Exhibit 4(b)
Unless this certificate is presented by an authorized representative of The
Depository Trust Company ("DTC") (55 Water Street, New York, New York) to the
Trust (as defined below) or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of DTC
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
Unless and until it is exchanged in whole or in part for securities in
certificated form, this security may not be transferred except as a whole by
DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of
DTC or by DTC or any such nominee to a successor depositary or a nominee of
such successor depositary.
REGISTERED CUSIP NO.: PRINCIPAL AMOUNT:
No. 2 939671AB9 $60,000,000
WASHINGTON REAL ESTATE INVESTMENT TRUST
6.898% MandatOry Par Put Remarketed Securities-SM- ("MOPPRS-SM-")
due February 25, 2018
(Medium-Term Notes)
ORIGINAL ISSUE DATE: INTEREST RATE STATED MATURITY DATE:
February 25, 1998 TO REMARKETING February 25, 2018
DATE: 6.898%
REMARKETING DATE: INTEREST RATE
February 25, 2008 TO MATURITY: To be determined as provided herein and
set forth in the records of the Trustee
AUTHORIZED DENOMINATION: INTEREST PAYMENT DATE(S):
$1,000 and integral multiples thereof February 25 and August 25
_______
"MandatOry Par Put Remarketed Securities-SM-" and "MOPPRS-SM-" are service
marks owned by Merrill Lynch & Co., Inc.
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WASHINGTON REAL ESTATE INVESTMENT TRUST, a Maryland real estate
investment trust (hereinafter called the "Trust," which term shall include
any successor trust or entity under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., a nominee of The
Depository Trust Company ("DTC"), or its registered assigns, upon
presentation, the principal amount of SIXTY MILLION DOLLARS ($60,000,000), on
the Stated Maturity Date specified above (or any earlier redemption date or
repurchase date) (each such Stated Maturity Date, redemption date or
repurchase date being hereinafter referred to as the "Maturity Date" with
respect to the principal repayable on such date) and to pay interest thereon,
at the Interest Rate per annum specified above to February 25, 2008 (the
"Remarketing Date"), and thereafter, subject to the terms and conditions set
forth herein, at the Interest Rate determined by the Remarketing Dealer (as
defined below) in accordance with the procedures set forth below (the
"Interest Rate to Maturity"), until the principal hereof is paid or duly made
available for payment. The Trust will pay interest in arrears on each
Interest Payment Date, if any, specified above (each, an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date. Interest on
this MOPPRS will be computed on the basis of a 360-day year of twelve 30-day
months.
If, pursuant to the Remarketing Agreement, dated as of the date hereof
(the "Remarketing Agreement), among Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as Remarketing Dealer (the "Remarketing Dealer"), and the
Trust, the Remarketing Dealer elects to remarket the MOPPRS, then, except as
otherwise set forth herein, (i) this MOPPRS shall be subject to mandatory
tender to the Remarketing Dealer for remarketing on the Remarketing Date, on
the terms and subject to the conditions set forth herein, and (ii) on and
after the Remarketing Date, this MOPPRS shall bear interest at the Interest
Rate to Maturity determined by the Remarketing Dealer in accordance with the
procedures set forth in Section 3 herein.
Interest on this MOPPRS will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly
provided for (or from, and including, the Original Issue Date if no interest
has been paid or duly provided for) to, but excluding, the applicable
Interest Payment Date or the Maturity Date, as the case may be. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, subject to certain exceptions described herein, be paid to the
person in whose name this MOPPRS (or one or more predecessor MOPPRS) is
registered at the close of business on the fifteenth calendar day (whether or
not a Business Day, as defined below) immediately preceding such Interest
Payment Date (the "Regular Record Date"); provided, however, that interest
payable on the Maturity Date will be payable to the person to whom the
principal hereof and premium, if any, hereon shall be payable. Any such
interest not so punctually paid or duly provided for ("Defaulted Interest")
will forthwith cease to be payable to the holder on any Regular Record Date,
and shall be paid to the person in whose name this MOPPRS is registered at
the close of business on a special record date (the "Special Record Date")
for the payment of such Defaulted Interest to be fixed by the Trustee
hereinafter referred to, of which notice shall be given to the holder of
this MOPPRS by the Trustee not more than 15 days nor less than 10 days prior
to such Special Record Date or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which this MOPPRS
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may be listed, and upon such notice as may be required by such exchange, all
as more fully provided for in the Indenture.
