Ex 4.2
GLOBAL NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OR 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. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO, HAS AN
INTEREST HEREIN.
No. 1 $200,000,000
HEALTH AND RETIREMENT PROPERTIES TRUST
Remarketed Reset Note due July 9, 2007
CUSIP 000000XX0
Health and Retirement Properties Trust, a Maryland real estate investment
trust (the "Company"), for value received, hereby promises to pay to CEDE & CO.
or registered assigns, in the Borough of Manhattan, The City of New York, the
principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000), on July 9, 2007, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest in arrears on each January 9, April 9, July 9 and October 9, as the
case may be, or any other date (including July 9, 1998) as shall be established
by the Company as an interest payment date (each, an "Interest Payment Date"),
commencing on October 9, 1997, and at maturity, on the principal amount of this
Global Note, in like coin or currency, at the times and at the rate per annum
from time to time in effect as set forth below, from the most recent date to
which interest has been paid or, if no interest has been paid, from July 9,
1997. The interest so payable on each Interest
Payment Date will, subject to certain exceptions provided in the Indenture
referred to below, be paid to the person in whose name this Global Note is
registered on the 15th calendar day, whether or not a Business Day, next
preceding the applicable Interest Payment Date.
This Global Note is issued in respect of a duly authorized issue of
Securities of the Company, designated as the Remarketed Reset Notes due July 9,
2007 of the Company (the "Notes"), limited (except as otherwise provided in the
Indenture referred to below) in aggregate principal amount to $200,000,000. The
Notes represent one of a duly authorized series of Securities of the Company,
issued and to be issued in one or more series under an Indenture and a
Supplemental Indenture, each dated as of July 9, 1997 (collectively, the
"Indenture"), between the Company and State Street Bank and Trust Company, as
trustee (herein called the "Trustee"). The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by the Trust
Indenture Act of 1939, as amended (the "Act"). The Notes are subject to all such
terms, and beneficial owners of interests in this Global Note are referred to
the Indenture and the Act for a statement of such terms. All terms used in this
Global Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture. The Notes of this series are general and unsecured
obligations of the Company.
Except as provided below, owners of beneficial interests in the Notes
evidenced by this Global Note will not be entitled to receive definitive Notes
evidencing such ownership. Beneficial interests in the Notes will be held
through a depositary selected by the Company, which initially is The Depository
Trust Company ("DTC"). This Global Note will be deposited with and held by DTC
and is registered in the name of DTC's nominee. So long as DTC's nominee is the
registered owner of this Global Note, such nominee for all purposes will be
considered the sole owner of the Notes under the Indenture. If DTC is at any
time unwilling, unable or ineligible to continue as depositary and a successor
depositary is not appointed by the Company within 90 calendar days of its
receipt of notice from DTC to such effect, the Company will issue individual
Notes in definitive form in exchange for this Global Note. In addition, the
Company may at any time and in its sole discretion determine not to have the
Notes represented by a Global Note. In either instance, an owner of a beneficial
interest in this Global Note will be entitled to have Notes equal in principal
amount to such beneficial interest registered in its name and will be entitled
to physical delivery of such Notes in definitive form. Notes so issued in
definitive form will be issued in denominations of $1,000 and any integral
multiple thereof and will be issued in registered form only, without coupons.
2
During the one-year period from and including July 9, 1997 to but excluding
July 9, 1998 (the "Initial Spread Period"), the interest rate on the Notes will
be reset quarterly, and will equal LIBOR (as defined herein) plus the applicable
Spread. The Spread during the Initial Spread Period is 0.45%. Unless notice of
redemption as a whole has been given, after the Initial Spread Period, the
duration, redemption dates, redemption type, redemption prices (if applicable),
Commencement Date (as defined herein), Interest Payment Dates (as defined
herein) and interest rate mode will be agreed to by the Company and the
Remarketing Underwriter (as defined herein) by 3:00 p.m., New York City time, on
each applicable Duration/Mode Determination Date (as defined herein) and the
Spread will be agreed to by the Company and the Remarketing Underwriter by 3:00
p.m., New York City time, on the corresponding Spread Determination Date (as
defined herein). Interest on the Notes during each Subsequent Spread Period (a
"Subsequent Spread Period") shall be payable, as applicable, either (i) at a
floating interest rate (such Notes being in the "Floating Rate Mode," and such
interest rate being a "Floating Rate") or (ii) at a fixed interest rate (such
Notes being in the "Fixed Rate Mode" and such interest rate being a "Fixed
Rate"), in each case as determined by the Remarketing Underwriter and the
Company in accordance with a Remarketing Agreement between the Remarketing
Underwriter and the Company (the "Remarketing Agreement").
