EXHIBIT 4.5
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
R11
HCA INC. $400,000,000
6.95% NOTE DUE 2012
GLOBAL NOTE
CUSIP 404119 AE 9
HCA Inc. (f/k/a 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 DTC, or registered assigns, the principal amount of Four
Hundred Million Dollars ($400,000,000), on May 1, 2012 (the "Maturity Date") and
to pay interest (computed on the basis of a 360-day year of twelve 30-day
months) on May 1 and November 1 in each year (each, an "Interest Payment Date"),
beginning on November 1, 2002, and at the Maturity Date specified above on said
principal amount, at the rate of 6.95% per annum, from April 26, 2002 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 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 or London 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 The Bank of New York, 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 The Bank of New York, the successor to Bank One
Trust Company, N.A., who was in turn 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,
Certificate R11, along with Global Note, Certificate R12, together represent a
Global Security representing the entire principal amount of a series of
Securities designated "6.95% Notes due 2012" (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 25 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 Deutsche Bank Securities Inc.
and J.P. Morgan Securities 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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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
effected 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 or (ii)
the Company executes and delivers to the Trustee a Company Order that this
Global Note shall be so exchangeable. 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
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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 April 26, 2002
HCA INC.
By: /s/ David G. Anderson
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Title: Senior Vice President - Finance and Treasurer
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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 series
of Securities issued under
the within mentioned Indenture.
THE BANK OF NEW YORK
as Trustee
By: /s/ Robert A. Massimillo
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