EXHIBIT 10.27
AMENDED AND RESTATED VOTING TRUST AGREEMENT
This AMENDED AND RESTATED VOTING TRUST AGREEMENT is made as of
June 30, 1992 by and between AMS Properties, Inc., a Delaware corporation (the
"Beneficiary") and HRPT Advisors, Inc., a Delaware corporation ("Advisors"), as
trustee (in such capacity, together with any successor trustee, the "Trustee").
WITNESSETH THAT:
WHEREAS, pursuant to an Acquisition Agreement, Agreement to Lease and
Mortgage Loan Agreement dated as of December 28, 1990 (as the same may be
amended, modified or supplemented from time to time, the "AMS Acquisition
Agreement") among American Medical Services, Inc. ("AMS"), AMS Holding Co.,
GranCare, Inc. (f/k/a HostMasters, Inc.) ("GranCare"), the Beneficiary and
Health and Rehabilitation Properties Trust, a Maryland real estate investment
trust (the "Company"), the Company made a loan to the Beneficiary the sum of
Fifteen Million Dollars ($15,000,000) which loan is evidenced by a promissory
note dated as of December 28, 1990 (as the same may be amended, modified or
supplemented from time to time, the "Note") made by the Beneficiary and payable
to the order of the Company;
WHEREAS, pursuant to the AMS Acquisition Agreement, the Company
acquired from AMS certain property more particularly described therein
(hereinafter, the "AMS Leased Properties") and, pursuant to a master lease
agreement dated as of December 28, 1990 by and between the Beneficiary, as
tenant, and the Company, as landlord, and the facility leases thereunder (such
master lease agreement and facility leases, as the same may be amended,
modified, or supplemented from time to time, collectively, the "AMS Lease"), the
Company leased the AMS Leased Properties back to the Beneficiary;
WHEREAS, in connection with the execution of the AMS Acquisition
Agreement, the Beneficiary pledged One Million (1,000,000) common shares of
beneficial interest, $.01 par value, of the Company (the "Deposited Shares")
registered in the name of the Beneficiary with Advisors in trust pursuant to the
terms and conditions of that certain Voting Trust Agreement dated as of December
28, 1990, (the "Original Voting Trust Agreement") to the Company pursuant to
that certain HRP Shares Pledge Agreement dated as of December 28, 1990 (the
"Original HRP Shares Pledge Agreement"); and the Beneficiary further agreed,
pursuant to the terms and conditions of the Original Voting Trust Agreement, to
deposit with the Trustee in trust certain additional shares of, capital stock of
the Company ("Capital Stock"), or securities convertible into or exchangeable
for capital stock of HRP, acquired by it after the date thereof as provided
therein;
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WHEREAS, pursuant to a letter agreement dated April 10, 1992, between
GranCare and the Company, the Company agreed to enter into a long-term lease
with GCI Health Care Centers, Inc. ("GCI"), a Delaware corporation and wholly
owned subsidiary of GranCare, with respect to certain real property, and the
related improvements and personal property, located in Arizona, California and
South Dakota and more particularly described therein pursuant to leases of even
date herewith, each of which incorporates by reference a master lease document
of even date herewith by and between the Company, as landlord and GCI, as tenant
(as such leases may be amended, modified or supplemented from time to time, the
"GCI Lease", and together with the AMS Lease, the "Leases");
WHEREAS, the Company has agreed to enter into the GCI Lease provided
that the Beneficiary, which company is under common control with GCI and has
heretofore entered into sale-leaseback, mortgage financing and/or leasing
transactions with the Company, agrees to guarantee payment and performance of
GCI's obligations to the Company and to certain cross collateralization and
cross default provisions set forth in that certain Guaranty, Cross Default and
Cross Collateralization Agreement of even date herewith (the "Cross Guaranty");
WHEREAS, GCI has agreed to guarantee payment and performance of the
obligations of the Beneficiary to the Company and to the cross collateralization
and cross default provisions of the Cross Guaranty;
WHEREAS, in furtherance of the Cross Guaranty and to induce the Company
to enter into the GCI Lease, the Company and the Beneficiary have executed and
delivered an Amended and Restated HRP Shares Pledge Agreement, of even date