During the Initial Spread Period, interest on the Notes will be payable
quarterly in arrears, on October 9, 1997, January 9, 1998, April 9, 1998 and
July 9, 1998 (or, if not a Business Day (as defined herein), on the next
succeeding Business Day (except as described below)), to the persons in whose
names the Notes are registered at the close of business on the applicable record
date (i.e., the 15th calendar day, whether or not a Business Day, next preceding
the applicable Interest Payment Date) next preceding such Interest Payment Date.
During the Initial Spread Period and any Subsequent Spread Period for which the
Notes are in the Floating Rate Mode, the interest rate on the Notes will be
reset quarterly and the Notes will bear interest at a per annum rate (computed
on the basis of the actual number of days elapsed over a 360-day year) equal to
LIBOR for the applicable Quarterly Period (as defined herein), plus the
applicable Spread. Interest on the Notes will accrue from and include each
Interest Payment Date (or, in the case of the Initial Quarterly Period (as
defined herein), July 9, 1997) but exclude the next succeeding Interest Payment
Date or maturity date, as the case may be. The Initial Quarterly Period will be
the period from and including July 9, 1997 to but excluding the first Interest
Payment Date (October 9, 1997) (the "Initial Quarterly Period"). Thereafter,
each Quarterly Period during the Initial Spread Period or any Subsequent Spread
Period for which the Notes are in the Floating Rate Mode (each, a "Quarterly
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Period") will be from and including the most recent Interest Payment Date to
which interest has been paid to but excluding the next Interest Payment Date;
the first day of a Quarterly Period is referred to herein as an "Interest Reset
Date."
After the Initial Spread Period, the Spread applicable to each Subsequent
Spread Period will be determined on each subsequent Spread Determination Date
which precedes the beginning of the corresponding Subsequent Spread Period,
pursuant to agreement between the Company and the Remarketing Underwriter
(except as otherwise provided below). If the Company and the Remarketing
Underwriter are unable to agree on the Spread for any Subsequent Spread Period,
(1) the Subsequent Spread Period will be one year, (2) the Notes will be reset
to the Floating Rate Mode, (3) the Spread for such Subsequent Spread Period will
be the Alternate Spread (as defined herein) and (4) the Notes will be redeemable
at the option of the Company,
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in whole or in part, upon at least five Business Days' notice given by no later
than the fifth Business Day after the relevant Spread Determination Date, at a
redemption price equal to 100% of the principal amount thereof, together with
accrued interest to the redemption date, except that the Notes may not be
redeemed prior to the Tender Date (as defined herein) or later than the last day
of such one-year Subsequent Spread Period. The Alternate Spread will be the
percentage equal to LIBOR (as described herein) for the Quarterly Period
beginning on the first date of such Subsequent Spread Period (the "Commencement
Date").
If any Interest Payment Date (other than at maturity), redemption date,
Interest Reset Date, Duration/Mode Determination Date, Spread Determination
Date, Commencement Date or Tender Date in the Floating Rate Mode would otherwise
be a day that is not a Business Day, such Interest Payment Date, redemption
date, Interest Reset Date, Duration/Mode Determination Date, Spread
Determination Date, Commencement Date or Tender Date will be postponed to the
next succeeding day that is a Business Day, except that if such Business Day is
in the next succeeding calendar month, such Interest Payment Date, redemption
date, Interest Reset Date, Commencement Date or Tender Date shall be the next
preceding Business Day. If the maturity date for the Notes falls on a day that
is not a Business Day, the related payment of principal and interest will be
made on the next succeeding Business Day as if it were made on the date such
payment was due, and no interest will accrue on the amounts so payable for the
period from and after such date.
