Exhibit
4.1


 


No. A-1


	
  CUSIP
  NO. 40414L AA7

  	
  PRINCIPAL AMOUNT

  



 


 


$500,000,000


 


HCP,
INC.


 


6.70%
SENIOR NOTES DUE 2018


 


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.


 


HCP, 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 Five Hundred
Million Dollars ($500,000,000) on January 30, 2018, and to pay interest thereon
from October 15, 2007 or from the most recent interest payment date on which
interest has been paid or duly provided for, semi-annually in arrears on January
30 and July 30 (each, an “Interest Payment Date”) of each year (or if such date
is not a Business Day, on the next Business Day thereafter; no interest will
accrue on such payment for the period from and after such Interest Payment Date
to the date of such payment on the next succeeding Business Day), commencing January
30, 2008, at the rate of 6.70% 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 the date that is 15 calendar days prior
to such Interest Payment Date, whether or not a Business Day. 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 Trust Company, N.A., located at 101 Barclay Street, Floor 8 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.


 


2

















 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed this 15th day of October,
2007.


 


	
   

  	
  HCP, Inc.,

  
	
   

  	
  a Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Wallace

  	
   

  
	
   

  	
  Name:

  	
  Mark A. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief Financial

  
	
   

  	
   

  	
  Officer and Treasurer

  
	
   

  	
   

  
	
  Attest:

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Edward J. Henning

  	
   

  
	
  Name:

  	
  Edward
  J. Henning

  
	
  Title:

  	
  Executive
  Vice President, General Counsel

  
	
   

  	
  and
  Corporate Secretary

  
						



 

















 


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 Trust
Company, N.A., as Trustee


 


	
  By:

  	
  /s/ Raymond Torres

  	
   

  
	
  Authorized Signatory

  
	
   

  
	
  Dated:
  October 15, 2007

  



 


This Note is one of a duly
authorized issue of securities (herein called the “Notes”) of HCP, Inc., a
Maryland Corporation, and any of its successors and assigns (the “Company”),
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 Trust
Company, N.A., as successor trustee to The Bank of New York (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 one of a duly authorized series of
securities of the Company designated as the “6.70% Senior Notes Due 2018,”
originally limited (subject to exceptions provided in the Indenture) in
aggregate principal amount to $600,000,000; 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 this Note. 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
any sinking fund.


 


The Notes may be redeemed,
in whole or in part, at any time at the option of the Company at a Redemption
Price equal to the greater of: (1) 100% of the principal amount of the Notes to
be redeemed, or (2) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to
the Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable
treasury rate (as defined below) plus 35 basis points, plus accrued and unpaid
interest on the amount being redeemed to the Redemption Date.


 


“Treasury rate” means, with
respect to any Redemption Date:


 


• the yield, under the heading which represents
the average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded U.S. Treasury 


 

















 


securities adjusted to
constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the comparable treasury issue (if no maturity is
within three months before or after the remaining life (as defined below),
yields for the two published maturities most closely corresponding to the
comparable treasury issue will be determined and the treasury rate will be interpolated
or extrapolated from such yields on a straight line basis, rounding to the
nearest month); or


 


• if such release (or any successor release) is
not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semi-annual equivalent
yield to maturity of the comparable treasury issue, calculated using a price
for the comparable treasury issue (expressed as a percentage of its principal
amount) equal to the comparable treasury price for such Redemption Date.


 


The treasury rate will be
calculated by the Independent Investment Banker on the third Business Day
preceding the date fixed for redemption.


 


“Comparable treasury issue”
means the U.S. Treasury security selected by an Independent Investment Banker
as having a maturity comparable to the remaining term (“remaining life”) of the
Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
Notes.


 


“Comparable treasury price” means (1) the average of
five Reference Treasury Dealer quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.


 


“Independent Investment
Banker” means one of the Reference Treasury Dealers appointed by the Company to
act as the “Independent Investment Banker.”


 


“Reference Treasury Dealers”
means each of Barclays Capital Inc., UBS Securities LLC and Banc of America
Securities LLC and their respective successors and two other nationally
recognized investment banking firms that are Primary Treasury Dealers specified
from time to time by the Company; provided, however, that if any of the
foregoing shall cease to be a primary US Government securities dealer in the
United States (a “Primary Treasury Dealer”), the Company shall substitute
therefor another nationally recognized investment banking firm that is a
Primary Treasury Dealer.


