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Exhibit 4.1
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF SUCH DEPOSITARY OR BY A
NOMINEE OF SUCH DEPOSITARY TO SUCH DEPOSITARY OR ANOTHER NOMINEE OF SUCH
DEPOSITARY OR BY SUCH DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR OF SUCH
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR.
THIS GLOBAL NOTE CONSTITUTES A LONGER TERM DEBT SECURITY ISSUED IN ACCORDANCE
WITH THE REGULATIONS MADE UNDER SECTION 4 OF THE BANKING ACT 1987. HCA - THE
HEALTHCARE COMPANY IS NOT AN AUTHORIZED INSTITUTION OR A EUROPEAN AUTHORIZED
INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING ACT 1987 (EXEMPT
TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND PAYMENT OF ANY
INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAVE NOT BEEN GUARANTEED.
Principal Amount
HCA - THE HEALTHCARE COMPANY L.150,000,000
8.75% NOTE DUE 2010
GLOBAL NOTE
ISIN: XS011985700-0
Common Code: 011985700
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HCA - The Healthcare Company, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company" or "HCA,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Bank One, NA, London
branch or its registered assigns or the common depositary for Euroclear and
Clearstream, Luxembourg (each defined herein) the principal amount of One
Hundred and Fifty Million Pounds Sterling (L.150,000,000) on November 1, 2010
(the "Maturity Date") and to pay interest on May 1 and November 1 (each, an
"Interest Payment Date") in each year, beginning on May 1, 2001, and at the
Maturity Date specified above on said principal amount, at the rate of 8.75% per
annum, from November 1, 2000 until payment of said principal amount has been
made or duly provided for. If interest is to be calculated for any period other
than from one scheduled interest payment date to the next interest payment date,
it will be calculated on the basis of the actual number of days elapsed from and
including the previous interest payment date or, if none, the date of issue,
divided by 365 (or, if any of the days elapsed fall in a leap year, by 366). The
interest so payable on any Interest Payment Date (other than at maturity) will
be paid to the Person in whose name this Global Note is registered at the close
of business on the fifteenth day of the month immediately preceding the month in
which such interest payment is due (a "Regular Record Date"), unless the Company
shall default in the payment of interest due on any such Interest Payment Date,
in which case such defaulted interest shall be paid to the Person in whose name
this Global Note is registered at the close of business on a date for the
payment of such defaulted interest established by notice to the registered
holders of the Notes not less than ten days preceding such date (a "Special
Record Date"). In any case where the date for any payment on the Notes is not a
Business Day, such payment shall be made on the next succeeding Business Day. A
Business Day is any day that is not a Saturday or Sunday and that is not a day
on which banking institutions are generally authorized or required by law or
executive order to close in The City of New York or London and, for any place of
payment outside of The City of New York and London, in such place of payment.
Both principal of and interest on this Global Note are payable in
immediately available funds in pounds Sterling, which at the time of payment is
legal tender for the payment of public and private debts. Payments of principal
and interest will be made in London at the office of Bank One, NA, London branch
and in Luxembourg at the office of Credit Agricole Indosuez Luxembourg S.A., or
at such other office or agency of the Company or its paying agent as the Company
shall designate pursuant to the Indenture referred to elsewhere herein. If,
prior to the maturity of this Global Note, the United Kingdom adopts the euro as
its lawful currency in accordance with the Treaty establishing the European
Communities, as amended by the Treaty on European Union, this Global Note will
be redenominated into euro, and the regulations of the European Commission
relating to the euro shall apply hereto. The circumstances and consequences
described in this paragraph will not entitle HCA, the Trustee or any holder of
or beneficial owner of interests in this Global Note to redeem early, rescind,
or receive notice relating to, the Notes, or repudiate the terms of this Global
Note or the Indenture, raise any other defense or request any compensation
claim, nor will such circumstances and consequences affect any of the other
obligations of HCA hereunder or under the Indenture.
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This Global Note is one of a duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness of the Company (the
"Securities"), of the series hereinafter specified, issued or to be issued under
an Indenture dated as of December 16, 1993, as supplemented, as may be amended
by indentures supplemental thereto (the "Indenture"), duly executed and
delivered by the Company to Bank One Trust Company, NA, the successor to The
First National Bank of Chicago, as Trustee (the "Trustee"), to which Indenture
reference is hereby made for a description of the respective rights and duties
thereunder of the Trustee, the Company and the holders of the Securities. The
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest at different rates, may have different conversion prices (if
any), may be subject to different redemption provisions, may be subject to
different sinking, purchase or analogous funds, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided. This Global Note is a global security representing the entire
principal amount of a series of Securities designated "8.75% Notes due 2010"
(the "Notes") issued under the Indenture. Unless otherwise provided herein, all
terms used in this Global Note, which are defined in the Indenture, shall have
the meanings assigned to them in the Indenture.
