EXHIBIT 4.2(b)
(Face of Note)
CUSIP: 532195JAA2
10 3/4% Senior Subordinated Notes due 2009
No.:_______________________ $
Healthtrust, Inc.--The Hospital Company
promises to pay to ____________________________________________________________
or registered assigns,
the principal sum of __________________________________________________________
Dollars on May 15, 2009.
Interest Payment Dates: May 15 and November 15, commencing November 15, 1999.
Record Dates: May 1 and November 1.
Dated: ________________________
HEALTHTRUST, INC.--THE HOSPITAL
COMPANY
By: ___________________________
Name:
Title:
This is one of the
Notes referred to in the
within-mentioned Indenture:
CITIBANK N.A.,
as Trustee
By: ________________________________
Authorized Signatory
(Back of Note)
10 3/4% Senior Subordinated Notes due 2009
[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]
[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]
Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.
Obligor. Healthtrust, Inc.--The Hospital Company, a Delaware
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corporation ("Healthtrust"), is the initial obligor under this Note. Upon the
execution and delivery of the First Supplemental Indenture by the parties
thereto, LifePoint Hospitals, Inc., a Delaware corporation ("LifePoint"), will
become the obligor under this Note. Upon the America Group assets being validly
transferred to LifePoint, the execution and delivery of the First Supplemental
Indenture by Healthtrust, LifePoint and the Trustee and the execution and
delivery of the LifePoint Assumption Agreement to the Registration Rights
Agreement by Healthtrust and LifePoint, Healthtrust will be fully,
unconditionally and irrevocably released from all obligations hereunder. Upon
the execution and delivery of the Second Supplemental Indenture by the parties
thereto, LifePoint Hospitals Holdings, Inc., a Delaware corporation
("Holdings"), will become the obligor under this Note. Upon the America Group
assets being validly transferred to Holdings, the execution and delivery of the
Second Supplemental Indenture by LifePoint, Holdings and the Trustee and the
execution and delivery of the Holdings Assumption Agreement to the Registration
Rights Agreement by LifePoint, and Holdings, LifePoint will be fully,
unconditionally and irrevocably released from all obligations hereunder. For
purposes of this Note, the "Company" shall refer to any of Healthtrust or
LifePoint or Holdings, depending on which such company is then the obligor under
this Note.
1. Interest. The Company promises to pay interest on the principal
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amount of this Note at 10 3/4% per annum from May 11, 1999 until maturity and
shall pay the Additional Interest payable pursuant to Section 2.5 of the
Registration Rights Agreement referred to below. Holdings will pay interest and
Additional Interest semi-annually on May 15 and November 15 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of original issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be November 15, 1999. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand to the extent lawful at a rate that is 1% per annum in excess of
the rate then in effect; it shall pay interest (including post-petition interest
in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
2. Method of Payment. The Company will pay interest on the Notes
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(except defaulted interest) and Additional Interest to the Persons who are
registered Holders of Notes at the close of business on the May 1 or November 1
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to defaulted interest. Principal,
premium, if any, and interest and Additional Interest on the Notes will be
payable at the office or agency of the Company maintained for such purpose or,
at the option of the Company, payment of interest and Additional Interest may be
made by check mailed to the Holders of the Notes at their respective addresses
set forth in the register of Holders of Notes. Until otherwise designated by the
Company, the Company's office or agency in New York will be the office of the
Trustee maintained for such purpose. The Notes will be issued in denominations
of $1,000 and integral multiples thereof. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
3. Paying Agent and Registrar. Initially, Citibank N.A., the Trustee
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under the Indenture, will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.
4. Indenture and Subordination. The Company issued the Notes under
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an Indenture dated as of May 11, 1999 (as amended, the "Indenture") between the
Company and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code (S)(S) 77aaa-77bbbb) (the
"TIA"). The Notes are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of such terms. To the extent any provision
of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The payment of the
Notes will, to the extent set forth in the Indenture, be subordinated in right
of payment to the prior payment in full in cash of all Senior Indebtedness.
