-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Orz86/DNslEzMThTNPBA+MJDHLrRXLDyE6+6DE/8VkzPOniRIVz/1J3Xjiesuxwx PpkH3DKQwnAii1VIHa3q1w== 0000899243-96-000205.txt : 19960328 0000899243-96-000205.hdr.sgml : 19960328 ACCESSION NUMBER: 0000899243-96-000205 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960326 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEINGARTEN REALTY INVESTORS /TX/ CENTRAL INDEX KEY: 0000828916 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 741464203 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09876 FILM NUMBER: 96538793 BUSINESS ADDRESS: STREET 1: 2600 CITADEL PLZ DR STREET 2: P O BOX 924133 CITY: HOUSTON STATE: TX ZIP: 77292-4133 BUSINESS PHONE: 7138666000 MAIL ADDRESS: STREET 1: 2600 CITADEL PLAZA DR STREET 2: P O BOX 924133 CITY: HOUSTON STATE: TX ZIP: 77292-4133 10-K405 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 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 (IRS 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) (713) 866-6000 (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act. Title of Each Class Name of each exchange on which registered Common Shares of Beneficial New York Stock Exchange Interest, $0.03 par value SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE 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 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x The aggregate market value of the common shares held by non-affiliates (based upon the closing sale price on the New York Stock Exchange) on March 12, 1996 was approximately $1,002,155,819. As of March 12, 1996, there were 26,547,174 shares of beneficial interest, $.03 par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement in connection with its Annual Meeting of Shareholders to be held May 2, 1996 are incorporated by reference in Part III. Exhibit Index beginning on Page 35. TABLE OF CONTENTS
ITEM NO. PAGE NO. - -------- -------- PART I 1. Business........................................... 1 2. Properties......................................... 3 3. Legal Proceedings.................................. 11 4. Submission of Matters to a Vote of Security Holders 11 Executive Officers of the Registrant............... 12 PART II 5. Market for Registrant's Common Shares of Beneficial Interest and Related Shareholder Matters........... 13 6. Selected Financial Data............................ 14 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................ 15 8. Financial Statements and Supplementary Data........ 19 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure................ 34 PART III 10. Directors and Executive Officers of the Registrant. 34 11. Executive Compensation............................. 34 12. Security Ownership of Certain Beneficial Owners and Management......................................... 34 13. Certain Relationships and Related Transactions..... 34 PART IV 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................... 35
PART I ITEM 1. BUSINESS General. Weingarten Realty Investors (the "Company"), an unincorporated trust organized under the Texas Real Estate Investment Trust Act, and its predecessor entity began the ownership and development of shopping centers and other commercial real estate in 1948. The Company is self-advised and self- managed and, as of December 31, 1995, owned or had interests in 171 developed income-producing real estate projects, 151 of which were shopping centers, located in the Houston metropolitan area and in other parts of Texas and in Louisiana, Arkansas, Oklahoma, New Mexico, Arizona, Maine, Tennessee, Kansas and Nevada. The Company's other commercial real estate projects included 17 industrial projects, two multi-family housing properties and one office building, which serves as the Company's headquarters. The Company's interests in these projects aggregated approximately 18.0 million square feet of building area and 77.1 million square feet of land area. The Company also owned interests in 24 parcels of unimproved land held for future development which aggregated approximately 7.7 million square feet. The Company currently employs 151 persons, its principal executive offices are located at 2600 Citadel Plaza Drive, Houston, Texas 77008, and its phone number is (713) 866-6000. Reorganizations. In December 1984, the Company engaged in a series of transactions primarily designed to enable it to qualify as a real estate investment trust ("REIT") for federal income tax purposes for the 1985 calendar year and subsequent years. The Company contributed certain assets considered unsuitable for ownership by the Company as a REIT and $3.5 million in cash to WRI Holdings, Inc. ("Holdings"), a Texas corporation and a newly-formed subsidiary of the Company, in exchange for voting and non-voting common stock of Holdings (which was subsequently distributed to the Company's shareholders) and $26.8 million of mortgage bonds. For additional information concerning Holdings, refer to Note 6 of the Notes to Consolidated Financial Statements at page 28. On March 22, 1988, the Company's shareholders approved the conversion of the Company's form of organization from a Texas corporation to an unincorporated trust organized under the Texas Real Estate Investment Trust Act. The conversion was effected by the Company's predecessor entity, Weingarten Realty, Inc., transferring substantially all of its assets and liabilities to the newly- formed Company in exchange for common shares of beneficial interest, $.03 par value ("Common Shares"), in the Company. The shareholders of the corporation received Common Shares for their shares of Common Stock of the corporation (on a share-for-share basis), and the trust continues the business that was previously conducted by the corporation. The change did not affect the registrant's assets, liabilities, management or federal income tax status as a REIT. Location of Properties. Historically, the Company has emphasized investments in properties located primarily in the Houston area. Since 1987, the Company has actively acquired properties outside of Houston. Of the Company's 195 properties which were owned as of December 31, 1995, 84 of its 171 developed properties and 18 of its 24 parcels of unimproved land were located in the Houston metropolitan area. In addition to these properties, the Company owned 49 developed properties and 4 parcels of unimproved land located in other parts of Texas. Because of the Company's investments in the Houston area, as well as in other parts of Texas, the Houston and Texas economies affect, to some degree, the business and operations of the Company. In 1995, the economies in Houston and Texas continued to grow, exceeding the national average; the economy of the entire southwestern United States, where the Company has its primary operations, also remained strong relative to the national average. A deterioration in the Houston or Texas economies could adversely affect the Company. However, the Company's centers are generally anchored by grocery and drug stores under long-term leases, and such types of stores, which deal in basic necessity-type items, tend to be less affected by economic change. 1 Competition. There are other developers and operators engaged in the development, acquisition and operation of shopping centers and commercial property who compete with the Company in its trade areas. This results in competition for both acquisitions of existing income-producing properties and also for prime development sites. There is also competition for tenants to occupy the space that the Company and its competitors develop, acquire and manage. The Company believes that the principal competitive factors in attracting tenants in its market areas are location, price, anchor tenants and maintenance of properties and that the Company's competitive advantages include the favorable locations of its properties, its ability to provide a retailer with multiple locations in the Houston area with anchor tenants and its practice of continuous maintenance and renovation of its properties. Financial Information. Certain additional financial information concerning the Company is included in the Company's Consolidated Financial Statements located on pages 19 through 34 herein. 2 ITEM 2. PROPERTIES At December 31, 1995 the Company's real estate properties consisted of 195 locations in ten states. A complete listing of these properties, including the name, location, building area and land area (in square feet), as applicable, is as follows: SHOPPING CENTERS
Building Name and Location Area Land Area ----------------- --------- ---------- HOUSTON AND HARRIS COUNTY, TOTAL.......................... 6,563,000 25,771,000 Alabama-Shepherd, S. Shepherd at W. Alabama.................................................. 28,000* 88,000* Almeda Road, Almeda at Cleburne........................... 34,000 147,000 Bayshore Plaza, Spencer Hwy. at Burke Rd....................................................... 36,000 196,000 Bellaire Boulevard, Bellaire at S. Rice................... 35,000 137,000 Bellfort, Bellfort at Southbank........................... 48,000 167,000 Bellfort Southwest, Bellfort at Gessner................... 30,000 89,000 Bellwood, Bellaire at Kirkwood............................ 136,000 655,000 Bingle Square, U.S. Hwy. 290 at Bingle.................... 46,000 168,000 Braeswood Square, N. Braeswood at Chimney Rock............................................. 103,000 422,000 Centre at Post Oak, Westheimer at Post Oak Blvd................................................. 125,000 344,000 Crestview, Bissonnet at Wilcrest.......................... 9,000 35,000 Crosby, F.M. 2100 at Kenning Road (61%)................... 36,000* 124,000* Cullen Place, Cullen at Reed.............................. 7,000 30,000 Cullen Plaza, Cullen at Wilmington........................ 81,000 318,000 Cypress Pointe, F.M. 1960 at Cypress Station.................................................. 191,000 737,000 Del Sol Market Place, Telephone at Monroe................................................... 26,000 87,000 Eastpark, Mesa Rd. at Tidwell............................. 140,000 665,000 Edgebrook, Edgebrook at Gulf Fwy.......................... 76,000 360,000 Fiesta Village, Quitman at Fulton......................... 30,000 80,000 Fondren Southwest Village, Fondren at W. Bellfort.............................................. 225,000 1,014,000 Fondren/West Airport, Fondren at W. Airport.................................................. 62,000 223,000 45/York Plaza, I-45 at W. Little York..................... 210,000 840,000 Glenbrook Square, Telephone Road.......................... 70,000 320,000 Griggs Road, Griggs at Cullen............................. 85,000 422,000 Harrisburg Plaza, Harrisburg at Wayside................... 95,000 334,000 Heights Plaza, 20th St. at Yale........................... 72,000 228,000 Humblewood Shopping Plaza, Eastex Fwy. at F.M. 1960............................................. 180,000 784,000 Inwood Village, W. Little York at N. Houston-Rosslyn.......................................... 68,000 305,000 Jacinto City, Market at Baca.............................. 24,000* 67,000* Kingwood, Kingwood Dr. at Chesnut Ridge................... 155,000 648,000 Landmark, Gessner at Harwin............................... 56,000 228,000 Lawndale, Lawndale at 75th St............................. 53,000 177,000 Little York Plaza, Little York at E. Hardy.................................................... 115,000 486,000 Long Point, Long Point at Wirt (77%)...................... 58,000* 257,000* Lyons Avenue, Lyons at Shotwell........................... 63,000 185,000 Market at Westchase, Westheimer at Wilcrest................................................. 84,000 333,000 Miracle Corners, S. Shaver at Southmore................... 87,000 386,000 Northbrook, Northwest Fwy. at W. 34th..................... 204,000 656,000 North Main Square, Pecore at N. Main...................... 18,000 64,000 Table continued on next page
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Building Name and Location Area Land Area ----------------- --------- ---------- North Oaks, F.M. 1960 at Veterans Memorial................................................. 321,000 1,246,000 North Triangle, I-45 at F.M. 1960......................... 17,000 113,000 Northway, Northwest Fwy. at 34th.......................... 212,000 793,000 Northwest Crossing, N.W. Fwy. at Hollister (75%).......................................... 133,000 * 671,000 * Northwest Park Plaza, F.M. 149 at Champions Forest......................................... 32,000 268,000 Oak Forest, W. 43rd at Oak Forest......................... 156,000 541,000 Orchard Green, Gulfton at Renwick......................... 64,000 257,000 Randall's/Cypress Station, F.M. 1960 at I-45..................................................... 141,000 618,000 Randall's/El Dorado, El Dorado at Hwy. 3.................. 119,000 429,000 Randall's/Kings Crossing, Kingwood Dr. at Lake Houston Pkwy..................................... 128,000 624,000 Randall's/Norchester, Grant at Jones...................... 109,000 475,000 River Oaks, East, W. Gray at Woodhead..................... 65,000 206,000 River Oaks, West, W. Gray at S. Shepherd.................. 235,000 609,000 Sheldon Forest, North, I-10 at Sheldon.................... 22,000 131,000 Sheldon Forest, South, I-10 at Sheldon.................... 38,000 * 164,000 * Shops at Three Corners, S. Main at Old Spanish Trail (70%)...................................... 183,000 * 803,000 * Southgate, W. Fuqua at Hiram Clark........................ 115,000 533,000 Spring Plaza, Hammerly at Campbell........................ 56,000 202,000 Steeplechase, Jones Rd. at F.M. 1960...................... 193,000 849,000 Stella Link, North, Stella Link at S. Braeswood (77%).......................................... 40,000 * 156,000 * Stella Link, South, Stella Link at S. Braeswood................................................ 15,000 56,000 Studemont, Studewood at E. 14th St........................ 28,000 91,000 Ten Blalock Square, I-10 at Blalock....................... 97,000 321,000 10/Federal, I-10 at Federal............................... 132,000 474,000 University Plaza, Bay Area At Space Center................................................... 96,000 424,000 The Village Arcade, University at Kirby................... 155,000 331,000 Westbury Triangle, Chimney Rock at W. Bellfort................................................. 67,000 257,000 Westchase, Westheimer at Wilcrest......................... 236,000 766,000 Westhill Village, Westheimer at Hillcroft................................................ 131,000 480,000 Wilcrest Southwest, Wilcrest at Southwest Fwy............................................ 26,000 77,000 TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL.................................................... 4,051,000 17,813,000 Coronado, S.W. 34th St. at Wimberly Dr., Amarillo............................................ 49,000 201,000 Puckett Plaza, Bell Road, Amarillo........................ 133,000 621,000 Spanish Crossroads, Bell St. at Atkinson St., Amarillo................................... 72,000 275,000 Wolfin Village, Wolfin Ave. at Georgia St., Amarillo............................................ 191,000 513,000 Merrilee, U.S. Highway 80 at Merrilee, Arlington................................................ 8,000 74,000 Southridge Plaza, William Cannon Dr. at S. 1st St., Austin....................................... 143,000 565,000 Baywood, State Hwy. 60 at Baywood Dr., Bay City................................................. 40,000 169,000 Calder, Calder at 24th St., Beaumont...................... 34,000 129,000 North Park Plaza, Eastex Fwy. at Dowlen, Beaumont......................................... 70,000 * 318,000 * Phelan West, Phelan at 23rd St., Beaumont (67%)........................................... 16,000 * 59,000 * Southgate, Calder Ave. at 6th St., Beaumont................................................. 34,000 118,000 Westmont, Dowlen at Phelan, Beaumont...................... 95,000 507,000 Bryan Village, Texas at Pease, Bryan...................... 29,000 98,000 Parkway Square, Southwest Pkwy at Texas Ave., College Station.................................... 158,000 685,000 Table continued on next page
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Building Name and Location Area Land Area ----------------- --------- ---------- Montgomery Plaza, Loop 336 West, Conroe................... 233,000 911,000 River Pointe, I-45 at Loop 336, Conroe.................... 42,000 252,000 Portairs Shopping Center, Ayers St. at Horne Rd., Corpus Christi................................ 121,000 416,000 Dickinson, I-45 at F.M. 517, Dickinson (72%).................................................... 55,000 * 225,000 * Coronado Hills, Mesa at Balboa, El Paso (15%).................................................... 19,000 * 86,000 * Broadway, Broadway at 59th St., Galveston (77%).......................................... 58,000 * 167,000 * Food King Place, 25th St. at Avenue P, Galveston................................................ 28,000 78,000 Galveston Place, Central City Blvd. at 61st St., Galveston...................................... 123,000 527,000 Cedar Bayou, Bayou Rd., LaMarque.......................... 15,000 51,000 Corum South, Gulf Fwy., League City. ..................... 92,000 574,000 Caprock Center, 50th at Boston Ave., Lubbock.................................................. 375,000 1,255,000 Town & Country, 4th St. at University, Lubbock.................................................. 171,000 703,000 Angelina Village, Hwy. 59 at Loop 287, Lufkin................................................... 222,000 1,860,000 Independence Plaza, Town East Blvd., Mesquite (15%)........................................... 27,000 * 118,000 * University Park Plaza, University Dr. at E. Austin St., Nacogdoches............................ 78,000 283,000 Mid-County, Twin Cities Hwy. at Nederland Ave., Nederland................................ 107,000 611,000 Gilham Circle, Gilham Circle at Thomas, Port Arthur.............................................. 33,000 94,000 Village, 9th Ave. at 25th St., Port Arthur (77%)............................................. 39,000 * 185,000 * Porterwood, Eastex Fwy. at F.M. 1314, Porter................................................... 99,000 487,000 Plaza, Ave. H at U.S. Hwy. 90A, Rosenberg................................................ 41,000 * 135,000 Rose-Rich, U.S. Hwy. 90A at Lane Dr., Rosenberg................................................ 104,000 386,000 Bandera Village, Bandera at Hillcrest, San Antonio.............................................. 57,000 607,000 Oak Park Village, Nacogdoches at New Braunfels, San Antonio................................... 65,000 221,000 Parliament Square, W. Ave. at Blanco, San Antonio.............................................. 65,000 260,000 San Pedro Court, San Pedro at Hwy. 281N., San Antonio....................................... 2,000 18,000 Williams Trace, Hwy. 6 at Williams Trace, Sugar Land........................................ 263,000 1,187,000 New Boston Road, New Boston at Summerhill, Texarkana.................................... 90,000 335,000 Island Market Place, 6th St. at 9th Ave., Texas City......................................... 27,000 90,000 Mainland, Hwy. 1765 at Hwy. 3, Texas City..................................................... 69,000 279,000 Palmer Plaza, F.M. 1764 at 34th St., Texas City............................................... 97,000 367,000 Broadway, S. Broadway at W. 9th St., Tyler (77%).............................................. 46,000 * 197,000 * Crossroads, I-10 at N. Main, Vidor........................ 116,000 516,000 LOUISIANA, TOTAL.......................................... 1,120,000 4,589,000 Park Terrace, U.S. Hwy. 171 at Parish, DeRidder................................................. 137,000 520,000 Westwood Village, W. Congress at Bertrand, Lafayette...................................... 141,000 942,000 East Town, 3rd Ave. at 1st St., Lake Charles.................................................. 33,000 * 117,000 * 14/Park Plaza, Hwy. 14 at General Doolittle, Lake Charles.................................. 207,000 654,000 Kmart Plaza, Ryan St., Lake Charles....................... 103,000 * 406,000 * Southgate, Ryan at Eddy, Lake Charles..................... 171,000 628,000 Danville Plaza, Louisville at 19th, Monroe................................................... 143,000 539,000 Orleans Station, Paris, Robert E. Lee & Chatham, New Orleans..................................... 5,000 31,000 Southgate, 70th at Mansfield, Shreveport.................. 73,000 359,000 Westwood, Jewella at Greenwood, Shreveport............................................... 107,000 393,000 Table continued on next page
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Building Name and Location Area Land Area ----------------- --------- ---------- OKLAHOMA, TOTAL........................................... 687,000 3,173,000 Bryant Square, Bryant Ave. at 2nd St., Edmond................................................... 268,000 1,259,000 Market Boulevard, E. Reno Ave. at N. Douglas Ave., Midwest City............................... 36,000 142,000 Town & Country, Reno Ave at North Air Depot, Midwest City...................................... 137,000 540,000 Windsor Hills Center, Meridian at Windsor Place, Oklahoma City............................. 246,000 1,232,000 NEW MEXICO, TOTAL......................................... 606,000 2,666,000 Eastdale, Candelaria Rd. at Eubank Blvd., Albuquerque (15%)................................. 17,000 * 90,000 * North Town Plaza, Little St. at N. Main, Albuquerque........................................ 103,000 607,000 Valle del Sol, Isleta Blvd. at Rio Bravo, Albuquerque....................................... 106,000 475,000 Wyoming Mall, Academy Rd. at Northeastern, Albuquerque................................ 323,000 1,309,000 DeVargas, N. Guadalupe at Paseo de Peralta, Santa Fe (23%).................................. 57,000 * 185,000 * ARKANSAS, TOTAL........................................... 571,000 2,252,000 Evelyn Hills, College Ave. at Abshier, Fayetteville............................................. 154,000 750,000 Broadway Plaza, Broadway at W. Roosevelt, Little Rock................................... 43,000 148,000 Geyer Springs, Geyer Springs at Baseline, Little Rock.................................... 153,000 415,000 Markham Square, W. Markham at John Barrow, Little Rock...................................... 134,000 535,000 Westgate, Cantrell at Bryant, Little Rock..................................................... 50,000 206,000 Crossroads, Main at Pershing, North Little Rock.............................................. 37,000 198,000 ARIZONA, TOTAL............................................ 559,000 2,424,000 Camelback Village Square, Camelback at 7th Avenue, Phoenix...................................... 135,000 543,000 Squaw Peak Plaza, 16th Street at Glendale Ave., Phoenix................................... 16,000 220,000 Fountain Plaza, 77th St. at McDowell, Scottsdale............................................... 107,000 460,000 Broadway Marketplace, Broadway at Rural, Tempe............................................. 86,000 347,000 Fry's Valley Plaza, S. McClintock at E. Southern, Tempe (15%).................................... 21,000 * 85,000 * Pueblo Anozira, McClintock Dr. at Guadalupe Rd., Tempe..................................... 149,000 769,000 NEVADA, TOTAL............................................. 450,000 1,659,000 Mission Center, Flamingo Rd. at Maryland Pkwy, Las Vegas................................. 71,000 254,000 Paradise Marketplace, Flamingo Rd. at Sandhill, Las Vegas...................................... 149,000 536,000 Rancho Towne & Country, Rancho Dr. at Charleston Blvd., Las Vegas.............................. 87,000 350,000 Tropicana Marketplace, Tropicana at Hones Blvd., Las Vegas................................... 143,000 519,000 KANSAS, TOTAL............................................. 237,000 1,269,000 Westbrooke Village, Quivira Road at 75th St., Shawnee........................................ 237,000 1,269,000 MAINE, TOTAL.............................................. 118,000 482,000 The Promenade, Essex at Summit, Lewiston.................. 118,000 * 482,000 * TENNESSEE, TOTAL.......................................... 20,000 84,000 Highland Square, Summer at Highland, Memphis.................................................. 20,000 84,000 INDUSTRIAL HOUSTON AND HARRIS COUNTY, TOTAL.......................... 2,642,000 6,400,000 Brookhollow Business Center, Dacoma at Directors Row............................................ 133,000 405,000 Cannon/So. Loop Business Park, Cannon Street (75%)............................................. 221,000 * 362,000 * Table continued on next page
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Building Name and Location Area Land Area ----------------- --------- ---------- Central Park North, W. Hardy Rd. at Kendrick Dr.............................................. 155,000 465,000 Central Park Northwest VI, Central Pkwy. at Dacoma.......................................... 175,000 518,000 Central Park Northwest VII, Central Pkwy. at Dacoma.......................................... 104,000 283,000 Lathrop Warehouse, Lathrop St. at Larimer St............................................... 252,000 436,000 Little York Mini-Storage, West Little York..................................................... 32,000 * 124,000 * Navigation Business Park, Navigation At N. York.................................................. 238,000 555,000 Park Southwest, Stancliff at Brooklet..................... 52,000 159,000 Railwood Industrial Park, Mesa at U.S. 90....................................................... 642,000 1,634,000 South Loop Business Park, S. Loop at Long Dr.................................................. 46,000 * 103,000 * Southwest Park II, Rockley Road........................... 68,000 216,000 West-10 Business Center, Wirt Rd. at I-10..................................................... 141,000 330,000 West Loop Commerce Center, W. Loop N. at I-10.................................................. 34,000 91,000 610 and 11th St. Warehouse, Loop 610 at 11th St.................................................. 349,000 719,000 TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL.................................................... 143,000 425,000 River Pointe Mini-Storage, Conroe......................... 32,000 * 97,000 * Nasa One Business Center, Nasa Road One at Hwy. 3, Webster....................................... 111,000 328,000 MULTI-FAMILY RESIDENTIAL HOUSTON & HARRIS COUNTY, TOTAL............................ 126,000 203,000 York Townhouse Apartments, Yorktown at San Felipe (26%)......................................... 126,000 * 203,000 * TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL.................................................... 37,000 95,000 Summer Place Apartments, Hillcrest at Quill Dr., San Antonio................................... 37,000 * 95,000 * OFFICE BUILDING HOUSTON & HARRIS COUNTY, TOTAL............................ 121,000 171,000 Citadel Plaza, N. Loop 610 at Citadel Plaza Dr................................................. 121,000 171,000 UNIMPROVED LAND HOUSTON & HARRIS COUNTY, TOTAL............................ 5,749,000 Bissonnet at Wilcrest..................................... 773,000 Citadel Plaza at 610 N. Loop.............................. 137,000 East Orem................................................. 122,000 Kirkwood at Dashwood Dr................................... 322,000 Lockwood at Navigation.................................... 163,000 Mesa Rd. at Tidwell....................................... 901,000 Mesa Rd. at Spikewood..................................... 1,810,000 Mowery at Cullen.......................................... 118,000 Northwest Fwy. at Gessner................................. 484,000 Post Oak at Westheimer.................................... 161,000 Redman at W. Denham....................................... 17,000 Renwick at Gulfton........................................ 17,000 Table continued on next page
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Building Name and Location Area Land Area ----------------- --------- ---------- Richmond at Loop 610...................................... 136,000 Sheldon at I-10........................................... 19,000 University at Morningside................................. 83,000 W. Little York at I-45.................................... 322,000 W. Little York at N. Houston-Rosslyn...................... 19,000 W. Loop N. at I-10........................................ 145,000 TEXAS (EXCLUDING HOUSTON & HARRIS CO.), TOTAL............. 619,000 Loop 336 at I-45, Conroe.................................. 78,000 River Pointe Dr. at I-45, Conroe.......................... 186,000 Hillcrest, Sunshine at Quill, San Antonio................. 171,000 Hwy. 3 at Hwy. 1765, Texas City........................... 184,000 LOUISIANA, TOTAL.......................................... 1,284,000 U.S. Hwy. 171 at Parish, DeRidder......................... 462,000 Woodland Hwy., Plaquemines Parish (5%).................... 822,000 * ALL PROPERTIES-BY LOCATION GRAND TOTAL............................................... 18,051,000 77,128,000 Houston & Harris County................................... 9,452,000 38,294,000 Texas (excluding Houston & Harris County)................. 4,231,000 18,952,000 Louisiana................................................. 1,120,000 5,873,000 Oklahoma.................................................. 687,000 3,173,000 New Mexico................................................ 606,000 2,666,000 Arkansas.................................................. 571,000 2,252,000 Arizona................................................... 559,000 2,424,000 Nevada.................................................... 450,000 1,659,000 Kansas.................................................... 237,000 1,269,000 Maine..................................................... 118,000 482,000 Tennessee................................................. 20,000 84,000 ALL PROPERTIES-BY CLASSIFICATION GRAND TOTAL............................................... 18,051,000 77,128,000 Shopping Centers.......................................... 14,982,000 62,182,000 Industrial................................................ 2,785,000 6,825,000 Multi-Family Residential.................................. 163,000 298,000 Office Building........................................... 121,000 171,000 Unimproved Land........................................... 7,652,000
- -------------- Note: Total square footage includes 6,301,000 square feet of land leased and 170,000 square feet of building leased from others. * Denotes partial ownership, The Company's interest is 50% except where noted. The square feet figures represent the Company's proportionate ownership of the entire property. 8 General. In 1995, no single property accounted for more than 3.2% of the Company's total assets or 3.7% of gross revenues. Three properties, in the aggregate, represented approximately 8.5% of the Company's gross revenues for the year ended December 31, 1995; otherwise, none of the remaining properties accounted for more than 2.0% of the Company's gross revenues during the same period. The occupancy rate for all of the Company's improved properties as of December 31, 1995 was 92.4%. Substantially all of the Company's properties are owned directly by the Company (subject in certain cases to mortgages), although the Company's interests in certain of its properties are held indirectly through its interests in joint ventures or under long-term leases. In the opinion of management of the Company, its properties are well maintained and in good repair, suitable for their intended uses, and adequately covered by insurance. Shopping Centers. As of December 31, 1995, the Company owned, either directly or through its interests in joint ventures, 151 shopping centers with approximately 15.0 million square feet of building area. The shopping centers were located predominantly in Texas with other locations in Louisiana, Oklahoma, Arkansas, Arizona, New Mexico, Maine, Tennessee, Nevada and Kansas. The Company's shopping centers are primarily community shopping centers which range in size from 100,000 to 400,000 square feet, as distinguished from small strip centers which generally contain 5,000 to 25,000 square feet and from large regional enclosed malls which generally contain over 500,000 square feet. Most of the centers do not have climatized common areas but are designed to allow retail customers to park their automobiles in close proximity to any retailer in the center. The Company's centers are customarily constructed of masonry, steel and glass and all have lighted, paved parking areas which are typically landscaped with berms, trees and shrubs. They are generally located at major intersections in close proximity to neighborhoods which have existing populations sufficient to support retail activities of the types conducted in the Company's centers. The Company has approximately 2,900 separate leases with over 2,200 different tenants in its portfolio, including national and regional supermarket chains, other nationally or regionally known stores (including drug stores, discount department stores, junior department stores and catalog stores) and a great variety of other regional and local retailers. The large number of locations offered by the Company and the types of traditional anchor tenants help attract prospective new tenants. Some of the national and regional supermarket chains which are tenants in the Company's centers include Albertson's, Fiesta, Jewel, Smith's Fleming Foods, H.E.B., Kroger Company, Randall's Food Markets, Fry's Food Stores and Super Value Holdings. In addition to these supermarket chains, the Company's nationally and regionally known retail store tenants include Eckerd, Walgreen and Osco drugstores; Kmart and Wal-Mart discount stores; Bealls, Palais Royal and Weiner's junior department stores; Marshall's, Office Depot, 50-Off, Office Max, Baby Superstore, Ross and T.J. Maxx off-price specialty stores; Luby's, Piccadilly and Furr's ; Academy sporting goods; Service Merchandise catalog stores; FAO Schwarz toy store; and the following restaurant chains: Arby's, Boston Chicken, Burger King, Champ's, Church's Fried Chicken, Dairy Queen, Domino's, Jack-in-the-Box, Kentucky Fried Chicken, Pistol Pete Pizza, CiCi Pizza, Long John Silver's, McDonald's, Olive Garden, Outback Steakhouse, Pizza Hut, Shoney's, Steak & Ale, Taco Bell, and Whataburger. The Company also leases space in 3,000 to 10,000 square foot areas to national chains such as the Limited Store, The Gap, One Price Stores, Tempo, Eddie Bauer and Radio Shack. The Company's shopping center leases have lease terms generally ranging from three to five years for tenant space under 5,000 square feet and from 10 to 35 years for tenant space over 10,000 square feet. Leases with primary lease terms in excess of 10 years, generally for anchor and out-parcels, frequently contain renewal options which allow the tenant to extend the term of the lease for one or more additional periods, each such period generally being of a shorter duration than the primary lease term. The rental rates paid during a renewal period are generally based upon the rental rate for the primary term, sometimes adjusted for inflation or for the amount of the tenant's sales during the primary term. 9 Most of the Company's leases provide for the monthly payment in advance of fixed minimum rentals, the tenants' pro rata share of ad valorem taxes, insurance (including fire and extended coverage, rent insurance and liability insurance) and common area maintenance for the center (based on estimates of the costs for such items) and for the payment of additional rentals based on a percentage of the tenants' sales ("percentage rentals"). Utilities are generally paid directly by tenants except where common metering exists with respect to a center, in which case the Company makes the payments for the utilities and is reimbursed by the tenants on a monthly basis. Generally, the Company's leases prohibit the tenant from assigning or subletting its space and require the tenant to use its space for the purpose designated in its lease agreement and to operate its business on a continuous basis. Certain of the lease agreements with major tenants contain modifications of these basic provisions in view of the financial condition, stability or desirability of such tenants. Where a tenant is granted the right to assign or sublet its space, the lease agreement generally provides that the original lessee will remain liable for the payment of the lease obligations under such lease agreement. During 1995, the Company added approximately 1.3 million square feet to its portfolio of shopping center properties through the acquisition of properties and another .3 million square feet of space through development. The Company entered two new markets with acquisitions in Nevada and Kansas. Four properties representing .5 million square feet were acquired in Las Vegas, Nevada and two acquisitions totaling .2 million square feet were completed in Kansas City, Kansas. Additionally, shopping centers were added to our existing portfolio in the Houston metropolitan area and Albuquerque, New Mexico. All of the Company's new developments for 1995 were in Houston. Industrial Properties. The Company currently owns a total of seventeen industrial projects, all of which are located in the greater Houston area. These projects include 65 buildings having a total of 2.8 million square feet of building area situated on 6.8 million square feet of land. These figures include the Company's interests in four joint ventures. Major tenants of the Company's industrial properties include Advo (a leading direct mail advertising company), Pepsico's PFS division, Stone Container Corporation, Iron Mountain Records Storage and Paul Arpin Van Lines. Five of such buildings, containing approximately .6 million square feet of building space, are located in the Railwood Industrial Park, a master-planned industrial park in northeast Houston, which offers full utilities, loading docks and rail service in an architecturally controlled environment. During 1995, the Company acquired one office service center representing .1 million square feet of industrial space. This property is located in Houston and had an average occupancy of 80.1% at the time of the acquisition. Office Building. The Company owns a seven-story, 121,000 square foot masonry office building with a detached, covered, three-level parking garage situated on 171,000 square feet of land fronting on North Loop 610 West in Houston. The building serves as the Company's corporate headquarters. Other than the Company, the major tenant of the building is Charter Bank, which occupies 22%. Multi-family Residential Properties. At December 31, 1995, the Company owned, through joint venture interests, two apartment projects located in Houston and San Antonio, Texas. The Company's percentage ownership represents approximately 228 units of the projects' aggregate 723 units. Both are garden- type projects complemented by landscaping, recreational areas and adequate parking. These projects are managed by our joint venture partners, both of whom are experienced apartment operators. During 1995, a 110-unit project in Louisiana in which the Company had a 50% joint venture interest was sold. 10 Unimproved Land. The Company owns, directly or through its interest in a joint venture, 24 parcels of unimproved land aggregating approximately 7.7 million square feet of land area located in Texas and Louisiana. These properties include approximately 4.6 million square feet of land adjacent to certain of the Company's existing developed properties, which may be used for expansion of these developments, as well as approximately 3.1 million square feet of land, which may be used for new development. Almost all of these unimproved properties are served by roads and utilities and are ready for development. Most of these parcels are suitable for development as shopping centers, and the Company intends to emphasize the development of these parcels for such purpose. ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings, other than ordinary routine litigation incidental to its business, to which the Company is a party or to which any of its properties are subject. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 11 EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth certain information with respect to the executive officers of the Company as of March 12, 1996.
