<PAGE>
Exhibit 4C
[FACE OF NOTE]
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.: FLR-__________ ________ $__________
WASHINGTON REAL ESTATE INVESTMENT TRUST
MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY DATE:
OR BASES:
<TABLE>
<S> <C>
IF LIBOR: IF CMT RATE:
[ ] LIBOR Reuters Page [ ] CMT Telerate Page 7051
[ ] LIBOR Telerate Page [ ] CMT Telerate Page 7052
[ ] One-Week Average Yield
[ ] One-Month Average Yield
LIBOR CURRENCY:
INDEX MATURITY: INITIAL INTEREST RATE: ____% INTEREST PAYMENT DATE(S):
SPREAD (PLUS OR SPREAD MULTIPLIER: INITIAL INTEREST RESET
MINUS): DATE:
</TABLE>
MINIMUM INTEREST RATE: % MAXIMUM INTEREST RATE: % INTEREST RESET DATE(S):
--------------------------------------------
* This paragraph applies to Global Securities only.
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INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION PERCENTAGE
DATE: PERCENTAGE: % REDUCTION: %
OPTIONAL REPAYMENT DATE(S): CALCULATION AGENT:
INTEREST CATEGORY: DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate Note from to .
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: % from to .
[ ] Inverse Floating Rate Note [ ] Actual/Actual for the period
Fixed Interest Rate: % from to .
[ ] Original Issue Discount Note Applicable Interest Rate Basis:
Issue Price: %
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION:
[ ] United States dollars [ ] $1,000 and integral
multiples thereof
[ ] Other: [ ] Other:
EXCHANGE RATE AGENT:
DEFAULT RATE: %
ADDENDUM ATTACHED
[ ] Yes
[ ] No
OTHER/ADDITIONAL PROVISIONS:
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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 ________________________, or
registered assigns, upon presentation, the principal sum of
_____________________ 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 a rate per
annum equal to the Initial Interest Rate specified above until the Initial
Interest Reset Date specified above and thereafter at a rate determined in
accordance with the provisions specified above and on the reverse hereof with
respect to one or more Interest Rate Bases 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 (each, an "Interest Payment Date"), 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
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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 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
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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 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
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purpose in the Borough of Manhattan, The City of New York, currently located c/o
Bank One Trust Company, N.A., 14 Wall Street, Eighth Floor, New York, 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
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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
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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 other than the Maturity Date would
otherwise be a day that is not a Business Day, such Interest Payment Date shall
be postponed to the next succeeding Business Day, except that if LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day. If the Maturity Date falls on a day that is not a
Business Day, the required payment of principal, any premium and 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 additional interest shall accrue
with respect to such payment for the period from and after the Maturity Date to
the date of such payment on the next succeeding Business Day.
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
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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
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<PAGE>
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.
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.
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 16 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 16 calendar days prior to the
Maturity Date, as the case may be.
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.
Notwithstanding any provisions to the contrary contained herein, if the
face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply, this Note shall be subject to the terms set
forth in such Addendum or such "Other/Additional Provisions".
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.
5
<PAGE>
IN WITNESS WHEREOF, Washington Real Estate Investment Trust has caused
this Note to be duly executed.
WASHINGTON REAL ESTATE INVESTMENT TRUST
Dated: ______________ By: _________________________________
Name:
Title:
Attest:
By: ____________________________
Name:
Title:
6
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.
BANK ONE TRUST COMPANY, N.A.,
as Trustee
By: _________________________________
Authorized Signatory
7
<PAGE>
[REVERSE OF NOTE]
WASHINGTON REAL ESTATE INVESTMENT TRUST
MEDIUM-TERM NOTE, SERIES B
(Floating 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 Bank One Trust Company, N.A. (formerly, 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, Series
B, 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
two 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 on or after the Initial Redemption Date, if any, specified on the face
hereof, 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), together with unpaid interest accrued
thereon to the date fixed for redemption (each, a "Redemption Date"), on notice
given no more than 60 nor less than 30 calendar days prior to the Redemption
Date and in accordance with the provisions of the Indenture. The "Redemption
Price" shall initially be the Initial Redemption Percentage specified on the
face hereof multiplied by the unpaid principal amount of this Note to be
redeemed. The Initial Redemption Percentage shall decline at each anniversary of
the Initial Redemption Date by the Annual Redemption Percentage Reduction, if
any, specified on the face hereof until the Redemption Price is 100% of unpaid
principal amount to be redeemed. In the event of redemption of this Note in part
only, a new Note of like tenor for the unredeemed 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.