5. Optional Redemption. Except as set forth in the following
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paragraph, Holdings shall not have the option to redeem prior to May 15, 2004.
On or after May 15, 2004, the Notes will be subject to redemption at any time at
the option of Holdings, in whole or in part, upon not less than 30 nor more than
60 days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest, if any, and Additional
Interest thereon, if any, to the
applicable redemption date, if redeemed during the twelve-month period beginning
May 15 of the years indicated below (subject to the right of Holders of record
on relevant record dates to receive interest due on an Interest Payment Date):
Year Percentage
---- ----------
2004 105.375%
2005 103.583%
2006 101.792%
2007 and thereafter 100.000%
Notwithstanding the foregoing, at any time on or prior to May 15,
2002, Holdings may on any one or more occasions redeem up to 35% of the
aggregate principal amount of Notes originally issued under the Indenture within
60 days of one or more Qualified Equity Offerings with the net proceeds of such
offering at a redemption price of 110.75% of the principal amount thereof, plus
accrued and unpaid interest and Additional Interest thereon, if any, to the
redemption date (subject to the right of Holders of record on relevant record
dates to receive interest due on an Interest Payment Date); provided that, after
giving effect to any such redemption, at least 65% of the original aggregate
principal amount of the Notes plus 65% of the aggregate principal amount of any
Notes issued pursuant to a supplemental indenture remains outstanding (excluding
Notes held by Holdings and its Subsidiaries).
1. Mandatory Redemption. (a) Except as set forth in clause (b) and
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Paragraph 8, the Company shall not be required to make mandatory redemption
payments with respect to the Notes.
2. (b) The Notes will be redeemed by the Company, in whole but not in
part, on the date that is five Business Days following the date the Notes are
originally issued, at a redemption price of 101% of the principal amount
thereof, plus accrued and unpaid interest to the redemption date, if (i) the
Spin-Off Transactions have not been consummated and (ii) Holdings has not
executed and delivered a supplemental indenture assuming all the debt issued
under the Indenture, in each case, by the date that is five Business Days
following the date the Notes are originally issued. Notice of the mandatory
redemption will be mailed to each Holder of the Notes not less than one Business
Day prior to the redemption date. Such notice shall identify the Notes to be
redeemed (including "CUSIP" number(s)) and state (i) the redemption date, (ii)
the redemption price, (iii) the name and address of the Paying Agent, (iv) that
Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price, (v) that, unless the Company defaults in making such
redemption payment, interest on the
Notes shall cease to accrue on and after the redemption date and (vi) the
paragraph of the Notes pursuant to which the Notes are to be redeemed.
3. Repurchase at Option of Holder. (a) If a Change in Control shall
------------------------------
occur at any time, then each Holder of Notes will have the right to require that
Holdings purchase such Holder's Notes, in whole or in part in integral multiples
of $1,000, at a purchase price (the "Change in Control Purchase Price") in cash
in an amount ("Change in Control Payment") equal to 101% of the principal amount
thereof, plus accrued interest, if any, to the date of purchase (the "Change in
Control Purchase Date"), pursuant to the offer described below (the "Change in
Control Offer") and the other procedures set forth below.
4. Within 30 days following any Change in Control, Holdings shall notify
the Trustee thereof and give written notice of such Change in Control to each
Holder of Notes by first-class mail, postage prepaid, at the address of such
Holder appearing in the security register, describing the transaction or
transactions that constitute the Change in Control and stating, among other
things, (i) the Change in Control Purchase Price and the Change in Control
Purchase Date, which shall be a Business Day no earlier than 30 days nor more
than 60 days from the case such notice is mailed, or such later date as is
necessary to comply with requirements under the Exchange Act or any applicable
securities laws or regulations; (ii) that any Note not tendered will continue to
accrue interest; (iii) that, unless Holdings defaults in the payment of the
Change in Control Purchase Price, any Notes accepted for payment pursuant to the
Change in Control Offer shall cease to accrue interest after the Change in
Control Purchase Date; and (iv) certain procedures that a Holder of Notes must
follow to accept a Change in Control Offer or to withdraw such acceptance.
