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Exhibit 4.1    
  


 
 

Pricing Agreement    
  


Salomon
Smith Barney Inc.

Banc of America Securities LLC

J.P. Morgan Securities Inc.,

    As Representatives of the several

    Underwriters named in Schedule I hereto,

    c/o Salomon Smith Barney Inc.

    388 Greenwich Street

New York, New York 10013 


January 23,
2003 


Ladies
and Gentlemen: 


        Tenet
Healthcare Corporation, a corporation organized under the laws of Nevada (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated March 4, 2002 (the "Underwriting Agreement"), between the Company on the one hand and Credit Suisse First Boston Corporation, Salomon Smith Barney Inc. and Banc of
America Securities LLC on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, 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; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the
date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless
otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each
of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth
at the end of Schedule II hereto. 


        An
amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now
proposed to be filed with the Commission. 


        Subject
to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. 


        If
the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters,
this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among 





 




Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. 



	 	 	Very truly yours,
	

 	
 	

TENET HEALTHCARE CORPORATION
	

 	
 	

By	

/s/  STEPHEN D. FARBER      
 Name: Stephen D. Farber

Title: Chief Financial Officer







	

Accepted as of the date hereof:	
 	

 
	

Salomon Smith Barney Inc.

Banc of America Securities LLC

J.P. Morgan Securities Inc.	
 	

 
	

By:	

Salomon Smith Barney Inc.	
 	

 
	

By	

/s/  GREGORY K. PARK       
 Name: Gregory K. Park

Title: Vice President	
 	

 
	

By:	

Banc of America Securities LLC	
 	

 
	

By	

/s/  CHARLES DITKOFF       
 Name: Charles Ditkoff

Title: Managing Director	
 	

 
	

By:	

J.P. Morgan Securities Inc.	
 	

 
	

By	

/s/  MARIA SRAMEK       
 Name: Maria Sramek

Title: Vice President	
 	

 
	

On behalf of the Underwriters






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SCHEDULE I    
  



	Underwriter
 
	 	Principal

Amount of

Designated

Securities

To be

Purchased

	Salomon Smith Barney Inc.	 	$	300,000,000
	Banc of America Securities LLC	 	 	200,000,000
	J.P. Morgan Securities Inc.	 	 	200,000,000
	Credit Suisse First Boston LLC	 	 	75,000,000
	The Bank of Nova Scotia	 	 	75,000,000
	SunTrust Capital Markets, Inc.	 	 	75,000,000
	UBS Warburg LLC	 	 	75,000,000
	 	Total	 	$	1,000,000,000
	 	 	






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SCHEDULE II    
  


Title of Designated Securities:  



7
3/8% Senior Notes due 2013. 




Aggregate principal amount:  



$1,000,000,000. 




Price to Public:  



97.868%
of the principal amount of the Designated Securities, plus accrued interest from January 28, 2003 to the date of delivery. 




Purchase Price by Underwriters:  



97.218%
of the principal amount of the Designated Securities, plus accrued interest from January 28, 2003 to the date of delivery. 




Form of Designated Securities:  



Book-entry
only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the
Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC. 




Specified funds for payment of purchase price:  



Same
day funds. 




Time of Delivery:  



January 28,
2003. 




Indenture:  



Indenture,
dated November 6, 2001, as amended, between the Company and The Bank of New York, as Trustee. 


Sixth
Supplemental Indenture, dated January 28, 2003, between the Company and The Bank of New York, as Trustee. 




Maturity:  



February 1,
2013. 




Interest Rate:  



7
3/8%. 




Interest Payment Dates:  



Payable
semi-annually on February 1 and August 1 of each year, commencing August 1, 2003. 



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Redemption Provisions:  



The
Notes are subject to redemption, in whole or in part, at any time, at the election of the Company upon not less than 30 nor more than 60 days' notice at a Redemption Price equal to the
Make-Whole Price. 


"Make-Whole
Price" means an amount equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (excluding accrued and unpaid interest to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined herein) plus 0.50%, plus, in each of cases (i) and (ii), accrued and unpaid
interest thereon to the Redemption Date. 


"Adjusted
Treasury Rate" means, with respect to any Redemption Date: (i) the yield, under the heading that represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated "H.15(519)" or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that 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 (if no maturity
is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the adjusted
Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounded to the nearest month); or (ii) 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 annum equal to the semi-annual 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 Adjusted 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 as 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 (the "Remaining Life"). 


"Comparable
Treasury Price" means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. 


"Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the Company. 


"Reference
Treasury Dealer" means (i) each of Salomon Smith Barney Inc., Banc of America Securities LLC and J.P. Morgan Securities Inc. and their respective successors; provided
that if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company will substitute therefor another Primary Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by the Company. 


"Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a 



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percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
preceding such Redemption Date. 


In
the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof. 




Sinking Fund Provisions:  



No
sinking fund provisions. 




Defeasance provisions:  



The
Notes shall be subject to the defeasance and discharge provisions of Section 1302 of the Indenture and the defeasance of certain obligations and certain events of default provisions of
Section 1303 of the Indenture. 




Closing location:  



Sullivan &
Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, California 90067 




Names and addresses of Representatives:  



	 	 	Designated Representatives:	Salomon Smith Barney Inc.

Banc of America Securities LLC

J.P. Morgan Securities Inc.
	

 	
 	

Address for Notices, etc.:	

Salomon Smith Barney Inc.

388 Greenwich Street

New York, New York 10013
	

 	
 	

 	

Banc of America Securities LLC

9 West 57th Street

New York, New York 10019
	

 	
 	

 	

J.P. Morgan Securities Inc.

277 Park Avenue

New York, New York 10172





Other Terms:  



For
purposes of Section 8 of the Underwriting Agreement, the only information furnished to the Company by or on behalf of the Underwriters through the Representatives specifically for inclusion
in the Prospectus Supplement is (i) the last paragraph on the cover page of the Prospectus Supplement regarding the delivery of the Designated Securities and (ii) the fourth, eighth and
ninth paragraphs under the caption "Underwriting" in the Prospectus Supplement. 



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Exhibit 4.1

Pricing Agreement

SCHEDULE I

SCHEDULE II