Exhibit 4(ii)(f)(5)
REGISTERED PRINCIPAL AMOUNT
No.: $
CUSIP No.: 910197AC6
UNITED DOMINION REALTY TRUST, INC.
8 1/2% DEBENTURE DUE SEPTEMBER 15, 2024
UNITED DOMINION REALTY TRUST, INC., a Virginia corporation (hereinafter
called the "Trust," which term shall include any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises
to pay to , or registered assigns, upon presentation, the principal
sum of DOLLARS on September 15, 2024, and to pay
interest on the outstanding principal amount thereon from September 27, 1994,
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually in arrears on March 15 and September 15
in each year, commencing March 15, 1995, at the rate of 8 1/2% per annum, until
the entire principal amount hereof is paid or made available for payment.
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 Debenture (or one or more Predecessor Debentures)
is registered at the close of business on the Regular Record Date for such
interest which shall be the March 1 or September 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date, and may either
be paid to the Person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Debentures of this
series not more than 15 days and 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 the
Debentures may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. Payment of the
principal of and interest on this Debenture will be made at the office or
agency of the Trust maintained for that purpose in the City of Richmond,
State of Virginia, or elsewhere as provided in the Indenture, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at
the option of the Trust payment of interest may be made by (i) check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register kept for the Debentures pursuant to Section 305 of the
Indenture (the "Debenture Register") or (ii) transfer to an account of the
Person entitled thereto located inside the United States.
This Debenture is one of a duly authorized issue of securities of the
Trust (herein called the "Debentures"), issued and to be issued in one or
more series under an Indenture, dated as of April 1, 1994 (herein called the
"Indenture"), between the Trust and NationsBank of Virginia, N.A. (herein
called the "Trustee," which term includes any successor trustee under the
Indenture with respect to the Debentures), 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 Debentures and of
the terms upon which the Debentures are, and are to be, authenticated and
delivered. This Debenture is one of the series designated as the "8 1/2%
Debentures due September 15, 2024," limited in aggregate principal amount to
$150,000,000.
This Debenture is not redeemable at the option of the Trust.
The Trust shall be obligated to redeem this Debenture, or any portion of
the principal hereof that is an integral multiple of $1,000, at the option of
the Holder, on September 15, 2004 (the "Redemption Date") at a Redemption
Price equal to 100% of the principal hereof to be redeemed, plus interest
accrued to the Redemption Date. To exercise such option, the Holder shall
deliver or cause to be delivered to the Trust, and the Trust shall receive at
its office or agency in the Borough of Manhattan, The City of New York,
during the period beginning July 15, 2004 and ending at 5:00 P.M. (New York
City time) on August 15, 2004 (or, if August 15, 2004 is not a Business Day,
on the next succeeding Business Day), this Debenture with the form entitled
"Option to Require Redemption on September 15, 2004" on the reverse side
hereof duly completed. Any such exercise of such option shall be
irrevocable. All questions as to the validity, form, eligibility (including
time of receipt) and acceptance of this Debenture for redemption will be
determined by the Trust, whose determination shall be final and binding.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Trust on this Debenture 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
Debenture.
If an Event of Default with respect to the Debentures shall occur and be
continuing, the principal of the Debentures may be declared due and payable
in the manner and with the effect provided in the Indenture.
As provided in and subject to the provisions of the Indenture, the
Holder of this Debenture shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with
respect to the Debentures, the Holders of not less than 25% in principal
amount of the Debentures at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the
Trustee shall not have received from the Holders of a majority in principal
amount of the Debentures at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of indemnity.
The foregoing shall not apply to any suit instituted by the Holder of this
Debenture for the enforcement of any payment of principal hereof or any
interest on or after the respective due dates expressed herein.
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 Debentures under the Indenture 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 the Outstanding Debentures. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Debentures at the time Outstanding, on
behalf of the Holders of all Debentures, to waive compliance by the Trust
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder
of this Debenture shall be conclusive and binding upon such Holder and upon
all future Holders of this Debenture and of any Debenture 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
Debenture.
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Trust, which
is absolute and unconditional, to pay the principal of and interest on this
Debenture at the times, places and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Debenture is registrable in the Debenture
Register, upon surrender of this Debenture for registration of transfer at
the office or agency of the Trust in any Place of Payment where the principal
of and interest on this Debenture 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 Debentures (the "Debenture
Registrar") duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Debentures of this
series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Debentures of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Debentures of this series are exchangeable for a like aggregate
principal amount of Debentures of this series of a different authorized
denomination, as requested by the Holder 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 Debenture 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 Debenture is registered as the owner hereof for
all purposes, whether or not this Debenture be overdue, and neither the
Trust, the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Debenture, or because of any
indebtedness evidenced thereby, shall be had against any promoter, as such
or, against any past, present or future shareholder, officer or director, as
such, of the Trust or of any successor, either directly or through the Trust
or any successor, under any rule of law, statute or constitutional provision
or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and
released by the acceptance of this Debenture by the Holder thereof and as
part of the consideration for the issue of the Debentures.
All terms used in this Debenture which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
THE INDENTURE AND THE DEBENTURES, INCLUDING THIS DEBENTURE, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF
VIRGINIA.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Trust has caused "CUSIP" numbers to
be printed on the Debentures as a convenience to the Holders of the
Debentures. No representation is made as to the correctness or accuracy of
such CUSIP numbers as printed on the Debentures, and reliance may be placed
only on the other identification numbers printed hereon.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Debenture shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Trust has caused this instrument to be duly
executed under its corporate seal this day of , .
UNITED DOMINION REALTY TRUST, INC.
By:_____________________________________
Name:
Title:
Attest:
By:_________________________________
Name:
Title:
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Debentures of the series designated "8 1/2%
Debentures due September 15, 2024" pursuant to the within-mentioned
Indenture.
NATIONSBANK OF VIRGINIA, N.A.,
as Trustee
By:_________________________________
Authorized Signatory
REVERSE SIDE OF DEBENTURE
Option to Require Redemption on September 15, 2004
The undersigned Holder of this Debenture hereby irrevocably exercises
the option to require the Trust to redeem ( ) all ( ) $
($1,000 or an integral multiple thereof) of the principal amount hereof on
September 15, 2004, and directs the Trust to make payment of the Redemption
Price, and to issue and deliver a new Debenture or Debentures equal in
aggregate principal amount to the unredeemed principal amount hereof, if any,
to such Holder at such Holder's address as it appears in the Debenture
Register, unless a different name and/or address has been specified below.
Dated: ________________________ ______________________________________
Signature
Payment of the Redemption Price and Issue new Debentures in the principal
delivery of new Debentures, if any amounts (each $1,000 or an integral
(if other than to the registered multiple thereof) specified below.
Holder at the address appearing in (If no contrary specification is
the Debenture Register), are to be made, a single new Debenture equal in
made as follows: principal amount to the unredeemed
portion of this Debenture will be
____________________________________ issued.)
Name
Address: Number Principal Amount
____________________________________
____________ __________________
____________________________________ ____________ __________________
____________ __________________
____________________________________ ____________ __________________
____________ __________________
____________________________________ ____________ __________________
Social Security or other ____________ __________________
identifying number of
owner of new Debenture
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 Debenture of United Dominion Realty Trust, Inc., and irrevocably
constitutes and appoints
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Attorney to transfer said Debenture on the books of the within-named Trust
with full power of substitution in the premises.
Dated: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Debenture in every particular,
without alteration or enlargement or any change whatever.