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
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<PAGE>
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".
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 so as to cause an assumed yield on the
Note to be constant. 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), a constant
coupon rate equal to the initial interest rate applicable to this Note 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.
The interest rate borne by this Note will be determined as
follows:
(i) Unless the Interest Category of this Note is specified on
the face hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse
Floating Rate Note", this Note shall be designated as a "Regular
Floating Rate Note" and, except as set forth below or on the face
hereof, shall bear interest at the rate determined by reference to the
applicable Interest Rate Basis or Bases (a) plus or minus any Spread
and/or (b) multiplied by any Spread Multiplier, in each case as
specified on the face hereof. Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note shall be payable shall be
reset as of each Interest Reset Date specified on the face hereof;
provided, however, that the interest rate in effect for the
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period, if any, from the Original Issue Date to the Initial Interest
Reset Date shall be the Initial Interest Rate.
(ii) If the Interest Category of this Note is specified on the
face hereof as a "Floating Rate/Fixed Rate Note", then, except as set
forth below or on the face hereof, this Note shall bear interest at the
rate determined by reference to the applicable Interest Rate Basis or
Bases (a) plus or minus any Spread and/or (b) multiplied by any Spread
Multiplier. Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note shall be payable shall be reset as of each
Interest Reset Date; provided, however, that (y) the interest rate in
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effect for the period, if any, from the Original Issue Date to the
Initial Interest Reset Date shall be the Initial Interest Rate and (z)
the interest rate in effect for the period commencing on the Fixed Rate
Commencement Date specified on the face hereof to the Maturity Date
shall be the Fixed Interest Rate specified on the face hereof or, if no
such Fixed Interest Rate is specified, the interest rate in effect
hereon on the day immediately preceding the Fixed Rate Commencement
Date.
(iii) If the Interest Category of this Note is specified on
the face hereof as an "Inverse Floating Rate Note", then, except as set
forth below or on the face hereof, this Note shall bear interest at the
Fixed Interest Rate minus the rate determined by reference to the
applicable Interest Rate Basis or Bases (a) plus or minus any Spread
and/or (b) multiplied by any Spread Multiplier; provided, however,
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that, unless otherwise specified on the face hereof, the interest rate
hereon shall not be less than zero. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Reset Date; provided, however, that
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the interest rate in effect for the period, if any, from the Original
Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate.
Unless otherwise specified on the face hereof, the rate with respect to
each Interest Rate Basis will be determined in accordance with the applicable
provisions below. Except as set forth above or on the face hereof, the interest
rate in effect on each day shall be (i) if such day is an Interest Reset Date,
the interest rate determined as of the Interest Determination Date (as defined
below) immediately preceding such Interest Reset Date or (ii) if such day is not
an Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding that Interest Reset Date.
If any Interest Reset Date would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding
Business Day, except that if LIBOR is an applicable Interest Rate Basis and such
Business Day falls in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day. In addition, if the
Treasury Rate is an applicable Interest Rate Basis and the Interest
Determination Date would otherwise fall on an Interest Reset Date, then such
Interest Reset Date will be postponed to 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 commercial banks are
authorized or required by law or executive order to close in The City of New
York; provided, however, that if the Specified Currency
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<PAGE>
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 commercial banks are authorized or required by law 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 the
Euro, in which case such day is also not a day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer (TARGET) System is closed;
provided, further, that if LIBOR is an applicable Interest Rate Basis, such day
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is also a London Business Day (as defined below). "London Business Day" means
any day on which commercial banks are open for business, including dealings in
the LIBOR Currency, as defined below, in London.