 


“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the comparable treasury
issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Independent Investment Banker at 5:00 p.m., New York City time,
on the third Business Day preceding such redemption date.


 


The Company may redeem the
Notes in increments of $1,000. If the Company redeems less than all of the
Notes, the Trustee will select the Notes to be redeemed using a method it
considers fair and appropriate. The Company will cause notices of redemption to
be mailed by first-class mail at least 30 but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at its registered
address.


 

















 


If this Note is to be redeemed
in part only, the notice of redemption that relates to this Note will state the
portion of the principal amount thereof to be redeemed. The Company will issue
a Note in principal amount equal to the unredeemed portion of this Note in the
name of the Holder hereof upon cancellation of the original Note. Any Notes
called for redemption will become due on the Redemption Date. On or after the
Redemption Date, interest will cease to accrue on the Notes or portions of them
called for redemption.


 


If a Change of Control
Repurchase Event (defined below) occurs, unless the Company has previously
exercised its right to otherwise redeem the Notes as described above, the
Company will make an offer to each Holder of Notes to repurchase all or any
part (in multiples of $1,000 principal amount) of that Holder’s Notes at a
repurchase price in cash equal to 101% of the aggregate principal amount of
Notes repurchased plus any accrued and unpaid interest on the Notes repurchased
to the date of repurchase. Within 30 days following any Change of Control
Repurchase Event or, at the Company’s option, prior to any Change of Control
(defined below), but after the public announcement of the Change of Control,
the Company will mail a notice to each Holder describing the transaction or
transactions that constitute or may constitute the Change of Control Repurchase
Event and offering to repurchase Notes on the payment 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 notice shall, if mailed prior to the
date of consummation of the Change of Control, state that the offer to
repurchase is conditioned on the Change of Control Repurchase Event occurring
on or prior to the payment date specified in the notice.


 


The Company will comply with
the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as
amended, (the “Exchange Act”), and any other securities laws and regulations to
the extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control Repurchase Event. To
the extent that the provisions of any securities laws or regulations conflict
with the Change of Control Repurchase Event provisions of the Notes, the
Company will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under the Change of Control
Repurchase Event provisions of the Notes by virtue of such conflict.


 


On the Change of Control
Repurchase Event payment date, the Company will, to the extent lawful:


 


(1)               accept for payment all Notes or portions of Notes
properly tendered pursuant to its offer;


 


(2)               deposit with the paying agent an amount equal to the
aggregate purchase price in respect of all Notes or portions of Notes properly
tendered; and


 


(3)               deliver or cause to be delivered to the Trustee the
Notes properly accepted, together with an officers’ certificate stating the
aggregate principal amount of Notes being purchased by the Company.


 


The Paying Agent will
promptly pay, from funds deposited by the Company for such purpose, to each
Holder of Notes properly tendered the purchase price for the Notes, and the
Trustee will promptly authenticate and mail (or cause to be transferred by
book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of any Notes surrendered.


 

















 


The Company will not be
required to make an offer to repurchase the Notes upon a Change of Control
Repurchase Event if a third party makes an offer in the manner, at the times
and otherwise in compliance with the requirements for an offer made by the
Company and such third party purchases all Notes properly tendered and not
withdrawn under its offer.


 


For purposes of the Notes:


 


“Change of Control Repurchase
Event” means the occurrence of both a Change of Control and a Below Investment
Grade Rating Event.


 


“Change of Control” means
the occurrence of any of the following:


 


(1)               the direct or indirect sale, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the Company’s
properties or assets and those of its subsidiaries, taken as a whole, to any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), other than the
Company or one of its wholly owned subsidiaries; or


 


(2)               the adoption of a plan relating to the liquidation or
dissolution of the Company; or


 


(3)               the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that
any “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
other than the Company or one of its wholly owned subsidiaries (provided that
this exception does not include any transaction in which public stockholders
cease to own Voting Stock entitling public stockholders to elect the same
percentage of the members of the Company’s board of directors as public
stockholders are entitled to elect on October 10, 2007), becomes the beneficial
owner, directly or indirectly, of more than 50% of the Company’s Voting Stock,
measured by voting power rather than number of shares; or


 


(4)               the first day on which a majority of the members of
the Company’s board of directors are not Continuing Directors.


