exv4w6



 





Exhibit 4.6




REGISTERED                                                                                                     PRINCIPAL AMOUNT NO.:                     

$

CUSIP NO.:                     



First Potomac Realty Trust

[Designation of Subordinated Security]




     First Potomac Realty Trust, a Maryland real estate investment trust
(hereinafter called the “Company,” which term shall include any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to                     , or registered assigns, upon
presentation, the principal sum of                      DOLLARS on                      , and to
pay interest on the outstanding principal amount thereon from                      , or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on                      and                      in
each year, commencing                     , at the rate of      % per annum, until the
entire principal amount hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Subordinated Security (or one or more Predecessor Subordinated
Securities) is registered at the close of business on the Regular Record Date
for such interest which shall be the                      or                      (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date, and
may either be paid to the Person in whose name this Subordinated Security (or
one or more Predecessor Subordinated Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of
Subordinated Securities of this series not more than 15 days and not less than
10 days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Subordinated Securities may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture. Payment of the principal of, Make-Whole Amount, if any, on, and
interest on this Subordinated Security will be made at the office or agency of
the Company maintained for that purpose in the City/County of                     ,
State of                     , or elsewhere as provided in the Indenture, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by (i) check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register kept for the Subordinated Securities pursuant to Section 305
of the Indenture (the “Security Register”) or (ii) transfer to an account of
the Person entitled thereto located inside the United States.



     This Subordinated Security is one of a duly authorized issue of securities
of the Company (herein called the “Subordinated Securities”), issued and to be
issued in one or more series under an Indenture, dated as of                     ,
200      (herein called the “Indenture”),



 









 







between the Company and                      (herein called the “Trustee,” which
term includes any successor trustee under the Indenture with respect to the
Subordinated Securities), 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 Subordinated Securities and of the terms upon
which the Subordinated Securities are, and are to be, authenticated and
delivered. This Subordinated Security is one of the series designated as the
"[designation of Subordinated Securities],” limited in aggregate principal
amount to $                    .



     The Subordinated Securities may be redeemed at any time at the option of
the Company, in whole or in part, upon notice of not more than 60 nor less than
30 days prior to the Redemption Date, at a redemption price equal to the sum of
(i) the principal amount of the Subordinated Securities being redeemed plus
accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount,
if any, with respect to such Subordinated Securities.



     The following definitions apply with respect to any redemption of the
Subordinated Securities of this series at the option of the Company:



     “Make-Whole Amount” means, in connection with any optional redemption or
accelerated payment of any Subordinated Security, the excess, if any, of (i)
the aggregate present value as of the date of such redemption or accelerated
payment of each dollar of principal being redeemed or paid and the amount of
interest (exclusive of any interest accrued to the date of redemption or
accelerated payment) that would have been payable in respect of such dollar if
such redemption or accelerated payment had not been made, determined by
discounting, on a semiannual basis, such principal and interest at the
Reinvestment Rate (determined on the third Business Day preceding the date such
notice of redemption is given or declaration of acceleration is made) from the
respective dates on which such principal and interest would have been payable
if such redemption or accelerated payment had not been made, over (ii) the
aggregate principal amount of the Subordinated Securities being redeemed or
paid.



     “Reinvestment Rate” means .25% (one-fourth of one percent) plus the
arithmetic mean of the yields under the respective headings “This Week” and
“Last Week” published in the Statistical Release under the caption “Treasury
Constant Maturities” for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the payment date of the
principal being redeemed or paid. If no maturity exactly corresponds to such
maturity, yields for the two published maturities most closely corresponding to
such maturity shall be calculated pursuant to the immediately preceding
sentence and the Reinvestment Rate shall be interpolated or extrapolated from
such yields on a straight-line basis, rounding in each of such relevant periods
to the nearest month. For the purposes of calculating the Reinvestment Rate,
the most recent Statistical Release published prior to the date of
determination of the Make-Whole Amount shall be used.



     “Statistical Release” means the statistical release designated “H.15
(519)” or any successor publication which is published weekly by the Federal
Reserve System and which establishes yields on actively traded United States
government securities adjusted to constant maturities or, if such statistical
release is not published at the time of any determination under the



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Indenture, then such other reasonably comparable index which shall be
designated by the Company.



     The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Subordinated Security and (b)
certain restrictive covenants and the related defaults and Events of Default
applicable to the Company, in each case, upon compliance by the Company with
certain conditions set forth in the Indenture, which provisions apply to this
Subordinated Security.



     If an Event of Default with respect to the Subordinated Securities shall
occur and be continuing, the principal of, and the Make-Whole Amount, if any,
on, the Subordinated Securities may be declared due and payable in the manner
and with the effect provided in the Indenture.



     As provided in and subject to the provisions of the Indenture, the Holder
of this Subordinated Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Subordinated Securities, the Holders of not less than 25%
in principal amount of the Subordinated Securities at the time Outstanding
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee reasonable
indemnity and the Trustee shall not have received from the Holders of a
majority in principal amount of the Subordinated Securities at the time
Outstanding a direction inconsistent with such request, and shall have failed
to institute any such proceeding for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Subordinated Security for the enforcement of
any payment of principal hereof or any interest on or after the respective due
dates expressed herein.



     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Subordinated Securities under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Subordinated Securities. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Subordinated
Securities at the time Outstanding, on behalf of the Holders of all
Subordinated Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this
Subordinated Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Subordinated Security and of any Subordinated
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Subordinated Security.