The Notes do not have a sinking fund.
The Notes may be redeemed by the Company prior to maturity, as a whole
or in part at any time after November 1, 2003. The redemption price shall equal
the greater of (i) 100% of the principal amount of such Notes and (ii) as
determined by the Calculation Agent, the price at which the Gross Redemption
Yield on the outstanding principal amount of the Notes on the Reference Date is
equal to the Gross Redemption Yield (determined by reference to the
middle-market price) at 3:00 p.m. (London time) on that date on the Benchmark
Gilt, plus 50 basis points, in either case, plus accrued and unpaid interest on
the Notes up to, but excluding the date specified as the redemption date.
"Gross Redemption Yield" means a yield calculated on the basis indicated by
the Joint Index and Classification Committee of
the Institute and Faculty of Actuaries as reported
in the Journal of the Institute of Actuaries, Vol.
105, Part 1, 1978, page 18 or on such other basis
as the Trustee may approve.
"Reference Date" means the date which is the first dealing day in
London prior to the publication of the notice of
redemption referred to below.
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"Benchmark Gilt" means the 5.75% Treasury Stock due December 7,
2009 or such other United Kingdom government stock
as the Calculation Agent may, with the advice of
three brokers and/or United Kingdom gilt-edged
market makers or such other three persons
operating in the United Kingdom gilt-edged market
as the Calculation Agent may determine from time
to time to be the most appropriate benchmark
United Kingdom government stock for the Notes.
"Calculation Agent" means Deutsche Bank AG London or any successor
entity.
The Company will give notice of any redemption between 30 and 60 days
preceding the redemption date to each holder of the Notes to be redeemed in
accordance with the notice provisions set forth herein.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Notes or
portions called for redemption.
In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become immediately due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture. The Indenture
provides that such declaration may in certain events be waived by the holders of
a majority in principal amount of the Notes then Outstanding.
All payments of principal and interest in respect of the Notes will be
without deduction or withholding for or on account of any present or future
taxes, duties, assessments or other governmental charges of whatsoever nature
imposed, levied, collected, withheld or assessed by the United States or any
political subdivision or taxing authority of or in the United States, unless
such withholding or deduction is required by law.
In the event such withholding or deduction is required by law, subject
to the limitations described below, HCA will pay as additional interest on the
Notes to the holder or beneficial owner of any Note who is a non-U.S. holder
such additional amounts ("Additional Amounts") as may be necessary in order that
every net payment by HCA or any paying agent of principal of or interest on the
Notes (including upon redemption), after deduction or withholding for or on
account of any present or future tax, duty, assessment or other governmental
charge imposed upon or as a result of such payment by the United States or any
political subdivision or taxing authority of or in the United States, will not
be less than the amount provided for in such Note to be then due and payable
before any such tax, duty, assessment or other governmental charge.
However, HCA's obligation to pay Additional Amounts shall not apply to:
(a) any tax, duty, assessment or other governmental charge which would not
have been so imposed but for:
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(1) the existence of any present or former connection between such
holder or beneficial owner (or between a fiduciary, settlor,
beneficiary, member or shareholder or other equity owner of,
or a person having a power over, such holder or beneficial
owner, if such holder or beneficial owner is an estate, a
trust, a limited liability company, a partnership, a
corporation or other entity) and the United States, including,
without limitation, such holder or beneficial owner (or such
fiduciary, settlor, beneficiary, member, shareholder or other
equity owner or person having such a power) being or having
been a citizen or resident or treated as a resident of the
United States or being or having been engaged in a trade or
business in the United States or being or having been present
in the United States or having had a permanent establishment
in the United States;
(2) the failure of such holder or beneficial owner to comply with
any requirement under United States tax laws and regulations
to establish entitlement to a partial or complete exemption
from such tax, duty, assessment or other governmental charge
(including, but not limited to, the requirement to provide
Internal Revenue Service Forms W-8BEN, Forms W-8ECI, or any
subsequent versions thereof or successor thereto); or
(3) such holder's or beneficial owner's present or former status
as a personal holding company or a foreign personal holding
company with respect to the United States, as a controlled
foreign corporation with respect to the United States, as a
passive foreign investment company with respect to the United
States, as a private foundation or other tax exempt
organization with respect to the United States or as a
corporation which accumulates earnings to avoid United States
federal income tax;
(b) any tax, duty, assessment or other governmental charge imposed by
reason of the holder or beneficial owner:
(1) owning or having owned, directly or indirectly, actually or
constructively, 10% or more of the total combined voting power
of all classes of HCA's stock,
(2) being a bank receiving interest described in section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended,
