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EXHIBIT 4.1
HCA INC.
TO
BANK ONE TRUST COMPANY, N.A.,
TRUSTEE
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SECOND SUPPLEMENTAL INDENTURE
TO
INDENTURE OF COLUMBIA HEALTHCARE CORPORATION
Dated as of July 1, 2001
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Supplementing the Indenture, dated as of December 16, 1993, by and between
Columbia Healthcare Corporation and The First National Bank of Chicago, as
supplemented by the First Supplemental Indenture dated May 25, 2000, by and
between HCA - The Healthcare Company (successor-in-interest to Columbia
Healthcare Corporation) and Bank One Trust Company, N.A. (successor-in-interest
to The First National Bank of Chicago).
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THIS SECOND SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"),
dated as of July 1, 2001, by and among HCA Inc., a corporation duly organized
and existing under the laws of the State of Delaware ("HCA"), having its
principal offices at One Park Plaza, Nashville, Tennessee 37203, formerly known
as HCA - The Healthcare Company; and Bank One Trust Company, N.A., a national
banking association duly organized and existing under the laws of the United
States of America ("Bank One"), having its principal corporate trust offices in
the State of New York at 153 West 51st Street, New York, New York, 10019.
WHEREAS, Columbia Healthcare Corporation, a Delaware corporation, duly
executed and delivered to The First National Bank of Chicago, as trustee
("Trustee"), that certain Indenture, dated as of December 16, 1993 (the
"Indenture"), as supplemented by that certain First Supplemental Indenture dated
as of May 25, 2000 by and between HCA (then known as HCA - The Healthcare
Company) and Bank One (successor in interest to the Trustee); and relating to
the issuance from time to time of debentures, notes, bonds and other evidences
of indebtedness (collectively, the "Debt Securities");
WHEREAS, pursuant to the terms of that certain Certificate of Ownership
and Merger (the "Merger Certificate"), effective as of July 1, 2001, by and
between HCA (then known as HCA - The Healthcare Company) and its wholly-owned
subsidiary, HCA Inc., a Delaware corporation ("Merger Subsidiary"), Merger
Subsidiary was merged with and into HCA, for the sole purpose and with the sole
effect of changing HCA's name from HCA - The Healthcare Company to HCA Inc. (the
"Merger");
WHEREAS, Section 901(1) of the Indenture requires HCA to execute and
deliver a supplemental indenture to the Trustee providing for, among other
matters, the assumption by HCA of the due and punctual payment of the principal
of (and premium, if any), and interest on all the Debt Securities, according to
their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of the Indenture to be performed or observed by HCA;
WHEREAS, pursuant to Section 1001(1) of the Indenture, this
Supplemental Indenture may be executed and delivered by the Trustee and HCA (the
continuing corporation) without the consent of the Holders (as defined in the
Indenture) of the Debt Securities;
WHEREAS, the Board of Directors of HCA has authorized the execution of
this Supplemental Indenture and its delivery to the Trustee; and
WHEREAS, all acts and things necessary to make this Supplemental
Indenture the valid, binding and legal obligation of HCA in accordance with its
terms have been done.
NOW, THEREFORE, in consideration of the premises, it is mutually
covenanted and agreed for the equal and proportionate benefit of all Holders of
the Debt Securities as follows. Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Indenture.
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ARTICLE I.
ASSUMPTION OF HCA - THE HEALTHCARE COMPANY'S
OBLIGATIONS BY HCA INC.
Section 1.1 HCA, a corporation duly organized and validly existing
under the laws of the State of Delaware, hereby expressly assumes the due and
punctual payment of the principal of (and premium, if any) and interest on all
the Debt Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of the
Indenture to be performed or observed by HCA and shall otherwise succeed and be
substituted for HCA in the Indenture and in the Debt Securities with the same
effect as if HCA had been named therein as HCA.
Section 1.2 HCA hereby represents and warrants that, immediately after
giving effect to the Merger, no Event of Default, and no event which, after
notice or lapse of time, or both, would become an Event of Default, has occurred
or is continuing.
ARTICLE II.
MISCELLANEOUS
Section 2.1 The Indenture shall be deemed to be modified and amended as
herein provided, but, except as modified and amended by this Supplemental
Indenture, the Indenture shall continue in full force and effect.
Section 2.2 The Indenture, the First Supplemental Indenture and this
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.
Section 2.3 This Supplemental Indenture shall become effective at the
effective time of the Merger upon the execution and delivery hereof by each of
the parties hereto.
Section 2.4 The Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture, except the due and valid execution
hereof by the Trustee. The Trustee's execution of this Supplemental Indenture
should not be construed to be an approval or disapproval of the advisability of
the action taken by HCA (then known as HCA - The Healthcare Company) and Merger
Subsidiary with respect to the Merger.
Section 2.5 This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
Section 2.6 This Supplemental Indenture may be executed in any number
of counterparts each of which shall be an original, but all of which together
shall be deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and duly attested, all as of the day and year first above
written.
HCA Inc.
By: /s/ R. Milton Johnson
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R. Milton Johnson
Senior Vice President and Controller
(CORPORATE SEAL)
Attest
/s/ John M. Franck II
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By: John M. Franck II
Title: Vice President - Legal and Corporate Secretary
Bank One Trust Company, N.A.,
As Trustee
By: /s/ Sandra Whalen
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Name: Sandra Whalen
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Title: Vice President
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(CORPORATE SEAL)
Attest
/s/ Mary R. Fonti
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By: Mary R. Fonti
Title: Vice President
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STATE OF TENNESSEE )
)
COUNTY OF DAVIDSON )
Personally appeared before me, the undersigned, a Notary Public, R.
Milton Johnson, with whom I am personally acquainted, and who acknowledged that
he executed the within instrument for the purposes therein contained, and who
further acknowledged that he is the Senior Vice President and Controller of HCA
Inc., a Delaware corporation, and is authorized by the corporation to execute
this instrument on behalf of the corporation.
WITNESS my hand, at office, this 1st day of July, 2001.
/s/ Shirley E. Scharf
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Notary Public
My Commission Expires: My Commission Expires NOV. 30, 2002
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STATE OF NY )
)
COUNTY OF NY )
Personally appeared before me, the undersigned, a Notary Public, Sandra
Whalen, with whom I am personally acquainted, and who acknowledged that she
executed the within instrument for the purposes therein contained, and who
further acknowledged that she is the Vice President of Bank One Trust Company,
N.A., a national banking association, and is authorized by corporation to
execute this instrument on behalf of the corporation.
WITNESS my hand, at office, this 1st day of July, 2001.
/s/ Mark E. Davis
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Notary Public
My Commission Expires: 3/23/02
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MARK E. DAVIS
Notary Public, State of New York
Reg. No. 01DA6004466
Qualified in New York County
Commission Expires March 23, 2002
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