"Principal Financial Center" means (i) the capital city of the country
issuing the Specified Currency, except that with respect to (a) United States
dollars, it means The City of New York, (b) Australian dollars, it means Sydney
and Melbourne, (c) Canadian dollars, it means Toronto, (d) Deutsche marks, it
means Frankfurt, (e) Dutch guilders, it means Amsterdam, (f) Italian lire, it
means Milan, (g) South African rand, it means Johannesburg, and (h) Swiss
francs, it means Zurich, or (ii) the capital city of the country to which the
LIBOR Currency, if applicable, relates, except that with respect to (a) United
States dollars, it means The City of New York, (b) Australian dollars, it means
Sydney, (c) Canadian dollars, it means Toronto, (d) Deutsche marks, it means
Frankfurt, (e) Dutch guilders, it means Amsterdam, (f) Italian lire, it means
Milan, (g) Portuguese escudos, it means London, (h) South African rand, it means
Johannesburg, and (i) Swiss francs, it means Zurich.
The "Interest Determination Date" with respect to the Federal Funds
Rate and the Prime Rate will be the Business Day immediately preceding the
applicable Interest Reset Date; the "Interest Determination Date" with respect
to the CD Rate, the CMT Rate and the Commercial Paper Rate will be the second
Business Day immediately preceding the applicable Interest Reset Date; the
"Interest Determination Date" with respect to the Eleventh District Cost of
Funds Rate shall be the last working day of the month immediately preceding the
applicable Interest Reset Date on which the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") publishes the Index (as defined below);
and the "Interest Determination Date" with respect to LIBOR shall be the second
London Business Day immediately preceding the applicable Interest Reset Date.
The "Interest Determination Date" with respect to the Treasury Rate shall be the
day in the week in which the applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally auctioned (Treasury Bills are
normally sold at an auction held on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding Friday);
provided, however, that if an auction is held on the Friday of the week
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preceding the applicable Interest Reset Date, the Interest Determination Date
shall be such preceding Friday. If the interest rate of this Note is determined
with reference to two or more Interest Rate Bases specified on the face hereof,
the "Interest Determination Date" pertaining to this Note shall be the latest
Business Day that is at least two Business Days prior to the applicable Interest
Reset Date on which each Interest Rate Basis is determinable.
CD Rate. If an Interest Rate Basis for this Note is specified on the
-------
face hereof as the CD Rate, the CD Rate shall be determined as of the applicable
Interest Determination Date (a "CD Rate Interest Determination Date") as the
rate on such date for negotiable United States dollar certificates of deposit
having the Index Maturity specified on the face hereof as published by the Board
of
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Governors of the Federal Reserve System in the weekly statistical release
designated as H.15(519), or any successor publication ("H.15(519)") under the
caption "CDs (secondary market)", or, if not so published by 3:00 P.M., New York
City time, on the related Calculation Date (as defined below), the rate on such
CD Rate Interest Determination Date for negotiable United States dollar
certificates of deposit of the Index Maturity specified on the face hereof as
published in the daily update of H.15(519), available through the world wide web
site of the Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update or any successor site or
publication or other recognized electronic source used for the purpose of
displaying the applicable rate ("H.15 Daily Update"), under the caption "CDs
(secondary market)". If such rate is not yet published in either H.15(519) or
H.15 Daily Update by 3:00 P.M., New York City time, on the related Calculation
Date, then the CD Rate on such CD Rate Interest Determination Date will be
calculated by the Calculation Agent specified on the face hereof and will be the
arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York
City time, on such CD Rate Interest Determination Date, of three leading non-
bank dealers in negotiable United States dollar certificates of deposit in The
City of New York selected by the Calculation Agent for negotiable United States
dollar certificates of deposit of major United States money market banks for
negotiable United States certificates of deposit with a remaining maturity
closest to the Index Maturity in an amount that is representative for a single
transaction in that market at that time; provided, however, that if the dealers
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so selected by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate determined as of such CD Rate Interest Determination Date
will be the CD Rate in effect on such CD Rate Interest Determination Date.
CMT Rate. If an Interest Rate Basis for this Note is specified on the
--------
face hereof as the CMT Rate, the CMT Rate shall be determined as of the
applicable Interest Determination Date (a "CMT Rate Interest Determination
Date") as the rate displayed on (i) the CMT Telerate Page 7051 or (ii) the CMT
Telerate Page 7052, as specified on the face hereof.
