exv4w13



 





Exhibit 4.13




LIBERTY PROPERTY LIMITED PARTNERSHIP




ISSUER




TO




THE BANK OF NEW YORK TRUST COMPANY, N.A.

TRUSTEE




 






NINTH SUPPLEMENTAL INDENTURE

DATED AS OF DECEMBER 18, 2006




 






5.50% SENIOR NOTES DUE 2016




 






SUPPLEMENT TO INDENTURE,

DATED AS OF OCTOBER 24, 1997, BETWEEN

LIBERTY PROPERTY LIMITED PARTNERSHIP AND

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(AS SUCCESSOR TO J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

AND THE FIRST NATIONAL BANK OF CHICAGO)




 









 





          NINTH SUPPLEMENTAL INDENTURE, dated as of December 18, 2006, between LIBERTY PROPERTY LIMITED
PARTNERSHIP, a Pennsylvania limited partnership (the “Company”), having its principal offices at
500 Chesterfield Parkway, Malvern, Pennsylvania 19355, and THE BANK OF NEW YORK TRUST COMPANY, N.A.
(successor to J.P. Morgan Trust Company, National Association and The First National Bank of
Chicago), a national banking association organized under the laws of the United States of America,
as trustee (the “Trustee”), having its Corporate Trust Office at 227 West Monroe Street, Chicago,
Illinois 60606.




RECITALS




          WHEREAS, the Company executed and delivered its Indenture (the “Original Indenture”), dated as
of October 24, 1997, to the Trustee to issue from time to time for its lawful purposes debt
securities evidencing its unsecured indebtedness.




          WHEREAS, the Original Indenture provides that by means of a supplemental indenture, the
Company may create one or more series of its debt securities and establish the form and terms and
conditions thereof.




          WHEREAS, the Company intends by this Ninth Supplemental Indenture to (i) create a series of
debt securities to be issued from time to time in an unlimited principal amount entitled “Liberty
Property Limited Partnership 5.50% Senior Notes due 2016” (the “Notes”); and (ii) establish the
form and the terms and conditions of such Notes.




          WHEREAS, the Board of Trustees of Liberty Property Trust (the “Trust”), the general partner of
the Company, has approved the creation of the Notes and the form, terms and conditions thereof.




          WHEREAS, the consent of Holders to the execution and delivery of this Ninth Supplemental
Indenture is not required, and all other actions required to be taken under the Original Indenture
with respect to this Ninth Supplemental Indenture have been taken.




          NOW, THEREFORE IT IS AGREED:




ARTICLE ONE

Definitions, Creation, Form and Terms and Conditions of the Debt Securities




          SECTION 1.01 Definitions. (a) Capitalized terms used in this Ninth Supplemental
Indenture and not otherwise defined shall have the meanings ascribed to them in the Original
Indenture. In addition, the following additional terms shall have the following meanings to be
equally applicable to both the singular and the plural forms of the terms defined:




          “Closing Date” means December 18, 2006.




          “Global Note” means a single fully-registered global note in book entry form, without coupons,
substantially in the form of Exhibit A attached hereto.




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          “Indenture” means the Original Indenture as supplemented by this Ninth Supplemental Indenture




          “Intercompany Debt” means Debt to which the only parties are the Trust, any of its
subsidiaries, the Company and any Subsidiary, or Debt owed to the Trust arising from routine cash
management practices, but only so long as such Debt is held solely by any of the Trust, any of its
subsidiaries, the Company and any Subsidiary.




          “Subsidiary” shall have the meaning provided in the Original Indenture and shall include
Liberty Property Development Corp.-II and Liberty UK Development Corp.




