1
Exhibit 4.2
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC"), 00 XXXXX XXXXXX, XXX XXXX, XXX XXXX TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
SECURITY 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.
UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE
OF SUCH SUCCESSOR.
XXXXXXX OPERATING LIMITED PARTNERSHIP
7.2% Note Due 2008
Registered No. 001 PRINCIPAL AMOUNT
CUSIP NO. 104573 AD 2 --$100,000,000--
XXXXXXX OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership
(herein referred to as the "Partnership" which term includes any successor
entity under the Indenture referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, upon presentation, the principal sum
of ONE HUNDRED MILLION AND NO/100 DOLLARS on January 15, 2008 (the "Stated
Maturity Date") and to pay interest thereon from January 15, 1998 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on January 15 and July 15 in each year (each, an
"Interest Payment Date"), commencing July 15, 1998, at the rate of 7.2% per
annum, until the principal 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 such Indenture, be paid to the Holder 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 the
January 1 or July 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date at the office or agency of the Partnership
maintained for such purpose; PROVIDED, HOWEVER, that such interest may be paid,
at the Partnership's option, by mailing a check to such Holder at its registered
address or by transfer of funds to an account maintained by such Holder within
the United States. 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 be paid to the Holder 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 less than 10 days prior to such Special Record
2
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. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.
The principal of this Security payable on the Stated Maturity Date or
the principal of, premium or Make-Whole Amount, if any, and, if the Redemption
Date is not an Interest Payment Date, interest on this Security payable on the
Redemption Date will be paid against presentation of this Security at the office
or agency of the Partnership maintained for that purpose in Northbrook, Illinois
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest payable on this Security on any Interest Payment Date and on
the Stated Maturity Date or Redemption Date, as the case may be, will include
interest accrued from and including the next preceding Interest Payment Date in
respect of which interest has been paid or duly provided for (or from and
including January 15, 1998, if no interest has been paid on this Security) to
but excluding such Interest Payment Date or the Stated Maturity Date or
Redemption Date, as the case may be. If any Interest Payment Date or the Stated
Maturity Date or Redemption Date falls on a day that is not a Business Day, as
defined below, principal, premium or Make-Whole Amount, if any, and/or interest
payable with respect to such Interest Payment Date or Stated Maturity Date or
Redemption Date, as the case may be, will be paid on the next succeeding
Business Day with the same force and effect as if it were paid on the date such
payment was due, and no interest shall accrue on the amount so payable for the
period from and after such Interest Payment Date or Stated Maturity Date or
Redemption Date, as the case may be. "Business Day" means any day, other than a
Saturday or Sunday, on which banks in the City of New York, New York are not
required or authorized by law or executive order to close.
All payments of principal, premium or Make-Whole Amount, if any, and
interest in respect of this Security will be made by the Partnership in
immediately available funds.
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 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 Security
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
2
3
IN WITNESS WHEREOF, the Partnership has caused this instrument to be
duly executed under its facsimile corporate seal.
Dated: January 28, 1998
XXXXXXX OPERATING LIMITED
PARTNERSHIP
By: XXXXXXX REAL ESTATE, INC.,
as general partner
By: /s/ Xxxxxx X. X'Xxxx
---------------------------------------------
Name: Xxxxxx X. X'Xxxx
Title: President and Chief Executive Officer
Attest: /s/ Xxxxxx X. Xxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Chief Financial Officer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: January 28, 1998
LaSALLE NATIONAL BANK
By: /s/ Xxxxx X. Xxxx
---------------------------------------------
Name: Xxxxx X. Xxxx
Title: First Vice President
Attest: /s/ Xxxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Assistant Secretary
3
4
[Reverse of Security]
XXXXXXX OPERATING LIMITED PARTNERSHIP
This Security is one of a duly authorized issue of securities of the
Partnership (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of November 24, 1997, as supplemented
by Supplemental Indenture No. 2, dated as of January 28, 1998 (as so
supplemented, herein called the "Indenture") between the Partnership and LaSalle
National Bank, 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 Partnership, 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 duly
authorized series of Securities designated on the face hereof (collectively, the
"Securities"), and the aggregate principal amount of the Securities to be issued
under such series is limited to $100,000,000 (except for Securities
authenticated and delivered upon transfer of, or in exchange for, or in lieu of
other Securities). All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Securities are subject to redemption at any time at the option and
in the sole discretion of the Partnership in whole or from time to time in part,
at a redemption price equal to the sum of (i) the principal amount of the Notes
being redeemed plus accrued interest thereon to the Redemption Date and (ii) the
Make-Whole Amount, if any, with respect to such Notes; PROVIDED, HOWEVER, that
installments of interest on this Security whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holder of this Security, or one
or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.
Notice of redemption will be given by mail to Holders of Securities, not
less than 30 nor more than 60 days prior to the Redemption Date, all as provided
in the Indenture.
In the event of redemption of this Security in part only, a new Security
or Securities for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Partnership and the rights of the Holders of the Securities under the Indenture
at any time by the Partnership and the Trustee
4
5
with the consent of the Holders of not less than a majority of the aggregate
principal amount of all Securities issued under the Indenture at the time
Outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority of the aggregate principal
amount of the Outstanding Securities, on behalf of the Holders of all such
Securities, to waive compliance by the Partnership 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, in certain
instances, of the Outstanding Securities of any series to waive, on behalf of
all of the Holders of Securities of such series, 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 other Securities 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 Partnership,
which is absolute and unconditional, to pay the principal of (and premium or
Make-Whole Amount, if any) and interest on this Security at the times, places
and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Security is registrable in the
Security Register of the Partnership upon surrender of this Security for
registration of transfer at the office or agency of the Partnership in any place
where the principal of (and premium or Make-Whole Amount, if any) and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Partnership and the Security
Registrar duly executed by, the Holder hereof or by his attorney duly authorized
in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Security is exchangeable for a like aggregate
principal amount of Securities of different authorized denominations but
otherwise having the same terms and conditions, as requested by the Holder
hereof surrendering the same.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
No service charge shall be made for any such registration of transfer or
exchange, but the Partnership 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 Partnership, the Trustee and any agent of the Partnership or the Trustee may
treat the Person in whose
5
6
name this Security is registered as the owner hereof for all purposes, whether
or not this Security be overdue, and neither the Partnership, the Trustee nor
any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of or premium
or Make-Whole Amount, if any, or the interest on this Security, 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 Partnership
or of any successor, either directly or through the Partnership 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 Securities shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Partnership has caused "CUSIP" numbers
to be printed on the Securities of this series as a 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.
6
7
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
_______________________________________________________________________________
(Please Print or Type Name and Address Including Zip Code of Assignee)
the within Security of Xxxxxxx Operating Limited Partnership and hereby does
irrevocably constitute and appoint _______________________ Attorney to transfer
said security on the books of the within-named Partnership with full power of
substitution in the premises.
_______________________________________________________________________.
(Please Insert Social Security or Other Identifying Number of Assignee)
Dated:_______________
__________________________________
__________________________________
SIGNATURE GUARANTEE
Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the LaSalle National Bank, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the LaSalle National Bank in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
NOTICE: The signature to this assignment must correspond with the name
as it appears on the first page of the within Security in every particular,
without alteration or enlargement of any change whatever.
7