If CMT Telerate Page 7051 is specified on the face hereof, the CMT Rate
as of the applicable CMT Rate Interest Determination Date shall be the
percentage equal to the yield for United States Treasury securities at "constant
maturity" having the Index Maturity specified on the face hereof as published in
H.15(519) under the caption "Treasury Constant Maturities", as the yield is
displayed on Bridge Telerate, Inc. (or any successor service) on page 7051 (or
any other page as may replace the specified page on that service) ("Telerate
Page 7051"), for the particular CMT Rate Interest Determination Date. If such
rate is not so displayed on Telerate Page 7051, then the CMT Rate shall be the
percentage equal to the yield for United States Treasury securities at "constant
maturity" having the particular Index Maturity and for the particular CMT Rate
Interest Determination Date as published in H.15(519) under the caption
"Treasury Constant Maturities." If such rate does not so appear in H.15(519),
then the CMT Rate shall be the rate on the particular CMT Rate Interest
Determination Date for the period of the particular Index Maturity as may then
be published by either the Federal Reserve System Board of Governors or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate which would otherwise have been published in
H.15(519). If such rate is not so published, then the CMT Rate shall be the rate
on the particular CMT Rate Interest Determination Date calculated by the
Calculation Agent as a yield to maturity based on the arithmetic mean of the
secondary market bid prices at approximately 3:30 P.M., New York City time, on
that CMT Rate Interest Determination
12
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Date of three leading primary United States government securities dealers in The
City of New York (each, a "Reference Dealer"), selected by the Calculation Agent
from five Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation, or, in the event of equality, one of the highest, and the
lowest quotation or, in the event of equality, one of the lowest, for United
States Treasury securities with an original maturity equal to the particular
Index Maturity, a remaining term to maturity no more than 1 year shorter than
that Index Maturity and in a principal amount that is representative for a
single transaction in the securities in that market at that time. If fewer than
five but more than two of the prices are provided as requested, then the CMT
Rate shall be the rate on the particular CMT Rate Interest Determination Date
calculated by the Calculation Agent based on the arithmetic mean of the bid
prices obtained and neither the highest nor the lowest of the quotations shall
be eliminated; or if fewer than three prices are provided as requested, then the
CMT Rate shall be the rate on the particular CMT Rate Interest Determination
Date calculated by the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices as of approximately 3:30
P.M., New York City time, on that CMT Rate Interest Determination Date of three
Reference Dealers selected by the Calculation Agent from five Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation or, in
the event of equality, one of the highest and the lowest quotation or, in the
event of equality, one of the lowest, for United States Treasury securities with
an original maturity greater than the particular Index Maturity, a remaining
term to maturity closest to that Index Maturity and in a principal amount that
is representative for a single transaction in the securities in that market at
that time. If fewer than five but more than two prices referred to in the
previous sentence are provided as requested, the CMT Rate on the particular CMT
Rate Interest Determination Date shall be calculated by the Calculation Agent
based on the arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of the quotations will be eliminated; or if fewer than three
prices referred to in the previous sentence are provided as requested, then the
CMT Rate shall be the CMT Rate in effect on the particular CMT Rate Interest
Determination Date.
If CMT Telerate Page 7052 is specified on the face hereof, the CMT Rate
as of the applicable CMT Rate Interest Determination Date shall be the
percentage equal to the one-week or one-month, as specified on the face hereof,
average yield for United States Treasury securities at "constant maturity"
having the Index Maturity specified on the face hereof as published in H.15(519)
opposite the caption "Treasury Constant Maturities", as the yield is displayed
on Bridge Telerate, Inc. (or any successor service) (on page 7052 or any other
page as may replace the specified page on that service) ("Telerate Page 7052"),
for the week or month, as applicable, ended immediately preceding the week or
month, as applicable, in which the particular Interest Determination Date falls.
If the rate referred to in the preceding sentence does not so appear on Telerate
Page 7052, then the CMT Rate shall be the percentage equal to the one-week or
one-month, as specified on the face hereof, average yield for United States
Treasury securities at "constant maturity" having the particular Index Maturity
and for the week or month, as applicable, preceding the particular Interest
Determination Date as published in H.15(519) opposite the caption "Treasury
Constant Maturities." If such rate does not so appear in H.15(519), then the CMT
Rate shall be the one-week or one-month, as specified on the face hereof,
average yield for United States Treasury securities at "constant maturity"
having the particular Index Maturity as otherwise announced by the Federal
Reserve Bank of New York for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the particular Interest
Determination Date falls.
