TRIAD
EXHIBIT 4.2(b)
FORM OF NOTE
(Face of Note)
CUSIP: 89579VAA3
11% Senior Subordinated Notes due 2009
No.: $
Healthtrust, Inc.--The Hospital Company
promises to pay to
or registered assigns,
the principal sum of
Dollars on May 15, 2009.
Interest Payment Dates: May 15 and November 15, commencing November 15, 1999.
Record Dates: May 1 and November 1.
Dated:
HEALTHTRUST, INC.--THE HOSPITAL
COMPANY
By:_____________________________
Name:____________________________________________
Title:___________________________________________
This is one of the
Notes referred to in the
within-mentioned Indenture:
CITIBANK N.A.,
as Trustee
By:______________________________________________
Authorized Signatory
(Back of Note)
11% Senior Subordinated Notes due 2009
[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]
[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]
Capitalized terms used herein shall have the meanings assigned to them in
the
Indenture referred to below unless otherwise indicated.
1. Obligor. Healthtrust, Inc.--The Hospital Company, a Delaware
corporation ("Healthtrust"), is the initial obligor under this Note. Upon the
execution and delivery of the First Supplemental Indenture by the parties
thereto, Triad Hospitals, Inc., a Delaware corporation ("Triad"), will become
the obligor under this Note. Upon the Pacific Group assets being validly
transferred to Triad, the execution and delivery of the First Supplemental
Indenture by Healthtrust, Triad and the Trustee and the execution and delivery
of the Triad Assumption Agreement to the Registration Rights Agreement by
Healthtrust and Triad, Healthtrust will be fully, unconditionally and
irrevocably released from all obligations hereunder. Upon the execution and
delivery of the Second Supplemental Indenture by the parties thereto, Triad
Hospitals Holdings, Inc., a Delaware corporation ("Holdings"), will become the
obligor under this Note. Upon the Pacific Group assets being validly transferred
to Holdings, the execution and delivery of the Second Supplemental Indenture by
Triad, Holdings and the Trustee and the execution and delivery of the Holdings
Assumption Agreement to the Registration Rights Agreement by Triad, and
Holdings, Triad will be fully, unconditionally and irrevocably released from all
obligations hereunder. For purposes of this Note, the "Company" shall refer to
any of Healthtrust or Triad or Holdings, depending on which such company is then
the obligor underthis Note.
2. Interest. The Company promises to pay interest on the principal amount
of this Note at 11% per annum from May 11, 1999 until maturity and shall pay the
Additional Interest payable pursuant to Section 2(c) of the Registration Rights
Agreement referred to below. Holdings will pay interest and Additional Interest
semi-annually on May 15 and November 15 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
original issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be November 15, 1999. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time
on demand to the extent lawful at a rate that is 1% per annum in excess of the
rate then in effect; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest (without regard to any applicable grace periods) from time
to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
3. Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest to the Persons who are
registered Holders of Notes at the close of business on the May 1 or November 1
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to defaulted interest. Principal,
premium, if any, and interest and Additional Interest on the Notes will be
payable at the office or agency of the Company maintained for such purpose or,
at the option of the Company, payment of interest and Additional Interest may be
made by check mailed to the Holders of the Notes at their respective addresses
set forth in the register of Holders of Notes.
Until otherwise designated by the Company, the Company's office or agency in New
York will be the office of the Trustee maintained for such purpose. The Notes
will be issued in denominations of $1,000 and integral multiples thereof. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.
4. Paying Agent and Registrar. Initially, Citibank N.A., the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.
5. Indenture and Subordination. The Company issued the Notes under an
Indenture dated as of May 11, 1999 (as amended, the "Indenture") between the
Company and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code (S)(S) 77aaa-77bbbb) (the
"TIA"). The Notes are subject to all such terms, and Holders are
referred to the Indenture and the TIA for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
payment of the Notes will, to the extent set forth in the Indenture, be
subordinated in right of payment to the prior payment in full in cash of all
Senior Indebtedness.