5. (b) When the aggregate amount of Excess Proceeds exceeds $7,500,000,
Holdings shall, within 30 Business Days, make an offer to purchase (an "Excess
Proceeds Offer") from all Holders of Notes, on a pro rata basis, in accordance
with the procedures set forth below, the maximum principal amount (expressed as
an integral multiple of $1,000) of Notes that may be purchased with the Excess
Proceeds. The offer price as to each Note shall be payable in cash in an amount
equal to 100% of the principal amount of such Note plus accrued interest, if
any, to the date such Excess Proceeds Offer is consummated ("Excess Proceeds
Payment"). To the extent that the aggregate principal amount of Notes tendered
pursuant to an Excess Proceeds Offer is less than the Excess Proceeds, Holdings
may use such deficiency for any lawful purposes not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes validly tendered and not
withdrawn by Holders thereof exceeds the Excess Proceeds, Notes to be purchased
will be selected on a pro rata basis. Notwithstanding the foregoing, if Holdings
is required to commence an Excess Proceeds Offer at any time when securities of
Holdings ranking pari passu in right of payment with the Notes are outstanding
and the terms of such securities provide that a similar offer must be made with
respect to such other securities, then the Excess Proceeds Offer for the Notes
shall be made concurrently with such other offers and securities of each issue
will be accepted on a pro rata basis in proportion to the aggregate principal
amount of securities of each
issue which the holders thereof elect to have purchased. Any Excess Proceeds
Offer will be made only to the extent permitted under, and subject to prior
compliance with, the terms of agreements governing Senior Indebtedness. Upon
completion of such Excess Proceeds Offer, the amount of Excess Proceeds shall be
reset to zero.
6. Upon the commencement of an Excess Proceeds Offer, Holdings shall
send, by first class mail, a notice to the Trustee and to each Holder at its
registered address. The notice shall contain all instructions and materials
necessary to enable such Holder to tender Notes pursuant to the Excess Proceeds
Offer. Any Excess Proceeds Offer shall be made to all Holders. The notice, which
shall govern the terms of the Excess Proceeds Offer, shall state: (i) that the
Excess Proceeds Offer is being made pursuant to Section 4.10 of the Indenture;
(ii) the Excess Proceeds Offer amount, the Excess Proceeds Payment and the date
on which Notes tendered and accepted for payment shall be purchased, which date
shall be at least 30 days and no later than 60 days from the date such notice is
mailed (the "Excess Proceeds Payment Date"); (iii) that any Note not tendered or
accepted for payment shall continue to accrete or accrue interest; (iv) that,
unless Holdings defaults in making such payment, any Note accepted for payment
pursuant to the Excess Proceeds Offer shall cease to accrete or accrue interest
after the Excess Proceeds Payment Date; (v) that Holders electing to have a Note
purchased pursuant to the Excess Proceeds Offer may only elect to have all of
such Note purchased and may not elect to have only a portion of such Note
purchased; (vi) that Holders electing to have a Note purchased pursuant to any
Excess Proceeds Offer shall be required to surrender the Note, with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Note
completed, or transfer by book-entry transfer, to Holdings, a depositary, if
appointed by Holdings, or the Paying Agent at the address specified in the
notice at least three days before the Excess Proceeds Payment Date; (vii) that
Holders shall be entitled to withdraw their election if Holdings, the depositary
or the Paying Agent, as the case may be, receives, not later than the Excess
Proceeds Payment Date, a notice setting forth the name of the Holder, the
principal amount of the Note the Holder delivered for purchase and a statement
that such ▇▇▇▇▇▇ is withdrawing his election to have such Note purchased; (viii)
that, if the aggregate principal amount of Notes surrendered by Holders exceeds
the Excess Proceeds Offer amount, Holdings shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by Holdings so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and (ix) that Holders whose
Notes were purchased only in part shall be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer).