LIBOR applicable for a Quarterly Period will be determined by the Rate
Agent (as defined herein) as of the second London Business Day (as defined
herein) preceding each Interest Reset Date (the "LIBOR Determination Date") in
accordance with the following provisions:
4
(i) LIBOR will be determined on the basis of the offered rates for
three-month deposits in U.S. Dollars of not less than U.S.$1,000,000, commencing
on the second London Business Day immediately following such LIBOR Determination
Date, which appears on Telerate Page 3750 (as defined herein) as of
approximately 11:00 a.m., London time, on such LIBOR Determination Date.
"Telerate Page 3750" means the display designated on page "3750" on the Telerate
Service (or such other page as may replace the 3750 page on that service or such
other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
U.S. Dollar deposits). If no rate appears on Telerate Page 3750, LIBOR for such
LIBOR Determination Date will be determined in accordance with the provisions of
paragraph (ii) below.
(ii) With respect to a LIBOR Determination Date on which no rate appears on
Telerate Page 3750 as of approximately 11:00 a.m., London time, on such LIBOR
Determination Date, the Rate Agent shall request the principal London offices of
each of four major reference banks in the London interbank market selected by
the Rate Agent to provide the Rate Agent with a quotation of the rate at which
three-month deposits in U.S. Dollars, commencing on the second London Business
Day immediately following such LIBOR Determination Date, are offered by it to
prime banks in the London interbank market as of approximately 11:00 a.m.,
London time, on such LIBOR Determination Date and in a principal amount equal to
an amount of not less than U.S.$1,000,000 that is representative for a single
transaction in such market at such time. If at least two such quotations are
provided, LIBOR for such LIBOR Determination Date will be the arithmetic mean of
such quotations as calculated by the Rate Agent. If fewer than two quotations
are provided, LIBOR for such LIBOR Determination Date will be the arithmetic
mean of the rates quoted as of approximately 11:00 a.m., New York City time, on
such LIBOR Determination Date by three major banks in The City of New York
selected by the Rate Agent (after consultation with the Company) for loans in
U.S. Dollars to leading European banks, having a three-month maturity commencing
on the second London Business Day immediately following such LIBOR Determination
Date and in a principal amount equal to an amount of not less than
U.S.$1,000,000 that is representative for a single transaction in such market at
such time; provided, however, that if the banks selected as aforesaid by the
Rate Agent are not quoting as mentioned in this sentence, LIBOR for such LIBOR
Determination Date will be LIBOR determined with respect to the immediately
preceding LIBOR Determination Date, or in the case of the first LIBOR
Determination Date, LIBOR for the Initial Quarterly Period.
If the Notes are to be reset to the Fixed Rate Mode, as agreed to by the
Company and the Remarketing Underwriter on a
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Duration/Mode Determination Date, then the applicable Fixed Rate for the
corresponding Subsequent Spread Period will be determined as of the sixth
calendar day following the Spread Determination Date (provided that such date is
a Business Day; otherwise, as of the next Business Day thereafter) (the "Fixed
Rate Determination Date") (provided, however, that in the case where the Notice
Date (as defined herein) also falls on the Fixed Rate Determination Date, the
Fixed Rate Determination Date will be the following Business Day thereafter), in
accordance with the following provisions: the Fixed Rate will be a per annum
rate and will be determined as of 12:00 noon on such Fixed Rate Determination
Date by adding the applicable Spread (as agreed to by the Company and the
Remarketing Underwriter on the preceding Spread Determination Date) to the yield
to maturity (expressed as a bond equivalent, on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) of the applicable United
States Treasury security, selected by the Rate Agent after consultation with the
Remarketing Underwriter, as having a maturity comparable to the duration
selected for the following Subsequent Spread Period, which would be used in
accordance with customary financial practice in pricing new issues of corporate
debt securities of comparable maturity to the duration selected for the
following Subsequent Spread Period.
Interest in the Fixed Rate Mode will be computed on the basis of a 360-day
year of twelve 30-day months. Such interest will be payable semiannually in
arrears on the Interest Payment Dates (January 9 and July 9, unless otherwise
specified by the Company and the Remarketing Underwriter on the applicable
Duration/Mode Determination Date) at the applicable Fixed Rate, as determined by
the Company and the Remarketing Underwriter on the Fixed Rate Determination
Date, beginning on the Commencement Date and for the duration of the relevant
Subsequent Spread Period. Interest on the Notes will accrue from and including
each Interest Payment Date to but excluding the next succeeding Interest Payment
Date or maturity date, as the case may be.