Name Age Position ---- --- -------- Stanford Alexander 67 Chairman/Chief Executive Officer Martin Debrovner 59 President/Chief Operating Officer Joseph W. Robertson, Jr. 48 Executive Vice President/Chief Financial Officer Andrew M. Alexander 39 Executive Vice President/Asset Management M. Candace DuFour 45 Vice President/Acquisitions and Secretary Johnny L. Hendrix 38 Vice President/Leasing John J. Marcisz 58 Vice President/Construction Stephen C. Richter 41 Vice President/Financial Administration and Treasurer Jeffrey A. Tucker 49 Vice President/General Counsel Steven R. Weingarten 38 Vice President/Leasing
Mr. S. Alexander is the Company's Chairman and its Chief Executive Officer. He has been employed by the Company since 1955 and has served in his present capacity since January 1, 1993. Prior to becoming Chairman, Mr. Alexander served as President and Chief Executive Officer of the Company since 1962. Mr. Alexander is President, Chief Executive Officer and a Trust Manager of Weingarten Properties Trust and a member of the Houston Regional Advisory Board of Texas Commerce Bank National Association, Houston, Texas ("TCB"). Mr. Debrovner became President and Chief Operating Officer of the Company on January 1, 1993. Prior to assuming such position, Mr. Debrovner served as President of Weingarten Realty Management Company (the "Management Company") since the Company's reorganization in December 1984. Prior to such time, Mr. Debrovner was an employee of the Company for 17 years, holding the positions of Senior Vice President from 1980 until March 1984, and Executive Vice President until December 1984. As Executive Vice President, Mr. Debrovner was generally responsible for the Company's operations. Mr. Debrovner is also a Trust Manager of Weingarten Properties Trust. Mr. Robertson is Executive Vice President of the Company and its Chief Financial Officer. Prior to becoming Executive Vice President, Mr. Robertson served as Senior Vice President and Chief Financial Officer since 1980. He has been with the Company since 1971. Mr. Robertson is also a Trust Manager of Weingarten Properties Trust, and a director of Paine Webber Retail Properties Investments, Inc. Mr. A. Alexander became Executive Vice President/Asset Management on January 1, 1993. Prior to his present position, Mr. Alexander was Senior Vice President/Asset Management of the Management Company. Prior to such time, Mr. Alexander was Vice President of the Management Company and, prior to the Company's reorganization in December 1984, was Vice President and an employee of the Company since 1978. Mr. Alexander has been primarily involved with leasing operations at both the Company and the Management Company. Mr. Alexander is also a Trust Manager of Weingarten Properties Trust and a director of Charter Bank Houston, N.A. Ms. DuFour became Vice President/Acquisitions and Secretary of the Company on January 1, 1993. From January 1986 until March 1989, she was Secretary/Treasurer and from March 1989 until December 1992 she was Vice President, Secretary and Treasurer of the Company. 12 Mr. Hendrix became Vice President/Leasing of the Company during January 1994. From January 1, 1993 until that time, he served as Associate Director/Leasing of the Company, and for the four years prior to that time, he served the Management Company as a leasing executive. Mr. Marcisz became Vice President/Construction of the Company on January 1, 1993. For the five years prior to that time, he served as Vice President/Construction of the Management Company. Mr. Richter became Vice President/Financial Administration and Treasurer of the Company on January 1, 1993. For the five years prior to that time, he served as Vice President/Financial Administration and Treasurer of the Management Company. Mr. Tucker became Vice President/General Counsel of the Company on January 1, 1993. For the five years prior to that time, he served as Vice President, Secretary and General Counsel of the Management Company. Mr. Weingarten became Vice President/Leasing of the Company during January 1994. From January 1, 1993 until that time, he served as Associate Director/Leasing of the Company, and for the four years prior to that time, he served the Management Company as a leasing executive. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON SHARES OF BENEFICIAL INTEREST AND RELATED SHAREHOLDER MATTERS The number of holders of record of the Company's Common Shares, as of March 4, 1996 was 2,800. The high and low sale prices per share of the Company's common shares, as reported on the New York Stock Exchange composite tape, and dividends per share paid for the periods indicated were as follows:
HIGH LOW DIVIDENDS -------- -------- ----------- 1995: First $38 $34 1/2 $0.60 Second 38 1/8 34 1/4 0.60 Third 37 7/8 35 1/8 0.60 Fourth 38 1/2 33 1/2 0.60 1994: First $40 1/2 $36 3/8 $0.57 Second 39 7/8 36 3/4 0.57 Third 39 1/2 34 3/4 0.57 Fourth 38 1/8 32 3/4 0.57
13 ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected consolidated financial data with respect to the Company and should be read in conjunction with the Consolidated Financial Statements.
(Amounts in thousands, except per share amounts) Years Ended December 31, 1995 1994 1993 1992 1991 -------------- ------------- ------------- ------------- ------------- Revenues (primarily real estate rentals)............. $134,197 $120,793 $103,282 $ 89,959 $ 82,645 --------------- ------------- ------------- ------------- ------------- Expenses: Depreciation and amortization................ 30,060 26,842 23,382 21,291 19,019 Interest..................... 16,707 10,694 10,046 18,689 20,157 Other........................ 42,614 39,235 35,236 30,538 26,119 --------------- ------------- ------------- ------------- ------------- Total 89,381 76,771 68,664 70,518 65,295 --------------- ------------- ------------- ------------- ------------- Income from operations....... 44,816 44,022 34,618 19,441 17,350 Gain (loss) on sales of property and securities..... (14) (234) 1,631 1,807 608 Extraordinary charge(1)...... (1,167) --------------- ------------- ------------- ------------- ------------- Net Income................... $ 44,802 $ 43,788 $ 36,249 $ 20,081 $ 17,958 =============== ============= ============= ============= ============= Weighted average number of common shares outstanding... 26,464 26,190 24,211 17,503 16,580 Net income per common share.. $1.69 $1.67 $1.50 $1.15 $1.08 Cash dividends per common share....................... $2.40 $2.28 $2.16 $2.04 $1.92 Property (at cost)........... $849,894 $735,134 $634,814 $540,671 $482,732 Total assets................. $734,824 $682,037 $602,042 $472,303 $440,088 Debt and convertible notes and debentures.............. $289,339 $229,597 $147,652 $243,627 $280,217 Other Data: Funds from Operations (2) Net income.................. $ 44,802 $ 43,788 $ 36,249 $ 20,081 $ 17,958 Depreciation and amortization(3)............. 29,813 26,842 23,382 21,291 19,019 (Gain) loss on sales of property and securities..... 14 234 (1,631) (1,807) (608) Extraordinary charge (1)..... 1,167 --------------- ------------- ------------- ------------- ------------- Total..................... $ 74,629 $ 70,864 $ 58,000 $ 40,732 $ 36,369 =============== ============= ============= ============= =============
(1) Relates to prepayment penalties paid in connection with the early retirement of debt. (2) Funds from operations do not represent cash flows from operations and should not be considered as an alternative to net income. (3) In accordance with the newly-adopted NAREIT definition of funds from operations, debt cost amortization is not included beginning with the year ended December 31, 1995. 14 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated financial statements and notes thereto and the comparative summary of selected financial data appearing elsewhere in this report. Historical results and trends which might appear should not be taken as indicative of future operations. Weingarten Realty Investors owned and operated 151 anchored shopping centers, 17 industrial properties, two multi-family residential projects and one office building at December 31, 1995. Of the Company's 171 developed properties, 133 are located in Texas (including 84 in Houston and Harris County). The Company's remaining properties are located in Louisiana (10), Arizona (6), Arkansas (6), New Mexico (5), Oklahoma (4), Nevada (4), Kansas (1), Maine (1) and Tennessee (1). The Company has 2,900 leases and 2,200 different tenants. Leases for the Company's properties range from less than a year for smaller spaces to over twenty-five years for larger tenants; leases generally include minimum lease payments and contingent rentals for payment of taxes, insurance and maintenance and for an amount based on a percentage of the tenants' sales. The majority of the Company's anchor tenants are supermarket chains, drugstore chains and other retailers which generally sell basic necessity-type items. CAPITAL RESOURCES AND LIQUIDITY The Company anticipates that cash flows from operating activities will continue to provide adequate capital for all principal payments as well as dividend payments in accordance with REIT requirements, and that cash on hand, borrowings under its existing credit facility, the use of corporate and project financing, as well as other debt and equity alternatives will provide the necessary capital to achieve growth. Cash flows from operating activities as reported in the Statements of Consolidated Cash Flows increased to $72.5 million for 1995 from $64.3 million for 1994 and $56.7 million for 1993. Cash dividends increased to $63.5 million in 1995, compared to $59.7 million in 1994 and $52.3 million in 1993. The Company satisfied its REIT requirement of distributing at least 95% of ordinary taxable income for each of the three years ended December 31, 1995 and, accordingly, federal income taxes were not provided in these years. The Company's dividend payout ratio for 1995, 1994 and 1993 approximated 85.1%, 84.2% and 90.2%, respectively, of funds from operations. Recently, the Company's Board of Trust Managers approved an increase in the quarterly dividend per common share from $.60 to $.62. In 1995, the Company continued to expand its portfolio of income-producing properties. This growth resulted from acquisitions of existing properties, both shopping centers and an industrial property, and development of new shopping centers. During the year, the Company purchased ten retail centers, its joint venture partners' interests in two other retail centers and one industrial project (office service center). These acquisitions added 1.4 million square feet of building area to the portfolio. Six of the purchases were in new markets for the Company, Las Vegas and Kansas City. The Company also substantially completed two new development projects and completed final phases on two others, adding .3 million square feet of building area. An additional .1 million square feet will be completed on two of the projects in early 1996. Additionally, the Company has an ongoing program for maintaining and renovating its existing portfolio of properties. Capitalized expenditures for acquisitions, new development and maintenance of the existing portfolio were, in millions, $114.7, $100.5 and $91.0 during 1995, 1994 and 1993, respectively. Total debt outstanding at December 31, 1995 was $289.3 million compared to $229.6 million at December 31, 1994, and $147.7 million at December 31, 1993. In 1995, the Company increased total debt by $59.7 million primarily to fund acquisition and new development programs. One of the Company's acquisitions was financed, in part, through the assumption of $2.9 million of debt at an interest rate of 7.3%, and another through the issuance of 162,500 common shares. The remainder of the acquisitions and all new development were initially financed through the use of revolving credit debt. 15 Following is the percentage of the Company's debt to equity and debt to total market capitalization as of December 31:
1995 1994 1993 ---- ---- ---- Debt to equity........................ 70% 54% 35% Debt to total market capitalization... 22% 19% 13%
During 1995, the Company negotiated an increase in the amount available under its unsecured credit agreement from $150 million to $200 million and added a bank to the bank syndicate. The Company also requested and received a one-year extension of the three-year agreement, and intends to request the same extension in 1996. In the first quarter of 1995, the Company filed a $200 million shelf registration statement with the Securities and Exchange Commission, which allows for the issuance of debt or equity. In May, the Company began selling unsecured Medium Term Notes ("MTNs") under the shelf registration. As of December 31, 1995, the Company had sold $116.5 million of MTNs at a weighted average rate of 7.1% with an average term of nine years. The Company continues to examine the alternatives for fixed-rate debt, including the issuance of additional MTNs, since it has no intention of issuing additional common equity in the near term. During the second quarter, the Company funded a twenty-year, $28.0 million self- amortizing loan with an insurance company bearing interest at 8.2%. The proceeds from these transactions were used to pay down amounts outstanding under the Company's revolving credit facility. In August, Hospitality Venture, which is 50% owned by an affiliate of the Company, sold its interest in seven motor hotels. The Company received from its affiliate, WRI Holdings, Inc., $6.6 million in cash and substantive ownership of a $3.5 million note receivable (a 50% interest in a $7.0 million note receivable) in payment of outstanding mortgage bonds receivable and notes receivable. The purchaser of the hotels is the issuer of the three-year, interest-only note receivable which bears interest at a rate of 14%. In November, the Company sold its investment in U.S. Treasury Notes for $31.8 million. The Company generally borrowed funds under low-cost reverse repurchase agreements for up to 98% of the value of the Treasury Notes, which served as collateral for the borrowings. The amount of borrowings under reverse repurchase agreements will be reduced prospectively to a maximum of 98% of the Company's remaining $16 million investment in government securities. As a result of this sale, the Company's remaining investment in marketable securities was reclassified as "available for sale." At December 31, 1995, the Company had approximately $122 million of funds available to support the growth of the Company. These funds were available through a combination of $118 million available under the revolving credit facility and $4 million of unencumbered government debt securities. Additionally, the Company expects to continue to issue debt under its shelf registration and to continually seek and evaluate other sources of capital. 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 of real estate assets 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 of real estate assets less gains and losses on sales of property and securities. Funds from operations do not represent cash flows from operations as defined by generally accepted accounting principles and should not be considered an alternative to net income as an indicator of the Company's operating performance or to cash flows as a measure of liquidity. 16 Funds from operations increased to $74.6 million in 1995 compared to $70.9 million in 1994 and $58.0 million in 1993. The majority of the increase relates to the impact of the Company's acquisition and new development programs. For further information on the changes between years, see "Results of Operations" below. RESULTS OF OPERATIONS Rental revenues increased by 11.8% or $13.2 million from $112.2 million in 1994 to $125.4 million in 1995 and by 17.1% or $16.4 million from $95.8 million in 1993. Of these increases, property acquisitions and new development contributed $11.2 million in 1995 and $13.0 million in 1994. Occupancy of the Company's shopping centers decreased slightly from 93% at December 31, 1994 to 92% at the end of 1995. The Company's overall portfolio remained constant at 92%, while the industrial portfolio increased to 94% from 88% at the end of 1994. Since occupancy rates have remained consistent during the periods, the remaining portion of these increases in rental revenues is due primarily to increased rental rates obtained from re-leasing and renewals of existing space. The Company completed 522 renewals or leases comprising 1.5 million square feet at an average rental rate increase of 7.4%. Net of capital costs for tenant improvements, the increase averaged 4.4%. Interest income was $5.3 million in 1995, $5.8 million in 1994 and $5.3 million in 1993. The decrease in 1995 is the result of the Company selling $31.8 million of its investment in marketable debt securities during the fourth quarter of 1995. The sale resulted in a gain of $.1 million. The increase in interest income in 1994 was due to the purchase of $50 million in marketable debt securities in March of 1993. Equity in earnings of real estate joint ventures and partnerships has increased to $1.5 million in 1995 from $1.3 million in 1994 and $1.1 million in 1993. The increase in 1995 is due to improvements in the operating results from the properties held in the joint ventures and partnerships. The increase in 1994 is the result of additional investment during 1993 in entities accounted for under the equity method. Other income increased to $1.9 million in 1995 from $1.5 million in 1994 and $1.1 million in 1993. These increases were primarily due to lease cancellation income. Direct costs and expenses of operating the Company's properties (i.e., operating and ad valorem tax expenses) increased to $37.7 million in 1995 from $34.8 million in 1994 and $30.2 million in 1993. These increases are primarily due to property acquired and developed during these periods. Overall, direct operating costs and expenses as a percentage of rental revenues have continually declined from 32% in 1993 to 31% in 1994 and to 30% in 1995. Depreciation and amortization have increased to $30.1 million in 1995 from $26.8 million in 1994 and $23.4 million in 1993, also as a result of the properties acquired and developed during these periods. Interest incurred on debt outstanding during the periods increased by $7.2 million to $19.6 million in 1995 from $12.4 million in 1994. This was due to an increase in the weighted average debt outstanding to $261.3 million in 1995 from $181.6 million in 1994, and an increase in the weighted average interest rate to 7.4% in 1995 from 6.8% in 1994. Interest expense increased in 1995 by only $6.0 million due to an increase in the amount of interest capitalized to $2.9 million in 1995 from $1.7 million in 1994 as a result of increased development activity during 1995. Comparing 1994 to 1993, interest incurred on debt outstanding increased from $11.2 million in 1993 to $12.4 million in 1994. This was due to an increase in the weighted average debt outstanding from $138.3 million in 1993 to $181.6 million in 1994, offset partially by a decrease in the weighted average interest rate of 8.1% in 1993 to 6.8% in 1994. Interest expense increased in 1994 by only $.6 million due to an increase in the amount of interest capitalized as a result of additional projects under development during 1994 as compared to 1993. The majority of the change in gains (loss) on sales of property and securities from 1993 to 1994 related to the gains realized in 1993 as a result of fires at two of the Company's properties; there were no similar occurrences in 1994. The fires had no material impact on the Company's earnings for 1993 or 1994. 17 As a result of the changes described above, net income increased 2.3% to $44.8 million in 1995 from $43.8 million in 1994 and by 21.0% from $36.2 million in 1993. Net income per common share increased to $1.69 in 1995 from $1.67 in 1994 and $1.50 in 1993. EFFECTS OF INFLATION The rate of inflation was relatively unchanged in 1995. The Company has structured its leases, however, in such a way as to remain largely unaffected should significant inflation occur. Most of the leases contain percentage rent provisions with the Company to receive rentals based on the tenants' gross sales. Many leases provide for increasing minimum rentals during the terms of the leases through escalation provisions. In addition, many of the Company's leases are for terms of less than ten years, which allows the Company to adjust rentals to changing market conditions when the leases expire. Most of the Company's leases require the tenant to pay their proportionate share of operating expenses. As a result of these lease provisions, increases due to inflation, as well as ad valorem tax rate increases which are usually anticipated to occur, generally do not have a significant adverse effect upon the Company's operating results. 18 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEPENDENT AUDITORS' REPORT To the Board of Trust Managers and Shareholders of Weingarten Realty Investors: We have audited the accompanying consolidated balance sheets of Weingarten Realty Investors as of December 31, 1995 and 1994, and the related statements of consolidated income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1995. Our audits also included the financial statement schedules listed in the Index at Item 14. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Weingarten Realty Investors at December 31, 1995 and 1994, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. DELOITTE & TOUCHE LLP Houston, Texas February 22, 1996 19 STATEMENTS OF CONSOLIDATED INCOME (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEARS ENDED DECEMBER 31, ------------------------------------------------ 1995 1994 1993 ----------- ------------- -------------- Revenues: Rentals.................................. $125,400 $112,233 $ 95,791 Interest (including amounts from related parties of $2,304 in 1995, $2,478 in 1994 and $3,020 in 1993)...... 5,338 5,761 5,341 Equity in earnings of real estate joint ventures and partnerships............... 1,549 1,330 1,093 Other.................................... 1,910 1,469 1,057 -------- -------- -------- Total.................................. 134,197 120,793 103,282 -------- -------- -------- Expenses: Depreciation and amortization............ 30,060 26,842 23,382 Operating................................ 20,890 19,368 17,348 Ad valorem taxes......................... 16,776 15,433 12,887 Interest................................. 16,707 10,694 10,046 General and administrative............... 4,948 4,434 5,001 -------- -------- -------- Total.................................. 89,381 76,771 68,664 -------- -------- -------- Income from Operations..................... 44,816 44,022 34,618 Gain (Loss) on Sales of Property and Securities................................ (14) (234) 1,631 -------- -------- -------- Net Income................................. $ 44,802 $ 43,788 $ 36,249 ======== ======== ======== Net Income per Common Share................ $ 1.69 $ 1.67 $ 1.50 ======== ======== ======== Weighted Average Number of Common Shares Outstanding........................ 26,464 26,190 24,211 ======== ======== ========
See Notes to Consolidated Financial Statements. 20 CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
DECEMBER 31, ---------------------------------------- 1995 1994 -------------- ----------------- ASSETS Property............................. $ 849,894 $ 735,134 Accumulated Depreciation............. (216,657) (191,427) --------- --------- Property - net..................... 633,237 543,707 Investment in Real Estate Joint Ventures and Partnerships........... 8,960 9,442 --------- --------- Total............................ 642,197 553,149 Mortgage Bonds and Notes Receivable from: Affiliate (net of deferred gain of $5,514 in 1995 and $16,235 in 1994)......................... 15,863 25,112 Real Estate Joint Ventures and Partnerships...................... 13,897 13,590 Marketable Debt Securities........... 16,262 49,906 Unamortized Debt and Lease Costs..... 20,602 16,997 Accrued Rent and Accounts Receivable (net of allowance for doubtful accounts of $1,436 in 1995 and $1,007 in 1994)..................... 13,357 14,367 Cash and Cash Equivalents............ 3,355 3,295 Other................................ 9,291 5,621 --------- --------- Total.......................... $ 734,824 $ 682,037 --------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY Debt................................. $ 289,339 $ 229,597 Accounts Payable and Accrued Expenses.................... 30,880 26,512 Other................................ 3,006 2,535 --------- --------- Total............................ 323,225 258,644 --------- --------- Commitments and Contingencies Shareholders' Equity: Preferred Shares of Beneficial Interest - par value, $0.03 per share; shares authorized: 10,000; shares issued or outstanding: none Common Shares of Beneficial Interest - par value, $0.03 per share; shares authorized: 150,000; shares issued and outstanding: 26,546 in 1995 and 26,368 in 1994................ 796 791 Capital Surplus.................... 410,803 422,602 --------- --------- Shareholders' equity............. 411,599 423,393 --------- --------- Total.......................... $ 734,824 $ 682,037 ========= ========= See Notes to Consolidated Financial Statements.
