Exhibit 4.1
ARDEN REALTY LIMITED PARTNERSHIP
5.25% Note due 2015
No. 001 $300,000,000
CUSIP No. ▇▇▇▇▇▇▇▇▇
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC") (▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND SUCH NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH
OTHER NAME AS 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.
UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE 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.
ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership
(herein referred to as the "Issuer," which term includes any successor issuer
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of Three
Hundred Million Dollars on March 1, 2015 (the "Stated Maturity Date") or the
date fixed for earlier redemption (the "Redemption Date," and together with the
Stated Maturity Date with respect to principal repayable on such date, the
"Maturity Date"), and to pay interest thereon from February 28, 2005, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on March 1 and September 1 of each year
(each, an "Interest Payment Date"), commencing September 1, 2005, and on the
Maturity Date at the rate of 5.25% 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 and on the Maturity Date will, as provided in such
Indenture, be paid to the Holder in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such payment, which shall be the date 15 calendar days
(regardless of whether such day is a Business Day), next preceding such Interest
Payment Date or the Maturity Date at the office or agency of the Issuer
maintained for such purpose. 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 Note (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 hereinafter referred to, notice whereof
shall be given to Holders of Notes of this series 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
Notes 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 on this
Note will be computed on the basis of a 360-day year of twelve 30-day months.
The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the Corporate Trust Office of
the Trustee maintained for that purpose in Los Angeles, California, 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 Note on any Interest Payment Date and on
the Maturity Date, as the case may be, will be the amount of interest accrued
during the applicable Interest Period (as defined below).
An "Interest Period" is each period from and including the
immediately preceding Interest Payment Date in respect of which interest has
been paid or duly provided for (or from and including February 28, 2005, if no
interest has been paid on this Note) to but excluding such Interest Payment Date
or the Maturity Date, as the case may be. If any Interest Payment Date or
Maturity Date falls on a day that is not a Business Day, as defined below,
principal and interest payable with respect to such Interest Payment Date or
Maturity 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 Maturity Date, as the case may be.
"Business Day" means any day, other than a Saturday or Sunday that is neither a
legal holiday nor a day on which banking institutions in the City of New York
are authorized or required by law, regulation or executive order to close.
Payments of principal and interest in respect of this Note will be
made by U.S. dollar check or by wire transfer (such a wire transfer to be made
only to a Holder of an aggregate principal amount of Securities in excess of
$5,000,000, and only if such Holder shall have furnished wire instructions in
writing to the Trustee no later than 15 days prior to the relevant payment date
and acknowledged that a wire transfer fee shall be payable) of immediately
available funds 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.
This Note is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Issuer (herein called the
"Securities") of the series hereafter specified, all issued or to be issued
under an Indenture, dated as of March 14, 2000 (herein called the "Indenture"),
duly executed and delivered by the Issuer to The Bank of New York, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture with respect to the series of Securities of which this Note is a
part), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the rights,
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limitations of rights, obligations, 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. The
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), and may otherwise vary as provided in the
Indenture. This Note is one of a series of Securities designated as the 5.25%
Notes due 2015 (the "Notes"), and the aggregate principal amount of the Notes to
be issued under such series is unlimited.
In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof and the Make-Whole Amount (if
any) may be declared, and upon such declaration shall become, due and payable,
in the manner, with the effect, and subject to the conditions provided in the
Indenture.
The Issuer may redeem the Notes at any time, in whole or in part, at
the election of the Issuer, at a redemption price equal to the sum of (1) the
principal amount of the Securities being redeemed plus accrued interest thereon
to the Redemption Date, and (2) the Make-Whole Amount (as defined below), if
any, with respect to such Notes (the "Redemption Price"). If the Notes are
redeemed on or after December 1, 2014 the Redemption Price will not include the
Make-Whole Amount. Notice of optional redemption of any Notes will be given to
Holders at their addresses, as shown in the security register for the Notes, not
less than 30 nor more than 60 days prior to the Redemption Date. The notice of
redemption will specify, among other items, the Redemption Price and the
principal amount of the Securities held by such Holder to be redeemed. If less
than all the Notes are to be redeemed at the option of the Issuer, the Issuer
will notify the Trustee at least 45 days prior to giving notice of redemption to
the Holders (or such shorter period as is satisfactory to the Trustee) of the
aggregate principal amount of Notes to be redeemed and their redemption date.
The Trustee shall select, in such manner as it shall deem fair and appropriate,
Notes to be redeemed in whole or in part.
"Make-Whole Amount" means, in connection with any optional
redemption of any of the Securities, the excess, if any, of:
- the aggregate present value as of the date of 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 dollar if
the redemption or accelerated payment had not been made, determined by
discounting, on a semi-annual basis, the principal and interest at the
Reinvestment Rate (as defined below), determined on the third business day
preceding the date notice of the redemption is given, from the respective dates
on which the principal and interest would have been payable if the redemption or
accelerated payment had not been made, to the date of redemption or accelerated
payment; over
- the aggregate principal amount of the Securities being
redeemed or paid.