 


Notwithstanding the
foregoing, a transaction effected to create a holding company for the Company
will not be deemed to involve a Change of Control if (1) pursuant to such
transaction the Company becomes a wholly owned subsidiary of such holding
company and (2) the holders of the Voting Stock of such holding company
immediately following such transaction are the same as the holders of the
Company’s Voting Stock immediately prior to such transaction.


 


“Continuing Directors”
means, as of any date of determination, any member of the Company’s board of
directors who:


 


(1)               was a member of such board of directors on October 15,
2007; or


 


(2)               was nominated for election or elected to the Company’s
board of directors with the approval of a majority of the Continuing Directors
who were members of the Company’s board of directors at the time of such
nomination or election.


 


“Voting Stock” as applied to
stock of any person, means shares, interests, participations or other
equivalents in the equity interest (however designated) in such person having
ordinary voting power for the election of the directors (or the equivalent) of
such person, other than shares, interests, participations or other equivalents
having such power only by reason of the occurrence of a contingency.


 

















 


“Below Investment Grade
Rating Event” means the Notes are rated below Investment Grade by both Rating
Agencies 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 a Change of Control (which period
shall be extended so long as the rating of the Notes is under publicly
announced consideration for possible downgrade by either of the Rating
Agencies); provided that a Below Investment Grade Rating Event otherwise
arising by virtue of a particular reduction in rating 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 Repurchase Event) 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 its 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).


 


“Investment Grade” means a
rating of Baa3 or better by Moody’s (or its equivalent under any successor
rating categories of Moody’s) and BBB- or better by S&P (or its equivalent
under any successor rating categories of S&P) (or, in each case, if such
Rating Agency ceases to rate the Notes for reasons outside of the Company’s
control, the equivalent investment grade credit rating from any Rating Agency
selected by the Company as a replacement Rating Agency).


 


“Rating Agency” means:


 


(1)               each of Moody’s and S&P; and


 


(2)               if either of Moody’s or S&P ceases to rate the
Notes or fails to make a rating of the Notes publicly available for reasons
outside of the Company’s control, 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 a replacement agency for Moody’s or S&P, or
both, as the case may be.


 


“Moody’s” means Moody’s
Investors Service, Inc.


 


“S&P” means Standard
& Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.


 


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 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 Exchange Act, 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 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.


 

















 


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.


 
















 


No. A-2


	
  CUSIP NO. 40414L AA7

  	
  PRINCIPAL AMOUNT

  



 


 


$100,000,000


 


HCP,
INC.


 


6.70%
SENIOR NOTES DUE 2018


 


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.


 


HCP, 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 One Hundred
Million Dollars ($100,000,000) on January 30, 2018, and to pay interest thereon
from October 15, 2007 or from the most recent interest payment date on which
interest has been paid or duly provided for, semi-annually in arrears on
January 30 and July 30 (each, an “Interest Payment Date”) of each year (or if
such date is not a Business Day, on the next Business Day thereafter; no
interest will accrue on such payment for the period from and after such
Interest Payment Date to the date of such payment on the next succeeding
Business Day), commencing January 30, 2008, at the rate of 6.70% 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 the date
that is 15 calendar days prior to such Interest Payment Date, whether or not a
Business Day. 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 Trust Company, N.A., located at 101 Barclay Street, Floor 8 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.


 


2

















 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed this 15th day of
October, 2007.


 


	
   

  	
  HCP, Inc.,

  
	
   

  	
  a Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Wallace

  	
   

  
	
   

  	
  Name:

  	
  Mark A. Wallace

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief Financial

  
	
   

  	
   

  	
  Officer and Treasurer

  
	
   

  	
   

  
	
  Attest:

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Edward J. Henning

  	
   

  
	
  Name:

  	
  Edward
  J. Henning

  
	
  Title:

  	
  Executive
  Vice President, General Counsel

  
	
   

  	
  and
  Corporate Secretary

  
						



 

















 


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 Trust
Company, N.A., as Trustee


 


	
  By:

  	
  /s/ Raymond Torres

  	
   

  
	
  Authorized Signatory

  
	
   

  
	
  Dated:
  October 15, 2007

  



 


This Note is one of a duly
authorized issue of securities (herein called the “Notes”) of HCP, Inc., a
Maryland Corporation, and any of its successors and assigns (the “Company”),
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 Trust
Company, N.A., as successor trustee to The Bank of New York (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 one of a duly authorized series of
securities of the Company designated as the “6.70% Senior Notes Due 2018,”
originally limited (subject to exceptions provided in the Indenture) in
aggregate principal amount to $600,000,000; 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 this Note. 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
any sinking fund.