Payment of principal, premium, if any, and interest in respect of this
MOPPRS due on the Maturity Date will be made in immediately available funds
upon presentation and surrender of this MOPPRS (and, with respect to any
applicable repayment of this MOPPRS, a duly completed election form as
contemplated on the reverse hereof) at the corporate trust office of the
Trustee maintained for that purpose in the Borough of Manhattan, The City of
New York, currently located c/o First Chicago Trust Company of New York, 14
Wall Street, Eighth Floor - Window 2, New York, New York, 10005, or at such
other paying agency in The City of New York, State of New York, as the Trust
may determine. Payment of interest due on any Interest Payment Date other
than the Maturity Date will be made by check mailed to the address of the
person entitled thereto as such address shall appear in the Security Register
kept for the MOPPRS pursuant to Section 305 of the Indenture.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the required payment of principal, premium, if any,
and/or interest shall be made on the next succeeding Business Day with the
same force and effect as if made on the date such payment was due, and no
interest shall accrue with respect to such payment for the period from and
after such Interest Payment Date or the Maturity Date, as the case may be.
As used herein, "Business Day" means any day other than a Saturday,
Sunday or a day on which banking institutions in The City of New York are
authorized or required by law, regulation, executive order or governmental
decree to be closed.
The Trust is obligated to make payment of principal, premium, if any,
and interest in respect of this MOPPRS in U.S. Dollars.
Reference is hereby made to the further provisions of this MOPPRS set
forth on the reverse hereof.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this MOPPRS shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, Washington Real Estate Investment Trust has caused
this MOPPRS to be duly executed this 25th day of February, 1998.
WASHINGTON REAL ESTATE INVESTMENT TRUST
By:
----------------------------------------
Edmund B. Cronin, Jr.
President and Chief Executive Officer
Attest:
By:
--------------------------
Laura M. Franklin
Assistant Secretary
[SEAL]
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated 6.898% MandatOry Par
Put Remarketed Securities-SM- Due February 25, 2018 referred to in the
within-mentioned Indenture.
Dated: February 25, 1998 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
--------------------------------------
Authorized Signatory
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WASHINGTON REAL ESTATE INVESTMENT TRUST
6.898% MandatOry Par Put Remarketed Securities-SM- ("MOPPRS-SM-")
due February 25, 2018
(Medium-Term Note)
1. INDENTURE. (a) This MOPPRS is one of a duly authorized issue of
senior debt securities of the Trust (the "Securities") issued under an
Indenture, dated as of August 1, 1996 (the "Indenture"), among theTrust and
The First National Bank of Chicago, as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture with respect to
the MOPPRS), 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 MOPPRS, and of the terms upon which the
MOPPRS are authenticated and delivered. This Security is designated as
"6.898% MandatOry Par Put Remarketed Securities-SM- Due February 25, 2018"
("MOPPRS"), which MOPPRS are limited to $60,000,000 aggregate principal
amount, subject to the provisions of the Indenture. All terms used but not
defined in this MOPPRS shall have the meanings assigned to such terms in the
Indenture. Except where the context otherwise requires, all references in
this MOPPRS to "herein" or "hereof" or similar terms shall include the
Indenture.
(b) This MOPPRS is issuable only in registered form without coupons in
minimum denominations of U.S. $1,000 and integral multiples thereof.
(c) This MOPPRS will not be subject to any sinking fund.
2. MANDATORY TENDER. Provided that on a Business Day not later than
five Business Days prior to the Remarketing Date the Remarketing Dealer
notifies the Trust and the Trustee of its election to purchase the MOPPRS on
the Remarketing Date (the "Notification Date"), the MOPPRS shall be subject
to mandatory tender to the Remarketing Dealer, and the Remarketing Dealer
shall be obligated to purchase the MOPPRS, for remarketing on the Remarketing
Date, subject in each case to the conditions described herein and set forth
in the Remarketing Agreement.
3. DETERMINATION OF INTEREST RATE TO MATURITY. (a) Subject to the
Remarketing Dealer's election to remarket the MOPPRS as provided in Section 2
hereof and the Remarketing Agreement, the Interest Rate to Maturity shall be
determined by the Remarketing Dealer by 3:30 p.m., New York City time, on and
as of the third Business Day immediately preceding the Remarketing Date (the
"Determination Date") to the nearest one hundred-thousandth (0.00001) of one
percent per annum, and will be equal to the sum of 5.598% (the "Base Rate")
plus the Applicable Spread, which will be based on the Dollar Price of the
MOPPRS.
