EXHIBIT 4
REGISTERED PRINCIPAL AMOUNT
No.: R1 $200,000,000
CUSIP No.: 910197AH5
UNITED DOMINION REALTY TRUST, INC.
6.50% NOTE DUE 2009
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (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 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.
UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC
TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR
ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.
UNITED DOMINION REALTY TRUST, INC., a Virginia corporation (hereinafter
called the "Company," which term shall include any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to CEDE & CO., as nominee for The Depository Trust Company, or registered
assigns, upon presentation, the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on June 15, 2009 (the "Stated Maturity Date") or any Redemption
Date (as defined below), or any earlier date of acceleration of maturity (each
such date being referred to as the "Maturity Date" with respect to the principal
repayable on such date), and to pay interest on the outstanding principal amount
thereon from June 19, 2002, or from the most recent Interest Payment Date (as
defined below) to which interest has been paid or duly provided for,
semi-annually in arrears on June 15 and December 15 in each year, commencing
December 15, 2002, at the rate of 6.50% per annum, until the entire principal
amount hereof is paid or made available for payment. Interest on this Note shall
be calculated on the basis of a 360-day year consisting of twelve 30-day months.
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 Note (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest which shall be
the June 1 or December 1 (whether or not a Business Day), as the case may be,
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 Note (or one or
more Predecessor Notes) 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 Notes 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, all as more fully
provided in the Indenture.
Payment of the principal, Make-Whole Amount (as defined below), if any,
and interest on this Note will be made at the office or agency of the Company
maintained for that purpose in the City of Richmond, State of Virginia, or
elsewhere as provided in the Indenture. The Issuer hereby initially designates
the Corporate Trust Office of the Trustee in Richmond, Virginia as the office to
be maintained by it where this Note may be presented for payment, registration
of transfer or exchange and where notices or demands to or upon the Company in
respect of this Note or the Indenture may be served.
Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued during
the applicable Interest Period (as defined below).
An "Interest Period" is each period from and including the immediately
preceding Interest Payment Date (or from and including June 19, 2002 in the case
of the initial Interest Period) to but excluding the applicable Interest Payment
Date or the Maturity Date, as the case may be. If any Interest Payment Date or
Maturity Date falls on a day that is not a Business Day, principal, Make-Whole
Amount, if any, and interest payable on such date will be paid on the succeeding
Business Day with the same force and effect as if it were paid on the date such
payment was due, and no interest will accrue on the amount so payable for the
period from and after such date to such succeeding Business Day.
Payments of principal, Make-Whole Amount, if any, and interest in
respect of this Note will be made 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 by (i) check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register kept for the Notes
pursuant to Section 305 of the Indenture (the "Note Register") or (ii) wire
transfer (such a wire transfer is required to be made to a Holder of an
aggregate principal amount of Notes in excess of U.S. $10,000,000, and only if
such Holder shall have furnished wire instructions in writing to the Trustee no
later than 15 days prior to the relevant payment date and acknowledged that a
wire transfer fee shall be payable) of immediately available funds.
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture, dated as of November 1, 1995 (herein called the
"Indenture"), between the Company and Wachovia Bank, National Association
(formerly First Union National Bank) (herein called the "Trustee," which term
includes any successor trustee under the Indenture with respect to the Notes),
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 Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be,
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authenticated and delivered. This Note is one of the series designated as the
"6.50% Notes Due 2009," initially limited in aggregate principal amount to
$200,000,000.
The Notes shall not be subject to redemption at the option of the
Holders or any mandatory sinking fund requirements.
