Exhibit 4.1
UNLESS (i) THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND (ii) ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.
TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE.
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Washington Real Estate Investment
Trust
3 7 / 8 % Convertible Senior Note due
September 15, 2026
Washington Real Estate Investment
Trust, a real estate investment trust organized under the laws of
the State of Maryland, promises to pay to Cede & Co. or
registered assigns, the Principal Amount of Fifteen Million Dollars
($15,000,000) on September 15, 2026.
This Note shall bear cash interest
at the rate of 3.875% per annum. This Note is convertible as
specified on the other side of this Note.
Additional provisions of this Note
are set forth on the other side of this Note.
Dated: January 30,
2007
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Washington Real
Estate Investment Trust
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By:
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Name:
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Edmund B.
Cronin, Jr.
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Title:
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Chairman and
Chief Executive Officer
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Notes of the
series designated “3 7 / 8
% Convertible Senior
Notes due September 15, 2026” pursuant to the
within-mentioned Indenture.
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THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Trustee
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By:
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Authorized
Signatory
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2
(REVERSE SIDE OF
SECURITY)
Washington Real Estate Investment
Trust
3 7 / 8 % Convertible Senior Note due
September 15, 2026
1. Interest
This Note shall bear cash interest
at the rate of 3.875% per annum. Interest on this Note shall
accrue from January 22, 2007, or from the most recent date to
which interest has been paid or provided for. Interest shall be
payable semiannually in arrears on March 15 and
September 15 of each year, beginning on March 15, 2007,
to the Holders of record of Notes at the close of business on the
March 1 or September 1 immediately preceding such
Interest Payment Date; provided, however, that interest payable
upon redemption or purchase of the Notes by the Trust shall be paid
to the Person to whom Principal is payable, unless the Redemption
Date, Repurchase Date or Fundamental Change Purchase Date, as the
case may be, is an Interest Payment Date. Each payment of cash
interest on this Note shall include interest accrued for the period
commencing on and including the immediately preceding Interest
Payment Date (or, if none, January 22, 2007) through the day
before the applicable Interest Payment Date. Any payment required
to be made on any day that is not a Business Day shall be made on
the next succeeding Business Day. Interest shall be calculated
using a 360-day year composed of twelve 30-day months. Interest
shall cease to accrue on this Note upon conversion, redemption,
repurchase or on the Maturity Date.
If any portion of the Principal
Amount hereof or any premium hereon is not paid when due or if
interest due hereon or any portion of such interest is not paid
when due, then in each such case the overdue amount shall, to the
extent permitted by law, bear interest at the rate of
3.875% per annum, compounded semiannually, which interest
shall accrue from the date such overdue amount was originally due
to the date payment of such amount, including interest thereon, has
been made or duly provided for. All such interest shall be payable
on demand.
2. Method of
Payment
Subject to the terms and conditions
of the Indenture, the Trust will make payments in respect of
Redemption Prices, Repurchase Prices and Fundamental Change
Purchase Prices and at the Maturity Date to Holders who surrender
Notes to a Paying Agent to collect such payments in respect of the
Notes. The Trust will pay any cash amounts in money of the United
States that at the time of payment is legal tender for payment of
public and private debts. The Trust may pay interest thereon by
check mailed to the address of the Holder as it appears on the
register of the Notes; provided, however, that all payments on any
Global Security shall be made by wire transfer of immediately
available funds to the account of the holder of such Global
Security.
3. Paying Agent, Conversion Agent
And Registrar
Initially, The Bank of New York
Trust Company, N.A. (the “Trustee”), will act as Paying
Agent, Conversion Agent and Registrar. The Trust may appoint and
change any Paying Agent, Conversion Agent or Registrar without
notice, other than notice to the Trustee. The Trust or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent,
Conversion Agent or
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Registrar. The Trust may maintain deposit
accounts and conduct other banking transactions with the Trustee in
the normal course of business.
4. Indenture
The Trust issued the Notes under an
Indenture dated as of August 1, 1996, between the Trust and
the Trustee. The terms of the Notes include those stated in the
Indenture, those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as in effect from time to time (the
“TIA”) and those made part of the Indenture through
Section 301 of the Indenture. Capitalized terms used herein
and not defined herein have the meanings ascribed thereto in such
Indenture. The Notes are subject to all such terms, and Holders are
referred to the Indenture for a statement of those
terms.
The Notes are unsecured senior
obligations of the Trust and are initially limited to up to
$150,000,000 aggregate Principal Amount. Additional Notes may be
offered in the future on the same terms and conditions, except for
any difference in the issue price and interest accrued prior to the
issue date of the additional Notes, and with the same CUSIP number
as the Notes so long as such additional Notes are fungible for U.S.
federal income tax purposes with the Notes. Any additional Notes
will rank equally and ratably with the Notes and will be treated as
a single series of debt securities for all purposes under the
Indenture.
5. Optional Redemption by the
Trust
On or after September 20, 2011,
the Trust may redeem the Notes, in whole or in part, for cash at a
Redemption Price equal to 100% of the Principal Amount to be
redeemed plus accrued and unpaid interest, if any, to, but
excluding, the Redemption Date.
6. Purchase by the Trust at the
Option of the Holder
Notes or portions thereof shall be
purchased by the Trust at the option of the Holder for cash on the
Repurchase Dates of September 15,
2011, September 15, 2016 and September 15, 2021, at
a Repurchase Price equal to 100% of the principal amount of the
Notes to be repurchased, plus accrued and unpaid interest, if any,
to, but excluding, the Repurchase Date.
Notes in denominations larger than
$1,000 of Principal Amount may be purchased in part, but only in
integral multiples of $1,000 of Principal Amount.
7. Purchase by the Trust at the
Option of th