herewith (the "Amended and Restated Shares Pledge Agreement"), which amends and
restates the Original Shares Pledge Agreement so as to provide for the
Beneficiary's further pledge unto the Company of all of its right, title and
interest in and to the Collateral (as defined therein) as security for the
Obligations (as defined therein);
WHEREAS, the Beneficiary agrees that Advisors shall continue to be the
Trustee hereunder and agrees to continue to empower the Trustee to vote the
Deposited Shares and any additional shares of Capital Stock deposited with, or
held by, the Trustee hereunder; and
WHEREAS, the Trustee has consented to continue to act under this
Agreement for the purposes herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
premises and agreements herein contained, and in consideration of the deposit in
trust, with the Trustee, of the Deposited Shares, and such other shares of
Capital Stock as may, from time to time, to be deposited hereunder, the parties
hereto
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hereby agree that the Original Voting Trust Agreement shall be amended and
restated in full as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
used in this Agreement without definition shall have the meaning specified
therefor in the Amended and Restated Shares Pledge Agreement.
2. The Trustee. The Trustee shall be Advisors which, for and during the
term and any continuance of this Agreement, shall be Trustee in respect of all
Deposited Shares and additional shares of Capital Stock of the Company deposited
pursuant to the provisions hereof with all the powers, rights and privileges and
subject to all the conditions and covenants hereinafter set forth.
In the event that Advisors or any successor Trustee shall become
unwilling or unable to serve as Trustee, it may appoint in writing a successor
Trustee, who shall accept this trust upon the same terms as provided by Section
17 hereof by filing its written acceptance in the executive offices of the
Company.
3. Voting Trust Agreement. A copy of this Agreement and of every
amendment or supplement hereto shall be filed in the executive offices of the
Company located in The Commonwealth of Massachusetts, and shall be open to the
inspection of the Beneficiary during normal business hours. All Voting Trust
Certificates issued as hereinafter provided shall be issued, received and held
subject to all the terms of this Agreement.
4. Transfer of Stock to Trustee. (a) The Beneficiary has previously
assigned and transferred to the Trustee the Deposited Shares subject to and upon
the terms and conditions of this Agreement. The Beneficiary hereby reaffirms its
delivery to the Trustee of stock certificates representing the Deposited Shares,
together with stock powers attached endorsed in blank.
(b) In the event the Beneficiary shall, at any time or from time to
time, after having become a party to this Agreement, become the owner or holder
of any additional shares of Capital Stock by virtue of any one or more
reclassifications, changes, exchanges, stock splits, stock dividends, stock
consolidations, or other subdivisions or combinations of the shares of any class
of the Company's Capital Stock or of any immediate or remote successor to
substantially all of the Company's business or assets pursuant to any one or
more of the events described in this sentence, or the consolidation of the
Company or any such successor with, or merger of the Company or any such
successor into, other corporations, or other recapitalizations or
reorganizations affecting the Company or any such successor, or any one or more
sales or conveyances to another corporation of the Company's or any such
successor's property as an entirety or substantially as an entirety, the
Beneficiary shall, within a reasonable period of time (not to exceed ten (10)
days) after such event, assign and transfer to the Trustee such additional
shares
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of Capital Stock and deliver to the Trustee stock certificates representing such
shares of Capital Stock, together with stock powers attached duly endorsed in
blank.
(c) All of the Deposited Shares, and all additional shares of Capital
Stock deposited hereunder, and all payments made to or property received by the
Trustee as owner of such Capital Stock, shall be received by the Trustee in
trust and be held and/or deposited or otherwise disposed of by the Trustee under
and pursuant to the terms and conditions hereof.