21 STATEMENTS OF CONSOLIDATED CASH FLOWS (AMOUNTS IN THOUSANDS)
YEARS ENDED DECEMBER 31, ------------------------------------------------ 1995 1994 1993 ---------- ----------- ---------- Cash Flows from Operating Activities: Net Income................................................ $ 44,802 $ 43,788 $ 36,249 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization........................... 30,060 26,842 23,382 Equity in earnings of real estate joint ventures and partnerships.............................. (1,549) (1,330) (1,093) (Gain) loss on sales of property and securities......... 14 234 (1,631) Amortization of direct financing leases................. 664 585 920 Changes in accrued rents and accounts receivable............................................. (526) (2,632) (1,635) Changes in other assets................................. (7,087) (3,309) (5,459) Changes in accounts payable and accrued expenses........ 6,187 58 5,872 Other, net.............................................. (67) 69 132 --------- -------- --------- Net cash provided by operating activities............... 72,498 64,305 56,737 --------- -------- --------- Cash Flows from Investing Activities: Investment in properties.................................. (105,438) (75,685) (91,008) Mortgage bonds and notes receivable: Advances................................................ (6,691) (6,557) (3,775) Collections............................................. 12,468 2,694 3,423 Proceeds from sales and disposition of property........... 444 3,063 1,741 Proceeds from sales of marketable debt securities......... 31,836 32,612 Purchase of marketable debt securities.................... (84,718) Real estate joint ventures and partnerships: Investments............................................. (66) (249) (2,803) Distributions........................................... 1,337 1,238 904 Other, net................................................ 2,672 2,519 1,213 --------- -------- --------- Net cash used in investing activities................. (63,438) (72,977) (142,411) --------- -------- --------- Cash Flows from Financing Activities: Proceeds from issuance of: Debt.................................................... 144,500 145,251 71,834 Common shares of beneficial interest.................... 398 410 113,190 Principal payments of debt................................ (89,406) (76,527) (44,837) Dividends paid............................................ (63,478) (59,735) (52,345) Other, net................................................ (1,014) (658) (94) --------- -------- --------- Net cash provided by (used in) financing activities.......................................... (9,000) 8,741 87,748 --------- -------- --------- Net increase in cash and cash equivalents................... 60 69 2,074 Cash and cash equivalents at January 1...................... 3,295 3,226 1,152 --------- -------- --------- Cash and cash equivalents at December 31.................... $ 3,355 $ 3,295 $ 3,226 ========= ======== =========
See Notes to Consolidated Financial Statements. 22 STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
COMMON SHARES OF BENEFICIAL CAPITAL RETAINED INTEREST SURPLUS EARNINGS ----------- ------- -------- Balance, January 1, 1993............... $ 577 $204,790 Net income........................... $ 36,249 Public offering of 2,835 common shares....................... 85 112,890 Conversion of notes and debentures... 116 123,877 Shares issued under benefit plans.... 1 847 Cash dividends ($2.16 per share)..... (16,096) (36,249) ------- -------- -------- Balance, December 31, 1993............. 779 426,308 -- Net income........................... 43,788 Shares exchanged for property........ 9 11,392 Shares issued under benefit plans.... 3 849 Cash dividends ($2.28 per share)..... (15,947) (43,788) ------- -------- -------- Balance, December 31, 1994............. 791 422,602 -- Net income........................... 44,802 Shares exchanged for property........ 5 6,342 Shares issued under benefit plans.... 679 Unrealized loss on marketable securities transferred to available for sale............................ (144) Cash dividends ($2.40 per share)..... (18,676) (44,802) ------- -------- -------- Balance, December 31, 1995............. $ 796 $410,803 $ -- ======= ======== ========
See Notes to Consolidated Financial Statements. 23 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Weingarten Realty Investors, a Texas real estate investment trust, is engaged in the acquisition, development and management of real estate, primarily neighborhood and community shopping centers, in Texas and throughout the southwestern part of the United States. The Company's major tenants include supermarket chains, drugstore chains and other retailers who generally sell basic necessity-type commodities. The Company currently operates and intends to operate in the future as a real estate investment trust ("REIT"). Basis of Presentation The consolidated financial statements include the accounts of the Company, its subsidiaries and its interest in 50% or more-owned joint ventures and partnerships over which the Company exercises control. All significant intercompany balances and transactions have been eliminated. Investments in less than 50% owned joint ventures are accounted for using the equity method. Revenue Recognition Rental revenue is generally recognized on a straight-line basis over the life of the lease for operating leases and over the lease terms using the interest method for direct financing leases. Contingent rentals (payments for taxes, maintenance and insurance by the lessees and for an amount based on a percentage of the tenants' sales) are estimated and accrued over the lease year. Property Real estate assets are carried at cost plus capitalized carrying charges. Depreciation is computed using the straight-line method, generally over estimated useful lives of 18-50 years for buildings and 10-20 years for parking lot surfacing and equipment. Major replacements are capitalized and the replaced asset and corresponding accumulated depreciation are removed from the accounts. All other maintenance and repair items are charged to expense as incurred. Issued in March of 1995, Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," sets forth guidance on how to measure an impairment of long- lived assets and when to recognize such an impairment. The adoption of this pronouncement, effective for the Company's fiscal year ending December 31, 1996, is not expected to have a material effect on the Company's financial position or results of operations. Capitalization Carrying charges, principally interest and ad valorem taxes, on land under development and buildings under construction are capitalized as part of land under development and buildings and improvements. Deferred Charges Unamortized debt and lease costs are amortized primarily on a straight-line basis over the terms of the debt and over the lives of leases, respectively. Marketable Debt Securities Premiums and discounts are amortized (accreted) to operations over the estimated remaining lives of the securities using the constant yield method. At December 31, 1994, the Company's investment in marketable securities was classified as "held to maturity" and carried at amortized cost. Upon the sale of certain securities during the fourth quarter of 1995, the remaining investment was reclassified as "available for sale." At December 31, 1995, the securities were carried at market with any unrealized gains or losses included as a component of shareholders' equity. 24 Use of Estimates The preparation of financial statements requires management to make use of estimates and assumptions that affect amounts reported in the financial statements as well as certain disclosures. Actual results could differ from those estimates. Per Share Data Net income per common share is computed using the weighted average number of common shares outstanding during the period and excludes the negligible dilutive effect of shares issuable under benefit plans. Statements of Cash Flows The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents. In 1995, the Company issued .2 million common shares of beneficial interest valued at $6.3 million and assumed $2.9 million of debt in connection with the purchase of property. During 1994, the Company issued .3 million common shares valued at $11.4 million and assumed $13.4 million of debt in connection with the purchase of property. During 1993, $123.0 million in convertible debentures and notes were converted into 3.9 million common shares. Reclassifications Reclassifications have been made to prior years' amounts to conform with the current year presentation. Note 2. Debt The Company's debt consists of the following (in thousands):
DECEMBER 31, ------------------------ 1995 1994 ----------- ----------- Fixed-rate debt payable to 2015 at 6.0% to 10.5%.................................. $189,413 $ 53,036 Notes payable under revolving credit agreement................................. 73,500 145,000 Reverse repurchase agreements, due daily and collateralized by $16.3 million of marketable debt securities..... 11,900 16,200 Industrial revenue bonds to 2014 at 5.1% to 6.8% at December 31, 1995......... 7,669 7,772 Obligations under capital leases........... 6,001 6,048 Other...................................... 856 1,541 -------- -------- Total.................................. $289,339 $229,597 ======== ========
At December 31, 1995, the variable interest rates for notes payable under the revolving credit agreement and the reverse repurchase agreements were 6.5% and 6.1%, respectively. The weighted average interest rate for the company's short- term debt for 1995 was 6.4%. The Company's debt can be summarized as follows (in thousands):
DECEMBER 31, ------------------------ 1995 1994 ----------- ---------- As to interest rate: Fixed-rate debt (including amounts fixed through interest rate swaps)....................... $229,994 $102,278 Variable-rate debt................. 59,345 127,319 -------- -------- Total............................ $289,339 $229,597 ======== ========
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DECEMBER 31, ------------------------ 1995 1994 ----------- ---------- As to collateralization: Secured debt........................ $ 87,133 $ 84,284 Unsecured debt...................... 202,206 145,313 -------- -------- Total............................. $289,339 $229,597 ======== ========
Scheduled principal payments on the Company's debt (excluding $73.5 million potentially due under the Company's revolving credit agreement in 1998 and $11.9 million of reverse repurchase agreements) are due during the following years (in thousands): 1996................. $ 1,857 1997................. 1,408 1998................. 1,503 1999................. 1,467 2000................. 30,539 2001 through 2005.... 115,115 2006 through 2010.... 33,834 Thereafter........... 17,765
Certain debt is collateralized by various direct financing leases or other property and current and future rentals from these leases and properties. At December 31, 1995 and 1994, the carrying value of such property aggregated $177 million and $257 million, respectively. The Company has an unsecured $200 million revolving credit agreement with a bank syndicate. The agreement expires in November 1998, but the Company has an annual option to request a one year extension of the agreement. All members of the bank syndicate must agree to the requested extension or the agreement expires on the scheduled date, at which time all loans outstanding under the credit agreement become payable. The Company intends to request an extension of the agreement in 1996 and expects that the bank syndicate will agree to its request. During 1995, the maximum balance and weighted average balance outstanding under this agreement were $145 million and $85 million, respectively, at an average interest rate of 6.8%. The revolving credit agreement is subject to normal banking terms and conditions and does not adversely restrict the Company's operations or liquidity. In the first quarter of 1995, the Company filed a $200 million shelf registration statement with the Securities and Exchange Commission, which allows for the issuance of debt or equity. In May, the Company began selling unsecured Medium Term Notes ("MTNs") under the shelf registration. As of December 31, 1995, the Company had sold $116.5 million of MTNs at a weighted average rate of 7.1% with an average term of nine years. At December 31, 1995, the unused portion of the shelf registration totaled $83.5 million. The Company made cash payments for interest on debt, net of amounts capitalized, of $13.9 million in 1995, $10.1 million in 1994 and $9.4 million in 1993. Various debt agreements contain restrictive covenants, the most restrictive of which requires the Company to produce annual consolidated distributable cash flow, as defined by the agreements, of not less than 250% of interest payments, to limit the payment of dividends to no more than 100% of the Company's annual consolidated cash flow, to limit short-term debt (as defined) to the greater of 33% of total debt or $200 million (exclusive of reverse repurchase agreements) and to maintain uncollateralized assets equal to at least 150% of unsecured debt. Management believes that the Company is in compliance with all restrictive covenants. 26 The Company has three interest rate swap contracts with an aggregate notional amount of $40 million. Such contracts, which expire through 2004, have been outstanding since their purchase. The Company intends to hold such contracts through their expiration date and to use them as a means of fixing the interest rate on a portion of the Company's variable-rate debt. The interest rate swaps have an effective interest rate of 8.1%. The difference between the interest received and paid on the interest rate swaps is recognized as interest expense as incurred. The interest rate swaps increased interest expense and decreased net income as follows, in millions: $.8 in 1995, $1.4 in 1994 and $1.9 in 1993. The interest rate swaps increased the average interest rate for the Company's debt by the following amounts: .2% for 1995, .8% for 1994 and 1.3% for 1993. The Company could be exposed to credit losses in the event of non-performance by the counterparty; however, the likelihood of such non-performance is remote. NOTE 3. PROPERTY The Company's property consists of the following (in thousands):
DECEMBER 31, ------------------------ 1995 1994 ------------------------ Land.......................................... $151,985 $121,773 Land under development........................ 40,464 50,537 Buildings and improvements.................... 636,601 539,862 Construction in-progress...................... 11,648 13,111 Property under direct financing leases........ 9,196 9,851 -------- -------- Total..................................... $849,894 $735,134 ======== ========
The following carrying charges were capitalized (in thousands):
DECEMBER 31, -------------------------------- 1995 1994 1993 -------------------------------- Interest.............. $ 2,878 $ 1,670 $ 1,114 Ad valorem taxes...... 486 625 193 ------- ------- ------- Total............. $ 3,364 $ 2,295 $ 1,307 ======= ======= =======
Note 4. Leasing Operations Leasing Arrangements The Company's lease terms range from less than one year for smaller tenant spaces to over twenty-five years for larger tenant spaces. In addition to minimum lease payments, most of the leases provide for contingent rentals. Rentals under Operating Leases Future minimum rental income from non-cancelable operating leases at December 31, 1995, in millions, is: $99.7 in 1996; $88.3 in 1997; $76.9 in 1998; $65.4 in 1999; $54.2 in 2000 and $435.2 thereafter. The future minimum rental amounts do not include estimates for contingent rentals. Such contingent rentals, in millions, aggregated $26.8 in 1995, $24.6 in 1994 and $21.4 in 1993. 27 Property under Direct Financing Leases Leases that are, in substance, the financing of an asset purchase by the party leasing the property are recorded as property under direct financing leases. The Company, in its capacity as lessor, has removed the leased property from its books and recorded the future lease payments receivable using the following components (in thousands):
DECEMBER 31, ---------------------- 1995 1994 ---------------------- Total minimum lease payments to be received.................................... $ 15,303 $17,405 Estimated residual values of leased property.................................... 2,005 1,991 Unearned income.............................. (8,112) (9,545) -------- ------- Property under direct financing leases... $ 9,196 $ 9,851 ======== =======
The Company recognized rental revenue from direct financing leases as follows, in millions: $1.9 in 1995; $1.5 in 1994 and $1.6 in 1993. At December 31, 1995, minimum lease payments to be received in each of the five succeeding years, in millions, are: $1.8 in 1996 and 1997; $1.7 in 1998; $1.5 in 1999 and $1.1 in 2000. The future minimum lease payments do not include amounts for contingent rentals; contingent rental income on properties leased under direct financing leases, in millions, was $.7 in 1995, $.8 in 1994 and $.6 in 1993. Note 5. Lease Commitments The Company leases land and a shopping center from the owners, and then subleases these properties to other parties. Future minimum rentals under these operating leases, in millions, are: $1.4 in 1996; $1.3 in 1997 and 1998, $1.2 in 1999; $1.1 in 2000 and $19.6 thereafter. Future minimum rental payments on these leases have not been reduced by future minimum sublease rentals aggregating $14.7 million through 2017 that are due under various non-cancelable subleases. Rental expense (including insignificant amounts for contingent rentals) for operating leases aggregated, in millions: $1.8 in 1995 and $1.6 in 1994 and 1993. Sublease rental revenue (excluding amounts for improvements constructed by the Company on the leased land) from these leased properties was as follows, in millions: $2.2 in 1995; $2.1 in 1994 and $2.0 in 1993. Property under capital leases, consisting of a shopping center aggregating $6.5 million, is included in buildings and improvements at December 31, 1995 and 1994. Future minimum lease payments under these capital leases total $9.2 million, with annual payments due of $.2 million in each of 1996 through 2000, and $8.0 million thereafter. The amount of these total payments representing interest is $3.2 million. Accordingly, the present value of the net minimum lease payments is $6.0 million at December 31, 1995. Note 6. Related Party Transactions The Company has mortgage bonds and notes receivable of $15.9 million and $25.1 million, net of deferred gain of $5.5 million and $16.2 million, at December 31, 1995 and 1994, respectively, from WRI Holdings, Inc. ("Holdings"). The Company and Holdings share certain directors and are under common management. These receivables are collateralized by unimproved land and an investment in a joint venture which owned and managed eight motor hotels ("Hospitality"). The bonds and notes bear interest at rates of 16% and prime plus 1%, respectively. However, due to its poor financial condition, Holdings reduced the payment of interest to the Company in 1988 to the cash flow received from Hospitality and, accordingly, the Company limited the recognition of interest income for financial statement purposes to the same amount. 28 The Company does not anticipate receiving interest payments in excess of this cash flow in the near term. Interest income recognized for financial reporting purposes was $1.2 million, $1.6 million and $2.1 million in 1995, 1994 and 1993, respectively. During 1995, seven of the eight motor hotels owned by Hospitality were sold. The Company received $6.6 million in cash and substantive ownership of a three- year, interest-only $3.5 million note receivable from the purchaser which bears interest at 14% per annum. These proceeds were used to repay the $2.7 million net investment (cost less related deferred gain) in the mortgage bonds secured by the seven motels plus accrued interest and $7.4 million of notes receivable. The Company did not recognize any of the previously deferred gain on the transaction. The Company had an unrecorded receivable for interest on the mortgage bonds of $36.6 million and $28.6 million at December 31, 1995 and 1994, respectively. Interest income not recognized by the Company for financial reporting purposes aggregated, in millions, $8.0, $6.3 and $5.2 for 1995, 1994 and 1993, respectively. Management of the Company believes that the fair market value of the security collateralizing debt from Holdings is greater than the net investment in such debt and that there would not be a charge to operations if the Company were to foreclose on the debt. If foreclosure were required, the net investment in such debt would become the Company's basis of the repossessed assets. However, the Company does not currently anticipate foreclosure on Holdings' properties due to certain restrictions imposed on such assets in connection with the Company's REIT status. The Company's management does not presently believe that the net investment in the mortgage bonds and notes receivable from Holdings has been impaired. The Company owns an interest in several joint ventures and partnerships. Notes receivable from these entities bear interest at 8.5% to 10.5% at December 31, 1995 and are due at various dates through 2020. The Company recognized interest income on these notes as follows, in millions: $1.1 in 1995; $.9 in 1994 and $1.0 in 1993. Texas Commerce Bank National Association ("TCB") is a significant participant in and the agent for the banks that provide the Company's $200 million revolving credit agreement. The Company and TCB have two common directors. NOTE 7. SHARE OPTIONS AND AWARDS The Company has an incentive Share Option Plan which provides for the issuance of options and share awards up to a maximum of 500,000 common shares and expires in December 1997. The Company has an additional share option plan which grants 100 share options to every employee of the Company, excluding executive officers, upon completion of each five year interval of service. This plan, which expires in 2002, provides options for a maximum of 100,000 common shares. For both of these share option plans, options are granted to employees of the Company at an exercise price equal to the quoted fair market value of the common shares on the date the options are granted. All options and awards that are granted expire upon termination of employment or ten years from the date of the grant. In January 1994, the Company issued 62,900 restricted shares and granted 434,400 share options under a compensatory Incentive Share Plan for key officers of the Company. This plan, which expires in 2003, provides for a total of 500,000 shares, either in the form of restricted shares or options. The restricted shares generally vest over a ten-year period, with potential acceleration of vesting due to appreciation in the market value of the Company's shares. The share options vest over a five-year period beginning two years after the date of grant. Share options were granted at the market price on the date of grant. The Company recognized $.2 million of compensation expense relating to the restricted shares in both 1995 and 1994. 29 Following is a summary of the option activity for the three years ended December 31, 1995:
SHARES OPTION UNDER PRICE OPTION PER SHARE ---------- ---------------- Outstanding January 1, 1993............. 228,325 $19.50 - $34.00 Granted................................. 11,700 36.88 - 44.00 Exercised............................... (11,425) 19.50 - 36.88 ------- Outstanding, December 31, 1993.......... 228,600 19.50 - 44.00 Granted................................. 552,150 33.00 - 40.50 Canceled................................ (15,000) 31.00 - 41.50 Exercised............................... (18,500) 19.50 - 31.00 ------- Outstanding, December 31, 1994.......... 747,250 19.50 - 44.00 Granted................................. 3,510 34.00 - 38.00 Canceled................................ (26,500) 25.00 - 37.13 Exercised............................... (15,610) 25.00 - 31.00 ------- Outstanding, December 31, 1995.......... 708,650 $19.50 - $44.00 =======
At December 31, 1995, 314,884 common shares were available for the future grant of options or awards and options for 189,000 shares were exercisable. NOTE 8. COMMITMENTS AND CONTINGENCIES The Company was contingently liable at December 31, 1995 for $1.2 million of notes payable executed by various joint ventures and partnerships. The Company is involved in various matters of litigation arising in the normal course of business. While the Company is unable to predict with certainty the amounts involved, the Company's management and counsel are of the opinion that, when such litigation is resolved, the Company's resulting liability, if any, will not have a significant effect on the Company's consolidated financial position. In connection with the acquisition of certain property in exchange for the Company's common shares in 1994, the Company entered into an agreement with the seller under which the Company essentially guarantees that its common shares would exceed a specified value on a certain future date. If the shares' market value does not exceed the threshold specified in the agreement, the Company has the option to pay the seller the difference in cash, issue additional common shares (based upon the then market value of the shares) for the difference or settle the difference by a combination of paying cash and issuing shares. The Company has the option to settle the agreement in June 1996, December 1996 or June 1997. If the Company had settled this agreement at December 31, 1995, the cash settlement amount would have been $1.5 million or a maximum of 39,500 common shares would have been issued. In connection with a property acquisition in 1995, the Company issued .2 million common shares, and provided the seller with an option to put the shares back to the Company or require the Company to provide a third party buyer of the shares at a price of approximately $39 per share on May 1, 1996. The property acquired was initially recorded based on $39 per share. 30 NOTE 9. FEDERAL INCOME TAX CONSIDERATIONS Federal income taxes are not provided because the Company believes it qualifies as a REIT under the provisions of the Internal Revenue Code. Shareholders of the Company include their proportionate taxable income in their individual tax returns. As a REIT, the Company must distribute at least 95% of its ordinary taxable income to its shareholders and meet certain income source and investment restriction requirements. Taxable income differs from net income for financial reporting purposes principally because of differences in the timing of recognition of interest, ad valorem taxes, depreciation, rental revenue, pension expense and installment gains on sales of property. As a result of these differences, the book value of the Company's net assets exceeds its tax basis by $34.0 million at December 31, 1995. For federal income tax purposes, the cash dividends distributed to shareholders are characterized as follows:
1995 1994 1993 ------- ------- ----- Ordinary income............ 76.4% 94.0% 86.9% Return of capital (generally non-taxable)... 20.1 5.0 10.2 Long-term capital gains.... 3.5 1.0 2.9 ------- ------ ------ Total.................. 100.0% 100.0% 100.0% ======= ====== ======
NOTE 10. PENSION PLAN The Company has a defined benefit pension plan covering substantially all of its employees. The benefits are based on years of service and the employee's compensation during the last five years of service. The Company's funding policy is to make annual contributions as required by applicable regulations, however, the Company has not been required to make contributions for any of the past three years. The following table sets forth the plan's funded status and amounts recognized in the Company's balance sheet (in thousands):
1995 1994 --------- ------- Actuarial present value of: Vested benefit obligation........... $ 5,908 $ 5,218 ========= ======= Accumulated benefit obligation...... $ 5,976 $ 5,278 ========= ======= Projected benefit obligation........ $ 7,665 $ 6,748 Plan assets at fair value, primarily common stocks and bonds............ 7,654 6,270 --------- ------- Projected benefit obligation in excess of plan assets.............. (11) (478) Unrecognized prior service cost..... 149 196 Unrecognized net gain.............. (851) (33) Unrecognized net transition asset... (125) (198) --------- ------- Pension liability................ $ (838) $ (513) ========= =======
31
The components of net periodic pension cost are as follows (in thousands): 1995 1994 1993 ------- ------- ------- Service cost of benefits earned during the year............................. $ 300 $ 248 $ 115 Interest cost on projected benefit obligation........................... 478 422 482 Actual return on plan assets.......... (1,499) 428 (646) Net amortization and deferral......... 1,047 (948) 135 -------- -------- ------- Total............................ $ 326 $ 150 $ 86 ======= ======== =======
Assumptions used to develop periodic expense and the actuarial present value of projected benefit obligations for:
1995 1994 1993 ----- ----- ---- Weighted average discount rate......... 7.0% 7.0% 7.0% Expected long-term rate of return on plan assets........................... 8.0% 7.0% 7.0% Rate of increase in compensation levels 5.5% 5.5% 5.5%
NOTE 11. MARKETABLE SECURITIES The Company's investment in marketable debt securities at December 31, 1995 consists of U.S. government agency guaranteed pass-through certificates which mature through 2008. During 1995, the Company sold U.S. Treasury Notes with an amortized cost of $31.8 million as determined using the specific identification method and realized a gain of $.1 million. These securities, which were classified as "held to maturity", were sold due to changes in market rates coupled with a shift in the Company's philosophy regarding the holding of marketable securities. The Company's remaining investment was reclassified to "available for sale". At December 31, 1995 and 1994, the fair value of these investments totaled $16.3 million and $45.8 million, respectively. The amortized cost of the investments at December 31, 1995 and 1994 was $16.4 million and $49.9 million, respectively, and the related unrealized losses were $.1 million and $4.1 million, respectively. NOTE 12. FAIR VALUE OF FINANCIAL INSTRUMENTS Disclosure of fair value was determined by the Company using available market information and appropriate valuation methodologies as of December 31, 1995. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date, and current estimates of fair value may differ significantly from the amounts presented herein. Unless otherwise described below, all other financial instruments are carried at amounts which approximate their fair values. Based on rates currently available to the Company for debt with similar terms and average maturities, fixed-rate debt with a carrying value of $230.0 million has a fair value of approximately $242.5 million at December 31, 1995. The fair value of the Company's variable-rate debt approximates its carrying value of $59.3 million. The fair value of the interest rate swap agreements is based on the estimated amounts the Company would receive or pay to terminate the contracts at December 31, 1995. If the Company had terminated these agreements at December 31, 1995, the Company would have paid $5.0 million. 32 Fair value of the mortgage bonds and notes receivable from Holdings was not determined because it is not practical to reasonably assess the credit adjustment that would be applied in the marketplace for such bonds and notes receivable. NOTE 13. PRO FORMA FINANCIAL INFORMATION (UNAUDITED) During the year ended December 31, 1995, the Company acquired ten retail centers, its joint venture partners' interests in two other retail centers and one industrial project. The pro forma financial information for the years ended December 31, 1995 and 1994 shown below is based on the historical statements of the Company after giving effect to the acquisitions as if such acquisitions took place on January 1, 1995 and 1994, respectively. (In thousands, except per share amounts)
DECEMBER 31, ----------------------------------- 1995 1994 ----------- ---------- Proforma revenues................... $141,808 $133,278 ----------- ---------- Proforma net income................. $ 46,564 $ 47,285 ----------- ---------- Proforma net income per common share $ 1.76 $ 1.79 ----------- ----------
The pro forma financial information is presented for informational purposes only and may not be indicative of results that would have actually occurred if the acquisitions had been in effect at the dates indicated, nor does it purport to be indicative of the results that may be achieved in the future. NOTE 14. QUARTERLY FINANCIAL DATA (UNAUDITED) Summarized quarterly financial data for the years ended December 31, 1995 and 1994 is as follows:
