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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
(hereinafter defined) 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.
R6 Principal Amount
$100,000,000
HCA - THE HEALTHCARE COMPANY
FLOATING RATE SENIOR NOTE DUE SEPTEMBER 19, 2002
GLOBAL NOTE
CUSIP 404119AB5
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 One Hundred Million Dollars ($100,000,000), on September 19, 2002
(the "Maturity Date"), and to pay interest thereon from September 19, 2000 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly in arrears on March 19, June 19, September 19 and
December 19 in each year, commencing December 19, 2000, at the rate of LIBOR
plus 1.50%, until the principal hereof is paid or made available for payment.
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The calculation agent, initially the Trustee (hereinafter defined),
will calculate the interest rate on this Global Note. The interest rate will be
equal to LIBOR plus 1.50%. The interest rate in effect for the period from
September 19, 2000 to December 19, 2000, the initial Interest Reset Date (as
defined below), will be LIBOR, as determined on September 14, 2000, plus 1.50%
(the "Initial Interest Rate"). The calculation agent will reset the interest
rate on each Interest Payment Date (each such day an "Interest Reset Date").
The second London Business Day (as defined below) preceding an Interest Reset
Date will be the "Interest Determination Date" for that Interest Reset Date.
The interest rate in effect on each day that is not an Interest Reset Date will
be the interest rate determined as of the Interest Determination Date
pertaining to the immediately preceding Interest Reset Date. The interest rate
in effect on any day that is an Interest Reset Date will be the interest rate
determined as of the Interest Determination Date pertaining to that Interest
Reset Date, except that the interest rate in effect for the period from and
including September 19, 2000 to the first Interest Reset Date will be the
Initial Interest Rate. The amount of interest payable for any period will be
computed on the basis of a 360-day year for the actual number of days elapsed.
If any Interest Payment Date (other than the Stated Maturity hereof) would
otherwise be a day that is not a Business Day, the Interest Payment Date will
be postponed to the next succeeding Business Day. If the Stated Maturity hereof
is not a Business Day, then payment of principal and interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), in each
case with the same force and effect as if made on such date. A "Business Day"
shall mean any day, except a Saturday, a Sunday or a legal holiday in the City
of New York on which banking institutions are authorized or required by law,
regulation or executive order to close; provided that the day is also a London
Business Day. "London Business Day" means any day on which dealings in United
States dollars are transacted in the London interbank market.
The calculation agent will determine "LIBOR" in accordance with the
following provisions:
(i) With respect to any Interest Determination Date, LIBOR will be
the rate for deposits in United States dollars having a maturity of three
months commencing on the first day of the applicable Interest Period that
appears on Telerate Page 3750 as of 11:00 a.m., London time, on that Interest
Determination Date. If no rate appears, LIBOR for that Interest Determination
Date will be determined in accordance with the provisions described in (ii)
below.
(ii) With respect to an Interest Determination Date on which no
rate appears on Telerate Page 3750, as specified in (i) above, the calculation
agent will request the principal London offices of each of four major reference
banks in the London interbank market, as selected by the calculation agent, to
provide the calculation agent with its offered quotation for deposits in United
States dollars for the period of three months, commencing on the first day of
the applicable Interest Period, to prime banks in the London interbank market
at approximately 11:00 a.m., London time, on that Interest Determination Date
and in a principal amount that is representative for a single transaction in
United States dollars in that market at that time. If at least two quotations
are provided, then LIBOR on that Interest Determination Date will be the
arithmetic mean of those quotations. If fewer than two quotations are provided,
then LIBOR on the Interest Determination Date will be the arithmetic mean of
the rates quoted at approximately
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11:00 a.m., in the City of New York, on the Interest Determination Date by
three major banks in the City of New York selected by the calculation agent for
loans in United States dollars to leading European banks, having a three-month
maturity and in a principal amount that is representative for a single
transaction in United States dollars in that market at that time; provided,
however, that if the banks selected by the calculation agent are not providing
quotations in the manner described by this sentence, LIBOR determined as of
that Interest Determination Date will be LIBOR in effect on that Interest
Determination Date.
"Telerate Page 3750" means the display designated as "Page 3750" on
Bridge Telerate, Inc., or any successor service, for the purpose of displaying
the London interbank rates of major banks for United States dollars.
"Interest Period" means the period from and including September 19,
2000, to, and excluding, the first Interest Payment Date thereafter and then
from, and including, the immediately preceding Interest Payment Date to which
interest has been paid or duly provided for to, but excluding, the next
Interest Payment Date or the Maturity hereof, as the case may be.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Global Note is registered at the close of business on
the Regular Record Date for such interest, which shall be the fifteenth
calendar day immediately preceding the Interest Payment Date (whether or not a
Business Day). Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date
and may either 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 to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Both principal of (and premium, if any) 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, 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 and
the terms upon which the Securities are, and are to be,
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authenticated and delivered. 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,
Certificate R6, along with Global Note, Certificate R5, together represent a
Global Security representing the entire principal amount of a series of
Securities designated "Floating Rate Senior Notes Due September 19, 2002" (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 are not redeemable. The Notes do not have a sinking fund.
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.
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.
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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.
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,
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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 September 19, 2000
HCA - THE HEALTHCARE COMPANY
By: /s/ Jack O. Bovender, Jr.
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Title: President and Chief Operating Officer
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Attest: /s/ John M. Franck II
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Title: Vice President-Legal and Corporate Secretary
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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/ Sandra Whalen
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Title: Authorized Officer
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