Supplemental Indenture (this Supplemental Indenture), dated as of March 31, 2020, 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.
W I T N E S S E T H
WHEREAS, each of the Issuer and the Guarantors (as defined in the Sixth Supplemental Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture, dated as of August 1, 2011 (the Base Indenture), as supplemented by Supplemental Indenture No. 6, dated as of October 23, 2012 (the Sixth Supplemental Indenture), as further supplemented by Supplemental Indenture No. 17, dated as of December 9, 2016, and certain additional supplemental indentures to add additional Guarantors (the Base Indenture as so supplemented the Indenture), providing for the issuance of an unlimited aggregate principal amount of 4.75% Senior Secured Notes due 2023 (the Notes);
WHEREAS, the Sixth Supplemental Indenture provides that under certain circumstances a Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the Guarantee); and WHEREAS, pursuant to Section 9.01 of the Sixth Supplemental Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Sixth Supplemental Indenture.
(2) Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows:
(a) Along with all Guarantors party to the Indenture as of the date hereof and each other Guaranteeing Subsidiary, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Paying Agent, the Registrar and the Transfer Agent and their successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:
(i) the principal of and interest, premium on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and