FIRST SECOND THIRD FOURTH ------------------------------------ 1995: Revenues.................... $32,092 $32,659 $33,885 $35,561 Net income.................. 11,364 10,931 11,259 11,248 Net income per common share. 0.43 0.41 0.42 0.43 1994: Revenues.................... $28,889 $29,416 $31,126 $31,362 Net income.................. 10,591 10,216 11,873 11,108 Net income per common share. 0.41 0.39 0.45 0.42
NOTE 15. PRICE RANGE OF COMMON SHARES (UNAUDITED) The high and low sale prices per share of the Company's shares, as reported on the New York Stock Exchange composite tape, and dividends per share paid for the periods indicated were as follows:
HIGH LOW DIVIDENDS ---------- -------- ----------- 1995: First........................... $ 38 $34 1/2 $0.60 Second.......................... 38 1/8 34 1/4 0.60 Third........................... 37 7/8 35 1/8 0.60 Fourth.......................... 38 1/2 33 1/2 0.60
33
HIGH LOW DIVIDENDS ------- ------- --------- 1994: First ................. $40 1/2 $36 3/8 $0.57 Second ................ 39 7/8 36 3/4 0.57 Third ................. 39 1/2 34 3/4 0.57 Fourth ................ 38 1/8 32 3/4 0.57
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a) Information with respect to the Company's trust managers is incorporated by reference from pages 3 through 6 of the Company's Proxy Statement in connection with the Annual Meeting of Shareholders to be held May 2, 1996. ITEM 11. EXECUTIVE COMPENSATION Incorporated by reference from pages 11 through 13 of the Company's Proxy Statement in connection with the Annual Meeting of Shareholders to be held May 2, 1996. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Incorporated by reference from pages 2 through 4 of the Company's Proxy Statement in connection with the Annual Meeting of Shareholders to be held May 2, 1996. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Incorporated by reference from pages 18 through 20 of the Company's Proxy Statement in connection with the Annual Meeting of Shareholders to be held May 2, 1996. 34 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Financial Statements and Financial Statement Schedules:
PAGE ---- (1) (A) Independent Auditors' Report........................... 19 (B) Financial Statements (i) Statements of Consolidated Income for the years ended December 31, 1995, 1994 and 1993.......... 20 (ii) Consolidated Balance Sheets as of December 31, 1995 and 1994................................... 21 (iii) Statements of Consolidated Cash Flows for the years ended December 31, 1995, 1994 and 1993.... 22 (iv) Statements of Consolidated Shareholders' Equity for the years ended December 31, 1995, 1994 and 1993........................................ 23 (v) Notes to Consolidated Financial Statements....... 24
(2) Financial Statement Schedules:
SCHEDULE PAGE - -------- ---- II Valuation and Qualifying Accounts....... 41 III Real Estate and Accumulated Depreciation 42 IV Mortgage Loans on Real Estate........... 44
All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the consolidated financial statements and notes hereto. (b) No reports on Form 8-K were filed during the last quarter of the period covered by this annual report. (c) Exhibits: 3.1 -- Restated Declaration of Trust, with all amendments thereto (filed as Exhibit 3.1 to the Company's Registration Statement of Form S-3 (No. 33-49206) and incorporated herein by reference). 3.2 -- Bylaws of the Company (filed as Exhibit 3.2 to the Company's Registration Statement of Form S-3 (No. 33-49206) and incorporated herein by reference). 10.1+ -- 1988 Share Option Plan of the Company, as amended (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference). 10.2+ -- Weingarten Realty Investors Supplemental Retirement Account Plan, as Amended and Restated (filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, and incorporated herein by reference.) 10.3 -- 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. dated December 28, 1984, payable to the Company in the original principal amount of $3,150,000 (filed as Exhibit 10.8 to the Company's Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference). 10.3.1* -- Second Bonds Renewal and Extension Agreement, effective December 28, 1995, for the 16% Mortgage Bonds of WRI Holdings, Inc., payable to the Company in the original principal amount of $3,150,000. 35 10.4 -- Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Texas Commerce Bank National Association, as Trustee, relating to the 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. in the original principal amount of $3,150,000 (filed as Exhibit 10.9 to the Company's Registration Statement on Form S-4 (No. 33- 19730) and incorporated herein by reference). 10.4.1 -- Supplemental Indenture of Trust, dated February 22, 1995, between WRI Holdings, Inc. and Texas Commerce Bank National Association relating to the 16% Mortgage Bonds due December 28, 1994 of WRI Holdings, Inc. in the original principal amount of $3,150,000 (filed as Exhibit 10.4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.5* -- Second Supplemental Indenture of Trust between WRI Holdings, Inc. and Texas Commerce Trust Company of New York, as Trustee, amending Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Texas Commerce Bank National Association, as Trustee, relating to the 16% Mortgage Bonds Due 1994 of WRI Holdings, Inc. in the original principal amount of $3,150,000. 10.6 -- 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc., dated December 28, 1984, payable to the Company in the original principal amount of $16,682,000 (filed as Exhibit 10.10 to the Company's Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference). 10.7 -- Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Texas Commerce Bank National Association, as Trustee, relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $16,682,000 (filed as Exhibit 10.11 to the Company's Registration Statement on Form S-4 (No. 33- 19730) and incorporated herein by reference). 10.7.1 -- First Supplemental Indenture of Trust between WRI Holdings, Inc. and Texas Commerce Trust Company of New York, as Trustee, amending Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Texas Commerce Bank National Association, as Trustee, relating to the 16% Mortgage Bonds due 2004 of WRI Holdings, Inc. in the original principal amount of $16,682,000 (filed as Exhibit 10.7.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). 10.8* -- Third Amended Promissory Note, as restated, effective as of January 1, 1992, executed by WRI Holdings, Inc., pursuant to which it may borrow up to the principal sum of $40,000,000 from the Company. 10.9 -- 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc., dated December 28, 1984, payable to the Company in the original principal amount of $7,000,000 (filed as Exhibit 10.13 to the Company's Registration Statement on Form S-4 (No. 33-19730) and incorporated herein by reference). 10.10 -- Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Texas Commerce Bank National Association, as Trustee, relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $7,000,000 (filed as Exhibit 10.14 to the Company's Registration Statement on Form S-4 (No. 33- 19730) and incorporated herein by reference). 10.10.1 -- First Supplemental Indenture of Trust between WRI Holdings, Inc. and Texas Commerce Trust Company of New York, as Trustee, amending Trust Indenture, dated December 28, 1984, between WRI Holdings, Inc. and Texas Commerce Bank National Association, as Trustee, relating to the 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $7,000,000 (filed as Exhibit 10.10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989 and incorporated herein by reference). 36 10.11 -- Agreement Correcting Trust Indenture, dated February 11, 1985, relating to 16% Mortgage Bonds Due 2004 of WRI Holdings, Inc. in the original principal amount of $7,000,000 (filed as Exhibit 10.15 to the Company's Registration Statement on Form S-4 (No. 33- 19730) and incorporated herein by reference). 10.12 -- Amendment to Note Purchase Agreement, dated March 31, 1991, amending loan agreement, dated August 6, 1987, Life and Accident Insurance Company for $4,000,000, American General Life Insurance Company of Delaware for $4,000,000, Republic National Life Insurance Company for $3,000,000 and American Amicable Life Insurance Company of Texas for $2,000,000 (filed as Exhibit 10.15.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.13+ -- The Savings and Investment Plan for Employees of the Company, as amended (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference). 10.14+ -- The Fifth Amendment to Savings and Investment Plan for Employees of Weingarten Realty (filed as Exhibit 4.1.1 to the Company's Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 33-25581) and incorporated herein by reference). 10.15 -- Promissory Note and Line of Credit Loan Agreement in the amount of $5,000,000, effective as of May 13, 1991, between the Company, as payee, and Leisure Dynamics, Inc. as maker (filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.16 -- Promissory Note in the amount of $12,000,000 between the Company, as payee, and Plaza Construction, Inc., as maker (filed as Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.16.1* -- Seventh Renewal and Extension of Promissory Note in the amount of $12,000,000, effective as of December 1, 1995, between the Company, as payee, and Plaza Construction, Inc., as maker. 10.17 -- Amended and Restated Master Swap Agreement dated as of January 29, 1992, between the Company and Texas Commerce Bank National Association, (filed as Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.17.1 -- Rate Swap Transaction, dated as of May 15, 1992, between the Company and Texas Commerce Bank National Association, (filed as Exhibit 10.24.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.17.2 -- Rate Swap Transaction, dated as of June 24, 1992, between the Company and Texas Commerce Bank National Association, (filed as Exhibit 10.24.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.17.3 -- Rate Swap Transaction, dated as of July 2, 1992, between the Company and Texas Commerce Bank National Association, (filed as Exhibit 10.24.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.18 -- Credit Agreement dated as of November 22, 1994 between the Company and Texas Commerce Bank National Association as Agent and individually as a Bank, First Interstate Bank of Texas N.A. and the Banks defined therein, together with Amendment No. 1 to such Credit Agreement, dated as of January 31, 1995, (filed as Exhibit 10 to the Company's Registration Statement on Form S-3 (No. 33- 57659) and incorporated herein by reference). 37 10.18.1* -- Second, Third, Fourth, Fifth, and Sixth Amendments to Credit Agreement dated November 22, 1994 between the Company and Texas Commerce Bank National Association as Agent. 10.19 -- Note Purchase Agreement, dated April 1, 1994, between The Variable Annuity Life Insurance Company, American General Life Insurance Company and the Company in the amount of $30,000,000 (filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.20+ -- The 1993 Incentive Share Plan of the Company (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 (No. 33-52437) and incorporated herein by reference). 10.21 -- 7.10% Senior Medium Term Note (Series A) of the Company, dated 5-22-95, in the amount of $12,500,000 (filed as Exhibit 10.27 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference). 10.22 -- 7.29% Senior Medium Term Note (Series A) of the Company, dated 5-22-95, in the amount of $12,500,000 (filed as Exhibit 10.28 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference). 10.23 -- 7.35% Senior Medium Term Note (Series A) of the Company, dated 5-30-95, in the amount of $12,500,000 (filed as Exhibit 10.29 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference). 10.24 -- 7.125% Senior Medium Term Note (Series A) of the Company, dated 5-30-95, in the amount of $12,500,000 (filed as Exhibit 10.30 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference). 10.25 -- 7.22% Senior Medium Term Note (Series A) of the Company, dated 6-1-95, in the amount of $12,500,000 (filed as Exhibit 10.31 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference). 10.26 -- 6.82% Senior Medium Term Note (Series A) of the Company, dated 6-1-95, in the amount of $25,000,000 (filed as Exhibit 10.32 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference). 10.27 -- 7.28% Senior Medium Term Note (Series A) of the Company, dated 8-21-95, in the amount of $10,000,000 (filed as Exhibit 10.33 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995 and incorporated herein by reference). 10.28* -- 6.84% Senior Medium Term Note (Series A) of the Company, dated 11-7-95, in the amount of $2,000,000. 10.29* -- 6.84% Senior Medium Term Note (Series A) of the Company, dated 11-20-95, in the amount of $5,000,000. 10.30* -- 6.62% Senior Medium Term Note (Series A) of the Company, dated 12-11-95, in the amount of $10,000,000. 10.31* -- 6.65% Senior Medium Term Note (Series A) of the Company, dated 12-14-95, in the amount of $2,000,000. 10.32* -- Revolving Credit Note, dated September 20, 1995, between the Company and Texas Commerce Bank National Association in the amount of $73,000,000. 10.33* -- Revolving Credit Note, dated September 20, 1995, between the Company and NationsBank of Texas, N.A in the amount of $45,000,000. 38 10.34* -- Revolving Credit Note, dated September 20, 1995, between the Company and First Interstate Bank of Texas, N.A. in the amount of $40,000,000. 10.35* -- Revolving Credit Note, dated September 20, 1995, between the Company and Signet Bank/Virginia in the amount of $22,000,000. 10.36* -- Revolving Credit Note, dated September 20, 1995, between the Company and Commerzbank, A.G. in the amount of $20,000,000. 11.1* -- Computation of Net Income Per Common and Common Equivalent Share. 12.1* -- Computation of Fixed Charges Ratios. 21.1* -- Subsidiaries of the Registrant. 23.1* -- Consent of Deloitte & Touche LLP. 27.1* -- Financial Data Schedule. * Filed with this report. + Management contract or compensatory plan or arrangement.
39 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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 By: STANFORD ALEXANDER ---------------------------------- Stanford Alexander Chairman/Chief Executive Officer Date: March 26, 1996 Pursuant to the requirement of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE --------------- -------------------- ------------ By: STANFORD ALEXANDER Chairman and Trust March 26, 1996 --------------------------------- Manager Stanford Alexander (Chief Executive Officer) By: ANDREW M. ALEXANDER Executive Vice March 26, 1996 --------------------------------- President/Asset Andrew M. Alexander Management and Trust Manager By: MARTIN DEBROVNER President, Chief March 26, 1996 --------------------------------- Operating Officer Martin Debrovner and Trust Manager By: MELVIN DOW Trust Manager March 26, 1996 --------------------------------- MELVIN DOW By: STEPHEN A. LASHER Trust Manager March 26, 1996 --------------------------------- Stephen A. Lasher By: JOSEPH W. ROBERTSON, JR. Executive Vice March 26, 1996 --------------------------------- President and Joseph W. Robertson, Jr. Trust Manager (Chief Financial Officer) By: DOUGLAS W. SCHNITZER Trust Manager March 26, 1996 --------------------------------- Douglas W. Schnitzer By: MARC J. SHAPIRO Trust Manager March 26, 1996 --------------------------------- Marc J. Shapiro By: J.T. TROTTER Trust Manager March 26, 1996 --------------------------------- J.T. Trotter By: STEPHEN C. RICHTER Vice President and March 26, 1996 --------------------------------- Treasurer Stephen C. Richter (Principal Accounting Officer)
40 SCHEDULE II WEINGARTEN REALTY INVESTORS VALUATION AND QUALIFYING ACCOUNTS DECEMBER 31, 1995, 1994 AND 1993 (AMOUNTS IN THOUSANDS)
CHARGED BALANCE AT TO COSTS CHARGED BALANCE BEGINNING AND TO OTHER DEDUCTIONS AT END OF DESCRIPTION OF PERIOD EXPENSES ACCOUNTS (A) PERIOD - -------------------------- ------------ ------------- ------------- ------------ ------------ 1995: Allowance for Doubtful Accounts $1,007 $1,126 $ 697 $1,436 1994: Allowance for Doubtful Accounts 938 1,261 1,192 1,007 1993: Allowance for Doubtful Accounts 755 844 661 938
- -------------- Note A -- Write-offs of accounts receivable previously reserved. 41 SCHEDULE III WEINGARTEN REALTY INVESTORS REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1995 (AMOUNTS IN THOUSANDS)
TOTAL COST ---------------------------------------------------------- PROPERTY UNDER BUILDINGS PROJECTS DIRECT AND UNDER FINANCING TOTAL ACCUMULATED ENCUMBRANCES LAND IMPROVEMENTS DEVELOPMENT LEASES COST DEPRECIATION (A) ---------- ----------------- -------------- ----------- --------- --------------- --------------- SHOPPING CENTERS: Texas................. $111,280 $404,713 $7,156 $523,149 $154,666 $ 5,052 Other States.......... 28,219 155,818 2,040 186,077 32,769 8,602 ---------- ----------------- -------------- ----------- --------- --------------- --------------- Total Shopping Centers............. 139,499 560,531 9,196 709,226 187,435 13,654 INDUSTRIAL PROPERTIES: Texas................. 11,553 55,107 66,660 16,566 3,763 OFFICE BUILDING: Texas................. 534 13,331 13,865 9,378 MULTI-FAMILY RESIDENTIAL PROPERTIES: Texas................. 399 1,098 1,497 641 1,100 ---------- ----------------- -------------- ----------- --------- --------------- --------------- Total Improved Properties............ 151,985 630,067 9,196 791,248 214,020 18,517 ---------- ----------------- -------------- ----------- --------- --------------- --------------- LAND UNDER DEVELOPMENT: Texas................. $38,596 38,596 Other States.......... 1,868 1,868 ---------- ----------------- -------------- ----------- --------- --------------- --------------- Total Land Under Development......... 40,464 40,464 ---------- ----------------- -------------- ----------- --------- --------------- --------------- LEASED PROPERTY (SHOPPING CENTER) UNDER CAPITAL LEASE: Louisiana............. 6,534 6,534 2,637 6,001 ---------- ----------------- -------------- ----------- --------- --------------- --------------- CONSTRUCTION IN PROGRESS: Texas................. 11,176 11,176 Other States.......... 472 472 ---------- ----------------- -------------- ----------- --------- --------------- --------------- Total Construction in Progress............ 11,648 11,648 ---------- ----------------- -------------- ----------- --------- --------------- --------------- TOTAL OF ALL PROPERTIES............ $151,985 $636,601 $52,112 $9,196 $849,894 $216,657 $24,518 ========== ================= ============== =========== ========= =============== ===============
NOTE A - ENCUMBRANCES DO NOT INCLUDE $62.6 MILLION OUTSTANDING UNDER A $35 MILLION 14-YEAR TERM LOAN AND A $30 MILLION 20-YEAR TERM LOAN, BOTH PAYABLE TO A GROUP OF INSURANCE COMPANIES SECURED BY A PROPERTY COLLATERAL POOL INCLUDING ALL OR PART OF 8 SHOPPING CENTERS. 42 SCHEDULE III (CONTINUED) THE CHANGES IN TOTAL COST OF THE PROPERTIES FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 WERE AS FOLLOWS:
1995 1994 1993 ----------- --------- -------- BALANCE AT BEGINNING OF YEAR $735,134 $634,814 $540,671 ADDITIONS AT COST........... 115,687 101,402 95,502 RETIREMENTS OR SALES........ (1,433) (1,082) (2,485) OTHER CHANGES (B)........... 506 1,126 ----------- --------- -------- BALANCE AT END OF YEAR..... $849,894 $735,134 $634,814 =========== ========= ========
THE CHANGES IN ACCUMULATED DEPRECIATION FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 WERE AS FOLLOWS:
1995 1994 1993 ----------- --------- -------- BALANCE AT BEGINNING OF YEAR $191,427 $168,405 $150,366 ADDITIONS CHARGED TO EXPENSE 25,541 23,027 18,740 RETIREMENTS OR SALES........ (311) (5) (701) ----------- --------- -------- BALANCE AT END OF YEAR...... $216,657 $191,427 $168,405 =========== ========= ========
NOTE B -- TRANSFERRED FROM NET INVESTMENT IN DIRECT FINANCING LEASES. 43 SCHEDULE IV WEINGARTEN REALTY INVESTORS MORTGAGE LOANS ON REAL ESTATE DECEMBER 31, 1995 (AMOUNTS IN THOUSANDS)
FINAL PERIODIC FACE CARRYING INTEREST MATURITY PAYMENT AMOUNT OF AMOUNT OF RATE DATE TERMS MORTGAGES MORTGAGES(B) ---------- ---------- -------------------- -------------- ------------- SHOPPING CENTERS: FIRST MORTGAGES: SHELDON FOREST CHANNELVIEW, TX PRIME 12-31-96 VARYING ($179 BALLOON) $ 179 $ 179 PHELAN BOULEVARD BEAUMONT, TX PRIME 12-31-96 VARYING ($129 BALLOON) 733 129 +2% EASTEX VENTURE BEAUMONT, TX PRIME 12-31-96 VARYING ($2,275 BALLOON) 3,500 2,275 +1 1/2 MAIN/O.S.T., LTD. HOUSTON, TX 9.3% 02-01-20 $476 ANNUAL P & I 4,800 4,705 ($1,241 BALLOON) INDUSTRIAL: FIRST MORTGAGES: RAILWOOD HOUSTON, TX 10% 12-28-04 VARYING 7,000 6,223 ($6,223 BALLOON) RIVER POINTE, CONROE, TX (NOTE C) 9% 11-30-03 VARYING 2,133 1,882 LITTLE YORK, HOUSTON, TX (NOTE C) 9% 12-31-03 VARYING 1,922 1,672
44
FINAL PERIODIC FACE CARRYING INTEREST MATURITY PAYMENT AMOUNT OF AMOUNT OF RATE DATE TERMS MORTGAGES MORTGAGES(B) ----------- --------- --------------------- -------------- -------------- MULTI-FAMILY RESIDENTIAL FIRST MORTGAGES: STANFORD COURT APARTMENTS HOUSTON, TX 8.00% 03-30-98 VARYING 1,440 1,414 UNIMPROVED LAND: SECOND MORTGAGE: RIVER POINTE CONROE, TX PRIME 12-01-96 VARYING 12,000 9,313 +1% ($9,313 BALLOON) HOTELS: SECOND MORTGAGE: HOSPITALITY VENTURE, HOUSTON, TX 14% 09-01-98 MONTHLY 3,500 3,500 INTEREST ONLY ($3,500 BALLOON) ------------ -------- TOTAL MORTGAGE LOANS ON REAL ESTATE (NOTE A) $37,207 $31,292 ============ ========
NOTE A -- CHANGES IN MORTGAGE LOANS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 ARE SUMMARIZED BELOW:
1995 1994 1993 ----------- --------- -------- BALANCE, BEGINNING OF YEAR $28,719 $25,635 $30,357 NEW MORTGAGE LOANS 3,500 1,354 456 ADDITIONS TO EXISTING LOANS 1,041 2,032 251 COLLECTIONS OF PRINCIPAL (1,968) (302) (5,429) ----------- --------- -------- BALANCE, END OF YEAR $31,292 $28,719 $25,635 =========== ========= ========
NOTE B -- THE AGGREGATE COST AT DECEMBER 31, 1995 FOR FEDERAL INCOME TAX PURPOSES IS $28,067. NOTE C -- PRINCIPAL PAYMENTS ARE DUE MONTHLY TO THE EXTENT OF CASH FLOW GENERATED BY THE UNDERLYING PROPERTY. 45 EX-10.3.1 2 AGREEMENT EXHIBIT 10.3.1 BONDS SECOND RENEWAL AND EXTENSION AGREEMENT -------------------------------------------- This BONDS SECOND RENEWAL AND EXTENSION AGREEMENT (this "Second Renewal") is executed this _______ day of March, 1996 (the "Execution Date"), but effective as of December 28, 1995, by and between WRI HOLDINGS, INC. ("Maker"), a Texas corporation, and WEINGARTEN REALTY INVESTORS ("Payee"), a Texas real estate investment trust. W I T N E S S E T H: ------------------- WHEREAS, the Payee is the sole legal owner and holder of those certain 16% Mortgage Bonds Due 1994 (the "Original Bonds") dated December 28, 1984, in the face principal sum of THREE MILLION ONE HUNDRED FIFTY THOUSAND and NO/100 DOLLARS ($3,150,000.00) executed by Maker payable to the order of Weingarten Realty, Inc. ("WRI"), a Texas corporation, payable as therein provided, which Bonds are secured by (i) that certain Trust Indenture (the "Original Trust Indenture") dated December 28, 1984 executed by Maker and Texas Commerce Bank National Association (the "Trustee"), a national banking association, (ii) that certain River Pointe Negative Pledge Agreement (the "Original Negative Pledge") dated December 28, 1984 executed by Maker, Payee, and Plaza Construction, Inc. ("Plaza"), and (iii) such other documents, instruments, and agreements executed in connection with, as security for, or as evidence of the obligations evidenced by the Bonds (collectively, the Original Trust Indenture, the Original Negative Pledge, and such other documents, instruments, and agreements being called the "Original Security Instruments"); and WHEREAS, WRI assigned and conveyed all of its property, both real and personal, to Payee, as evidenced by that certain Master Deed and General Conveyance, by and between WRI and Payee dated April 5, 1988; and WHEREAS, effective as of December 28, 1995, Maker and Payee renewed and extended the maturity date of the Original Bonds to December 28, 1995 pursuant to the terms of that certain Bonds Renewal and Extension Agreement ("First Renewal") dated as of December 28, 1994 between Maker and Payee (the Original Bonds, Original Negative Pledge, and Original Security Instruments, each as modified, renewed, and extended by the First Renewal, being called the "Bonds," the "Negative Pledge," and the "Security Instruments," respectively); and WHEREAS, Maker and Payee amended and supplemented the terms of the Original Trust Indenture to reflect the renewal and extension of the Bonds as provided in the First Renewal, such amendment being evidenced by that certain Supplemental Trust Indenture dated as of December 28, 1994 between Maker, Trustee, and Payee; and WHEREAS, of even date herewith, Maker, the Trustee, and Payee have further amended and supplemented the terms of the Trust Indenture pursuant to that certain Second Supplemental Trust Indenture (the Original Trust Indenture, as amended and supplemented by the 1 Supplemental Trust Indenture and the Second Supplemental Trust Indenture, being called the "Trust Indenture"); and WHEREAS, the Bonds mature on December 28, 1995, and Maker and Payee now propose to renew and extend the maturity date of the Bonds and to continue the liens and priority of the Security Instruments as security for the payment of the Bonds, as set forth more particularly herein; and WHEREAS, in consideration for the extension of the maturity of the Bonds, Maker and Payee also desire to amend the terms of the Bonds to permit Payee to call the maturity of the Bonds as more particularly set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Maker and Payee hereby agree as follows: 1. The Maker reaffirms its promise to pay to the order of the Payee, at 2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77008, the principal balance due and owing on the Bonds, with interest accrued thereon, as provided in the Bonds, except that the maturity date of the Bonds is hereby renewed and extended to December 28, 1996, at which time the unpaid principal balance of the Bonds plus all accrued and unpaid interest thereon shall be due and payable. All liens, pledges, and security interests securing the payment of the Bonds, including, but not limited to, the liens, pledges and security interests granted in the Trust Indenture and the Negative Pledge, are hereby renewed, extended and carried forward to secure payment of the Bonds, as hereby amended, and the Security Instruments are hereby amended to reflect that the maturity date of the Bonds is December 28, 1996. 2. In consideration for the extension of the maturity of the Bonds as provided herein, Maker and Payee hereby agree that the Bonds are further modified and amended to insert the following provision as paragraph 15 of the Bonds: "15. Notwithstanding any provision to the contrary in this Security, the Indenture, or any other documents evidencing, securing, or relating to the indebtedness evidenced by this Security, and without regard to the occurrence of any default or breach under the terms of this Security, the Indenture, or such other documents, Payee, at any time during the term of this Security, upon thirty (30) days prior written notice to Maker and the Trustee (as that term is defined in the Indenture), may declare the entire outstanding principal balance of this Security together with all accrued and unpaid interest thereon (whether such interest is evidenced by this Security or another instrument or promissory note) immediately due and payable without any penalty or premium. Payee shall send 2 its notice of intention to declare such indebtedness due in accordance with the notice provisions of the Indenture. If this Security is owned by more than one owner, a majority of the owners of this Security (as determined by the principal amount owed to such owners) may declare the indebtedness evidenced by this Security due pursuant to the terms of this paragraph." 3. Maker hereby represents and warrants to Payee that (a) Maker is the sole legal and beneficial owner of the Trust Estate (as that term is defined in the Trust Indenture); (b) Maker has the full power and authority to make the agreements contained in this Second Renewal without joinder and consent of any other party; and (c) the execution, delivery and performance of this Second Renewal will not contravene or constitute an event which itself or which with the passing of time or giving of notice or both would constitute a default under any trust deed, deed of trust, loan agreement, indenture or other agreement to which Maker is a party or by which Maker or any of its property is bound. Maker hereby agrees to indemnify and hold harmless Payee against any loss, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by Maker in this Section 3 proving to be untrue in any material respect. 4. To the extent that the Bonds are inconsistent with the terms of this Second Renewal, the Bonds are hereby modified and amended. Except as modified, renewed and extended by this Second Renewal, the Bonds remain unchanged and continue unabated and in full force and effect as the valid and binding obligation of the Maker. 5. In conjunction with the extension and renewal of the Bonds and the Security Instruments, Maker hereby extends and renews the liens, pledges, and security interests as created and granted in the Security Instruments until the indebtedness secured thereby, as so extended and renewed, has been fully paid, and agrees that such extension and renewal shall in no manner affect or impair the Bonds or the liens, pledges, and security interests securing same, and that said liens, pledges, and security interests shall not in any manner be waived. The purpose of this Second Renewal is simply to extend the time of payment of the obligation evidenced by the Bonds and any indebtedness secured by the Security Instruments, as modified by this Second Renewal, to add the foregoing call provision, and to carry forward all liens, pledges, and security interests securing the same, which are acknowledged by Maker to be valid and subsisting. 6. Maker covenants and warrants that the Payee is not in default under the Bonds Security Instruments, or this Second Renewal (collectively referred to as the "Loan Instruments") that there are no defenses, counterclaims or offsets to such Loan Instruments; and that all of the provisions of the Loan Instruments, as amended hereby, are in full force and effect. 7. Maker agrees to pay all costs incurred in connection with the execution and consummation of this Second Renewal, including but not limited to, all recording costs and the reasonable fees and expenses of Payee's counsel. 3 8. If any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition, or provision herein contained. 9. Payee is the sole owner and holder of the Bonds. Maker and Payee acknowledge and agree that the outstanding principal balance of the Bonds as of December 28, 1995 is $3,150,000.00. 