 


The Notes may be redeemed,
in whole or in part, at any time at the option of the Company at a Redemption
Price equal to the greater of: (1) 100% of the principal amount of the Notes to
be redeemed, or (2) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to
the Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable
treasury rate (as defined below) plus 35 basis points, plus accrued and unpaid
interest on the amount being redeemed to the Redemption Date.


 


“Treasury rate” means, with
respect to any Redemption Date:


 


• the yield, under the heading which represents
the average for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded U.S. Treasury 


 

















 


securities adjusted to
constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the comparable treasury issue (if no maturity is
within three months before or after the remaining life (as defined below),
yields for the two published maturities most closely corresponding to the
comparable treasury issue will be determined and the treasury rate will be
interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month); or


 


• if such release (or any successor release) is
not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semi-annual equivalent
yield to maturity of the comparable treasury issue, calculated using a price
for the comparable treasury issue (expressed as a percentage of its principal
amount) equal to the comparable treasury price for such Redemption Date.


 


The treasury rate will be
calculated by the Independent Investment Banker on the third Business Day
preceding the date fixed for redemption.


 


“Comparable treasury issue”
means the U.S. Treasury security selected by an Independent Investment Banker
as having a maturity comparable to the remaining term (“remaining life”) of the
Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
Notes.


 


“Comparable treasury price” means (1) the average of
five Reference Treasury Dealer quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.


 


“Independent Investment
Banker” means one of the Reference Treasury Dealers appointed by the Company to
act as the “Independent Investment Banker.”


 


“Reference Treasury Dealers”
means each of Barclays Capital Inc., UBS Securities LLC and Banc of America
Securities LLC and their respective successors and two other nationally
recognized investment banking firms that are Primary Treasury Dealers specified
from time to time by the Company; provided, however, that if any of the
foregoing shall cease to be a primary US Government securities dealer in the
United States (a “Primary Treasury Dealer”), the Company shall substitute
therefor another nationally recognized investment banking firm that is a
Primary Treasury Dealer.


 


“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the comparable treasury
issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Independent Investment Banker at 5:00 p.m., New York City
time, on the third Business Day preceding such redemption date.


 


The Company may redeem the
Notes in increments of $1,000. If the Company redeems less than all of the
Notes, the Trustee will select the Notes to be redeemed using a method it
considers fair and appropriate. The Company will cause notices of redemption to
be mailed by first-class mail at least 30 but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at its registered
address.


 

















 


If this Note is to be
redeemed in part only, the notice of redemption that relates to this Note will
state the portion of the principal amount thereof to be redeemed. The Company
will issue a Note in principal amount equal to the unredeemed portion of this
Note in the name of the Holder hereof upon cancellation of the original Note.
Any Notes called for redemption will become due on the Redemption Date. On or
after the Redemption Date, interest will cease to accrue on the Notes or
portions of them called for redemption.


 


If a Change of Control Repurchase
Event (defined below) occurs, unless the Company has previously exercised its
right to otherwise redeem the Notes as described above, the Company will make
an offer to each Holder of Notes to repurchase all or any part (in multiples of
$1,000 principal amount) of that Holder’s Notes at a repurchase price in cash
equal to 101% of the aggregate principal amount of Notes repurchased plus any
accrued and unpaid interest on the Notes repurchased to the date of repurchase.
Within 30 days following any Change of Control Repurchase Event or, at the
Company’s option, prior to any Change of Control (defined below), but after the
public announcement of the Change of Control, the Company will mail a notice to
each Holder describing the transaction or transactions that constitute or may
constitute the Change of Control Repurchase Event and offering to repurchase
Notes on the payment 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 notice shall, if mailed prior to the date of consummation of the Change of
Control, state that the offer to repurchase is conditioned on the Change of
Control Repurchase Event occurring on or prior to the payment date specified in
the notice.


 


The Company will comply with
the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as
amended, (the “Exchange Act”), and any other securities laws and regulations to
the extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control Repurchase Event. To
the extent that the provisions of any securities laws or regulations conflict
with the Change of Control Repurchase Event provisions of the Notes, the
Company will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under the Change of Control
Repurchase Event provisions of the Notes by virtue of such conflict.