13
<PAGE>
If such rate is not so published, then the CMT Rate shall be the rate on the
particular Interest Determination Date calculated by the Calculation Agent as a
yield to maturity based on the arithmetic mean of the secondary market bid
prices at approximately 3:30 P.M., New York City time, on that Interest
Determination Date of three Reference Dealers selected by the Calculation Agent
from five Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation, or, in the event of equality, one of the highest, and the
lowest quotation or, in the event of equality, one of the lowest, for United
States Treasury securities with an original maturity equal to the particular
Index Maturity, a remaining term to maturity no more than 1 year shorter than
that Index Maturity and in a principal amount that is representative for a
single transaction in the securities in that market at that time. If fewer than
five but more than two of the prices referred to in the previous sentence are
provided as requested, then the CMT Rate shall be the rate on the particular
Interest Determination Date calculated by the Calculation Agent based on the
arithmetic mean of the bid prices obtained and neither the highest nor the
lowest of the quotations shall be eliminated; or if fewer than three prices are
provided as requested, then CMT Rate on the particular Interest Determination
Date shall be calculated by the Calculation Agent as a yield to maturity based
on the arithmetic mean of the secondary market bid prices as of approximately
3:30 P.M., New York City time, on that Interest Determination Date of three
Reference Dealers selected by the Calculation Agent from five Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation or, in
the event of equality, one of the highest and the lowest quotation or, in the
event of equality, one of the lowest, for United States Treasury securities with
an original maturity greater than the particular Index Maturity, a remaining
term to maturity closest to that Index Maturity and in a principal amount that
is representative for a single transaction in the securities in that market at
the time. If fewer than five but more than two prices referred to in the
previous sentence are provided as requested, then the CMT Rate shall be the rate
on the particular Interest Determination Date calculated by the Calculation
Agent based on the arithmetic mean of the bid prices obtained and neither the
highest or the lowest of the quotations will be eliminated; or if fewer than
three prices referred to in the previous sentence are provided as requested,
then the CMT Rate shall be the CMT Rate in effect on that Interest Determination
Date.
If two United States Treasury securities with an original maturity
greater than the Index Maturity specified on the face hereof have remaining
terms to maturity equally close to the particular Index Maturity, the quotes for
the United States Treasury security with the shorter original remaining term to
maturity will be used.
Commercial Paper Rate. If an Interest Rate Basis for this Note is
---------------------
specified on the face hereof as the Commercial Paper Rate, the Commercial Paper
Rate shall be determined as of the applicable Interest Determination Date (a
"Commercial Paper Rate Interest Determination Date") as the Money Market Yield
(as defined below) on such date of the rate for commercial paper having the
Index Maturity as published in H.15(519) under the heading "Commercial Paper-
Nonfinancial". In the event that such rate is not published by 3:00 P.M., New
York City time, on such Calculation Date, then the Commercial Paper Rate on such
Commercial Paper Rate Interest Determination Date will be the Money Market Yield
of the rate for commercial paper having the Index Maturity as published in H.15
Daily Update under the heading "Commercial Paper-Nonfinancial". If such rate is
not yet published in either H.15(519) or H.15 Daily Update by 3:00 P.M., New
York City time, on such Calculation Date, then the Commercial Paper Rate on such
Commercial Paper Rate Interest
14
<PAGE>
Determination Date will be calculated by the Calculation Agent and shall be the
Money Market Yield of the arithmetic mean of the offered rates at approximately
11:00 A.M., New York City time, on such Commercial Paper Rate Interest
Determination Date of three leading dealers of United States dollar commercial
paper in The City of New York, selected by the Calculation Agent for commercial
paper having the Index Maturity placed for industrial issuers whose bond rating
is "Aa", or the equivalent, from a nationally recognized statistical rating
organization; provided, however, that if the dealers so selected by the
-------- -------
Calculation Agent are not quoting as mentioned in this sentence, the Commercial
Paper Rate determined as of such Commercial Paper Rate Interest Determination
Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate
Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
----------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.