or
(3) being a controlled foreign corporation with respect to the
United States that is related to HCA by stock ownership;
(c) any tax, duty, assessment or other governmental charge which would not
have been so imposed but for the presentation by the holder or
beneficial owner of such Note for payment on a date more than 30 days
after the date on which such payment became due and payable or the date
on which payment of the Note is duly provided for and notice is given
to holders, whichever occurs later, except to the extent that the
holder or beneficial owner would have been entitled to such additional
amounts on presenting such Note on any date during such 30-day period;
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(d) any estate, inheritance, gift, sales, transfer, personal property,
wealth, interest equalization or similar tax, assessment or other
governmental charge;
(e) any tax, duty, assessment or other governmental charge which is payable
otherwise than by withholding from payment of principal of or interest
on such Note;
(f) any tax, duty, assessment or other governmental charge which is payable
by a holder that is not the beneficial owner of the Note, or a portion
of the Note, or that is a fiduciary, partnership, limited liability
company or other similar entity, but only to the extent that a
beneficial owner, a beneficiary or settlor with respect to such
fiduciary or member of such partnership, limited liability company or
similar entity would not have been entitled to the payment of an
additional amount had such beneficial owner, settlor, beneficiary or
member received directly its beneficial or distributive share of the
payment;
(g) any tax, duty, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of or
interest on any Note, if such payment can be made without such
withholding by any other paying agent; or
(h) any combination of items (a), (b), (c), (d), (e), (f) and (g).
For purposes of this section, the holding of or the receipt of any
payment with respect to a Note will not constitute a connection (1) between the
holder or beneficial owner and the United States or (2) between a fiduciary,
settlor, beneficiary, member or shareholder or other equity owner of, or a
person having a power over, such holder or beneficial owner, if such holder or
beneficial owner is an estate, a trust, a limited liability company, a
partnership, a corporation or other entity, and the United States.
For purposes of this section, "non-US holder" means a beneficial owner
of a Note who or which is not:
- a United States citizen or lawful permanent resident
individual;
- a corporation or partnership created or organized in or under
the laws of the United States or any State thereof (including the
District of Columbia);
- an estate if its income is subject to United States federal
income taxation regardless of its source; or
- a trust (1) that validly elects to be treated as a United
States person for United States federal income tax purposes or (2) (a)
the administration over which a U.S. court can exercise primary
supervision and (b) all of the substantial decisions of which one or
more United States persons has the authority to control.
Any reference in this Global Note to principal or interest shall be
deemed to refer also to Additional Amounts which may be payable under the
aforementioned provisions.
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HCA will pay all stamp and other duties, if any, which may be imposed
by the United States or any political subdivision thereof or taxing authority
therein with respect to the issuance of the Notes.
Except as specifically provided herein, HCA will not be required to
make any payment with respect to any tax, duty, assessment or other governmental
charge imposed by any government or any political subdivision or taxing
authority of or in the United States.
Unless previously redeemed or repurchased and cancelled, the Notes will
be payable at par, including Additional Amounts, if any, on November 1, 2010 or
such earlier date on which the applicable Notes shall be due and payable in
accordance with the terms and conditions of the applicable Notes. However, if
the maturity date of the Notes is not a Business Day, the Notes will be payable
on the next succeeding Business Day and no interest shall accrue for the period
from the maturity date to such payment date.
The Notes may be redeemed at HCA's option, in whole but not in part at
a redemption price equal to 100% of the principal amount of the Notes to be
redeemed, together with interest accrued and unpaid to the date fixed for
redemption, at any time, on giving not less than 30 nor more than 60 days'
notice in accordance with the notice provisions below, which notice shall be
irrevocable, if:
(a) HCA has or will become obliged to pay Additional Amounts as a result of
any change in or amendment to the laws, regulations or rulings of the United
States or any political subdivision or any taxing authority of or in the United
States affecting taxation, or any change in or amendment to an official
application, interpretation, administration or enforcement of such laws,
regulations or rulings, which change or amendment is announced or becomes
effective on or after November 1, 2000, or
(b) any action shall have been taken by a taxing authority, or any action
has been brought in a court of competent jurisdiction, in the United States or
any political subdivision or taxing authority of or in the United States,
including any of those actions specified in (a) above, whether or not such
action was taken or brought with respect to HCA, or any change, clarification,
amendment, application or interpretation of such laws, regulations or rulings
shall be officially proposed, in any such case on or after the date of the
prospectus supplement, which results in a substantial likelihood that HCA will
be required to pay Additional Amounts on the next interest payment date.