     No reference herein to the Indenture and no provision of this Subordinated
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of,
Make-Whole Amount, if any, on, and interest on this Subordinated Security at
the times, place and rate, and in the coin or currency, herein prescribed.



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     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Subordinated Security is registrable in the
Security Register, upon surrender of this Subordinated Security for
registration of transfer at the office or agency of the Company in any Place of
Payment where the principal of, Make-Whole Amount, if any, on, and interest on
this Subordinated Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar for the Subordinated Securities (the “Security Registrar”
duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Subordinated Securities of this series, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.



     The Subordinated Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Subordinated Securities of this series are exchangeable for
a like aggregate principal amount of Subordinated Securities of this series of
a different authorized denomination, as requested by the Holder surrendering
the same.



     No service charge shall be made for any such registration of transfer or
exchange, but the 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 Subordinated Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Subordinated Security is registered as
the owner hereof for all purposes, whether or not this Subordinated Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.



     The Holder of this Subordinated Security by the acceptance thereof agrees
that the indebtedness evidenced by this Subordinated Security is subordinated
in right of payment, to the extent and in the manner provided in Article
Sixteen of the Indenture, to the prior payment in full of all Senior Debt and
that the subordination is for the benefit of the holders of Senior Debt. The
Holder hereof authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effect such subordination as
provided in the Indenture and appoints the Trustee his attorney-in-fact for
such purpose. “Senior Debt” is defined in the Indenture as the principal of
and interest on, or substantially similar payments to be made by the Company in
respect of, the following, whether outstanding at the date of execution of this
Indenture or thereafter incurred, created or assumed: (a) indebtedness of the
Company for money borrowed or represented by purchase-money obligations, (b)
indebtedness of the Company evidenced by notes, debentures, or bonds, or other
securities issued under the provisions of an indenture, fiscal agency agreement
or other instrument, (c) obligations of the Company as lessee under leases of
property either made as part of any sale and lease-back transaction to which
the Company is a party or otherwise, (d) indebtedness of partnerships and joint
ventures which is included in the Company’s consolidated financial statements,
(e) indebtedness, obligations and liabilities of others in respect of which the
Company is liable contingently or otherwise to pay or advance money or property
or as guarantor, endorser or otherwise or which the Company has agreed to
purchase or otherwise acquire, and (f) any binding commitment of the Company to
fund any real estate investment or to fund any investment in any entity making
such real estate investment; but



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excluding, however, (1) any such indebtedness, obligation or liability
referred to in clauses (a) through (f) above as to which, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding,
it is provided that such indebtedness, obligation or liability is not superior
in right of payment to the Subordinated Securities, or ranks pari passu with
the Subordinated Securities, (2) any such indebtedness, obligation or liability
which is subordinated to indebtedness of the Company to substantially the same
extent as or to a greater extent than the Subordinated Securities are
subordinated and (3) the Subordinated Securities. As used in the preceding
sentence the term “purchase-money obligations” shall mean indebtedness or
obligations evidenced by a note, debenture, bond or other instrument (whether
or not secured by any lien or other security interest but excluding
indebtedness or obligations for which response is limited to the property
purchased) issued or assumed as all or a part of the consideration for the
acquisition of property, whether by purchase, merger, consolidation or
otherwise, but shall not include any trade accounts payable. A distribution
may consist of cash, securities or other property.



     No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in this Subordinated Security, or because of any
indebtedness evidenced thereby, shall be had against any promoter, as such or,
against any past, present or future shareholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of this Senior Security by the Holder thereof and as part of the
consideration for the issue of the Subordinated Securities.



     All terms used in this Subordinated Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.



     THE INDENTURE AND THE SUBORDINATED SECURITIES, INCLUDING THIS SUBORDINATED
SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK.



     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused “CUSIP” numbers to
be printed on the Subordinated Securities as a convenience to the Holders of
the Subordinated Securities. No representation is made as to the correctness
or accuracy of such CUSIP numbers as printed on the Subordinated Securities,
and reliance may be placed only on the other identification numbers printed
hereon.



     Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee by manual signature, this Subordinated Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal this day of                     .



	 	 	 	 	 
	 	 	First Potomac Realty Trust
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	








Attest:




	 	 	 
	By:
	 	 
	

	 	

	Name:
	 	 
	

	 	

	Title:
	 	 
	

	 	








[SEAL]




TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Subordinated Securities of the series designated
“[designation of Subordinated Securities]” pursuant to the within-mentioned
Indenture.



	 	 	 	 	 
	


	 ,	 	 	 
	as Trustee
	 	 	 	 







	 	 	 
	By:
	 	 
	

	 	

Authorized Signatory







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ASSIGNMENT FORM




FOR VALUE RECEIVED, the undersigned hereby

sells, assigns and transfers unto




PLEASE INSERT SOCIAL

SECURITY OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE



	 
	


	


	(Please Print or Typewrite Name and Address including Zip Code of Assignee)








                          the within Subordinated Security of First Potomac Realty Trust
(the “Company”) and                      hereby does irrevocably constitute and appoint
                     Attorney to transfer said Subordinated Security on the books of
the within-named Company with full power of substitution in the premises.



Dated:
                          



NOTICE: The signature to this assignment must
correspond with the name as it appears on the first
page of the within Subordinated Security in every
particular, without alteration or enlargement or any
change whatever.




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