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EXHIBIT 4.2
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF SUCH DEPOSITARY OR BY A
NOMINEE OF SUCH DEPOSITARY TO SUCH DEPOSITARY OR ANOTHER NOMINEE OF SUCH
DEPOSITARY OR BY SUCH DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR OF SUCH
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
Principal Amount
R4
$350,000,000
HCA - THE HEALTHCARE COMPANY
8.750% NOTE DUE SEPTEMBER 1, 2010
GLOBAL NOTE
CUSIP 404119AA7
HCA - THE HEALTHCARE COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., as the nominee of The
Depository Trust Company, or registered assigns, the principal amount of Three
Hundred and Fifty Million Dollars ($350,000,000), on September 1, 2010 (the
"Maturity Date") and to pay interest (computed on the basis of a 360-day year of
twelve 30-day months) on March 1 and September 1 ("Interest Payment Date") in
each year, beginning on March 1, 2001, and at the Maturity Date specified above
on said principal amount, at the rate of 8.750% per annum, from August 23, 2000
until payment of said principal amount has been made or duly provided for. The
interest so payable on any Interest Payment Date (other than at maturity) will
be paid to the Person in whose name this Global Note is
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registered at the close of business on the fifteenth day of the month
immediately preceding the month in which such interest payment is due (a
"Regular Record Date"), unless the Company shall default in the payment of
interest due on any such Interest Payment Date, in which case such defaulted
interest shall be paid to the Person in whose name this Global Note is
registered at the close of business on a Special Record Date for the payment of
such defaulted interest established by notice to the registered holders of Notes
not less than ten days preceding such Special Record Date. In any case where the
date for any payment on the Notes is not a Business Day, such payment shall be
made on the next succeeding Business Day. A Business Day is any day that is not
a Saturday or Sunday and that, in The City of New York, New York is not a day on
which banking institutions are generally authorized or required by law or
executive order to close.
Both principal of and interest on this Global Note are payable in
immediately available funds in any coin or currency of the United States of
America, which at the time of payment is legal tender for the payment of public
and private debts. Payments of principal and interest will be made in The City
of New York, New York, at the Corporate Trust Office of Bank One Trust Company,
N.A., or at such other office or agency of the Company as the Company shall
designate pursuant to the Indenture referred to elsewhere herein.
This Global Note is one of a duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness of the Company (the
"Securities"), of the series hereinafter specified, issued or to be issued under
an Indenture dated as of December 16, 1993, as supplemented, as may be amended
by indentures supplemental thereto (the "Indenture"), duly executed and
delivered by the Company to Bank One Trust Company, N.A., the successor to The
First National Bank of Chicago, as trustee (the "Trustee"), to which Indenture
reference is hereby made for a description of the respective rights and duties
thereunder of the Trustee, the Company and the Holders of the Securities. The
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest at different rates, may have different conversion prices (if
any), may be subject to different redemption provisions, may be subject to
different sinking, purchase or analogous funds, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided. This Global Note is a Global Security representing the entire
principal amount of a series of Securities designated "8.750% Notes due
September 1, 2010" (the "Notes") issued under the Indenture. Unless otherwise
provided herein, all terms used in this Global Note, which are defined in the
Indenture, shall have the meanings assigned to them in the Indenture.
The Notes do not have a sinking fund.
The Notes may be redeemed as a whole or in part at any time by the
Company prior to maturity. The redemption price shall equal the greater of (i)
100% of the principal amount of such Notes and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below),
plus 50 basis points, plus, in each case, accrued interest thereon to the date
of redemption.
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"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker and 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. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Trustee after consultation with us.
"Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding the redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if the release (or any successor release) is not
published or does not contain the prices on that business day, (a) the average
of the Reference Treasury Dealer Quotations for the redemption date, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if
the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the
average of all the quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding the redemption date.
"Reference Treasury Dealer" means each of Chase Securities Inc.,
Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Salomon Smith Barney Inc. and their respective successors; provided however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Company
shall substitute another Primary Treasury Dealer.
The Company will mail notice of any redemption between 30 and 60 days
preceding the redemption date to each holder of the Notes to be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Notes or
portions called for redemption.