Eleventh District Cost of Funds Rate. If an Interest Rate Basis for
------------------------------------
this Note is specified on the face hereof as the Eleventh District Cost of Funds
Rate, the Eleventh District Cost of Funds Rate shall be determined as of the
applicable Interest Determination Date (an "Eleventh District Cost of Funds Rate
Interest Determination Date") as the rate equal to the monthly weighted average
cost of funds for the calendar month immediately preceding the month in which
such Eleventh District Cost of Funds Rate Interest Determination Date falls, as
set forth under the caption "11th District" on the display on Bridge Telerate,
Inc. or any successor service on page 7058 or any other page as may replace the
specified page on that service ("Telerate Page 7058") as of 11:00 A.M., San
Francisco time, on such Eleventh District Cost of Funds Rate Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on such
Eleventh District Cost of Funds Rate Interest Determination Date, then the
Eleventh District Cost of Funds Rate on such Eleventh District Cost of Funds
Rate Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date. If the
FHLB of San Francisco fails to announce the Index on or prior to such Eleventh
District Cost of Funds Rate Interest Determination Date for the calendar month
immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate determined as of
such Eleventh District Cost of Funds Rate Interest Determination Date will be
the Eleventh District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date.
Federal Funds Rate. If an Interest Rate Basis for this Note is
------------------
specified on the face hereof as the Federal Funds Rate, the Federal Funds Rate
shall be determined as of the applicable Interest
15
<PAGE>
Determination Date (a "Federal Funds Rate Interest Determination Date") as the
rate on such date for United States dollar federal funds as published in
H.15(519) under the caption "Federal Funds (Effective)" as displayed on Bridge
Telerate, Inc. or any successor service on page 120 or any other page as may
replace the specified page on that service ("Telerate Page 120"), or, if such
rate does not appear on Telerate Page 120 or is not published by 3:00 P.M., New
York City time, on the Calculation Date, the rate on such Federal Funds Rate
Interest Determination Date for United States dollar federal funds published in
H.15 Daily Update under the caption "Federal Funds/Effective Rate". If such rate
is not published in either H.15(519) or H.15 Daily Update by 3:00 P.M., New York
City time, on the related Calculation Date, then the Federal Funds Rate on such
Federal Funds Interest Determination Date shall be calculated by the Calculation
Agent as the arithmetic mean of the rates for the last transaction in overnight
United States dollar federal funds arranged by three leading brokers of United
States dollar federal funds transactions in The City of New York, selected by
the Calculation Agent, prior to 9:00 A.M., New York City time, on such Federal
Funds Rate Interest Determination Date; provided, however, that if the brokers
-------- -------
so selected by the Calculation Agent are not quoting as mentioned in this
sentence, the Federal Funds Rate determined as of such Federal Funds Rate
Interest Determination Date will be the Federal Funds Rate in effect on such
Federal Funds Rate Interest Determination Date.
LIBOR. If an Interest Rate Basis for this Note is specified on the face
-----
hereof as LIBOR, LIBOR shall be determined by the Calculation Agent as of the
applicable Interest Determination Date (a "LIBOR Interest Determination Date")
in accordance with the following provisions:
(i) if (a) "LIBOR Reuters" is specified on the face hereof, the
arithmetic mean of the offered rates calculated by the Calculation Agent (unless
the LIBOR Page (as defined below) by its terms provides only for a single rate,
in which case such single rate will be used) for deposits in the LIBOR Currency
(as defined below) having the Index Maturity, commencing on the related Interest
Reset Date, that appear (or, if only a single rate is required as aforesaid,
appears) on the LIBOR Page (as defined below) as of 11:00 A.M., London time, on
such LIBOR Interest Determination Date, or (b) "LIBOR Telerate" is specified on
the face hereof, or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified
on the face hereof as the method for calculating LIBOR, the rate for deposits in
the LIBOR Currency having the Index Maturity, commencing on the related Interest
Reset Date, that appears on the LIBOR Page as of 11:00 A.M., London time, on
such LIBOR Interest Determination Date.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on the
LIBOR Page as specified in clause (i) above, LIBOR will be calculated by the
Calculation Agent of at least two offered quotations obtained by the Calculation
Agent after requesting the principal London offices of each of four major
reference banks in the London interbank market to provide the Calculation Agent
with its offered quotation for deposits in the LIBOR Currency for the period of
the Index Maturity, commencing on the related Interest Reset Date, to prime
banks in the London interbank market at approximately 11:00 A.M., London time,
on such LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in such LIBOR Currency in such market at
such time. If fewer than two offered quotations are so provided as requested,
then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean
of the rates quoted at
16
<PAGE>
approximately 11:00 A.M., in the applicable Principal Financial Center, on such
LIBOR Interest Determination Date by three major banks in that Principal
Financial Center, selected by the Calculation Agent for loans in the LIBOR
Currency to leading European banks, having the Index Maturity and in a principal
amount that is representative for a single transaction in such LIBOR Currency in
such market at such time; provided, however, that if the banks so selected by
-------- -------
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
determined as of such LIBOR Interest Determination Date shall be LIBOR in effect
on such LIBOR Interest Determination Date.
