EXHIBIT 3
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WEEKS REALTY, L.P.
TO
STATE STREET BANK AND TRUST COMPANY,
Trustee
__________________________________
FORM OF FIRST SUPPLEMENTAL INDENTURE
Dated as of July 30, 1998
__________________________________
DEBT SECURITIES
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FIRST SUPPLEMENTAL INDENTURE, dated as of July 30, 1998, between Weeks
Realty, L.P., a limited partnership duly organized and existing under the laws
of the State of Georgia (herein called the "Company"), having its principal
office at 0000 Xxxx Xxxxx, Xxxxxxxx, Xxxxxxx, and State Street Bank and Trust
Company, a national banking association duly organized and existing under the
laws of the United States of America, as Trustee.
RECITALS OF THE COMPANY
The Company has heretofore executed and delivered to the Trustee an
Indenture, dated as of March 20, 1998 (the "Indenture"), providing for the
issuance from time to time of its unsecured debentures, notes or other evidences
of indebtedness (herein and therein called the "Securities"), to be issued in
one or more series as provided in the Indenture.
Section 901 of the Indenture provides, among other things, that the
Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, without the consent of any Holders, may enter into an
indenture supplemental to the Indenture (a) to add to the covenants of the
Company for the benefit of the Holders of all or any series of Securities (and
if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for
the benefit of such series) or to surrender any right or power herein conferred
upon the Company or (b) to add to, change or eliminate any of the provisions of
the Indenture in respect of one or more series of Securities, provided that any
such addition, change or elimination (A) shall neither (i) apply to any Security
of any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding.
The Company desires and has requested the Trustee to join with it in the
execution and delivery of this First Supplemental Indenture for the purpose of
amending the Indenture in certain respects with respect to the Securities of any
series which are provided to be entitled to the benefit of such amendments
pursuant to Section 301 created on or after the date hereof.
The amendments contained in this First Supplemental Indenture shall only
apply to series of Securities issued after the date hereof which are provided
to be entitled to the benefit of such amendments pursuant to Section 301.
The Company represents that all things necessary to make this First
Supplemental Indenture a valid agreement of the Company, in accordance with its
terms, have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities
of any series created on or after the date hereof which are provided to be
entitled to the benefits hereof pursuant to Section 301 of the Indenture by the
Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of any series of the Securities created on
and after the date hereof which are provided to be entitled to the benefits
hereof pursuant to Section 301 of the Indenture, as follows:
ARTICLE ONE
Section 101. For all purposes of this First Supplemental Indenture,
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except as otherwise herein expressly provided or unless the context otherwise
requires:
(1) capitalized terms used herein and not otherwise defined shall
have the meanings assigned thereto in the Indenture; and
(2) the words "herein", "hereof" and "hereunder" and other words of
similar import used in this First Supplemental Indenture refer to this
First Supplemental Indenture as a whole and not to any particular Article,
Section or other subdivision of this First Supplemental Indenture.
Section 102. (a) Section 101 of the Indenture is amended to replace in its
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entirety the definition of AAnnual Service Charge@ with the following
definition:
"Annual Service Charge" means, for any period, the interest expense of
the Company and its Subsidiaries for such period (including, without
duplication, (i) all amortization of debt discount and premiums, (ii) all
accrued interest, (iii) all capitalized interest, and (iv) the interest
component of capitalized lease obligations), determined on a consolidated
basis in accordance with generally accepted accounting
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ARTICLE TWO
Section 201. This instrument shall be governed by and construed in
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accordance with the laws of the State of New York.
Section 202. This instrument may be executed in any number of
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counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
Section 203. The Trustee shall have no responsibility for the
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recitals hereto or for the validity or sufficiency of this instrument.
______________________
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
WEEKS REALTY, L.P.
By: Weeks GP Holdings, Inc., its general
partner
Attest: By___________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE
Attest: By___________________________
Name:
Title:
-0-
XXXXX XX XXXXXXX )
)s.:
COUNTY OF )
On the day of July, 1997, before me personally came
, to be known, who, being duly sworn, did depose and say that he is
of Weeks GP Holdings, Inc., the general partner of Weeks Realty, L.P., the
partnership described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
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NOTARY PUBLIC
STATE OF MASSACHUSETTS)
)s.:
COUNTY OF SUFFOLK )
On the day of July 1997, before me personally came , to be
known, who, being duly sworn, did depose and say that he is
of State Street Bank and Trust Company, one of the parties described in and
which executed the foregoing instrument; that he knows the seal of said party;
that the seal affixed to said instrument is such party's seal; that it was so
affixed by authority of the Board of Directors of said party; and that he signed
his name thereto by like authority.
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NOTARY PUBLIC
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