Exhibit 4(c)
Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trust (as
defined below) or its agent for registration of transfer, exchange or
payment, and any Note 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., 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.*
Unless and until it is exchanged in whole or in part for Notes in a
certificated form, this Note may not be transferred except as a whole by DTC
to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC
or by DTC or any such nominee to a successor depository or a nominee of such
successor depository.*
REGISTERED CUSIP No.: PRINCIPAL AMOUNT
No.: 1 ▇▇▇▇▇▇▇▇▇ $50,000,000
WASHINGTON REAL ESTATE INVESTMENT TRUST
MEDIUM-TERM NOTE
(Fixed Rate)
ORIGINAL ISSUE DATE: February 25, 1998 INTEREST RATE: 7.25%
STATED MATURITY DATE: February 25, 2028
INTEREST PAYMENT DATES: DEFAULT RATE: Not Applicable
[ ] January 1 and July 1
[X ] Other: February 25 and August 25
REDEMPTION: The Notes may be redeemed at any time at the option of the Trust
at the Redemption Price set forth herein
INITIAL REDEMPTION PERCENTAGE: Not Applicable
ANNUAL REDEMPTION PERCENTAGE REDUCTION: Not Applicable
OPTIONAL REPAYMENT: None [ ] Check if an Original Issue
Discount Note
Issue Price:
SPECIFIED CURRENCY: [ X ] U.S. Dollars AUTHORIZED DENOMINATION:
[ ] Other:________ [ X ] $1,000 and integral multiples thereof
EXCHANGE RATE AGENT: Not Applicable [ ] Other:________________________________
ADDENDUM ATTACHED: [ ] Yes OTHER/ADDITIONAL PROVISIONS:
[ X ] No ______________________________________
--------------------------------------
* This paragraph applies to Global Securities only.
1
WASHINGTON REAL ESTATE INVESTMENT TRUST, a Maryland real estate
investment trust (hereinafter called the "Trust", which term shall include
any successor trust or corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, upon presentation, the principal sum of Fifty Million Dollars
($50,000,000) on the Stated Maturity Date specified above (or any Redemption
Date or Optional Repayment Date, each as defined on the reverse hereof) (each
such Stated Maturity Date, Redemption Date or Optional Repayment Date being
hereinafter referred to as the "Maturity Date" with respect to the principal
repayable on such date) and to pay interest thereon, at the Interest Rate per
annum specified above, until the principal hereof is paid or duly made
available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at the Default Rate per annum specified above
on any overdue principal, premium and/or interest. The Trust will pay
interest in arrears on each Interest Payment Date, if any, specified above,
commencing with the first Interest Payment Date next succeeding the Original
Issue Date specified above, and on the Maturity Date; provided, however, that
if the Original Issue Date occurs between a Record Date (as defined below)
and the next succeeding Interest Payment Date, interest payments will
commence on the second Interest Payment Date next succeeding the Original
Issue Date to the Holder of this Note on the Record Date with respect to such
second Interest Payment Date. Interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this
Note shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".
Interest on this Note will accrue from and including the immediately
preceding Interest Payment Date to which interest has been paid or duly
provided for (or from and including the Original Issue Date if no interest
has been paid or duly provided for) to but excluding the applicable Interest
Payment Date or the Maturity Date, as the case may be (each, an "Interest
Period"). 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 Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the fifteenth calendar day (whether or
not a Business Day as defined below) immediately preceding such Interest
Payment Date (the "Record Date"); provided, however, that interest payable on
the Maturity Date will be payable to the Person to whom the principal hereof
and premium, if any, hereon shall be payable. Any such interest not so
punctually paid or duly provided for ("Defaulted Interest") shall forthwith
cease to be payable to the Holder on such Record Date, and shall be paid to
the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on a special record date (the "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 the Holder
of this Note by the Trustee 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 this
Note may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.