"LIBOR Currency" means the currency specified on the face hereof as to
which LIBOR shall be calculated. If no such currency is specified on the face
hereof, the LIBOR Currency shall be United States dollars.
"LIBOR Page" means (a) if "LIBOR Reuters" is specified on the face
hereof, the display on the Reuter Monitor Money Rates Service (or any successor
service) on the page specified on the face hereof (or any other page as may
replace such page on such service) for the purpose of displaying the London
interbank rates of major banks for the LIBOR Currency, or (b) if "LIBOR
Telerate" is specified on the face hereof or neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified on the face hereof as the method for calculating LIBOR,
the display on Bridge Telerate, Inc. (or any successor service) for the purpose
of displaying the London interbank rates of major banks for the LIBOR Currency.
Prime Rate. If an Interest Rate Basis for this Note is specified on the
----------
face hereto as the Prime Rate, the Prime Rate shall be determined as of the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as the rate on such date as such rate is published in H.15(519) under the
caption "Bank Prime Loan". If such rate is not published by 3:00 P.M., New York
City time, on the related Calculation Date, then the Prime Rate shall be the
rate published in H.15 Daily Update under the caption "Bank Prime Loan". If such
rate is not yet published in either H.15(519) or H.15 Daily Update by 3:00 P.M.,
New York City time, on the related Calculation Date, then the Prime Rate shall
be the arithmetic mean of the rates of interest publicly announced by each bank
that appears on the Reuters Screen US PRIME 1 Page (as defined below) as the
applicable bank's prime rate or base lending rate as of 11:00 A.M., New York
City time, on such Prime Rate Interest Determination Date. If fewer than four
such rates appear by 3:00 P.M., New York City time, on the Reuters Screen US
PRIME 1 Page for such Prime Rate Interest Determination Date, the Prime Rate
shall be the arithmetic mean of the prime rates or base lending rates quoted on
the basis of the actual number of days in the year divided by a 360-day year as
of the close of business on such Prime Rate Interest Determination Date by three
major banks in The City of New York selected by the Calculation Agent; provided,
however, that if the banks so selected by the Calculation Agent are not quoting
as mentioned in this sentence, the Prime Rate determined as of such Prime Rate
Interest Determination Date will be the Prime Rate in effect on such Prime Rate
Interest Determination Date.
17
<PAGE>
"Reuters Screen US PRIME 1 Page" means the display on the Reuter
Monitor Money Rates Service (or any successor service) on the US PRIME 1 page
(or any other page as may replace that page on that service) for the purpose of
displaying prime rates or base lending rates of major United States banks.
