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Exhibit 4
[FACE OF NOTE]
Unless this Note is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Trust (as defined below)
or its agent for registration of transfer, exchange or payment, and any Note
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., 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 Notes in a certificated
form, this Note 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 depository or a nominee of such successor
depository.*
REGISTERED CUSIP No.: PRINCIPAL AMOUNT
No.: FXR-1 939671AC7 $55,000,000
WASHINGTON REAL ESTATE INVESTMENT TRUST
MEDIUM-TERM NOTE, SERIES B
(Fixed Rate)
ORIGINAL ISSUE DATE: November 6, 2000 INTEREST RATE: 7.78%
STATED MATURITY DATE: November 15, 2004
INTEREST PAYMENT DATES: DEFAULT RATE: N/A
[ ] January 1 and July 1
[X] Other: May 15 and November 15, commencing May 15, 2001
INITIAL REDEMPTION DATE: Not Applicable
--------------
INITIAL REDEMPTION PERCENTAGE: Not Applicable
--------------
ANNUAL REDEMPTION PERCENTAGE REDUCTION: Not Applicable
--------------
OPTIONAL REPAYMENT DATES: Not Applicable [ ] Check if an Original Issue
--------------
Discount Note
Issue Price: 100%
SPECIFIED CURRENCY: [X] U.S. Dollars AUTHORIZED DENOMINATION:
[ ] Other: [X] $1,000 and integral
multiples thereof
EXCHANGE RATE AGENT: Not Applicable [ ] Other:
--------------
ADDENDUM ATTACHED: [ ] Yes OTHER/ADDITIONAL PROVISIONS:___________
[X] No _______________________________________
____________________________________________
* This paragraph applies to Global Securities only.
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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 corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, upon
presentation, the principal sum of Fifty-Five Million Dollars ($55,000,000) on
the Stated Maturity Date specified above (or any Redemption Date or Optional
Repayment Date, each as defined on the reverse hereof) (each such Stated
Maturity Date, Redemption Date or Optional Repayment 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, until the principal hereof is paid or duly made available for payment,
and (to the extent that the payment of such interest shall be legally
enforceable) at the Default Rate per annum specified above on any overdue
principal, premium and/or interest. The Trust will pay interest in arrears on
each Interest Payment Date, if any, specified above, commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date; provided, however, that if the Original Issue Date
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occurs between a Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date next succeeding the Original Issue Date to the Holder of this Note on the
Record Date with respect to such second Interest Payment Date. Interest on this
Note will be computed on the basis of a 360-day year of twelve 30-day months.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".
Interest on this Note 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 (each, an "Interest Period"). 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 fifteenth calendar day (whether or not a Business Day as defined
below) immediately preceding such Interest Payment Date (the "Record Date");
provided, however, that interest payable on the Maturity Date will be payable to
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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") shall forthwith cease to be payable to the Holder on such
Record Date, and shall 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 (the "Special Record Date") for the payment of such Defaulted
Interest to be fixed by the Trustee hereinafter referred to, notice whereof
shall be given to the Holder of this Note by the Trustee 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 this Note may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.
Payment of principal, premium, if any, and interest in respect of this Note
due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, a duly completed election form as contemplated on the
reverse hereof) at the corporate trust office of the Trustee maintained for that
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purpose in the Borough of Manhattan, The City of New York, currently located c/o
Bank One Trust Company, N.A., 14 Wall Street, Eighth Floor, New York, New York
10005, or at such other paying agency in the Borough of Manhattan, The City of
New York, as the Trust may determine; provided, however, that if such payment is
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to be made in a Specified Currency other than United States dollars as set forth
below, such payment will be made by wire transfer of immediately available funds
to an account with a bank designated by the holder hereof at least 15 calendar
days prior to the Maturity Date, provided that such bank has appropriate
facilities therefor and that this Note (and, if applicable, a duly completed
repayment election form) is presented and surrendered at the aforementioned
office of the Trustee in time for the Trustee to make such payment in such funds
in accordance with its normal procedures. 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 maintained at the aforementioned office of the Trustee;
provided, however, that a holder of U.S.$10,000,000 (or, if the Specified
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Currency specified above is other than United States dollars, the equivalent
thereof in the Specified Currency) or more in aggregate principal amount of
Notes (whether having identical or different terms and provisions) will be
entitled to receive interest payments on such Interest Payment Date by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
calendar days prior to such Interest Payment Date. Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such holder.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the required payment of principal, any premium 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 additional
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, to the date
of such payment on the next succeeding Business Day.