The "Applicable Spread" will be the lowest bid indication, expressed as
a spread (in the form of a percentage or in basis points) above the Base
Rate, obtained by the Remarketing Dealer on the Determination Date from the
bids quoted by five Reference Corporate Dealers for the full aggregate
principal amount of the MOPPRS at the Dollar Price, but assuming (i) an issue
date equal to the
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Remarketing Date, with settlement on such date without accrued interest, (ii)
a maturity date equal to the Stated Maturity Date of the MOPPRS, and (iii) a
stated annual interest rate, payable semi-annually on each Interest Payment
Date, equal to the Base Rate plus the spread bid by the applicable Reference
Corporate Dealer. If fewer than five Reference Corporate Dealers bid as
described above, then the Applicable Spread shall be the lowest of such bid
indications obtained as described above. The Interest Rate to Maturity
announced by the Remarketing Dealer, absent manifest error, shall be binding
and conclusive upon the beneficial owners and Holders of the MOPPRS, the
Trust and the Trustee.
"Dollar Price" means the present value, as of the Remarketing Date, of
the Remaining Scheduled Payments discounted to the Remarketing Date, on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months), at the Treasury Rate.
"Reference Corporate Dealers" mean leading dealers of publicly traded
debt securities of the Trust in The City of New York (which may include the
Remarketing Dealer or one of its affiliates) selected by the Remarketing
Dealer.
"Treasury Rate" means, with respect to the Remarketing Date, the rate
per annum equal to the semi-annual equivalent yield to maturity or
interpolated (on a day count basis) yield to maturity of the Comparable
Treasury Issues, assuming a price for the Comparable Treasury Issues
(expressed as a percentage of its principal amount), equal to the Comparable
Treasury Price for the Remarketing Date.
"Comparable Treasury Issues" means the United States Treasury security
or securities selected by the Remarketing Dealer as having an actual or
interpolated maturity or maturities comparable to the remaining term of the
MOPPRS being remarketed.
"Comparable Treasury Price" means, with respect to the Remarketing Date,
(a) the offer prices for the Comparable Treasury Issues (expressed in each
case as a percentage of its principal amount) on the Determination Date, as
set forth on "Telerate Page 500" (or such other page as may replace Telerate
Page 500), or (b) if such page (or any successor page) is not displayed or
does not contain such offer prices on the Determination Date, (i) the average
of the Reference Treasury Dealer Quotations for the Remarketing Date, after
excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (ii) if the Remarketing Dealer obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Reference
Treasury Dealer Quotations. "Telerate Page 500" means the display designated
as "Telerate Page 500" on Dow Jones Markets Limited (or such other page as
may replace Telerate Page 500 on such service) or such other service
displaying the offer prices specified in (a) above as may replace Dow Jones
Markets Limited.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and the Remarketing Date, the offer prices for the
Comparable Treasury Issues (expressed in each case as a percentage of its
principal amount) quoted to the Remarketing Dealer by such Reference Treasury
Dealer by 3:30 p.m., New York City time, on the Determination Date.
-7-
"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated and Salomon Brothers Inc and
their respective successors; provided, however, that if any of the foregoing
or their affiliates shall cease to be a primary U.S. government securities
dealer in The City of New York (a "Primary Treasury Dealer"), the Remarketing
Dealer shall substitute therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to the MOPPRS, the
remaining scheduled payments of the principal thereof and interest thereon,
calculated at the Base Rate only, that would be due after the Remarketing
Date to and including the Stated Maturity Date; provided, however, that if
the Remarketing Date is not an Interest Payment Date with respect to the
MOPPRS, the amount of the next succeeding scheduled interest payment thereon,
calculated at the Base Rate only, will be reduced by the amount of interest
accrued thereon, calculated at the Base Rate only, to the Remarketing Date.
(b) Notwithstanding any provision herein to the contrary, upon the
occurrence of any Termination Event (as defined below), the Remarketing
Dealer, in its sole discretion at any time between the Determination Date and
3:30 p.m., New York City time, on the Business Day immediately preceding the
Remarketing Date, may elect to purchase the MOPPRS for remarketing and
determine a new Interest Rate to Maturity in the manner provided in Section
3(a) hereof, except that for purposes of determining the new Interest Rate to
Maturity pursuant to this paragraph, the Determination Date referred to
therein shall be the date of such election and redetermination. The
Remarketing Dealer shall notify the Trust, the Trustee and DTC by telephone,
confirmed in writing (which may include facsimile or other electronic
transmission), by 4:00 p.m., New York City time, on the date of such
election, of the new Interest Rate to Maturity applicable to the MOPPRS.
