Exhibit 4.6
[Form of Face of Note]
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 THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR
REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON
OTHER THAN THE
DEPOSITARY 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
ISSUER (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.
PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
7.29% SENIOR NOTES DUE 2008
REGISTERED PRINCIPAL AMOUNT
NO.: 1 $100,000,000
CUSIP No.:00000XXX0
PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP, a limited
partnership
duly organized and existing under the laws of the State of Maryland
(hereinafter called the "Issuer"), for value received, hereby
promises to pay
to CEDE & CO. or registered assigns, upon presentation, the maximum
aggregate
principal sum of ONE HUNDRED MILLION DOLLARS ($100,000,000) in
installments of
TWENTY FIVE MILLION DOLLARS ($25,000,000) on each Principal Payment
Date,
commencing on March 11, 2005, at the office or agency of the
Issuer, and to
pay interest on the outstanding principal amount thereon from the
date of
issuance, or from and including the immediately preceding Interest
Payment
Date to which interest has been paid or duly provided for,
semi-annually in
arrears on March 11 and September 11 in each year, commencing
September 11,
1998, at the rate of 7.29% per annum, computed on the basis of a
360-day year
comprised of twelve 30-day months until the entire principal hereof
is paid or
made available for payment. Installments of principal on each
Principal
Payment Date shall be in an amount equal to $250 for each $1,000
principal
amount of Securities then outstanding.
If any Principal Payment Date or Interest Payment Date would
otherwise be
a day that is not a Business Day, such Principal Payment Date or
Interest
Payment Date will be postponed to the next succeeding Business Day.
The
principal so payable, and punctually paid or duly provided for on
any
Principal Payment Date will be paid to the Holders in whose names
this
Security (or one or more Predecessor Securities) is registered at
the close of
business on the 15th calendar day (whether or not a Business Day)
next
preceding such Principal Payment Date. 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 the 15th
calendar day (whether or not a Business Day) 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 at the office or agency of
the
Trustee maintained for that purpose in the City of New York as
provided in the
Indenture 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 Issuer 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; provided, however, that the Trustee shall have
received written
wire instructions from the Holder, by no later than the Regular
Record Date
for such Interest Payment Date. If this Security is in global
form, all such
payments will be made by wire transfer of immediately available
funds.
Securities of this series may be redeemed at any time at
the option
of the Issuer, 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
and unpaid interest 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.
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IN WITNESS WHEREOF, JP Realty, Inc., the sole general
partner of the
Issuer, has caused this instrument to be duly executed on behalf of
the Issuer
and its corporate seal to be affixed and attested.
PRICE DEVELOPMENT COMPANY,
LIMITED PARTNERSHIP
By: JP Realty, Inc.,
its General Partner
ATTEST:
By: ______________________
(Corporate Seal)
Dated: By:
name:
title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated
therein
referred to in the within-mentioned Indenture.
The Chase Manhattan Bank,
as Trustee
By: Dated:
Authorized Officer
7.29% SENIOR NOTES DUE 2008
This Security is one of a duly authorized issue of
securities of the
Issuer designated as the $100,000,000 7.29% Senior Notes due 2008
(herein
called the "Securities"), issued and to be issued in one or more
series under
an Indenture, dated as of March 11, 1998, as supplemented by the
First
Supplemental Indenture, dated as of March 11, 1998, and as the same
may be
supplemented from time to time thereafter in accordance with the
terms thereof
(as so supplemented, herein called the "Indenture"), between the
Issuer and
The Chase Manhattan Bank, a banking corporation organized under the
laws of
the State of New York, 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 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 Issuer, 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 $100,000,000.
As used herein:
"Make-Whole Amount" means, in connection with any
optional
redemption or accelerated payment of any Security being so redeemed
or
accelerated, 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 and the amount of any 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 Securities being redeemed or paid, as calculated and
certified
by the Issuer to the Trustee in an Officers' Certificate.
"Reinvestment Rate" means 0.25% plus the arithmetic mean
of the
yields on treasury securities at a constant maturity for the most
recent week
under the heading "Week Ending" 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 the
purpose 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 Issuer in an Officers' Certificate to the
Trustee.
The covenants set forth in Article 10 of the Indenture
and Sections
1010, 1011, 1012, 1013 ,1014 and 1015 of the First Supplemental
Indenture
shall be fully applicable to this Security.
The Indenture contains provisions for defeasance at any
time of (a)
the entire indebtedness of the Issuer on this Security and (b)
certain
restrictive covenants and the related defaults and Events of
Default
applicable to the Issuer, in each case, upon compliance by the
Issuer 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 any premium
and
Make-Whole Amount, if any, on, the outstanding 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
indemnity
satisfactory to the Trustee, 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 thereon in respect 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 Issuer and the rights of the Holders of the Securities of each
series to
be affected under the Indenture at any time by the Issuer 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 Issuer 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
hereof or in lieu hereof, whether or not notations 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
Issuer, which is absolute and unconditional, to pay the principal
of, or
premium or 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 Issuer in any Place of
Payment where
the principal of, or premium or 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 Issuer 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 Issuer 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 Issuer, the Trustee and any agent of the Issuer 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 Issuer, the Trustee nor any such agent shall be affected by
notice to the
contrary.
All terms used in this Security not defined herein 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 Issuer 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.
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