<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-9876
WEINGARTEN REALTY INVESTORS
---------------------------
(Exact name of registrant as specified in its charter)
TEXAS 74-1464203
----- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2600 Citadel Plaza Drive, P.O. Box 924133, Houston, Texas 77292-4133
--------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 866-6000
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]. No [ ].
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ]. No [ ].
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of August 4, 1995, there
were 26,530,299 common shares of beneficial interest of Weingarten Realty
Investors, $.03 par value, outstanding.
<PAGE>
PART 1
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
WEINGARTEN REALTY INVESTORS
STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- --------------------
1995 1994 1995 1994
--------- -------- ---------- --------
<S> <C> <C> <C> <C>
Revenues:
Rentals............................................ $30,304 $27,381 $60,002 $54,191
Interest:
Securities and other.............................. 797 829 1,574 1,653
Affiliates........................................ 721 715 1,405 1,369
Equity in earnings of real estate joint ventures
and partnerships.................................. 393 355 778 685
Other.............................................. 444 136 992 407
------- ------- ------- -------
Total............................................ 32,659 29,416 64,751 58,305
------- ------- ------- -------
Expenses:
Depreciation and amortization...................... 7,273 6,601 14,300 12,855
Operating.......................................... 5,019 4,958 9,942 9,468
Ad valorem taxes................................... 4,225 3,852 8,455 7,581
Interest........................................... 4,008 2,590 7,422 4,848
General and administrative......................... 1,157 1,199 2,432 2,476
------- ------- ------- -------
Total............................................ 21,682 19,200 42,551 37,228
------- ------- ------- -------
Income from Operations.............................. 10,977 10,216 22,200 21,077
Gain (loss) on sales of property.................... (46) 95 (270)
------- ------- ------- -------
Net Income.......................................... $10,931 $10,216 $22,295 $20,807
======= ======= ======= =======
Net Income per Common Share......................... $.41 $.39 $.84 $.80
======= ======= ======= =======
Cash Dividends Declared per Common Share............ $.60 $.57 $1.20 $1.14
======= ======= ======= =======
Weighted Average Number of Common Shares
Outstanding........................................ 26,423 26,043 26,396 26,020
======= ======= ======= =======
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
WEINGARTEN REALTY INVESTORS
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
---------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
------
Property................................................... $ 779,948 $ 735,134
Accumulated depreciation................................... (203,797) (191,427)
--------- ---------
Property - net............................................ 576,151 543,707
Investment in Real Estate Joint Ventures and Partnerships.. 9,059 9,442
--------- ---------
Total................................................... 585,210 553,149
Mortgage Bonds and Notes Receivable from:
Affiliate (net of deferred gain of $16,235)............... 25,669 25,112
Real Estate Joint Ventures and Partnerships............... 13,693 13,590
Marketable Debt Securities (Held-to-Maturity).............. 49,069 49,906
Unamortized Debt and Lease Costs........................... 18,214 16,997
Accrued Rent and Accounts Receivable (net of allowance
for doubtful accounts of $1,381 in 1995 and
$1,007 in 1994)........................................... 9,130 14,367
Cash and Cash Equivalents.................................. 3,825 3,295
Other...................................................... 6,168 5,621
--------- ---------
Total................................................... $ 710,978 $ 682,037
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Debt....................................................... $ 269,673 $ 229,597
Accounts Payable and Accrued Expenses...................... 18,432 26,512
Other...................................................... 2,365 2,535
--------- ---------
Total................................................... 290,470 258,644
--------- ---------
Shareholders' Equity:
Preferred shares of beneficial interest-par value,
$0.03 per share; shares authorized: 10,000;
shares issued and outstanding: none
Common shares of beneficial interest - par value,
$0.03 per share; shares authorized: 150,000;
shares issued and outstanding: 26,530
in 1995 and 26,368 in 1994................................ 796 791
Capital surplus........................................... 419,712 422,602
--------- ---------
Shareholders' equity..................................... 420,508 423,393
--------- ---------
Total................................................... $ 710,978 $ 682,037
========= =========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
WEINGARTEN REALTY INVESTORS
STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------
1995 1994
---------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income..................................................... $ 22,295 $ 20,807
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization................................ 14,300 12,855
Real estate joint ventures and partnerships:
Equity in earnings......................................... (778) (685)
Cash distributions......................................... 815 661
(Gain) loss on sales of property............................. (95) 270
Amortization of direct financing leases...................... 331 293
Net effect of changes in operating accounts.................. (5,788) (5,990)
Other, net................................................... 41 (2)
--------- --------
Net cash provided by operating activities.................. 31,121 28,209
--------- --------
Cash Flows from Investing Activities:
Property acquisitions and development.......................... (39,400) (38,500)
Notes Receivable:
Advances..................................................... (2,243) (3,361)
Collections.................................................. 1,679 1,006
Proceeds from sales of property................................ 184 1,202
Investment in real estate joint ventures and partnerships...... (40) (196)
Other.......................................................... 1,300 1,273
--------- --------
Net cash used in investing activities...................... (38,520) (38,576)
--------- --------
Cash Flows from Financing Activities:
Proceeds from issuance of:
Debt......................................................... 146,112 43,358
Common shares of beneficial interest......................... 116
Principal payments of debt..................................... (106,273) (4,498)
Dividends paid................................................. (31,641) (29,684)
Other.......................................................... (269) (128)
--------- --------
Net cash provided by financing activities.................. 7,929 9,164
--------- --------
Net increase (decrease) in cash and cash equivalents............. 530 (1,203)
Cash and cash equivalents at January 1........................... 3,295 3,226
--------- --------
Cash and cash equivalents at June 30............................. $ 3,825 $ 2,023
========= ========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
WEINGARTEN REALTY INVESTORS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1. INTERIM FINANCIAL STATEMENTS
The consolidated financial statements included in this report are unaudited,
except for the balance sheet as of December 31, 1994. In the opinion of the
Registrant, all adjustments necessary for a fair presentation of such
financial statements have been included. Such adjustments consisted of normal
recurring items. Interim results are not necessarily indicative of results
for a full year.
The consolidated financial statements and notes are presented as permitted by
Form 10-Q, and do not contain certain information included in the Company's
annual financial statements and notes.
2. DEBT
The Company's debt consists of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- ------------
<S> <C> <C>
Fixed-rate debt payable to 2015 at 6.0% to 10.5%... $168,288 $ 53,036
Notes payable under revolving credit agreement..... 40,000 145,000
Reverse repurchase agreements, due daily and
collateralized by $49.1 million of marketable
debt securities.................................. 46,812 16,200
Industrial revenue bonds to 2014 at 6.8%
to 7.2% at June 30, 1995......................... 7,713 7,772
Obligations under capital leases................... 6,008 6,048
Other.............................................. 852 1,541
-------- --------
Total.......................................... $269,673 $229,597
======== ========
</TABLE>
At June 30, 1995, the variable interest rates for notes payable under the
revolving credit agreement and the reverse repurchase agreements were 6.56%
and 6.44%, respectively. The Company has three interest rate swap contracts
with an aggregate notional amount of $40 million. Such contracts, which
expire through 2004, fix a portion of the Company's variable rate debt at an
effective interest rate of 8.1%.
During the quarter, the Company funded a $28.0 million self amortizing loan
with an insurance company. The loan bears interest at 8.22% and has a twenty
year term. Additionally, unsecured Medium Term Notes totaling $87.5 million
were issued during the quarter. These notes bear interest at an average rate
of 7.17% and have average terms of 7.7 years.
At June 30, 1995, property under direct financing leases and other property
with carrying values aggregating approximately $254.6 million, together with
current and future rentals from these properties and leases, were pledged as
collateral for certain of the Company's debt.
5
<PAGE>
The company's debt can be summarized as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- --------
<S> <C> <C>
As to interest rate:
Fixed rate debt (including amounts fixed through
interest rate swaps)............................. $214,594 $102,278
Variable rate debt................................. 55,079 127,319
-------- --------
Total.......................................... $269,673 $229,597
======== ========
As to collateralization:
Secured debt....................................... $ 95,059 $ 84,284
Unsecured debt..................................... 174,614 145,313
-------- --------
Total.......................................... $269,673 $229,597
======== ========
</TABLE>
3. PROPERTY
The Company's property consists of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- --------
<S> <C> <C>
Land................................................. $130,942 $121,773
Land under development............................... 48,597 50,537
Buildings and improvements........................... 570,110 539,862
Construction in-progress............................. 20,414 13,111
Property under direct financing leases............... 9,885 9,851
-------- --------
Total........................................... $779,948 $735,134
======== ========
</TABLE>
4. CARRYING CHARGES CAPITALIZED
During the periods shown, the following carrying charges were
capitalized:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
1995 1994 1995 1994
-------- -------- ------ ------
<S> <C> <C> <C> <C>
Interest.................................... $762 $213 $1,546 $430
Ad valorem taxes............................ 119 40 241 76
---- ---- ------ -----
Total.................................... $881 $253 $1,787 $506
==== ==== ====== =====
</TABLE>
6
<PAGE>
5. CHANGES IN OPERATING ACCOUNTS
The effect of changes in the operating accounts on cash flows from operating
activities is as follows:
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------
1995 1994
--------- --------
<S> <C> <C>
Decrease (increase) in:
Accrued rent and accounts receivable.............. $ 3,175 $ 3,213
Other assets - primarily unamortized lease costs.. (2,747) (2,471)
Decrease in accounts payable and accrued expenses
(excluding amounts applicable to construction
in-progress)...................................... (6,216) (6,732)
------- -------
Net change in operating accounts................ $(5,788) $(5,990)
======= =======
</TABLE>
During 1995, a shopping center was acquired through the issuance of 162,500
common shares of beneficial interest. In 1994, 300,020 common shares were
issued in exchange for 11.6 acres of land.
7
<PAGE>
PART 1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
BUSINESS ENVIRONMENT
During this quarter, the Company renewed or released 600,000 square feet of
retail space comprising over 200 leases at average net rental rates 7.6%
higher than the rentals previously received on those same spaces. Retail
sales on the same store basis for the Company's portfolio were up about 1% for
the first six months of 1995 as compared to the same period of the prior year.
Occupancy as of June 30, 1995 for shopping centers stands at 92%, unchanged
from the prior quarter and down slightly from 93% for the second quarter of
1994. Occupancy of the industrial portfolio increased to 94% from 80% for the
second quarter of 1994. The total portfolio remained constant at 92% from the
prior quarter.
During the quarter, the Company added 301,000 square feet to its portfolio by
purchasing two shopping centers as well as a joint venture partner's 50%
interest in a third center. In July, an additional 291,000 square feet of
retail space and a 133,000 square foot Houston office service center was
acquired. Including the 323,000 square foot center acquired in the first
quarter, the Company has now closed over 1 million square feet totaling over
$52 million through the first seven months of the year. These acquisition
accomplishments already surpass the results for all of 1994 in terms of total
investment.
Construction continues at the Company's two new developments. Both of these
high profile shopping centers are scheduled for completion in late 1995, and
will add nearly 300,000 square feet to the portfolio. The combined cost of
these two new developments will approximate $40 million.
FUNDS FROM OPERATIONS
The Company considers funds from operations to be an alternate measure of the
performance of an equity REIT since such measure does not recognize
depreciation and amortization expenses, other than amortization of debt issue
costs, as operating expenses. Management believes that reductions for these
charges are not meaningful in evaluating income-producing real estate, which
historically has not depreciated. The National Association of Real Estate
Investment Trusts defines funds from operations as net income plus
depreciation and amortization (excluding amortization of debt costs), less
gains and losses on sales of properties. Funds from operations do not
represent cash flows from operations as defined by generally accepted
accounting principles and should not be considered as an alternative to net
income as an indicator of the Company's operating performance or to cash flows
as a measure of liquidity.
Funds from operations increased to $18.2 million for the second quarter of
1995, as compared to $16.8 million for the same period of 1994, an 8.3 %
increase. For the six months ended June 30, 1995, funds from operations
totaled $36.4 million, up $2.5 million from the same period of the prior year.
These increases relate primarily to the impact of the Company's acquisitions
and new developments during the past 12 months and, to a lesser degree, the
activity at its existing retail properties and an increase in occupancy in its
industrial portfolio. Additionally, $.3 million of non-recurring lease
cancellation income was recognized in the first quarter of 1995.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company anticipates that cash flows from operating activities will
continue to provide adequate capital for all dividend payments in accordance
with REIT requirements, and that cash on hand, borrowings under its existing
credit facility, and the use of project financing as well as other debt and
equity alternatives will provide the necessary capital to achieve growth.
Cash flow from operating activities as reported in the Statements of
Consolidated Cash Flows increased to $31.1 million for the first six months of
1995, from $28.2 million for the same period of 1994, primarily due to the
acquisition and development of additional income-producing properties during
the past year.
The Company's Board of Trust Managers approved an increase in the quarterly
dividend per common share from $.57 to $.60, effective the first quarter of
1995. The percentage of funds from operations paid out in cash dividends, or
dividend payout ratio, was 86.9% and 88.0% for the second quarters of 1995 and
1994, respectively. The Company currently intends to maintain a conservative
dividend payout ratio to further enhance the Company's capital structure.
In April, the Company funded a $28.0 million self amortizing loan with an
insurance company bearing interest at 8.22% with a term of twenty years. In a
series of transactions during May, under our $200 million shelf registration,
the Company issued $87.5 million of unsecured Medium Term Notes with
maturities ranging from five to ten years. These notes bear interest at an
average rate of 7.17% and have an average term of 7.7 years. The proceeds from
these transactions were used to pay down balances outstanding under the
Company's unsecured revolving credit facility, reducing the amount of debt
unprotected from interest rate fluctuations to $55.1 million on total debt
outstanding of $269.7 million at June 30, 1995.