Treasury Rate. If an Interest Rate Basis for this Note is specified on
-------------
the face hereof as the Treasury Rate, the Treasury Rate shall be determined as
of the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date") as the rate from the auction held on such Treasury Rate
Interest Determination Date (the "Auction") of direct obligations of the United
States ("Treasury Bills") having the Index Maturity under the caption
"INVESTMENT RATE" on the display on Bridge Telerate, Inc. or any successor
service on page 56 or any other page as may replace that page on that service
("Telerate Page 56") or page 57 or any other page as may replace page 57 on that
service ("Telerate Page 57"). In the event that the results of the Auction of
Treasury Bills having the Index Maturity are not published as provided above by
3:00 P.M., New York City time, on such Calculation Date, then the Treasury Rate
shall be the Bond Equivalent Yield of the rate for the applicable Treasury Bills
as published in H.15 Daily Update, or another recognized electronic source used
for the purpose of displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Auction High", or, if such rate is not
published by 3:00 P.M., New York City time, on the Calculation Date, the rate on
such Treasury Rate Interest Determination Date shall be the Bond Equivalent
Yield of the auction rate of the applicable Treasury Bills announced by the
United States Department of the Treasury, or, in the event the auction rate is
not announced by the United States Department of the Treasury, or if the Auction
is not held, the Treasury Rate shall be the Bond Equivalent Yield of the rate on
the applicable Interest Determination Date of Treasury Bills having the Index
Maturity published in H.15(519) under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market". In the event that such rate is not
published by 3:00 P.M., New York City time, on such Calculation Date, then the
Treasury Rate on such Treasury Rate Interest Determination Date will be the rate
of Treasury Bills having the Index Maturity as published in H.15 Daily Update
under the heading "U.S. Government Securities/Treasury Bills/Secondary Market".
If such rate is not yet published in either H.15(519) or H.15 Daily Update by
3:00 P.M., New York City time, on such Calculation Date, then the Treasury Rate
on such Treasury Rate Interest Determination Date will be calculated by the
Calculation Agent and shall be the Bond Equivalent Yield of the arithmetic mean
of the secondary market bid rates, as of approximately 3:30 P.M., New York City
time, on such Treasury Rate Interest Determination Date, of three primary United
States government securities dealers, selected by the Calculation Agent, for the
issue of Treasury Bills with a remaining maturity closest to the Index Maturity;
provided, however, that if the dealers so selected by the Calculation Agent are
not quoting as mentioned in this sentence, the Treasury Rate determined as of
such Treasury Rate Interest Determination Date will be the Treasury Rate in
effect on such Treasury Rate Interest Determination Date.
"Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
Bond Equivalent Yield = D x N x 100
-------
360 - ( D x M )
18
<PAGE>
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the interest period
for which interest is being calculated.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, in each case as specified on the face hereof. The
interest rate on this Note will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.
The Calculation Agent shall calculate the interest rate hereon on or
before each Calculation Date. The "Calculation Date", if applicable, pertaining
to any Interest Determination Date shall be the earlier of (i) the tenth
calendar day after such Interest Determination Date or, if such day is not a
Business Day, the next succeeding Business Day or (ii) the Business Day
immediately preceding the applicable Interest Payment Date or the Maturity Date,
as the case may be. At the request of the Holder hereof, the Calculation Agent
will provide to the Holder hereof the interest rate hereon then in effect and,
if determined, the interest rate that will become effective as a result of a
determination made for the next succeeding Interest Reset Date.
Accrued interest hereon shall be an amount calculated by multiplying
the principal amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the applicable Interest Period. Unless otherwise specified as the Day Count
Convention on the face hereof, the interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis
or by the actual number of days in the year if the CMT Rate or the Treasury Rate
is an applicable Interest Rate Basis. Unless otherwise specified as the Day
Count Convention on the face hereof, the interest factor for this Note, if the
interest rate is calculated with reference to two or more Interest Rate Bases,
shall be calculated in each period in the same manner as if only the Applicable
Interest Rate Basis specified on the face hereof applied.
All percentages resulting from any calculation on this Note shall be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards, and all amounts used in or
resulting from such calculation on this Note shall be rounded, in the case of
United States dollars, to the nearest cent.
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.
19
<PAGE>
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 or formula, 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 presentation and 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 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.
20
<PAGE>
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.
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:
<TABLE>
<S> <C>
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)
</TABLE>
Additional abbreviations may also be used though not in the above list.
21
<PAGE>
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).
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Trust
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the undersigned, at
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate
trust office in the Borough of Manhattan, The City of New York, currently
located at __________________________ ____________, not more than 60 nor less
than 30 calendar days prior to the Repayment Date, this Note with this "Option
to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000 (or, if the
Specified Currency is other than United States dollars, the minimum Authorized
Denomination specified on the face hereof)) which the holder elects to have
repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid: $ _________ ____________________________________
Notice: The signature(s) on this
Date: ____________________ Option to Elect Repayment must
correspond with the name(s) as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatsoever.
