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EXHIBIT 4.3
UNLESS THIS NOTE 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 NOTE 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.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 305 OF THE INDENTURE, THIS
SECURITY MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE
OF THE DEPOSITARY OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
HEALTHCARE REALTY TRUST INCORPORATED
8.125% SENIOR NOTE DUE 2011
No. R-1 May 15, 2001
$300,000,000 CUSIP 421946 AE 4
FOR VALUE RECEIVED, the undersigned, HEALTHCARE REALTY TRUST
INCORPORATED (herein called the "Company"), a corporation organized and existing
under the laws of the State of Maryland, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of, THREE HUNDRED MILLION AND 00/100
DOLLARS ($300,000,000.00), on May 1, 2011, with interest (computed on the basis
of a 360-day year of twelve 30-day months) at the rate of 8.125% per annum (a)
on the unpaid balance thereof from the date hereof, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
payable semiannually on the first day of May and November in each year,
commencing with the first such date succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount (as defined in the First Supplemental Indenture referred to
below), payable semiannually as aforesaid. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture referred to below, be paid to the Person in whose name
this Note is registered at the close of business on April 15 or October 15
(whether or not a Business Day), as the case may be, preceding such Interest
Payment Date.
Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal office of First Union National Bank in Charlotte, North
Carolina or at such other place as
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the Company shall have designated by written notice to the holder of this Note
as provided in the Indenture referred to below.
This Note is one of a series of 8.125% Senior Notes due 2011 (herein
called the "Notes") issued pursuant to the First Supplemental Indenture, dated
as of May 15, 2001, and the related Indenture dated as of May 15, 2001 (as from
time to time amended, the "Indenture"), between the Company and First Union
National Bank, as Trustee, and is entitled to the benefits thereof.
This Note is a registered Note and, as provided in the Indenture, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder's attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee. Prior to due presentment for registration of transfer, the
Company may treat the person in whose name this Note is registered as the owner
hereof for the purpose of receiving payment and for all other purposes, and the
Company will not be affected by any notice to the contrary.
The Company will make required prepayments of principal on the dates
and in the amounts specified in the First Supplemental Indenture. This Note may
be redeemed at the option of the Company, in whole at any time or from time to
time in part, at a redemption price equal to the sum of (i) the principal amount
of this Note plus accrued interest thereon to the redemption date and (ii) the
Make-Whole Amount, if any, with respect to this Note on the terms specified in
the First Supplemental Indenture, but not otherwise.
If an Event of Default, as defined in Indenture, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Indenture.
This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been executed by the Trustee
under the Indenture referred to herein.
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IN WITNESS WHEREOF, Healthcare Realty Trust Incorporated has caused
this instrument to be duly executed.
Dated:
HEALTHCARE REALTY TRUST INCORPORATED
By
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Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
FIRST UNION NATIONAL BANK, as Trustee
By:
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Authorized Officer
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[REVERSE OF NOTE]
8.125% SENIOR NOTE DUE 2011
This Note is one of a duly authorized issue of securities of the
Company designated as the 8.125% Senior Notes due 2011, issued and to be issued
in one or more series under the Indenture between the Company and First Union
National Bank, 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 Note is a part), to which the 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 one of the series
designated on the first page hereof, initially limited in aggregate principal
amount to $300,000,000.
As used herein:
"Make-Whole Amount" means, in connection with any optional redemption
or accelerated payment of any Note, 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 each 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 Notes being redeemed or paid.
"Reinvestment Rate" means 0.25% plus the arithmetic mean of the yields
under the respective headings "This Week" and "Last Week" published in the most
recent 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 that statistical release designated
"H.15(519)" or any successor publication that is published weekly by the Federal
Reserve System and that 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
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determination under the Indenture, then such other reasonably comparable index
that shall be designated by the Company.
The covenants set forth in Article Four of the First Supplemental
Indenture and Article Ten of the Indenture shall be fully applicable to this
Note.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Note 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 Note.
If any Event of Default with respect to Notes of this series shall
occur and be continuing, the principal of, accrued interest and the Make-Whole
Amount, if any, on, the Notes 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 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 of this series, the Holders of not less than 25% in principal amount of
the Notes 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 not less than a majority in principal amount
of Notes 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 Note for
the enforcement of any payment of principal hereof (and Make-Whole Amount, if
any) or any interest thereon 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
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
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 Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Security issued upon
the registration of transfer hereof or in exchange hereof 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
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unconditional, to pay the principal of, Make-Whole Amount, if any, on, and
interest on this Note 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 Note is registrable in the Security Register,
upon surrender of this Note 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 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 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.
The Notes 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,
Notes of this series are exchangeable for a like aggregate principal amount of
Notes of this series and of like tenor 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 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.
All terms used in this Note not defined herein which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
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 of this series as a convenience to the Holders of such
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.
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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 COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - __________________________ Custodian ______________________
(Cust) (Minor)
Under Uniform Gifts to Minor Act ___________________________
(State)
Additional abbreviations may also be used though not in the above list
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