In April, the Company also completed the expansion of its unsecured revolving
credit facility from $150 million to $200 million. With the completion of the
previously mentioned fixed rate debt transactions, the Company had $160
million available at quarter end under this facility to fund future growth.
Debt to total market capitalization remains a very low 22% and cash flow
covers interest costs over 4.5 times. Combined with a favorable A+/A2 credit
rating, this strong capital structure enables the Company to choose from a
variety of opportunities to fulfill its need for new capital to finance
additional acquisitions and new development.
During the quarter, the Company issued 162,500 common shares of beneficial
interest as consideration for a shopping center which was acquired. The
seller has the right to put these shares back to the Company at a specified
price per share after one year. This would require an approximate $6.3
million disbursement by the Company to reacquire the shares.
RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1995
Net income increased by 7.0%, from $10.2 million for 1994 to $10.9 million for
1995. On a per share basis, net income was $.41 and $.39 for the three months
ended June 30, 1995 and 1994, respectively. This increase was due primarily
to the Company's acquisition and new development programs.
Rental revenues were $30.3 million for 1995, as compared to $27.4 million for
1994, representing an increase of approximately $2.9 million or 10.7%. This
increase relates primarily to acquisitions and new development
9
<PAGE>
and, to a lesser degree, the activity at the Company's existing retail
properties and an increase in the occupancy of its industrial portfolio.
Interest expense increased $1.4 million to $4.0 million in 1995, from $2.6
million in 1994. This increase was due to an increase in average debt
outstanding between periods, from $166.7 million in 1994 to $249.3 million in
1995, and an increase in the average interest rate during the quarter from
6.6% in 1994 to 7.6% in 1995. The increase in the average rate was a result
of the replacement of $115.5 million of floating rate debt with higher cost
fixed rate debt and increases in the market rate. These increases were
partially offset by an increase in the amount of interest capitalized to
projects under development from $.2 million in 1994 to $.8 million in 1995.
The increase in interest capitalized results from significant construction
activity at the Company's two new development projects.
The increases in depreciation and amortization, operating expenses and ad
valorem taxes were primarily the result of the Company's acquisition and new
development programs.
SIX MONTHS ENDED JUNE 30, 1995
Net income increased to $22.3 million, or $.84 per share, for the six months
ended June 30, 1995 from $20.8 million, or $.80 per share for 1994. Included
in the 1995 amount is $.3 million, or about .01 per share, of nonrecurring
lease cancellation income recognized in the first quarter. The remainder of
the increase is due primarily to the Company's acquisition and new development
program.
Rental revenues increased 10.7% to $60.0 million, compared with $54.2 for the
same period of the prior year. This increase relates primarily to acquisitions
and new development and, to a lesser degree, the activity at the Company's
existing retail properties and an increase in the occupancy of its industrial
portfolio.
Interest expense increased from $4.8 million for the first six months of 1994
to $7.4 million for the same period of 1995. Average debt outstanding
increased from $159.7 million for 1994 to $240.1 million for 1995 and the
average interest rate increased from 6.6% to 7.4%. The increase in debt
outstanding is a result of our expenditures for acquisitions and new
development and the increase in rate is a result of overall increases in
market rates and an increase in the amount of higher cost fixed rate debt.
These increases were partially offset by an increase in the amount of interest
capitalized to projects under development from $.4 million in 1994 to $1.5
million in 1995 due to the significant construction activity in 1995.
The increases in depreciation and amortization, operating expenses and ad
valorem taxes were primarily the result of the Company's acquisition and new
development programs.
10
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. THROUGH 5. - NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
(10.27) 7.10% Senior Medium Term Note (Series A) of the Company, dated
5-22-95, in the amount of $12,500,000.
(10.28) 7.29% Senior Medium Term Note (Series A) of the Company, dated
5-22-95, in the amount of $12,500,000.
(10.29) 7.35% Senior Medium Term Note (Series A) of the Company, dated
5-30-95, in the amount of $12,500,000.
(10.30) 7.125% Senior Medium Term Note (Series A) of the Company, dated
5-30-95, in the amount of $12,500,000.
(10.31) 7.22% Senior Medium Term Note (Series A) of the Company, dated
6-1-95, in the amount of $12,500,000.
(10.32) 6.82% Senior Medium Term Note (Series A) of the Company, dated
6-1-95, in the amount of $25,000,000.
(11) A statement of computation of earnings per common share.
(12) A statement of computation of ratios of earnings and funds from
operations to fixed charges.
(27) Article 5 Financial Data Schedule (EDGAR filing only).
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the Registrant during the quarter
for which this report is filed.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WEINGARTEN REALTY INVESTORS
-----------------------------
(Registrant)
BY: /s/ Stanford Alexander
--------------------------
Stanford Alexander
Chairman/Chief Executive Officer
(Principal Executive Officer)
BY: /s/ Stephen C. Richter
--------------------------
Stephen C. Richter
Vice President/Financial
Administration and Treasurer
(Principal Accounting Officer)
DATE: August 9, 1995
12
<PAGE>
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK,
NEW YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY 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
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY./1/
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR- 94874R AA 4 $12,500,000
--------- ------------ ----------------
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
5/22/95 7.10% 5/22/02
INTEREST PAYMENT DATE(S) RECORD DATE(S): DEFAULT RATE:
[ x ] 3/15 and 9/15 [ x ] 3/1 and 9/1 N/A
[ ] Other: [ ] Other:
----------
/1/ This paragraph applies to Global Securities only.
<PAGE>
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE
DATE: REDUCTION:
N/A N/A N/A
OPTIONAL REPAYMENT
DATE(S):
N/A
[ ] Check if an Original Issue
Discount Note Issue Price: %
SPECIFIED CURRENCY:
[ x ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
N/A
AUTHORIZED DENOMINATION:
[ x ] $1,000 and integral multiples
thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ x ] No
OTHER/ADDITIONAL PROVISIONS:
-2-
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
-----------
principal sum of $12,500,000, on the Stated Maturity Date specified above (or
-----------
any Redemption Date or Repayment Date, each as defined on the reverse hereof)
(each such Stated Maturity Date, Redemption Date or 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 Company will pay
interest in arrears on each Interest Payment Date, if any, specified above
(each, an "Interest Payment Date"), 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 occurs
-------- -------
between a Regular 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 Regular 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 with respect to this Note) 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,
subject to certain exceptions described herein, 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 March 1 and September 1 next preceding the March 15
and
-3-
<PAGE>
September 15 (whether or not a Market Day, as defined below) Interest
Payment Dates (the "Regular Record Date"); provided, however, that interest
-------- -------
payable on the Maturity Date will be payable to 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 on any Interest Payment
Date with respect to this Note ("Defaulted Interest") will forthwith cease to
be payable to the Holder on the Regular Record Date, and shall be paid to the
person in whose name this Note 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 calendar days prior to such Special Record Date, or shall be paid at
any time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
"Business Day", as used herein for any particular location, means
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in such location are authorized or obligated by
law or executive order to close.
Payment of principal of (and premium, if any) and any interest in
respect of this Note due on the Maturity Date to be made in U.S. dollars 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 Paying
Agent Office as the Company may determine; provided, however, that if such
-------- -------
payment is to be made in a Specified Currency other than U.S. dollars as set
forth below, such payment will be made by wire transfer of immediately
available funds to an account with a bank located in the Principal Financial
Center of the country issuing the Specified Currency (or, for Notes
denominated in European Currency Units ("ECUs"), to an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have
been designated by the Holder hereof at least five Business Days prior to the
Maturity Date, provided that such bank has appropriate facilities therefor
and that this Note (and, if applicable, a duly completed election form) is
presented and surrendered at the aforementioned Paying Agent Office in time
for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. Such designation shall be made by filing the
appropriate information with the Paying Agent at the Paying
-4-
<PAGE>
Agent Office in The City of New York, and, unless revoked, any such
designation made with respect to this Note by its registered Holder will
remain in effect with respect to any further payments with respect to this
Note payable to its Holder. If a payment with respect to this Note cannot be
made by wire transfer because the required designation has not been received
by the Paying Agent on or before the requisite date or for any other reason,
a notice will be mailed to the Holder of this Note at its registered address
requesting a designation pursuant to which such wire transfer can be made
and, upon the Paying Agent's receipt of such a designation, such payment will
be made within five Business Days of such receipt. The Company will pay any
administrative costs imposed by banks in connection with making payments by
wire transfer, but any tax, assessment or governmental charge imposed upon
payments will be borne by the Holder of this Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars 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 Payment Agent Office; provided, however,
-------- -------
that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified
above is other than U.S. 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 Paying Agent not less than five calendar days
prior to such Interest Payment Date. Any such wire transfer instructions
received by the Paying Agent 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 Market Day (as defined below), the required payment of principal,
premium, if any, and/or interest need not be made on such day, but may be
made on the next succeeding Market Day with the same force and effect as if
made on the date such payment was due, and no 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 Market Day.
-5-
<PAGE>
As used herein, "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which
is to be made in a Specified Currency other than U.S. dollars, any
Business Day in The City of New York;
(b) for a Note the payment in respect of which is to be made in a
Specified Currency other than U.S. dollars, any Business Day in the
Principal Financial Center (as defined below) of the country issuing such
Specified Currency which is also a Business Day in The City of New York;
and
(c) for a Note the payment in respect of which is to be made in ECUs,
any Business Day in The City of New York that is also not a day that
appears as an ECU non-settlement day on the display designated as "ISDE"
on the Reuters Monitor Money Rates Service (or a day so designed by the
ECU Banking Association) or, if the ECU non-settlement days do not appear
on that page (and are not so designated), is not a day on which payments
in ECUs cannot be settled in the international interbank market).
"Principal Financial Center" means the capital city of the country
issuing the Specified Currency in respect of which payment on the Notes is to
be made, except that with respect to U.S. dollars, Australian dollars, German
Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Company 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 U.S. dollars, any such amounts so payable by the
Company will be converted by the Exchange Rate Agent specified above into
U.S. dollars for payment to the Holder of this Note; provided, however, that
-------- -------
the Holder of this Note may elect to receive such amounts in the Specified
Currency pursuant to the provisions set forth below.
-6-
<PAGE>
Payments of principal of (and premium, if any) and interest on any
Note denominated in a Specified Currency other than U.S. dollars (a "Foreign
Currency Note") will be made in U.S. dollars if the registered Holder of such
Note on the relevant Regular Record Date, or at maturity, as the case may be,
has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in The City of New York on or before
such Regular Record Date, or the date 15 days before maturity, as the case
may be. Such request may be in writing (mailed or hand delivered) or sent by
cable, telex, or other form of facsimile transmission. Any such request made
for any Note by a registered Holder will remain in effect for any further
payments of principal of (and premium, if any) and interest on such Note
payable to such Holder, unless such request is revoked on or before the
relevant Regular Record Date or the date 15 days before maturity, as the case
may be. Holders of Notes denominated in a Specified Currency other than U.S.
dollars that are registered in the name of a broker or nominee should contact
such broker or nominee to determine whether and how to elect to receive
payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign
Currency Note who elects to receive payment in U.S. dollars will be based on
the highest bid quotation in The City of New York received by the Exchange
Rate Agent as of 11:00 a.m., New York City time, on the second Market Day
next preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes electing to receive U.S. dollar
payments and at which the applicable dealer commits to execute a contract. If
three such bid quotations are not available on the second Market Day
preceding the date of payment of principal (and premium, if any) or interest
for any Note, such payment will be made in the Specified Currency. All
currency exchange costs associated with any payment in U.S. dollars on any
such Note will be borne by the Holder thereof by deductions from such
payment.
A Holder of a Foreign Currency Note may elect to receive payment of
the principal of and premium, if any, and interest on such Note in the
Specified Currency by submitting a written request for such payment to the
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<PAGE>
Trustee at its Corporate Trust Office in The City of New York on or prior to
the applicable record date or at least 15 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. A Holder of a Foreign Currency Note may elect to receive
payment in the applicable Specified Currency for all such principal, premium,
if any, and interest payments 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 15 calendar
days prior to the Maturity Date, as the case may be, Holders of Foreign
Currency Notes whose Notes are to be held in the name of a broker or nominee
should contact such broker or nominee to determine whether and how an
election to receive payments in the applicable Specified Currency may be
made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than
ECUs) is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled
to satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Company or the ECU is used neither as the unit of
account of the European Communities nor as the currency of the European
Union, the Company will be entitled to satisfy its obligations to the Holder
of such Note by making such payment (including any such payment at maturity)
in a component currency of the ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign
Currency 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 Market 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
Company for the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
-8-
<PAGE>
Currency payable to all Holders of Foreign Currency Notes scheduled to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the Holder
of such Foreign Currency Note by deductions from such payments. If three
such bid quotations are not available, payments will be made in the Specified
Currency.
If the applicable Specified Currency is not available for the payment
of principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such
payment in U.S. dollars on the basis of the Market Exchange Rate on the
second Market Day prior to such payment or, if such Market Exchange Rate is
not then available, on the basis of the most recently available Market
Exchange Rate or as otherwise specified in the applicable Pricing Supplement.
The "Market Exchange Rate" for a Specified Currency other than U.S. dollars
means the noon dollar buying rate in The City of New York for the cable
transfer for such Specified Currency as certified for customs purposes by (or
if not so certified, as otherwise determined by) the Federal Reserve Bank of
New York.