7. Notice of Optional Redemption. Notice of redemption pursuant to
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Paragraph 6 of this Note will be mailed by first class mail at least 30 days but
not more than 60 days before the redemption date to each Holder of Notes to be
redeemed at its registered address. Notices of redemption may not be
conditional. Notes in denominations larger than $1,000 may be redeemed in part.
If any Note is to be redeemed in part only, the notice of redemption that
relates to such Note shall state the portion of the principal amount thereof to
be redeemed. A new Note in principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof
upon cancellation of the original Note. On and after the redemption date
interest ceases to accrue on Notes or portions thereof called for redemption.
8. Denominations, Transfer, Exchange. The Notes are in registered
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form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company or the Registrar is not required to
transfer or exchange any Note selected for redemption. Also, the Company or the
Registrar is not required to transfer or exchange any Notes for a period of 15
days before the mailing of a notice of redemption of Notes to be redeemed.
9. Persons Deemed Owners. The registered Holder of a Note may be
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treated as its owner for all purposes.
10. Amendment, Supplement and Waiver. Subject to certain exceptions,
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the Indenture, the Notes or the Note Guarantees may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes) and
any existing default or compliance with any provision of the Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes). Without the consent of any Holder of Notes, the Company and the
Trustee may amend or supplement the Indenture or the Notes: (i) to evidence the
succession of another Person to the Company, a Guarantor or any other obligor on
the Notes, and the assumption by any such successor of the covenants of the
Company or such obligor or Guarantor in the Indenture and in the Notes and in
any Note Guarantee in accordance with Article 5 of the Indenture; (ii) to add to
the covenants of the Company, any Guarantor or any other obligor upon the Notes
for the benefit of the Holders of the Notes or to surrender any right or power
conferred upon the Company or any other obligor upon the Notes, as applicable,
in the Indenture, in the Notes or in any Note Guarantee; (iii) to cure any
ambiguity, or to correct or supplement any provision in the Indenture, the Notes
or any Note Guarantee which may be defective or inconsistent with any other
provision in the Indenture, the Notes or any Note Guarantee or make any other
provisions with respect to matters or questions arising under the Indenture, the
Notes or any Note Guarantee; provided that, in each case, such provisions shall
not adversely affect the interest of the Holders of the Notes; (iv) to comply
with the requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the TIA; (v) to add a Guarantor under the
Indenture; (vi) to evidence and provide the acceptance of the appointment of a
successor Trustee under the Indenture; (vii) to mortgage, pledge, hypothecate or
grant a security interest in favor of the Trustee for the benefit of the Holders
of the Notes as additional security for the payment and performance of the
Company's and any Guarantor's obligations under
the Indenture, in any property, or assets, including any of which are required
to be mortgaged, pledged or hypothecated, or in which a security is required to
be granted to the Trustee pursuant to the Indenture or otherwise; or (viii) to
execute the First Supplemental Indenture, the Second Supplemental Indenture and
the Third Supplemental Indenture.
