Hospital Corporation of America and Subsidiaries - Page 21

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          1992, at an annual rate of $6.25 per share or 12.5 percent.  The            
          Reorganization Agreement further required HealthTrust to pay PIK            
          dividends in class B preferred stock after September 30, 1992,              
          if, pursuant to the terms of HealthTrust's loan agreements,                 
          HealthTrust could not pay cash dividends.  (The Original                    
          Agreement had provided that the payment of PIK dividends on the             
          class B preferred stock would be optional.)                                 
               The Reorganization Agreement required HealthTrust to redeem            
          10 percent of the then outstanding Preferred Stock in each of               
          years 21 through year 30 following the Acquisition at the stated            
          liquidation value plus accrued but unpaid dividends.  HealthTrust           
          could elect to redeem the Preferred Stock prior to that time,               
          subject to paying a declining redemption premium in excess of the           
          stated liquidation value which did not apply after year 10.                 
          The Common Stock Warrants                                                   
               In furtherance of the reorganization, Drexel suggested that            
          HealthTrust sell Common Stock Warrants to investors as an                   
          inducement to them to acquire HealthTrust subordinated                      
          securities.  Subsequently, HCA Management agreed that HCAII would           
          receive Common Stock Warrants as part of its equity interest in             
          HealthTrust.  Ultimately, HealthTrust issued 19,551,724 Common              
          Stock Warrants as part of the reorganization.  HCAII acquired               
          17,741,379 Common Stock Warrants and institutional investors                
          procured the remaining 1,810,345.                                           






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