If payment in respect of a Foreign Currency Note is required to be
made in any currency unit (e.g., ECU), and such currency unit is unavailable
due to the imposition of exchange controls or other circumstances beyond the
Company's control, then the Company will be entitled, but not required, to
make any payments in respect of such Note in U.S. dollars until such currency
unit is again available. The amount of each payment in U.S. dollars shall be
computed on the basis of the equivalent of the currency unit in U.S. dollars,
which shall be determined by the Company or its agent on the following basis.
The component currencies of the currency unit for this purpose (collectively,
the "Component Currencies" and each, a "Component Currency") shall be the
currency amounts that were components of the currency unit as of the last day
on which the currency unit was used. The equivalent of the currency unit in
U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of
the Component Currencies. The U.S. dollar equivalent of each of the
Component Currencies shall be determined by the Company or its agent on the
basis of the most recently available Market Exchange Rate for each such
Component Currency.
-9-
<PAGE>
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a
Component Currency shall be divided or multiplied in the same proportion. If
two or more Component Currencies are consolidated into a single currency, the
amounts of those currencies as Component Currencies shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single currency. If any
Component Currency is divided into two or more currencies, the amount of the
original Component Currency shall be replaced by the amounts of such two or
more currencies, the sum of which shall be equal to the amount of the
original Component 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.
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.
Unless the Certificate of Authentication hereon has been executed by
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, Weingarten Realty Investors has caused this Note
to be executed.
WEINGARTEN REALTY INVESTORS
By:
-----------------------------
Title: Chairman/Chief Executive
Officer
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<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
By: ___________________________________
Authorized Signatory for
Chemical Bank, as Agent for
Texas Commerce Bank National Association
-11-
<PAGE>
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of MayU1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company and Texas Commerce Bank National
Association, as Trustee (the "Trustee", which term includes any successor
trustee under the Indenture), 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 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 A Due 9 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. Notes
denominated in U.S. dollars will be initially issued in denominations of
$1,000 and integral multiples thereof, and Notes denominated in other than
U.S. dollars will be initially issued in denominations of the amount of the
Specified Currency for such Note equivalent, at the noon buying rate for
cable transfers in The City of New York for such Specified Currency (the
"Exchange Rate") on the first Market Day next preceding the date on which the
Company accepts the offer to purchase such Note, to $1,000 and integral
multiples thereof (or the equivalent thereof in the Specified Currency for
such Note). Interest rates offered by the Company with respect to a Note may
differ depending upon, among other things, the aggregate principal amount of
the Notes purchased in any single transaction.
This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of
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<PAGE>
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 Company
on any date on and after the Redemption Commencement 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 Redemption
Commencement 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 the 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 Company 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 amount
hereof shall be a 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 herein entitled "Option to Elect Repayment" duly
completed, by the Trustee at its corporate trust office 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
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<PAGE>
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 (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus
(ii) with respect to any redemption, the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any
portion of such Issue Price which has been paid prior to the Redemption Date,
or the portion of the Issue Price (or the net amount) proportionate to the
portion of the unpaid principal amount to be redeemed, plus (iii) any accrued
interest to the date of such event the payment of which would constitute
qualified stated interest payments within the meaning of Treasury Regulation
1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the "Code").
The "Amortized Face Amount" shall mean an amount equal to (i) the Issue Price
plus (ii) the aggregate portions of the original issue discount (the excess
of the amounts considered as part of the "stated redemption price at
maturity" of this Note within the meaning of Section 1273(a)(2) of the Code,
whether denominated as principal or interest, over the Issue Price) which
shall theretofore have accrued pursuant to Section 1272 of the Code (without
regard to Section 1272(a)(7) of the Code) from the Original Issue Date to the
date of determination, minus (iii) any amount considered as part of the
"stated redemption price at maturity" of this Note which has been paid from
the Original Issue Date to the date of determination.
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 of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.
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 Debt
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<PAGE>
Securities at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority of the aggregate 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
of the aggregate principal amount of the outstanding Debt Securities, on
behalf of the Holders of all such Debt Securities, to waive compliance by the
Company 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, 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 other Notes
issued upon the registration of transfer hereof or in exchange heretofore or
in lieu hereof, whether or not notation of such consent or waiver is made
upon the 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 principal, premium, if any, and
interest in respect of this Note at the times, places and rate or formula,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
Security Register of the Company upon surrender of this Note for registration
of transfer at the office or agency of the Company 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 Company and the Trustee duly executed by, the Holder
hereof or by his attorney duly authorized in writing, and thereupon one or
more new Notes, 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.
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<PAGE>
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 Holder in whose name this Note is registered as the owner thereof
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.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.
-16-
<PAGE>
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 rights of
survivorship and not as tenants in common Act ________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
________________________________________________________________________________
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
______________________________________________________________________ Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date:________________________ _________________________________
_________________________________
Notice: The signature(s) on this
assignment must correspond with the
name(s) as written upon the face of
the within Note in every
particular, without alteration or
enlargement or any change
whatsoever.
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<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms
at a price equal to 100% of the principal amount to be repaid, together with
unpaid interest accrued hereon to the Repayment Date, to the undersigned,
at __________________________________________________________________________
_____________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate
trust office, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if
the Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid).
Principal Amount
to be Repaid: $____________________ _______________________________
Notice: The signature(s) on this
Option to Elect
Date:_______________________________ Repayment must correspond with the
name(s) as written upon the face
of the within Note in every
particular, without alteration or
enlargement or any change
whatsoever.
-18-
<PAGE>
EXHIBIT 10.28
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY 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
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY./1/
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR 94874R AB 2 $12,500,000
------------ ----------- ----------------
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
5/22/95 7.29% 5/23/05
INTEREST PAYMENT DATE(S) RECORD DATE(S): DEFAULT RATE:
[ x ] 3/15 and 9/15 [ x ] 3/1 and 9/1 N/A
[ ] Other: [ ] Other:
-------------------
/1/ This paragraph applies to Global Securities only.
<PAGE>
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE
DATE: REDUCTION:
N/A N/A N/A
OPTIONAL REPAYMENT
DATE(S):
N/A
[ ] Check if an Original Issue
Discount Note Issue Price: %
SPECIFIED CURRENCY:
[ x ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
N/A
AUTHORIZED DENOMINATION:
[ x ] $1,000 and integral multiples
thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ x ] No
OTHER/ADDITIONAL PROVISIONS:
-2-
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
-----------
principal sum of $12,500,000, on the Stated Maturity Date specified above (or
-----------
any Redemption Date or Repayment Date, each as defined on the reverse hereof)
(each such Stated Maturity Date, Redemption Date or 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 Company will pay
interest in arrears on each Interest Payment Date, if any, specified above
(each, an "Interest Payment Date"), 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 occurs
--------- -------
between a Regular 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 Regular 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 with respect to this Note) 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,
subject to certain exceptions described herein, 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 March 1 and September 1 next preceding the March 15
and
-3-
<PAGE>
September 15 (whether or not a Market Day, as defined below) Interest
Payment Dates (the "Regular Record Date"); provided, however, that interest
-------- -------
payable on the Maturity Date will be payable to 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 on any Interest Payment
Date with respect to this Note ("Defaulted Interest") will forthwith cease to
be payable to the Holder on the Regular Record Date, and shall be paid to the
person in whose name this Note 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 calendar days prior to such Special Record Date, or shall be paid at
any time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
"Business Day", as used herein for any particular location, means
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in such location are authorized or obligated by
law or executive order to close.
Payment of principal of (and premium, if any) and any interest in
respect of this Note due on the Maturity Date to be made in U.S. dollars 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 Paying
Agent Office as the Company may determine; provided, however, that if such
-------- -------
payment is to be made in a Specified Currency other than U.S. dollars as set
forth below, such payment will be made by wire transfer of immediately
available funds to an account with a bank located in the Principal Financial
Center of the country issuing the Specified Currency (or, for Notes
denominated in European Currency Units ("ECUs"), to an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have
been designated by the Holder hereof at least five Business Days prior to the
Maturity Date, provided that such bank has appropriate facilities therefor
and that this Note (and, if applicable, a duly completed election form) is
presented and surrendered at the aforementioned Paying Agent Office in time
for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. Such designation shall be made by filing the
appropriate information with the Paying Agent at the Paying
-4-
<PAGE>
Agent Office in The City of New York, and, unless revoked, any such
designation made with respect to this Note by its registered Holder will
remain in effect with respect to any further payments with respect to this
Note payable to its Holder. If a payment with respect to this Note cannot be
made by wire transfer because the required designation has not been received
by the Paying Agent on or before the requisite date or for any other reason,
a notice will be mailed to the Holder of this Note at its registered address
requesting a designation pursuant to which such wire transfer can be made
and, upon the Paying Agent's receipt of such a designation, such payment will
be made within five Business Days of such receipt. The Company will pay any
administrative costs imposed by banks in connection with making payments by
wire transfer, but any tax, assessment or governmental charge imposed upon
payments will be borne by the Holder of this Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars 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 Payment Agent Office; provided, however,
-------- -------
that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified
above is other than U.S. 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 Paying Agent not less than five calendar days
prior to such Interest Payment Date. Any such wire transfer instructions
received by the Paying Agent 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 Market Day (as defined below), the required payment of principal,
premium, if any, and/or interest need not be made on such day, but may be
made on the next succeeding Market Day with the same force and effect as if
made on the date such payment was due, and no 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 Market Day.
-5-
<PAGE>
As used herein, "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which is
to be made in a Specified Currency other than U.S. dollars, any Business Day
in The City of New York;
(b) for a Note the payment in respect of which is to be made in a
Specified Currency other than U.S. dollars, any Business Day in the Principal
Financial Center (as defined below) of the country issuing such Specified
Currency which is also a Business Day in The City of New York; and
(c) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in The City of New York that is also not a day that appears as
an ECU non-settlement day on the display designated as "ISDE" on the Reuters
Monitor Money Rates Service (or a day so designed by the ECU Banking
Association) or, if the ECU non-settlement days do not appear on that page
(and are not so designated), is not a day on which payments in ECUs cannot be
settled in the international interbank market).
"Principal Financial Center" means the capital city of the country
issuing the Specified Currency in respect of which payment on the Notes is to
be made, except that with respect to U.S. dollars, Australian dollars, German
Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Company 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 U.S. dollars, any such amounts so payable by the
Company will be converted by the Exchange Rate Agent specified above into
U.S. dollars for payment to the Holder of this Note; provided, however, that
-------- -------
the Holder of this Note may elect to receive such amounts in the Specified
Currency pursuant to the provisions set forth below.
-6-
<PAGE>
Payments of principal of (and premium, if any) and interest on any
Note denominated in a Specified Currency other than U.S. dollars (a "Foreign
Currency Note") will be made in U.S. dollars if the registered Holder of such
Note on the relevant Regular Record Date, or at maturity, as the case may be,
has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in The City of New York on or before
such Regular Record Date, or the date 15 days before maturity, as the case
may be. Such request may be in writing (mailed or hand delivered) or sent by
cable, telex, or other form of facsimile transmission. Any such request made
for any Note by a registered Holder will remain in effect for any further
payments of principal of (and premium, if any) and interest on such Note
payable to such Holder, unless such request is revoked on or before the
relevant Regular Record Date or the date 15 days before maturity, as the case
may be. Holders of Notes denominated in a Specified Currency other than U.S.
dollars that are registered in the name of a broker or nominee should contact
such broker or nominee to determine whether and how to elect to receive
payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign
Currency Note who elects to receive payment in U.S. dollars will be based on
the highest bid quotation in The City of New York received by the Exchange
Rate Agent as of 11:00 a.m., New York City time, on the second Market Day
next preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes electing to receive U.S. dollar
payments and at which the applicable dealer commits to execute a contract. If
three such bid quotations are not available on the second Market Day
preceding the date of payment of principal (and premium, if any) or interest
for any Note, such payment will be made in the Specified Currency. All
currency exchange costs associated with any payment in U.S. dollars on any
such Note will be borne by the Holder thereof by deductions from such
payment.
A Holder of a Foreign Currency Note may elect to receive payment of
the principal of and premium, if any, and interest on such Note in the
Specified Currency by submitting a written request for such payment to the
-7-
<PAGE>
Trustee at its Corporate Trust Office in The City of New York on or prior to
the applicable record date or at least 15 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. A Holder of a Foreign Currency Note may elect to receive
payment in the applicable Specified Currency for all such principal, premium,
if any, and interest payments 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 15 calendar
days prior to the Maturity Date, as the case may be, Holders of Foreign
Currency Notes whose Notes are to be held in the name of a broker or nominee
should contact such broker or nominee to determine whether and how an
election to receive payments in the applicable Specified Currency may be
made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than
ECUs) is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled
to satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Company or the ECU is used neither as the unit of
account of the European Communities nor as the currency of the European
Union, the Company will be entitled to satisfy its obligations to the Holder
of such Note by making such payment (including any such payment at maturity)
in a component currency of the ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign
Currency 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 Market 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
Company for the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
-8-
<PAGE>
Currency payable to all Holders of Foreign Currency Notes scheduled to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the Holder
of such Foreign Currency Note by deductions from such payments. If three
such bid quotations are not available, payments will be made in the Specified
Currency.
If the applicable Specified Currency is not available for the payment
of principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such
payment in U.S. dollars on the basis of the Market Exchange Rate on the
second Market Day prior to such payment or, if such Market Exchange Rate is
not then available, on the basis of the most recently available Market
Exchange Rate or as otherwise specified in the applicable Pricing Supplement.
