-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N4q698UYgZ3IHbdrG7PdVsvOVrkdnXkcwSItYd4m29iLEuy0eGX/oI5kxK4JVg+Q ZZPWLXluePADocLAqsbaFw== 0000950144-06-000918.txt : 20060208 0000950144-06-000918.hdr.sgml : 20060208 20060208115631 ACCESSION NUMBER: 0000950144-06-000918 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060203 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060208 DATE AS OF CHANGE: 20060208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCA INC/TN CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0324 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 06587808 BUSINESS ADDRESS: STREET 1: ONE PARK PLZ CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: HCA THE HEALTHCARE CO DATE OF NAME CHANGE: 20010419 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP DATE OF NAME CHANGE: 20000502 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ DATE OF NAME CHANGE: 19940314 8-K 1 g99502e8vk.htm HCA INC. - FORM 8-K HCA INC. - FORM 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2006 (February 3, 2006)
HCA INC.
 
(Exact name of registrant as specified in its charter)
         
Delaware   001-11239   75-2497104
         
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer
        Identification No.)
     
One Park Plaza, Nashville, Tennessee   37203
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (615) 344-9551
Not Applicable
 
(Former name or former address, if changed since last report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-1.2 UNDERWRITING AGREEMENT
EX-4.1 6.500% NOTE DUE 2016
EX-4.2 6.500% NOTE DUE 2016

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Item 1.01. Entry into a Material Definitive Agreement.
     On February 3, 2006, HCA Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (Terms) (the “Underwriting Agreement (Terms)”) with Citigroup Global Markets Inc. and Banc of America Securities LLC, acting on behalf of themselves and the several underwriters named therein (the “Underwriters”) in connection with the public offering (the “Offering”) by the Company of $1,000,000,000 aggregate principal amount of 6.500% Notes due 2016 (the “Notes”). The Underwriting Agreement (Terms) incorporates by reference into it that certain Underwriting Agreement Standard Provisions (Debt Securities) dated as of December 21, 2004 (the “Underwriting Agreement Standard Provisions” and together with the Underwriting Agreement (Terms), the “Underwriting Agreement”).
     Pursuant to the terms of the Underwriting Agreement, the Underwriters agreed to purchase from the Company, severally and not jointly, the respective principal amounts of the Notes set forth in the Underwriting Agreement at a purchase price of 98.445% of the aggregate principal amount of the Notes. The sale of the Notes to the Underwriters was completed on February 8, 2006. The Notes were registered with the Securities and Exchange Commission under a shelf-registration statement on Form S-3 (333-121520), as filed on December 22, 2004, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on April 21, 2005 (the “Registration Statement”).
     The aggregate net proceeds from the sale of the Notes, after deducting the underwriting discount and estimated expenses of the Offering, will be approximately $984 million. The Company intends to use the net proceeds of the Offering to repay amounts outstanding under the Company’s existing $1.0 billion short-term loan facility and to pay down amounts advanced under the revolving credit portion of the Company’s $2.5 billion credit facility.
     Certain of the Underwriters and their affiliates have provided, and in the future may continue to provide, investment banking, commercial banking and other financial services, including the provision of credit facilities, to the Company in the ordinary course of business for which they have received and will receive customary compensation. In addition, affiliates of some of the Underwriters are lenders under the Company’s existing $1.0 billion short-term loan facility and $2.5 billion credit facility.
     The description of the material terms of the Underwriting Agreement (Terms) is qualified in its entirety by reference to the full text of the Underwriting Agreement (Terms), which is filed as Exhibit 1.2 hereto and incorporated by reference herein. For a more detailed description of the Notes and the Offering, see “Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant” below.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
     On February 8, 2005, the Company executed global notes representing the Notes. The Notes were issued under an Indenture, dated December 16, 1993, as supplemented, between the Company and the Bank of New York, as successor trustee. The Notes will mature on February 15, 2016. Interest will be paid on the Notes on February 15 and August 15 of each year, beginning August 15, 2006 to holders of record on the February 1 and August 1 preceding a payment date.
     The Notes are the Company’s senior unsecured obligations and will rank equally with all of the Company’s other unsecured senior indebtedness from time to time outstanding. The Company may redeem the Notes at any time and at the redemption prices described therein. There will be no sinking fund for the Notes.
     The Notes will be issued in one or more global securities, held in the name of Cede & Co., the nominee of The Depository Trust Company, and will be delivered through the book entry system of The Depository Trust Company, Clearstream, Luxembourg or Euroclear.
     The description of the material terms of the Notes is qualified in its entirety by reference to the full text of the Notes, which are filed as Exhibits 4.1 and 4.2 hereto and incorporated by reference herein.