10. Payee is an unincorporated trust organized under the Texas Real Estate Investment Trust Act. Neither the shareholders of Payee, nor its Trust Managers, officers, employees, or other agents shall be personally, corporately, or individually liable, in any manner whatsoever, for any debt, act, omission, or obligation of Payee, and all persons having claims of any kind whatsoever against Payee shall look solely to the property of Payee for the enforcement of their rights (whether monetary or nonmonetary) against Payee. EXECUTED this day and year first above written, but effective for all purposes as of December 28, 1995. WRI HOLDINGS, INC., a Texas corporation By: [SIGNATURE APPEARS HERE] ______________________________ Martin Debrovner Vice President "Maker" WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust By: [SIGNATURE APPEARS HERE] ______________________________ Bill Robertson, Jr. Executive Vice President "Payee" 4 THE STATE OF TEXAS ) ) ) COUNTY OF HARRIS ) This instrument was acknowledged before me on this 6th day of March, 1996, by Martin Debrovner, Vice President of WRI HOLDINGS, INC., a Texas corporation, on behalf of said corporation. [SIGNATURE APPEARS HERE] ________________________________ Notary Public, State of Texas [SEAL APPEARS HERE] THE STATE OF TEXAS ) ) ) COUNTY OF HARRIS ) This instrument was acknowledged before me on this 6th day of March, 1996 by Bill Robertson, Jr., Executive Vice President of WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust, on behalf of said real estate investment trust. [SIGNATURE APPEARS HERE] ________________________________ Notary Public, State of Texas [SEAL APPEARS HERE] 5 EX-10.5 3 INDENTURE OF TRUST EXHIBIT 10.5 SECOND SUPPLEMENTAL TRUST INDENTURE ----------------------------------- This SECOND SUPPLEMENTAL TRUST INDENTURE (this "Second Supplemental Indenture") is executed this ______ day of March, 1996 (the "Execution Date"), but effective as of December 28, 1995, by and between WRI HOLDINGS, INC. (the "Company"), a Texas corporation, and TEXAS COMMERCE BANK NATIONAL ASSOCIATION (the "Trustee"), a national banking association. W I T N E S S E T H: ------------------- WHEREAS, the Company and the Trustee executed that certain Trust Indenture (the "Original Trust Indenture") dated December 28, 1984 to secure the performance of the Company under the terms of that certain 16% Mortgage Bonds Due 1994 (the "Original Bonds") executed by the Company payable to the order of Weingarten Realty, Inc. ("WRI") dated December 28, 1984 in the face principal amount of THREE MILLION ONE HUNDRED FIFTY THOUSAND and NO/100 DOLLARS ($3,150,000.00), payable as therein provided; and WHEREAS, WRI assigned and conveyed all of its property, both real and personal, to Weingarten Realty Investors ("Weingarten"), a Texas real estate investment trust, as evidenced by that certain Master Deed and General Conveyance, by and between WRI and Weingarten dated April 5, 1988; and WHEREAS, effective as of December 28, 1995, the Company and Weingarten renewed and extended the maturity date of the Original Bonds to December 28, 1995 pursuant to the terms of that certain Bonds Renewal and Extension Agreement ("First Renewal") dated as of December 28, 1994 between the Company and Weingarten (the Original Bonds, as renewed and extended by the First Renewal, being called the "Bonds"); and WHEREAS, the Company and Weingarten amended and supplemented the terms of the Original Trust Indenture to reflect the renewal and extension of the Bonds as provided in the First Renewal, such amendment being evidenced by that certain Supplemental Trust Indenture dated as of December 28, 1994 between the Company, the Trustee and Weingarten (the Original Trust Indenture, as amended and supplemented by the Supplemental Trust Indenture, being called the "Trust Indenture"); and WHEREAS, the Bonds mature on December 28, 1995, and the Company and Weingarten have agreed to renew and extend the maturity date of the Bonds and to continue the liens, pledges, and security interests securing the payment of the Bonds, as set forth in that certain Bonds Second Renewal and Extension Agreement ("Second Renewal") dated effective as of December 28, 1995, executed by the Company and Weingarten, Weingarten being the sole legal owner and holder of the Bonds; and 1 WHEREAS, the Company and Weingarten also amended the terms of the Bonds to grant Weingarten the right to call the Bonds due prior to their maturity subject to the terms of the Second Renewal; and WHEREAS, the Company and the Trustee desire to amend and supplement the Trust Indenture to reflect the renewal and extension of the maturity date of the Bonds to December 28, 1996 and to evidence the addition of a call provision to the Bonds. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Trustee hereby agree as follows: 1. Except as otherwise provided in this Second Supplemental Indenture, all capitalized terms used in this Second Supplemental Indenture shall have the meanings ascribed to those terms in the Trust Indenture. 2. The Company and the Trustee acknowledge that the Company has reaffirmed its promise to pay to the order of the Payee, at 2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77008, the principal balance due and owing on the Bonds, with interest accrued thereon, as provided in the Bonds, except that the maturity date of the Bonds has been renewed and extended to December 28, 1996, at which time the unpaid principal balance of the Bonds plus all accrued and unpaid interest thereon shall be due and payable. All liens, pledges, and security interests securing the Bonds granted under the terms of the Trust Indenture, are hereby renewed, extended and carried forward to secure payment of the Bonds, as hereby amended, and the Trust Indenture is hereby amended to reflect that the maturity date of the Bonds is December 28, 1996. 3. In consideration for the extension of the maturity date of the Bonds as provided in the Second Renewal, the Trust Indenture is further modified and amended to insert the following provision as section 4.14 to the Trust Indenture: "SECTION 4.14. RIGHT TO CALL DEBT DUE. Notwithstanding any provision to the contrary in this Indenture, the Securities, or any other documents evidencing, securing, or relating to the indebtedness evidenced by the Securities, and without regard to the occurrence of any default or breach under the terms of this Indenture, the Securities, or such other documents, the Trustee, or the Holder, at any time during the term of this Indenture, upon thirty (30) days prior written notice to the Company, may declare the entire outstanding principal balance of the Securities together with all accrued and unpaid interest thereon (whether such interest is evidenced by the Securities or another instrument or promissory note) immediately due and payable without any penalty or premium. Such notice of intention to declare such indebtedness 2 due shall be sent in accordance with the notice provisions of this Indenture. If the Securities are owned by more than one Holder, a majority of the Holders (as determined by the principal amount owed to such owners) may declare the indebtedness evidenced by the Securities due pursuant to the terms of this Section. The failure of the Company to pay such indebtedness when declared due pursuant to the terms of this Section shall constitute an Event of Default under this Indenture." 4. The Company hereby represents and warrants to the Trustee that (a) the Company is the sole legal and beneficial owner of the Trust Estate; (b) the Company has the full power and authority to make the agreements contained in this Second Supplemental Indenture without joinder and consent of any other party; and (c) the execution, delivery and performance of this Second Supplemental Indenture will not contravene or constitute an event which itself or which with the passing of time or giving of notice or both would constitute a default under any trust deed, deed of trust, loan agreement, indenture or other agreement to which the Company is a party or by which the Company or any of its property is bound. The Company hereby agrees to indemnify and hold harmless the Trustee against any loss, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by the Company in this Section 4 proving to be untrue in any material respect. 5. To the extent that the Trust Indenture is inconsistent with the terms of this Second Supplemental Indenture, the Trust Indenture is hereby modified and amended. Except as modified, renewed and supplemented by this Second Supplemental Indenture, the Trust Indenture remains unchanged and continues unabated and in full force and effect as the valid and binding obligation of the Company. 6. The Company covenants and warrants that the Trustee is not in default under the Trust Indenture, as supplemented by this Second Supplemental Indenture (collectively referred to as the "Indenture"), that there are no defenses, counterclaims or offsets to the Bonds or the Indenture, and that all of the provisions of the Bonds and the Indenture are in full force and effect. 7. The Company agrees to pay all costs incurred in connection with the execution and consummation of this Second Supplemental Indenture, including but not limited to, all recording costs and the reasonable fees and expenses of Trustee's counsel. 8. If any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition, or provision herein contained. 9. The Company acknowledges and agrees that the outstanding principal balance of the Bonds as of December 28, 1995 is $3,150,000.00. 3 10. Weingarten joins herein to consent to the amendment and supplement of the terms of the Trust Indenture as set forth in this Second Supplemental Indenture and to acknowledge and represent that Weingarten is the sole owner and holder of the Bonds. Weingarten is an unincorporated trust organized under the Texas Real Estate Investment Trust Act. Neither the shareholders of Weingarten, nor its Trust Managers, officers, employees, or other agents shall be personally, corporately, or individually liable, in any manner whatsoever, for any debt, act, omission, or obligation of Weingarten, and all persons having claims of any kind whatsoever against Weingarten shall look solely to the property of Weingarten for the enforcement of their rights (whether monetary or nonmonetary) against Weingarten EXECUTED this day and year first above written, but effective for all purposes as of December 28, 1995. WRI HOLDINGS, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Martin Debrovner Vice President "Company" TEXAS COMMERCE BANK NATIONAL ASSOCIATION [SIGNATURE APPEARS HERE] By: ___________________________ Wayne Mentz Assistant Vice President and Trust Officer "Trustee" WEINGARTEN REALTY INVESTORS [SIGNATURE APPEARS HERE] By: ___________________________ Bill Robertson, Jr. Executive Vice President "Weingarten" 4 THE STATE OF TEXAS ) ) ) COUNTY OF HARRIS ) This instrument was acknowledged before me on this 6th day of March, 1996, by Martin Debrovner, Vice President of WRI HOLDINGS, INC., a Texas corporation, on behalf of said corporation. [SIGNATURE APPEARS HERE] _____________________________ Notary Public, State of Texas [SEAL APPEARS HERE] THE STATE OF TEXAS ) ) ) COUNTY OF HARRIS ) This instrument was acknowledged before me on this _______ day of March, 1996 by Wayne Mentz, Assistant Vice President of TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association, on behalf of said national banking association. ________________________________ Notary Public, State of Texas THE STATE OF TEXAS ) ) ) COUNTY OF HARRIS ) This instrument was acknowledged before me on this 6th day of March, 1996 by Bill Robertson, Jr., Executive Vice President of WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust, on behalf of said real estate investment trust. [SIGNATURE APPEARS HERE] -------------------------------- Notary Public, State of Texas [SEAL APPEARS HERE] 5 EX-10.8 4 PROMISSORY NOTE EXHIBIT 10.8 THIRD AMENDED PROMISSORY NOTE $40,000,000.00 Houston, Texas January 1, 1995 FOR VALUE RECEIVED, and as hereinafter specified, WRI HOLDINGS, INC., a Texas corporation ("Maker"), promises to pay to the order of WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust ("Payee"), at 2600 Citadel Plaza Drive, Houston, Texas 77008 (or such other address as may be designated in writing by Payee), in lawful money of the United States of America, which shall be legal tender for the payment of all debts, public and private, (i) the principal sum of FORTY MILLION and NO/100 DOLLARS ($40,000,000.00), or so much thereof as may, from time to time, be advanced by Payee pursuant to that certain Deficit Loan Agreement dated December 28, 1984, between Maker and Weingarten Realty, Inc. ("WRI", predecessor-in-interest of Payee), as amended by that certain First Amendment of Deficit Loan Agreement and Modification of Interest Rate dated November 17, 1987, effective as of September 30, 1987, between Maker and WRI, as further amended by that certain Second Amendment of Deficit Loan Agreement and Modification of Promissory Note dated August 1, 1991, effective as of January 1, 1991, between Maker and Payee, as further amended by that certain Third Amendment of Deficit Loan Agreement and Modification of Promissory Note dated March 11, 1994, effective as of January 1, 1993, between Maker and Payee, as further amended by that certain Fourth Amendment of Deficit Loan Agreement and Modification of Promissory Note of even date herewith, effective as of January 1, 1995 (collectively, the "Deficit Loan Agreement"); (ii) interest from the date hereof until maturity upon the balance of the principal sum remaining unpaid from time to time (such balance being referred to 1 herein as the "Principal Balance") (a) to cover the Interest Difference only on the Railwood Bond and the River Pointe Bond, at the lesser of (A) the total of the prime rate announced from time to time by Texas Commerce Bank National Association plus two percentage points per annum or (B) the highest lawful rate ("Maximum Rate") permitted by Applicable Law (as hereinafter defined) and (b) to cover the Interest Difference on the Hospitality Bond, at the Maximum Rate permitted by Applicable Law; and (iii) interest upon all past-due principal and accrued interest from maturity until paid at the Maximum Rate permitted by Applicable Law. All sums paid or agreed to be paid to Payee for the use, forbearance or detention of the indebtedness evidenced hereby shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full, so that the maximum lawful rate of interest or the maximum amount of interest that may be charged, contracted for or received under Applicable Law on account of such indebtedness does not exceed the Maximum Rate permitted by Applicable Law from time to time in effect and applicable to the indebtedness evidenced hereby for so long as such indebtedness is outstanding hereunder. The term "Applicable Law," shall mean that law in effect from time to time and applicable to this Note which lawfully permits the charging and collection of the highest permissible lawful, non-usurious rate of interest on this Note, including laws of the State of Texas and laws of the United States of America. It is intended that Tex. Rev. Civ. Stat. Ann., Art. 5069-1.04, as amended, shall be included in the laws of the State of Texas in determining Applicable Law, and for the purpose of applying said Article 5069-1.04 to 2 this Note, it is agreed between Maker and Payee that the interest ceiling applicable to this Note under said Article 5069-1.04 shall be the quarterly rate ceiling. In no event shall the provisions of Article 5069 Ch 15 of the Revised Civil Statutes of Texas (which regulates certain revolving credit loan accounts and revolving tri-party accounts) apply to the loan evidenced hereby. The entire unpaid Principal Balance, together with all accrued, unpaid interest thereon, shall be finally due and payable on the 28th day of December, 2004 if not sooner paid (the "Maturity Date"), and with interest computed from and after the Maturity Date at the Maximum Rate permitted by Applicable Law, until all amounts due hereunder are paid in full. The Maker of this Note shall have the right to prepay all or any portion of the Principal Balance of this Note at any time without notice or any prepayment penalty. Any amounts so prepaid shall be applied, first, to accrued interest and, next, to principal coming due in the inverse order of maturity. This Note shall be accelerated and become immediately due and payable, at the option of the Payee or other holder hereof, without presentment, demand, notice of intent to accelerate, notice of acceleration or any other notice (other than the notice set forth herein) to the Maker or any other person obligated or to become obligated hereon upon default continuing for a period of ten (10) calendar days after receipt of written notice to Maker of a particular event of default then existing in the payment of any sum due hereon or default continuing for a period of twenty (20) calendar days after receipt of written notice to Maker of a particular event of default then existing under the terms of any of the Security Instruments (hereafter referred to). Any notice provided for hereunder shall be deemed to 3 be delivered three (3) calendar days after being deposited in the United States Mail, postage prepaid, Certified Mail, return receipt requested, addressed to Maker at Maker's address given below, or at such other address as such party may have theretofore delivered in accordance herewith. Notice may also be given by telegram, messenger service or other personal delivery, and shall be deemed to be delivered when received. Notwithstanding anything to the contrary set forth in this Note, Payee or other holder hereof may, at its option, without presentment or demand or any further notice (other than as expressly set forth in the following sentence) to the Maker or any other person obligated hereon, declare this Note, and all sums due and payable hereunder, immediately due and payable, at any time. Payee or such other holder hereof shall deliver to Maker or such other person obligated or to become obligated hereon notice of such election to accelerate the maturity of this Note as provided for in the immediately preceding sentence, by delivering to such Maker or other person obligated hereon six (6) months' prior written notice thereof, such notice to be delivered in accordance with the notice provisions hereinabove provided. Except as hereinabove expressly set forth, the Maker and all sureties, guarantors and endorsers of this Note (i) waive demand, notice of intent to accelerate, notice of acceleration, grace, protest, notice of protest and presentment, and all other notices (except as otherwise expressly provided for herein), (ii) agree that the Payee or other holder hereof shall not be required first to institute suit or exhaust its remedies hereon against the Maker or others liable to or to become liable hereon in order to enforce payment of this Note by them, (iii) agree and consent that this Note may be renewed and the time of payment extended, without notice and without releasing any of said parties, (iv) agree that 4 the failure to exercise any option or election herein upon the occurrence of any event of default shall not be construed as a waiver of the right to exercise such option or election at any later date or upon the occurrence of a subsequent event of default, (v) agree that, without any notice, Payee may from time to time agree to substitute, exchange or release any part or parts of the property and interests securing the payment of this Note, with or without consideration, and (vi) agree that, without any notice, Payee may from time to time agree to any substitution, exchange or release of any party primarily or secondarily liable hereon. If this Note is collected by suit, through probate or bankruptcy court or any other judicial proceedings, after default by the Maker, or if this Note is not paid at maturity, howsoever such maturity may be brought about, and is thereafter placed in the hands of an attorney for collection, then the Maker promises to pay, as attorney's fees, and in addition to all other amounts owing hereunder, a reasonable sum not to exceed ten percent (10%) of the unpaid Principal Balance and accrued but unpaid interest thereon at the time this Note is placed in the hands of such attorney. Any action brought on this Note or the agreements or instruments securing the same, regardless of where brought, shall be determined under the laws of the State of Texas (and applicable federal law). All obligations performable with respect to this Note shall be performable in Harris County, Texas. Notwithstanding any provision to the apparent contrary herein contained, it is expressly provided that in no case or event shall the aggregate of (i) all "interest" on the unpaid Principal Balance, accrued or paid from the date hereof through the date of such calculation, and (ii) the aggregate of any other amounts accrued or paid pursuant to this 5 Note or any other instrument evidencing, related to or securing this Note, which under Applicable Law, is or may be deemed to constitute interest upon the debt evidenced hereby from the date hereof through the date of such calculation, ever exceed the Maximum Rate permitted by Applicable Law on the Principal Balance of the debt evidenced by this Note from time to time remaining unpaid. In this connection it is expressly stipulated and agreed that it is the intent of the Payee and the Maker in the execution and delivery of this Note, and all other instruments evidencing or securing the indebtedness constituting this debt, to contract in strict compliance with Applicable Law from time to time in effect. In furtherance thereof, none of the terms of this Note, or any other such instruments, evidencing, related to or securing this Note, shall ever be construed to create a contract to pay, as consideration for use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate permitted by Applicable Law. The Maker or any guarantors, endorsers or other parties now or hereafter becoming liable for the payment of this Note or any other indebtedness incurred incident to this debt shall never be liable for interest in excess of the Maximum Rate permitted by Applicable Law, and the provisions of this paragraph shall control over any other provisions of this Note, or any other instrument evidencing, related to or securing this debt which may be in apparent conflict herewith. Specifically and without limiting the generality of the foregoing, it is expressly provided that if under any circumstances the aggregate amounts contracted for, charged or received on this Note prior to and incident to the final maturity include amounts which by law are deemed interest and which would exceed the maximum amount of interest which could lawfully have been collected on this debt, Maker stipulates that such amounts collected would have been and will be deemed to have been the results of a mathematical 6 error on the part of both the Maker and holder of the Note, and that the party receiving such excess payment if any has been received shall promptly refund the amount of such excess (to the extent only of the excess of such interest payments above the maximum amount which could lawfully have been contracted for, charged or received) upon discovery of such error by the party receiving such payment. It is hereby expressly stipulated and agreed to be the intent of both Maker and holder to at all times comply with Applicable Law relating to this Note and the instruments securing it, now or hereafter in effect, and any subsequent judicial interpretation thereof to the extent that same are made applicable thereto. This Note amends, restates, extends, and renews (but is not in novation of) that certain Promissory Note, dated December 28, 1984, in the principal sum of Seven Million and No/100 Dollars ($7,000,000) ("Original Note") as amended, restated, extended and renewed by that certain First Amended Promissory Note dated effective as of January 1, 1991, in the principal sum of Ten Million and No/100 Dollars ($10,000,000.00) (the "First Amended Note"), as further amended, restated, extended, and renewed by that certain Second Amended Promissory Note dated effective as of January 1, 1993, in the original principal sum of Twenty Million and No/100 Dollars ($20,000,000.00) (the "Second Amended Note"), and extends and renews all advances made pursuant to the Original Note, the First Amended Note, and the Second Amended Note. This Note is secured by all security agreements and lien instruments including those executed with the Original Note on December 28, 1984, those executed in connection with the First Amended Note effective as of January 1, 1991, those executed in connection with the Second Amended Note effective as of January 1, 1993, those executed heretofore and those hereafter executed by the Maker in favor of the Payee ("Security Instruments"), including, but not limited to: 7 (a) That certain Security Agreement-Pledge, executed by Maker, as debtor, and payable to the order of Payee, as secured party, dated December 28, 1984; and (b) Those certain Negative Pledge Agreements, executed by Maker, as debtor, Payee, as secured party, Leisure Dynamics, Inc., a Texas corporation, and Leisure Dynamics - Alabama, Inc., an Alabama corporation, dated December 28, 1984, each covering the Collateral (as therein defined). This Note has been executed pursuant to the terms of the Deficit Loan Agreement to which reference is hereby made for all pertinent purposes, and is the "Accrual Note" as such term is defined therein. It is contemplated that Payee may make advances on this Note pursuant to the Deficit Loan Agreement and that from time to time Maker may make principal reduction hereon so that the unpaid principal amount of this Note may fluctuate throughout its term. All loans or advances and all payments or principal reductions made hereunder may be endorsed by the Payee on the schedule attached hereto and made a part hereof for all purposes. Additional schedule pages may be attached hereto from time to time by the Payee if more space is necessary. Advances against this Note by the Payee or other holder hereof, shall be governed by the terms and provisions of the Deficit Loan Agreement. Default under the Security (as such term is defined in the Deficit Loan Agreement) shall constitute default under this Note, whereupon (after the expiration of any notice and/or grace period, if any, provided for in the Deficit Loan Agreement) the Payee or other holder hereof may, at its option, exercise any and all rights, powers and remedies 8 afforded hereunder, or under the Security, or other instrument executed in connection herewith or therewith or related hereto or thereto, or any other remedy afforded by law, including the right to declare the unpaid balance of principal and accrued interest on this Note and the Security at once mature and payable. EXECUTED this _____ day of March, 1996, but effective for all purposes as of the 1st day of January, 1995. WRI HOLDINGS, INC., a Texas corporation By: _____________________________________ Name: ___________________________________ Title: __________________________________ Address: 2600 Citadel Plaza Drive Houston, TX 77008 9 $40,000,000.00 January 1, 1995 WRI HOLDINGS, INC., MAKER SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST
Amount of Unpaid Principal Amount of Principal Amount Paid or Interest Balance Notation Date of Loan Prepaid Paid of Loans Made By
10 EX-10.16.1 5 PROMISSORY NOTE EXHIBIT 10.16.1 SEVENTH RENEWAL AND EXTENSION AGREEMENT --------------------------------------- THE STATE OF TEXAS ) ) ) COUNTY OF MONTGOMERY ) This SEVENTH RENEWAL AND EXTENSION AGREEMENT (the "Seventh Renewal") is executed this 7th day of February, 1996 (the "Execution Date"), but effective as of December 1, 1995, by and between PLAZA CONSTRUCTION, INC. ("Maker"), a Texas corporation, and WEINGARTEN REALTY INVESTORS ("Payee"), a Texas real estate investment trust. W I T N E S S E T H: ------------------- WHEREAS, the Payee is the present legal owner and holder of that certain Promissory Note (the "Original Note") dated November 29, 1982, in the original principal sum of Twelve Million and No/100 Dollars ($12,000,000.00) executed by River Pointe Venture I ("River Pointe"), a Texas joint venture, payable to the order of Weingarten Realty, Inc. ("WRI"), a Texas corporation, payable as therein provided, which Note is secured by (i) a Deed of Trust and Security Agreement (the "Original Deed of Trust") dated November 29, 1982, executed by River Pointe to Melvin A. Dow, Trustee, filed under Clerk's File No. 8254156 and under Film Code Reference No. 171-01-0638 in the Real Property Records of Montgomery County, Texas, covering and affecting certain property situated in Montgomery County, Texas, more particularly described therein (the "Property"), and (ii) any and all other liens, security instruments, and documents executed by River Pointe and/or Maker, securing or governing the payment of the Original Note including, but not limited to, that certain Loan Agreement ("Original Loan Agreement") dated November 29, 1982 executed by WRI and River Pointe; and WHEREAS, by that certain River Pointe Venture I Assignment of Interest and Dissolution, dated October 16, 1987, filed on October 19, 1987, under Clerk's File No. 8747284, in the Real Property Records of Montgomery County, Texas, River Pointe was dissolved and Maker assumed all of the debts and obligations of River Pointe, and obtained ownership of all of the assets of River Pointe, including, but not limited to, the Property; and WHEREAS, WRI assigned and conveyed all of its property, both real and personal, to Payee, as evidenced by that certain Master Deed and General Conveyance, by and between WRI and Payee, a counterpart of which was filed under Clerk's File No. 8815730 and under Film Code Reference No. 520-01-0704, in the Real Property Records of Montgomery County, Texas; and WHEREAS, by instrument entitled Renewal and Extension Agreement (the "First Renewal") entered into as of November 1, 1989, executed by Maker and Payee, the Original Note, Original Deed of Trust, Original Loan Agreement, and all other documents evidencing, governing, or securing the payment of the Note were renewed and extended; and 1 WHEREAS, by instrument entitled Second Renewal and Extension Agreement (the "Second Renewal") dated March 12, 1991, but effective as of December 1, 1990, filed on March 21, 1991, under Clerk's File No. 9111519 and under Film Code Reference No. ###-##-#### in the Official Public Records of Real Property of Montgomery County, Texas, Maker and Payee further modified and extended the Original Note, Original Deed of Trust, Original Loan Agreement, and all other documents evidencing, governing or securing payment of the Original Note; and WHEREAS, by instrument entitled Third Renewal and Extension Agreement (the "Third Renewal") dated February 28, 1992, but effective as of December 1, 1991, filed on May 14, 1992, under Clerk's File No. 9222962, and under Film Code Reference No. ###-##-#### in the Official Public Records of Real Property of Montgomery County, Texas, Maker and Payee further modified and extended the Original Note, Original Deed of Trust, Original Loan Agreement, and all other documents evidencing, governing or securing payment of the Original Note; and WHEREAS, by instrument entitled Fourth Renewal and Extension Agreement (the "Fourth Renewal") dated February 19, 1993, but effective as of December 1, 1992, Maker and Payee further modified and extended the Original Note, Original Deed of Trust, Original Loan Agreement, and all other documents evidencing, governing or securing payment of the Original Note; and WHEREAS, by instrument entitled Fifth Renewal and Extension Agreement (the "Fifth Renewal") dated March 9, 1994, but effective as of December 1, 1993, filed on March 18, 1994 under Clerk's File No. 9415326 and under Film Code Reference No. ###-##-#### in the Official Public Records of Real Property of Montgomery County, Texas, Maker and Payee further modified and extended the Original Note, Original Deed of Trust, Original Loan Agreement, and all other documents evidencing, governing, or securing payment of the Original Note; and WHEREAS, by instrument entitled Sixth Renewal and Extension Agreement (the "Sixth Renewal") dated February 22, 1995, but effective as of December 1, 1994, filed on March 1, 1995 under Clerk's File No. 09511049 and under Film Code Reference No. 046-00-0785 in the Official Public Records of Real Property of Montgomery County, Texas, Maker and Payee further modified and extended the Original Note, Original Deed of Trust, Original Loan Agreement, and all other documents evidencing, governing, or securing payment of the Original Note. The Original Note, the Original Deed of Trust, and Original Loan Agreement, together with any and all other liens, security interests, and documents evidencing, securing or governing payment of the Original Note, as modified by the First Renewal, Second Renewal, Third Renewal, Fourth Renewal, Fifth Renewal, and Sixth Renewal are herein referred to as the "Note" and "Security Instruments," respectively; and WHEREAS, Maker and Payee now propose to modify the Note in certain respects and to continue the lien and priority of the Security Instruments as security for the payment of the Note, as set forth more particularly herein. 2 NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Maker and Payee hereby agree as follows: 1. The Maker reaffirms its promise to pay to the order of the Payee, at 2600 Citadel Plaza Drive, Suite 300, Houston, Texas 77008, the principal balance due and owing on the Note, with accrued interest thereon, as provided in the Note, except that the maturity date of the Note is hereby amended and extended until December 1, 1996, at which time the unpaid principal balance of the Note, together with all accrued but unpaid interest, shall be due and payable. All liens securing the Note, including, but not limited to, the lien created by the Original Deed of Trust, are hereby renewed, extended and carried forward to secure payment of the Note, as hereby amended, and the Original Deed of Trust is hereby amended to reflect that the maturity date of the Note is December 1, 1996. All other Security Instruments including, but not limited to, the Original Loan Agreement, are likewise hereby modified and amended to reflect the renewal and extension of the maturity date of the Note to December 1, 1996. 