The Notes are redeemable at the option of the Company at any time in
whole or from time to time in part, upon compliance by the Company with certain
conditions set forth in the Indenture, which provisions apply to the Notes. The
redemption price equals the sum of (x) 100% of the aggregate principal amounts
of the Notes being redeemed plus accrued but unpaid interest on such Notes to
the redemption date, and (y) the Make-Whole Amount (if any). "Make-Whole Amount"
means the excess, if any, of (a) the aggregate present value as of the date of
such redemption of each dollar of principal being redeemed and the amount of
interest, exclusive of interest accrued 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 Reinvestment Rate, determined on the third New York Business Day
preceding the date notice of such redemption is given, from the respective dates
on which such principal and interest would have been payable if such redemption
had not been made, to the date of redemption, over (b) the aggregate principal
amount of the Notes being redeemed. "Reinvestment Rate" means 0.30% plus the
arithmetic mean of the yields 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 amount of the Notes
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 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. If the format or content of the Statistical
Release changes in a manner that precludes determination of the Treasury yield
in the above manner, then the Treasury yield shall be determined in the manner
that most closely approximates the above manner, as reasonably determined by us.
"Statistical Release" means that the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which reports 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 required determination under the Indenture,
then such other reasonably comparable index which shall be designated by us.
The Company shall not pay Additional Amounts as contemplated by Section
1011 of the Indenture on the Notes.
In addition to the covenants set forth in the Indenture, the Company is
required to maintain Total Unencumbered Assets of not less than 150% of the
aggregate outstanding principal amount of the Company's Unsecured Debt. For
purposes of this requirement, the following capitalized terms shall be defined
as follows:
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"Total Unencumbered Assets" means the sum of (i) those Undepreciated
Real Estate Assets not subject to an encumbrance and (ii) all other assets of
United Dominion and its Subsidiaries not subject to encumbrance determined in
accordance with generally accepted accounting principles (but excluding accounts
receivable and intangibles).
"Subsidiaries" means a corporation, a limited liability company or a
partnership a majority of the outstanding voting stock, limited liability
company or partnership interests, as the case may be, of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries of
the Company. For purposes of this definition, "voting stock" means stock having
voting power for the election of directors, managing members or trustees,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.
"Undepreciated Real Estate Assets" as of any date means the original
cost plus capital improvements of real estate assets of the Company and its
Subsidiaries determined in accordance with generally accepted accounting
principles.
"Unsecured Debt" means debt of the Company or any Subsidiary which is
not secured by any mortgage, lien, charge, pledge or security interest of any
kind upon any of their properties.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Note and (b) certain restrictive
covenants and the related defaults and Events of Default applicable to the
Company, in each case, upon compliance by the Company with certain conditions
set forth in the Indenture, which provisions apply to this Note.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes 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 Note 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
Notes, the Holders of not less than 25% in principal amount of the Notes 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 Notes 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 Note 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
Company and the rights of the Holders of the Notes under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of not less
than a majority in principal amount of the Outstanding Notes. The Indenture also
contains provisions permitting the Holders of specified percentages in
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principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all Notes, to waive compliance by the Company 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 Note and of any
Note issued upon the registration of transfer hereof or in exchange here for 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 Company, which is
absolute and unconditional, to pay the principal of and interest on this Note 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 Note is registrable in the Note Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any Place of Payment where the principal of and interest on this
Note are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar for the
Notes duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes 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, Notes are
exchangeable for a like aggregate principal amount of Notes 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 Company 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 Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, 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 Note, 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
Company or of any successor, either directly or through the Company 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 Note by the Holder thereof and as part of the consideration
for the issue of the Notes.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, 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 Company has caused "CUSIP" numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on the Notes, 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 Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal this 19/th/ day of June, 2002.
UNITED DOMINION REALTY TRUST, INC.
By: /s/ Christopher D. Genry
---------------------------------
Name: Christopher D. Genry
Title: Executive Vice President and
Chief Financial Officer
[SEAL]
Attest:
By: /s/ Scott Shanaberger
-----------------------------------------
Name: Scott Shanaberger
Title: Senior Vice President and Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION,
This is one of the Notes of the series designated "6.50% Notes Due
2009" pursuant to the within-mentioned Indenture.
WACHOVIA BANK, National Association
as Trustee
By: /s/ S.A. McMahon
---------------------------------
Authorized Signatory
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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 Note of United Dominion Realty Trust, Inc., and irrevocably
constitutes and appoints
________________________________________________________________________________
Attorney to transfer said Note on the books of the within-named Company 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 Note in every particular, without
alteration or enlargement or any change whatever.
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