 

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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
         
Exhibit Number   Description
  1.1    
Underwriting Agreement Standard Provisions (Debt Securities) dated December 21, 2004, (filed as Exhibit 1 to the Company’s Registration Statement on Form S-3 (Registration Statement No. 333-121520) and incorporated herein by reference).
  1.2    
Underwriting Agreement (Terms) dated February 3, 2006 by and among the Company and the several Underwriters name therein.
  4.1    
6.500% Note due 2016 in the principal amount of $500,000,000.
  4.2    
6.500% Note due 2016 in the principal amount of $500,000,000.

 

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  HCA INC.
 		  
  By:   /s/ R. Milton Johnson    
    R. Milton Johnson   
    Executive Vice President and Chief Financial Officer   
 
Date: February 8, 2006

 

Table of Contents

EXHIBIT INDEX
         
Exhibit Number   Description
  1.1    
Underwriting Agreement Standard Provisions (Debt Securities) dated December 21, 2004, (filed as Exhibit 1 to the Company’s Registration Statement on Form S-3 (Registration Statement No. 333-121520) and incorporated herein by reference).
  1.2    
Underwriting Agreement (Terms) dated February 3, 2006 by and among the Company and the several Underwriters name therein.
  4.1    
6.500% Note due 2016 in the principal amount of $500,000,000.
  4.2    
6.500% Note due 2016 in the principal amount of $500,000,000.

 

