Exhibit 4.2
GLOBAL SECURITY
6% CONVERTIBLE NOTES DUE MAY 15, 2024
THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE 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
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, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND
ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
CAPITAL AUTOMOTIVE REIT
6% CONVERTIBLE NOTES DUE MAY 15, 2024
ISIN: US139733AB56
CUSIP No.: 139733AB5
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Certificate
No.
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U.S.$110,000,000
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Capital Automotive
REIT, a real estate investment trust organized under the laws of
the State of Maryland (the “Company”), for value
received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of One Hundred Ten Million United States
Dollars (U.S.$110,000,000) on May 15, 2024, unless prepaid
prior thereto, together with accrued interest thereon at the rate
of 6% per annum.
1. Interest .
Interest on this
Convertible Note shall be due and payable in accordance with the
terms hereof and of the Indenture (defined below). Interest shall
be payable semi-annually in arrears on each May 15 and
November 15, commencing on November 15, 2004, to
registered holders of the Convertible Notes on the last day of the
preceding month. Payments of interest on the Convertible Notes
shall include interest accrued to but excluding the respective
Interest Payment Dates. Interest payments for the Convertible Notes
shall be computed and paid on the basis of a 360-day year of twelve
30-day months. In the event that any date on which interest is
payable on the Convertible Notes is not a Business Day, then a
payment of the interest payable on such date shall be made on the
next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), with the
same force and effect as if made on the date the payment was
originally payable.
2. Method of Payment
.
The
Company will pay interest on this Convertible Note (except
defaulted interest) to the Person who is the registered Holder of
this Convertible Note at the close of business on April 15 or
October 15, as the case may be, next preceding the related
interest payment date. Subject to the terms and conditions of the
Indenture, the Company will make payments in respect of the
Redemption Price, Purchase Price, Change in Control Purchase Price
and the principal amount at Stated Maturity, as the case may be, to
the Holder who surrenders a Convertible Note to a Paying Agent to
collect such payments in respect of the Convertible Note. The
Company will pay cash amounts in money of the United States that at
the time of payment is legal tender for payment of public and
private debts. However, the Company may pay interest, the
Redemption Price, Purchase Price, Change in Control Purchase Price
and the principal amount at Stated Maturity, as the case may be, by
check or wire payable in such money; provided, however ,
that a Holder holding Convertible Notes with an aggregate principal
amount in excess of $2,000,000 will be paid by wire transfer in
immediately available funds at the election of such Holder. The
Company may mail an interest check to the Holder’s registered
address. Notwithstanding the foregoing, so long as this Convertible
Note is registered in the name of a Depositary or its nominee, all
payments hereon shall be made by wire transfer of immediately
available funds to the account of the Depositary or its
nominee.
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Any
interest that is not punctually paid or duly provided for on an
Interest Payment Date shall forthwith cease to be payable to the
Holders on the Regular Record Date and may either be paid to the
Person or Persons in whose name the Convertible Notes are
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 the Convertible Notes
not less than ten (10) days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange, if any, on which
the Convertible Notes shall be listed, and upon such notice as may
be required by any such exchange, all as more fully provided in the
Senior Indenture.
3. Paying Agent, Conversion
Agent, Calculation Agent and Registrar .
Initially, Wells
Fargo Bank, National Association (the “ Trustee
”) will act as Paying Agent, Conversion Agent, Calculation
Agent and Registrar. The Company may appoint and change any Paying
Agent, Conversion Agent, Calculation Agent or Registrar without
notice, other than notice to the Trustee; provided that the
Company will maintain at least one Paying Agent in the State of New
York, City of New York, Borough of Manhattan, which shall initially
be an office or agency of the Trustee. The Company or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent,
Conversion Agent, Calculation Agent or Registrar.
4. Indenture .
This Note is one
of a duly authorized issue of 6% Convertible Notes due May 15,
2024 (the “ Convertible Notes ”) issued and to
be issued under an indenture dated as of April 15, 2004 (the
“Base Indenture”), as supplemented by the Second
Supplemental Indenture dated May 12, 2004 (the “
Supplemental Indenture ,” and collectively with the
Base Indenture, the “ Indenture ”), by and
between the Company and Wells Fargo Bank, National Association, as
trustee (the “ Trustee ,” which term includes
any successor trustee as permitted under the Indenture). Reference
is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Convertible Notes
and the terms upon which the Convertible Notes are, and are to be,
authenticated and delivered.
Capitalized terms
used herein and not otherwise defined shall have the meanings set
forth in the Indenture.
5. Redemption at the Option of
the Company .
No
sinking fund is provided for the Convertible Notes. The Convertible
Notes are not redeemable prior to May 15, 2009. On or after
May 15, 2009, the Convertible Notes are redeemable, at any
time in whole or from time to time in part, for a redemption price
equal to 100% of the principal amount of the Convertible Notes to
be redeemed (“ Redemption Price ”) plus accrued
and unpaid interest up to but not including the Redemption Date;
provided that, if the Redemption Date is on or after a
Regular Record Date but on or prior to the related Interest Payment
Date, interest will be payable to the Holders in whose names the
Convertible Notes are registered at the close of business on the
relevant Regular Record Date.
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6. Purchase By the Company at
the Option of the Holder .
Subject to the
terms and conditions of the Indenture, the Company shall become
obligated to purchase at the option of the Holder, all or any
portion of the Convertible Notes held by such Holder, in any
integral multiple of $1,000, on May 15, 2009, May 15,
2014 and May 15, 2019 (each, a “ Purchase Date
”) at a purchase price per Convertible Note equal to 100% of
the aggregate principal amount of the Convertible Note (the
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