     (b) The following term, which is defined in the Original Indenture, is amended and restated as
follows:



          “Reinvestment Rate” means the yield on Treasury securities at a constant maturity
corresponding to the remaining life (as of the date of redemption, and rounded to the nearest
month) to Stated Maturity of the principal being redeemed (the “Treasury Yield”), plus 0.15%. For
purposes hereof, the Treasury Yield shall be equal to the arithmetic mean of the yields published
in the Statistical Release under the heading “Week Ending” for “U.S. Government Securities –
Treasury Constant Maturities” with a maturity equal to such remaining life; provided, that if no
published maturity exactly corresponds to such remaining life, then the Treasury Yield shall be
interpolated or extrapolated on a straight-line basis from the arithmetic means of the yields for
the next shortest and next longest published maturities. For purposes of calculating the
Reinvestment Rate, the most recent Statistical Release published prior to the date of determination
of the Make-Whole Amount shall be used. If the format or content of the Statistical Release
changes in a manner that precludes determination of the Treasury Yield in the above manner, then
the Treasury Yield shall be determined in the manner that most closely approximates the above
manner, as reasonably determined by the Company.




          SECTION 1.02 Creation of the Debt Securities. In accordance with Section 301 of the
Original Indenture, the Company hereby creates the Notes as a separate series of its debt
securities issued pursuant to the Indenture. The Notes shall be issued in an aggregate principal
amount initially limited to $300,000,000.




          The Company may issue, in addition to the Notes originally issued on the Closing Date,
additional Notes. The Notes originally issued on the Closing Date and any additional Notes
originally issued subsequent to the Closing Date shall be a single series for all purposes under
the Indenture.




          SECTION 1.03 Form of the Debt Securities. The Notes will be represented by one or
more fully-registered global notes in book-entry form, without coupons, registered in the name of
the nominee of DTC. The Notes shall be in the form of Exhibit A attached hereto and the terms set
forth in such form shall be incorporated herein. So long as DTC, or its nominee, is the registered
owner of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner
or holder of the Notes represented by such Global Note for all purposes under the Indenture.
Ownership of beneficial interests in the Global Note will be shown on, and transfers thereof will
be effected only through, records maintained by

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DTC (with respect to beneficial interests of participants) or by participants or persons that hold
interests through participants (with respect to beneficial interests of beneficial owners).




          SECTION 1.04 Terms and Conditions of the Debt Securities. The Notes shall be governed
by all the terms and conditions of the Original Indenture, as supplemented by this Ninth
Supplemental Indenture, and in particular, the following provisions shall be the terms of the
Notes:




          (a) Optional Redemption. The Issuer may redeem the Notes at any time at the option of
the Issuer, in whole or from time to time in part, at a redemption price equal to the Redemption
Price.




          If notice of redemption has been given as provided in the Indenture and funds for the
redemption of the Notes called for redemption shall have been made available on the Redemption Date
referred to in such notice, such Notes will cease to bear interest on the date fixed for such
redemption specified in such notice and the only right of the Holders of such Notes from and after
the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes
in accordance with such notice.




          Notice of any optional redemption of any Notes will be given to Holders at their addresses, as
shown in the Security Register for the Notes, not more than 60 nor less than 30 days prior to the
date fixed for redemption. The notice of redemption will specify, among other items, the
Redemption Price and the principal amount of the Notes held by such Holder to be redeemed.




          If all or less than all of the Notes are to be redeemed at the option of the Issuer, the
Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such
shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be
redeemed and their Redemption Date. The Issuer shall give the Trustee notice of the Make-Whole
Amount promptly after the calculation thereof and if the Issuer has requested that the Trustee give
to the Holders the notice of redemption required by Section 1104 of the Original Indenture, such
notice from the Issuer shall be given to the Trustee at such time as shall permit the Trustee to
include notice of the Make-Whole Amount in such notice of redemption. The Trustee shall have no
responsibility for calculating the Make-Whole Amount. The Trustee shall select, in such manner as
it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes
to be redeemed in whole or in part.




          (b) Maturity; Payment of Principal and Interest. The principal amount of the Notes
shall be payable on December 15, 2016, subject to the provisions of the Indenture and the Notes.
Interest will accrue from December 18, 2006. The Notes will bear interest at 5.50% per annum,
payable in the manner and on the dates set forth in the Notes. Principal and interest payments on
interests represented by a Global Note will be made to DTC or its nominee, as the case may be, as
the registered owner of such Global Note. All payments of principal and interest in respect of the
Global Note will be made by the Issuer in immediately available funds. The principal of the Notes
payable on the Maturity Date or upon redemption will be paid against presentation and surrender of
the Notes at the corporate trust office of the Trustee at 227 West Monroe Street, Chicago, Illinois
60606, in such coin or currency of the United States of America




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     as at the time of payment is legal tender for payment of public or private debt.