The "Market Exchange Rate" for a Specified Currency other than U.S. dollars
means the noon dollar buying rate in The City of New York for the cable
transfer for such Specified Currency as certified for customs purposes by (or
if not so certified, as otherwise determined by) the Federal Reserve Bank of
New York.
If payment in respect of a Foreign Currency Note is required to be
made in any currency unit (e.g., ECU), and such currency unit is unavailable
due to the imposition of exchange controls or other circumstances beyond the
Company's control, then the Company will be entitled, but not required, to
make any payments in respect of such Note in U.S. dollars until such currency
unit is again available. The amount of each payment in U.S. dollars shall be
computed on the basis of the equivalent of the currency unit in U.S. dollars,
which shall be determined by the Company or its agent on the following basis.
The component currencies of the currency unit for this purpose (collectively,
the "Component Currencies" and each, a "Component Currency") shall be the
currency amounts that were components of the currency unit as of the last day
on which the currency unit was used. The equivalent of the currency unit in
U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of
the Component Currencies. The U.S. dollar equivalent of each of the Component
Currencies shall be determined by the Company or its agent on the basis of
the most recently available Market Exchange Rate for each such Component
Currency.
-9-
<PAGE>
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a
Component Currency shall be divided or multiplied in the same proportion. If
two or more Component Currencies are consolidated into a single currency, the
amounts of those currencies as Component Currencies shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single currency. If any
Component Currency is divided into two or more currencies, the amount of the
original Component Currency shall be replaced by the amounts of such two or
more currencies, the sum of which shall be equal to the amount of the
original Component 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.
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.
Unless the Certificate of Authentication hereon has been executed by
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, Weingarten Realty Investors has caused this Note
to be executed.
WEINGARTEN REALTY INVESTORS
By:
------------------------------
Title: Chairman/Chief Executive
Officer
Dated: May 22, 1995
-10-
<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
By:
-----------------------------------
Authorized Signatory for
Chemical Bank, as Agent for
Texas Commerce Bank National Association
-11-
<PAGE>
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of May 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company and Texas Commerce Bank National
Association, as Trustee (the "Trustee", which term includes any successor
trustee under the Indenture), 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 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 A Due 9 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. Notes
denominated in U.S. dollars will be initially issued in denominations of
$1,000 and integral multiples thereof, and Notes denominated in other than
U.S. dollars will be initially issued in denominations of the amount of the
Specified Currency for such Note equivalent, at the noon buying rate for
cable transfers in The City of New York for such Specified Currency (the
"Exchange Rate") on the first Market Day next preceding the date on which the
Company accepts the offer to purchase such Note, to $1,000 and integral
multiples thereof (or the equivalent thereof in the Specified Currency for
such Note). Interest rates offered by the Company with respect to a Note may
differ depending upon, among other things, the aggregate principal amount of
the Notes purchased in any single transaction.
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
- 12-
<PAGE>
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 Company
on any date on and after the Redemption Commencement 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 Redemption
Commencement 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 the 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 Company 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 amount
hereof shall be a 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 herein entitled "Option to Elect Repayment" duly
completed, by the Trustee at its corporate trust office 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
-13-
<PAGE>
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 (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus
(ii) with respect to any redemption, the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any
portion of such Issue Price which has been paid prior to the Redemption Date,
or the portion of the Issue Price (or the net amount) proportionate to the
portion of the unpaid principal amount to be redeemed, plus (iii) any accrued
interest to the date of such event the payment of which would constitute
qualified stated interest payments within the meaning of Treasury Regulation
1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the "Code").
The "Amortized Face Amount" shall mean an amount equal to (i) the Issue Price
plus (ii) the aggregate portions of the original issue discount (the excess
of the amounts considered as part of the "stated redemption price at
maturity" of this Note within the meaning of Section 1273(a)(2) of the Code,
whether denominated as principal or interest, over the Issue Price) which
shall theretofore have accrued pursuant to Section 1272 of the Code (without
regard to Section 1272(a)(7) of the Code) from the Original Issue Date to the
date of determination, minus (iii) any amount considered as part of the
"stated redemption price at maturity" of this Note which has been paid from
the Original Issue Date to the date of determination.
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 of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.
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 Debt
-14-
<PAGE>
Securities at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority of the aggregate 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
of the aggregate principal amount of the outstanding Debt Securities, on
behalf of the Holders of all such Debt Securities, to waive compliance by the
Company 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, 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 other Notes
issued upon the registration of transfer hereof or in exchange heretofore or
in lieu hereof, whether or not notation of such consent or waiver is made
upon the 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 principal, premium, if any, and
interest in respect of this Note at the times, places and rate or formula,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
Security Register of the Company upon surrender of this Note for registration
of transfer at the office or agency of the Company 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 Company and the Trustee duly executed by, the Holder
hereof or by his attorney duly authorized in writing, and thereupon one or
more new Notes, 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.
-15-
<PAGE>
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 Holder in whose name this Note is registered as the owner thereof
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.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.
-16-
<PAGE>
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 rights of Act ________________
survivorship and not as tenants in common (State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________
____________________________________________________________________________
----------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
____________________________________________________________________________
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
___________________________________________________________________ Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date: _____________________________ ________________________________
________________________________
Notice: The signature(s) on this
assignment must correspond with the
name(s) as written upon the face of
the within Note in every
particular, without alteration or
enlargement or any change
whatsoever.
-17-
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms
at a price equal to 100% of the principal amount to be repaid, together with
unpaid interest accrued hereon to the Repayment Date, to the undersigned,
at _________________________________________________________________________
____________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate
trust office, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if
the Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid).
Principal Amount
to be Repaid: $________________ __________________________________
Notice: The signature(s) on this
Option to Elect
Date: __________________________ Repayment must correspond with the
name(s) as written upon the face of
the within Note in every particular,
without alteration or enlargement or
any change whatsoever.
-18-
<PAGE>
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY 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
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY./1/
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR- 94874R AC 0 $12,500,000
--------- ------------ ----------------
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
5/30/95 7.35% 5/30/05
INTEREST PAYMENT DATE(S) RECORD DATE(S): DEFAULT RATE:
[ x ] 3/15 and 9/15 [ x ] 3/1 and 9/1 N/A
[ ] Other: [ ] Other:
---------------
/1/ This paragraph applies to Global Securities only.
<PAGE>
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE
DATE: REDUCTION:
N/A N/A N/A
OPTIONAL REPAYMENT
DATE(S):
N/A
[ ] Check if an Original Issue
Discount Note Issue Price: %
SPECIFIED CURRENCY:
[ x ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
N/A
AUTHORIZED DENOMINATION:
[ x ] $1,000 and integral multiples
thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ x ] No
OTHER/ADDITIONAL PROVISIONS:
-2-
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
----------
principal sum of $12,500,000, on the Stated Maturity Date specified above (or
-----------
any Redemption Date or Repayment Date, each as defined on the reverse hereof)
(each such Stated Maturity Date, Redemption Date or 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 Company will pay
interest in arrears on each Interest Payment Date, if any, specified above
(each, an "Interest Payment Date"), 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 occurs
-------- -------
between a Regular 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 Regular 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 with respect to this Note) 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,
subject to certain exceptions described herein, 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 March 1 and September 1 next preceding the March 15
and
-3-
<PAGE>
September 15 (whether or not a Market Day, as defined below) Interest
Payment Dates (the "Regular Record Date"); provided, however, that interest
-------- -------
payable on the Maturity Date will be payable to 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 on any Interest Payment
Date with respect to this Note ("Defaulted Interest") will forthwith cease to
be payable to the Holder on the Regular Record Date, and shall be paid to the
person in whose name this Note 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 calendar days prior to such Special Record Date, or shall be paid at
any time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
"Business Day", as used herein for any particular location, means
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in such location are authorized or obligated by
law or executive order to close.
Payment of principal of (and premium, if any) and any interest in
respect of this Note due on the Maturity Date to be made in U.S. dollars 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 Paying
Agent Office as the Company may determine; provided, however, that if such
-------- -------
payment is to be made in a Specified Currency other than U.S. dollars as set
forth below, such payment will be made by wire transfer of immediately
available funds to an account with a bank located in the Principal Financial
Center of the country issuing the Specified Currency (or, for Notes
denominated in European Currency Units ("ECUs"), to an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have
been designated by the Holder hereof at least five Business Days prior to the
Maturity Date, provided that such bank has appropriate facilities therefor
and that this Note (and, if applicable, a duly completed election form) is
presented and surrendered at the aforementioned Paying Agent Office in time
for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. Such designation shall be made by filing the
appropriate information with the Paying Agent at the Paying
-4-
<PAGE>
Agent Office in The City of New York, and, unless revoked, any such
designation made with respect to this Note by its registered Holder will
remain in effect with respect to any further payments with respect to this
Note payable to its Holder. If a payment with respect to this Note cannot be
made by wire transfer because the required designation has not been received
by the Paying Agent on or before the requisite date or for any other reason,
a notice will be mailed to the Holder of this Note at its registered address
requesting a designation pursuant to which such wire transfer can be made
and, upon the Paying Agent's receipt of such a designation, such payment will
be made within five Business Days of such receipt. The Company will pay any
administrative costs imposed by banks in connection with making payments by
wire transfer, but any tax, assessment or governmental charge imposed upon
payments will be borne by the Holder of this Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars 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 Payment Agent Office; provided, however,
-------- -------
that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified
above is other than U.S. 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 Paying Agent not less than five calendar days
prior to such Interest Payment Date. Any such wire transfer instructions
received by the Paying Agent 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 Market Day (as defined below), the required payment of principal,
premium, if any, and/or interest need not be made on such day, but may be
made on the next succeeding Market Day with the same force and effect as if
made on the date such payment was due, and no 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 Market Day.
-5-
<PAGE>
As used herein, "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which is
to be made in a Specified Currency other than U.S. dollars, any Business Day
in The City of New York;
(b) for a Note the payment in respect of which is to be made in a
Specified Currency other than U.S. dollars, any Business Day in the Principal
Financial Center (as defined below) of the country issuing such Specified
Currency which is also a Business Day in The City of New York; and
(c) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in The City of New York that is also not a day that appears as
an ECU non-settlement day on the display designated as "ISDE" on the Reuters
Monitor Money Rates Service (or a day so designed by the ECU Banking
Association) or, if the ECU non-settlement days do not appear on that page
(and are not so designated), is not a day on which payments in ECUs cannot be
settled in the international interbank market).
"Principal Financial Center" means the capital city of the country
issuing the Specified Currency in respect of which payment on the Notes is to
be made, except that with respect to U.S. dollars, Australian dollars, German
Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Company 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 U.S. dollars, any such amounts so payable by the
Company will be converted by the Exchange Rate Agent specified above into
U.S. dollars for payment to the Holder of this Note; provided, however, that
-------- -------
the Holder of this Note may elect to receive such amounts in the Specified
Currency pursuant to the provisions set forth below.
-6-
<PAGE>
Payments of principal of (and premium, if any) and interest on any
Note denominated in a Specified Currency other than U.S. dollars (a "Foreign
Currency Note") will be made in U.S. dollars if the registered Holder of such
Note on the relevant Regular Record Date, or at maturity, as the case may be,
has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in The City of New York on or before
such Regular Record Date, or the date 15 days before maturity, as the case
may be. Such request may be in writing (mailed or hand delivered) or sent by
cable, telex, or other form of facsimile transmission. Any such request made
for any Note by a registered Holder will remain in effect for any further
payments of principal of (and premium, if any) and interest on such Note
payable to such Holder, unless such request is revoked on or before the
relevant Regular Record Date or the date 15 days before maturity, as the case
may be. Holders of Notes denominated in a Specified Currency other than U.S.
dollars that are registered in the name of a broker or nominee should contact
such broker or nominee to determine whether and how to elect to receive
payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign
Currency Note who elects to receive payment in U.S. dollars will be based on
the highest bid quotation in The City of New York received by the Exchange
Rate Agent as of 11:00 a.m., New York City time, on the second Market Day
next preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes electing to receive U.S. dollar
payments and at which the applicable dealer commits to execute a contract. If
three such bid quotations are not available on the second Market Day
preceding the date of payment of principal (and premium, if any) or interest
for any Note, such payment will be made in the Specified Currency. All
currency exchange costs associated with any payment in U.S. dollars on any
such Note will be borne by the Holder thereof by deductions from such
payment.
A Holder of a Foreign Currency Note may elect to receive payment of
the principal of and premium, if any, and interest on such Note in the
Specified Currency by submitting a written request for such payment to the
-7-
<PAGE>
Trustee at its Corporate Trust Office in The City of New York on or prior to
the applicable record date or at least 15 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. A Holder of a Foreign Currency Note may elect to receive
payment in the applicable Specified Currency for all such principal, premium,
if any, and interest payments 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 15 calendar
days prior to the Maturity Date, as the case may be, Holders of Foreign
Currency Notes whose Notes are to be held in the name of a broker or nominee
should contact such broker or nominee to determine whether and how an
election to receive payments in the applicable Specified Currency may be
made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than
ECUs) is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled
to satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Company or the ECU is used neither as the unit of
account of the European Communities nor as the currency of the European
Union, the Company will be entitled to satisfy its obligations to the Holder
of such Note by making such payment (including any such payment at maturity)
in a component currency of the ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign
Currency 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 Market 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
Company for the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
-8-
<PAGE>
Currency payable to all Holders of Foreign Currency Notes scheduled to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the Holder
of such Foreign Currency Note by deductions from such payments. If three
such bid quotations are not available, payments will be made in the Specified
Currency.