2. Maker hereby represents and warrants to Payee that (a) Maker is the sole legal and beneficial owner of the Property; (b) Maker has the full power and authority to make the agreements contained in this Seventh Renewal without joinder and consent of any other party; and (c) the execution, delivery and performance of this Seventh Renewal will not contravene or constitute an event which itself or which with the passing of time or giving of notice or both would constitute a default under any trust deed, deed of trust, loan agreement, indenture or other agreement to which Maker is a party or by which Maker or any of its property is bound. Maker hereby agrees to indemnify and hold harmless Payee against any loss, claim, damage, liability or expense (including, without limitation, attorneys' fees) incurred as a result of any representation or warranty made by Maker in this Section 2 proving to be untrue in any material respect. 3. To the extent that the Note is inconsistent with the terms of this Seventh Renewal, the Note is hereby modified and amended. Except as modified, renewed and extended by this Seventh Renewal, the Note and the Security Instruments remain unchanged and continue unabated and in full force and effect as the valid and binding obligation of the Maker. 4. In conjunction with the extension, renewal and modification of the Note and the Security Instruments, Maker hereby extends and renews the liens, security interests, and assignments created and granted in the Security Instruments until the indebtedness secured thereby, as so extended, renewed and modified, has been fully paid, and agrees that such extension, renewal and modification shall in no manner affect or impair the Note, the liens or security interests securing same, and that said liens, security interests, and assignments shall not in any manner be waived. The purpose of this Seventh Renewal is simply to extend the time of payment of the loan evidenced by the Note and any indebtedness secured by the Security Instruments, as modified by this Seventh Renewal, and to carry forward all liens and security interests securing the same, which are acknowledged by Maker to be valid and subsisting. 3 5. Maker covenants and warrants that the Payee is not in default under the Note or Security Instruments, each as modified by this Seventh Renewal (collectively referred to as the "Loan Instruments") that there are no defenses, counterclaims or offsets to such Loan Instruments; and that all of the provisions of the Loan Instruments, as amended hereby, are in full force and effect. 6. Maker agrees to pay all costs incurred in connection with the execution and consummation of this Seventh Renewal, including but not limited to, all recording costs, the premium for an endorsement to the Mortgagee Policy of Title Insurance insuring the validity and priority of the Original Deed of Trust in form satisfactory to Payee, and the reasonable fees and expenses of Payee's counsel. 7. If any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition, or provision herein contained. 8. Payee is an unincorporated trust organized under the Texas Real Estate Investment Trust Act. Neither the shareholders of Payee, nor its Trust Managers, officers, employees, or other agents shall be personally, corporately, or individually liable, in any manner whatsoever, for any debt, act, omission, or obligation of Payee, and all persons having claims of any kind whatsoever against Payee shall look solely to the property of Payee for the enforcement of their rights (whether monetary or nonmonetary) against Payee. EXECUTED this day and year first above written, but effective for all purposes as of December 1, 1995. [END OF PAGE 4 - SIGNATURES ON FOLLOWING PAGE] 4 PLAZA CONSTRUCTION, INC., a Texas corporation By: [SIGNATURE APPEARS HERE] ____________________________ Stanford Alexander President "Maker" WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust [SIGNATURE APPEARS HERE] By: ____________________________ Bill Robertson, Jr. Executive Vice President "Payee" THE STATE OF TEXAS ) ) ) COUNTY OF HARRIS ) This instrument was acknowledged before me on this 8th day of February, 1996, by Stanford Alexander, President of PLAZA CONSTRUCTION, INC., a Texas corporation, on behalf of said corporation. [SIGNATURE APPEARS HERE] [SEAL APPEARS HERE] ____________________________ Notary Public, State of Texas THE STATE OF TEXAS ) ) ) COUNTY OF HARRIS ) This instrument was acknowledged before me on this 8th day of February, 1996 by Bill Robertson, Jr., Executive Vice President of WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust, on behalf of said real estate investment trust. [SIGNATURE APPEARS HERE] [SEAL APPEARS HERE] ____________________________ Notary Public, State of Texas Record and return to: Janet J. Brown Weingarten Realty Management Company P. O. Box 924133 Houston, Texas 77292-4133 5 EX-10.18.1 6 CREDIT AGREEMENT EXHIBIT 10.18.1 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated and effective as of April 12, 1995, is by and among Weingarten Realty Investors, a Texas real estate investment trust (the "Borrower") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A. ("NationsBank") and Signet Bank/Virginia ("Signet"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank and Signet, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, TCB, First Interstate and the Borrower have entered into that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, the Agent, TCB, First Interstate and the Borrower have entered into that certain First Amendment to Credit Agreement dated and effective as of January 31, 1995; and WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to increase the principal amount of the Commitments, and to add NationsBank and Signet as signatories and parties thereto; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENTS. ----------- (a) The definition of "Commitment" under Section 1.01 of the Credit Agreement is hereby amended by deleting the number $150,000,000 therefrom, and substituting in lieu thereof the number $200,000,000. (b) The definition of "Pro Rata Percentage" or "ratably" under Section 1.01 of the Credit Agreement is hereby amended by deleting the number $150,000,000 therefrom, and substituting in lieu thereof the number $200,000,000. (c) The definition of "Applicable Margin" under Section 1.01 of the Credit Agreement is hereby amended by 1 (i) deleting in its entirety from the interest rate calculation table immediately following the first full paragraph of such definition, the following: AA- or better (a) LIBOR Rate .35% Advance (b) Effective Federal .53% Funds Rate Advance
and (ii) adding the words "or better", after the credit ratings "A+, A or A-" appearing in such interest rate calculation table. (d) The definition of "Note" and "Notes" under Section 1.01 of the Credit Agreement is amended to delete the reference to "Section 2.02(c)" appearing therein and to substitute "Section 2.02(d)" in lieu thereof. (e) The third sentence of Section 2.03(b) of the Credit Agreement is hereby amended to delete the phrase "International Chamber of Commerce Publication No. " and to insert the phrase "International Chamber of Commerce Publication No. 500" in lieu thereof; and the phrase "(Jan. 1, 1994 Revision)" is hereby amended to read "(1993 Revision)." (f) Section 2.04(a) of the Credit Agreement is hereby amended by (i) deleting in its entirety from the Unused Borrowing Commitment Fee calculation table immediately following the first full paragraph of such definition, the following: AA- or better .15% and (ii) adding the words "or better", after the credit ratings "A+, A or A-" appearing in such table. end thereof: (g) Section 2.04(c) is hereby amended to delete the references therein to "Sections 2.03(a) and (b)" and to substitute a reference to "Sections 2.04(a) and (B)" IN LIEU thereof. (h) Section 2.05(a) is hereby amended to add the following sentence at the end thereof: Any termination or reduction pursuant to this Section 2.05(a), shall be a permanent termination or reduction. 2 (i) The first sentence of Section 2.06(a) of the Credit Agreement is amended to delete the phrase . . . "and (ii) the Highest Lawful Rate, payable, together with additional interest due under Section 2.07 hereof, if any" .... and to insert the phrase . . . "together with additional interest due under Section 2.07 hereof, if any, and (ii) the Highest Lawful Rate, payable" . . . in lieu thereof. (j) Section 6.01(c) of the Credit Agreement is amended to delete the references in clause (iii) thereof to "Sections 7.02, 7.03, 7.04 and 7.07" and inserting references to "Sections 7.02, 7.03, 7.04, 7.07 and 7.13" in lieu thereof. (k) Section 8.01(c) of the Credit Agreement is hereby amended to delete the word "and" appearing in the second line thereof and to insert a comma in lieu thereof. (1) The second and third sentences of Section 9.05 of the Credit Agreement are hereby deleted and the following is inserted in lieu thereof: EACH BANK AGREES TO INDEMNIFY THE AGENT (TO THE EXTENT NOT REIMBURSED BY THE BORROWER), ACCORDING TO SUCH BANK'S PRO RATA PERCENTAGE, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE AGENT IN ANY WAY RELATING TO OR ARISING OUT OF ANY LOAN DOCUMENT OR ANY ACTION TAKEN OR OMITTED BY THE AGENT UNDER ANY LOAN DOCUMENT IN ITS CAPACITY AS AGENT, PROVIDED THAT NO BANK SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON BEING INDEMNIFIED; AND PROVIDED FURTHER, THAT IT IS THE INTENTION OF EACH BANK TO INDEMNIFY THE AGENT AGAINST THE CONSEQUENCES OF THE AGENT'S OWN NEGLIGENCE WHEN ACTING IN ITS CAPACITY AS AGENT, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT, OR CONCURRENT, ACTIVE OR PASSIVE. WITHOUT LIMITATION OF THE FOREGOING, EACH BANK AGREES TO REIMBURSE THE AGENT PROMPTLY UPON DEMAND FOR ITS PRO RATA 3 PERCENTAGE OF ANY OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY THE AGENT IN ITS CAPACITY AS AGENT IN CONNECTION WITH THE PREPARATION, ADMINISTRATION, OR ENFORCEMENT OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, ANY LOAN DOCUMENT, TO THE EXTENT THAT THE AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY THE BORROWER. (m) Section 10.01 of the Credit Agreement is hereby amended to add the phrase .... "or (h) amend Article VII hereof" immediately after clause (g) in the first sentence thereof. In addition, Section 10.01 is further amended to add, immediately after the words "signed by" on the fourth line of the first sentence the phrase "Borrower and." (n) The third sentence of Section 10.08(d) is hereby amended to delete the reference to Exhibit 2.02(c) and to substitute a reference to Exhibit --------------- ------- 2.02(d) in lieu thereof. - ------- (o) On and after the date of this Amendment, NationsBank of Texas, N.A. and Signet Bank/Virginia (together the "New Banks") shall be, and shall be deemed to be, parties to the Credit Agreement, and the term "Banks" shall include each such New Bank for all purposes of the Credit Agreement and each other Loan Document and, accordingly, each New Bank shall have the rights and obligations of a Bank under the Loan Documents. Since the New Banks are deemed to be parties to the Credit Agreement, the merchanism set out in Section 10.08 shall not be applicable to the addition of the New Banks; however, such mechanism shall be applicable as to any future assignment (or participation) of any Bank's rights or obligations under the Credit Agreement. Each Bank (including the Issuing Bank) shall be deemed, without further action by any party to this Amendment, to have sold to each other Bank, and each other Bank shall be deemed, without further action by any party to this Amendment, to have purchased from the other Banks, a participation, in each Note, Advance and Letter of Credit issued and outstanding as of the date of this Amendment, if any, to the effect that each Bank shall hold an interest in such Note, Advance and Letter of Credit equal to such Bank's Pro Rata Percentage in such Letter of Credit, the obligations thereunder and in the reimbursement obligations of Borrower due in respect of drawings made under such Letter of Credit. (p) On the date of this Amendment, each Bank's Commitment shall equal the principal amount shown on Exhibit A, attached hereto, and the Borrower shall issue to each Bank a Note in an original principal amount equal to the principal amount set forth on Exhibit A; provided that, Notes so issued to TCB and First Interstate shall be in substitution for existing Notes issued by the Borrower on November 22, 1994 to TCB and First Interstate (the "Original Notes"), and not in extinguishment of the obligations of the Borrower under the Original Notes, and all amounts outstanding or otherwise due and payable under such Original 4 Notes, including without limitation, principal of, accrued and unpaid interest on, and fees and expenses remaining unpaid, shall not be deemed to have been paid as a result of substitution of such Original Notes. (q) Section II of Exhibit 6.01(c) of the Credit Agreement is hereby amended to add the following: f. Assets Retained Section 7.13 Not less than 150% SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment ----------------------------------------- shall become effective upon satisfaction of the following conditions: (a) Each Bank shall have received on or before the effective date of this Amendment (the "Effective Date") the Notes described in Section l(p) of this Amendment, executed by the Borrower, and the Amendment, duly executed by the Borrower, the Agent and the Banks; (b) Each Bank shall have received an Amendment to the Guaranty Agreement, executed by each Guarantor; (c) Each Bank shall have received a legal opinion from counsel for the Borrower, in form and substance satisfactory to the Banks. SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower hereby represents ---------------------------- and warrants to the Banks the following: (a) All of the representations and warranties contained in Article V of the Credit Agreement are true and correct on and as of the date hereof and will be true and correct after giving effect to this Amendment. (b) No event which constitutes a Default or an Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment. (c) The Borrower has the power and authority under the Act to execute and deliver this Amendment and to perform its obligations hereunder and under the Notes; and all such action has been duly authorized by all necessary proceeding on its part. Each of the Credit Agreement, this Amendment and each Note has been duly and validly executed and delivered by the Borrower and constitute a valid and legally binding obligation of the Borrower enforceable in accordance with its terms, except as limited by Debtor Laws. 5 (d) Attached hereto as Exhibit B is a complete listing of each Loan Document existing as of the date hereof and each amendment, if any, thereto. The Borrower has delivered to each of the New Banks true, correct and complete copies of each of the Loan Documents, the Interest Rate Agreements, the Syndication Letter referenced in Section 4.01(h) of the Credit Agreement, Borrower's Organizational Documents as delivered to Lenders in connection with the Credit Agreement, the Articles of Incorporation or other charter documents or bylaws of each Subsidiary as delivered to Lenders in connection with the Credit Agreement, each of the items furnished to the Agent under Section 6.01 of the Credit Agreement, and the audit letter referenced in item (3) of Exhibit 5.08 to the Credit Agreement. (e) The unpaid principal balance of the Notes as of the date hereof is $141,000,000, and all of such sums constitute LIBOR Rate Advances under the Credit Agreement. (f) All accrued interest has been paid under the Notes through March 30, 1995. (g) Borrower has paid in full all indebtedness evidenced by the TCB Existing Debt. (h) The only Letters of Credit issued and outstanding on the date hereof are those described on Exhibit C hereto. (i) Borrower has not furnished Agent any written documents, information or certificates pursuant to Section 5.10 of the Credit Agreement that have not been delivered by Borrower in writing to the New Banks. (j) No Event of Default (and no fact, circumstance or event which, with notice or lapse of time, or both, would become or give rise to an Event of Default) exists under the Interest Rate Agreements. (k) As of the date hereof, Borrower has not elected to terminate in whole or reduce ratably in part the unused portions of the Commitments or the Letter of Credit Commitments of the Banks pursuant to Section 2.05(a) of the Credit Agreement. As of the date hereof, the Commitment has not been reduced pursuant to Section 3.03(a) of the Credit Agreement. (l) No fact, circumstance or event has occurred or exists on or prior to the date hereof giving rise to any liability on the part of Agent, or giving rise to any claim by Borrower or any Subsidiary, in any way relating to or arising out of any Loan Document or any action taken or omitted by the Agent under any Loan Document. 6 SECTION 4. REPRESENTATIONS OF AGENT. Agent hereby represents and ------------------------- warrants to the New Banks the following: (a) To the knowledge of the Agent, attached hereto as Exhibit B is a complete listing of each Loan Document existing as of the date hereof and each amendment, if any, thereto. Agent agrees to promptly deliver to each of the Banks true, correct and complete copies of any items received from the Borrower under Section 6.01 of the Credit Agreement (as amended by this Amendment). (b) The unpaid principal balance of the Notes as of the date hereof is $141,000,000, and all of such sums constitute LIBOR Rate Advances under the Credit Agreement. (c) All accrued interest has been paid under the Notes through March 30, 1995. (d) Borrower has paid in full all indebtedness evidenced by the TCB Existing Debt. (e) The only Letters of Credit issued and outstanding on the date hereof are those described on Exhibit C hereto. (f) To the knowledge of the Agent, no Event of Default (and no fact, circumstance or event which, with notice or lapse of time, or both would become or give rise to an Event of Default) exists under the Interest Rate Agreements. (g) Agent has not incurred any out-of-pocket expenses (including attorneys' fees) in connection with the preparation, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, any Loan Document on or prior to the date hereof that has not been reimbursed by the Borrower, except attorneys' fees in connection with the preparation of this Amendment. SECTION 5. NOTICES. New Banks hereby designate their current address -------- for notices pursuant to Section 10.02 of the Credit Agreement as follows: NationsBank: NationsBank of Texas, N.A. 700 Louisiana, 5th Floor Houston, Texas 77002 Attention: Real Estate Loan Administration 7 Signet Bank/ Signet Bank/Virginia Virginia 7799 Leesburg Pike 4th Floor Falls Church, Virginia 22043 SECTION 6. CAPITALIZED TERMS. The capitalized terms used herein which ------------------ are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 7. RATIFICATION. The Credit Agreement, as hereby amended, is ------------- in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect. SECTION 8. COUNTERPARTS. This Amendment may be executed in several ------------- counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. SECTION 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND -------------- CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. SECTION 10. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS ----------------- AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 8 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] ____________________________ Title: Executive Vice President _________________________ AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President ________________________ BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity By: [SIGNATURE APPEARS HERE] ____________________________ Title: _________________________ FIRST INTERSTATE BANK OF TEXAS, N.A. [SIGNATURE APPEARS HERE] By: ____________________________ Title: Vice President _________________________ NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Senior Vice President _________________________ 9 SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] ____________________________ Title: Senior Vice President _________________________ 10 Consent of Guarantors: WEINGARTEN/LUBBOCK, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WEINGARTEN/SOUTHGATE, INC. (formerly WRI/DeVargas, Inc.) By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WEINGARTEN/LUFKIN, INC. (formerly WRI/Central Park North, Inc.) By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WEINGARTEN/TENNESSEE, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WEINGARTEN/ARKANSAS, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ 11 WEINGARTEN/JONES ROAD COMPANY, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WEINGARTEN/MAINE,INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WEINGARTEN/OKLAHOMA, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WRI/BAY CITY, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WEINGARTEN RAILSPUR, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ AMARILLO CENTERS, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ 12 CYPRESS/WESTFIELD, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WEINGARTEN/LUFKIN THEATRE, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WEINGARTEN/NEW YORK, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WEINGARTEN/VILLAGE ARCADE,INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WRI/LATHROP,INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ 13 WRI/PUCKETT,INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WRI/SW PARK II,INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ MESQUITE/TOWN EAST,INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WEINGARTEN/ARIZONA, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WRI/BELL, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ 14 WRI/MINISTORAGE, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WTSC, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WRI/POST OAK, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ WEINGARTEN/VILLAGE ARCADE II, INC. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Vice President _________________________ 15 EXHIBIT A Texas Commerce Bank National Association $ 80MM First Interstate Bank of Texas, N.A. $ 45MM NationsBank of Texas, N.A. $ 50MM Signet Bank/Virginia $ 25MM ------ Total $200MM EXHIBIT B 1. Credit Agreement dated as of November 22, 1994, by and between Weingarten Realty Investors and Texas Commerce Bank National Association and First Interstate Bank of Texas N.A. dated as of January 31, 1995, together with First Amendment dated as of January 31, 1995. 2. Revolving Credit Note dated November 22, 1994, in the original principal sum of $110,000,000, executed by WRI, payable to the order of TCB. 3. Revolving Credit Note dated November 22, 1994, in the original principal sum of $40,000,000, executed by WRI, payable to the order of First Interstate Bank of Texas N.A. ("First Interstate"). 4. Guaranty dated November 22, 1994, executed by all subsidiaries. 5. Certified copy of Resolutions of the Trust Managers of Weingarten Realty Investors duly adopted November 17, 1994. 6. Officer's Certificate for Weingarten Realty Investors. 7. Opinion dated November 22, 1994, of Dow, Cogburn & Friedman, P.C. 8. Resolutions of the Board of Directors of each subsidiary adopted effective November 21, 1994: (a) Weingarten/Lubbock, Inc. (b) Weingarten/Southgate, Inc. (formerly WRI/DeVargas, Inc.) (c) Weingarten/Lufkin, Inc. (formerly WRI/Central Park North, Inc.) (d) Weingarten/Tennessee, Inc. (e) Weingarten/Arkansas, Inc. (f) Weingarten/Jones Road Company, Inc. (g) Weingarten/Maine, Inc. (h) Weingarten/Oklahoma, Inc. (i) WRI/Bay City, Inc. (j) Weingarten Railspur, Inc. (k) Amarillo Centers, Inc. (l) Cypress/Westfield, Inc. (m) Weingarten/Lufkin Theatre, Inc. (n) Weingarten/New York, Inc. (o) Weingarten/Village Arcade, Inc. (p) WRI/Lathrop Inc. (q) WRI/Nederland, Inc. (r) WRI/Puckett, Inc. (s) WRI/SW Park II, Inc. (t) Mesquite/Town East, Inc. (u) Weingarten Realty Management Company (v) Weingarten/Arizona, Inc. (w) WRI/Bell, Inc. (x) WRl/Ministorage, Inc. (y) WTSC, Inc. (z) WRI/Post Oak, Inc. (aa) Weingarten/Village Arcade II, Inc. 9. (a) Amended and Restated Master Swap Agreement. (b) First Amendment to Amended and Restated Swap Agreement. (c) Interest Rate Swap Agreement dated as of May 15, 1992 ($20,000,000 Notional Amount). (d) Interest Rate Swap Agreement dated as of June 24, 1992 ($10,000,000 Notional Amount). (e) Interest Rate Swap Agreement dated as of July 2, 1992 ($10,000,000 Notional Amount). 10. Commitment/Syndication letter dated November 3, 1994, from TCB to WRI, including attached term sheet. 11. Audit letter dated February 25, 1994, from Dow, Cogburn & Friedman, P.C. to Deloitte & Touche (referenced in Exhibit 5.08 of Credit Agreement). 12. Letter dated November 22, 1994, from WRI to TCB re obligation to repurchase bonds still held by TCB at (i) par plus accrued interest and (ii) expenses incurred by TCB (including attached copy of letter). 13. Letters of Credit listed on Exhibit C. EXHIBIT C Letter of Credit No. I-446203 - $ 500,000 Letter of Credit No. I-446204 $ 550,000 Letter of Credit No. I-451606 - $2,184,911 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "Amendment") effective as of June 1, l995, is by and among Weingarten Realty Investors, a Texas real estate investment trust (the "Borrower") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A. ("NationsBank") and Signet Bank/Virginia ("Signet"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank and Signet, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, TCB, First Interstate and the Borrower have entered into that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to require draws on two Letters of Credit to be issued at the Borrower's request on July 12, 1995 under Section 2.03 of the Credit Agreement to be reimbursed at times and on terms and conditions set forth in this Amendment, and in connection with the foregoing, to create a liquidity facility for the benefit of (i) the holders of the Series 1995 Lafayette Bonds (as defined below) issued pursuant to a Trust Indenture (the "Lafayette Indenture") of even date herewith among the Industrial Development Board of the Parish of Lafayette, Louisiana, Inc. (the "Lafayette Issuers"), Texas Commerce Bank National Association, as Trustee for the holders of the Series 1995 Lafayette Bonds under the Indenture and First Union National Bank of Florida, a national banking association ("First Union"), as Credit Facility Trustee thereunder, and (ii) the holders of the Series 1995 Calcasieu Bonds (as defined below) issued pursuant to a Trust Indenture (the "Calcasieu Indenture") of even date herewith among the Industrial Development Board of the Parish of Calcasieu, Louisiana, Inc. (the "Calcasieu Issuers"), Texas Commerce Bank National Association, as Trustee for the holders of the Series 1995 Calcasieu Bonds (as defined below), and First Union, as Credit Facility Trustee thereunder; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENTS. ----------- (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions to said Section 1.01 in alphabetical order: (i) "Bonds" means, together, the Series 1995 Lafayette Bonds ----- and the Series 1995 Calcasieu Bonds. (ii) "Credit Facility Trustee" shall have the meaning assigned ----------------------- to that term in each Special Letter of Credit. (iii) "Full Drawing" shall have the meaning assigned to such term ------------ in the applicable Specia1 Letter of Credit. (iv) "Indenture" or "Indentures" means either or both of the --------- ---------- Lafayette Indenture and the Calcasieu Indenture. (v) "Interest Differential" means, with respect to the --------------------- principal amount of any Liquidity Bank Bond and for the period commencing on the date that such Bond bears interest at the Liquidity Bank Rate and ending on a date thirty (30) days thereafter, the excess, if any, of (i) interest calculated on such Bond at the lesser of (x) the Prime Rate, or (y) the Highest Lawful Rate, over (ii) interest calculated on such Bond at the Liquidity Bank Rate. (vi) "Liquidity Bank Bonds" means the particular Bond (or Bonds) -------------------- of the Series 1995 Lafayette Bonds or Series 1995 Calcasieu Bonds, as the case may be, which are actually required to be purchased due to the inability of the applicable Remarketing Agent (as that term is defined in the respective Indentures) to remarket such bonds, and as a result of the requirement that such bonds be delivered to the Tender Agent for the benefit of the Banks, pursuant to the provisions of the Indentures. (vii) "Long Rate Period" shall have the meaning assigned to such ---------------- term in the applicable Indenture. (viii) "Maximum Rate" means 12% per annum. ------------ (ix) "Partial Drawing" shall have the meaning assigned to such --------------- term in the applicable Special Letter of Credit. (x) "Prime Rate" means, as of a particular date, the prime rate ---------- most recently announced by the Issuing Bank and thereafter entered in the minutes of the Issuing Bank's Loan and Discount Committee. Without notice to the -2 - Borrower or any other Person, the Prime Rate shall change automatically from time to time as and in the amount by which said prime rate shall fluctuate, with each such change to be effective as of the date of each change in such prime rate. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Issuing Bank may, in its individual capacity, make commercial loans or other loans at rates of interest at, above or below the Prime Rate. (xi) "Purchase Price" shall have the meaning assigned to such -------------- term in Section 2.03(i) hereof. (xii) "Purchase Drawing" shall have the meaning assigned to such ---------------- term in the applicable Special Letter of Credit. (xiii) "Remarketing Agreements" means that certain Remarketing ---------------------- Agreement dated as of June 1, 1995, among the Borrower, the Industrial Development Board of the Parish of Lafayette, Louisiana, Inc. and Rauscher Pierce Refsnes, Inc. in connection with the Series 1995 Lafayette Bonds, and that certain Remarketing Agreement dated as of June 1, 1995, among the Borrower, the Industrial Development Board of the Parish of Calcasieu, Louisiana, Inc. and Rauscher Pierce Refsnes, Inc. in connection with the Series 1995 Calcasieu Bonds. (xiv) "Series 1995 Calcasieu Bonds" means the $1,990,000 --------------------------- Industrial Development Board of the Parish of Calcasieu, Louisiana, Inc. Adjustable Rate Demand Industrial Development Revenue Refunding Bonds (Weingarten Realty Investors Project) Series 1995, issued by the Industrial Development Board of the Parish of Calcasieu, Louisiana, Inc. (xv) "Series 1995 Lafayette Bonds" means the $3,735,000 --------------------------- Industrial Development Board of the Parish of Lafayette, Louisiana, Inc. Adjustable Rate Demand Industrial Development Revenue Refunding Bonds (Westwood Village Project) Series 1995, issued by the Industrial Development Board of the Parish of Lafayette, Louisiana, Inc. (xvi) "Short Rate" shall have the meaning assigned to such term ---------- in the applicable Indenture. (xvii) "Short Rate Period" shall have the meaning assigned to ----------------- such term in the applicable Indenture. -3- (xviii) "Special Letters of Credit" shall mean the Letters of ------------------------- Credit issued pursuant to Sections 2.03(h) and (i) hereof, each substantially in the form of Exhibits A and B, attached hereto. (xix) "Tender Agent" means initially, Texas Commerce Bank ------------ National Association and thereafter shall have the meaning assigned to such term in the Indenture (xx) "Weekly Rate" shall have the meaning assigned to such ----------- term in the applicable Indenture. (xxi) "Weekly Rate Period" shall have the meaning assigned to ------------------ such term in the applicable Indenture. (b) Section 1.01 of the Credit Agreement is hereby further amended to delete the definition of "Letter of Credit", and to substitute in lieu thereof the following: "Letter of Credit" means the letters of credit provided ---------------- for in Section 2.01(b) hereof, and shall include, without limitation, the Special Letters of Credit. (c) Section 2.03 of the Credit Agreement shall be amended by adding the following paragraphs (h), (i), (g) and (k) at the end of said Section 2.03. (h) In connection with the issuance of each of the Series 1995 Lafayette Bonds and the Series 1995 Calcasieu Bonds, on the terms and conditions set forth in subsections (a) through (c), and (e) through (k) of this Section 2.03, the Issuing Bank shall issue the Special Letters of Credit in favor of the Credit Facility Trustee for the benefit of holders of the Series 1995 Lafayette Bonds and the Series 1995 Calcasieu Bonds. The Special Letters of Credit shall authorize the Credit Facility Trustee to draw under the terms and conditions of each Special Letter of Credit thereunder an amount not to EXCEED THE applicable Letter of Credit Amount (as defined in each Special Letter of Credit) then in effect (as the same may be adjusted in accordance with the terms of such Special Letter of Credit from time to time), which is initially, for the Series 1995 Lafayette Bonds, the sum of $3,735,000 in respect of the initial aggregate principal amount outstanding of such Series 1995 Lafayette Bonds plus 105 days of ---- interest on the Bonds computed at the rate of twelve percent (12%) per annum calculated on the basis of a year of 365 days, initially -4- being an amount equal to $128,934.25, for an aggregate amount of principal and interest initially equal to $3,863,934.25, and for the Series 1995 Calcasieu Bonds, the sum of $1,990,000 in respect of the initial aggregate principal amount outstanding of such Series 1995 Calcasieu Bonds plus 105 days of interest on the Bonds computed at the ---- rate of twelve percent (12%) per annum calculated on the basis of a year of 365 days initially being an amount equal to $68,695.89, for an aggregate amount of principal and interest initially equal to $2,058,695.89, in each case, less all amounts drawn under such Special Letters of Credit prior to such time, plus all increases and minus all decreases in accordance with paragraph 2 of such Special Letters of Credit prior to such time. A Full Drawing or Partial Drawing under a Special Letter of Credit in respect of an optional redemption of the Bonds pursuant to the Indenture shall require the consent of all Banks, as evidenced to the Trustee and the Credit Facility Trustee by written consent of the Agent. The maximum amount that may be drawn under each Special Letter of Credit is the applicable Letter of Credit Amount as calculated hereunder. (i) Upon the presentment of any draft for honor in connection with a Purchase Drawing under any Special Letter of Credit by the beneficiary thereof which the Issuing Bank determines is in compliance with the conditions for payment thereunder, the Issuing Bank shall promptly notify the Borrower, the Agent, and each Bank of the intended date of honor of such draft. In the event of a Purchase Drawing under a Special Letter of Credit in accordance with the terms of such Letter of Credit, the Borrower hereby promises and agrees to pay to the Agent for the account of the Issuing Bank, notwithstanding paragraph (d) of this Section 2.03, by 9:00 A.M. (Houston, Texas time) on the 30th day after the date of honor of such Purchase Drawing (the "Payment Date"), the full amount of all principal of and accrued and unpaid interest on each Liquidity Bank Bond, plus the Interest Differential, if any, at such time (the "Purchase Price"), in immediately available funds, unless the Issuing Bank shall have been previously reimbursed for the amount thereof as a result of remarketing of such Liquidity Bank Bonds in accordance with the provisions of the applicable Remarketing Agreement before such date. Upon receipt of payment of an amount equal to the Purchase Price by the Agent for the account of the Issuing Bank, the Agent shall notify the Tender Agent to deliver the Liquidity Bank Bonds to the Borrower if such payment was made by -5- or on behalf of the Borrower, and otherwise to the Remarketing Agent, in accordance with the provisions of the applicable Remarketing Agreement. Each Bank shall, notwithstanding any other provision of this Agreement (including the occurrence and continuance of a Default or an Event of Default), make available to the Agent for the benefit of the Issuing Bank an amount equal to its Pro Rata Percentage of the amount of the presented draft under the respective Special Letter of Credit on the date on which such draft shall have been honored by the Issuing Bank. If such amount is not in fact made available to the Agent by any such Bank on such date, then such Bank shall pay to the Agent for the account of the Issuing Bank, on demand made by the Issuing Bank, in addition to such amount, an amount equal to the product of (i) the average daily Effective Federal Funds Rate per annum during the period referred to in clause (iii) of this sentence times (ii) the amount of such Bank's Pro Rata Percentage of the amount ----- of the presented draft times (iii) the number of days that elapse from ----- the day the Issuing Bank has honored such draft to the date on which the amount equal to such Bank's Pro Rata Percentage of the amount of the presented draft becomes immediately available to the Issuing Bank divided (iv) by 360. The Liquidity Bank Bonds shall, in accordance ------- with the applicable Indenture, as of the date of payment of such draft, bear interest at a rate per annum equal at all times to the lesser of (i) the Prime Rate per annum or (ii) the Maximum Rate. In the event that the Purchase Price for Liquidity Bank Bonds shall not have been paid by the Payment Date as required hereunder, and the Issuing Bank shall not have been otherwise reimbursed, the portion of the Purchase Price not paid or reimbursed, notwithstanding any other provision of this Agreement (including the occurrence and the continuance of a Default or an Event of Default), shall be deemed automatically and without any action by the Borrower to be an Advance in an amount equal to such portion of the Purchase Price not paid or reimbursed (including, without limitation, the Interest Differential, if any) which is immediately due and payable, bearing interest at a rate per annum equal to the lesser of the Prime Rate, plus 1.00% per annum, or the Highest Lawful Rate, and the Borrower shall be deemed to have purchased such Liquidity Bank Bonds. Such Advance shall be deemed a payment by Borrower of an amount equal to the Purchase Price to the Agent for the account of the Issuing Bank. The Agent shall promptly notify the Tender Agent to deliver the Liquidity Bank Bonds to the Agent for the benefit of Borrower to be held by the -6- Agent as collateral securing such Advance. The Borrower hereby grants to the Agent, for the benefit of each Bank, a Lien on and a security interest in such Liquidity Bank Bonds, until such time as such Advance shall have been paid in full. Each drawing on a Special Letter of Credit other than a Purchase Drawing and the reimbursement obligation of the Borrower in respect thereof, shall, notwithstanding the delivery of Bonds in respect thereof to the Tender Agent as custodian for the Banks, be governed by paragraph (d) of this Section 2.03. Nothing in this paragraph (i) or elsewhere in this Agreement shall diminish the Borrower's obligation under this Agreement to provide the funds for the payment of, or on demand to reimburse the Issuing Bank for payment of, any draft presented to, and duly honored by, the Issuing Bank under any Letter of Credit at the time and in the manner provided under this Section 2.03 for each Letter of Credit, including without limitation, the Special Letters of Credit, and the automatic funding of an Advance as in this paragraph provided shall not constitute a cure or waiver of the Event of Default for failure to timely provide such funds as in this paragraph agreed. (j) Other than for purposes of calculation of the principal amount of Letters of Credit issued and outstanding under Section 2.01 of this Agreement, each drawing honored in accordance with Section 2.03(i) shall automatically reduce the Letter of Credit Amount of the applicable Special Letter of Credit; provided that (i) with respect to any Partial Drawing, the Letter of Credit Amount shall be automatically increased immediately following such payment by the amount paid for accrued interest on the Bonds (other than such interest component attributable to the Bonds, the principal of which was paid with the proceeds of such drawing) in connection therewith (provided that such automatic reinstatement shall be revoked upon notice from the Agent to the Credit Facility Trustee, at the request of the Majority Banks, of such revocation within seven (7) calendar days from and after the date on which such drawing was honored), and (ii) with respect to any Purchase Drawing, the Letter of Credit Amount shall be automatically increased by an amount equal to (x) the amount drawn by such Purchase Drawing upon reimbursement of such amount to the Issuing Bank, less (y) the portion of the amount in clause (x) ---- hereof representing principal and interest attributable to any Liquidity Bank Bonds, or Bonds held at such time in the name of the Borrower, the Issuer or the User. The Agent shall provide notice to the Credit Facility Trustee and the Trustee of receipt of funds in -7- respect of reimbursement for each drawing under a Special Letter of Credit which has been honored by the Issuing Bank, specifying the date and amount of such reimbursement, and of the related drawing; provided that, failure to provide such notice shall not diminish the obligations of the Borrower hereunder. (k) The obligations of the Borrower in respect of the Special Letters of Credit shall be governed in all respects by the terms and provisions of the Credit Agreement, as amended by this Third Amendment. (d) Section 3.01 of the Credit Agreement is hereby amended to add the following new subsection (d) to the end of said Section 3.01: (d) Notwithstanding anything in this Agreement to the contrary, proceeds of amounts paid to the Issuing Bank for reimbursement of a drawing under a Special Letter of Credit honored by the Issuing Bank shall be promptly thereafter distributed by the Agent to each Bank in accordance with such Bank's Pro Rata Percentage interest in such Special Letter of Credit for reduction of principal or interest outstanding, as the case may be, with respect to such Bank's participation in such drawing. (e) Section 7.12 of the Credit Agreement shall be amended by deleting the first sentence following clause (iv) in said Section 7.12, and substituting in lieu thereof the following: Notwithstanding the above, and in any event, except for (i) Guaranties by the Borrower of indebtedness or obligations of any Subsidiary, or (ii) Guaranties of any Subsidiary of indebtedness or obligations of the Borrower, or (iii) the Guaranty by the Borrower of the obligations of the Dugas Partnership In Commendam in respect of the Series 1995 Lafayette Bonds and the Special Letter of Credit issued in connection therewith, neither the Borrower nor any Subsidiary shall enter into any Guaranty (other than checks deposited and/or endorsed in the ordinary course of business of the Borrower or any Subsidiary) unless (A) liability incurred by the Borrower or such Subsidiary under such Guaranty is secured and is for a Primary Obligor's indebtedness or other obligation, and (B) upon payment by the Borrower or such Subsidiary on account of (or in connection with) its obligations under the Guaranty or, after compliance with -8- applicable foreclosure proceedings specified by law or otherwise agreed upon, the Borrower or such Subsidiary will become subrogated to the right, title and interests of the beneficiary of the Guaranty or of the Primary Obligor, to all Property securing such liability. SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment ------------------------------------------ shall become effective upon satisfaction of the following conditions: (a) Each Bank shall have received on or before the effective date of this Amendment (the "Effective Date") this Amendment, executed by the Borrower, the Agent and the Banks and each Guarantor: (b) The Agent shall have received copies of the executed Bond Documents, as that term is defined in the Refunding Agreements dated June 1, 1995 between the Lafayette Issuer and the Dugas Partnership In Commendam, and between the Calcasieu Issuer and the Borrower, respectively, certified by an officer of the Borrower as being true and correct copies of such Bond Documents; (c) The Agent shall have received a legal opinion from counsel for each of the Borrower, each Guarantor and the Trustee. in form and substance satisfactory to the Banks, and such other documents or instruments as the Agent may reasonably request. SECTION 3. Representations of Borrower. The Borrower hereby --------------------------- represents and warrants to the Banks the following: (a) All of the representations and warranties contained in Article V of the Credit Agreement are true and correct on and as of the date hereof and will be true and correct after giving effect to this Amendment; and (b) No event which constitutes a Default or an Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment. SECTION 4. Capitalized Terms. The capitalized terms used herein which ----------------- are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 5. Ratification. The Credit Agreement, as hereby amended, is -------------- in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect. -9- SECTION 6. Counterparts. This Amendment may be executed in several ------------- counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. SECTION 7. GOVERNING LAW THIS AMENDMENT SHALL BE GOVERNED BY, AND -------------- CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. SECTION 8. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS ------------------ AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. -10- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto, signed on July 12, 1995 but dated for identification purposes and effective as of June 1, 1995. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] ____________________________ Title: _________________________ AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] ____________________________ Title: Executive Vice President ________________________ BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity By: [SIGNATURE APPEARS HERE] ____________________________ Title: Executive Vice President _________________________ FIRST INTERSTATE BANK OF TEXAS, N.A. [SIGNATURE APPEARS HERE] By: ____________________________ Title: David Anderson, Vice President _________________________ -11- NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] ____________________________ Title: Senior Vice President _________________________ SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] ____________________________ Title: Senior Vice President ________________________ BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity By: [SIGNATURE APPEARS HERE] ____________________________ Title: Executive Vice President _________________________ FIRST INTERSTATE BANK OF TEXAS, N.A. [SIGNATURE APPEARS HERE] By: ____________________________ Title: David Anderson, Vice President _________________________ -12- Consent of Guarantors - --------------------- WEINGARTEN REALTY INVESTORS, as successor by merger to: WEINGARTEN/JONES ROAD COMPANY, INC. WEINGARTEN RAILSPUR, INC. WRI/BAY CITY, INC. WEINGARTEN/VILLAGE ARCADE, INC. AMARILLO CENTERS, INC. CYPRESS/WESTFIELD, INC. WEINGARTEN/NEW YORK, INC. WRI/PUCKETT, INC. WRI/SW PARK II, INC. MESQUITE/TOWN EAST, INC. WTSC, INC. WRI/BELL, INC. WEINGARTEN/VILLAGE ARCADE II, INC. WEINGARTEN/LUBBOCK, INC. WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] __________________________________ Title: __________________________________ WEINGARTEN/LUFKIN, INC. (formerly WRI/Central Park North, Inc.), as successor by merger to: WEINGARTEN/LUFKIN THEATER, INC. WRI/LATHROP INC. WEINGARTEN/SOUTHGATE, INC. By: [SIGNATURE APPEARS HERE] __________________________________ Title: __________________________________ WEINGARTEN/NOSTAT, INC. (formerly Weingarten/Arkansas, Inc.), as successor by merger to: WEINGARTEN/MAINE, INC. WEINGARTEN/TENNESSEE, INC. WEINGARTEN/OKLAHOMA, INC. WEINGARTEN/ARIZONA, INC. WRI/MINISTORAGE, INC. By: [SIGNATURE APPEARS HERE] __________________________________ Title: __________________________________ WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE] __________________________________ Title: __________________________________ WRI/POST OAK, INC. By: [SIGNATURE APPEARS HERE] __________________________________ Title: __________________________________ FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of September 20, 1995, is by and among Weingarten Realty Investors, a Texas real estate investment trust (the "BORROWER") AND TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A., a national banking association ("NationsBank"), Signet Bank/Virginia ("Signet',) and Commerzbank A.G., a domestic branch of a bank organized under the laws of Germany ("Commerzbank"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank, Signet and Comrnerzbank, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, the Banks (excluding Commerzbank) and the Borrower are parties to that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to reduce the amount payable for the Unused Borrowing Commitment Fee, to add Commerzbank as a lender under the Credit Agreement, and to amend certain related provisions under the Credit Aareement: NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENTS. (a) Section 2.04 (a) of the Credit Agreement is hereby amended solely for the period commencing retroactively on August 1, 1995, to and including November 21, 1996 by: (i) deleting from the first line of the Unused Borrowing Commitment Fee calculation table immediately following the first full paragraph of such definition, reference to the percentage ".20%, and substituting in lieu thereof, ".l65%"; and (ii) deleting from the reference table indicated for the Coverage Ratio following the proviso in said Section 2.04(a), reference to the percentage ".20%", and substituting in lieu thereof ".165%". ; provided that, from and after November 21, 1996 Section 2.04(a) shall be in effect in its form immediately prior to the foregoing amendments. -1- (b) Section 10.08(a)(i) of the Credit Agreement is hereby amended as of the Effective Date (as defined below) to delete the number "$80,000,000" in said clause (i), and to substitute in lieu thereof the number "$73,000,000". (c) Weingarten Nostat, Inc. ( in its capacity as successor by merger to Mesquite/Town East, Inc.) hereby ratifies and confirms the Consent of Guarantor contnined in the Third Amendment to Credit Agreement, dated effective as of June 1, 1995 but with an "Effective Date" stipulated by the parties to be July 12, 1995. Such Third Amendment inadvertently and erroneously indicated that the Borrower was successor by merger to Mesquite/Town East, Inc. (d) In connection with, and contemporaneously with, this Amendment, Commerzbank has purchased (or will purchase) from each of TCB, Signet, First Interstate and NationsBank, in accordance with Section 10.08 of the Credit Agreement, as amended hereby, a portion of the Commitments and the Notes held by such Banks, and of the interest of each such Bank in Letters of Credit which are issued and outstanding, and accordingly Comrnerzbank shall be, and shall be deemed to be, for all purposes a "Bank" under the Credit Agreement and the other Loan Documents. The requirement under Section 10.08(a) of the Credit Agreement that each assignment shall equal or exceed the lesser of $10,000,000 or the remaining Commitment held by an Assigning Bank is hereby waived for purposes of the purchases described in the foregoing sentence. After giving effect to this Amendment, each Bank's replacement Note, dated September 20, 1995, and each Bank's Commitment shall be in the principal amount set forth below:
Bank Principal Amount ---- ---------------- TCB $ 73,000,000 NationsBank $ 45,000,000 First Interstate $ 40,000,000 Signet $ 22,000,000 Commerzbank $ 20.000.000 ------------ Total $200,000,000
SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective upon satisfaction of the following conditions (which shall be evidenced by the signatures of all parties hereto; such date shall be deemed to be the "Effective Date", and such date shall be evidenced by a notice in writing from Agent to Borrower and Banks sent on the date on which the last signature has been received, or as soon as practical thereafter): (a) The Agent shall have received, on behalf of each Bank, this Amendment, executed by the Borrower, the Agent, the Banks and each Guarantor; (b) The Agent shall have received from each of Commerzbank, TCB, NationsBank, First Interstate and Signet an Assignment and Acceptance Agreement with respect to -2- the purchase by COMMERZBANK OF THE Commitments, the Notes and interests in Letters of Credit held by TCB, NationsBank, First Interstate and Signet; (c) The Borrower shall have executed and delivered to the Agent for each of TCB, NationsBank, First Interstate, Signet and Commerzbank, new replacement Notes in the amount of each such Bank's Pro Rata Share of the Commitments, after giving effect to the purchases described in Section l(d) of this Amendment in exchange for executed copies of each of the Assignment and Acceptance Agreements and the old Notes; and (d) The Agent shall have received such other documents or instruments as the Agent may reasonably request. SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower hereby represents and warrants to the Banks the following: (a) All of the representations and warranties contained in Article V of the Credit Agreement are true and correct on and as of the date hereof and will be true and correct after giving effect to this Amendment; and (b) No event which constitutes a Default or an Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment. SECTION 4. NOTICES. Agent and Commerzbank hereby designate their current address for notices pursuant to Section 10.02 ofthe Credit Agreement as follows: Agent: Texas Commerce Bank National Association 712 Main Street Houston, Texas 77002 Attention: Mr. Stephen Oglesby With a copy to: 1111 Fannin Houston, Texas 77002 Attention: Manager, Loan Syndication Services Commerzbank: Commerzbank, A.G. 1230 Peachtree Street, N.E. Suite 3500 Atlanta, Georgia 30309 Attention: Mr. John Hoyt Mr. Harry Yergey - 3 - SECTION 5. CAPITALIZED TERMS. The capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 6. RATIFICATION. The Credit Agreement, as hereby amended, is in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect. SECTION 7. COUNTERPARTS. This Amendment may be executed in several counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. SECTION 9. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. -4- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto, dated as of the date and year first written above. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Executive Vice President and Chief Financial Officer ------------------------------------ AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Executive Vice President ------------------------------------ BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Executive to Vice President ------------------------------------ FIRST INTERSTATE BANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Vice President ------------------------------------ -5- Signature page of Fourth Amendment to Credit Agreement dated as of September 20, 1995 NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Senior Vice President ------------------------------------ SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Senior Vice President ------------------------------------ COMMERZBANK, A.G. By: [SIGNATURE OF ANDREAS K. BREMER APPEARS HERE] ---------------------------------------- Title: Senior Vice President & Manager ------------------------------------ COMMERZBANK, A.G. By: [SIGNATURE OF ERIC R. KAGERER APPEARS HERE] ---------------------------------------- Title: Assistant Vice President ------------------------------------ -6- Consent of Guarators: WEINGARTEN REALTY INVESTORS, as successor by merger to: WEINGARTEN/JONES ROAD COMPANY, INC. WEINGARTEN RAILSPUR, INC. WRI/BAY CITY, INC. WEINGARTEN/VILLAGE ARCADE, INC. AMARILLO CENTERS, INC. CYPRESS/WESTFIELD, INC. WEINGARTEN/NEW YORK, INC. WRI/PUCKETT, INC. WRI/SW PARK II, INC. WTSC, INC. WRI/BELL, INC. WEINGARTEN/VILLAGE ARCADE II, INC. WEINGARTEN/LUBBOCK, INC. WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] ------------------------------------- Title: Vice President ---------------------------------- WEINGARTEN/LUFKIN, INC. (formerly WRI/Central Park North, Inc.), as successor by merger to: WEINGARTEN/LUFKIN THEATER, INC. WRI/LATHROP INC. WEINGARTEN/SOUTHGATE, INC. By: [SIGNATURE APPEARS HERE] ------------------------------------- Title: Vice President --------------------------------- -7- Signature page of Fourth Amendment to Credit Agreement dated as of September 20, 1995 WEINGARTEN NOSTAT, INC. (formerly Weingarten/Arkansas, Inc.) as successor by merger to: WEINGARTEN/MAINE, INC. WEINGARTEN/TENNESSEE, INC. WEINGARTEN/OKLAHOMA,INC. WEINGARTEN/ARIZONA, INC. WRI/MINISTORAGE, INC. MESQUITE/TOWN EAST, INC. By: [SIGNATURE APPEARS HERE] ----------------------------------- Title: Vice President ------------------------------- WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE] ----------------------------------- Title: Vice President ------------------------------- WRI/POST OAK, INC. By: [SIGNATURE APPEARS HERE] ----------------------------------- Title: Vice President ------------------------------- -8- Signature page of Fourth Amendment to Credit Agreement dated as of September 20, 1995 THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of October 22, 1995, is by and among Weingarten Realty Investors, a Texas real estate investment trust ("Borrower") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A., a national banking association ("NationsBank"), Signet Bank/Virginia ("Signet") and Commerzbank, A.G., a domestic branch of a bank organized under the laws of Germany ("Commerzbank"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank, Signet and Commerzbank, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, the Banks and the Borrower are parties to that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, pursuant to Section 2.11 ot the Credit Agreement, the Borrower has given timely notice in writing to the Agent reflecting the Borrower's desire to extend the Termination Date to a date which is the first anniversary of the current Termination Date, and the Banks have consented to such extension; WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to extend the Termination Date to a date which is the first anniversary of the current Termination Date; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENTS. (a) Section 2.11 of the Credit Agreement is hereby amended by deleting from the second line of the section the date "November 21, 1997" therefrom, and substituting in lieu thereof the date "November 21, 1998". (b) The definition of "Termination Date" under Section 1.01 of the Credit Agreement is hereby amended by deleting the date "November 21, 1997" therefrom, and substituting in lieu thereof the date "November 21, 1998". SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective upon satisfaction of the following conditions (which shall be evidenced by the signatures of all parties hereto; such date shall be deemed to be the "Effective Date"): -1- (a) The Agent shall have received, on behalf of each Bank, this Amendment, executed by the Borrower, the Agent, the Banks and each Guarantor; (b) The Agent shall have received such other documents or instruments as the Agent may reasonably request. SECTION 3. REPRESENTATIONS OF BORROWER. The Borrower hereby represents and warrants to the Banks the following: (a) All of the representations and warranties contnined in Article V of the Credit Agreement are true and correct on and as of the date hereof and will be true and correct after giving effect to this Amendment; and (b) No event which constitutes a Default or an Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment. SECTION 4. CAPITALIZED TERMS. The capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 5. RATIFICATION. The Credit Agreement, as hereby amended, is in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect. SECTION 6. COUNTERPARTS. This Amendment may be executed in several counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. SECTION 8. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. -2- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto, dated as of the date and year first written above. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Executive Vice President ------------------------------------ AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Vice President ------------------------------------ BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Vice President ------------------------------------ FIRST INTERSTATE BANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Vice President ------------------------------------ -3- Signature page of Fifth Amendment to Credit Agreement dated as of October 22, 1995 NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Senior Vice President ------------------------------------ SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Senior Vice President ------------------------------------ COMMERZBANK, A.G. By: [SIGNATURE OF ANDREAS K. BREMER APPEARS HERE] ---------------------------------------- Title: Senior Vice President & Manager ------------------------------------ COMMERZBANK, A.G. By: [SIGNATURE OF HARRY P. YERGEY APPEARS HERE] ---------------------------------------- Title: Vice President ------------------------------------ -4- Signature page of Fifth Amendment to Credit Agreement dated as of October 22, 1995 Consent of Guarators: WEINGARTEN REALTY INVESTORS, as successor by merger to: WEINGARTEN/JONES ROAD COMPANY, INC. WEINGARTEN RAILSPUR, INC. WRI/BAY CITY, INC. WEINGARTEN/VILLAGE ARCADE, INC. AMARILLO CENTERS, INC. CYPRESS/WESTFIELD, INC. WEINGARTEN/NEW YORK, INC. WRI/PUCKETT, INC. WRI/SW PARK II, INC. WTSC, INC. WRI/BELL, INC. WEINGARTEN/VILLAGE ARCADE II, INC. WEINGARTEN/LUBBOCK, INC. WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] ------------------------------------- Title: Vice President ---------------------------------- WEINGARTEN/LUFKIN, INC. (formerly WRI/Central Park North, Inc.), as successor by merger to: WEINGARTEN/LUFKIN THEATER, INC. WRI/LATHROP INC. WEINGARTEN/SOUTHGATE, INC. By: [SIGNATURE APPEARS HERE] ------------------------------------- Title: Vice President --------------------------------- -5- SIGNATURE PAGE OF FIFTH AMENDMENT TO CREDIT AGREEMENT DATED AS OF OCTOBER 22, 1995 WEINGARTEN NOSTAT, INC. (formerly Weingarten/Arkansas, Inc.) as successor by merger to: WEINGARTEN/MAINE, INC. WEINGARTEN/TENNESSEE, INC. WEINGARTEN/OKLAHOMA,INC. WEINGARTEN/ARIZONA, INC. WRI/MINISTORAGE, INC. MESQUITE/TOWN EAST, INC. By: [SIGNATURE APPEARS HERE] ----------------------------------- Title: Vice President ------------------------------- WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE] ----------------------------------- Title: Vice President ------------------------------- WRI/POST OAK, INC. By: [SIGNATURE APPEARS HERE] ----------------------------------- Title: Vice President ------------------------------- -6- SIGNATURE PAGE OF FIFTH AMENDMENT TO CREDIT AGREEMENT DATED AS OF OCTOBER 22, 1995 SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of November , 1995, is by and among Weingarten Realty Investors, a Texas real estate investment trust (the "Borrower") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), First Interstate Bank of Texas, N.A., a national banking association ("First Interstate"), NationsBank of Texas, N.A., a national banking association ("NationsBank"), Signet Bank/Virginia ("Signet,') and Commerzbank, A.G., a domestic branch of a bank organized under the laws of Germany ("Commerzbank"), and each other bank which is a party to the Credit Agreement (collectively, with TCB, First Interstate, NationsBank, Signet and Commerzbank, the "Banks") and TCB as Agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Agent, the Banks and the Borrower are parties to that certain Credit Agreement dated and effective as of November 22, 1994 (as it has been and may be hereafter amended or otherwise modified and in effect from time to time, the "Credit Agreement"); WHEREAS, the Banks and the Borrower wish to amend the Credit Agreement to increase the principal amount of the Letter of Credit Commitments; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth. the Banks, the Agent and the Borrower agree as follows: SECTION 1. AMENDMENT. (a) The definition of "Letter of Credit Commitment" under Section 1.01 of the Credit Agreement is hereby amended by deleting the number "$15,000,000" therefrom, and substituting in lieu thereof the number "$50,000,000". SECTION 2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective upon satisfaction of the following conditions (which shall be evidenced by the signatures of all parties hereto; such date shall be deemed to be the "Effective Date"): (a) The Agent shall have received, on behalf of each Bank, this Amendment, executed by the Borrower, the Agent, the Banks and each Guarantor; (b) The Agent shall have received such other documents or instruments as the Agent may reasonably request. SECTION 3. Representations of Borrower. The Borrower hereby represents and warrants to the Banks the following: -1- (a) All of the representations and warranties contained in Article V of the Credit Agreement are true and correct on and as of the date hereof and will be true and correct after giving effect to this Amendment; and (b) No event which constitutes a Default or an Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing, or would result from the execution and delivery of this Amendment. SECTION 4. CAPITALIZED TERMS. The capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein shall have the meanings specified therein. SECTION 5. RATIFICATION. The Credit Agreement, as hereby amended, is in all respects ratified and confirmed, and all other rights and powers created thereby or thereunder shall be and remain in full force and effect. SECTION 6. COUNTERPARTS. This Amendment may be executed in several counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. SECTION 8. PRIOR AGREEMENTS. THE CREDIT AGREEMENT, THE NOTES, THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS & COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto, dated as of the date and year first written above. BORROWER: WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Executive Vice President ------------------------------------ AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, Agent By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Vice President ------------------------------------ BANKS: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, in its individual capacity By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Vice President ------------------------------------ FIRST INTERSTATE BANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Vice President ------------------------------------ -3- SIGNATURE PAGE OF SIXTH AMENDMENT TO CREDIT AGREEMENT DATED AS NOVEMBER __, 1995 NATIONSBANK OF TEXAS, N.A. By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Senior Vice President ------------------------------------ SIGNET BANK/VIRGINIA By: [SIGNATURE APPEARS HERE] ---------------------------------------- Title: Senior Vice President ------------------------------------ COMMERZBANK, A.G. Atlanta Agency By: [SIGNATURE OF ANDREAS BREMER APPEARS HERE] ---------------------------------------- Title: Senior Vice President & Manager ------------------------------------ COMMERZBANK, A.G. Atlanta Agency By: [SIGNATURE OF HARRY YERGEY APPEARS HERE] ---------------------------------------- Title: Vice President ------------------------------------ -4- SIGNATURE PAGE OF SIXTH AMENDMENT TO CREDIT AGREEMENT DATED AS NOVEMBER __, 1995 Consent of Guarators: WEINGARTEN REALTY INVESTORS, as successor by merger to: WEINGARTEN/JONES ROAD COMPANY, INC. WEINGARTEN RAILSPUR, INC. WRI/BAY CITY, INC. WEINGARTEN/VILLAGE ARCADE, INC. AMARILLO CENTERS, INC. CYPRESS/WESTFIELD, INC. WEINGARTEN/NEW YORK, INC. WRI/PUCKETT, INC. WRI/SW PARK II, INC. WTSC, INC. WRI/BELL, INC. WEINGARTEN/VILLAGE ARCADE II, INC. WEINGARTEN/LUBBOCK, INC. WRI/NEDERLAND, INC. By: [SIGNATURE APPEARS HERE] ------------------------------------- Title: Vice President ---------------------------------- WEINGARTEN/LUFKIN, INC. (formerly WRI/Central Park North, Inc.), as successor by merger to: WEINGARTEN/LUFKIN THEATER, INC. WRI/LATHROP INC. WEINGARTEN/SOUTHGATE, INC. By: [SIGNATURE APPEARS HERE] ------------------------------------- Title: Vice President --------------------------------- -5- SIGNATURE PAGE OF SIXTH AMENDMENT TO CREDIT AGREEMENT DATED AS NOVEMBER __, 1995 WEINGARTEN NOSTAT, INC. (formerly Weingarten/Arkansas, Inc.) as successor by merger to: WEINGARTEN/MAINE, INC. WEINGARTEN/TENNESSEE, INC. WEINGARTEN/OKLAHOMA,INC. WEINGARTEN/ARIZONA, INC. WRI/MINISTORAGE, INC. MESQUITE/TOWN EAST, INC. By: [SIGNATURE APPEARS HERE] ----------------------------------- Title: Vice President ------------------------------- WEINGARTEN REALTY MANAGEMENT COMPANY By: [SIGNATURE APPEARS HERE] ----------------------------------- Title: Vice President ------------------------------- WRI/POST OAK, INC. By: [SIGNATURE APPEARS HERE] ----------------------------------- Title: Vice President ------------------------------- -6- SIGNATURE PAGE OF SIXTH AMENDMENT TO CREDIT AGREEMENT DATED AS NOVEMBER __, 1995 EX-10.28 7 NOTE 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 AH 9 $2,000,000 ------------------ ------------ ---------- WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE: 11/7/95 6.84% 11/7/07 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. 