5. Voting Trust Certificates. (a) Upon the receipt of the Deposited
Shares from the Beneficiary, the Trustee issued and delivered to the Beneficiary
a certificate representing the beneficial interest in such Deposited Shares (the
"Original Certificate") which was registered in the name of the Beneficiary on
the So-oks of the Trustee. Upon the execution and delivery of this Agreement,
the Beneficiary shall surrender such Original Certificate to the Trustee and the
Trustee shall cancel such Original Certificate and shall issue and deliver to
the Beneficiary a new certificate representing the beneficial interest in such
Deposited Shares (a "Voting Trust Certificate") which shall be registered in the
name of the Beneficiary on the books of the Trustee. Until and unless changed by
the Trustee, each Voting Trust Certificate issued hereunder in respect of the
Deposited Shares or any Capital Stock shall be substantially in the form of
Exhibit A hereto. No Voting Trust Certificate shall be valid unless and until
signed by the Trustee in office at the date of issue. The Trustee may, at any
time and from time to time, make such changes in the form of Voting Trust
Certificate as it shall deem necessary or advisable.
(b) The Beneficiary and the Trustee acknowledge that Voting Trust
Certificates issued hereunder are subject to the provisions of the Amended and
Restated Shares Pledge Agreement, and that such Voting Trust Certificates shall
be considered the equivalent of Pledged Shares for purposes of the Amended and
Restated Shares Pledge Agreement and shall be subject to all the terms and
conditions of the Amended and Restated Shares Pledge Agreement. To that end, the
Beneficiary hereby agrees to pledge, grant a security interest in, assign,
transfer, set over and confirm unto the Company all of the Beneficiary's right,
title and interest in and to such Voting Trust Certificates, and to deliver such
Voting Trust Certificates (together with stock powers attached duly endorsed in
blank) as security for the full and prompt payment and performance of the
Obligations.
6. Issuance of Stock Certificates to Trustee. The shares of Deposited
Shares and all additional shares of Capital Stock deposited with and held by the
Trustee hereunder shall be registered in the name of the Trustee and any
certificates for Deposited Shares or additional shares of Capital Stock
transferred to the Trustee shall be surrendered and cancelled and new
certificates therefor shall be issued in the name of the Trustee.
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All certificates issued to the Trustee shall state that the certificates are
issued pursuant to this Agreement. The stock record books of the Company shall
also note the fact that the shares recorded under the name of the Trustee
hereunder are subject to this Agreement.
7. Dividends and Other Distributions. Cash dividends, if any, declared
by the Company on or in respect or the Deposited Shares or any additional shares
of Capital Stock deposited with, or held by, the Trustee under this Agreement,
shall be paid over by the Trustee to the Company and applied by the Company to
the payment of the Obligations in such order as the Company may, in its sole
discretion, determine. If any dividend in respect of the Deposited Shares or any
additional shares of Capital Stock deposited hereunder with the Trustee is paid,
in whole or in part, in Capital Stock of the Company, or in other securities
convertible into or exchangeable for capital stock of the Company, the Trustee
shall likewise hold, subject to the terms of this Agreement, the certificates
for Capital Stock or such securities which are issued on account of such
dividend and the holder of each Voting Trust Certificate representing Capital
Stock or such securities on which such dividend has been paid shall be entitled
to receive a Voting Trust Certificate for the number of shares and class of
capital stock or securities received as such dividend with respect to the shares
represented by such Voting Trust Certificate. Any such additional Voting Trust
Certificates issued pursuant to this Section 7 shall be deemed pledged to the
Company pursuant to Section 5(b) hereof.
8. Dissolution of the Company. This Agreement, and the Trust created
hereby, shall terminate within thirty (30) days of the dissolution or total or
partial liquidation of the Company, whether voluntary or involuntary, pursuant
to the provisions of Section 12 hereof.