6. Optional Redemption. Except as set forth in the following paragraph,
Holdings shall not have the option to redeem prior to May 15, 2004. On or after
May 15, 2004, the Notes will be subject to redemption at any time at the option
of Holdings, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest, if any, and Additional
Interest thereon, if any, to the applicable redemption date, if redeemed during
the twelve-month period beginning May 15 of the years indicated below (subject
to the right of Holders of record on relevant record dates to receive interest
due on an Interest Payment Date):
Year Percentage
2004 105.500%
2005 103.667%
2006 101.883%
2007 and thereafter 100.000%
Notwithstanding the foregoing, at any time on or prior to May 15, 2002,
Holdings may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes originally issued under the Indenture within 60 days
of one or more Qualified Equity Offerings with the net proceeds of such offering
at a redemption price of 111% of the principal amount thereof, plus accrued and
unpaid interest and Additional Interest thereon, if any, to the redemption date
(subject to the right of Holders of record on relevant record dates to receive
interest due on an Interest Payment Date); provided that, after giving effect to
any such redemption, at least 65% of the original aggregate principal amount of
the Notes plus 65% of the aggregate principal amount of any Notes issued
pursuant to a supplemental indenture remains outstanding (excluding Notes held
by Holdings and its Subsidiaries).
7. Mandatory Redemption. (a) Except as set forth in clause (b) and
Paragraph 8, the Company shall not be required to make mandatory redemption
payments with respect to the Notes.
(b) The Notes will be redeemed by the Company, in whole but not in part, on
the date that is five Business Days following the date the Notes are originally
issued, at a redemption price of 101% of the principal amount thereof, plus
accrued and unpaid interest to the redemption date, if (i) the Spin-Off
Transactions have not been consummated and (ii) Holdings has not executed and
delivered a supplemental indenture assuming all the debt issued under the
Indenture, in each case, by the date that is five Business Days following the
date the Notes are originally issued. Notice of the mandatory redemption will be
mailed to each Holder of the Notes not less than one Business Day prior to the
redemption date. Such notice shall identify the Notes to be redeemed (including
"CUSIP" number(s)) and state (i) the redemption date, (ii) the redemption price,
(iii) the name and address of the Paying Agent, (iv) that Notes called for
redemption must be surrendered to the Paying Agent to collect the redemption
price, (v) that, unless the Company defaults in making such redemption payment,
interest on the Notes shall cease to accrue on and after the redemption date and
(vi) the paragraph of the Notes pursuant to which the Notes are to be redeemed.
8. Repurchase at Option of Holder. (a) If a Change in Control shall occur
at any time, then each Holder of Notes will have the right to require that
Holdings purchase such Holder's Notes, in whole or in part in integral multiples
of $1,000, at a purchase price (the "Change in Control Purchase Price") in cash
in an amount ("Change in Control Payment") equal to 101% of the principal amount
thereof, plus accrued interest, if any, to the date of
purchase (the "Change in Control Purchase Date"), pursuant to the offer
described below (the "Change in Control Offer") and the other procedures set
forth below. Within 30 days following any Change in Control, Holdings shall
notify the Trustee thereof and give written notice of such Change in Control to
each Holder of Notes by first-class mail, postage prepaid, at the address of
such Holder appearing in the security register, describing the transaction or
transactions that constitute the Change in Control and stating, among other
things, (i) the Change in Control Purchase Price and the Change in Control
Purchase Date, which shall be a Business Day no earlier than 30 days nor more
than 60 days from the case such notice is mailed, or such later date as is
necessary to comply with requirements under the Exchange Act or any applicable
securities laws or regulations; (ii) that any Note not tendered will continue to
accrue interest; (iii) that, unless Holdings defaults in the payment of the
Change in Control Purchase Price, any Notes accepted for payment pursuant to the
Change in Control Offer shall cease to accrue interest after the Change in
Control Purchase Date; and (iv) certain procedures that a Holder of Notes must
follow to accept a Change in Control Offer or to withdraw such acceptance.
(b) When the aggregate amount of Excess Proceeds exceeds $10,000,000,
Holdings shall, within 30 Business Days, make an offer to purchase (an "Excess
Proceeds Offer") from all Holders of Notes, on a pro rata basis, in accordance
with the procedures set forth below, the maximum principal amount (expressed as
an integral multiple of $1,000) of Notes that may be purchased with the Excess
Proceeds. The offer price as to each Note shall be payable in cash in an amount
equal to 100% of the principal amount of such Note plus accrued interest, if
any, to the date such Excess Proceeds Offer is consummated ("Excess Proceeds
Payment"). To the extent that the aggregate principal amount of Notes tendered
pursuant to an Excess Proceeds Offer is less than the Excess Proceeds, Holdings
may use such deficiency for any lawful purposes not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes validly tendered and not
withdrawn by Holders thereof exceeds the Excess Proceeds, Notes to be purchased
will be selected on a pro rata basis. Notwithstanding the foregoing, if Holdings
is required to commence an Excess Proceeds Offer at any time when securities of
Holdings ranking pari passu in right of payment with the Notes are outstanding
and the terms of such securities provide that a similar offer must be made with
respect to such other securities, then the Excess Proceeds Offer for the Notes
shall be made concurrently with such other offers and securities of each issue
will be accepted on a pro rata basis in proportion to the aggregate principal
amount of securities of each issue which the holders thereof elect to have
purchased. Any Excess Proceeds Offer will be made only to the extent permitted
under, and subject to prior compliance with, the terms of agreements governing
Senior Indebtedness. Upon completion of such Excess Proceeds Offer, the amount
of Excess Proceeds shall be reset to zero.
