FORM OF 6.00% SENIOR NOTES DUE 3/1/2015



EXHIBIT 4.2 
 
 

	 CUSIP NO. 421915 EC 9
	 	 PRINCIPAL AMOUNT

	 	 	 
	 	 	 $200,000,000


 
HEALTH
CARE PROPERTY INVESTORS, INC. 
 
6.00% SENIOR
NOTES DUE MARCH 1, 2015 
 
THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND, UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES IN DEFINITIVE FORM AS AFORESAID, MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ITS NOMINEE TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE. 
 
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK 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, 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. 
 
HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation
(the “Company,” which term shall include any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of Two Hundred Million Dollars
($200,000,000) on March 1, 2015, and to pay interest thereon from February 28, 2003, or from the most recent interest payment date on which interest has been paid or duly provided for, semi-annually in arrears on March 1 and September 1 of each year
(or if such date is not a Business Day, on the next Business Day thereafter) (each, an “Interest Payment Date”), commencing September 1, 2003, at the rate of 6.00% per annum, until the entire principal amount 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 the Indenture, be paid to the Holder in whose name this Note (or one or more predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest, which shall be February 15 or August 15 whether or not a Business Day, as the case may be, 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 Holder in whose name this Note (or one or more predecessor Notes) 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 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 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. Payments of principal, premium, if any, and interest in respect of this Note will be made by the Company in immediately available funds. 
 
Payment of the principal of and interest on this Note shall be payable at the Corporate Trust Office of The
Bank of New York, located at 101 Barclay Street, Floor 21 W, New York, New York 10286 or at such other office or agency of the Company maintained for that purpose in The City of New York, 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, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear on
the Security Register or by transfer to an account maintained by the payee with a bank located in the United States; and, provided, further, that so long as this Note is registered in the name of DTC or its nominee, principal and interest payments
will be paid to DTC or its nominee, as the Holder, by wire transfer in same-day funds. 
 
Reference is hereby made to the further provisions of this Note 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 Note 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 under its corporate seal this 28th day of February, 2003. 
 

	 Health Care Property Investors, Inc.,
 a Maryland corporation

	
	 By:
	 	  
 /s/    KENNETH B. ROATH        


	 Name:
	 	 Kenneth B. Roath

	 Title:
	 	 President and Chief Executive Officer



 
Attest:

 

	
	 By:
	 	  
 /s/    EDWARD J. HENNING


	 Name:
	 	 Edward J. Henning

	 Title:  
	 	 Senior Vice President, General Counsel
 and Corporate Secretary


 
 

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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION: 
 
This is one of the Securities of
the series designated herein referred to in the within-mentioned Indenture. 
 
The Bank of New York, as Trustee 
 

	
	 By:
	 	  
         /s/    AUTHORIZED SIGNATORY            


	 	 	 Authorized Signatory


 

	
	 Dated:
	 	  


	 	 	 

 
This
Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued as a series of securities under an indenture dated as of September 1, 1993 (the “Indenture”), between the Company and The
Bank of New York, as trustee (the “Trustee,” which term includes any successor trustee under the Indenture with respect to the Notes), 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 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 the duly
authorized series designated as the “6.00% Senior Notes Due March 1, 2015,” originally limited (subject to exceptions provided in the Indenture) in aggregate principal amount to $200,000,000; however, from time to time, without giving
notice or seeking consent of the holders of the Notes, the Company may issue additional Notes of this series having the same ranking, interest rate and maturity and other terms as the Notes. All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 
 
If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 
 
The Notes are not subject to redemption, in whole or in part,
at the option of the Company and the Notes are not subject to any sinking fund. 
 
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, the Holders of not less than 25% in principal amount of the
Notes at the time 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 principal amount of the Notes at the time Outstanding a direction inconsistent with such request, and 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 
 

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any payment of principal hereof or any interest 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 Notes 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 aggregate principal amount of the Outstanding Notes. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Notes at the time Outstanding, on behalf of the
Holders of all Notes, to waive compliance by the Company 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 of the Outstanding Notes to
waive, in certain circumstances, on behalf of all Holders of the Notes, 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 Note 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 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 unconditional, to pay the principal of, and interest on, this Note at the times, places and rate, and in the coin or currency, herein and in the
Indenture prescribed. 
 
As provided in the
Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Security Register upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for the
purpose in any place where the principal of 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 by 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. 
 
This Note may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such Global Security selected or approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the Company that it is unwilling or
unable to continue as depositary for the Notes or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, the Company shall appoint a
successor depositary with respect to the Notes. If (a) a successor depositary for the Notes is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such unwillingness, inability or ineligibility, (b)
an Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal amount of the Notes advise DTC to cease acting as depositary for such Notes, or (c) the Company, in its sole discretion, determines at
any time that all Notes (but not less than all) of this series shall no longer be represented by such Global Note or Notes, then the Company shall execute, and the Trustee shall authenticate and deliver, definitive Notes of like series, rank, tenor
and terms in 
 

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definitive form in an aggregate principal amount equal to the principal amount of such Note or Notes.

 
The Notes are issuable only in registered form
without coupons and may be sold in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes of this series are exchangeable for a like aggregate principal
amount of Notes of this series in authorized denominations as requested by the Holders 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 the 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. 
 
The Indenture contains provisions whereby (i) the Indenture shall cease to be of further effect with respect
to the Notes (subject to the survival of certain provisions thereof), (ii) the Company may be discharged from its obligations with respect to the Notes (subject to certain exceptions), or (iii) the Company may be released from its obligations under
specified covenants and agreements in the Indenture, in each case if the Company satisfies certain conditions provided in the Indenture. 
 
No recourse shall be had for the payment of the principal of or interest on this Note, 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 Company or of any successor, either directly or through
the Company 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 NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF CALIFORNIA, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE. 
 
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 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. 
 
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
 
 

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ASSIGNMENT
FORM 
FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY 
SELLS, ASSIGNS AND TRANSFERS TO 
 
PLEASE INSERT SOCIAL 
SECURITY OR OTHER IDENTIFYING 
NUMBER OF ASSIGNEE 
 
 

 
 
 

(Please Print or Typewrite Name and Address 
including Zip Code of Assignee) 
 
 

 
 
 
the within Note of
                                 and
                                 hereby does irrevocably constitute and appoint

 
 
 

Attorney to transfer said Note on the books of the within-named Company with full power of substitution
in the premises. 
 
 
 

	 Dated:                                  
                                      
 
	  	 	  	                                      
                                        
                                     
  
  

	 	  	 	  	                                      
                                        
                                    
 


 
 
 
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Note in every particular, without alteration or enlargement or any change whatever. 
 

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