Contract
Exhibit 4.3
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 SECURITY 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 SECURITY 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.
5.700% NOTE DUE 2017
| REGISTERED No.: R-1 |
PRINCIPAL AMOUNT $300,000,000 |
CUSIP No.: 000000XX0
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 Three Hundred Million Dollars
($300,000,000) on May 15, 2017 at the office or agency of the Company referred to below, and to pay
interest thereon from May 4, 2007, 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
(each, an “Interest Payment Date”), commencing November 15, 2007 at the rate of 5.700% per annum
(the “Original Rate”), until the entire 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 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,
immediately 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: May 4, 2007 | By: | /s/ Xxxxxx X. Xxxxx | ||
| Xxxxxx X. Xxxxx | ||||
| Senior Vice President – Finance, Chief Financial Officer and Secretary |
||||
| Attest: |
||||
| By: | /s/ Xxxxx X. XxXxxxxx | |||
| Xxxxx X. XxXxxxxx | ||||
| 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. Bank National Association, as successor to SunTrust Bank, as Trustee | ||||||
By:
|
/s/ Xxxxxxxx X. Xxxxxxx | Dated: May 4, 2007 | ||||
| Authorized Officer | ||||||
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Reverse of Note
5.700% NOTE DUE 2017
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 11, 2003, as amended by the First Supplemental Indenture, dated as of May 4, 2007 (herein
called the “Indenture”), between the Company and U.S. Bank National Association, a national banking
association organized and existing under the laws of the United States of America, as successor to
SunTrust 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 board resolutions and 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.
Interest Rate Adjustments
The interest rate payable on this Security will be subject to adjustment from time to time if
either Xxxxx’x Investor Services, Inc. (“Moody’s”) or Standard & Poor’s Ratings Services, a
division of XxXxxx-Xxxx, Inc. (“S&P”), downgrades (or subsequently upgrades) the debt rating
applicable to this Security (a “rating”) as set forth below.
If the rating on this Security from Xxxxx’x is a rating set forth in the immediately following
table, the per annum interest rate on this Security will increase from the Original Rate by the
percentage set forth opposite that rating:
| Rating | Percentage | |||
Ba1 |
.25 | % | ||
Ba2 |
.50 | % | ||
Ba3 |
.75 | % | ||
B1 or below |
1.00 | % | ||
If the rating on this Security from S&P is a rating set forth in the immediately following
table, the per annum interest rate on this Security will increase from the Original Rate by the
percentage set forth opposite that rating:
| Rating | Percentage | |||
BB+ |
.25 | % | ||
BB |
.50 | % | ||
BB- |
.75 | % | ||
B+ or below |
1.00 | % | ||
If Moody’s or S&P subsequently increases its rating to any of the threshold ratings set forth
above, the per annum interest rate on this Security will be decreased such that the per annum
interest rate equals the Original Rate plus the percentages set forth opposite the ratings from the
tables above in effect immediately following the increase. Each adjustment required by any
decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or
S&P, shall be made independent of any and all other adjustments. In no event shall (1) the per
annum interest rate on this Security be reduced below the Original Rate, and (2) the total increase
in the per annum interest rate on this Security exceed 2.00% above the Original Rate.
If either Moody’s or S&P ceases to provide a rating, any subsequent increase or decrease in
the interest rate of this Security necessitated by a reduction or increase in the rating by the
agency continuing to provide the rating shall be twice the percentage set forth in the applicable
table above. No adjustments in the interest rate of this
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Security shall be made solely as a result of either Moody’s or S&P ceasing to provide a
rating. If both Moody’s and S&P cease to provide a rating, the interest rate on this Security will
increase to, or remain at, as the case may be, 2.00% above the Original Rate.
Any interest rate increase or decrease, as described above, will take effect from the first
day of the interest period during which a rating change requires an adjustment to the interest rate
on this Security as described above.
Repurchase at the Option of a Holder Upon a Change of Control
If a Change of Control Triggering Event (as defined below) occurs, unless the Company
exercised its right to redeem this Security, holders of Securities will have the right to require
the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in
excess thereof) of this Security pursuant to the offer described below (the “Change of Control
Offer”) on the terms set forth in this Security.
In the Change of Control Offer, the Company will be required to offer payment in cash equal to
101% of the aggregate principal amount of Securities to be repurchased plus accrued and unpaid
interest on such Securities, to, but excluding, the date of repurchase (the “Change of Control
Payment”). Within 30 days following any Change of Control Triggering Event, the Company will be
required to mail a notice to Holders of Securities describing the transaction or transactions that
constitute the Change of Control Triggering Event and offering to repurchase this Security on the
date specified in the notice, which date will be no earlier than 30 days and no later than 60 days
from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the
procedures required by this Security and described in such notice. The Company must comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the
repurchase of this Security as a result of a Change of Control Triggering Event. To the extent
that the provisions of any securities laws or regulations conflict with the Change of Control
provisions of this Security, the Company will be required to comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations under the Change of
Control (as defined below) provisions of this Security by virtue of such conflicts.