Upon the commencement of an Excess Proceeds Offer, Holdings shall send, by
first class mail, a notice to the Trustee and to each Holder at its registered
address. The notice shall contain all instructions and materials necessary to
enable such Holder to tender Notes pursuant to the Excess Proceeds Offer. Any
Excess Proceeds Offer shall be made to all Holders.
The notice, which shall govern the terms of the Excess Proceeds Offer, shall
state: (i) that the Excess Proceeds Offer is being made pursuant to Section 4.10
of the Indenture; (ii) the Excess Proceeds Offer amount, the Excess Proceeds
Payment and the date on which Notes tendered and accepted for payment shall be
purchased, which date shall be at least 30 days and no later than 60 days from
the date such notice is mailed (the "Excess Proceeds Payment Date"); (iii) that
any Note not tendered or accepted for payment shall continue to accrete or
accrue interest; (iv) that, unless Holdings defaults in making such payment, any
Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to
accrete or accrue interest after the Excess Proceeds Payment Date; (v) that
Holders electing to have a Note purchased pursuant to the Excess Proceeds Offer
may only elect to have all of such Note purchased and may not elect to have only
a portion of such Note purchased; (vi) that Holders electing to have a Note
purchased pursuant to any Excess Proceeds Offer shall be required to surrender
the Note, with the form entitled "Option of Holder to Elect Purchase" on the
reverse of the Note completed, or transfer by book-entry transfer, to Holdings,
a depositary, if appointed by Holdings, or the Paying Agent at the address
specified in the notice at least three days before the Excess Proceeds Payment
Date; (vii) that Holders shall be entitled to withdraw their election if
Holdings, the depositary or the Paying Agent, as the case may be, receives, not
later than the Excess Proceeds Payment Date, a notice setting forth the name of
the Holder, the principal amount of the Note the Holder delivered for purchase
and a statement that such Holder is withdrawing his election to have such Note
purchased; (viii) that, if the aggregate principal amount of Notes surrendered
by Holders exceeds the Excess Proceeds Offer amount, Holdings shall select the
Notes to be purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by Holdings so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and (ix) that Holders whose
Notes were purchased only in part shall be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer).
9. Notice of Optional Redemption. Notice of redemption pursuant to
Paragraph 6 of this Note will be mailed by first class mail at least 30 days but
not more than 60 days before the redemption date to each Holder of Notes to be
redeemed at its registered address. Notices of redemption may not be
conditional. Notes in denominations larger than $1,000 may be redeemed in part.
If any Note is to be redeemed in part only, the notice of redemption that
relates to such Note shall state the portion of the principal amount thereof to
be redeemed. A new Note in principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Note. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption.
10. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The
Company or the Registrar is not required to transfer or exchange any Note
selected for redemption. Also, the Company or the Registrar is not required to
transfer or exchange any Notes for a period of 15 days before the mailing of a
notice of redemption of Notes to be redeemed.
11. Persons Deemed Owners. The registered Holder of a Note may be treated
as its owner for all purposes.
12. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture, the Notes or the Note Guarantees may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes) and
any existing default or compliance with any provision of the Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes). Without the consent of any Holder of Notes, the Company and the
Trustee may amend or supplement the Indenture or the Notes: (i) to evidence the
succession of another Person to the Company, a Guarantor or any other obligor on
the Notes, and the assumption by any such successor of the covenants of the
Company or such obligor or Guarantor in the Indenture and in the Notes and in
any Note Guarantee in accordance with Article 5 of the Indenture; (ii) to add to
the covenants of the Company, any Guarantor or any other obligor upon the Notes
for the benefit of the Holders of the Notes or to surrender any right or power
conferred upon the Company or any other obligor upon the Notes, as applicable,
in the Indenture, in the Notes or in any Note Guarantee; (iii) to cure any
ambiguity, or to correct or supplement any provision in the Indenture, the Notes
or any Note Guarantee which may be defective or inconsistent with any other
provision in the Indenture, the Notes or any Note Guarantee or make any other
provisions with respect to matters or questions arising under the Indenture, the
Notes or any Note Guarantee; provided that, in each case, such provisions shall
not adversely affect the interest of the Holders of the Notes; (iv) to comply
with the requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the TIA; (v) to add a Guarantor under the
Indenture; (vi) to evidence and provide the acceptance of the appointment of a
successor Trustee under the Indenture; (vii) to mortgage, pledge, hypothecate or
grant a security interest in favor of the Trustee for the benefit of the Holders
of the Notes as additional security for the payment and performance of the
Company's and any Guarantor's obligations under the Indenture, in any property,
or assets, including any of which are required to be mortgaged, pledged or
hypothecated, or in which a security is required to be granted to the Trustee
pursuant to the Indenture or otherwise; or (viii) to execute the First
Supplemental Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture.