If any Interest Payment Date or any redemption date in the Fixed Rate Mode
falls on a day that is not a Business Day (in either case, other than any
Interest Payment Date or redemption date that falls on a Commencement Date, in
which case such date will be postponed to the next day that is a Business Day),
the related payment of principal and interest will be made on the next
succeeding Business Day as if it were made on the date such payment was due, and
no interest will accrue on the amounts so payable for the period from and after
such dates.
The Spread that will be applicable during each Subsequent Spread Period
will be the percentage (a) recommended by the Remarketing Underwriter so as to
result in a rate that, in the opinion of the Remarketing Underwriter, will
enable tendered
6
Notes to be remarketed by the Remarketing Underwriter at 100% of the principal
amount thereof, as described below, and (b) agreed to by the Company.
Unless notice of redemption of the Notes as a whole has been given, the
duration, redemption dates, redemption types (i.e., par, premium or make-whole),
redemption prices (if applicable), Commencement Date, Interest Payment Dates and
interest rate mode (i.e., Fixed Rate Mode or Floating Rate Mode) (and any other
relevant terms) for each Subsequent Spread Period will be established by 3:00
p.m., New York City time, on the 15th calendar day prior to the Commencement
Date of each Subsequent Spread Period (the "Duration/Mode Determination Date").
In addition, the Spread for each Subsequent Spread Period will be established by
3:00 p.m., New York City time, on the 10th calendar day prior to the
Commencement Date of such Subsequent Spread Period (the "Spread Determination
Date"). The Company will request, not later than seven nor more than 15 calendar
days prior to any Spread Determination Date, that DTC notify its Participants of
such Spread Determination Date and of the procedures that must be followed if
any beneficial owner of a Note wishes to tender such Note as described below.
The term "Business Day" means any day other than a Saturday or Sunday or a day
on which banking institutions in The City of New York are required or authorized
to close and, in the case of Notes in the Floating Rate Mode, that is also a
London Business Day. The term "London Business Day" means any day on which
dealings in deposits in U.S. Dollars are transacted in the London interbank
market.
Unless notice of redemption of the Notes as a whole has been given, the
Company will cause a notice to be given to Noteholders on the New York Business
Day (as defined herein) next following the Spread Determination Date for each
Subsequent Spread Period, specifying (1) the duration of such Subsequent Spread
Period, (2) the mode (i.e., Fixed Rate Mode or Floating Rate Mode), (3) the
Commencement Date, (4) any redemption dates, (5) any redemption type (i.e., par,
premium or make-whole), (6) any redemption prices, (7) the Spread for such
Subsequent Spread Period, (8) the identity of the Remarketing Underwriter, if
applicable, and (9) any other relevant provisions. The term "New York Business
Day" means any day other than a Saturday or Sunday or a day on which banking
institutions in The City of New York are required or authorized to close.
All percentages resulting from any calculation of any interest rate for the
Notes will be rounded, if necessary, to the nearest one hundred thousandth of a
percentage point, with five one millionths of a percentage point rounded upward
and all dollar amounts will be rounded to the nearest cent, with one half cent
being rounded upward.
7
In the event the Company and the Remarketing Underwriter agree on the
Spread on the Spread Determination Date with respect to any Subsequent Spread
Period, the Company and the Remarketing Underwriter will enter into a
Remarketing Underwriting Agreement (the "Remarketing Underwriting Agreement") on
such Spread Determination Date, under which the Remarketing Underwriter will
agree, subject to the terms and conditions set forth therein, to purchase from
tendering Noteholders on the date immediately following the end of a Subsequent
Spread Period (the "Tender Date") all Notes with respect to which the
Remarketing Underwriter receives a Tender Notice as described below at 100% of
the principal amount thereof (the "Purchase Price"). In such event (except as
otherwise provided below), each beneficial owner of a Note may, at such owner's
option, upon giving notice as provided below (the "Tender Notice"), tender such
Note for purchase by the Remarketing Underwriter on the Tender Date at the
Purchase Price. The Purchase Price will be paid by the Remarketing Underwriter
in accordance with the standard procedures of DTC. Interest accrued on the Notes
with respect to the preceding Quarterly Period will be paid by the Company in
the manner described above.