Thereupon, such new Interest Rate to Maturity shall supersede and replace any
Interest Rate to Maturity previously determined by the Remarketing Dealer
and, absent manifest error, shall be binding and conclusive upon the
beneficial owners and Holders of the MOPPRS on or after the Remarketing Date,
the Trust and the Trustee.
"Termination Event" means any event as specified in Section 11(b) of the
Remarketing Agreement.
4. REPURCHASE. In the event that (i) the Remarketing Dealer for any
reason does not notify the Trust of the Interest Rate to Maturity by 4:00
p.m., New York City time, on the Determination Date, or (ii) prior to the
Remarketing Date, the Remarketing Dealer has resigned and no successor has
been appointed on or before the Determination Date, or (iii) the Remarketing
Dealer has terminated the Remarketing Agreement pursuant to Section 8 or
Section 11 thereof at any time after the Remarketing Dealer elects on the
Notification Date to remarket the MOPPRS, or (iv) the Remarketing Dealer for
any reason does not elect to purchase the MOPPRS for remarketing on the
Remarketing Date, or (v) the Remarketing Dealer for any reason does not
purchase all tendered MOPPRS on the Remarketing Date, the Trust shall
repurchase the MOPPRS as a whole on the Remarketing Date at a price equal to
100% of the principal amount of the MOPPRS plus all accrued
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and unpaid interest, if any, on the MOPPRS to the Remarketing Date. In any
such case, payment will be made by the Trust through the Trustee to the DTC
participant of each tendering beneficial owner of MOPPRS, by book-entry
through DTC by the close of business on the Remarketing Date against delivery
through DTC of such beneficial owner's tendered MOPPRS.
5. REDEMPTION. (a) This MOPPRS will be subject to redemption at the
option of the Trust from the Remarketing Dealer on the Remarketing Date, in
whole but not in part, at the Optional Redemption Price. To exercise its
option to redeem the MOPPRS, the Trust must notify the Remarketing Dealer and
the Trustee not later than the Business Day immediately preceding the
Determination Date. The "Optional Redemption Price" shall be the greater of
(i) 100% of the principal amount of the MOPPRS and (ii) the sum of the
present values of the Remaining Scheduled Payments thereon, as determined by
the Remarketing Dealer, discounted to the Remarketing Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate, plus in either case accrued and unpaid interest from the
Remarketing Date on the principal amount being redeemed to the date of
redemption. If the Trust elects to redeem the MOPPRS, it shall pay the
redemption price therefor in same-day funds by wire transfer to an account
designated by the Remarketing Dealer on the Remarketing Date.
(b) After the Remarketing Date, this MOPPRS shall be subject to
redemption at the option of the Trust, in whole or in part, at any time, in
increments of U.S. $1,000 (provided that any remaining principal amount
hereof shall be at least U.S. $1,000), at a redemption price determined by
the Trust equal to the sum of (i) the principal amount of the MOPPRS being
redeemed, plus accrued and unpaid interest thereon to the redemption date,
and (ii) the Make-Whole Amount, if any (the "Redemption Price"). For purposes
of redemption after the Remarketing Date, interest shall be calculated at the
Interest Rate to Maturity.
If notice has been given as provided in the Indenture and funds for the
redemption of any MOPPRS called for redemption shall have been made available
on the redemption date referred to in such notice, such MOPPRS shall cease to
bear interest on the date fixed for such redemption specified in such notice
and the only right of the Holders from and after the redemption date shall be
to receive payment of the Redemption Price upon surrender of such MOPPRS in
accordance with such notice.
Notice of any optional redemption of any MOPPRS shall be given to
Holders at their addresses, as shown in the security register for the MOPPRS,
not less than 30 nor more than 60 days prior to the date fixed for
redemption. The notice of redemption shall specify, among other items, the
Redemption Price and the principal amount of the MOPPRS held by such Holder
to be redeemed. If less than all of the MOPPRS are to be redeemed, the
particular MOPPRS to be redeemed shall be selected by such method as the
Trustee deems fair and appropriate.