Payment of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date will be made in immediately available funds
upon presentation and surrender of this
2
Note (and, with respect to any applicable repayment of this Note, a duly
completed election form as contemplated on the reverse hereof) at the
corporate trust office of the Trustee maintained for that purpose in the
Borough of Manhattan, The City of New York, currently located c/o First
Chicago Trust Company of New York, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ 10005, or at such other paying agency in the Borough of Manhattan,
The City of New York, as the Trust may determine; provided, however, that if
such payment is to be made in a Specified Currency other than United States
dollars as set forth below, such payment will be made by wire transfer of
immediately available funds to an account with a bank designated by the
holder hereof at least 15 calendar days prior to the Maturity Date, provided
that such bank has appropriate facilities therefor and that this Note (and,
if applicable, a duly completed repayment election form) is presented and
surrendered at the aforementioned office of the Trustee in time for the
Trustee to make such payment in such funds in accordance with its normal
procedures. Payment of interest due on any Interest Payment Date other than
the Maturity Date will be made by check mailed to the address of the person
entitled thereto as such address shall appear in the Security Register
maintained at the aforementioned office of the Trustee; provided, however,
that a holder of U.S.$10,000,000 (or, if the Specified Currency specified
above is other than United States dollars, the equivalent thereof in the
Specified Currency) or more in aggregate principal amount of Notes (whether
having identical or different terms and provisions) will be entitled to
receive interest payments on such Interest Payment Date by wire transfer of
immediately available funds if appropriate wire transfer instructions have
been received in writing by the Trustee not less than 15 calendar days prior
to such Interest Payment Date. Any such wire transfer instructions received
by the Trustee shall remain in effect until revoked by such holder.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the required payment of principal, premium, if any,
and/or interest shall be made on the next succeeding Business Day with the
same force and effect as if made on the date such payment was due, and no
interest shall accrue with respect to such payment for the period from and
after such Interest Payment Date or the Maturity Date, as the case may be, to
the date of such payment on the next succeeding Business Day.
As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or executive order to close in
The City of New York; provided, however, that if the Specified Currency is
other than United States dollars and any payment is to be made in the
Specified Currency in accordance with the provisions hereof, such day is also
not a day on which banking institutions are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing the Specified Currency unless the
Specified Currency is European Currency Units ("ECU"), in which case such day
is also not a day that appears as an ECU non-settlement day on the display
designated as "ISDE" on the ▇▇▇▇▇▇ Monitor Money Rates Service (or is not a
day designated as an ECU non-settlement day by the ECU Banking Association)
or, if ECU non-settlement days do not appear on that page (and are not so
designated), a day that is not a day on which payments in ECU cannot be
settled in the international interbank market). "Principal Financial Center"
means the capital city of the country issuing the Specified Currency, except
that with respect to United States dollars, Australian dollars, Canadian
dollars, Deutsche marks, Dutch
3
guilders, Italian lire, Swiss francs and ECU, the "Principal Financial
Center" shall be The City of New York, Sydney, Toronto, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Trust is obligated to make payment of principal, premium, if any,
and interest in respect of this Note in the Specified Currency (or, if the
Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts, in such other coin or currency of the
country which issued the Specified Currency as at the time of such payment is
legal tender for the payment of such debts). If the Specified Currency is
other than United States dollars, any such amounts so payable by the Trust
will be converted by the Exchange Rate Agent specified above into United
States dollars for payment to the holder of this Note; provided, however,
that the holder of this Note may elect to receive such amounts in such
Specified Currency pursuant to the provisions set forth below.
If the Specified Currency is other than United States dollars and the
holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or
interest in respect of this Note in the Specified Currency, any United States
dollar amount to be received by the holder of this Note will be based on the
highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign
exchange dealers (one of whom may be the Exchange Rate Agent) selected by the
Exchange Rate Agent and approved by the Trust for the purchase by the quoting
dealer of the Specified Currency for United States dollars for settlement on
such payment date in the aggregate amount of the Specified Currency payable
to all holders of Notes scheduled to receive United States dollar payments
and at which the applicable dealer commits to execute a contract. All
currency exchange costs will be borne by the holder of this Note by
deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.
If the Specified Currency is other than United States dollars, the
holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect of this
Note in the Specified Currency by submitting a written request for such
payment to the Trustee at its corporate trust office in The City of New York
on or prior to the applicable Record Date or at least 15 calendar days prior
to the Maturity Date, as the case may be. Such written request may be mailed
or hand delivered or sent by cable, telex or other form of facsimile
transmission. The holder of this Note may elect to receive all or a
specified portion of all future payments in the Specified Currency in respect
of such principal, premium, if any, and/or interest and need not file a
separate election for each payment. Such election will remain in effect
until revoked by written notice to the Trustee, but written notice of any
such revocation must be received by the Trustee on or prior to the applicable
Record Date or at least 15 calendar days prior to the Maturity Date, as the
case may be.
Except as set forth below, if the Specified Currency is other than
United States dollars or a composite currency and the holder of this Note
shall have duly made an election to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect of this
Note in the Specified Currency and if the Specified Currency is not available
due to the imposition of exchange controls or other circumstances beyond the
control of the Trust, the Trust will be entitled
4
to satisfy its obligations to the holder of this Note by making such payment
in United States dollars on the basis of the Market Exchange Rate (as defined
below), computed by the Exchange Rate Agent, on the second Business Day prior
to such payment date or, if such Market Exchange Rate is not then available,
on the basis of the most recently available Market Exchange Rate or as
otherwise specified on the face hereof. The "Market Exchange Rate" for the
Specified Currency means the noon dollar buying rate in The City of New York
for cable transfers for the Specified Currency as certified for customs
purposes by (or if not so certified, as otherwise determined by) the Federal
Reserve Bank of New York. Any payment made under such circumstances in
United States dollars will not constitute an Event of Default (as defined in
the Indenture).