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- 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 $2,000,000, 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 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 -3- 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 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 -4- 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. 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. -5- 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. 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 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 -6- 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 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. -7- 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. 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. -8- IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be executed. WEINGARTEN REALTY INVESTORS By: Name: Title: Dated: November 7, 1995 -9- 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 -10- 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 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 -11- 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 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 -12- 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 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. -13- 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. 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. -14- 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. -15- 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: $____________________________ Date: ______________________________________ _________________________________________________ Notice: The signature(s) on this Option to Elect 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. -16- EX-10.29 8 NOTE EXHIBIT 10.29 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 AJ5 $5,000,000 ---------------- ---------- ---------- WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE: 11/20/95 6.84% 11/20/07 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. 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- 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 $5,000,000 , 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 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 -3- 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 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 -4- 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. 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. -5- 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. 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 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 -6- 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 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. -7- 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. 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. -8- IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be executed. WEINGARTEN REALTY INVESTORS By: Name: Title: Attest: By: Name: Title: Dated: November 20, 1995 -9- 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 -10- 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 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 -11- 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 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 -12- 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 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. -13- 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. 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. -14- 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. -15- 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: $____________________________ Date: ______________________________________ Notice: The signature(s) on this Option to Elect 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. -16- EX-10.30 9 NOTE 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-010 94874R AK2 $10,000,000 - ----------- ----------- ----------- WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE: 12/11/95 6.62% 12/11/07 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. 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: N/A -2- 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 $10,000,000, 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 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 -3- 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 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 -4- 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. 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. -5- 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. 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 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 -6- 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 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. -7- 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. 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. -8- IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be executed. WEINGARTEN REALTY INVESTORS By: Name: Title: Attest: By: Name: Title: Dated: December 11, 1995 -9- 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 -10- 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 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 -11- 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 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 -12- 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 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. -13- 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. 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. -14- 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. -15- 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: $____________________________ Date: ____________________________________________ _______________________________________________________________________________ Notice: The signature(s) on this Option to Elect 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. -16- EX-10.31 10 NOTE EXHIBIT 10.31 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-011 94874R AL 0 $2,000,000 - ----------- ----------- ---------- WEINGARTEN REALTY INVESTORS SENIOR MEDIUM-TERM NOTE, SERIES A (Fixed Rate) ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE: 12/14/95 6.65% 12/14/07 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. 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: N/A -2- 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 $2,000,000 , 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 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 -3- 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 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 -4- 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. 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. -5- 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. 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 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 -6- 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 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. -7- 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. 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. -8- IN WITNESS WHEREOF, Weingarten Realty Investors has caused this Note to be executed. WEINGARTEN REALTY INVESTORS By: Name: Title: Attest: By: Name: Title: Dated: December 14, 1995 -9- 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 -10- 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 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 -11- 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 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 -12- 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 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. -13- 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. 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. -14- 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. -15- 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: $____________________________ Date: ______________________________________ ________________________________________________________________________________ Notice: The signature(s) on this Option to Elect 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. -16- EX-10.32 11 CREDIT NOTE EXHIBIT 10.32 WEINGARTEN REALTY INVESTORS REVOLVING CREDIT NOTE --------------------- $73,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of TEXAS COMMERCE BANK NATIONAL ASSOCIATION (the "Bank") the principal sum of SEVENTY-THREE MILLION AND 00/100 DOLLARS ($73,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22,1994, between the undersigned, the Bank in its own capacity and as Agent, and the other banks which are party thereto, as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Bank in its own capacity and as Agent, and the other banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined hereinafter shall have the same respective meanings ascribed to them as in the Credit Agreement. If any payment of principal or interest on this Note shall become due on a day which is not a Business Day, such payment shall be made in the next succeeding business day, and such extension of time shall in such case be considered in computing interest in connection with such payment. Payments of both principal and interest are to be made in immediately available funds at the office of the Agent, 712 Main Street, Houston, Texas, or such other place as the holder shall designate in writing to the maker. If default is made in the payment of this Note and it is placed in the hands of an attorney for collection, or collected through bankruptcy proceedings, or if suit is brought on this Note, the maker agrees to pay reasonable attorneys' fees in addition to all other amounts owing hereunder. This Note is the Note provided for in, and is entitled to the benefits of, the Credit Agreement, which, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments of principal hereof prior to the maturity hereof upon terms and conditions therein specified, and to the effect that no provision of the Credit Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder, but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1988 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any personal liability for the payment of any indebtedness or other liabilities incurred by the Borrower hereunder or for the performance of any agreements made by the Borrower hereunder, nor for any other act, omission or obligation incurred by the Borrower or by the Trust Managers except, in the case of a Trust Manager, any liability arising from his own wilful misfeasance ro malfeasance or gross negligence. WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] ____________________________ Name: Joseph William Robertson, Jr. Title: Executive Vice President 2 Page 2 of Revolving Credit Note dated September 20, 1995, in the original principal sum of $73,000,000, payable to the order of Texas Commerce Bank National Association EX-10.33 12 CREDIT NOTE EXHIBIT 10.33 WEINGARTEN REALTY INVESTORS REVOLVING CREDIT NOTE --------------------- $45,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of NATIONSBANK OF TEXAS, N.A. (the "Bank") the principal sum of FORTY-FIVE MILLION AND 00/100 DOLLARS ($45,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22, 1994, between the undersigned, Texas Commerce Bank National Association, as Agent, and the banks which are party thereto, as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Agent, and the banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the same respective meanings ascribed to them as in the Credit Agreement. If any payment of principal or interest on this Note shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding business day, and such extension of time shall in such case be considered in computing interest in connection with such payment. Payments of both principal and interest are to be made in immediately available funds at the office of the Agent, 712 Main Street, Houston, Texas, or such other place as the holder shall designate in writing to the maker. If default is made in the payment of this Note and it is placed in the hands of an attorney for collection, or collected through bankruptcy proceedings, or if suit is brought on this Note, the maker agrees to pay reasonable attorneys' fees in addition to all other amounts owing hereunder. This Note is the Note provided for in, and is entitled to the benefits of, the Credit Agreement, which, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments of principal hereof prior to the maturity hereof upon terms and conditions therein specified, and to the effect that no provision of the Credit 1 Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1988 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any personal liability for the payment of any indebtedness or other liabilities incurred by the Borrower hereunder or for the performance of any agreements made by the Borrower hereunder, nor for any other act, omission or obligation incurred by the Borrower or by the Trust Managers except, in the case of a Trust Manager, any liability arising from his own wilful misfeasance or malfeasance or gross negligence. WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] ___________________________________ Name: Joseph William Robertson, Jr. Title: Executive Vice President 2 Page 2 of Revolving Credit Note dated September 20, 1995, in the original principal sum of $45,000,000, payable to the order of NationsBank of Texas, N.A. EX-10.34 13 CREDIT NOTE EXHIBIT 10.34 WEINGARTEN REALTY INVESTORS REVOLVING CREDIT NOTE --------------------- $40,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of FIRST INTERSTATE BANK OF TEXAS, N.A. (the "Bank") the principal sum of FORTY MILLION AND 00/100 DOLLARS ($40,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22, 1994, between the undersigned, Texas Commerce Bank National Association, as Agent, and the banks which are party thereto (including the Bank), as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Agent, and the banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the same respective meanings ascribed to them as in the Credit Agreement. If any payment of principal or interest on this Note shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding business day, and such extension of time shall in such case be considered in computing interest in connection with such payment. Payments of both principal and interest are to be made in immediately available funds at the office of the Agent, 712 Main Street, Houston, Texas, or such other place as the holder shall designate in writing to the maker. If default is made in the payment of this Note and it is placed in the hands of an attorney for collection, or collected through bankruptcy proceedings, or if suit is brought on this Note, the maker agrees to pay reasonable attorneys' fees in addition to all other amounts owing hereunder. This Note is the Note provided for in, and is entitled to the benefits of, the Credit Agreement, which, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments of principal hereof prior to the maturity hereof upon terms and conditions therein specified, and to the effect that no provision of the Credit 1 Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1988 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any personal liability for the payment of any indebtedness or other liabilities incurred by the Borrower hereunder or for the performance of any agreements made by the Borrower hereunder, nor for any other act, omission or obligation incurred by the Borrower or by the Trust Managers except, in the case of a Trust Manager, any liability arising from his own wilful misfeasance or malfeasance or gross negligence. WEINGARTEN REALTY INVESTORS By: [SIGNATURE APPEARS HERE] ___________________________________ Name: Joseph William Robertson, Jr. Title: Executive Vice President 2 Page 2 of Revolving Credit Note dated September 20, 1995, in the original principal sum of $40,000,000, payable to the order of First Interstate Bank of Texas, N.A. EX-10.35 14 CREDIT NOTE EXHIBIT 10.35 WEINGARTEN REALTY INVESTORS REVOLVING CREDIT NOTE --------------------- $22,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of SIGNET BANK/VIRGINIA (the "Bank") the principal sum of TWENTY-TWO MILLION AND 00/100 DOLLARS ($22,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22, 1994, between the undersigned, Texas Commerce Bank National Association, as Agent, and the other banks which are party thereto, as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Agent and the banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the same respective meanings ascribed to them as in the Credit Agreement. If any payment of principal or interest on this Note shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding business day, and such extension of time shall in such case be considered in computing interest in connection with such payment. Payments of both principal and interest are to be made in immediately available funds at the office of the Agent, 712 Main Street, Houston, Texas, or such other place as the holder shall designate in writing to the maker. If default is made in the payment of this Note and it is placed in the hands of an attorney for collection, or collected through bankruptcy proceedings, or if suit is brought on this Note, the maker agrees to pay reasonable attorneys' fees in addition to all other amounts owing hereunder. This Note is the Note provided for in, and is entitled to the benefits of, the Credit Agreement, which, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments of principal hereof prior to the maturity hereof upon terms and conditions therein specified, and to the effect that no provision of the Credit 1 Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1988 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any personal liability for the payment of any indebtedness or other liabilities incurred by the Borrower hereunder or for the performance of any agreements made by the Borrower hereunder, nor for any other act, omission or obligation incurred by the Borrower or by the Trust Managers except, in the case of a Trust Manager, any liability arising from his own wilful misfeasance or malfeasance or gross negligence. WEINGARTEN REALTY INVESTORS By: /s/ Joseph William Robertson, Jr. ------------------------------------ Name: Joseph William Robertson, Jr. Title: Executive Vice President 2 Page 2 of Revolving Credit Note dated September 20, 1995, in the original principal sum of $22,000,000, payable to the order of Signet Bank/Virginia EX-10.36 15 CREDIT NOTE EXHIBIT 10.36 WEINGARTEN REALTY INVESTORS Revolving Credit Note --------------------- $20,000,000 September 20, 1995 FOR VALUE RECEIVED, the undersigned, Weingarten Realty Investors, a Texas real estate investment trust, hereby promises to pay to the order of COMMERZBANK, A.G. (the "Bank") the principal sum of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000) or the aggregate principal amount of Advances made pursuant to the Credit Agreement hereinafter mentioned and outstanding as of the maturity hereof, whether by acceleration or otherwise, whichever may be the lesser, on or before the Termination Date, together with interest on any and all amounts remaining unpaid hereon from time to time from the date hereof until maturity, payable as described in the Credit Agreement, and at maturity, in the manner and at the rates per annum as set forth in the Credit Agreement dated as of November 22, 1994, between the undersigned, Texas Commerce Bank National Association, as Agent, and the other banks which are party thereto, as such agreement has been heretofore amended, as amended by that certain Fourth Amendment to Credit Agreement, dated as of even date herewith between the undersigned, the Agent and the banks which are party thereto, and as hereafter amended or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the same respective meanings ascribed to them as in the Credit Agreement. If any payment of principal or interest on this Note shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding business day, and such extension of time shall in such case be considered in computing interest in connection with such payment. Payments of both principal and interest are to be made in immediately available funds at the office of the Agent, 712 Main Street, Houston, Texas, or such other place as the holder shall designate in writing to the maker. If default is made in the payment of this Note and it is placed in the hands of an attorney for collection, or collected through bankruptcy proceedings, or if suit is brought on this Note, the maker agrees to pay reasonable attorneys' fees in addition to all other amounts owing hereunder. This Note is the Note provided for in, and is entitled to the benefits of, the Credit Agreement, which, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments of principal hereof prior to the maturity hereof upon terms and conditions therein specified, and to the effect that no provision of the Credit 1 Agreement or this Note shall require the payment or permit the collection of interest in excess of the Highest Lawful Rate. It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences this Note shall remain valid and shall be in full force and effect as to Advances made pursuant to the Credit Agreement subsequent to each such occurrence. Except as expressly provided in the Credit Agreement, the maker and any and all endorsers, guarantors and sureties severally waive grace, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, notice of dishonor or default, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto, and agree to all renewals, extensions or partial payments hereon and to any release or substitution of security herefor, in whole or in part, with or without notice, before or after maturity. With respect to the incurrence of certain liabilities hereunder and the making of certain agreements by the Borrower as herein stated, such incurrence of liabilities and such agreements shall be binding upon the Borrower only as a trust formed under the Texas Real Estate Investment Trust Act pursuant to that certain Restated Declaration of Trust dated March 23, 1998 (as it is amended from time to time), and only upon the assets of such Borrower. No Trust Manager or officer or other holder of any beneficial interest in the Borrower shall have any personal liability for the payment of any indebtedness or other liabilities incurred by the Borrower hereunder or for the performance of any agreements made by the Borrower hereunder, nor for any other act, omission or obligation incurred by the Borrower or by the Trust Managers except, in the case of a Trust Manager, any liability arising from his own wilful misfeasance or malfeasance or gross negligence. WEINGARTEN REALTY INVESTORS By: /s/ Joseph William Robertson, Jr. ------------------------------------ Name: Joseph William Robertson, Jr. Title: Executive Vice President 2 Page 2 of Revolving Credit Note dated September 20, 1995, in the original principal sum of $20,000,000 payable to the order of Commerzbank, A.G. EX-11.1 16 COMPUTATION EXHIBIT 11.1 WEINGARTEN REALTY INVESTORS COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1995 1994 1993 ---------- -------- -------- SIMPLE EARNINGS PER SHARE: WEIGHTED AVERAGE COMMON SHARES 26,464 26,190 24,211 OUTSTANDING...................... ========== ======== ======== SIMPLE EARNINGS PER SHARE.......... $ 1.69 $ 1.67 $ 1.50 ========== ======== ======== PRIMARY EARNINGS PER SHARE (NOTE A): WEIGHTED AVERAGE COMMON SHARES OUTSTANDING...................... 26,464 26,190 24,211 SHARES ISSUABLE FROM ASSUMED CONVERSION OF COMMON SHARE OPTIONS GRANTED AND OUTSTANDING...................... 29 55 77 ---------- -------- -------- WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, AS ADJUSTED......... 26,493 26,245 24,288 ========== ======== ======== PRIMARY EARNINGS PER SHARE...... $ 1.69 $ 1.67 $ 1.49 ========== ======== ======== FULLY DILUTED EARNINGS PER SHARE: (NOTE A - 1995 & 1994) (NOTE B - 1993): WEIGHTED AVERAGE COMMON SHARES OUTSTANDING...................... 26,464 26,190 24,211 SHARES ISSUABLE FROM ASSUMED CONVERSION OF: COMMON SHARES OPTIONS GRANTED AND OUTSTANDING................... 52 55 77 CONVERTIBLE DEBENTURES......... 1,153 ---------- -------- -------- WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, AS ADJUSTED......... 26,516 26,245 25,441 ========== ======== ======== FULLY DILUTED EARNINGS PER SHARE......................... $ 1.69 $ 1.67 $ 1.55 ========== ======== ======== EARNINGS FOR SIMPLE, PRIMARY AND FULLY DILUTED COMPUTATION: EARNINGS (SIMPLE AND PRIMARY EARNINGS PER SHARE COMPUTATION)............ $44,802 $43,788 $36,249 INTEREST ON CONVERTIBLE DEBENTURES. 3,120 ---------- -------- -------- EARNINGS (FULLY DILUTED EARNINGS PER SHARE COMPUTATION)................ $44,802 $43,788 $39,369 ========== ======== ========
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%. NOTE B--THIS CALCULATION IS SUBMITTED IN ACCORDANCE WITH REGULATION S-K ITEM 601 (B)(11) ALTHOUGH IT IS CONTRARY TO PARAGRAPH 40 OF APB OPINION NO. 15 BECAUSE IT PRODUCES AN ANTI-DILUTIVE RESULT. EX-12.1 17 COMPUTATION EXHIBIT 12.1 WEINGARTEN REALTY INVESTORS COMPUTATION OF FIXED CHARGES RATIOS THE FOLLOWING TABLE SETS FORTH THE COMPANY'S CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND OF FUNDS FROM OPERATIONS BEFORE INTEREST EXPENSE TO FIXED CHARGES FOR THE PERIODS SHOWN:
YEARS ENDED DECEMBER 31, ------------------------------------ 1995 1994 1993 1992 1991 ------- ------ ----- ----- ----- RATIO OF EARNINGS TO FIXED CHARGES........................ 3.05X 4.16X 3.94X 1.89X 1.72X RATIO OF FUNDS FROM OPERATIONS BEFORE INTEREST EXPENSE TO FIXED CHARGES........................ 4.48X 6.10X 5.83X 2.82X 2.52X
The ratios of earnings to fixed charges were computed by dividing earnings by fixed charges. The ratios of funds from operations before interest expense to fixed charges were computed by dividing funds from operations before interest expense by fixed charges. For these purposes, earnings is defined as income before extraordinary charge plus fixed charges (excluding interest costs capitalized). Funds from operations before interest expense is defined as net income plus depreciation and amortization of real estate assets and extraordinary charge, less gains (loss) on sales of property and securities plus interest on indebtedness. Fixed charges consist of interest on indebtedness (including interest costs capitalized), amortization of debt costs and the portion of rent expense representing an interest factor. EX-21.1 18 SUBSIDIARIES EXHIBIT 21.1 WEINGARTEN REALTY INVESTORS LIST OF SUBSIDIARIES OF THE REGISTRANT
SUBSIDIARY STATE OF INCORPORATION ---------- ---------------------- WEINGARTEN REALTY MANAGEMENT COMPANY... TEXAS WEINGARTEN/NOSTAT, INC................. TEXAS WEINGARTEN/LUFKIN, INC................. TEXAS WRI/POST OAK, INC...................... TEXAS WEINGARTEN PROPERTIES TRUST............ N/A MAIN/O.S.T., LTD....................... N/A PHELAN BOULEVARD VENTURE............... N/A NORTHWEST HOLLISTER VENTURE............ N/A WRI/INTERPAK VENTURE................... N/A EAST TOWN LAKE CHARLES CO.............. N/A ALABAMA-SHEPHERD SHOPPING CENTER....... N/A SHELDON CENTER, LTD.................... N/A JACINTO CITY, LTD...................... N/A WEINGARTEN/FINGER VENTURE.............. N/A ROSENBERG, LTD......................... N/A EASTEX VENTURE......................... N/A GJR/WEINGARTEN RIVER POINTE VENTURE.... N/A GJR/WEINGARTEN LITTLE YORK VENTURE..... N/A WRI/PALANS JOINT VENTURE............... N/A SOUTH LOOP LONG WAYSIDE COMPANY........ N/A LISBON ST. SHOPPING TRUST.............. N/A WRI/CROSBY............................. N/A WRI/DICKINSON.......................... N/A
EX-23.1 19 CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS Weingarten Realty Investors: We consent to the incorporation by reference in Registration Statements No. 33-20964, No. 33-24364, No. 33-41604, No. 33-52473, No. 33-54402 and No. 33- 54404 on Form S-8, in Post-Effective Amendment No. 1 to Registration Statement No. 33-25581 on Form S-8 and in Registration Statements No. 33-57659 and No. 33- 54529 on Form S-3 of our report dated February 22, 1996 appearing in this Annual Report on Form 10-K of Weingarten Realty Investors for the year ended December 31, 1995. DELOITTE & TOUCHE LLP Houston, Texas March 26,1996 EX-27.1 20 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WEINGARTEN REALTY INVESTORS' ANNUAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 1995. 1,000 12-MOS DEC-31-1995 DEC-31-1995 3,355 16,262 14,793 1,436 0 0 849,894 (216,657) 734,824 0 0 796 0 0 410,803 734,824 0 134,197 0 37,666 30,060 0 16,707 44,802 0 44,802 0 0 0 44,802 1.69 0
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