|
Exhibit
4.15
ASSIGNMENT AND ASSUMPTION
AGREEMENT
This Assignment and Assumption Agreement
is dated as of February 10, 1994, by and between HCA-Hospital
Corporation of America (“HCA”) and Columbia Healthcare
Corporation (“Columbia”).
WHEREAS, on October 2, 1993, HCA,
Columbia and CHOS Acquisition Corporation (“CHOS”)
entered into an Agreement and Plan of Merger (the “Merger
Agreement”) in which Columbia agreed to acquire HCA by means
of a merger of HCA and CHOS (the “Merger”).
WHEREAS, as a result of completion of
the Merger, each stockholder of HCA will receive for each share of
(i) HCA Class A Common Stock owned as of the effective
time of the Merger (the “Effective Time”) 1.05 shares
of the Common Stock, $.01 par value, of Columbia (the
“Columbia Common Stock”) and (ii) HCA Class B
Common Stock owned as of the Effective Time 1.05 shares of the
Nonvoting Common Stock, $.01 par value, of Columbia (the
“Columbia Nonvoting Common Stock”).
WHEREAS, HCA and certain of its
stockholders are parties to a Registration Rights Agreement, dated
as of March 16, 1989, as amended by (i) a First Amendment
to Registration Rights Agreement, dated as of April 20, 1992
and (ii) a Second Amendment to Registration Rights Agreement,
dated as of July 15, 1993 (such Agreement as so amended called
herein, collectively, the “RRA”).
WHEREAS, Section 7.18 of the Merger
Agreement provides that, as of the Effective Time, Columbia shall
assume all obligations of HCA under the RRA to provide for the
registration of the shares of Columbia Comm
|