If the Specified Currency is a composite currency and the holder of this
Note shall have duly made an election to receive all or a specified portion
of any payment of principal, premium, if any, and/or interest in respect of
this Note in the Specified Currency and if such composite currency is
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Trust, then the Trust will be entitled to satisfy
its obligations to the holder of this Note by making such payment in United
States dollars. The amount of each payment in United States dollars shall be
computed by the Exchange Rate Agent on the basis of the equivalent of the
composite currency in United States dollars. The component currencies of the
composite currency for this purpose (collectively, the "Component Currencies"
and each, a "Component Currency") shall be the currency amounts that were
components of the composite currency as of the last day on which the
composite currency was used. The equivalent of the composite currency in
United States dollars shall be calculated by aggregating the United States
dollar equivalents of the Component Currencies. The United States dollar
equivalent of each of the Component Currencies shall be determined by the
Exchange Rate Agent on the basis of the Market Exchange Rate on the second
Business Day prior to the required payment or if such Market Exchange Rate is
not then available, on the basis of the most recently available Market
Exchange Rate for each such Component Currency, or as otherwise specified on
the face hereof.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error,
be conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified above, in the Addendum
hereto, which further provisions shall have the same force and effect as if
set forth on the face hereof.
5
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, Washington Real Estate Investment Trust has caused
this Note to be duly executed.
WASHINGTON REAL ESTATE INVESTMENT TRUST
Dated: February 25, 1998 By:
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
President and Chief Executive Officer
Attest:
By:
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Assistant Secretary
[SEAL]
6
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
-------------------------------
Authorized Signatory
7
WASHINGTON REAL ESTATE INVESTMENT TRUST
MEDIUM-TERM NOTE
(Fixed Rate)
This Note is one of a duly authorized issue of senior debt securities of
the Trust (herein called the "Debt Securities"), issued and to be issued in
one or more series under an Indenture, dated as of August 1, 1996, as
amended, modified or supplemented from time to time (the "Indenture"),
between the Trust and The First National Bank of Chicago (herein called 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 Trust, the
Trustee and the Holders of the Debt Securities and of the terms upon which
the Debt Securities are, and are to be, authenticated and delivered. This
Note is one of the series of Debt Securities designated as "Medium-Term Notes
Due Nine Months or More From Date of Issue" (the "Notes"). All terms used
but not defined in this Note specified on the face hereof or in an Addendum
hereto shall have the meanings assigned to such terms in the Indenture.
This Note is issuable only in registered form without coupons in minimum
denominations of U.S.$1,000 and integral multiples thereof or the minimum
Authorized Denomination specified on the face hereof.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the
following paragraphs, will not be redeemable or repayable prior to the Stated
Maturity Date.
This Note will be subject to redemption at the option of the Trust on
any date, in whole or from time to time in part in increments of U.S.$1,000
or the minimum Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S.$1,000 or such minimum Authorized
Denomination), at the Redemption Price (as defined below), on notice given no
more than 60 nor less than 30 calendar days prior to the date fixed for
redemption (the "Redemption Date") and in accordance with the provisions of
the Indenture. The "Redemption Price" shall equal the sum of (i) the
principal amount of the Notes being redeemed plus accrued and unpaid interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Notes.
The following definitions apply with respect to any redemption or
accelerated payment of the Notes of this series:
"Make-Whole Amount" means, in connection with any optional redemption of
any Notes, the excess, if any, of (i) the aggregate present value as of the
date of such redemption of each dollar of principal being redeemed and the
amount of interest (exclusive of interest accrued to the date of redemption)
that would have been payable in respect of each such dollar if such
redemption had not been made, determined by discounting, on a semi-annual
basis, such principal and interest at the applicable Reinvestment Rate
(determined on the third Business Day preceding the date such notice
8
of redemption is given) from the respective dates on which such principal and
interest would have been payable if such redemption had not been made, over
(ii) the aggregate principal amount of the Notes being redeemed.
"Reinvestment Rate" means .25% plus the yield on treasury securities at
a constant maturity for the most recent week under the heading "Week Ending"
published in the most recent Statistical Release under the caption "Treasury
Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the payment date of
the principal of the Notes being redeemed or paid. If no maturity exactly
corresponds to such maturity, yields for the two published maturities most
closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be
interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For 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.
