________________________________________________________________________________
________________________________________________________________________________
B. F. SAUL REAL ESTATE INVESTMENT TRUST,
Obligor
AND
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION,
Indenture Trustee
________________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of January 16, 1997
Supplemental to Indenture
Dated as of September 1, 1992
________________________
$80,000,000
NOTES DUE FROM ONE YEAR TO
TEN YEARS FROM DATE OF ISSUE
________________________________________________________________________________
________________________________________________________________________________
FIRST SUPPLEMENTAL INDENTURE dated as of January 16, 1997, between B. F.
SAUL REAL ESTATE INVESTMENT TRUST (the "Trust"), a Maryland real estate
investment trust, having its principal office at 8401 Connecticut Avenue, Chevy
Chase, Maryland, and First Trust of New York, National Association ("First
Trust") having its Principal Corporate Trust Office at the date hereof at 100
Wall Street, Suite 1600, New York, NY 10005, Attn: Corporate Trust Department.
WHEREAS, the Trust has heretofore executed and delivered its Indenture,
dated as of September 1, 1992 (hereinafter called the "Original Indenture"), to
The Riggs National Bank of Washington, D.C. ("Riggs"), as Indenture Trustee, in
connection with the issue of the Trust's Notes Due From One Year to Ten Years
From Date of Issue (the "Notes");
WHEREAS, in December 1996, Riggs purports to have sold all or substantially
all of its corporate trust business to the Bank of New York ("BONY"), including
the business as Indenture Trustee under the Indenture, and that by operation of
Section 6.12 of the Indenture BONY may have become the successor to Riggs as
Indenture Trustee;
WHEREAS, Riggs and BONY have resigned as Original Indenture Trustee and
Successor Indenture Trustee, respectively, pursuant to Section 6.10 of the
Indenture; and
WHEREAS, the Board of Trustees of the Trust has appointed First Trust, and
First Trust has accepted such appointment, as Indenture Trustee under the
Indenture (First Trust hereinafter referred to as the "Indenture Trustee"); and
WHEREAS, in order to reflect the appointment of First Trust as Indenture
Trustee and to clarify the provisions of the Indenture with respect to such
appointment, the Trust and First Trust have determined to enter into this First
Supplemental Indenture pursuant to Section 9.01 of the Indenture.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Notes by
the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, except as otherwise provided
in the Original Indenture or this First Supplemental Indenture, as follows:
SECTION 1.1. Form of Notes. Article II of the Original Indenture shall be
replaced as follows to reflect the appointment of First Trust of New York,
National Association, as Indenture Trustee. Viz:
"SECTION 2.01 Forms Generally.
The Notes and the certificates of authentication thereon shall be in
substantially the forms set forth in this Article with such appropriate
insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange, or as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes.
Any portion of the text of any Note may be set forth on the reverse thereof,
with an appropriate reference thereto on the face of the Note.
The definitive Notes shall be printed, lithographed or engraved or
produced by any combination of those methods on steel engraved borders or may be
produced in any other manner permitted by the rules of any securities exchange
on which the Notes may be listed, all as determined by the officers executing
such Notes, as evidenced by their execution of such Notes.
SECTION 2.02 Form of Note.