EX-1.2 2 g99502exv1w2.txt EX-1.2 UNDERWRITING AGREEMENT EXHIBIT 1.2 UNDERWRITING AGREEMENT (TERMS) ---------------------- $1,000,000,000 6.500% Notes due 2016 ---------------------- February 3, 2006 HCA Inc. One Park Plaza Nashville, Tennessee 37203 Dear Sirs/Madams: The underwriters set forth below (the "Underwriters"), for which Citigroup Global Markets Inc. and Banc of America Securities LLC are acting as Managers (the "Managers"), understand that HCA Inc., a Delaware corporation (the "Company"), proposes to issue and sell $1,000,000,000 aggregate principal amount of its 6.500% Notes due 2016 (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 6.500% Notes due 2016 ---------------- Citigroup Global Markets Inc. $ 170,000,000 Banc of America Securities LLC 170,000,000 Deutsche Bank Securities Inc. 170,000,000 Wachovia Capital Markets, LLC 170,000,000 Mizuho International plc 60,000,000 Scotia Capital (USA) Inc. 60,000,000 SunTrust Capital Markets, Inc. 60,000,000 J.P. Morgan Securities Inc. 32,500,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated 32,500,000 BNY Capital Markets, Inc. 25,000,000 Calyon Securities (USA) Inc. 25,000,000
KeyBanc Capital Markets, a Division of McDonald Investments Inc. 25,000,000 ---------------- ================ Total $ 1,000,000,000 ================
The Underwriters will pay for the Offered Securities upon delivery thereof at the offices of Citigroup Global Markets Inc. or through the facilities of The Depository Trust Company at 10:00 a.m. (New York time) on February 8, 2006 (the "Closing Date"). The Offered Securities shall have the terms set forth in the Prospectus dated April 21, 2005, and the Prospectus Supplement dated February 3, 2006, including the following: Public Offering Price: 99.570% of principal amount Purchase Price: 98.445% of principal amount Underwriters' Discount: 1.125% Maturity Date: February 15, 2016 Interest Rate: 6.500% Interest Payment Dates: February 15 and August 15 of each year, commencing August 15, 2006. Interest accrues from February 8, 2006. Redemption Provisions: The Company may, at its option, redeem the Offered Securities at any time and from time to time, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount of the Offered Securities to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Offered Securities to be redeemed discounted to the date of redemption at the then current ten year treasury rate plus 30 basis points. Current Ratings: Standard & Poor's Ratings Service --BB+ Moody's Investors Service, Inc. -- Ba2
All provisions contained in the document entitled Underwriting Agreement Standard Provisions (Debt Securities), dated as of December 21, 2004, 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 2 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, (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, (IV) Section 1(b) shall be amended to provide that at the Execution Time, the Disclosure Package and the final term sheet prepared and filed pursuant to Section 6(j) hereto, when taken together as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to further provide that the preceding sentence does not apply to statements in or omissions from the Disclosure Package and the final term sheet based upon and in conformity with written information furnished to the Company by any Underwriter through the Managers specifically for use therein, (v) Section 1(c) shall be amended to insert "Disclosure Package and the Final" prior to Prospectus, (VI) Section 1(d) shall be amended to insert "Disclosure Package and the Final" prior to Prospectus, (VII) Section 1(l) shall be amended to insert "Disclosure Package and the Final" prior to each occurrence of the term Prospectus, (VIII) Section 1 shall be amended to add thereunto a new Section 1(x) to provide that at the Execution Time (with such date being used as the determination date for purposes of this Section 1(x)) the Company was or is (as the case may be) a "well-known seasoned issuer" as defined in Rule 405, (IX) Section 1 shall be amended to add thereunto a new Section 1(y) to provide that as of the Execution Time (with such date being used as the determination date for purposes of this Section 1(y)) the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer, (x) Section 1 shall be amended to add thereunto a new Section 1(z) to provide that each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 6(j) hereto do not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified; and to further provide that the foregoing sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Managers specifically for use therein, (XI) Section 5(c)(i) shall be amended to insert "Disclosure Package and the Final" prior to Prospectus, (XII) Section 5(c)(ii) shall be amended to insert "Disclosure Package and the Final" prior to Prospectus, (XIII) Section 5(c)(x) shall be amended to insert "Disclosure Package and the Final" prior to Prospectus, (XIV) Section 5(c)(xi)(A) shall be amended to include the statements in the Prospectus Supplement under the captions the "Description of the Notes", (XV) Section 5(c)(xii) shall be amended to insert "Disclosure Package and the Final" prior to Prospectus, (XVI) Section 5(c)(xvi) shall be amended to insert "Disclosure Package and the Final" prior to each occurrence of the term Prospectus, (XVII) Section 5(c)(xix) shall be added in its entirety to provide that such counsel has no reason to believe that the documents specified in a schedule to such counsel's letter, consisting of those included in the Disclosure Package and the final term sheet prepared and filed pursuant to Section 6(j) hereto, when taken together as a whole, as of the Execution Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading; and to further provide that such counsel may state that his belief is based upon his participation in the preparation of the Disclosure Package and the final term sheet, his consultation with other 3 officers of the Company who have participated in the preparation of the Disclosure Package and the final term sheet and upon his review and discussion of the contents thereof, but are without independent check or verification, except as specified, (XVIII) Section 5(e) shall be amended and restated to provide that (A) the Managers shall have received on February 3, 2006, a letter, dated such date, in form and substance satisfactory to the Managers, from the Company's independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Disclosure Package and the Final Prospectus and (B) on the Closing Date, the Manager's shall have received a letter, dated the Closing Date, in form and substance satisfactory to the Managers, from the Company's independent public accountants confirming their statements and conclusions as set forth in the comfort letter delivered to the Managers on February 3, 2006, (XIX) Section 5(e) shall be amended and restated to insert "Disclosure Package and the Final" prior to the term Prospectus, (XX) Section 5 shall be