9. Reorganization of the Company. In the event that during the term of
this Agreement the Company is merged into or consolidated with another
corporation, or all or substantially all of the assets of the Company are
transferred to another corporation, this Agreement, and the Trust created
hereby, shall terminate within thirty (30) days of such merger, consolidation or
transfer, pursuant to the provisions of Section 12 hereof.
10. Rights of Trustee. The Trustee shall in its sole and absolute
discretion exercise, in person or by its nominee or proxy, all stockholders'
rights and powers in respect of all Deposited Shares, and all additional shares
of Capital Stock deposited hereunder, including the right to vote and act
thereon for every purpose at all meetings of the security holders of the
Company, in the election of trustees, and upon any and all matters and questions
which may be brought before such meetings and to consent to any corporate act of
the Company.
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The interpretation by the Trustee of the terms, provisions and
conditions of this Agreement and any Voting Trust Certificates issued hereunder
shall be conclusive and binding upon the Beneficiary and on all other interested
parties. The Trustee is hereby expressly authorized to do any and all acts which
it deems necessary or advisable in connection with the carrying out of the
terms, provisions and conditions of this Agreement. The Trustee may exercise any
power or perform any act under this Agreement by an agent or attorney, appointed
in writing, and may employ counsel and agents whose reasonable expenses and
compensation shall be paid by the Trustee and shall be chargeable as a proper
expense to the Beneficiary, as provided in Section 11 hereof.
If there shall, at any time, be more than one Trustee serving
hereunder, all actions and decisions of the Trustees shall be determined by a
unanimous vote of the Trustees, and if the Trustees shall be unable to agree
with respect to any matter or group of matters, any Trustee may appeal to an
appropriate court located in The Commonwealth of Massachusetts, for an order
appointing an additional Trustee to act with respect to such matter or matters,
whose vote with respect to such matter or matters shall be final.
The Trustee (if an individual) may be a trustee or officer of the
Company, or both, and may, as Trustee, vote for himself as such, and may receive
compensation therefor from the Company for his individual use and benefit. A
Trustee may, individually, serve the Company in any other capacity and in such
capacity receive from the Company compensation for his individual use and
benefit, and may, individually, enter into any contract with the Company.
The rights, powers and privileges of the Trustee named hereunder shall
be possessed by any successor Trustee, with the same effect as though such
successor had originally been party to this Agreement. The word "Trustee", as
used in this Agreement, means the Trustee or any successor trustee or trustees
acting hereunder, and shall include both the single and plural number. The
office of the Trustee is currently located at 000 Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000.
11. Compensation and Reimbursement of Trustee. The Trustee shall not be
entitled to compensation for services rendered and duties performed hereunder.
The Trustee shall be entitled to be reimbursed and indemnified for and saved
harmless from any and all reasonable expenses, charges, costs, damages and other
liabilities arising out of its acceptance of this trust and the issuance of
Voting Trust Certificates hereunder, or incurred by it in connection with the
performance and discharge of its duties and services as Trustee, except in case
of its own gross negligence or willful misconduct. Such expenses, charges,
costs, damages and other liabilities shall be assumed, borne and paid by the
Beneficiary.
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No Trustee shall incur or be subject to any liability or responsibility
as shareholder, trustee or otherwise by reason of any act, failure to act, error
of judgment, error of law or other error committed in performing its functions
hereunder, except for its own gross negligence or willful misconduct. The
Trustee shall not be required to give any bond for the faithful performance and
discharge of its duties hereunder.
12. Term of Agreement; Termination. This Agreement shall continue in
effect earlier of December 28, 2000 or such time as all of the Obligations shall
have been paid and satisfied in full and the Amended and Restated Shares Pledge
Agreement shall have been terminated, unless sooner terminated by a writing
executed by the Beneficiary and the Trustee; provided, however that within two
(2) years prior to the termination of the initial term or any extension term
hereof, the Beneficiary may agree to extend the duration of this Agreement for
an additional period, not to exceed ten (10) years in any one case.
