exv4w4



 





Exhibit 4.4




REGISTERED
     
     
     
     
     
     
     
     
     
     PRINCIPAL AMOUNT NO.:                     

$

CUSIP NO.:                     



First Potomac Realty Trust

[Designation of Senior 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 Senior Security (or one or more Predecessor Senior 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 Senior Security (or one or more
Predecessor Senior 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 Senior 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
Senior 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 Senior
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 Senior 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 Senior Security is one of a duly authorized issue of securities of
the Company (herein called the “Senior 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 Senior 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
Senior Securities and of the terms upon which the Senior Securities are, and
are to be, authenticated and delivered. This Senior Security is one of the
series designated as the “[designation of Senior Securities],” limited in
aggregate principal amount to $                    .



     The Senior 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 Senior Securities being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Senior Securities.



     The following definitions apply with respect to any redemption of the
Senior 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 Senior 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 Senior 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 Indenture,
then such other reasonably comparable index which shall be designated by the
Company.



2









 





     The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Senior 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 Senior
Security.



     If an Event of Default with respect to the Senior Securities shall occur
and be continuing, the principal of, and the Make-Whole Amount, if any, on, the
Senior 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 Senior 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 Senior Securities, the Holders of not less than 25% in principal amount
of the Senior 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 Senior 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 Senior
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 Senior 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
Senior Securities. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Senior Securities
at the time Outstanding, on behalf of the Holders of all Senior 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 Senior Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Senior Security
and of any Senior 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 Senior Security.



     No reference herein to the Indenture and no provision of this Senior
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 Senior Security at the
times, place and rate, and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Senior Security is registrable in the Security
Register, upon surrender of this Senior 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 Senior
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in



3









 







form satisfactory to the Company and the Security Registrar for the Senior
Securities (the “Security Registrar”) duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new Senior
Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.



     The Senior 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, Senior Securities of this series are exchangeable for a like aggregate
principal amount of Senior 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 Senior 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 Senior Security is registered as the
owner hereof for all purposes, whether or not this Senior Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.



     No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in this Senior 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 Senior Securities.



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



     THE INDENTURE AND THE SENIOR SECURITIES, INCLUDING THIS SENIOR 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 Senior Securities as a convenience to the Holders of the
Senior Securities. No representation is made as to the correctness or accuracy
of such CUSIP numbers as printed on the Senior 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 Senior Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.



4









 





     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 Senior Securities of the series designated
"[designation of Senior Securities]” pursuant to the within-mentioned
Indenture.



	 	 	 	 	 
	


	 ,	 	 
	as Trustee
	 	 	 	 







	 	 	 
	By:
	 	 
	

	 	

Authorized
Signatory








5









 






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 Senior Security of First Potomac Realty Trust (the
“Company”) and                      hereby does irrevocably constitute and appoint
                     Attorney to transfer said Senior 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 Senior Security in every particular, without alteration or enlargement or any

change whatever.




6