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EXHIBIT 4(b)
OFFICERS' CERTIFICATE ESTABLISHING
THE TERMS OF THE NOTES
We, Edmund B. Cronin, Jr., a trustee and the President and Chief
Executive Officer of Washington Real Estate Investment Trust (the "Trust"), and
Larry E. Finger, Senior Vice President and Chief Financial Officer of the
Trust, do hereby deliver this Certificate establishing the following terms of
the Notes (defined below) pursuant to (i) resolutions adopted by the Board of
Trustees of the Trust on July 24, 1996 and (ii) Section 301 of the Indenture,
dated as of August 1, 1996, between the Trust and The First National Bank of
Chicago, as Trustee (the "Indenture"), and do hereby certify that (terms used
in this Certificate and not defined herein having the same definitions as in
the Indenture):
(1) The Notes shall constitute two separate series of
Securities having the titles 7 1/8% Senior Notes due August 13, 2003
(the "2003 Notes") and 7 1/4% Senior Notes due August 13, 2006 (the
"2006 Notes," and together with the 2003 Notes, the "Notes").
(2) The aggregate principal amount of the 2003 Notes and
the 2006 Notes that may be authenticated and delivered under the
Indenture (except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Notes pursuant to Sections 304, 305, 306, 906, 1107 or 1305 of the
Indenture) shall be $50,000,000 and $50,000,000, respectively.
(3) The 2003 Notes will mature on August 13, 2003, and
the 2006 Notes will mature on August 13, 2006, subject to prior
redemption at the option of the Trust as described in paragraph (9).
(4) The rate at which the 2003 Notes shall bear interest
shall be 7 1/8% per annum, and the rate at which the 2006 Notes shall
bear interest shall be 7 1/4% per annum. The date from which such
interest shall accrue shall be August 13, 1996; the Interest Payment
Dates on which such interest will be payable shall be February 13 and
August 13 in each year, beginning February 13, 1997; the Regular
Record Dates for the interest payable on the Notes on any Interest
Payment Date shall be 15 calendar days prior to the related Interest
Payment Date regardless of whether such day is a Business Day and the
basis upon which interest shall be calculated shall be that of a
360-day year consisting of twelve 30-day months.
(5) The Notes will be issuable in denominations of $1,000
and integral multiples thereof.
(6) The place where the principal of (and Make-Whole
Amount, if any) and interest on the Notes shall be payable and the
Notes may be surrendered for registration of transfer or exchange and
where notices or demands to or upon the Trust in respect of
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the Notes and the Indenture may be served shall be the Corporate Trust
Office at the Office of the Trustee at 14 Wall Street, Eighth Floor -
Window 2, New York, New York 10005.
(7) The entire outstanding principal amount of the 2003
Notes (and Make-Whole Amount; if any) shall be payable upon
declaration of acceleration of the maturity thereof pursuant to
Section 502 of the Indenture, and the entire outstanding principal
amount of the 2006 Notes (and Make-Whole Amount; if any) shall be
payable upon declaration of acceleration of the maturity thereof
pursuant to Section 502 of the Indenture.
(8) Payment of the principal of (and Make-Whole Amount,
if any) and interest on the Notes shall be payable in Dollars and the
Notes shall be denominated in Dollars.
(9) The 2003 Notes and/or the 2006 Notes shall be
redeemable at any time at the Option of the Trust, in whole or in
part, at a Redemption Price, payable in Dollars, equal to the sum of
(i) the principal amount of the Notes being redeemed plus accrued
interest thereon to the redemption date and (ii) the Make-Whole
Amount, if any, with respect to such Notes.
"Make-Whole Amount" shall be, in connection with any optional
redemption or accelerated payment of any 2003 Notes or 2006 Notes, the
excess, if any, of (i) the aggregate present value as of the date of
such redemption or accelerated payment of each dollar of principal
being redeemed or 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 each such dollar if such
redemption or accelerated payment 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 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 of such series being redeemed or paid.
"Reinvestment Rate" shall be (i) with respect to the 2003
Notes, .15%, and (ii) with respect to the 2006 Notes, .25%, plus, in
each case, the arithmetic mean of the yields under the respective
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 of the series of
Notes 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.
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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.
"Statistical Release" shall be 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 Indenture, then such other
reasonably comparable index which shall be designated by the Trust.
(10) The Trust shall not be obligated to redeem, repay or
purchase Notes pursuant to any sinking fund or analogous provision or
at the option of a Holder thereof.
(11) The Holders of the Notes shall have no special rights
in addition to those provided in the Indenture upon the occurrence of
any particular events.
(12) Other than as set forth herein, there shall be no
deletions from, modifications of or additions to the Events of Default
or additional covenants of the Trust with respect to the Notes set
forth in the Indenture.
(13) Each series of Notes will be represented by a single
global security (each, a "Global Security") registered in the name of
the Depository Trust Company ("DTC") or its nominee. DTC or its
nominee will credit, on its book-entry registration and transfer
system, the respective amounts of Notes represented by the Global
Security. Ownership of beneficial interests in the Global Security
will be limited to institutions that have accounts with DTC or its
nominee ("Participants") and to persons that may hold interests
through Participants. Beneficial owners of interests in either Global
Security may exchange such interests for Notes of like tenor of any
authorized form and denomination only in the manner provided in
Section 305 of the Indenture. DTC shall be the depositary of the
Global Securities. The forms of such Global Securities, attached
hereto as Exhibit A-1 and A-2, are hereby approved.
(14) The Notes shall not be issuable as Bearer Securities.
(15) Interest on any Note shall be payable only to the
Person in whose name that Note (or one or more Predecessor Securities
thereof) is registered at the close of business on the Regular Record
Date for such interest.
(16) Sections 1402 and 1403 of the Indenture shall be
applicable to the Notes.
(17) The Notes shall not be issuable in definitive form
except under the circumstances described in Section 305 of the
Indenture.
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(18) The Trust shall not pay Additional Amounts as
contemplated by Section 1011 of the Indenture on the Notes.
(19) The Trust shall have no obligation to permit the
conversion of the Notes into Common Shares or Preferred Shares of the
Trust.
/s/ Edmund B. Cronin, Jr.
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Edmund B. Cronin, Jr.
Trustee, President and Chief
Executive Officer
/s/ Larry E. Finger
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Larry E. Finger
Senior Vice President and
Chief Financial Officer
Date: August 8, 1996
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