Senior Second Lien Notes ” shall mean the Parent Borrower’s $310,000,000 aggregate principal amount of 9.875% senior secured notes due 2017.

          “ First Lien Intercreditor Agreement ” shall mean the Intercreditor Agreement substantially in the form of Exhibit M among the Administrative Agent, the Collateral Agent and the representatives for purposes thereof for any other First Lien Secured Parties, as the same may be amended, supplemented, restated, modified, or waived from time to time in accordance with the terms thereof.

          “ First Lien Obligations ” shall mean the Obligations and the Future Secured Notes Obligations (other than any Future Secured Notes Obligations that are secured by a Lien ranking junior to the Lien securing the Obligations), collectively.

          “ First Lien Secured Parties ” shall mean the Secured Parties and the Future Secured Notes Secured Parties and any representative on their behalf for such purposes (other than the holders of any Future Secured Notes Obligations, and any such representative on their behalf, that are secured by a Lien ranking junior to the Lien securing the Obligations), collectively.

          “ Future Secured Notes ” shall mean senior secured notes (which notes may either have the same lien priority as the Obligations or may be secured by a Lien ranking junior to the Lien securing the Obligations) in each case issued by the Parent Borrower or a U.S. Guarantor, (a) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Tranche B-1 Term Loan Maturity Date (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default), (b) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Parent Borrower and the Subsidiaries than those in this Agreement; provided that a certificate of an Authorized Officer of the Parent Borrower delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Parent Borrower within

two Business Days after receipt of such certificate that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), and (c) of which no Subsidiary of the Parent Borrower (other than a U.S. Guarantor) is an obligor and which are not secured by any Collateral other than the U.S. Collateral.

          “ Future Secured Notes Documents ” shall mean any document or instrument issued or executed and delivered with respect to any Future Secured Notes by any Credit Party.

          “ Future Secured Notes Obligations ” shall mean, if any Future Secured Notes are issued, all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Future Secured Notes Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

          “ Future Secured Notes Secured Parties ” shall mean the holders from time to time of the Future Secured Notes Obligations.

          “ Second Amendment Date ” shall have the meaning assigned thereto in Section 4 hereof, which date occurred on March 2, 2009.

          (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “ Collateral Agent ” contained therein and replacing it with the following:

          “ Collateral Agent ” shall mean, with respect to references to such term in this Agreement and the European Security Documents, Bank of America, N.A., in its capacity as collateral agent for the Lenders under this Agreement in accordance with the terms of this Agreement, and with respect to references to such term in the U.S. Security Documents, Bank of America, N.A., in its capacity as collateral agent for the First Lien Secured Parties under the U.S. Security Documents in accordance with the terms of the U.S. Security Documents, or any successor collateral agent pursuant to any such document.

          (c) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “ Debt Incurrence Prepayment Event ” contained therein and replacing it with the following:

          “ Debt Incurrence Prepayment Event ” shall mean any issuance or incurrence by the Parent Borrower or any of the Restricted Subsidiaries of any Indebtedness (excluding any Indebtedness permitted to be issued or incurred under Section 10.1 other than Section 10.1(o) or Section 10.1(y)(i) ).

          (d) Section 1.1 of the Credit Agreement is hereby amended by changing the the proviso in the definition of “ Permitted Additional Debt ” as follows:

     (i) deleting the word “is” immediately following the words “Parent Borrower” on the first full line of such proviso;

     (ii) replacing the word “five” with “three” immediately after the words “at least”; and

     (iii) replacing the words “prior to such incurrence” with “within two Business Days after receipt of such certificate” immediately after the words “notifies the Parent Borrower”.

          (e) Section 1.1 of the Credit Agreement is hereby amended by deleting the word “and” in the definition of “Revaluation Date” immediately before clause (b) therein and inserting the following immediately prior to the period at the end of such definition:

“; and (c) in the case of Term Loans, (i) any date of prepayment of Term Loans pursuant to Section 5.2 and (ii) such other dates as the Administrative Agent may determine.

          (f) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “ U.S. Security Documents ” contained therein and replacing it with the following:

          “ U.S. Security Documents ” shall mean, collectively, (a) the U.S. Guarantee, (b) the U.S. Pledge Agreement, (c) the U.S. Security Agreement, (d) the Mortgages, (e) the Intercreditor Agreements, (f) the First Lien Intercreditor Agreement and (g) each other security agreement or other instrument or document executed and delivered pursuant to Section 9.11 , 9.12 or 9.14 or pursuant to any other such U.S. Security Documents or Future Secured Notes Documents to secure all of the Obligations.

          (g) Section 5.2 of the Credit Agreement is hereby amended by adding the following proviso at the end of clause (a)(i) of such Section:

“; provided that, with respect to the Net Cash Proceeds of an Asset Sale Prepayment Event, Casualty Event or Permitted Sale Leaseback, in each case solely to the extent with respect to any U.S. Collateral, the Parent Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Future Secured Notes with a Lien on the U.S. Collateral ranking pari passu with the Liens securing the Obligations to the extent any applicable Future Secured Notes Document requires the issuer of such Future Secured Notes to prepay or make an offer to purchase such Future Secured Notes with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of the Future Secured Notes with a Lien on the U.S. Collateral ranking pari passu with the Liens securing the Obligations and with respect to which such a requirement to prepay or make an offer to purchase exists and the denominator of which is the sum of the outstanding principal amount of such Future Secured Notes and the outstanding principal amount of Term Loans .”

          (h) Section 10.1 of the Credit Agreement is hereby amended by:

     (i) deleting the word “and” at the end of clause (w);

     (ii) deleting the period at the end of clause (x) and replacing it with “; and”

     (iii) adding the following clause (y) immediately after clause (x) of such Section:

     “(y) Indebtedness in respect of (i) Future Secured Notes to the extent that such Indebtedness is incurred no earlier than 90 days before the Second Amendment Date and the Net Cash Proceeds therefrom are, no later than three (3) Business Days (or on or before, at the Parent Borrower’s option, the Second Amendment Date, in the case of the Additional Senior Second Lien Notes) after the receipt thereof, applied to permanently repay Term Loans in accordance with Section 5.2 and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension (except for any original issue discount thereon and the amount of fees, expenses and premium in connection with such refinancing), (y) the direct and contingent obligors with respect to such Indebtedness are not changed and (z) such Indebtedness otherwise complies with clauses (a) and (b) of the definition of Future Secured Notes”.

          (i) Section 10.1 of the Credit Agreement is hereby amended by replacing the term “Obligations” with “First Lien Obligations” in the parenthetical in clause (y)(ii) of the final paragraph of such Section.

          (j) Section 10.2 of the Credit Agreement is hereby amended by deleting clause (a) contained therein in its entirety and replacing it with the following:

     “(a) Liens arising under (i) the Credit Documents securing the Obligations; (ii) the U.S. Security Documents securing Future Secured Notes Obligations that constitute First Lien Obligations permitted to be incurred under Section 10.1(y) ; provided that, in the case of this subclause (ii) , (A) the holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have delivered to the Collateral Agent an Additional First Lien Secured Party Consent (as defined in the U.S. Security Agreement), (B) the Parent Borrower shall have complied with the other requirements of Section 8.17 of the U.S. Security Agreement with respect to such Future Secured Notes Obligations, and (C) the Collateral Agent shall h