B. F. SAUL REAL ESTATE INVESTMENT TRUST
NOTE
No. $_______________
Registered Owner: Interest Rate:
Principal Amount: Stated Maturity:
B. F. SAUL REAL ESTATE INVESTMENT TRUST (hereinafter called the "Trust,"
which term includes any successor trust or corporation under the Indenture
hereinafter referred to), operating as a Maryland real estate investment trust,
duly organized pursuant to a declaration of trust dated July 31, 1962 and
currently operating and existing pursuant to an Amended and Restated Declaration
of Trust dated as of June 22, 1990, as amended on June 26, 1990 (hereinafter
called the "Declaration of Trust"), for value received, hereby promises to pay
to the Registered Owner shown above, or registered assigns, the Principal Amount
shown above on the Stated Maturity shown above, and to pay interest on said
Principal Amount at the per annum Interest Rate shown above, semi-annually on
the day six months from the date of issue and each succeeding six months
thereafter ("Interest Payment Dates"), from and after the date of this Note
until the principal hereof has been paid or duly provided for, and on the Stated
Maturity. All such payments shall be made 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. The interest so payable on any Interest
Payment Date, and punctually paid or duly provided for, will be paid, as
provided in said Indenture, to the person in whose name this Note (or one or
more Predecessor Notes, as defined in said Indenture) is registered at the close
of business on the Regular Record Date for such interest which shall be the
twentieth day (whether or not a Business Day) preceding such Interest Payment
Date and will be paid by check mailed to the registered address of such person.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the registered holder on such Regular Record Date, and
may be paid to the person in whose name this Note (or one or more Predecessor
Notes) is registered at the close of
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business on a Special Record Date for the payment of such defaulted interest to
be fixed by the Indenture Trustee (as hereinafter defined), notice whereof shall
be given to Noteholders not less than 10 days prior to such Special Record Date,
or may be paid at any time in any lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture. Payment of the Principal Amount of this Note due at maturity
will be made at the office of First Trust of New York, National Association 100
Wall Street, Suite 1600, New York, NY 10005, Attn: Corporate Trust Department.
This Note is one of the duly authorized issue of Notes of the Trust
designated as its Notes Due From One Year to Ten Years From Date of Issue
(herein called the "Notes"), issued and to be issued under an Indenture dated as
of September 1, 1992, as supplemented by the First Supplemental Indenture
dated as of January 16, 1997 (as supplemented, herein called the "Indenture"),
between the Trust and First Trust of New York, National Association, as
Indenture Trustee (herein called the "Indenture Trustee," which term includes
any successor Indenture Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights thereunder of the Trust, the Indenture Trustee and the
holders of the Notes, and the terms upon which the Notes are, and are to be,
authenticated and delivered. Capitalized terms used herein and not defined
have the meanings given to such terms in the Indenture.
The Trust may, at its sole election, redeem any of the Notes having a
Stated Maturity of more than one year from date of issue on any Interest Payment
Date with respect to such Note on or after the first anniversary of the date of
issue of such Note at a Redemption Price (exclusive of the installment of
interest due on the Redemption Date, payment of which shall have been made or
duly provided for to the registered holder on the relevant Record Date) equal to
the Principal Amount of the Note so redeemed.
If an Event of Default, as defined in the Indenture, shall have occurred
and be continuing, the principal hereof may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions permitting the Trust and the Indenture
Trustee, without the consent of the holders of the Notes, to increase the
aggregate principal amount of Notes issuable thereunder by one or more
supplemental indentures. The Indenture also 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 Notes under the
Indenture at any time by the Trust with the consent of the holders of 66 2/3% in
aggregate principal amount of the Notes at the time Outstanding, as defined in
the Indenture. The Indenture also contains provisions permitting the holders of
specified percentages in aggregate principal amount of the Notes at the time
Outstanding, as defined in the Indenture, on behalf of the holders of all the
Notes, 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 Note shall be conclusive and binding
upon such holder and upon all future holders of this
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Note and of any Note issued upon the transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Trust, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, this Note is transferable on the Note Register of the Trust, upon
surrender of this Note for transfer at the office or agency of the Trust
maintained for such purpose in Washington, D.C., duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trust and the Note Registrar duly executed by, the registered holder hereof or
his attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, interest
rate and maturity date, will be issued to the designated transferee or
transferees. As provided in the Indenture, if at any time the Trust shall
fail to maintain such office or agency or shall fail to furnish the Indenture
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Principal Corporate Trust Office of the
Indenture Trustee.