As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that if the Specified Currency is other
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than United States dollars and any payment is to be made in the Specified
Currency in accordance with the provisions hereof, such day is also not a day on
which commercial banks are authorized or required by law, regulation or
executive order to close in the Principal Financial Center (as defined below) of
the country issuing the Specified Currency, unless the Specified Currency is the
Euro, in which case such day is also not a day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer (TARGET) System is closed.
"Principal Financial Center" means the capital city of the country issuing the
Specified Currency, except that with respect to (a) United States dollars, it
means The City of New York, (b) Australian dollars, it means Sydney and
Melbourne, (c) Canadian dollars, it means Toronto, (d) Deutsche marks, it means
Frankfurt, (e) Dutch guilders, it means Amsterdam, (f) Italian lire, it means
Milan, (g) South African rand, it means Johannesburg, and (h) Swiss francs, it
means Zurich.
The Trust is obligated to make payment of principal, premium, if any, and
interest in respect of this Note in the Specified Currency (or, if the Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued the Specified Currency as at the time of such payment is legal tender for
the payment of such debts). If the Specified Currency is other than United
States dollars, any such
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amounts so payable by the Trust will be converted by the Exchange Rate Agent
specified above into United States dollars for payment to the holder of this
Note; provided, however, that the holder of this Note may elect to receive such
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amounts in such Specified Currency pursuant to the provisions set forth below.
If the Specified Currency is other than United States dollars and the
holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in the Specified Currency, any United States dollar
amount to be received by the holder of this Note will be based on the highest
bid quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Trust for the purchase by the quoting dealer of
the Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all holders of
Notes scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the holder of this Note by deductions from such payments. If
three such bid quotations are not available, payments on this Note will be made
in the Specified Currency.
All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.
If the Specified Currency is other than United States dollars, the holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect of this Note in the
Specified Currency by submitting a written request for such payment to the
Trustee at its corporate trust office in The City of New York on or prior to the
applicable Record Date or at least 16 calendar days prior to the Maturity Date,
as the case may be. Such written request may be mailed or hand delivered or
sent by cable, telex or other form of facsimile transmission. The holder of
this Note may elect to receive all or a specified portion of all future payments
in the Specified Currency in respect of such principal, premium, if any, and/or
interest and need not file a separate election for each payment. Such election
will remain in effect until revoked by written notice to the Trustee, but
written notice of any such revocation must be received by the Trustee on or
prior to the applicable Record Date or at least 16 calendar days prior to the
Maturity Date, as the case may be.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above, in the Addendum hereto, which
further provisions shall have the same force and effect as if set forth on the
face hereof.
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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, Washington Real Estate Investment Trust has caused this
Note to be duly executed.
WASHINGTON REAL ESTATE INVESTMENT TRUST
Dated: November 6, 2000 By: /s/
---------------------------
Name: Edmund B. Cronin, Jr.
Title:
Attest:
By: /s/
---------------------------
Name: Larry E. Finger
Title:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture
BANK ONE TRUST COMPANY, N.A.,
as Trustee
By:
---------------------------
Authorized Signatory
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[REVERSE OF NOTE]
WASHINGTON REAL ESTATE INVESTMENT TRUST
MEDIUM-TERM NOTE, SERIES B
(Fixed Rate)
This Note is one of a duly authorized issue of senior debt securities of
the Trust (herein called the "Debt Securities"), issued and to be issued in one
or more series under an Indenture, dated as of August 1, 1996, as amended,
modified or supplemented from time to time (the "Indenture"), between the Trust
and Bank One Trust Company, N.A. (formerly 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 Debt Securities and of the terms upon which
the Debt Securities are, and are to be, authenticated and delivered. This Note
is one of the series of Debt Securities designated as "Medium-Term Notes, Series
B, Due Nine Months or More From Date of Issue" (the "Notes"). All terms used
but not defined in this Note specified on the face hereof or in an Addendum
hereto shall have the meanings assigned to such terms in the Indenture.
