THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY
OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF
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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE COMPANY (AS DEFINED BELOW) 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.
CAMDEN PROPERTY TRUST
7% NOTE DUE 2006
REGISTERED PRINCIPAL AMOUNT
No.: R-1 $75,000,000
CUSIP No.: ▇▇▇▇▇▇▇▇▇
CAMDEN PROPERTY TRUST, a real estate investment trust
organized and existing under the laws of the State of Texas
(hereinafter 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., or
registered assigns, upon presentation, the principal sum of
Seventy-Five Million Dollars ($75,000,000) on November 15, 2006
at the office or agency of the Company referred to below, and to
pay interest thereon from November 19, 1996, or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on May 15 and
November 15 in each year, commencing May 15, 1997, at the rate of
7% per annum, until the entire principal hereof is paid or made
available for payment. The interest so payable, and punctually
paid or duly provided for on any Interest Payment Date will, as
provided for in the Indenture, be paid to the person in whose
name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date
for such interest which shall be May 1 or November 1 (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
Person in whose name this Security (or one or more Predecessor
Securities) 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 more than 15 days and 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 Securities
of this Series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the
Indenture.
Payment of the principal of, or Make-Whole Amount, if any,
and interest on, the Securities will be made to The Depository
Trust Company or its nominee 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 payment of interest
may be made by (i) check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register or (ii) by wire transfer of funds to an account of the
Person entitled thereto maintained within the United States.
Securities of this series may be redeemed at any time at the
option of the Company, in whole or in part, upon notice of not
more than 60 nor less than 30 days prior to the Redemption Date,
at a redemption price equal to the sum of (i) the principal
amount of the Securities being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if
any, with respect to such Securities.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH IN THIS PLACE.
Unless the Certificate of Authentication hereon has been
executed by or on behalf of the Trustee by manual signature, this
Security 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.
CAMDEN PROPERTY TRUST
Dated: November 19, 1996
By:___________________________
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President-Finance,
Chief Financial Officer, Treasurer
and Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
U.S. TRUST COMPANY OF TEXAS, N.A.
as Trustee
By:___________________________ Dated: November 19, 1996
Authorized Officer
PAGE
Reverse of Note
CAMDEN PROPERTY TRUST
7% NOTE DUE 2006
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of February 15, 1996, as supplemented by the
Supplemental Indenture, dated as of February 15, 1996 (as so
supplemented, herein called the "Indenture"), between the Company
and U.S. TRUST COMPANY OF TEXAS, N.A., a national banking
association organized under the laws of the United States of
America, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture with respect
to the series of which this Security is a part), 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 Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the
first page hereof, limited in aggregate principal amount to
$75,000,000.
"Make-Whole Amount" means, in connection with any optional
redemption or accelerated payment of any Security, the excess, if
any, of (i) the aggregate present value as of the date of such
redemption or accelerated payment of each dollar of principal
being redeemed or paid and the amount of interest (exclusive of
interest accrued to the date of redemption or accelerated
payment) that would have been payable in respect of such dollar
if such redemption or accelerated payment had not been made,
determined by discounting, on a semi-annual basis, such principal
and interest at the Reinvestment Rate (determined on the third
Business Day preceding the date such notice of redemption is
given or declaration of acceleration is made) from the respective
dates on which such principal and interest would have been
payable if such redemption or accelerated payment had not been
made, over (ii) the aggregate principal amount of the Securities
being redeemed or paid.
"Reinvestment Rate" means .25% (twenty-five one hundredths
of one percent) plus the arithmetic mean of the yields under the
respective headings "This Week" and "Last Week" published in the
Statistical Release under the caption "Treasury Constant
Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the
payment date of the principal being redeemed or paid. If no
maturity exactly corresponds to such maturity, yields for the two
published maturities most closely corresponding to such maturity
shall be calculated pursuant to the immediately preceding
sentence and the Reinvestment Rate shall be interpolated or
extrapolated from such yields on a straight-line basis, rounding
in each of such relevant periods to the nearest month. For
purposes of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination
of the Make-Whole Amount shall be used.
"Statistical Release" means the statistical release
designated "H.15(519)" or any successor publication which is
published weekly by the Federal Reserve System and which
establishes yields on actively traded United States government
securities adjusted to constant maturities or, if such
statistical release is not published at the time of any
determination under the Indenture, then such other reasonably
comparable index which shall be designated by the Company.
The covenants set forth in Section 1012 of the Indenture
shall be fully applicable to this Security.
The Indenture contains provisions for defeasance at any time
of (a) the entire indebtedness of the Company on this Security
and (b) certain restrictive covenants and the related defaults
and Events of Default applicable to the Company, in each case,
upon compliance by the Company with certain conditions set forth
in the Indenture, which provisions apply to this Security.
If any Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of, and the
Make-Whole Amount, if any, on, the Securities of this series may
be declared due and payable in the manner and with the effect
provided in the Indenture.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security 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 Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at
the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of
Default as Trustee, offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and
the Trustee 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 Security for the enforcement of any payment
of principal hereof (and premium or Make-Whole Amount, if any) or
any interest on and any Additional Amounts in respect thereof 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 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 Securities of each series at the time Outstanding
affected thereby. The Indenture also contains provisions
permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding,
on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security
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 Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of, Make-Whole Amount, if any, on, and
interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any Place of Payment where the principal of,
Make-Whole Amount, if any, on, and interest on this Security 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 his attorney
duly authorized in writing, and thereupon one or more new
Securities of this series, of authorized denominations and for
the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized
denomination, as requested by the Holder 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 this Security 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
Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse under or upon any obligation, covenant or
agreement contained in the Indenture or in this Security, or
because of any indebtedness evidenced thereby, shall be had
against any promoter, as such or, against any past, present or
future shareholder, officer, trust manager or director, as such,
of the Company or of any successor, either directly or through
the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance
of this Security by the Holder thereof and as part of the
consideration for the issue of the Securities of this series.
All terms used in this security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY,
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has
caused "CUSIP" numbers to be printed on the Securities of this
series as convenience to the Holders of such Securities. No
representation is made as to the correctness or accuracy of such
CUSIP numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed hereon.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
PAGE
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COMM -- as tenants in common UNIF GIFT/TRANSFER MIN ACT --
_________ Custodian _________
TEN ENT -- as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts/Transfers
to Minors Act ___________
JT TEN -- as joint tenants with (State)
right of survivorship and not
as tenants in common
Additional abbreviations may also be used though not in the above
list.
-----------------------------
Social Security or taxpayer I.D. or other identifying number of
assignee
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
(name and address of assignee)
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing , attorney
to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.
Dated:
