EXHIBIT 1.2
UNDERWRITING AGREEMENT
(TERMS)
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$500,000,000
6.30% Notes due 2012
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September 18, 2002
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
Dear Sirs/Madams:
The underwriters set forth below (the "Underwriters"), for which
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America
Securities LLC are acting as Managers (the "Managers"), understand that HCA Inc.
(f/k/a HCA - The Healthcare Company, and previously Columbia/HCA Healthcare
Corporation), a Delaware corporation (the "Company"), proposes to issue and sell
$500,000,000 aggregate principal amount of its 6.30% Notes due 2012 (the
"Offered Securities"). The Offered Securities will be issued pursuant to the
provisions of an Indenture dated as of December 16, 1993, as supplemented (the
"Indenture"), between the Company and The Bank of New York, as successor trustee
(the "Trustee").
Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell and the Underwriters agree
to purchase, severally and not jointly, the respective principal amounts of the
Offered Securities set forth below opposite their names.
Principal Amount
of
Offered Securities
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Merrill Lynch, Pierce, Fenner & Smith Incorporated ............... $ 175,000,000
Banc of America Securities LLC ................................... 175,000,000
Goldman, Sachs & Co. ............................................. 25,000,000
Mizuho International plc ......................................... 25,000,000
Salomon Smith Barney Inc. ........................................ 25,000,000
SunTrust Capital Markets, Inc. ................................... 25,000,000
BNY Capital Markets, Inc. ........................................ 12,500,000
Fleet Securities, Inc. ........................................... 12,500,000
Scotia Capital (USA), Inc. ....................................... 12,500,000
Wachovia Securities, Inc. ........................................ 12,500,000
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Total.................................................... $ 500,000,000
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The Underwriters will pay for the Offered Securities upon delivery
thereof at the offices of Merrill Lynch, Pierce, Fenner & Smith Incorporated or
through the facilities of The Depository Trust Company at 10:00 a.m. (New York
time) on September 23, 2002 (the "Closing Date").
The Offered Securities shall have the terms set forth in the Prospectus
dated May 16, 2002, and the Prospectus Supplement dated September 18, 2002,
including the following:
Public Offering Price: 99.281% of principal amount
Purchase Price: 98.631% of principal amount
Underwriters' Discount: 0.650%
Maturity Date: October 1, 2012
Interest Rate: 6.30%
Interest Payment Dates: October 1 and April 1 of each year,
commencing April 1, 2003. Interest accrues
from September 23, 2002.
Redemption Provisions: The Company may, at its option, redeem the
Offered Securities at any time and from time
to time at the price described in the
Prospectus Supplement.
Current Ratings: Standard & Poor's Ratings Service--BBB-
Moody's Investors Service, Inc.-- Ba1
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All provisions contained in the document entitled Underwriting
Agreement Standard Provisions (Debt Securities), dated as of September 18, 2002,
a copy of which is attached hereto, are incorporated by reference in their
entirety herein and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein, except that (i)
if any term defined in such document is otherwise defined herein, the definition
set forth herein shall control, (ii) all references in such document to a type
of security that is not an Offered Security shall not be deemed to be a part of
this Agreement, and (iii) all references in such document to a type of agreement
that has not been entered into in connection with the transactions contemplated
hereby shall not be deemed to be a part of this Agreement.
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Please confirm your agreement by having an authorized officer sign a
copy of this Underwriting Agreement in the space set forth below.
Very truly yours,
Acting on behalf of themselves and the
several Underwriters named herein:
By: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: /s/ James D. Fortes
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Name: James D. Fortes
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Title: Managing Director
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By: Banc of America Securities LLC
By: /s/ Lily Chang
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Name: Lily Chang
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Title: Principal
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Accepted:
HCA Inc.
By: /s/ Keith M. Giger
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Name: Keith M. Giger
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Title: Vice President - Finance
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