If the applicable Specified Currency is not available for the payment
of principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such
payment in U.S. dollars on the basis of the Market Exchange Rate on the
second Market Day prior to such payment or, if such Market Exchange Rate is
not then available, on the basis of the most recently available Market
Exchange Rate or as otherwise specified in the applicable Pricing Supplement.
The "Market Exchange Rate" for a Specified Currency other than U.S. dollars
means the noon dollar buying rate in The City of New York for the cable
transfer for such Specified Currency as certified for customs purposes by (or
if not so certified, as otherwise determined by) the Federal Reserve Bank of
New York.
If payment in respect of a Foreign Currency Note is required to be
made in any currency unit (e.g., ECU), and such currency unit is unavailable
due to the imposition of exchange controls or other circumstances beyond the
Company's control, then the Company will be entitled, but not required, to
make any payments in respect of such Note in U.S. dollars until such currency
unit is again available. The amount of each payment in U.S. dollars shall be
computed on the basis of the equivalent of the currency unit in U.S. dollars,
which shall be determined by the Company or its agent on the following basis.
The component currencies of the currency unit for this purpose (collectively,
the "Component Currencies" and each, a "Component Currency") shall be the
currency amounts that were components of the currency unit as of the last day
on which the currency unit was used. The equivalent of the currency unit in
U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of
the Component Currencies. The U.S. dollar equivalent of each of the
Component Currencies shall be determined by the Company or its agent on the
basis of the most recently available Market Exchange Rate for each such
Component Currency.
-9-
<PAGE>
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a
Component Currency shall be divided or multiplied in the same proportion. If
two or more Component Currencies are consolidated into a single currency, the
amounts of those currencies as Component Currencies shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single currency. If any
Component Currency is divided into two or more currencies, the amount of the
original Component Currency shall be replaced by the amounts of such two or
more currencies, the sum of which shall be equal to the amount of the
original Component 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.
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.
Unless the Certificate of Authentication hereon has been executed by
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, Weingarten Realty Investors has caused this Note
to be executed.
WEINGARTEN REALTY INVESTORS
By:
----------------------------------
Title: Chairman/Chief Executive
Officer
Dated: May 22, 1995
-10-
<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
By: ___________________________________
Authorized Signatory for
Chemical Bank, as Agent for
Texas Commerce Bank National Association
-11-
<PAGE>
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of May 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company and Texas Commerce Bank National
Association, as Trustee (the "Trustee", which term includes any successor
trustee under the Indenture), 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 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 A Due 9 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. Notes
denominated in U.S. dollars will be initially issued in denominations of
$1,000 and integral multiples thereof, and Notes denominated in other than
U.S. dollars will be initially issued in denominations of the amount of the
Specified Currency for such Note equivalent, at the noon buying rate for
cable transfers in The City of New York for such Specified Currency (the
"Exchange Rate") on the first Market Day next preceding the date on which the
Company accepts the offer to purchase such Note, to $1,000 and integral
multiples thereof (or the equivalent thereof in the Specified Currency for
such Note). Interest rates offered by the Company with respect to a Note may
differ depending upon, among other things, the aggregate principal amount of
the Notes purchased in any single transaction.
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
-12-
<PAGE>
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 Company
on any date on and after the Redemption Commencement 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 Redemption
Commencement 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 the 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 Company 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 amount
hereof shall be a 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 herein entitled "Option to Elect Repayment" duly
completed, by the Trustee at its corporate trust office 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
-13-
<PAGE>
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 (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus
(ii) with respect to any redemption, the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any
portion of such Issue Price which has been paid prior to the Redemption Date,
or the portion of the Issue Price (or the net amount) proportionate to the
portion of the unpaid principal amount to be redeemed, plus (iii) any accrued
interest to the date of such event the payment of which would constitute
qualified stated interest payments within the meaning of Treasury Regulation
1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the "Code").
The "Amortized Face Amount" shall mean an amount equal to (i) the Issue Price
plus (ii) the aggregate portions of the original issue discount (the excess
of the amounts considered as part of the "stated redemption price at
maturity" of this Note within the meaning of Section 1273(a)(2) of the Code,
whether denominated as principal or interest, over the Issue Price) which
shall theretofore have accrued pursuant to Section 1272 of the Code (without
regard to Section 1272(a)(7) of the Code) from the Original Issue Date to the
date of determination, minus (iii) any amount considered as part of the
"stated redemption price at maturity" of this Note which has been paid from
the Original Issue Date to the date of determination.
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 of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.
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 Debt
-14-
<PAGE>
Securities at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority of the aggregate 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
of the aggregate principal amount of the outstanding Debt Securities, on
behalf of the Holders of all such Debt Securities, to waive compliance by the
Company 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, 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 other Notes
issued upon the registration of transfer hereof or in exchange heretofore or
in lieu hereof, whether or not notation of such consent or waiver is made
upon the 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 principal, premium, if any, and
interest in respect of this Note at the times, places and rate or formula,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
Security Register of the Company upon surrender of this Note for registration
of transfer at the office or agency of the Company 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 Company and the Trustee duly executed by, the Holder
hereof or by his attorney duly authorized in writing, and thereupon one or
more new Notes, 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.
-15-
<PAGE>
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 Holder in whose name this Note is registered as the owner thereof
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.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.
-16-
<PAGE>
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 rights of
survivorship and not as tenants in common Act ________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
________________________________________________________________________________
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
______________________________________________________________________ Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date:________________________ _________________________________
_________________________________
Notice: The signature(s) on this
assignment must correspond with the
name(s) as written upon the face of
the within Note in every
particular, without alteration or
enlargement or any change
whatsoever.
-17-
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms
at a price equal to 100% of the principal amount to be repaid, together with
unpaid interest accrued hereon to the Repayment Date, to the undersigned,
at _________________________________________________________________________
____________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate
trust office, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if
the Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid).
Principal Amount
to be Repaid: $____________________ _______________________________
Notice: The signature(s) on this
Option to Elect
Date:_______________________________ Repayment must correspond with the
name(s) as written upon the face
of the within Note in every
particular, without alteration or
enlargement or any change
whatsoever.
-18-
<PAGE>
EXHIBIT 10.30
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY 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
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY./1/
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR- 94874R AD 8 $12,500,000
--------------- ----------- -----------------
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
5/30/95 7.125% 5/30/02
INTEREST PAYMENT DATE(S) RECORD DATE(S): DEFAULT RATE:
[ x ] 3/15 and 9/15 [ x ] 3/1 and 9/1 N/A
[ ] Other: [ ] Other:
---------------
/1/ This paragraph applies to Global Securities only.
<PAGE>
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE
DATE: REDUCTION:
N/A N/A N/A
OPTIONAL REPAYMENT
DATE(S):
N/A
[ ] Check if an Original Issue
Discount Note Issue Price: %
SPECIFIED CURRENCY:
[ x ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
N/A
AUTHORIZED DENOMINATION:
[ x ] $1,000 and integral multiples
thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ x ] No
OTHER/ADDITIONAL PROVISIONS:
-2-
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
----------
principal sum of $12,500,000, on the Stated Maturity Date specified above (or
-----------
any Redemption Date or Repayment Date, each as defined on the reverse hereof)
(each such Stated Maturity Date, Redemption Date or 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 Company will pay
interest in arrears on each Interest Payment Date, if any, specified above
(each, an "Interest Payment Date"), 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 occurs
-------- -------
between a Regular 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 Regular 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 with respect to this Note) 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,
subject to certain exceptions described herein, 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 March 1 and September 1 next preceding the March 15
and
-3-
<PAGE>
September 15 (whether or not a Market Day, as defined below) Interest
Payment Dates (the "Regular Record Date"); provided, however, that interest
-------- -------
payable on the Maturity Date will be payable to 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 on any Interest Payment
Date with respect to this Note ("Defaulted Interest") will forthwith cease to
be payable to the Holder on the Regular Record Date, and shall be paid to the
person in whose name this Note 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 calendar days prior to such Special Record Date, or shall be paid at
any time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
"Business Day", as used herein for any particular location, means
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in such location are authorized or obligated by
law or executive order to close.
Payment of principal of (and premium, if any) and any interest in
respect of this Note due on the Maturity Date to be made in U.S. dollars 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 Paying
Agent Office as the Company may determine; provided, however, that if such
-------- -------
payment is to be made in a Specified Currency other than U.S. dollars as set
forth below, such payment will be made by wire transfer of immediately
available funds to an account with a bank located in the Principal Financial
Center of the country issuing the Specified Currency (or, for Notes
denominated in European Currency Units ("ECUs"), to an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have
been designated by the Holder hereof at least five Business Days prior to the
Maturity Date, provided that such bank has appropriate facilities therefor
and that this Note (and, if applicable, a duly completed election form) is
presented and surrendered at the aforementioned Paying
-4-
<PAGE>
Agent Office in time for the Paying Agent to make such payments in such funds
in accordance with its normal procedures. Such designation shall be made by
filing the appropriate information with the Paying Agent at the Paying Agent
Office in The City of New York, and, unless revoked, any such designation
made with respect to this Note by its registered Holder will remain in effect
with respect to any further payments with respect to this Note payable to its
Holder. If a payment with respect to this Note cannot be made by wire
transfer because the required designation has not been received by the Paying
Agent on or before the requisite date or for any other reason, a notice will
be mailed to the Holder of this Note at its registered address requesting a
designation pursuant to which such wire transfer can be made and, upon the
Paying Agent's receipt of such a designation, such payment will be made
within five Business Days of such receipt. The Company will pay any
administrative costs imposed by banks in connection with making payments by
wire transfer, but any tax, assessment or governmental charge imposed upon
payments will be borne by the Holder of this Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars 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 Payment Agent Office; provided, however,
-------- -------
that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified
above is other than U.S. 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 Paying Agent not less than five calendar days
prior to such Interest Payment Date. Any such wire transfer instructions
received by the Paying Agent 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 Market Day (as defined below), the required payment of principal,
premium, if any, and/or interest need not be made on such day, but may be
made on the next succeeding Market Day with the same force and effect as if
made on the date such payment was due, and no 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 Market Day.
-5-
<PAGE>
As used herein, "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which
is to be made in a Specified Currency other than U.S. dollars, any
Business Day in The City of New York;
(b) for a Note the payment in respect of which is to be made in a
Specified Currency other than U.S. dollars, any Business Day in the
Principal Financial Center (as defined below) of the country issuing such
Specified Currency which is also a Business Day in The City of New York;
and
(c) for a Note the payment in respect of which is to be made in ECUs,
any Business Day in The City of New York that is also not a day that
appears as an ECU non-settlement day on the display designated as "ISDE"
on the Reuters Monitor Money Rates Service (or a day so designed by the
ECU Banking Association) or, if the ECU non-settlement days do not appear
on that page (and are not so designated), is not a day on which payments
in ECUs cannot be settled in the international interbank market).
"Principal Financial Center" means the capital city of the country
issuing the Specified Currency in respect of which payment on the Notes is to
be made, except that with respect to U.S. dollars, Australian dollars, German
Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Company 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 U.S. dollars, any such amounts so payable by the
Company will be converted by the Exchange Rate Agent specified above into
U.S. dollars for payment to the Holder of this Note; provided, however, that
-------- -------
the Holder of this Note may elect to receive such amounts in the Specified
Currency pursuant to the provisions set forth below.
-6-
<PAGE>
Payments of principal of (and premium, if any) and interest on any
Note denominated in a Specified Currency other than U.S. dollars (a "Foreign
Currency Note") will be made in U.S. dollars if the registered Holder of such
Note on the relevant Regular Record Date, or at maturity, as the case may be,
has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in The City of New York on or before
such Regular Record Date, or the date 15 days before maturity, as the case
may be. Such request may be in writing (mailed or hand delivered) or sent by
cable, telex, or other form of facsimile transmission. Any such request made
for any Note by a registered Holder will remain in effect for any further
payments of principal of (and premium, if any) and interest on such Note
payable to such Holder, unless such request is revoked on or before the
relevant Regular Record Date or the date 15 days before maturity, as the case
may be. Holders of Notes denominated in a Specified Currency other than U.S.
dollars that are registered in the name of a broker or nominee should contact
such broker or nominee to determine whether and how to elect to receive
payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign
Currency Note who elects to receive payment in U.S. dollars will be based on
the highest bid quotation in The City of New York received by the Exchange
Rate Agent as of 11:00 a.m., New York City time, on the second Market Day
next preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes electing to receive U.S. dollar
payments and at which the applicable dealer commits to execute a contract. If
three such bid quotations are not available on the second Market Day
preceding the date of payment of principal (and premium, if any) or interest
for any Note, such payment will be made in the Specified Currency. All
currency exchange costs associated with any payment in U.S. dollars on any
such Note will be borne by the Holder thereof by deductions from such
payment.
A Holder of a Foreign Currency Note may elect to receive payment of
the principal of and premium, if any, and interest on such Note in the
Specified Currency by submitting a written request for such payment to the
-7-
<PAGE>
Trustee at its Corporate Trust Office in The City of New York on or prior to
the applicable record date or at least 15 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. A Holder of a Foreign Currency Note may elect to receive
payment in the applicable Specified Currency for all such principal, premium,
if any, and interest payments 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 15 calendar
days prior to the Maturity Date, as the case may be, Holders of Foreign
Currency Notes whose Notes are to be held in the name of a broker or nominee
should contact such broker or nominee to determine whether and how an
election to receive payments in the applicable Specified Currency may be
made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than
ECUs) is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled
to satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Company or the ECU is used neither as the unit of
account of the European Communities nor as the currency of the European
Union, the Company will be entitled to satisfy its obligations to the Holder
of such Note by making such payment (including any such payment at maturity)
in a component currency of the ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign
Currency 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 Market 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
Company for the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
-8-
<PAGE>
Currency payable to all Holders of Foreign Currency Notes scheduled to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the Holder
of such Foreign Currency Note by deductions from such payments. If three
such bid quotations are not available, payments will be made in the Specified
Currency.