In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, immediately due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture. The Indenture
provides that such declaration may in certain events be waived by the Holders of
a majority in principal amount of the Notes then Outstanding.
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Several banks and other financial institutions have provided the
Company with a $1.2 billion credit facility under a term loan agreement dated as
of March 13, 2000, as amended. The Company will be in default under the Notes if
a default occurs under that agreement (as it may be amended, modified, extended,
renewed or replaced from time to time) and that default results in an
acceleration of the maturity of the Company's indebtedness under that agreement.
A declaration of the acceleration of the maturity of the Notes for this reason
is subject to annulment if the default that caused acceleration of the
indebtedness under the agreement is cured or waived. The Company does not need
the consent of the holders of the Notes to enter into any amendment,
modification, extension, renewal or replacement of the term loan agreement. Such
cross-default will no longer be applicable following the time, if ever, as the
Notes are rated Baa3 (or the equivalent) or higher by Moody's and BBB- (or the
equivalent) or higher by Standard & Poor's. "Moody's" means Moody's Investors
Service, Inc. and its successors. "Standard & Poor's" means Standard and Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc., and its
successors.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
outstanding Securities of each series to be affected. It is also provided in the
Indenture that, prior to any declaration accelerating the maturity of the Notes
as a series, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding may on behalf of the Holders
of all of the Securities of such series waive any past default with respect to
the Securities of such series under the Indenture and its consequences, except a
default in the payment of the principal of, or interest on, any of the
Securities of such series.
No reference herein to the Indenture and no provision of this Global
Note or of the Indenture (including the Company's right to defease and discharge
the Notes pursuant to Article Four and Article Fourteen of the Indenture) shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, and interest on, this Global Note at the
place, at the respective times, at the rate and in the coin or currency herein
prescribed.
This Global Note shall be exchangeable for Securities registered in the
names of Persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as
the Depositary or if at any time the Depositary ceases to be registered or in
good standing under the United States Securities Exchange Act of 1934, as
amended, and the Company fails to appoint a successor Depositary within 90 days
after the Company receives such notice or becomes aware of such event, (ii) the
Company executes and delivers to the Trustee a Company Order that this Global
Note shall be so exchangeable or (iii) there shall have occurred and be
continuing an Event of Default, or an event which, with the giving of notice or
the lapse of time, or both, would constitute an Event of Default, with respect
to the Notes. To the extent that this Global Note is exchangeable pursuant to
the preceding sentence, it shall be exchangeable for Notes registered in such
names as the Depositary shall direct.
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Except as provided in the immediately preceding paragraph, this Global
Note may not be transferred except as a whole by the Depositary to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor.
Prior to due presentment for registration of transfer of this Global
Note, the Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the Holder hereof as the absolute owner of this Global Note
(whether or not this Global Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment hereof or on account hereof (except as otherwise provided in the
Indenture), as herein provided, and for all other purposes, and neither the
Company nor the Trustee nor any Paying Agent nor any Security Registrar shall be
affected by any notice to the contrary. All payments made to or upon the order
of such Holder shall, to the extent of the sum or sums paid, effectually satisfy
and discharge liability for moneys payable on this Global Note.
None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of this Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
No recourse for the payment of the principal of, or interest on, this
Global Note, or for any claims based hereon or otherwise in respect hereof, and
no recourse under or upon any obligation, covenant or agreement of the Company
in the Indenture or any indenture supplemental thereto or in any Note or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company, whether by virtue of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
Except as otherwise expressly provided in this Global Note, this Global
Note shall in all respects be entitled to all benefits, and subject to the same
terms and conditions, as definitive registered securities authenticated and
delivered under the Indenture.
The Indenture and this Global Note shall be governed by and construed
in accordance with the laws of the State of New York.
This Global Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated as of August 23, 2000 HCA - THE HEALTHCARE COMPANY
By: /s/ David G. Anderson
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Title: Senior Vice President - Finance and
Treasurer
Attest: /s/ John M. Franck II
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Title: Corporate Secretary
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities
of the series designated herein
referred to in the within-
mentioned Indenture.
BANK ONE TRUST COMPANY, N.A.
as Trustee
By: /s/ Michael D. Pinzon
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