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Title: |
Agency Agreement |
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Entities: |
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Date: |
2000 |
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Size: |
Preview shows 7KB of 23KB total |
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Price: |
$40 |
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ID: |
#314184 |
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AND
BANK ONE, NA, LONDON BRANCH
AS PAYING AGENT AND REGISTRAR
AND
CREDIT AGRICOLE INDOSUEZ LUXEMBOURG S.A.
AS PAYING AGENT AND TRANSFER AGENT
-------------------------------------------------
AGENCY AGREEMENT (8.75% NOTES DUE 2010)
DATED AS OF OCTOBER 25, 2000
-------------------------------------------------
{PAGE} 2
THIS AGREEMENT is made in London as of October 25, 2000 AMONG
(1) HCA - THE HEALTHCARE COMPANY (the "ISSUER"),
(2) BANK ONE, NA, LONDON BRANCH ("BANK ONE"), which shall act as paying
agent and registrar (hereinafter referred to in such respective
capacities as "PAYING AGENT" or "REGISTRAR," which expressions shall
include any successor or successors thereto), and
(3) CREDIT AGRICOLE INDOSUEZ LUXEMBOURG S.A., ("Credit Agricole") which
shall act as paying agent and transfer agent (hereinafter referred to
as "PAYING AGENT AND TRANSFER AGENT", which expression shall include
any successor or successors thereto).
WHEREAS, pursuant to the Underwriting Agreement Standard Provisions
(Debt Securities) dated October 25, 2000, which is incorporated into the
Underwriting Agreement (Terms) dated October 25, 2000, between the Issuer and
the Underwriters referred to therein (together, the "Underwriting Agreement"),
the Issuer has agreed to issue L.150,000,000 of its 8.75% Notes due 2010 (THE
"NOTES");
WHEREAS the Issuer wishes to appoint Bank One to act as Paying Agent
and Registrar and Credit Agricole as Paying Agent and Transfer Agent in relation
to the Notes upon the terms and conditions set forth in this Agreement and the
Schedules hereto.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS, INTERPRETATION
The following terms shall, unless the context otherwise requires, have
the respective meanings indicated below:
"AGENT(S)" means any of the Registrar, the Paying Agent or the Transfer
Agent.
"CONDITIONS" means the terms and conditions of the issue of the Notes,
as contained in the Global Note, the Prospectus dated August 5, 1999,
as supplemented by the Prospectus Supplement, dated October 25, 2000,
the Officer's Certificate related to the issue of the Notes dated
November 1, 2000 and the Indenture.
"GLOBAL NOTE" means the Global Note in the form of Schedule 1 attached
hereto.
"INDENTURE" means the Indenture dated as of December 16, 1993, as
supplemented on May 25, 2000 between the Issuer and Bank One Trust
Company, NA, the successor of the First National Bank of Chicago, as
Trustee (the "Trustee"), a copy of which is attached hereto as
Schedule 2.
-2-
{PAGE} 3
Terms not defined herein shall have the same meanings as are assigned
thereto in the Underwriting Agreement.
2. APPOINTMENTS
2.1 The Issuer hereby appoints Bank One to act as Paying Agent and
Registrar in respect of the Notes and Global Note.
2.2 Bank One hereby accepts such appointment and the resulting obligations,
and agrees to act in such capacities, on the terms and conditions set out in
this Agreement and the Schedules hereto. In particular, the Paying Agent agrees
to effect any publication of notices pursuant to the Conditions.
2.3 The Issuer hereby appoints Credit Agricole to act as Paying Agent and
Transfer Agent in respect of the Notes and Global Note.
2.4 Credit Agricole hereby accepts such appointment and the resulting
obligations, and agrees to act in such capacities, on the terms and conditions
set out in this Agreement and the Schedules hereto.
2.5 The obligations of the Agents are several and not joint.
3. THE NOTES
3.1 The Notes shall be represented by a permanent Global Note without
interest coupons as specified in the Conditions. The Global Note shall be
substantially in the form attached hereto as Schedule 1, in each case with such
changes as may be agreed between the Issuer and the Trustee. Individual Notes
shall not be issued.
3.2 Each Global Note shall be signed manually by a duly authorized officer
of the Issuer and dated November 1, 2000. Each Global Note shall be
authenticated manually by the Trustee and delivered to Bank One as common
depository for Euroclear System and Clearstream Banking, societe anonyme,
Luxembourg (hereinafter "Euroclear" and "Clearstream Luxembourg," respectively).
4. PAYING AGENCY
4.1 The Issuer shall remit the funds necessary for the payment of interest
on and principal of the Notes to the Paying Agent, in pounds Sterling, in
same-day funds, to such account at the Paying Agent in London as the Paying
Agent may from time to time specify (the "REDEMPTION ACCOUNT") on the Business
Day such payment is due, provided always that, if any due date shall not be a
Business Day, the Issuer shall make such transfer to the account of the Paying
Agent on the next succeeding Business Day (for the purposes of the Agreement,
Business Day shall have the same definition as Business Day contained in the
Prospectus Supplement).
-3-
{PAGE} 4
The Issuer hereby authorizes and directs the Paying Agent, from the amounts so
paid to, it to make payment of the principal of, and interest on, the Notes on
the due date for payment set forth in the Conditions and this Agreement. If
applicable, the Paying Agent will, from funds so received from the Issuer,
credit to the account of the Paying Agent the amounts of all such payments made
by it in accordance with the provisions of this Agreement.
The Issuer understands that it should confirm to the Paying Agent not later than
10:00 a.m. (London time) on the second Business Day before the relevant date for
such payment that it has issued irrevocable payment instructions for such
payment to be made. The Paying Agent shall contact the Issuer not later than ten
Business Days before the respective due date with regard to such payment. The
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