The Tender Notice must be received by the Remarketing Underwriter during
the period commencing on the calendar day following the Spread Determination
Date (or, if not a Business Day, on the next succeeding Business Day) and ending
at 5:00 p.m., New York City time, on the fifth calendar day following the Spread
Determination Date (or, if not a Business Day, on the next succeeding Business
Day) (the "Notice Date"). Except as otherwise provided below, a Tender Notice
shall be irrevocable. If a Tender Notice is not received for any reason by the
Remarketing Underwriter with respect to any Note by 5:00 p.m., New York City
time, on the Notice Date, the beneficial owner of such Note shall be deemed to
have elected not to tender such Note for purchase by the Remarketing
Underwriter.
The obligation of the Remarketing Underwriter to purchase Notes from
tendering Noteholders will be subject to several conditions precedent set forth
in the Remarketing Underwriting Agreement. In addition, the Remarketing
Underwriting Agreement will provide for the termination thereof by the
Remarketing Underwriter upon the occurrence of certain events. In the event
that, with respect to any Subsequent Spread Period, the Remarketing Underwriter
does not purchase on the relevant Tender Date all of the Notes for which a
Tender Notice shall have been given, then (1) all such Tender Notices will be
null and void, (2) none of the Notes for which such Tender Notices shall have
been given will be purchased by the Remarketing Underwriter on such Tender Date,
(3) the Subsequent Spread Period will be one year, which Subsequent Spread
Period shall be deemed to have commenced upon the applicable Commencement Date,
(4) the Notes
8
will be reset to the Floating Rate Mode, (5) the Spread for such Subsequent
Spread Period shall be the Alternate Spread and (6) the Notes will be redeemable
at the option of the Company, in whole or in part, upon at least 10 Business
Days' notice given by no later than the fifth Business Day following the
relevant Tender Date, or the date set forth in such notice, which shall be no
later than the last day of such one-year Subsequent Spread Period, in the manner
described below, at a redemption price equal to 100% of the principal amount
thereof, together with accrued interest to the redemption date.
No beneficial owner of any Note shall have any rights or claims under the
Remarketing Underwriting Agreement or against the Company or the Remarketing
Underwriter as a result of the Remarketing Underwriter not purchasing such
Notes, except as provided in clause (5) of the last sentence of the preceding
paragraph. The Company will have no obligation under any circumstance to
repurchase any Notes, except in the case of Notes called for redemption as
described herein.
If the Remarketing Underwriter does not purchase all Notes tendered for
purchase on any Tender Date, it will promptly notify the Company and the
Trustee. As soon as practicable after receipt of such notice, the Company will
cause a notice to be given to Noteholders specifying (1) the one-year duration
of the Subsequent Spread Period, (2) that the Notes will reset to the Floating
Rate Mode, (3) the Spread for such Subsequent Spread Period (which shall be the
Alternate Spread) and (4) LIBOR for the Initial Quarterly Period of such
Subsequent Spread Period.
The term "Remarketing Underwriter" means the nationally recognized
broker-dealer selected by the Company to act as Remarketing Underwriter. The
term "Rate Agent" means the nationally recognized broker-dealer selected by the
Company as its agent to determine (i) LIBOR and the interest rate on the Notes
for any Quarterly Period and/or (ii) the yield to maturity on the applicable
United States Treasury security that is used in connection with the
determination of the applicable Fixed Rate, and the ensuing applicable Fixed
Rate. Pursuant to a Remarketing Agreement, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated has agreed to act as Remarketing Underwriter and Rate Agent. The
Company, in its sole discretion, may change the Remarketing Underwriter and the
Rate Agent for any Subsequent Spread Period at any time at or prior to 3:00
p.m., New York City time, on the Duration/Mode Determination Date relating
thereto.