If the applicable Specified Currency is not available for the payment
of principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such
payment in U.S. dollars on the basis of the Market Exchange Rate on the
second Market Day prior to such payment or, if such Market Exchange Rate is
not then available, on the basis of the most recently available Market
Exchange Rate or as otherwise specified in the applicable Pricing Supplement.
The "Market Exchange Rate" for a Specified Currency other than U.S. dollars
means the noon dollar buying rate in The City of New York for the cable
transfer for such Specified Currency as certified for customs purposes by (or
if not so certified, as otherwise determined by) the Federal Reserve Bank of
New York.
If payment in respect of a Foreign Currency Note is required to be
made in any currency unit (e.g., ECU), and such currency unit is unavailable
due to the imposition of exchange controls or other circumstances beyond the
Company's control, then the Company will be entitled, but not required, to
make any payments in respect of such Note in U.S. dollars until such currency
unit is again available. The amount of each payment in U.S. dollars shall be
computed on the basis of the equivalent of the currency unit in U.S. dollars,
which shall be determined by the Company or its agent on the following basis.
The component currencies of the currency unit for this purpose (collectively,
the "Component Currencies" and each, a "Component Currency") shall be the
currency amounts that were components of the currency unit as of the last day
on which the currency unit was used. The equivalent of the currency unit in
U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of
the Component Currencies. The U.S. dollar equivalent of each of the
Component Currencies shall be determined by the Company or its agent on the
basis of the most recently available Market Exchange Rate for each such
Component Currency.
-9-
<PAGE>
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a
Component Currency shall be divided or multiplied in the same proportion. If
two or more Component Currencies are consolidated into a single currency, the
amounts of those currencies as Component Currencies shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single currency. If any
Component Currency is divided into two or more currencies, the amount of the
original Component Currency shall be replaced by the amounts of such two or
more currencies, the sum of which shall be equal to the amount of the
original Component 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.
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.
Unless the Certificate of Authentication hereon has been executed by
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, Weingarten Realty Investors has caused this Note
to be executed.
WEINGARTEN REALTY INVESTORS
By:
-----------------------------
Title: Chairman/Chief Executive
Officer
Dated: May 22, 1995
-10-
<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
By:
---------------------------------
Authorized Signatory for
Chemical Bank, as Agent for
Texas Commerce Bank National Association
-11-
<PAGE>
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of May 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company and Texas Commerce Bank National
Association, as Trustee (the "Trustee", which term includes any successor
trustee under the Indenture), 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 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 A Due 9 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. Notes
denominated in U.S. dollars will be initially issued in denominations of
$1,000 and integral multiples thereof, and Notes denominated in other than
U.S. dollars will be initially issued in denominations of the amount of the
Specified Currency for such Note equivalent, at the noon buying rate for
cable transfers in The City of New York for such Specified Currency (the
"Exchange Rate") on the first Market Day next preceding the date on which the
Company accepts the offer to purchase such Note, to $1,000 and integral
multiples thereof (or the equivalent thereof in the Specified Currency for
such Note). Interest rates offered by the Company with respect to a Note may
differ depending upon, among other things, the aggregate principal amount of
the Notes purchased in any single transaction.
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
-12-
<PAGE>
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 Company
on any date on and after the Redemption Commencement 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 Redemption
Commencement 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 the 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 Company 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 amount
hereof shall be a 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 herein entitled "Option to Elect Repayment" duly
completed, by the Trustee at its corporate trust office 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
-13-
<PAGE>
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 (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus
(ii) with respect to any redemption, the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any
portion of such Issue Price which has been paid prior to the Redemption Date,
or the portion of the Issue Price (or the net amount) proportionate to the
portion of the unpaid principal amount to be redeemed, plus (iii) any accrued
interest to the date of such event the payment of which would constitute
qualified stated interest payments within the meaning of Treasury Regulation
1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the "Code").
The "Amortized Face Amount" shall mean an amount equal to (i) the Issue Price
plus (ii) the aggregate portions of the original issue discount (the excess
of the amounts considered as part of the "stated redemption price at
maturity" of this Note within the meaning of Section 1273(a)(2) of the Code,
whether denominated as principal or interest, over the Issue Price) which
shall theretofore have accrued pursuant to Section 1272 of the Code (without
regard to Section 1272(a)(7) of the Code) from the Original Issue Date to the
date of determination, minus (iii) any amount considered as part of the
"stated redemption price at maturity" of this Note which has been paid from
the Original Issue Date to the date of determination.
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 of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.
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 Debt
-14-
<PAGE>
Securities at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority of the aggregate 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
of the aggregate principal amount of the outstanding Debt Securities, on
behalf of the Holders of all such Debt Securities, to waive compliance by the
Company 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, 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 other Notes
issued upon the registration of transfer hereof or in exchange heretofore or
in lieu hereof, whether or not notation of such consent or waiver is made
upon the 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 principal, premium, if any, and
interest in respect of this Note at the times, places and rate or formula,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
Security Register of the Company upon surrender of this Note for registration
of transfer at the office or agency of the Company 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 Company and the Trustee duly executed by, the Holder
hereof or by his attorney duly authorized in writing, and thereupon one or
more new Notes, 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.
-15-
<PAGE>
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 Holder in whose name this Note is registered as the owner thereof
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.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.
-16-
<PAGE>
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 rights of
survivorship and not as tenants in common Act __________________
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________
____________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
____________________________________________________________________________
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
____________________________________________________________________ Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date: ________________________ ______________________________
______________________________
Notice: The signature(s) on
this assignment must correspond
with the name(s) as written
upon the face of the within
Note in every particular,
without alteration or
enlargement or any change
whatsoever.
-17-
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms
at a price equal to 100% of the principal amount to be repaid, together with
unpaid interest accrued hereon to the Repayment Date, to the undersigned,
at _________________________________________________________________________
____________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate
trust office, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if
the Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid).
Principal Amount
to be Repaid: $_________________ ______________________________
Notice: The signature(s) on
this Option to Elect
Date: ___________________________ Repayment must correspond with the
name(s) as written upon the face of
the within Note in every
particular, without alteration or
enlargement or any change
whatsoever.
-18-
<PAGE>
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY 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
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY./1/
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR- 94874R AE 6 $12,500,000
----------- ------------ -----------
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
6/1/95 7.22% 6/1/05
INTEREST PAYMENT DATE(S) RECORD DATE(S): DEFAULT RATE:
[ x ] 3/15 and 9/15 [ x ] 3/1 and 9/1 N/A
[ ] Other: [ ] Other:
------------
/1/ This paragraph applies to Global Securities only.
<PAGE>
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE
DATE: REDUCTION:
N/A N/A N/A
OPTIONAL REPAYMENT
DATE(S):
N/A
[ ] Check if an Original Issue
Discount Note Issue Price: %
SPECIFIED CURRENCY:
[ x ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
N/A
AUTHORIZED DENOMINATION:
[ x ] $1,000 and integral multiples
thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ x ] No
OTHER/ADDITIONAL PROVISIONS:
-2-
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
----------
principal sum of $12,500,000, on the Stated Maturity Date specified above (or
-----------
any Redemption Date or Repayment Date, each as defined on the reverse hereof)
(each such Stated Maturity Date, Redemption Date or 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 Company will pay
interest in arrears on each Interest Payment Date, if any, specified above
(each, an "Interest Payment Date"), 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 occurs
-------- -------
between a Regular 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 Regular 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-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 with respect to this Note) 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,
subject to certain exceptions described herein, 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 March 1 and September 1 next preceding the March 15
and
-3-
<PAGE>
September 15 (whether or not a Market Day, as defined below) Interest
Payment Dates (the "Regular Record Date"); provided, however, that interest
-------- -------
payable on the Maturity Date will be payable to 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 on any Interest Payment
Date with respect to this Note ("Defaulted Interest") will forthwith cease to
be payable to the Holder on the Regular Record Date, and shall be paid to the
person in whose name this Note 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 calendar days prior to such Special Record Date, or shall be paid at
any time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
"Business Day", as used herein for any particular location, means
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in such location are authorized or obligated by
law or executive order to close.
Payment of principal of (and premium, if any) and any interest in
respect of this Note due on the Maturity Date to be made in U.S. dollars 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 Paying
Agent Office as the Company may determine; provided, however, that if such
-------- -------
payment is to be made in a Specified Currency other than U.S. dollars as set
forth below, such payment will be made by wire transfer of immediately
available funds to an account with a bank located in the Principal Financial
Center of the country issuing the Specified Currency (or, for Notes
denominated in European Currency Units ("ECUs"), to an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have
been designated by the Holder hereof at least five Business Days prior to the
Maturity Date, provided that such bank has appropriate facilities therefor
and that this Note (and, if applicable, a duly completed election form) is
presented and surrendered at the aforementioned Paying Agent Office in time
for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. Such designation shall be made by filing the
appropriate information with the Paying Agent at the Paying
-4-
<PAGE>
Agent Office in The City of New York, and, unless revoked, any such
designation made with respect to this Note by its registered Holder will
remain in effect with respect to any further payments with respect to this
Note payable to its Holder. If a payment with respect to this Note cannot be
made by wire transfer because the required designation has not been received
by the Paying Agent on or before the requisite date or for any other reason,
a notice will be mailed to the Holder of this Note at its registered address
requesting a designation pursuant to which such wire transfer can be made
and, upon the Paying Agent's receipt of such a designation, such payment will
be made within five Business Days of such receipt. The Company will pay any
administrative costs imposed by banks in connection with making payments by
wire transfer, but any tax, assessment or governmental charge imposed upon
payments will be borne by the Holder of this Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars 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 Payment Agent Office; provided, however,
-------- -------
that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified
above is other than U.S. 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 Paying Agent not less than five calendar days
prior to such Interest Payment Date. Any such wire transfer instructions
received by the Paying Agent 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 Market Day (as defined below), the required payment of principal,
premium, if any, and/or interest need not be made on such day, but may be
made on the next succeeding Market Day with the same force and effect as if
made on the date such payment was due, and no 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 Market Day.
-5-
<PAGE>
As used herein, "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which is
to be made in a Specified Currency other than U.S. dollars, any Business Day
in The City of New York;
(b) for a Note the payment in respect of which is to be made in a
Specified Currency other than U.S. dollars, any Business Day in the Principal
Financial Center (as defined below) of the country issuing such Specified
Currency which is also a Business Day in The City of New York; and
(c) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in The City of New York that is also not a day that appears as
an ECU non-settlement day on the display designated as "ISDE" on the Reuters
Monitor Money Rates Service (or a day so designed by the ECU Banking
Association) or, if the ECU non-settlement days do not appear on that page
(and are not so designated), is not a day on which payments in ECUs cannot be
settled in the international interbank market).
"Principal Financial Center" means the capital city of the country
issuing the Specified Currency in respect of which payment on the Notes is to
be made, except that with respect to U.S. dollars, Australian dollars, German
Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Company 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 U.S. dollars, any such amounts so payable by the
Company will be converted by the Exchange Rate Agent specified above into
U.S. dollars for payment to the Holder of this Note; provided, however, that
-------- -------
the Holder of this Note may elect to receive such amounts in the Specified
Currency pursuant to the provisions set forth below.
-6-
<PAGE>
Payments of principal of (and premium, if any) and interest on any
Note denominated in a Specified Currency other than U.S. dollars (a "Foreign
Currency Note") will be made in U.S. dollars if the registered Holder of such
Note on the relevant Regular Record Date, or at maturity, as the case may be,
has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in The City of New York on or before
such Regular Record Date, or the date 15 days before maturity, as the case
may be. Such request may be in writing (mailed or hand delivered) or sent by
cable, telex, or other form of facsimile transmission. Any such request made
for any Note by a registered Holder will remain in effect for any further
payments of principal of (and premium, if any) and interest on such Note
payable to such Holder, unless such request is revoked on or before the
relevant Regular Record Date or the date 15 days before maturity, as the case
may be. Holders of Notes denominated in a Specified Currency other than U.S.
dollars that are registered in the name of a broker or nominee should contact
such broker or nominee to determine whether and how to elect to receive
payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign
Currency Note who elects to receive payment in U.S. dollars will be based on
the highest bid quotation in The City of New York received by the Exchange
Rate Agent as of 11:00 a.m., New York City time, on the second Market Day
next preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes electing to receive U.S. dollar
payments and at which the applicable dealer commits to execute a contract. If
three such bid quotations are not available on the second Market Day
preceding the date of payment of principal (and premium, if any) or interest
for any Note, such payment will be made in the Specified Currency. All
currency exchange costs associated with any payment in U.S. dollars on any
such Note will be borne by the Holder thereof by deductions from such
payment.
