Exhibit 4.2
CUSIP NO. 421915 EB1 PRINCIPAL AMOUNT
$250,000,000
HEALTH CARE PROPERTY INVESTORS, INC.
6.45% SENIOR NOTES DUE JUNE 25, 2012
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN 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, UNLESS AND UNTIL
IT IS EXCHANGED FOR SECURITIES IN DEFINITIVE FORM AS AFORESAID, MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ITS NOMINEE TO A SUCCESSOR DEPOSITARY OR ITS
NOMINEE.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS
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, SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (the
"Company," which term shall include any successor under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of Two Hundred and Fifty Million
Dollars ($250,000,000) on June 25, 2012, and to pay interest thereon from June
25, 2002, or from the most recent interest payment date on which interest has
been paid or duly provided for, semi-annually in arrears on June 25 and December
25 of each year (or if such date is not a Business Day, on the next Business Day
thereafter) (each, an "Interest Payment Date"), commencing December 25, 2002, at
the rate of 6.45% per annum, until the entire principal amount hereof is paid or
duly provided for. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Holder in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the Regular Record Date for such
interest, which shall be June 10th or December 10th whether or not a Business
Day, as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date, and may either be paid to the
Holder in whose name this Note (or one or more predecessor Notes) 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 Notes
of this series not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. Payments of principal, premium, if any, and interest in
respect of this Note will be made by the Company in immediately available funds.
Payment of the principal of and interest on this Note shall be payable
at the Corporate Trust Office of The Bank of New York, located at 101 Barclay
Street, Floor 21 W, New York, New York 10286 or at such other office or agency
of the Company maintained for that purpose in The City of New York, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that, at the
option of the Company, interest may be paid by check mailed to the address of
the Person entitled thereto as such address shall appear on the Security
Register or by transfer to an account maintained by the payee with a bank
located in the United States; and, provided, further, that so long as this Note
is registered in the name of DTC or its nominee, principal and interest payments
will be paid to DTC or its nominee, as the Holder, by wire transfer in same-day
funds.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature of one of its authorized signatories, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal this 25th day of June, 2002.
Health Care Property Investors, Inc.,
a Maryland corporation
By: /s/ Kenneth B. Roath
-------------------------------------------
Name: Kenneth B. Roath
Title: President and Chief Executive Officer
Attest:
By: /s/ Edward J. Henning
---------------------------------------
Name: Edward J. Henning
Title: Senior Vice President, General Counsel
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.
The Bank of New York, as Trustee
By: /s/ Authorized Signatory
-------------------------------------
Authorized Signatory
Dated: June 25, 2002
-------------------------------------
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued as a series of securities under an
indenture dated as of September 1, 1993 (the "Indenture"), between the Company
and The Bank of New York, as trustee (the "Trustee," which term includes any
successor trustee under the Indenture with respect to the Notes), to which
Indenture and all indentures supplemental thereto, reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is the duly authorized series designated as the "6.45%
Senior Notes due June 25, 2012," originally limited (subject to exceptions
provided in the Indenture) in aggregate principal amount to $250,000,000;
however, from time to time, without giving notice or seeking consent of the
holders of the Notes, the Company may issue additional Notes of this series
having the same ranking, interest rate and maturity and other terms as the
Notes. All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Notes are not subject to redemption, in whole or in part, at the
option of the Company and the Notes are not subject to any sinking fund.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in principal amount of the Notes at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Note for the enforcement of
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any payment of principal hereof or any interest on or after the respective due
dates expressed herein.
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 Notes 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 aggregate principal amount of the Outstanding Notes. The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the Notes at the time Outstanding, on behalf of
the Holders of all Notes, to waive compliance by the Company with certain
provisions of the Indenture. Furthermore, provisions in the Indenture permit the
Holders of not less than a majority of the aggregate principal amount of the
Outstanding Notes to waive, in certain circumstances, on behalf of all Holders
of the Notes, certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or
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 Note
at the times, places and rate, and in the coin or currency, herein and in the
Indenture prescribed.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Security
Register upon surrender of this Note for registration of transfer at the office
or agency of the Company maintained for the purpose in any place where the
principal of and interest on this Note are payable, duly endorsed by or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Notes of this
series, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
This Note may be transferred, in whole but not in part, only to a
nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such
Global Security selected or approved by the Company or to a nominee of such
successor to DTC. If at any time DTC notifies the Company that it is unwilling
or unable to continue as depositary for the Notes or if at any time DTC ceases
to be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, if so required by applicable law or regulation, the Company shall
appoint a successor depositary with respect to the Notes. If (a) a successor
depositary for the Notes is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such unwillingness,
inability or ineligibility, (b) an Event of Default has occurred and is
continuing and the beneficial owners representing a majority in principal amount
of the Notes advise DTC to cease acting as depositary for such Notes, or (c) the
Company, in its sole discretion, determines at any time that all Notes (but not
less than all) of this series shall no longer be represented by such Global Note
or Notes, then the Company shall execute, and the Trustee shall authenticate and
deliver, definitive Notes of like series, rank, tenor and terms in
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definitive form in an aggregate principal amount equal to the principal
amount of such Note or Notes.
The Notes are issuable only in registered form without coupons and may
be sold in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the Notes of this series are exchangeable for a like aggregate principal amount
of Notes of this series in authorized denominations as requested by the Holders
surrendering the same. No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of the Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture contains provisions whereby (i) the Indenture shall cease
to be of further effect with respect to the Notes (subject to the survival of
certain provisions thereof), (ii) the Company may be discharged from its
obligations with respect to the Notes (subject to certain exceptions), or (iii)
the Company may be released from its obligations under specified covenants and
agreements in the Indenture, in each case if the Company satisfies certain
conditions provided in the Indenture.
No recourse shall be had for the payment of the principal of or
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any past, present or future stockholder, employee, officer or
director, as such, of the Company or of any successor, either directly or
through the Company or any successor, whether by virtue of any constitution,
statute or rule of law or by the enforcement 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.
THE INDENTURE AND THE NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF CALIFORNIA, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on the Notes, and reliance may be placed only on the other
identification numbers printed hereon.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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ASSIGNMENT FORM
FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY
SELLS, ASSIGNS AND TRANSFERS TO
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Typewrite Name and Address
including Zip Code of Assignee)
________________________________________________________________________________
the within Note of ________________________ and ________________________ hereby
does irrevocably constitute and appoint
________________________________________________________________________________
Attorney to transfer said Note on the books of the within-named Company with
full power of substitution in the premises.
Dated: ____________________________ ________________________________________
________________________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Note in every particular, without
alteration or enlargement or any change whatever.
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