amended to add thereunto a new Section 5(f) to provide that the Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); the final term sheet contemplated by Section 6(j) hereto, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened, (XXI) Section 6 shall be amended to add thereunto a new Section 6(j) to provide that the Company covenants to prepare a final term sheet, containing solely a description of the Offered Securities, in a form approved by you and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule, (XXII) Section 6 shall be amended to add thereunto a new Section 6(k) to provide that the Company covenants if there occurs an event or development as a result of which the Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Managers so that any use of the Disclosure Package may cease until it is amended or supplemented, (XXIII) Section 6 shall be amended to add thereunto a new Section 6(l) to provide that the Company agrees that, unless it obtains the prior written consent of the Managers, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a "free writing prospectus" (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the final term sheet prepared and filed pursuant to Section 6(j) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto; to further provide that any such free writing prospectus consented to by the Managers or the Company is hereinafter referred to as a "Permitted Free Writing Prospectus;" and to further provide that the Company agrees that (A) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (B) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping, (XXIV) Section 7(a) shall be amended 4 to insert "any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 6(j) hereto" after Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto); and further amended to delete "provided, however, that the indemnity agreement contained in this paragraph (a) with respect to a preliminary prospectus or amended preliminary prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such losses, claims, damages and liabilities purchased the Offered Securities which are the subject thereof, if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give, if required by law to have been sent or given, a copy of the Prospectus (excluding the documents incorporated by reference therein) to such person in connection with the confirmation of the sale of such Offered Securities to such person and the untrue statement in or omission from such preliminary prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company with Section 6(a)", (XXV) Section 15 shall be added in its entirety to provide the following definitions: "Disclosure Package" shall mean (A) the Basic Prospectus, as amended and supplemented to the Execution Time, (B) the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto, and (C) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package; "Effective Date" shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or become effective; "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto; "Final Prospectus" shall mean the prospectus supplement relating to the Offered Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic Prospectus; "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405; and "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. As evidenced by the Company's countersignature of this Agreement, the Company hereby confirms its engagement of the services of Wachovia Capital Markets, LLC as, and hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter," within the meaning of Section (b)(15) of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc., with respect to the offering and sale of the Offered Securities. As compensation for the services of Wachovia Capital Markets, LLC hereunder as a "qualified independent underwriter," the Company agrees to pay Wachovia Capital Markets, LLC $1,000 on the Closing Date. Wachovia Capital Markets, LLC hereby represents and warrants to, and agrees with, the Company and the Underwriters that with respect to the offering and sale of the Offered Securities as described in the Prospectus and Prospectus Supplement: (i) Wachovia Capital Markets, LLC constitutes a "qualified independent underwriter" within the meaning of Section (b)(15) of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc.; 5 (ii) Wachovia Capital Markets, LLC has participated in the preparation of the Registration Statement, the Prospectus and the Prospectus Supplement and has exercised the usual standards of "due diligence" in respect thereto; (iii) Wachovia Capital Markets, LLC has undertaken the legal responsibilities and liabilities of an underwriter under the Securities Act of 1933, as amended, specifically including those inherent in Section 11 thereof; and (iv) Based upon (A) a review of the Company, including an examination of the Registration Statement, information regarding the earnings, assets, capital structure and growth rate of the Company and other pertinent financial and statistical data, (B) inquiries of and conferences with the management of the Company and its counsel and independent public accountants regarding the business and operations of the Company, (C) consideration of the prospects for the industry in which the Company competes, estimates of the business potential of the Company, assessments of its management, the general condition of the securities markets, market prices of the capital stock and debt securities of, and financial and operating data concerning, companies believed by Wachovia Capital Markets, LLC to be comparable to the Company with debt securities of maturity and seniority similar to the Offered Securities and the demand for securities of comparable companies similar to the Offered Securities, and (D) such other studies, analyses and investigations as Wachovia Capital Markets, LLC has deemed appropriate, and assuming that the offering and sale of the Offered Securities is made as contemplated herein and in the Prospectus and Prospectus Supplement, Wachovia Capital Markets, LLC recommends, as of the date of the execution and delivery of this Agreement, that the yield on the Offered Securities be not less than 6.559%, which minimum yield should in no way be considered or relied upon as an indication of the value of the Offered Securities. Wachovia Capital Markets, LLC hereby agrees with the Company and the Underwriters that, as part of its services hereunder, in the event of any amendment or supplement to either the Prospectus or the Prospectus Supplement, Wachovia Capital Markets, LLC will render services as a "qualified independent underwriter," in accordance with Rule 2710 of the Conduct Rules of the National Association of Securities Dealers, Inc., as such term is defined in Section (b)(15) of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. with respect to the offering and sale of the Offered Securities as described in either the Prospectus or the Prospectus Supplement, as so amended or supplemented, that