On the Change of Control Payment Date, the Company will be required, to the extent lawful, to:
| • | accept for payment all Securities or portions of Securities properly tendered pursuant to the Change of Control Offer; | ||
| • | deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of Securities properly tendered; and | ||
| • | deliver or cause to be delivered to the Trustee this Security properly accepted together with an officers’ certificate stating the aggregate principal amount of Securities or portions of Securities being purchased. |
“Below Investment Grade Rating Event” shall mean this Security is rated below an Investment
Grade Rating (as defined below) by each of the Rating Agencies (as defined below) on any date from
the date of the public notice of an arrangement that could result in a Change of Control until the
end of the 60-day period following public notice of the occurrence of the Change of Control (which
60-day period shall be extended so long as the rating of this Security is under publicly announced
consideration for possible downgrade or withdrawal by any of the Rating Agencies); provided that a
Below Investment Grade Rating Event shall not be deemed to have occurred in respect of a particular
Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes
of the definition of Change of Control Triggering Event hereunder) if the Rating Agencies making
the reduction in rating to which this definition would otherwise apply do not announce or publicly
confirm or inform the trustee in writing at the Company’s request that the reduction was the
result, in whole or in part, of any event or circumstance comprised of or arising as a result of,
or in respect of, the applicable Change of Control (whether or not the applicable Change of Control
shall have occurred at the time of the Below Investment Grade Rating Event).
“Change of Control” shall mean the occurrence of any of the following: (1) the direct or
indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of
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related transactions, of all or substantially all of assets of the Company and its
Subsidiaries taken as a whole to any Person other than the Company or one of its Subsidiaries; (2)
the consummation of any transaction (including, without limitation, any merger or consolidation)
the result of which is that any Person becomes the beneficial owner, directly or indirectly, of
more than 50% of the then outstanding number of shares of the Company’s Voting Stock (as defined
below); or (3) the first day on which a majority of the members of the Board of Trust Managers are
not Continuing Trust Managers (as defined below). Notwithstanding the foregoing, a transaction
will not be deemed to involve a Change of Control if (i) the Company becomes a wholly owned
Subsidiary of a holding company and (ii) the holders of the Voting Stock of such holding company
immediately following that transaction are substantially the same as the holders of the Company’s
Voting Stock immediately prior to that transaction.
“Change of Control Triggering Event” shall mean the occurrence of both a Change of Control and
a Below Investment Grade Rating Event.
“Continuing Trust Managers” shall mean persons who at the beginning of any period of 12
consecutive months after the date of original issuance of this Security constituted the Board of
Trust Managers, together with any new persons whose election was approved by a vote of a majority
of the persons then still comprising the Board of Trust Managers who were either members of the
Board of Trust Managers at the beginning of such period or whose election, designation or
nomination for election was previously so approved.
“Investment Grade Rating” shall mean a rating of Baa3 or better by Moody’s (or its equivalent
under any successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its
equivalent under any successor rating categories of S&P); and, if either of Moody’s or S&P ceases
to rate this Security or fails to make a rating of this Security publicly available, the equivalent
investment grade credit rating from a “nationally recognized statistical rating organization”
within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as
certified by a resolution of the Board of Trust Managers) as a replacement organization for Moody’s
or S&P, or both, as the case may be.
“Rating Agency” shall mean: (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P
ceases to rate this Security or fails to make a rating of this Security publicly available, a
“nationally recognized statistical rating organization” within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as certified by a resolution
of the Board of Trust Managers) as a replacement organization for Moody’s or S&P, or both, as the
case may be.
“Voting Stock” of any Person as of any date shall mean the capital stock of such Person that
is at the time entitled to vote generally in the election of the board of directors or similar
governing body of such Person.
Other Terms
“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 (as defined below) (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 0.20% (twenty 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 (as defined below) 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
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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.
This Security shall not be entitled to the benefits of the covenants set forth in Section
10.12 of the Indenture.
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.
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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]
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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 COMM | — | as tenants in common | UNIF GIFT/TRANSFER MIN ACT — | |||||||||||
TEN ENT
|
— | as tenants by the entireties | Custodian | |||||||||||
JT TEN
|
— | as joint tenants with right of survivorship | (Cust) | (Minor) | ||||||||||
| and not as tenants in common | Under Uniform Gifts/Transfers to Minors Act | |||||||||||||
| (State) |
||||||||||||||
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:
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