However, no such notice of redemption shall be given earlier than 90
days prior to the earliest date on which HCA would be, in the case of a
redemption for the reasons specified in (a) above, or there would be a
substantial likelihood that HCA would be, in the case of a redemption for the
reasons specified in (b) above, obligated to pay such Additional Amounts if a
payment in respect of the Notes were then due.
Prior to the publication of any notice of redemption pursuant to this
section, HCA will deliver to the Trustee:
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(1) a certificate signed by one of HCA's duly authorized officers stating
that is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to HCA's right
so to redeem have occurred, and
(2) a written opinion of independent legal counsel of recognized standing
to the effect that HCA has or will become obligated to pay such
Additional Amounts as a result of such change or amendment or that
there is a substantial likelihood that HCA will be required to pay such
Additional Amounts as a result of such action or proposed change,
clarification, amendment, application or interpretation, as the case
may be. Such notice, once delivered by HCA to the Trustee, will be
irrevocable.
This Global Note is registered in the name of a common depositary for
Clearstream Banking, societe anonyme, Luxembourg ("Clearstream, Luxembourg") and
Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear system ("Euroclear"). Investors may hold book-entry interests in this
Global Note through organizations that participate, directly or indirectly, in
Clearstream, Luxembourg and/or Euroclear system. Book-entry interests in the
Notes and all transfers relating to the Notes will be reflected in the
book-entry records of Euroclear and Clearstream, Luxembourg.
The policies of Clearstream, Luxembourg and Euroclear will govern
payments, transfers, exchange and other matters relating to the investor's
interest in securities held by them. HCA has no responsibility for any aspect of
the records kept by Clearstream, Luxembourg or Euroclear or any of their direct
or indirect participants. We also do not supervise these systems in any way.
The Company will issue to the holders Notes in fully certificated
registered form, only if (1) it advises the Trustee in writing that the
depositary is no longer willing or able to discharge its responsibilities
properly, and the Trustee or the Company is unable to locate a qualified
successor within 90 days; (2) an Event of Default has occurred and is continuing
under the Indenture; or (3) the Company, at its option, elects to terminate the
book-entry system. If any of the three above events occurs, the Trustee will
reissue the Notes in fully certificated registered form and will recognize the
registered holders of the certificated Notes as holders under the Indenture.
Except as provided in the immediately preceding paragraph, this Global
Note may not be transferred except as a whole by the depositary to a nominee of
such depositary or by a nominee of such depositary to such depositary or another
nominee of such depositary or by such depositary or any such nominee to a
successor of such depositary or a nominee of such successor.
In the event individual certificates for the Notes are issued, the
holders of such Notes will be able to receive payment on the Notes and effect
transfers of the Notes at the offices of the Luxembourg paying agent and
transfer agent. Pursuant to an Agency Agreement dated October 25, 2000, the
Company has appointed Credit Agricole Indosuez Luxembourg S.A. as paying agent
and transfer agent in Luxembourg with respect to the Notes in individual
certificated form. As long as the Notes are listed on the Luxembourg Stock
Exchange, HCA will maintain a paying agent in Luxembourg.
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Pursuant to an Agency Agreement dated October 25, 2000, Bank One, NA,
London branch, has also been appointed as a paying agent and registrar.
Unless and until the Company issues the Notes in fully certificated,
registered form, (1) holders will not be entitled to receive a certificate
representing the holders' interest in the Notes; (2) all references in this
Global Note to actions by holders will refer to actions taken by the depositary
upon instructions from their direct participants; and (3) all references in this
Global Note to payments and notices to holders will refer to payments and
notices to the depositary, as the registered holder of the Notes, for
distribution to holders in accordance with its policies and procedures.
While the Notes are represented by this Global Note deposited with the
common depositary for Euroclear and Clearstream, Luxembourg, notices to holders
may be given by delivery to Clearstream, Luxembourg and Euroclear and such
notices shall be deemed to be given on the date of delivery to Clearstream,
Luxembourg and Euroclear. The Trustee will mail notices by first class mail,
postage prepaid, to each registered holder's last known address as it appears in
the security register that the Trustee maintains. The Trustee will only mail
these notices to the registered holder of the Notes, unless HCA reissues the
Notes to holders or holders' nominees in fully certificated form.