 


On the Change of Control
Repurchase Event payment date, the Company will, to the extent lawful:


 


(1)               accept for payment all Notes or portions of Notes
properly tendered pursuant to its offer;


 


(2)               deposit with the paying agent an amount equal to the
aggregate purchase price in respect of all Notes or portions of Notes properly
tendered; and


 


(3)               deliver or cause to be delivered to the Trustee the
Notes properly accepted, together with an officers’ certificate stating the
aggregate principal amount of Notes being purchased by the Company.


 


The Paying Agent will
promptly pay, from funds deposited by the Company for such purpose, to each
Holder of Notes properly tendered the purchase price for the Notes, and the
Trustee will promptly authenticate and mail (or cause to be transferred by
book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of any Notes surrendered.


 

















 


The Company will not be
required to make an offer to repurchase the Notes upon a Change of Control
Repurchase Event if a third party makes an offer in the manner, at the times
and otherwise in compliance with the requirements for an offer made by the
Company and such third party purchases all Notes properly tendered and not
withdrawn under its offer.


 


For purposes of the Notes:


 


“Change of Control
Repurchase Event” means the occurrence of both a Change of Control and a Below
Investment Grade Rating Event.


 


“Change of Control” means
the occurrence of any of the following:


 


(1)               the direct or indirect sale, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the Company’s
properties or assets and those of its subsidiaries, taken as a whole, to any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), other
than the Company or one of its wholly owned subsidiaries; or


 


(2)               the adoption of a plan relating to the liquidation or
dissolution of the Company; or


 


(3)               the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that
any “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
other than the Company or one of its wholly owned subsidiaries (provided that
this exception does not include any transaction in which public stockholders
cease to own Voting Stock entitling public stockholders to elect the same
percentage of the members of the Company’s board of directors as public
stockholders are entitled to elect on October 10, 2007), becomes the beneficial
owner, directly or indirectly, of more than 50% of the Company’s Voting Stock,
measured by voting power rather than number of shares; or


 


(4)               the first day on which a majority of the members of
the Company’s board of directors are not Continuing Directors.


 


Notwithstanding the
foregoing, a transaction effected to create a holding company for the Company
will not be deemed to involve a Change of Control if (1) pursuant to such
transaction the Company becomes a wholly owned subsidiary of such holding
company and (2) the holders of the Voting Stock of such holding company
immediately following such transaction are the same as the holders of the
Company’s Voting Stock immediately prior to such transaction.


 


“Continuing Directors”
means, as of any date of determination, any member of the Company’s board of
directors who:


 


(1)               was a member of such board of directors on October 15,
2007; or


 


(2)               was nominated for election or elected to the Company’s
board of directors with the approval of a majority of the Continuing Directors
who were members of the Company’s board of directors at the time of such
nomination or election.


 


“Voting Stock” as applied to
stock of any person, means shares, interests, participations or other
equivalents in the equity interest (however designated) in such person having
ordinary voting power for the election of the directors (or the equivalent) of
such person, other than shares, interests, participations or other equivalents
having such power only by reason of the occurrence of a contingency.


 

















 


“Below Investment Grade
Rating Event” means the Notes are rated below Investment Grade by both Rating
Agencies 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 a Change of Control (which period shall be
extended so long as the rating of the Notes is under publicly announced
consideration for possible downgrade by either of the Rating Agencies);
provided that a Below Investment Grade Rating Event otherwise arising by virtue
of a particular reduction in rating 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 Repurchase Event) 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 its 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).


 


“Investment Grade” means a
rating of Baa3 or better by Moody’s (or its equivalent under any successor
rating categories of Moody’s) and BBB- or better by S&P (or its equivalent
under any successor rating categories of S&P) (or, in each case, if such
Rating Agency ceases to rate the Notes for reasons outside of the Company’s
control, the equivalent investment grade credit rating from any Rating Agency
selected by the Company as a replacement Rating Agency).


 


“Rating Agency” means:


 


(1)               each of Moody’s and S&P; and


 


(2)               if either of Moody’s or S&P ceases to rate the
Notes or fails to make a rating of the Notes publicly available for reasons
outside of the Company’s control, 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 a replacement agency for Moody’s or S&P, or
both, as the case may be.


 


“Moody’s” means Moody’s
Investors Service, Inc.


 


“S&P” means Standard
& Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.


 


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 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 Exchange Act, 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 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.


 

















 


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.