"Statistical Release" means the statistical release designated "H.15
(519)" or any successor publication which is published weekly by the Federal
Reserve System and which establishes yields on actively traded United States
government securities adjusted to constant maturities or, if such statistical
release is not published at the time of any determination under the
Indenture, then such other reasonably comparable index which shall be
designated by the Trust.
This Note will be subject to repayment by the Trust at the option of the
holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or in part in increments of U.S. $1,000 or the minimum
Authorized Denomination (provided that any remaining principal amount hereof
shall be at least U.S. $1,000 or such minimum Authorized Denomination), at a
repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date fixed for repayment
(each, a "Repayment Date"). For this Note to be repaid, this Note must be
received, together with the form hereon entitled "Option to Elect Repayment"
duly completed, by the Trustee at its corporate trust office in the City of
New York not more than 60 nor less than 30 calendar days prior to the
Repayment Date. Exercise of such repayment option by the holder hereof will
be irrevocable. In the event of repayment of this Note in part only, a new
Note of like tenor for the unrepaid portion hereof and otherwise having the
same terms as this Note shall be issued in the name of the holder hereof upon
the presentation and surrender hereof.
If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(1) the Issue Price specified on the face hereof (increased by any accruals
of the Discount, as defined below) and, in the event of any redemption of
this Note (if applicable), multiplied by the Initial Redemption Percentage
(as adjusted by the Annual Redemption Percentage Reduction, if applicable)
and (2) any unpaid interest on this Note accrued from the Original Issue Date
to the Redemption Date, Repayment Date or date of acceleration of maturity,
as the case may be. The difference between the Issue Price and 100% of the
principal amount of this Note is referred to herein as the "Discount".
9
For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued using a constant yield method. The
constant yield will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption
that the maturity of this Note will not be accelerated. If the period from
the Original Issue Date to the initial Interest Payment Date (the "Initial
Period") is shorter than the compounding period for this Note, a
proportionate amount of the yield for an entire compounding period will be
accrued. If the Initial Period is longer than the compounding period, then
such period will be divided into a regular compounding period and a short
period, with the short period being treated as provided in the preceding
sentence.
If an Event of Default, as defined in the Indenture, 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 Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Trust on this Note and (b) certain restrictive
covenants and the related defaults and Events of Default applicable to the
Trust, in each case, upon compliance by the Trust with certain conditions set
forth in the Indenture, which provisions apply to this Note.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust and the rights of the Holders of the Debt Securities at any time by the
Trust and the Trustee with the consent of the Holders of not less than a
majority in principal amount of all Debt Securities at the time outstanding
and affected thereby. The Indenture also contains provisions permitting the
Holders of not less than a majority of the aggregate principal amount of the
outstanding Debt Securities of any series, on behalf of the Holders of all
such Debt Securities, to waive compliance by the Trust 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 Debt Securities of any series, in certain instances, to
waive, on behalf of all of the Holders of Debt Securities of such series,
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 Trust, which is
absolute and unconditional, to pay the principal, premium, if any, and
interest in respect of this Note at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register
of the Trust upon surrender of this Note for registration of transfer at the
office or agency or the Trust in any place where the principal hereof and any
premium or interest hereon are payable, duly endorsed by, or accompanied by a
written
10
instrument of transfer in form satisfactory to the Trust and the Security
Registrar for the Notes duly executed by, the Holder hereof or 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.
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 Trust 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
Trust, the Trustee and any agent of the Trust 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 Trust, the
Trustee nor any such agent shall be affected by notice to the contrary.
The obligations of the Trust under the Indenture and this Note and all
documents delivered in the name of the Trust in connection herewith and
therewith do not and shall not constitute personal obligations of the
trustees, officers, employees, agents or shareholders of the Trust or any of
them, and shall not involve any claim against or personal liability on the
part of any of them, and all persons including the Trustee shall look solely
to the assets of the Trust for the payment of any claim thereunder or for the
performance thereof and shall not seek recourse against such trustees,
officers, employees, agents or shareholders of the Trust or any of them or
any of their personal assets for such satisfaction. The performance of the
obligations of the Trust under the Indenture and this Note and all documents
delivered in the name of the Trust in connection therewith shall not be
deemed a waiver of any rights or powers of the Trust, trustees or
shareholders under the Trust's Declaration of Trust.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
11
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ___ Custodian ___
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act _____________________
in common (State)
Additional abbreviations may also be used though not in the above list.
12
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
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 Washington Real Investment Trust and _____________________
hereby does irrevocably constitute and appoint
...............................................................................
Attorney to transfer said Note on the books of the within-named Trust with full
power of substitution in the premises.
Dated: ........................................................................
Signature: ....................................................................
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.
Signature Guaranteed: ........................................................
NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution"
that is a member or participant in a "signature guarantee program" (e.g., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature Program).
D:\KEV\NOTE.WPD