In addition, if the Notes are listed on the Luxembourg Stock Exchange,
and the rules of the Luxembourg Stock Exchange require notice by publication,
the Trustee will publish notices regarding the Notes in a daily newspaper of
general circulation in Luxembourg. HCA expects that this newspaper will be the
Luxemburger Wort. If publication in Luxembourg is not practical, the Trustee
will publish these notices elsewhere in Europe. Published notices will be deemed
to have been given on the date they are published. If publication as described
above becomes impossible, then the Trustee may publish sufficient notice by
alternate means that approximate the terms and conditions described in this
paragraph.
Under New York's statute of limitations, any legal action to enforce
HCA's payment obligations evidenced by the Notes must be commenced within six
years after payment is due. Thereafter HCA's payment obligations will generally
become unenforceable.
The Company may from time to time, without notice to or the consent of
the registered holders of the Notes, create and issue further notes ranking
equally with the Notes in all respects (or in all respects other than the
payment of interest accruing prior to the issue date of such further notes or
except for the first payment of interest following the issue date of such
further notes). Such further notes may be consolidated and form a single series
with the Notes and have the same terms as to status, redemption or otherwise as
the Notes.
Several banks and other financial institutions have provided the
Company with a $1.2 billion credit facility under a term loan agreement dated as
of March 13, 2000, as amended. The Company will be in default under the Notes if
a default occurs under that agreement (as it may be amended, modified, extended,
renewed or replaced from time to time) and that default results in an
acceleration of the maturity of the Company's indebtedness under that agreement.
A declaration of the acceleration of the maturity of the Notes for this reason
is subject to annulment
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if the default that caused acceleration of the indebtedness under the term loan
agreement is cured or waived and the Trustee is given notice of the cure or
waiver within sixty (60) days of the declaration. The Company does not need the
consent of the holders of the Notes to enter into any amendment, modification,
extension, renewal or replacement of the term loan agreement. An acceleration of
the indebtedness under the term loan agreement will cease to constitute a
default following the time, if ever, as the Notes are rated Baa3 (or the
equivalent) or higher by Moody's and BBB- (or the equivalent) or higher by
Standard & Poor's. "Moody's" means Moody's Investors Service, Inc. and its
successors. "Standard & Poor's" means Standard and Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Securities of each series to be
affected under the Indenture by the Company and the Trustee with the consent of
the holders of not less than a majority in principal amount of the Outstanding
Securities of each series to be affected. It is also provided in the Indenture
that, prior to any declaration accelerating the maturity of the Notes as a
series, the holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding may, on behalf of the holders
of all of the Securities of such series, waive any past default with respect to
the Securities of such series under the Indenture and its consequences, except a
default in the payment of the principal of, or interest on, any of the
Securities of such series.
No reference herein to the Indenture and no provision of this Global
Note or of the Indenture (including the Company's right to defease and discharge
the Notes pursuant to Article Four and Article Fourteen of the Indenture) shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, and interest on, this Global Note at the
place, at the respective times, at the rate and in the coin or currency herein
prescribed.
Prior to due presentment for registration of transfer of this Global
Note, the Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the holder hereof as the absolute owner of this Global Note
(whether or not this Global Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment hereof or on account hereof (except as otherwise provided in the
Indenture), as herein provided, and for all other purposes, and neither the
Company nor the Trustee nor any Paying Agent nor any Security Registrar shall be
affected by any notice to the contrary. All payments made to or upon the order
of such holder shall, to the extent of the sum or sums paid, effectually satisfy
and discharge liability for moneys payable on this Global Note.
None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of this Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
No recourse for the payment of the principal of, or interest on, this
Global Note, or for any claims based hereon or otherwise in respect hereof, and
no recourse under or upon any obligation, covenant or agreement of the Company
in the Indenture or any indenture
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supplemental thereto, or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company, whether by virtue of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
Except as otherwise expressly provided in this Global Note, this Global
Note shall in all respects be entitled to all benefits, and subject to the same
terms and conditions, as definitive registered securities authenticated and
delivered under the Indenture.
The Indenture and this Global Note shall be governed by and construed
in accordance with the laws of the State of New York.
This Global Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated as of November 1, 2000 HCA - THE HEALTHCARE COMPANY
By: /s/ David G. Anderson
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Title: Senior Vice President-
Finance and Treasurer
Attest: /s/ John M. Franck II
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Title: Secretary
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the
series designated herein referred to
in the within-mentioned Indenture.
BANK ONE TRUST COMPANY, NA
as Trustee
By: /s/ Jason Landless
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Title: Assistant Vice President
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