Notwithstanding the foregoing, at such time, if ever, as fifty percent (50%) of
the Pledged Shares are released from the lien created by the Pledge Agreement
pursuant to the terms thereof, a like number of shares of Capital Stock shall be
released from the Voting Trust created hereby. The Beneficiary acknowledges,
however, that any Pledged Shares released from the Amended and Restated Shares
Pledge Agreement are subject to re-pledging as provided therein and hereby
agrees, in the event that any Pledged Shares previously released are re-pledged
under the Amended and Restated Shares Pledge Agreement, that such re-pledged
shares shall likewise become subject to the terms and conditions of this
Agreement and stock certificates representing such re-pledged shares, together
with stock powers duly endorsed in blank, shall be deposited with the Trustee at
such time as the shares are re-pledged.
Upon termination of this Agreement, the Trustee, in exchange for and
upon the surrender of any Voting Trust Certificate then outstanding by the
registered holder thereof, shall, in accordance with the terms thereof, transfer
a certificate or certificates of shares of Capital Stock held by the Trustee
hereunder to the registered holder of such Voting Trust Certificate, in an
amount equal to the number of shares of Capital Stock the beneficial interest in
which is represented by such surrendered Voting Trust Certificates. Thereupon,
all liability of the Trustee for delivery of such certificates of shares of
Capital Stock shall terminate, and the Voting Trust Certificates so surrendered
shall be null and void. The Trustee acknowledges that the transfer of shares of
Stock deposited hereunder is restricted by the provisions of the Amended and
Restated Shares Pledge Agreement and agrees that it shall not deliver any
certificates for shares of Capital Stock, and the holders of Voting Trust
Certificates shall, by accepting the same, be conclusively deemed to have agreed
that the Trustee shall not be required to deliver any certificates for such
shares of Capital Stock, to any person whose acquisition of the same would be in
violation of the Amended and Restated Shares Pledge Agreement.
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13. Event of Default under the Pledge Agreement. The Beneficiary
acknowledges that upon the occurrence of an Event of Default under the Amended
and Restated Shares Pledge Agreement the Company may elect to sell the
Collateral (including any additional shares of Capital Stock deposited
hereunder), or any part thereof, in one or more sales pursuant to the terms of
the Amended and Restated Shares Pledge Agreement. Accordingly, the Beneficiary
and the Trustee agree that upon notification by the Company to the Trustee that
an Event of Default has occurred, and delivery by the Company to the Trustee of
the Voting Trust Certificate(s) held by the Company in pledge pursuant to the
terms and conditions of the Amended and Restated Shares Pledge Agreement, the
Trustee shall forthwith transfer to the Company a certificate or certificates
for shares of Capital Stock held by the Trustee hereunder in an amount equal to
the number of shares of Capital Stock the beneficial interest in which is
represented by such surrendered Voting Trust Certificate(s). Thereupon, all
liability of the Trustee for delivery of stock certificates representing such
shares of Capital Stock shall terminate and the Voting Trust Certificate(s) so
surrendered shall be null and void.
14. Amendments. This Agreement may be amended at any time by a written
instrument executed by the Trustee and assented to in writing by the
Beneficiary.
15. Notices and Distributions. Unless otherwise specifically provided
in this Agreement, any notice to or communication with the holders of Voting
Trust Certificates hereunder shall be in writing and shall be sufficient when
sent by registered or certified mail addressed to such holders at their
respective addresses appearing on the transfer books of the Trustee. The
addresses of the holders of Voting Trust Certificates, as shown on the transfer
books of the Trustee, shall in all cases be deemed to be the addresses of Voting
Trust Certificate holders for all purposes under this Agreement. Every notice so
given shall be effective, whether or not received, and the date of mailing shall
be the date such notice is deemed given for all purposes.
Any notice to the Trustee hereunder shall be in writing and shall be
sufficient if sent by registered or certified mail to the Trustee, addressed to
it at such address or addresses as may from time to time be furnished in writing
to the holders of Voting Trust Certificates, and if no such address has been so
furnished by the Trustee, then addressed to the Trustee in care of the Company.