11. Defaults and Remedies. Each of the following is an "Event of
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Default": (i) default in the payment of any interest on any Note when it becomes
due and payable and continuance of such default for a period of 30 days; (ii)
default in the payment of the principal of, premium, if any, or Additional
Interest, if any, on any Note at its Maturity (upon acceleration, optional
redemption, mandatory redemption, required purchase or otherwise); (iii) default
in the performance, or breach, of the provisions described in Section 5.1 of the
Indenture, the failure to make or consummate a Change in Control Offer in
accordance with the provisions of Section 4.15 of the Indenture or the failure
to make or consummate an Excess Proceeds Offer in accordance with the provisions
of Section 4.10 of the Indenture; (iv) default in the performance, or breach, of
any covenant or warranty of Holdings or any Guarantor contained in the Indenture
or any Note Guarantee (other than a default in the performance, or breach, of a
covenant or warranty which is specifically dealt with in clauses (i), (ii) or
(iii) above) and continuance of such default or breach for a period of 30 days
after written notice shall have been given to Holdings by the Trustee or to
Holdings and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding; (v) (A) one or more defaults in the
payment of principal of or premium, if any, on Indebtedness of Holdings or any
Restricted Subsidiary aggregating $10,000,000 or more, when the same becomes due
and payable at the Stated Maturity thereof, and such default or defaults shall
have continued after any applicable grace period and shall not have been cured
or waived or (B) Indebtedness of Holdings or any Restricted Subsidiary
aggregating $10,000,000 or more shall have been accelerated or otherwise
declared due and payable, or required to be prepaid or repurchased (other than
by regularly scheduled required prepayment) prior to the Stated Maturity
thereof; (vii) one or more final, non-appealable judgments or orders shall be
rendered against Holdings or any Restricted Subsidiary for the payment of money,
either individually or in an aggregate amount, in excess of $10,000,000 (net of
any amounts that are fully covered by insurance) and shall not be discharged and
there shall have been a period of 60 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, was not in effect; (viii) any Note Guarantee of a Material Subsidiary
or group of Restricted Subsidiaries that, taken together, would constitute a
Material Subsidiary ceases to be in full force and effect or is declared null
and void or any Material Subsidiary or group of Restricted Subsidiaries that,
taken together, would constitute a Material Subsidiary denies that it has any
further liability under any Note Guarantee, or gives notice to such effect
(other than by reason of the termination of the Indenture or the release of any
such Note Guarantee in accordance with the Indenture); (ix) Holdings or any
Material Subsidiary or group of Restricted Subsidiaries that, taken together,
would constitute a Material Subsidiary pursuant to or within the meaning of
Bankruptcy Law: (A) commences a voluntary case, (B) consents to the entry of an
order for relief against it in an involuntary case, (C) consents to the
appointment of a custodian of it or for all or substantially all of its
property, (D) makes a general assignment for the benefit of its creditors, or
(E) shall admit in writing its inability to pay debts generally; or (x) a court
of competent jurisdiction enters an order or decree under any Bankruptcy Law
that: (A) is for relief against Holdings or any Material Subsidiary or group of
Restricted Subsidiaries that, taken together, would constitute a Material
Subsidiary in an involuntary case; (B) appoints a custodian of Holdings or any
Material Subsidiary or group of Restricted Subsidiaries that, taken together,
would constitute a Material Subsidiary or for all or substantially all of the
property of Holdings or any Material Subsidiary or group of Restricted
Subsidiaries that, taken together, would constitute a Material Subsidiary; or
(C) orders the liquidation of Holdings or any Material Subsidiary, or group of
Restricted Subsidiaries that, taken together, would constitute a Material
Subsidiary; and the order or decree remains unstayed and in effect for 60
consecutive days.
12. If an Event of Default (other than as specified in clauses (ix) or (x)
above) shall, occur and be continuing, the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Notes then outstanding, by written
notice to Holdings, may, and the Trustee, upon the written request of such
Holders, shall declare the principal of, premium, if any, and accrued interest
on all of the outstanding Notes immediately due and payable. Upon any such
declaration all such amounts payable in respect of the Notes shall become
immediately due and payable. If an Event of Default specified in paragraphs (ix)
or (x) above occurs and is continuing, then the principal of, premium, if any,
Additional Interest, if any, and accrued interest on all of the outstanding
Notes shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of Notes.