The Notes may not be redeemed by the Company prior to July 9, 1998. On that
date and on those Interest Payment Dates specified as redemption dates by the
Company on the Duration/Mode Determination Date in connection with any
Subsequent Spread Period, the Notes may be redeemed, at the option of the
Company,
10
in whole or in part, upon notice thereof given at any time during the 45
calendar day period ending on the tenth calendar day prior to the redemption
date (provided that notice of any partial redemption must be given at least 15
calendar days prior to the redemption date), in accordance with the redemption
type selected on the Duration/Mode Determination Date. In the event of any
redemption of less than all of the outstanding Notes, the particular Notes to be
redeemed will be selected by such method as the Company shall deem fair and
appropriate. So long as the Global Note is held by DTC, the Company will give
notice to DTC, and DTC will determine the principal amount to be redeemed from
the account of each Participant.
The redemption type to be chosen by the Company and the Remarketing
Underwriter on the Duration/Mode Determination Date may be one of the following
as defined herein: (i) Par Redemption; (ii) Premium Redemption; or (iii)
Make-Whole Redemption. "Par Redemption" means redemption at a redemption price
equal to 100% of the principal amount thereof, plus accrued interest thereon, if
any, to the redemption date. "Premium Redemption" means redemption at a
redemption price or prices greater than 100% of the principal amount thereof,
plus accrued interest thereon, if any, to the redemption date, as determined on
the Duration/Mode Determination Date. "Make-Whole Redemption" means redemption
at a redemption price equal to the sum of (i) the principal amount of the Notes
being redeemed plus accrued interest thereon, if any, to the redemption date and
(ii) the Make-Whole Amount (as defined herein), if any, with respect to such
Notes.
"Make-Whole Amount" means, in connection with any optional or accelerated
payment of any Note, the excess, if any, of (i) the aggregate present value as
of the date of such redemption or accelerated payment of each dollar or
principal being redeemed or paid and the amount of interest (exclusive of
interest accrued to the date of redemption or accelerated payment) that would
have been payable in respect of such dollar if such redemption or accelerated
payment had not been made, determined by discounting, on a semiannual basis,
such principal and interest at the Reinvestment Rate (as defined herein)
(determined on the third Business Day preceding the date such notice of
redemption is given or declaration of acceleration is made) from the respective
dates on which such principal and interest would have been payable if such
redemption or accelerated payment had not been made, over (ii) the aggregate
principal amount of the Notes being redeemed or paid.
"Reinvestment Rate" means 0.25% (twenty-five one hundredths of one percent)
plus the yield on treasury securities at constant maturity under the heading
"Week Ending" published in the Statistical Release (as defined herein) under the
caption
10
"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 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 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 Supplemental Indenture,
then such other reasonably comparable index which shall be designated by the
Rate Agent, after consultation with the Company.
In case an Event of Default (as defined in the Indenture) with respect to
the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the provisions provided in the Indenture.
The Indenture contains provisions permitting the holders of not less than a
majority of the aggregate principal amount of the outstanding Notes, on behalf
of the holders of all such Notes at a meeting duly called and held as provided
in the Indenture, to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided in the Indenture to
be made, given or taken by the holders of the Notes, including without
limitation, waiving (a) compliance by the Company with certain provisions of the
Indenture, and (b) certain past defaults under the Indenture and their
consequences. Any resolution passed or decision taken at any meeting of the
holders of the Notes in accordance with the provisions of the Indenture shall be
conclusive and binding upon such holders and upon all future holders of this
Note and other Notes issued upon the registration of transfer hereof or in
exchange heretofore or in lieu hereof.
The Company, the Trustee, and any agent of the Company or the Trustee may
treat the registered holder hereof as the absolute owner of this Global Note for
all purposes.
11
When a successor corporation assumes all of the obligations of its
predecessor under the Notes and the Indenture, the predecessor corporation will
be released from those obligations.
12
This Global Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by the
Trustee.
IN WITNESS WHEREOF, Health and Retirement Properties Trust has caused this
Global Note to be executed.
Dated: July 9, 1997
HEALTH AND RETIREMENT PROPERTIES TRUST
By:_____________________________________
Name:___________________________________
Title:__________________________________
13
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY
as Trustee
By_________________________________
Authorized Signatory
Dated: July 9, 1997