All distributions of cash, securities or other property hereunder, if
any, in respect of the Voting Trust Certificates may be made, in the discretion
of the Trustee, by registered or certified mail in the same manner as
hereinabove provided for the giving of notice to the holders of Voting Trust
Certificates.
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16. Severability. If, for any reason, any provision hereof or of any
Voting Trust Certificate shall be invalid or inoperative, the validity and
effect of the other provisions hereof or thereof shall not be affected thereby.
17. Acceptance of Trust. The Trustee hereby reaffirms its acceptance of
the trust hereunder, subject to all of the terms, provisions and conditions set
forth herein, and agrees that it will continue to exercise the powers and
perform the duties of Trustee as set forth herein; provided, however that
nothing contained herein shall be construed to prevent the Trustee from
resigning and discharging itself from the trust established by this Agreement.
18. NONLIABILITY OF TRUSTEES. THE DECLARATION OF TRUST ESTABLISHING THE
COMPANY, DATED OCTOBER 9, 1986, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS
THERETO (THE "DECLARATION"), IS DULY FILED WITH THE DEPARTMENT OF ASSESSMENTS
AND TAXATION OF THE STATE OF MARYLAND, PROVIDES THAT THE NAME "HEALTH AND
REHABILITATION PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD TO
ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, THE COMPANY. ALL PERSONS DEALING WITH THE COMPANY, IN ANY WAY, SHALL
LOOK ONLY TO THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION.
19. GOVERNING LAW. EXCEPT AS TO MATTERS REGARDING THE INTERNAL AFFAIRS
OF HRP AND ISSUES OF OR LIMITATIONS ON ANY PERSONAL LIABILITY OF THE
SHAREHOLDERS AND TRUSTEES OF HRP FOR OBLIGATIONS OF HRP, AS TO WHICH THE LAWS OF
THE STATE OF MARYLAND SHALL GOVERN, THIS AGREEMENT AND ANY VOTING TRUST
CERTIFICATE ISSUED HEREUNDER SHALL BE INTERPRETED, CONSTRUED, APPLIED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS (OTHER THAN THE LAWS
GOVERNING CONFLICTS OF LAWS) OF THE COMMONWEALTH OF MASSACHUSETTS.
(Intentionally left blank.]
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IN WITNESS WHEREOF, the Beneficiary and the Trustee have hereunto set
their hands as an instrument under seal, as of the date first above written.
TRUSTEE:
HRPT ADVISORS, INC.
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title:
BENEFICIARY:
AMS PROPERTIES, INC.
By /s/ Xxxxx X. Xxxxxxxxxx
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Signature page for Amended and Restated Voting Trust Agreement, dated
as of June 30, 1992, by and between AMS Properties, Inc. as Beneficiary and HRPT
Advisors, Inc., as Trustees.
EXHIBIT A to
VOTING TRUST AGREEMENT
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES
LAWS, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND
REGISTRATION AND QUALIFICATION UNDER ALL APPLICABLE STATE SECURITIES LAWS OR
PURSUANT TO EXEMPTIONS THEREFROM. THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE VOTING TRUST
AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE IS FURTHER SUBJECT TO, AND NO
TRANSFERS OF THE SECURITIES REPRESENTED HEREBY SHALL BE VALID OR EFFECTIVE UNTIL
COMPLIANCE WITH THE CONDITIONS SPECIFIED IN, THE AMENDED AND RESTATED HRP SHARES
PLEDGE AGREEMENT, DATED AS OF JUNE 30, 1992 AMONG THE BENEFICIARY AND THE
COMPANY, AS SUCH AGREEMENT MAY BE FURTHER AMENDED OR SUPPLEMENTED. EACH HOLDER
OF THIS CERTIFICATE AGREES TO BE BOUND BY THE PROVISIONS OF SAID AGREEMENTS,
COPIES OF WHICH ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST FROM THE
PRINCIPAL OFFICE OF THE COMPANY.