13. At any time after a declaration of acceleration, but before a judgment
or decree for payment of the money due has been obtained by the Trustee, the
Holders of a majority in aggregate principal amount of the outstanding Notes, by
written notice to Holdings and the Trustee, may rescind such declaration and its
consequences if (a) Holdings has paid or deposited with the Trustee a sum
sufficient to pay (i) all overdue interest and Additional Interest, if any, on
all outstanding Notes, (ii) all unpaid principal of and premium, if any, on any
outstanding Notes that has become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Notes, (iii) to the
extent that payment of such interest is lawful, interest upon overdue interest,
Additional Interest, if any, and overdue principal at the rate borne by the
Notes, (iv) all sums paid or advanced by the Trustee under the Indenture and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and (b) all Events of Default, other than the non-
payment of amounts of principal of, premium, if any, Additional Interest, if
any, or interest on the Notes that has become due solely by such declaration of
acceleration, have been cured or waived. No such rescission shall affect any
subsequent default or impair any right consequent thereon.
14. If an Event of Default occurs and is continuing, the Trustee may,
subject to Article 10 of the Indenture, pursue any available remedy to collect
the payment
of principal, premium, if any, Additional Interest, if any, and interest on the
Notes or to enforce the performance of any provision of the Notes or the
Indenture.
15. The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.
16. Trustee Dealings with Holdings. The Trustee, in its individual or
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any other capacity, may make loans to, accept deposits from, and perform
services for Holdings or its Affiliates, and may otherwise deal with Holdings or
its Affiliates, as if it were not the Trustee; however, if it acquires any
conflicting interest it must eliminate such conflict within 90 days, apply to
the Commission for permission to continue or resign.
17. No Recourse Against Others. A director, officer, employee,
--------------------------
incorporator or stockholder, of the Company or any Guarantor, as such, shall not
have any liability for any obligations of the Company or any Guarantor under the
Notes, the Indenture, the Note Guarantees, the Registration Rights Agreement or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.
18. Guarantees. Assuming certain conditions described in the
----------
Indenture have been satisfied, this Note will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture for a statement of the respective rights, limitations of
rights, duties and obligations thereunder of the Guarantors, the Trustee and the
Holders.
19. Authentication. This Note shall not be valid or obligatory until
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authenticated by the manual signature of the Trustee or an authenticating agent.
20. Abbreviations. Customary abbreviations may be used in the name of
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a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
21. Additional Rights of Holders of Notes. In addition to the rights
-------------------------------------
provided to Holders of Notes under the Indenture, Holders of Notes shall have
all the rights set forth in the Registration Rights Agreement dated as of the
date of the Indenture, between the Company and the parties named on the
signature pages thereof (the "Registration Rights Agreement").
22. CUSIP Numbers. Pursuant to a recommendation promulgated by the
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Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
23. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
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GOVERN AND BE USED TO CONSTRUE THIS NOTE.
24. Holdings will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to: LifePoint Hospitals Holdings, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇,
Attention: Chief Financial Officer.
ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to
(Insert assignee's soc. sec. or tax I.D. no.)
(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________________________
to transfer this Note on the books of Holdings. The agent may substitute another
to act for him.
Date: ____________________
Your Signature:________________
(Sign exactly as your name appears on the Note)
SIGNATURE GUARANTEE
Participant in a Recognized Signature
Guarantee Medallion Program
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by Holdings pursuant
to Section 4.10 or 4.15 of the Indenture, check the box below:
Section 4.10 Section 4.15
If you want to elect to have only part of the Note purchased by
Holdings pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $_______________________________
Date: Your Signature:
(Sign exactly as your name appears on the Note)
Tax Identification No: _________________________
SIGNATURE GUARANTEE
Participant in a Recognized Signature
Guarantee Medallion Program
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE/1/
The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:
Principal Amount
Date of Amount of Amount of of this Signature of
Exchange decrease in increase in Global Note authorized
-------- Principal Principal following such signatory of
Amount of Amount of decrease (or Trustee or
this Global Note this Global Note increase) Custodian
---------------- ---------------- --------- ---------
____________________________
/1./ This should be included only if the Note is issued in global form.