The Notes are issuable only as registered Notes, without coupons, in
denominations of $1,000 and integral multiples of $1,000. As provided in the
Indenture and subject to certain limitations therein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes (with a like
interest rate and maturity date) of a different authorized denomination as
requested by the holder surrendering the same.
No service charge will be made for any such 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.
The Trust, the Indenture Trustee and any agent of the Trust or the
Indenture Trustee may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment as herein provided and for
all other purposes whether or not this Note be overdue, and neither the Trust,
the Indenture Trustee nor any such agent shall be affected by notice to the
contrary.
The covenants and obligations set forth in this Note and in the Indenture
as having been made by the Trust have been made or assumed by the trustees of
the Trust acting as such trustees pursuant to the authority vested in them under
the Declaration of Trust. This Note and the Indenture have been executed by
trustees or officers of the Trust in their capacities as trustees or officers
under the Declaration of Trust, and not individually, and, in accordance with
the provisions of the Declaration of Trust, the covenants and obligations of the
Trust or the trustees of the Trust hereunder and under the Indenture are not
personally binding upon, nor shall resort
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be had to the private property of, any of the trustees or shareholders,
officers, employees or agents of the Trust, but the Trust property only shall be
bound.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, personally, against any organizer of the Trust, holder of shares of
beneficial interest of the Trust, officer or trustee, past, present or future,
as such, of the Trust or of any predecessor or successor of the Trust whether by
virtue of any constitution, statute or rule of law or equity, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Indenture Trustee by manual signature, this Note 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 common seal.
Dated: ____________________
Attest: B. F. SAUL REAL ESTATE INVESTMENT TRUST
________________________________ By: _________________________________
This is one of the Notes referred to in the within-mentioned Indenture.
FIRST TRUST OF NEW YORK, NATIONAL
ASSOCIATION, as Indenture Trustee
By: ___________________________________
Authorized Signature
SECTION 1.2 This First Supplemental Indenture is executed by the Trust
and the Indenture Trustee pursuant to the provisions of Section 9.01 of the
Original Indenture, and the terms and conditions hereof shall be deemed to be
part of the Original Indenture for all purposes. The Original Indenture, as
supplemented by this First Supplemental Indenture, is in all respects hereby
adopted, ratified and confirmed.
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SECTION 1.3 The covenants and obligations set forth in this First
Supplemental Indenture as having been made by the Trust have been made by the
Trustees of the Trust acting as such Trustees pursuant to the authority vested
in them by the Declaration of Trust. This First Supplemental Indenture has been
executed by the Trustees or officers of the Trust in their capacities as
Trustees or officers under the Declaration of Trust, and not individually, and,
in accordance with the provisions of the Declaration of Trust, the covenants and
obligations of the Trust or the Trustees contained in any Note, the Original
Indenture and in the First Supplemental Indenture are not personally binding
upon, nor shall resort be and had to the private property of, any of the
Trustees or shareholders, officers, employees or agents of the Trust, but the
Trust's property only shall be bound.
SECTION 1.4. Effective Date. This First Supplemental Indenture, and all
obligations hereunder, shall become effective on February 1, 1997.
* * * * *
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, First Trust of New York, National Association has
caused this Indenture to be duly executed and its seal to be hereunto affixed
and attested, and the B. F. Saul Real Estate Investment Trust has caused this
Indenture to be duly executed, and its seal to be hereunto affixed and attested
in Chevy Chase, Maryland, all as of the day and year first above written.
Attest: FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
/s/ Teresita Glasgow By: /s/ Ward A. Spooner
_________________________ _________________________
Teresita Glasgow Ward A. Spooner
Assistant Secretaary Vice President
Attest: B. F. SAUL REAL ESTATE INVESTMENT
TRUST
/s/ Philip D. Caraci By: /s/ Henry Ravenel, Jr.
__________________________ _________________________
Philip D. Caraci Henry Ravenel, Jr.
Secretary Vice President
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