13. Defaults and Remedies. Each of the following is an "Event of Default":
(i) default in the payment of any interest on any Note when it becomes due and
payable and
continuance of such default for a period of 30 days; (ii) default in the payment
of the principal of, premium, if any, or Additional Interest, if any, on any
Note at its Maturity (upon acceleration, optional redemption, mandatory
redemption, required purchase or otherwise); (iii) default in the performance,
or breach, of the provisions described in Section 5.1 of the Indenture, the
failure to make or consummate a Change in Control Offer in accordance with the
provisions of Section 4.15 of the Indenture or the failure to make or consummate
an Excess Proceeds Offer in accordance with the provisions of Section 4.10 of
the Indenture; (iv) default in the performance, or breach, of any covenant or
warranty of Holdings or any Guarantor contained in the Indenture or any Note
Guarantee (other than a default in the performance, or breach, of a covenant or
warranty which is specifically dealt with in clauses (i), (ii) or (iii) above)
and continuance of such default or breach for a period of 30 days after written
notice shall have been given to Holdings by the Trustee or to Holdings and the
Trustee by the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding; (v) (A) one or more defaults in the payment of principal
of or premium, if any, on Indebtedness of Holdings or any Restricted Subsidiary
aggregating $10,000,000 or more, when the same becomes due and payable at the
Stated Maturity thereof, and such default or defaults shall have continued after
any applicable grace period and shall not have been cured or waived or (B)
Indebtedness of Holdings or any Restricted Subsidiary aggregating $10,000,000 or
more shall have been accelerated or otherwise declared due and payable, or
required to be prepaid or repurchased (other than by regularly scheduled
required prepayment) prior to the Stated Maturity thereof; (vii) one or more
final, non-appealable judgments or orders shall be rendered against Holdings or
any Restricted Subsidiary for the payment of money, either individually or in an
aggregate amount, in excess of $10,000,000 (net of any amounts that are fully
covered by insurance) and shall not be discharged and there shall have been a
period of 60 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, was not in
effect; (viii) any Note Guarantee of a Material Subsidiary or group of
Restricted Subsidiaries that, taken together, would constitute a Material
Subsidiary ceases to be in full force and effect or is declared null and void or
any Material Subsidiary or group of Restricted Subsidiaries that, taken
together, would constitute a Material Subsidiary denies that it has any further
liability under any Note Guarantee, or gives notice to such effect (other than
by reason of the termination of the Indenture or the release of any such Note
Guarantee in accordance with the Indenture); (ix) Holdings or any Material
Subsidiary or group of Restricted Subsidiaries that, taken together, would
constitute a Material Subsidiary pursuant to or within the meaning of Bankruptcy
Law: (A) commences a voluntary case, (B) consents to the entry of an order for
relief against it in an involuntary case, (C) consents to the appointment of a
custodian of it or for all or substantially all of its property, (D) makes a
general assignment for the benefit of its creditors, or (E) shall admit in
writing its inability to pay debts generally; or (x) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for
relief against Holdings or any Material Subsidiary or group of Restricted
Subsidiaries that, taken together, would constitute a Material Subsidiary in an
involuntary case; (B) appoints a custodian of Holdings or any Material
Subsidiary or group of Restricted Subsidiaries that, taken together, would
constitute a Material Subsidiary or for all or
substantially all of the property of Holdings or any Material Subsidiary or
group of Restricted Subsidiaries that, taken together, would constitute a
Material Subsidiary; or (C) orders the liquidation of Holdings or any Material
Subsidiary, or group of Restricted Subsidiaries that, taken together, would
constitute a Material Subsidiary; and the order or decree remains unstayed and
in effect for 60 consecutive days.