HEALTH AND REHABILITATION PROPERTIES TRUST
a Maryland real estate investment trust
Voting Trust Certificate for Common Shares of Beneficial Interest
No._________ Shares__________
THIS IS TO CERTIFY THAT ____________, a _____________ corporation,
(the"Holder") is the beneficial owner of ________________ Common Shares of
Beneficial Interest, $.0l par value, (the "Shares") of Health and Rehabilitation
Properties Trust, a Maryland real estate investment trust (the "Company"), and
that said Shares are held subject to all of the terms and conditions of a
certain Amended and Restated Voting Trust Agreement dated as of June 30, 1992
(as the same may be amended, modified or supplemented from time to time, the
"Agreement") by and among the Holder and HRPT Advisors, Inc., a Delaware
corporation, as Trustee (the "Trustee"), which Agreement is expressly made a
part hereof and incorporated herein by reference. A counterpart of the Agreement
is on file and available for inspection by the registered holder hereof or his
delegate at the Company's principal place of business at 000 Xxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, at any time during normal business hours without
charge.
The above-named Holder accepts this Certificate subject to all of the
terms and conditions of the Agreement and by such acceptance such Holder shall
become a party to the Agreement and shall be entitled to all the rights,
privileges and interests of such a party and shall
be bound by all of the terms of and subject to all of the duties and obligations
set forth in the Agreement, all as more fully provided therein, it being
expressly stipulated, however, that no voting right passes to the Holder hereof
by or
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under this Certificate or by or under the Agreement or any other agreement,
express or implied.
This Certificate is transferable only on the books of the Trustee, upon
presentation and surrender of this Certificate, properly assigned and endorsed,
by the registered holder hereof, either in person or by attorney duly
authorized, in the manner prescribed in the Agreement and according to any and
all rules that may be established by the Trustee for transfers of Certificates,
and is subject to restrictions on transfer, resale obligations and compliance
with the Securities Act of 1933, as amended, and a certain Amended and Restated
HRP Shares Pledge Agreement dated as of June 30, 1992, as the same may be
amended, modified or supplemented from time to time between the Holder and the
Company, all as referred to above. Until this Certificate has been so
transferred in accordance with any such rules, the Trustee may treat the
registered holder as the owner hereof for all purposes whatsoever.
Upon the termination of the Agreement, the above-named Holder or his
personal representative will be entitled, upon surrender hereof as provided
above and in the Agreement, and upon payment to the Trustee of a sum sufficient
to reimburse the Trustee for any tax or government charge, if any, imposed in
connection with any transfer of shares of Stock represented hereby, to receive
certificates for the above-written number of fully paid and non-assessable
shares of Stock deposited with and held by the Trustee pursuant to the terms of
the Agreement.
Until the actual delivery of such certificates of shares of Stock by
the Trustee as provided above and in the Agreement, the Trustee shall, in
respect of any and all such shares of Stock held by it under the Agreement,
possess and be entitled to exercise all Shareholders' rights of every kind,
including the right to vote on, to take part in, or to consent to any corporate
action, as provided for in the Agreement.
This Certificate shall not be valid unless and until signed by all the
Trustees in office at the date of issue.
IN WITNESS WHEREOF, the undersigned Trustee has caused this Certificate
to be executed this 30th day of June, 1992.
HRPT ADVISORS, INC., as Trustee
By:_________________________________
Its________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
to _______________________ the within Certificate and all rights and interests
represented thereby, and does hereby irrevocably constitute and appoint
___________________ attorney to transfer the said Certificate on the register of
Certificate holders maintained by the Trustee, with full power of substitution
in the premises.
IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed this _______________ day of _______________________, 1992.
In the presence of: AMS PROPERTIES, INC.
______________________________ By_______________________________
Its
NOTICE
The signature on this assignment must correspond with the above-written
name of the Holder of this Certificate in every particular, without alteration
or any change whatever.