"Reinvestment Rate" means 0.15% plus the arithmetic mean of the
yields published in the Statistical Release under the heading "Week Ending" for
"U.S. Government Securities -- Treasury Constant Maturities" for the maturity,
rounded to the nearest month, equal
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to the remaining life to maturity as of the payment date. 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 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. If the format or
content of the Statistical Release changes in a manner that precludes
determination of the Treasury yield in the above manner, then the Treasury yield
shall be determined in the manner that most closely approximates the above
manner, as reasonably determined by the Issuer.
In the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.
The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority of the
aggregate principal amount of the Securities at the time Outstanding of each
series to be affected, evidenced as provided in the Indenture, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the Holders of the Securities
of each series; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Security so affected, (i) change the
final maturity of any Security, or reduce the principal amount thereof or any
premium thereon, or reduce the rate or extend the time of payment of any
interest thereon, or impair or affect the rights of any Holder to institute suit
for the payment on any Security, or (ii) reduce the aforesaid percentage of
Securities, the Holders of which are required to consent to any such
supplemental indenture, or (iii) reduce the percentage of Securities, the
Holders of which are required to consent to any waiver of compliance with
certain provisions of the Indenture or any waiver of certain defaults
thereunder. It is also provided in the Indenture that, with respect to certain
defaults or Events of Default regarding the Securities of any series, the
Holders of a majority in aggregate principal amount outstanding of the
Securities of such series (or, in the case of certain defaults or Events of
Default, all series of Securities) may on behalf of the Holders of all the
Securities of such series (or all of the Securities, as the case may be) waive
any such past default or Event of Default and its consequences, prior to any
declaration accelerating the maturity of such Securities, or, subject to certain
conditions, may rescind a declaration of acceleration and its consequences with
respect to such Securities. The preceding sentence shall not, however, apply to
a default in the payment of the principal of or premium, if any, or interest on
any of the Securities. Any such consent or waiver by the Holder of this Security
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Security and any
securities that may be issued in exchange or substitution hereof, irrespective
of whether or not any notation thereof is made upon this Security or such other
securities.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any Make-Whole Amount
and interest on this Note in the manner, at the respective times, places and
rate, and in the coin or currency, herein prescribed.
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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 (a) such Holder shall have previously
given the Trustee written notice of a continuing Event of Default, (b) the
Holders of not less than 25% in aggregate principal amount of the Securities
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in aggregate principal amount of the Securities
Outstanding a direction inconsistent with such request, and (c) 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, Make-Whole Amount, if any, or interest hereon on or
after the respective due dates expressed herein.
This Security is not subject to a sinking fund requirement.
The Indenture contains provisions for defeasance at any time of (i)
the entire indebtedness of this Security and (ii) certain restrictive covenants
with respect to this Security, in each case upon compliance with certain
conditions set forth therein.
No recourse under or upon any obligation, covenant or agreement
contained in the Indenture, in any Security or coupon appertaining thereto, or
because of any indebtedness evidenced hereby or thereby (including, without
limitation, any obligation or indebtedness relating to the principal of, or
premium or Make-Whole Amount, if any, interest or any other amounts due, or
claimed to be due, on this Security), or for any claim based thereon or
otherwise in respect thereof, shall be had (i) against the General Partner or
any other partner, or any Person which owns an interest, directly or indirectly,
in any partner, in the Issuer, or (ii) against any promoter, as such, or against
any past, present or future shareholder, officer, trustee or partner, as such,
of the Issuer or the General Partner or of any successor, either directly or
through the Issuer or the General Partner 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 hereof and as part of the
consideration for the issue hereof.
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 and herein
set forth, this Note is exchangeable for a like aggregate principal amount of
Notes of different authorized denominations but otherwise having the same terms
and conditions, as requested by the Holder hereof 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 Note for registration of transfer,
the Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and
treat the Person in whose name this Security is registered as the absolute owner
of this Security (whether or not this Security shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
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purpose of receiving payment of, or on account of, the principal hereof and
Make-Whole Amount, if any, and subject to the provisions herein and on the face
hereof; interest hereon and for all other purposes, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS 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 Notes as a convenience to the Holders of the 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.
Capitalized terms used herein and not defined herein shall have the
respective meanings given to such terms in the Indenture.
Unless the Certificate of Authentication hereon has been executed by
the Trustee by one of its authorized signatories, this Note shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed manually or by facsimile by its duly authorized officers.
Dated: February 28, 2005 ARDEN REALTY LIMITED PARTNERSHIP
By: Arden Realty, Inc., its
sole general partner
By:
Attest:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated herein referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK
as Trustee
By: ______________________
Authorized Signatory
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FORM OF TRANSFEREE CERTIFICATE
To assign this Security, fill in the form below: (I) or (we) assign
and transfer this Security to ________________________________________
________________________________________________________________________________
(Insert assignee's social security or tax I.D. number)
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________________________
as agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Date: __________________
Your Signature: ________________________________________________________________
(Sign exactly as name appears on the face of this Security)
Signature Guarantee: ___________________________________________________________
(Participant in a Recognized Signature Guaranty Medallion Program)
[Signature must be guaranteed by an eligible Guarantor Institution
(banks, stockbrokers, savings and loan association and credit unions with
membership in an approved guarantee medallion program) pursuant to Securities
and Exchange Commission Rule 17Ad-15]