A Holder of a Foreign Currency Note may elect to receive payment of
the principal of and premium, if any, and interest on such Note in the
Specified Currency by submitting a written request for such payment to the
-7-
<PAGE>
Trustee at its Corporate Trust Office in The City of New York on or prior to
the applicable record date or at least 15 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. A Holder of a Foreign Currency Note may elect to receive
payment in the applicable Specified Currency for all such principal, premium,
if any, and interest payments 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 15 calendar
days prior to the Maturity Date, as the case may be, Holders of Foreign
Currency Notes whose Notes are to be held in the name of a broker or nominee
should contact such broker or nominee to determine whether and how an
election to receive payments in the applicable Specified Currency may be
made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than
ECUs) is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled
to satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Company or the ECU is used neither as the unit of
account of the European Communities nor as the currency of the European
Union, the Company will be entitled to satisfy its obligations to the Holder
of such Note by making such payment (including any such payment at maturity)
in a component currency of the ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign
Currency 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 Market 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
Company for the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
-8-
<PAGE>
Currency payable to all Holders of Foreign Currency Notes scheduled to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the Holder
of such Foreign Currency Note by deductions from such payments. If three
such bid quotations are not available, payments will be made in the Specified
Currency.
If the applicable Specified Currency is not available for the payment
of principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such
payment in U.S. dollars on the basis of the Market Exchange Rate on the
second Market Day prior to such payment or, if such Market Exchange Rate is
not then available, on the basis of the most recently available Market
Exchange Rate or as otherwise specified in the applicable Pricing Supplement.
The "Market Exchange Rate" for a Specified Currency other than U.S. dollars
means the noon dollar buying rate in The City of New York for the cable
transfer for such Specified Currency as certified for customs purposes by (or
if not so certified, as otherwise determined by) the Federal Reserve Bank of
New York.
If payment in respect of a Foreign Currency Note is required to be
made in any currency unit (e.g., ECU), and such currency unit is unavailable
due to the imposition of exchange controls or other circumstances beyond the
Company's control, then the Company will be entitled, but not required, to
make any payments in respect of such Note in U.S. dollars until such currency
unit is again available. The amount of each payment in U.S. dollars shall be
computed on the basis of the equivalent of the currency unit in U.S. dollars,
which shall be determined by the Company or its agent on the following basis.
The component currencies of the currency unit for this purpose (collectively,
the "Component Currencies" and each, a "Component Currency") shall be the
currency amounts that were components of the currency unit as of the last day
on which the currency unit was used. The equivalent of the currency unit in
U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of
the Component Currencies. The U.S. dollar equivalent of each of the
Component Currencies shall be determined by the Company or its agent on the
basis of the most recently available Market Exchange Rate for each such
Component Currency.
-9-
<PAGE>
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a
Component Currency shall be divided or multiplied in the same proportion. If
two or more Component Currencies are consolidated into a single currency, the
amounts of those currencies as Component Currencies shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single currency. If any
Component Currency is divided into two or more currencies, the amount of the
original Component Currency shall be replaced by the amounts of such two or
more currencies, the sum of which shall be equal to the amount of the
original Component 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.
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.
Unless the Certificate of Authentication hereon has been executed by
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, Weingarten Realty Investors has caused this Note
to be executed.
WEINGARTEN REALTY INVESTORS
By:
--------------------------------
Title: Chairman/Chief Executive
Officer
Dated: May 22, 1995
-10-
<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
By:
----------------------------
Authorized Signatory for
Chemical Bank, as Agent for
Texas Commerce Bank National Association
-11-
<PAGE>
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of May 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company and Texas Commerce Bank National
Association, as Trustee (the "Trustee", which term includes any successor
trustee under the Indenture), 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 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 A Due 9 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. Notes
denominated in U.S. dollars will be initially issued in denominations of
$1,000 and integral multiples thereof, and Notes denominated in other than
U.S. dollars will be initially issued in denominations of the amount of the
Specified Currency for such Note equivalent, at the noon buying rate for
cable transfers in The City of New York for such Specified Currency (the
"Exchange Rate") on the first Market Day next preceding the date on which the
Company accepts the offer to purchase such Note, to $1,000 and integral
multiples thereof (or the equivalent thereof in the Specified Currency for
such Note). Interest rates offered by the Company with respect to a Note may
differ depending upon, among other things, the aggregate principal amount of
the Notes purchased in any single transaction.
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
-12-
<PAGE>
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 Company
on any date on and after the Redemption Commencement 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 Redemption
Commencement 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 the 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 Company 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 amount
hereof shall be a 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 herein entitled "Option to Elect Repayment" duly
completed, by the Trustee at its corporate trust office 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
-13-
<PAGE>
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 (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus
(ii) with respect to any redemption, the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any
portion of such Issue Price which has been paid prior to the Redemption Date,
or the portion of the Issue Price (or the net amount) proportionate to the
portion of the unpaid principal amount to be redeemed, plus (iii) any accrued
interest to the date of such event the payment of which would constitute
qualified stated interest payments within the meaning of Treasury Regulation
1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the "Code").
The "Amortized Face Amount" shall mean an amount equal to (i) the Issue Price
plus (ii) the aggregate portions of the original issue discount (the excess
of the amounts considered as part of the "stated redemption price at
maturity" of this Note within the meaning of Section 1273(a)(2) of the Code,
whether denominated as principal or interest, over the Issue Price) which
shall theretofore have accrued pursuant to Section 1272 of the Code (without
regard to Section 1272(a)(7) of the Code) from the Original Issue Date to the
date of determination, minus (iii) any amount considered as part of the
"stated redemption price at maturity" of this Note which has been paid from
the Original Issue Date to the date of determination.
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 of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.
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 Debt
-14-
<PAGE>
Securities at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority of the aggregate 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
of the aggregate principal amount of the outstanding Debt Securities, on
behalf of the Holders of all such Debt Securities, to waive compliance by the
Company 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, 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 other Notes
issued upon the registration of transfer hereof or in exchange heretofore or
in lieu hereof, whether or not notation of such consent or waiver is made
upon the 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 principal, premium, if any, and
interest in respect of this Note at the times, places and rate or formula,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
Security Register of the Company upon surrender of this Note for registration
of transfer at the office or agency of the Company 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 Company and the Trustee duly executed by, the Holder
hereof or by his attorney duly authorized in writing, and thereupon one or
more new Notes, 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.
-15-
<PAGE>
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 Holder in whose name this Note is registered as the owner thereof
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.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.
-16-
<PAGE>
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 rights of
survivorship and not as tenants in common Act ________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________
__________________________________________________________________________
__________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
__________________________________________________________________________
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
____________________________________________________________________ Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date: ________________________ ___________________________________
___________________________________
Notice: The signature(s) on this
assignment must correspond with the
name(s) as written upon the face of the
within Note in every particular,
without alteration or enlargement or
any change whatsoever.
-17-
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms
at a price equal to 100% of the principal amount to be repaid, together with
unpaid interest accrued hereon to the Repayment Date, to the undersigned,
at __________________________________________________________________________
_____________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate
trust office, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if
the Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid).
Principal Amount
to be Repaid: $_______________ _____________________________________
Notice: The signature(s) on this Option
to Elect
Date:__________________________ Repayment must correspond with the
name(s) as written upon the face of the
within Note in every particular,
without alteration or enlargement or
any change whatsoever.
18
<PAGE>
EXHIBIT 10.32
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY 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
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY./1/
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR- 94874R AF 3 $25,000,000
--------- ------------ ----------------
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
6/1/95 6.82% 6/1/00
INTEREST PAYMENT DATE(S) RECORD DATE(S): DEFAULT RATE:
[ x ] 3/15 and 9/15 [ x ] 3/1 and 9/1 N/A
[ ] Other: [ ] Other:
-------------
/1/ This paragraph applies to Global Securities only.
<PAGE>
REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
COMMENCEMENT PERCENTAGE: PERCENTAGE
DATE: REDUCTION:
N/A N/A N/A
OPTIONAL REPAYMENT
DATE(S):
N/A
[ ] Check if an Original Issue
Discount Note Issue Price: %
SPECIFIED CURRENCY:
[ x ] U.S. dollars
[ ] Other
EXCHANGE RATE AGENT:
N/A
AUTHORIZED DENOMINATION:
[ x ] $1,000 and integral multiples
thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ x ] No
OTHER/ADDITIONAL PROVISIONS:
-2-
<PAGE>
WEINGARTEN REALTY INVESTORS (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of $25,000,000, on the Stated Maturity Date specified above (or
any Redemption Date or Repayment Date, each as defined on the reverse hereof)
(each such Stated Maturity Date, Redemption Date or 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 Company will pay
interest in arrears on each Interest Payment Date, if any, specified above
(each, an "Interest Payment Date"), 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 occurs
between a Regular 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 Regular 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 with respect to this Note) 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,
subject to certain exceptions described herein, 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 March 1 and September 1 next preceding the March 15
and
-3-
<PAGE>
September 15 (whether or not a Market Day, as defined below) Interest
Payment Dates (the "Regular Record Date"); provided, however, that interest
payable on the Maturity Date will be payable to 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 on any Interest Payment
Date with respect to this Note ("Defaulted Interest") will forthwith cease to
be payable to the Holder on the Regular Record Date, and shall be paid to the
person in whose name this Note 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 calendar days prior to such Special Record Date, or shall be paid at
any time in any other lawful manner, all as more completely described in the
Indenture applicable to this Note.
"Business Day", as used herein for any particular location, means
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in such location are authorized or obligated by
law or executive order to close.
Payment of principal of (and premium, if any) and any interest in
respect of this Note due on the Maturity Date to be made in U.S. dollars 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 Paying
Agent Office as the Company may determine; provided, however, that if such
payment is to be made in a Specified Currency other than U.S. dollars as set
forth below, such payment will be made by wire transfer of immediately
available funds to an account with a bank located in the Principal Financial
Center of the country issuing the Specified Currency (or, for Notes
denominated in European Currency Units ("ECUs"), to an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have
been designated by the Holder hereof at least five Business Days prior to the
Maturity Date, provided that such bank has appropriate facilities therefor
and that this Note (and, if applicable, a duly completed election form) is
presented and surrendered at the aforementioned Paying Agent Office in time
for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. Such designation shall be made by filing the
appropriate information with the Paying Agent at the Paying
-4-
<PAGE>
Agent Office in The City of New York, and, unless revoked, any such
designation made with respect to this Note by its registered Holder will
remain in effect with respect to any further payments with respect to this
Note payable to its Holder. If a payment with respect to this Note cannot be
made by wire transfer because the required designation has not been received
by the Paying Agent on or before the requisite date or for any other reason,
a notice will be mailed to the Holder of this Note at its registered address
requesting a designation pursuant to which such wire transfer can be made
and, upon the Paying Agent's receipt of such a designation, such payment will
be made within five Business Days of such receipt. The Company will pay any
administrative costs imposed by banks in connection with making payments by
wire transfer, but any tax, assessment or governmental charge imposed upon
payments will be borne by the Holder of this Note.
Payments of interest due on any Interest Payment Date other than the
Maturity Date to be made in U.S. dollars 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 Payment Agent Office; provided, however,
that a Holder of U.S. $10,000,000 (or, if the Specified Currency specified
above is other than U.S. 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 Paying Agent not less than five calendar days
prior to such Interest Payment Date. Any such wire transfer instructions
received by the Paying Agent 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 Market Day (as defined below), the required payment of principal,
premium, if any, and/or interest need not be made on such day, but may be
made on the next succeeding Market Day with the same force and effect as if
made on the date such payment was due, and no 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 Market Day.
-5-
<PAGE>
As used herein, "Market Day" means:
(a) for any Note other than a Note the repayment in respect of which is
to be made in a Specified Currency other than U.S. dollars, any Business Day
in The City of New York;
(b) for a Note the payment in respect of which is to be made in a
Specified Currency other than U.S. dollars, any Business Day in the Principal
Financial Center (as defined below) of the country issuing such Specified
Currency which is also a Business Day in The City of New York; and
(c) for a Note the payment in respect of which is to be made in ECUs, any
Business Day in The City of New York that is also not a day that appears as
an ECU non-settlement day on the display designated as "ISDE" on the Reuters
Monitor Money Rates Service (or a day so designed by the ECU Banking
Association) or, if the ECU non-settlement days do not appear on that page
(and are not so designated), is not a day on which payments in ECUs cannot be
settled in the international interbank market).
"Principal Financial Center" means the capital city of the country
issuing the Specified Currency in respect of which payment on the Notes is to
be made, except that with respect to U.S. dollars, Australian dollars, German
Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
The Company 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 U.S. dollars, any such amounts so payable by the
Company will be converted by the Exchange Rate Agent specified above into
U.S. dollars for payment to the Holder of this Note; provided, however, that
the Holder of this Note may elect to receive such amounts in the Specified
Currency pursuant to the provisions set forth below.
-6-
<PAGE>
Payments of principal of (and premium, if any) and interest on any
Note denominated in a Specified Currency other than U.S. dollars (a "Foreign
Currency Note") will be made in U.S. dollars if the registered Holder of such
Note on the relevant Regular Record Date, or at maturity, as the case may be,
has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the Paying Agent Office in The City of New York on or before
such Regular Record Date, or the date 15 days before maturity, as the case
may be. Such request may be in writing (mailed or hand delivered) or sent by
cable, telex, or other form of facsimile transmission. Any such request made
for any Note by a registered Holder will remain in effect for any further
payments of principal of (and premium, if any) and interest on such Note
payable to such Holder, unless such request is revoked on or before the
relevant Regular Record Date or the date 15 days before maturity, as the case
may be. Holders of Notes denominated in a Specified Currency other than U.S.
dollars that are registered in the name of a broker or nominee should contact
such broker or nominee to determine whether and how to elect to receive
payments in U.S. dollars.