are substantially the same as those services being rendered with respect to the offering and sale of the Offered Securities as described in the Prospectus and the Prospectus Supplement (including those described above). Without limitation and in addition to its obligations under the indemnification and contribution provisions of the Underwriting Agreement Standard Provisions (Debt Securities), which are incorporated herein by reference, the Company agrees to indemnify and hold harmless Wachovia Capital Markets, LLC and its affiliates, and each person, if any who controls Wachovia Capital Markets, LLC and its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or based upon Wachovia Capital Markets, LLC acting as a "qualified independent underwriter" 6 (within the meaning of Rule 2720 of the NASD's Conduct Rules) in connection with the offering contemplated by this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of Wachovia Capital Markets, LLC. The Company agrees to cooperate with Wachovia Capital Markets, LLC to enable it to perform the services contemplated by this Agreement. Please confirm your agreement by having an authorized officer sign a copy of this Underwriting Agreement in the space set forth below. [Signature Page Follows.] 7 Very truly yours, By: Citigroup Global Markets Inc. By: /s/ Anne Clarke Wolff ------------------------------- Name: Anne Clarke Wolff ------------------------------- Title: Managing Director ------------------------------- Acting on behalf of itself and the several Underwriters named herein. S-1 Very truly yours, By: Banc of America Securities LLC By: /s/ R. Sean Snipes --------------------------------- Name: R. Sean Snipes --------------------------------- Title: Managing Director --------------------------------- Acting on behalf of itself and the several Underwriters named herein. S-2 Very truly yours, By: Wachovia Capital Markets, LLC By: /s/ Steven J. Taylor ------------------------------------ Name: Steven J. Taylor ------------------------------------ Title: Managing Director ------------------------------------ Acting as "qualified independent underwriter" as set forth herein S-3 Accepted: HCA Inc. By: /s/ David G. Anderson ------------------------------------------ Name: David G. Anderson ------------------------------------------ Title: Senior Vice President and Treasurer ------------------------------------------ S-4 Schedule II Free Writing Prospectuses Issuer Free Writing Prospectus filed pursuant to Rule 433, supplementing the Preliminary Prospectus Supplement, dated February 3, 2006, Registration No. 333-121520, February 3, 2006. S-1 EX-4.1 3 g99502exv4w1.txt EX-4.1 6.500% NOTE DUE 2016 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. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Principal Amount R25 HCA INC. $500,000,000 6.500% NOTE DUE 2016 GLOBAL NOTE CUSIP 404119 AR 0 HCA Inc. (f/k/a HCA -- The Healthcare Company), a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as the nominee of DTC, or registered assigns, the principal amount of Five Hundred Million and No/100s Dollars ($500,000,000), on February 15, 2016 (the "Maturity Date") and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on February 15 and August 15 in each year (each, an "Interest Payment Date"), beginning on August 15, 2006, and at the Maturity Date specified above on said principal amount, at the rate of 6.500% per annum, from February 8, 2006 until payment of said principal amount has been made or duly provided for. 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 first day of 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 1 Person in whose name this Global Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest established by notice to the registered holders of the Notes (as hereinafter defined) not less than ten days preceding such 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, in The City of New York, New York, is not a day on which banking institutions are generally authorized or required by law or executive order to close. Both principal of and interest on this Global Note are payable in immediately available funds in any coin or currency of the United States of America, 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 The City of New York, New York, at the Corporate Trust Office of The Bank of New York, or at such other office or agency of the Company as the Company shall designate pursuant to the Indenture referred to elsewhere herein. This Global Note is 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 The Bank of New York, the successor to Bank One Trust Company, N.A., who was in turn 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, Certificate R25, along with Global Note, Certificate R26, together, represent a Global Security representing the entire principal amount of a series of Securities designated "6.500% Notes due 2016" (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 in whole or in part, at the option of the Company, at any time and from time to time prior to maturity. The redemption price shall equal the greater of (i) 100% of the principal amount of the Notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate (as defined below), plus 30 basis points. In such case, the Company will pay accrued and unpaid interest on the principal amount being redeemed to the date of redemption. "Treasury Rate" means, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding 2 week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the Remaining Life of the Notes to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third business day preceding the redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker and having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. "Comparable Treasury Price" means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all the quotations. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the third business day preceding the redemption date. "Reference Treasury Dealer" means each of Citigroup Capital Markets Inc. and Banc of America Securities LLC and their respective successors; provided however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute another Primary Treasury Dealer. "Remaining Life" means the maturity of a United States Treasury security selected by an Independent Investment Banker that is comparable to the remaining term of the Notes. The Company will mail notice of any redemption between 30 and 60 days preceding the redemption date to each Holder of the Notes to be redeemed. 3 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. 