If an Event of Default (other than as specified in clauses (ix) or (x)
above) shall, occur and be continuing, the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Notes then outstanding, by written
notice to Holdings, may, and the Trustee, upon the written request of such
Holders, shall declare the principal of, premium, if any, and accrued interest
on all of the outstanding Notes immediately due and payable. Upon any such
declaration all such amounts payable in respect of the Notes shall become
immediately due and payable. If an Event of Default specified in paragraphs (ix)
or (x) above occurs and is continuing, then the principal of, premium, if any,
Additional Interest, if any, and accrued interest on all of the outstanding
Notes shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of Notes.
At any time after a declaration of acceleration, but before a judgment or
decree for payment of the money due has been obtained by the Trustee, the
Holders of a majority in aggregate principal amount of the outstanding Notes, by
written notice to Holdings and the Trustee, may rescind such declaration and its
consequences if (a) Holdings has paid or deposited with the Trustee a sum
sufficient to pay (i) all overdue interest and Additional Interest, if any, on
all outstanding Notes, (ii) all unpaid principal of and premium, if any, on any
outstanding Notes that has become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Notes, (iii) to the
extent that payment of such interest is lawful, interest upon overdue interest,
Additional Interest, if any, and overdue principal at the rate borne by the
Notes, (iv) all sums paid or advanced by the Trustee under the Indenture and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and (b) all Events of Default, other than the non-
payment of amounts of principal of, premium, if any, Additional Interest, if
any, or interest on the Notes that has become due solely by such declaration of
acceleration, have been cured or waived. No such rescission shall affect any
subsequent default or impair any right consequent thereon.
If an Event of Default occurs and is continuing, the Trustee may, subject
to Article 10 of the Indenture, pursue any available remedy to collect the
payment of principal, premium, if any, Additional Interest, if any, and interest
on the Notes or to enforce the performance of any provision of the Notes or the
Indenture.
The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.
14. Trustee Dealings with Holdings. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for Holdings or its Affiliates, and may otherwise deal with Holdings or its
Affiliates, as if it were not the Trustee; however, if it acquires any
conflicting interest it must eliminate such conflict within 90 days, apply to
the Commission for permission to continue or resign.
15. No Recourse Against Others. A director, officer, employee, incorporator
or stockholder, of the Company or any Guarantor, as such, shall not have any
liability for any obligations of the Company or any Guarantor under the Notes,
the Indenture, the Note - Guarantees, the Registration Rights Agreement or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.
16. Guarantees. Assuming certain conditions described in the Indenture have
been satisfied, this Note will be entitled to the benefits of certain Guarantees
made for the benefit of the Holders. Reference is hereby made to the Indenture
for a statement of the respective rights, limitations of rights, duties and
obligations thereunder of the Guarantors, the Trustee and the Holders.
17. Authentication. This Note shall not be valid or obligatory until
authenticated by the manual signature of the Trustee or an authenticating agent.
18. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
19. Additional Rights of Holders of Notes. In addition to the rights
provided to Holders of Notes under the Indenture, Holders of Notes shall have
all the rights set forth in the Exchange and Registration Rights Agreement dated
as of the date of the Indenture, between the Company and the parties named on
the signature pages thereof (the "Registration Rights Agreement").
20. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
21. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS NOTE.
Holdings will furnish to any Holder upon written request and without charge
a copy of the Indenture and/or the Registration Rights Agreement. Requests may
be made to: Triad Hospitals Holdings, Inc., 13455 Noel Road, 20th Floor, Dallas,
Texas 75240, Telecopier No.: (972) 663-3945, Attention: Chief Financial Officer.
ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to
(Insert assignee's soc. sec. or tax I.D. no.)
(Print or type assignee's name, address and zip code)
and irrevocably appoint
to transfer this Note on the books of Holdings. The agent may substitute
another to act for him.
Date:________________________
Your Signature:__________________________________________
(Sign exactly as your name appears on the Note)
SIGNATURE GUARANTEE
Participant in a Recognized Signature
Guarantee Medallion Program
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by Holdings pursuant to
Section 4.10 or 4.15 of the Indenture, check the box below:
Section 4.10 Section 4.15
If you want to elect to have only part of the Note purchased by Holdings
pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:
$_______________________________
Date:___________________________ Your Signature:_________________________
(Sign exactly as your name appears on the Note)
Tax Identification No:_____________________
SIGNATURE GUARANTEE
Participant in a Recognized Signature
Guarantee Medallion Program
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE/1/
The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:
- -----------------------------------------------------------------------------------------------
Principal
Amount of Amount of Amount of this Signature of
decrease in increase in Global Note authorized
Principal Principal following such signatory of
Date of Amount of this Amount of this decrease Trustee or
Exchange Global Note Global Note (or increase) Custodian
- -------- ----------- ----------- ------------- ---------
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/1/ This should be included only if the Note is issued in global form.