"Make-Whole Amount" shall mean, in connection with any optional
redemption of any MOPPRS, the excess, if any, of (i) the aggregate present
value as of the date of such redemption of each dollar of principal being
redeemed and the amount of any interest (exclusive of interest accrued
-9-
to the date of redemption) that would have been payable in respect of each
such dollar if such redemption had not been made, determined by discounting,
on a semi-annual basis, such principal and interest at the applicable
Reinvestment Rate (determined on the third Business Day preceding the date
such notice of redemption is given) from the respective dates on which such
principal and interest would have been payable if such redemption had not
been made, over (ii) the aggregate principal amount of the MOPPRS being
redeemed.
"Reinvestment Rate" shall mean .25% plus the yield on treasury
securities at a constant maturity for the most recent week under the heading
"Week Ending" published in the most recent Statistical Release 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. 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 the
purpose 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" shall mean the statistical release designated
"H.15(519)" or any successor publication that is published weekly by the
Federal Reserve System and that 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 Indenture, then such other reasonably comparable index that shall be
designated by the Trust.
6. EFFECT OF EVENTS OF DEFAULT. If an Event of Default, as defined in
the Indenture, shall occur and be continuing, the principal of, and the
Make-Whole Amount, if any, on the MOPPRS may be declared due and payable in
the manner and with the effect provided in the Indenture.
7. DEFEASANCE. The Indenture contains provisions for defeasance of (i)
in the case of this clause (i), after the Remarketing Date, the entire
indebtedness of the MOPPRS or (ii) certain restrictive covenants and Events
of Default with respect to the MOPPRS, in each case upon compliance with
certain conditions set forth therein, which provisions apply to the MOPPRS.
Subject to the forgoing, prior to the Remarketing Date, neither the Trust nor
any of its subsidiaries or affiliates shall defease, purchase or otherwise
acquire, or enter into any agreement to defease, purchase or otherwise
acquire, any of the MOPPRS prior to the remarketing thereof by the
Remarketing Dealer.
8. AMENDMENT AND MODIFICATION. 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
MOPPRS at any time by the Trust and the Trustee with the consent of the
holders of not less than a majority of the aggregate principal amount of all
MOPPRS at the time outstanding and affected thereby. The Indenture also
contains
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provisions permitting the holders of specified percentages in principal
amount of the MOPPRS at the time outstanding, on behalf of the holders of all
MOPPRS, 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 MOPPRS shall
be conclusive and binding upon such holder and upon all future holders of
this MOPPRS and other MOPPRS issued upon the registration or transfer hereof
or in exchange heretofore or in lieu hereof, whether or not notation of such
consent or waiver is made upon this MOPPRS.
9. OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No
reference herein to the Indenture and no provision of this MOPPRS or of the
Indenture shall alter or impair the obligation of the Trust, which is
absolute and unconditional, to pay principal, premium, if any, and interest
in respect of this MOPPRS at the times, places and rate or formula, and in
the coin or currency, herein prescribed.
10. TRANSFER AND EXCHANGE. As provided in the Indenture and subject to
certain limitations therein and herein set forth, the transfer of this MOPPRS
is registrable in the Security Register of the Trust upon surrender of this
MOPPRS for registration of transfer at the office or agency of the Trust in
any place where the principal hereof and any premium or interest hereon are
payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Trust and the Security Registrar duly executed
by, the holder hereof or by his attorney duly authorized in writing, and
thereupon one or more new MOPPRS, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee
or transferees.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, this MOPPRS is exchangeable for a like aggregate
principal amount of MOPPRS of different authorized denominations but
otherwise having the same terms and conditions, as requested by the holder
hereof surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Trust may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this MOPPRS for registration of transfer,
the Trust, the Trustee and any agent of the Trust or the Trustee may treat
the holder in whose name this MOPPRS is registered as the owner thereof for
all purposes, whether or not this MOPPRS be overdue, and neither the Trust,
the Trustee nor any such agent shall be affected by notice to the contrary.
11. GOVERNING LAW. The Indenture and this MOPPRS shall be governed by
and construed in accordance with the laws of the State of New York.
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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 MOPPRS of Washington Real Estate Investment Trust and ______________
hereby does irrevocably constitute and appoint
...............................................................................
Attorney to transfer said MOPPRS on the books of the within-named Trust with
full power of substitution in the premises.
Dated: ........................................................................
Signature: ....................................................................
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within MOPPRS in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed:. ........................................................
NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution"
that is a member or participant in a "signature guarantee program" (e.g., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature Program).
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