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 effected under the Indenture at any time 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. This Global Note shall be exchangeable for Securities registered in the names of Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as the Depositary or if at any time the Depositary ceases to be registered or in good standing under the United States Securities Exchange Act of 1934, as amended, and the Company fails to appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such event or (ii) the Company executes and delivers to the Trustee a Company Order that this Global Note shall be so exchangeable. To the extent that this Global Note is exchangeable pursuant to the preceding sentence, it shall be exchangeable for Notes registered in such names as the Depositary shall direct. 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. 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 4 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 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. 5 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated as of February 8, 2006 HCA INC. By: /s/ David G. Anderson -------------------------------------- Name: David G. Anderson Title: Senior Vice President--Finance and Treasurer Attest: /s/ John M. Franck II ---------------------------------- Name: John M. Franck II Title: Vice President-Legal and Corporate Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the series of Securities issued under the within-mentioned Indenture. THE BANK OF NEW YORK as Trustee By: /s/ Robert A. Massimillo ----------------------------------- Title: Vice President -------------------------------- 6 EX-4.2 4 g99502exv4w2.txt EX-4.2 6.500% NOTE DUE 2016 EXHIBIT 4.2 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. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Principal Amount R26 HCA INC. $500,000,000 6.500% NOTE DUE 2016 GLOBAL NOTE CUSIP 404119 AR 0 HCA Inc. (f/k/a HCA -- The Healthcare Company), a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., as the nominee of DTC, or registered assigns, the principal amount of Five Hundred Million and No/100s Dollars ($500,000,000), on February 15, 2016 (the "Maturity Date") and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on February 15 and August 15 in each year (each, an "Interest Payment Date"), beginning on August 15, 2006, and at the Maturity Date specified above on said principal amount, at the rate of 6.500% per annum, from February 8, 2006 until payment of said principal amount has been made or duly provided for. 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 first day of 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 1 Person in whose name this Global Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest established by notice to the registered holders of the Notes (as hereinafter defined) not less than ten days preceding such 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, in The City of New York, New York, is not a day on which banking institutions are generally authorized or required by law or executive order to close. Both principal of and interest on this Global Note are payable in immediately available funds in any coin or currency of the United States of America, 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 The City of New York, New York, at the Corporate Trust Office of The Bank of New York, or at such other office or agency of the Company as the Company shall designate pursuant to the Indenture referred to elsewhere herein. This Global Note is 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 The Bank of New York, the successor to Bank One Trust Company, N.A., who was in turn 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, Certificate R26, along with Global Note, Certificate R25, together, represent a Global Security representing the entire principal amount of a series of Securities designated "6.500% Notes due 2016" (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 in whole or in part, at the option of the Company, at any time and from time to time prior to maturity. The redemption price shall equal the greater of (i) 100% of the principal amount of the Notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate (as defined below), plus 30 basis points. In such case, the Company will pay accrued and unpaid interest on the principal amount being redeemed to the date of redemption. "Treasury Rate" means, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding 2 week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the Remaining Life of the Notes to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third business day preceding the redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker and having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. "Comparable Treasury Price" means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all the quotations. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the third business day preceding the redemption date. "Reference Treasury Dealer" means each of Citigroup Capital Markets Inc. and Banc of America Securities LLC and their respective successors; provided however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute another Primary Treasury Dealer. "Remaining Life" means the maturity of a United States Treasury security selected by an Independent Investment Banker that is comparable to the remaining term of the Notes. The Company will mail notice of any redemption between 30 and 60 days preceding the redemption date to each Holder of the Notes to be redeemed. 3 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. 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 effected under the Indenture at any time 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. This Global Note shall be exchangeable for Securities registered in the names of Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as the Depositary or if at any time the Depositary ceases to be registered or in good standing under the United States Securities Exchange Act of 1934, as amended, and the Company fails to appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such event or (ii) the Company executes and delivers to the Trustee a Company Order that this Global Note shall be so exchangeable. To the extent that this Global Note is exchangeable pursuant to the preceding sentence, it shall be exchangeable for Notes registered in such names as the Depositary shall direct. 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. 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 4 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 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. 5 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated as of February 8, 2006 HCA INC. By: /s/ David G. Anderson --------------------------------------- Name: David G. Anderson Title: Senior Vice President--Finance and Treasurer Attest: /s/ John M. Franck II ----------------------------------- Name: John M. Franck II Title: Vice President-Legal and Corporate Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the series of Securities issued under the within-mentioned Indenture. THE BANK OF NEW YORK as Trustee By: /s/ Robert A. Massimillo ---------------------------------- Title: Vice President ------------------------------- 6 -----END PRIVACY-ENHANCED MESSAGE-----