This Note is issuable only in registered form without coupons in minimum
denominations of U.S.$1,000 and integral multiples thereof or the minimum
Authorized Denomination specified on the face hereof.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.
This Note will be subject to redemption at the option of the Trust on any
date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S.$1,000 or the
minimum Authorized Denomination (provided that any remaining principal amount
hereof shall be at least U.S.$1,000 or such minimum Authorized Denomination), at
the Redemption Price (as defined below), together with unpaid interest accrued
thereon to the date fixed for redemption (each, a "Redemption Date"), on notice
given no more than 60 nor less than 30 calendar days prior to the Redemption
Date and in accordance with the provisions of the Indenture. The "Redemption
Price" shall initially be the Initial Redemption Percentage specified on the
face hereof multiplied by the unpaid principal amount of this Note to be
redeemed. The Initial Redemption Percentage shall decline at each anniversary
of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if
any, specified on the face hereof until the Redemption Price is 100% of unpaid
principal amount to be redeemed. In the event of redemption of this Note in
part only, a new Note of like tenor for the unredeemed portion hereof and
otherwise having the same terms as this Note shall be issued in the name of the
holder hereof upon the presentation and surrender hereof.
This Note will be subject to repayment by the Trust at the option of the
holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S.$1,000 or the minimum
Authorized Denomination (provided that any remaining principal
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amount hereof shall be at least U.S.$1,000 or such minimum Authorized
Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued thereon to the date fixed
for repayment (each, a "Repayment Date"). For this Note to be repaid, this Note
must be received, together with the form hereon entitled "Option to Elect
Repayment" duly completed, by the Trustee at its corporate trust office in The
City of New York not more than 60 nor less than 30 calendar days prior to the
Repayment Date. Exercise of such repayment option by the holder hereof will be
irrevocable. In the event of repayment of this Note in part only, a new Note of
like tenor for the unrepaid portion hereof and otherwise having the same terms
as this Note shall be issued in the name of the holder hereof upon the
presentation and surrender hereof.
If this Note is an Original Issue Discount Note as specified on the face
hereof, the amount payable to the holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(1) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined below) and, in the event of any redemption of this Note
(if applicable), multiplied by the Initial Redemption Percentage (as adjusted by
the Annual Redemption Percentage Reduction, if applicable) and (2) any unpaid
interest on this Note accrued from the Original Issue Date to the Redemption
Date, Repayment Date or date of acceleration of maturity, as the case may be.
The difference between the Issue Price and 100% of the principal amount of this
Note is referred to herein as the "Discount".
For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued using a constant yield method. The constant
yield will be calculated using a 30-day month, 360-day year convention, a
compounding period that, except for the Initial Period (as defined below),
corresponds to the shortest period between Interest Payment Dates (with ratable
accruals within a compounding period) and an assumption that the maturity of
this Note will not be accelerated. If the period from the Original Issue Date
to the initial Interest Payment Date (the "Initial Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular
compounding period and a short period, with the short period being treated as
provided in the preceding sentence.
If an Event of Default, as defined in the Indenture, 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.
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.
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 Debt Securities 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 all Debt Securities at the time outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of not less than a majority
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of the aggregate principal amount of the outstanding Debt Securities of any
series, on behalf of the Holders of all such Debt Securities, to waive
compliance by the Trust with certain provisions of the Indenture. Furthermore,
provisions in the Indenture permit the Holders of not less than a majority of
the aggregate principal amount of the outstanding Debt Securities of any series,
in certain instances, to waive, on behalf of all of the Holders of Debt
Securities of such series, 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.
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, premium, if any, and interest
in respect of 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 Security Register of the
Trust upon presentation and surrender of this Note for registration of transfer
at the office or agency or 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 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.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes 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 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
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deemed a waiver of any rights or powers of the Trust, trustees or shareholders
under the Trust's Declaration of Trust.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -_____Custodian____
TEN ENT - as tenants by the entireties (Cust) Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________________
in common (State)
Additional abbreviations may also be used though not in the above list.
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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
_____________________________
| | ...............................................
|_____________________________|
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(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
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Attorney to transfer said Note on the books of the within-named Trust with full
power of substitution in the premises.
Dated:
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Signature:
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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).
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