1
EXHIBIT 4(d)
REGISTERED PRINCIPAL AMOUNT
No.:
CUSIP No.: 939653 AC5
WASHINGTON REAL ESTATE INVESTMENT TRUST
7 1/4% SENIOR NOTE DUE August 13, 2006
WASHINGTON REAL ESTATE INVESTMENT TRUST, a Maryland real estate
investment trust (hereinafter called the "Trust", which term shall include any
successor trust or corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to __________, or registered
assigns, upon presentation, the principal sum of __________________________ on
August 13, 2006, and to pay interest on the outstanding principal amount
thereon from August 13, 1996, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually in arrears on
February 13 and August 13, in each year, commencing February 13, 1997, at the
rate of 7 1/4% per annum, until the entire principal amount hereof is paid or
made available for payment. 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 15 calendar days (whether or not a
Business Day) next 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 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 the Indenture. Payment of the
principal of, Make-Whole Amount, if any, on, and interest on this Note will be
made at the office or agency of the Trust maintained for that purpose in the
City of New York, State of New York, or elsewhere as provided in the Indenture,
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; provided,
however, that at the option of the
2
Trust payment of interest may be made 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) transfer to an account of the Person entitled thereto located
inside the United States.
This Note is one of a duly authorized issue of securities of the Trust
(herein called the "Notes"), issued and to be issued in one or more series
under an Indenture, dated as of August 1, 1996 (herein called the "Indenture"),
between the Trust and The First National Bank of Chicago (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 Trust, the
Trustee and the Holders of the Notes and of the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the series
designated as the "7 1/4% Senior Notes due August 13, 2006", limited in
aggregate principal amount to $50,000,000.
The Notes may be redeemed at any time at the option of the Trust, in
whole or in part, upon notice of not more than 60 nor less than 30 days prior
to the Redemption Date, at a redemption price 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.
The following definitions apply with respect to any redemption or
accelerated payment of the Notes of this series:
"Make-Whole Amount" means, in connection with any optional redemption
or accelerated payment of any Notes of this series, 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 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
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 this series being redeemed or paid.
"Reinvestment Rate" means .25% 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 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 the purposes of calculating
-2-
3
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 Indenture,
then such other reasonably comparable index which shall be designated by the
Trust.
The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of the Trust on this Note and (b) certain restrictive
covenants and the related defaults and Events of Default applicable to the
Trust, in each case, upon compliance by the Trust with certain conditions set
forth in the Indenture, which provisions apply to this Note.
If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of, and the Make-Whole Amount, if any,
on, the Notes of this series 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 of this series, the Holders of not less than 25% in principal amount of
the Notes of this series 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 of this series 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
Trust and the rights of the Holders of the Notes under the Indenture at any
time by the Trust 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
principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all 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 Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
-3-
4
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, Make-Whole Amount, if any,
on, 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, 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 or the Trust in any Place of Payment where the principal of,
Make-Whole Amount, if any, on, and interest on this Note are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trust and the Security Registrar for the Notes (the "Note
Registrar") 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 of this series 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 of this series are exchangeable for a like aggregate principal amount of
Notes of this series 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 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 Note for registration of transfer,
the Trust, the Trustee and any agent of the Trust 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 Trust, the
Trustee nor any such agent shall be affected by notice to the contrary.
The obligations of the Trust under the Indenture and this Note and all
documents delivered in the name of the Trust in connection herewith and
therewith do not and shall not constitute personal obligations of the trustees,
officers, employees, agents or shareholders of the Trust or any of them, and
shall not involve any claim against or personal liability on the part of any of
them, and all persons including the Trustee shall look solely to the assets of
the Trust for the payment of any claim thereunder or for the performance
thereof and shall not seek recourse against such trustees, officers, employees,
agents or shareholders of the Trust or any of them or any of their personal
assets for such satisfaction. The performance of the obligations of the Trust
under the Indenture and this Note and all documents delivered in the name of
the Trust in connection therewith shall not be deemed a waiver of any rights or
powers of the Trust, trustees or shareholders under the Trust's Declaration of
Trust.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
-4-
5
THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Trust 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 Trust has caused this instrument to be duly
executed this 13th day of August, 1996.
WASHINGTON REAL ESTATE INVESTMENT TRUST
By:
--------------------------------
Name:
-----------------------------
Title:
----------------------------
Attest:
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
-5-
6
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Notes of the series designated "7 1/4% Senior Notes
due August 13, 2006" pursuant to the within-mentioned Indenture
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
---------------------------------
Authorized Signatory
-6-
7
- --------------------------------------------------------------------------------
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 Washington Real Investment Trust and _____________________
hereby does irrevocably constitute and appoint
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Attorney to transfer said Note 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 Note 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).
- --------------------------------------------------------------------------------
-7-