FORM OF
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 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. 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. $100,000,000
MEDITRUST
Remarketed Reset Note due August 15, 2002
CUSIP 5850ITAK4
Meditrust, a Massachusetts business 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 ONE HUNDRED
MILLION DOLLARS ($100,000,000), on August 15, 2002, 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
November 15, February 15, May 15 and August 15, as the case may be, or any other
date (including August 15, 1998) as shall be established by the Company as an
interest payment date (each, an "Interest Payment Date"), commencing on November
15, 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 August 12, 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 August
15, 2002 of the Company (the "Notes"), limited (except as otherwise provided in
the Indenture referred to below) in aggregate principal amount to $100,000,000.
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 dated
as of July 26, 1996 and a Supplemental Indenture, dated as of August 12, 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.
During the period from and including August 12, 1997 to but excluding
August 15, 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
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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 November 15, 1997, February 15, 1998, May 15,
1998 and August 15, 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 August 12, 1997 to but excluding the first
Interest Payment Date (November 15, 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 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, 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
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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:
(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,
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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 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 (February 15 and August 15, 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
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opinion of the Remarketing Underwriter, will enable tendered 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.
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
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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 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, on 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
7
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 entity 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, Merrill Lynch, Pierce, Fenner & Smith 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 August 15, 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, 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 redemption
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
8
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 "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.
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No shareholder, trustee or officer, as such, past, present or future,
of the Company or any successor corporation or trust shall have any liability
for any obligation of the Company under the Notes or the Indenture or for any
claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder of a Note by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Securities.
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THE DECLARATION OF TRUST ESTABLISHING THE COMPANY DATED AUGUST 6, 1985,
AS AMENDED, A COPY OF WHICH IS DULY FILED WITH THE OFFICE OF THE SECRETARY OF
STATE OF THE COMMONWEALTH OF MASSACHUSETTS, PROVIDES THAT THE NAME "MEDITRUST"
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.
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.
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.
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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, Meditrust has caused this Global Note to be
executed.
Dated: August 12, 1997
MEDITRUST
By:_____________________________________
Name:___________________________________
Title:__________________________________
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: August 12, 1997
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