The U.S. dollar amount to be received by a Holder of a Foreign
Currency Note who elects to receive payment in U.S. dollars will be based on
the highest bid quotation in The City of New York received by the Exchange
Rate Agent as of 11:00 a.m., New York City time, on the second Market Day
next preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Notes electing to receive U.S. dollar
payments and at which the applicable dealer commits to execute a contract. If
three such bid quotations are not available on the second Market Day
preceding the date of payment of principal (and premium, if any) or interest
for any Note, such payment will be made in the Specified Currency. All
currency exchange costs associated with any payment in U.S. dollars on any
such Note will be borne by the Holder thereof by deductions from such
payment.
A Holder of a Foreign Currency Note may elect to receive payment of
the principal of and premium, if any, and interest on such Note in the
Specified Currency by submitting a written request for such payment to the
-7-
<PAGE>
Trustee at its Corporate Trust Office in The City of New York on or prior to
the applicable record date or at least 15 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. A Holder of a Foreign Currency Note may elect to receive
payment in the applicable Specified Currency for all such principal, premium,
if any, and interest payments 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 15 calendar
days prior to the Maturity Date, as the case may be, Holders of Foreign
Currency Notes whose Notes are to be held in the name of a broker or nominee
should contact such broker or nominee to determine whether and how an
election to receive payments in the applicable Specified Currency may be
made.
If the principal of (and premium, if any) or interest on any Note is
payable in other than U.S. dollars and such Specified Currency (other than
ECUs) is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be entitled
to satisfy its obligations to the Holder of such Note by making such payment
(including any such payment at maturity) in U.S. dollars on the basis of the
most recently available Exchange Rate. If the principal of (and premium, if
any) and interest on any Note is payable in ECUs, and the ECU is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Company or the ECU is used neither as the unit of
account of the European Communities nor as the currency of the European
Union, the Company will be entitled to satisfy its obligations to the Holder
of such Note by making such payment (including any such payment at maturity)
in a component currency of the ECU chosen by the Exchange Rate Agent.
Any U.S. dollar amount to be received by a Holder of a Foreign
Currency 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 Market 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
Company for the quoting dealer of the Specified Currency for U.S. dollars for
settlement on such payment date in the aggregate amount of the Specified
-8-
<PAGE>
Currency payable to all Holders of Foreign Currency Notes scheduled to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the Holder
of such Foreign Currency Note by deductions from such payments. If three
such bid quotations are not available, payments will be made in the Specified
Currency.
If the applicable Specified Currency is not available for the payment
of principal, premium, if any, or interest with respect to a Foreign Currency
Note due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Foreign Currency Note by making such
payment in U.S. dollars on the basis of the Market Exchange Rate on the
second Market Day prior to such payment or, if such Market Exchange Rate is
not then available, on the basis of the most recently available Market
Exchange Rate or as otherwise specified in the applicable Pricing Supplement.
The "Market Exchange Rate" for a Specified Currency other than U.S. dollars
means the noon dollar buying rate in The City of New York for the cable
transfer for such Specified Currency as certified for customs purposes by (or
if not so certified, as otherwise determined by) the Federal Reserve Bank of
New York.
If payment in respect of a Foreign Currency Note is required to be
made in any currency unit (e.g., ECU), and such currency unit is unavailable
due to the imposition of exchange controls or other circumstances beyond the
Company's control, then the Company will be entitled, but not required, to
make any payments in respect of such Note in U.S. dollars until such currency
unit is again available. The amount of each payment in U.S. dollars shall be
computed on the basis of the equivalent of the currency unit in U.S. dollars,
which shall be determined by the Company or its agent on the following basis.
The component currencies of the currency unit for this purpose (collectively,
the "Component Currencies" and each, a "Component Currency") shall be the
currency amounts that were components of the currency unit as of the last day
on which the currency unit was used. The equivalent of the currency unit in
U.S. dollars shall be calculated by aggregating the U.S. dollar equivalent of
the Component Currencies. The U.S. dollar equivalent of each of the
Component Currencies shall be determined by the Company or its agent on the
basis of the most recently available Market Exchange Rate for each such
Component Currency.
-9-
<PAGE>
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a
Component Currency shall be divided or multiplied in the same proportion. If
two or more Component Currencies are consolidated into a single currency, the
amounts of those currencies as Component Currencies shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single currency. If any
Component Currency is divided into two or more currencies, the amount of the
original Component Currency shall be replaced by the amounts of such two or
more currencies, the sum of which shall be equal to the amount of the
original Component 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.
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.
Unless the Certificate of Authentication hereon has been executed by
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, Weingarten Realty Investors has caused this Note
to be executed.
WEINGARTEN REALTY INVESTORS
By:
--------------------------------
Title: Chairman/Chief Executive
Officer
Dated: May 22, 1995
-10-
<PAGE>
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Notes of the series
designated therein referred to in the
within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Trustee
By:
----------------------------------------
Authorized Signatory for
Chemical Bank, as Agent for
Texas Commerce Bank National Association
-11-
<PAGE>
WEINGARTEN REALTY INVESTORS
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of May 1, 1995, as amended, modified or supplemented from time to
time (the "Indenture"), between the Company and Texas Commerce Bank National
Association, as Trustee (the "Trustee", which term includes any successor
trustee under the Indenture), 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 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 A Due 9 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. Notes
denominated in U.S. dollars will be initially issued in denominations of
$1,000 and integral multiples thereof, and Notes denominated in other than
U.S. dollars will be initially issued in denominations of the amount of the
Specified Currency for such Note equivalent, at the noon buying rate for
cable transfers in The City of New York for such Specified Currency (the
"Exchange Rate") on the first Market Day next preceding the date on which the
Company accepts the offer to purchase such Note, to $1,000 and integral
multiples thereof (or the equivalent thereof in the Specified Currency for
such Note). Interest rates offered by the Company with respect to a Note may
differ depending upon, among other things, the aggregate principal amount of
the Notes purchased in any single transaction.
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
-12-
<PAGE>
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 Company
on any date on and after the Redemption Commencement 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 Redemption
Commencement 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 the 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 Company 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 amount
hereof shall be a 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 herein entitled "Option to Elect Repayment" duly
completed, by the Trustee at its corporate trust office 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
-13-
<PAGE>
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 (i) the
Amortized Face Amount (as defined below) as of the date of such event, plus
(ii) with respect to any redemption, the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any
portion of such Issue Price which has been paid prior to the Redemption Date,
or the portion of the Issue Price (or the net amount) proportionate to the
portion of the unpaid principal amount to be redeemed, plus (iii) any accrued
interest to the date of such event the payment of which would constitute
qualified stated interest payments within the meaning of Treasury Regulation
1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the "Code").
The "Amortized Face Amount" shall mean an amount equal to (i) the Issue Price
plus (ii) the aggregate portions of the original issue discount (the excess
of the amounts considered as part of the "stated redemption price at
maturity" of this Note within the meaning of Section 1273(a)(2) of the Code,
whether denominated as principal or interest, over the Issue Price) which
shall theretofore have accrued pursuant to Section 1272 of the Code (without
regard to Section 1272(a)(7) of the Code) from the Original Issue Date to the
date of determination, minus (iii) any amount considered as part of the
"stated redemption price at maturity" of this Note which has been paid from
the Original Issue Date to the date of determination.
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 of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default
with respect to the Notes, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.
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 Debt
-14-
<PAGE>
Securities at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority of the aggregate 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
of the aggregate principal amount of the outstanding Debt Securities, on
behalf of the Holders of all such Debt Securities, to waive compliance by the
Company 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, 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 other Notes
issued upon the registration of transfer hereof or in exchange heretofore or
in lieu hereof, whether or not notation of such consent or waiver is made
upon the 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 principal, premium, if any, and
interest in respect of this Note at the times, places and rate or formula,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
Security Register of the Company upon surrender of this Note for registration
of transfer at the office or agency of the Company 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 Company and the Trustee duly executed by, the Holder
hereof or by his attorney duly authorized in writing, and thereupon one or
more new Notes, 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.
-15-
<PAGE>
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 Holder in whose name this Note is registered as the owner thereof
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.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.
-16-
<PAGE>
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 rights of
survivorship and not as tenants in common Act ________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undesigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________
| |
|___________________________________|___________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
________________________________________________________________________________
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
______________________________________________________________________ Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Date:________________________ _________________________________
_________________________________
Notice: The signature(s) on this
assignment must correspond with the
name(s) as written upon the face of
the within Note in every
particular, without alteration or
enlargement or any change
whatsoever.
-17-
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms
at a price equal to 100% of the principal amount to be repaid, together with
unpaid interest accrued hereon to the Repayment Date, to the undersigned,
at _________________________________________________________________________
____________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate
trust office, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 (or, if
the Specified Currency is other than U.S. dollars, the minimum authorized
denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
authorized Denomination) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid).
Principal Amount
to be Repaid: $____________________ _______________________________
Notice: The signature(s) on this
Option to Elect
Date:_______________________________ Repayment must correspond with the
name(s) as written upon the face
of the within Note in every
particular, without alteration or
enlargement or any change
whatsoever.
-18-
<PAGE>
EXHIBIT 11
WEINGARTEN REALTY INVESTORS
COMPUTATION OF EARNINGS PER COMMON SHARE
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
SIMPLE EARNINGS PER SHARE:
Weighted Average Common Shares Outstanding............... 26,423 26,043 26,396 26,020
======= ======= ======= =======
Simple Earnings Per share.............................. $ .41 $ .39 $ .84 $ .80
======= ======= ======= =======
PRIMARY EARNINGS PER SHARE (NOTE A):
Weighted Average Common Shares Outstanding............... 26,423 26,043 26,396 26,020
Shares Issuable from Assumed Conversion of
Common Share Options Granted and Outstanding............ 33 126 53 127
------- ------- ------- -------
Weighted Average Common Shares Outstanding, as Adjusted.. 26,456 26,169 26,449 26,147
======= ======= ======= =======
Primary Earnings Per Share............................. $ .41 $ .39 $ .84 $ .80
======= ======= ======= =======
FULLY DILUTED EARNINGS PER SHARE (NOTE A):
Weighted Average Common Shares Outstanding............... 26,423 26,043 26,396 26,020
Shares Issuable from Assumed Conversion of
Common Share Options Granted and Outstanding............ 33 126 53 127
------- ------- ------- -------
Weighted Average Common Shares Outstanding, as Adjusted.. 26,456 26,169 26,449 26,147
======= ======= ======= =======
Fully Diluted Earnings Per Share....................... $ .41 $ .39 $ .84 $ .80
======= ======= ======= =======
EARNINGS FOR SIMPLE, PRIMARY AND FULLY DILUTED
COMPUTATION:
Earnings................................................. $10,931 $10,216 $22,295 $20,807
======= ======= ======= =======
</TABLE>
_________________________________
Note A: This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
<PAGE>
EXHIBIT 12
WEINGARTEN REALTY INVESTORS
COMPUTATION OF RATIOS OF EARNINGS
AND FUNDS FROM OPERATIONS TO FIXED CHARGES
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- -----------------
1995 1994 1995 1994
------- ------- ------- ------
<S> <C> <C> <C> <C>
Net income.............................................. $10,931 $10,216 $22,295 $20,807
Add:
Portion of rents representative of the interest factor.. 146 134 310 248
Interest on indebtedness................................ 4,008 2,590 7,422 4,848
Amortization of debt cost............................... 39 59 69 113
------- ------- ------- -------
Net income as adjusted.................................. $15,124 $12,999 $30,096 $26,016
======= ======= ======= =======
Fixed charges:
Interest on indebtedness................................ $ 4,008 $ 2,590 $ 7,422 $ 4,848
Capitalized interest.................................... 762 213 1,546 430
Amortization of debt cost............................... 39 59 69 113
Portion of rents representative of the interest factor.. 146 134 310 248
------- ------- ------- -------
Fixed charges........................................... $ 4,955 $ 2,996 $ 9,347 $ 5,639
======= ======= ======= =======
RATIO OF EARNINGS TO FIXED CHARGES...................... 3.05 4.34 3.22 4.61
======= ======= ======= =======
Net income.............................................. $10,931 $10,216 $22,295 $20,807
Depreciation and amortization........................... 7,233 6,601 14,230 12,855
(Gain) loss on sales of property........................ 46 (95) 270
------- ------- ------- -------
Funds from operations................................... 18,210 16,817 36,430 33,932
Interest on indebtedness................................ 4,008 2,590 7,422 4,848
------- ------- ------- -------
Funds from operations (as adjusted)..................... $22,218 $19,407 $43,852 $38,780
======= ======= ======= =======
RATIO OF FUNDS FROM OPERATIONS
TO FIXED CHARGES....................................... 4.48 6.48 4.69 6.88
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Weingarten
Realty Investors' quarterly report for the period ended June 30, 1995.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 3,825
<SECURITIES> 49,069
<RECEIVABLES> 10,511
<ALLOWANCES> 1,381
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 779,948
<DEPRECIATION> 203,797
<TOTAL-ASSETS> 710,978
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 796
0
0
<OTHER-SE> 419,712
<TOTAL-LIABILITY-AND-EQUITY> 710,978
<SALES> 0
<TOTAL-REVENUES> 64,751
<CGS> 0
<TOTAL-COSTS> 18,397
<OTHER-EXPENSES> 14,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,422
<INCOME-PRETAX> 22,295
<INCOME-TAX> 0
<INCOME-CONTINUING> 22,295
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,295
<EPS-PRIMARY> .84
<EPS-DILUTED> 0
</TABLE>