          (c) Applicability of Defeasance or Covenant Defeasance. The provisions of Article 14
of the Original Indenture shall apply to the Notes.




ARTICLE TWO

Additional Covenants




          The Notes shall be governed by all the covenants contained in the Original Indenture, as
supplemented by this Ninth Supplemental Indenture. In addition, this Ninth Supplemental Indenture
amends and restates Section 1004 of the Original Indenture to read as follows:




     “SECTION 1004. Limitations on Incurrence of Debt.



          (a) The Company will not, and will not permit any Subsidiary to, incur any Debt, other than
Intercompany Debt, that is subordinate in right of payment to the Notes, if, immediately after
giving effect to the incurrence of such Debt and the application of the proceeds thereof, the
aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a
consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (i) the
Company’s Adjusted Total Assets as of the end of the most recent fiscal quarter prior to the
incurrence of such additional Debt and (ii) the increase in Adjusted Total Assets since the end of
such quarter (including any increase resulting from the incurrence of additional Debt).




          (b) The Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio
of Consolidated Income Available for Debt Service to the Annual Service Charge on the date on which
such additional Debt is to be incurred, on a pro forma basis, after giving effect to the incurrence
of such Debt and to the application of the proceeds thereof would have been less than 1.5 to 1.




          (c) The Company will not, and will not permit any Subsidiary to, incur any Debt secured by any
mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the
properties of the Company or any Subsidiary (“Secured Debt”), whether owned at the date hereof or
hereafter acquired, if, immediately after giving effect to the incurrence of such Secured Debt and
the application of the proceeds thereof, the aggregate principal amount of all outstanding Secured
Debt of the Company and its Subsidiaries on a consolidated basis is greater than 40% of the sum of
(i) the Company’s Adjusted Total Assets as of the end of the most recent fiscal quarter prior to
the incurrence of such additional Debt and (ii) the increase in Adjusted Total Assets since the end
of such quarter (including any increase resulting from the incurrence of additional Debt).




          (d) The Company will at all time maintain an Unencumbered Total Asset Value in an amount not
less than 150% of the aggregate principal amount of all outstanding unsecured Debt of the Company
and its Subsidiaries on a consolidated basis.




          For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt,
Debt shall be deemed to be “incurred” by the Company or a Subsidiary

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whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise become
liable in respect thereof.”




ARTICLE THREE

Trustee




          SECTION 3.01 Trustee. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Ninth Supplemental Indenture or the due
execution thereof by the Company. The recitals of fact contained herein shall be taken as the
statements solely of the Company, and the Trustee assumes no responsibility for the correctness
thereof.




ARTICLE FOUR

Miscellaneous Provisions




          SECTION 4.01 Ratification of Original Indenture. This Ninth Supplemental Indenture is
executed and shall be construed as an indenture supplemental to the Original Indenture, and as
supplemented and modified hereby, the Original Indenture is in all respects ratified and confirmed,
and the Original Indenture and this Ninth Supplemental Indenture shall be read, taken and construed
as one and the same instrument.




          SECTION 4.02 Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.




          SECTION 4.03 Successors and Assigns. All covenants and agreements in this Ninth
Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed
or not.




          SECTION 4.04 Separability Clause. In case any one or more of the provisions contained
in this Ninth Supplemental Indenture shall for any reason be held to be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.




          SECTION 4.05 Governing Law. This Ninth Supplemental Indenture shall be governed by
and construed in accordance with the laws of the State of New York. This Ninth Supplemental
Indenture is subject to the provisions of the Trust Indenture Act, that are required to be part of
this Ninth Supplemental Indenture and shall, to the extent applicable, be governed by such
provisions.




          SECTION 4.06 Counterparts. This Ninth Supplemental Indenture may be executed in any
number of counterparts, and each of such counterparts shall for all purposes be deemed to be an
original, but all such counterparts shall together constitute one and the same instrument.




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          IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of
the date first above written.




	 	 	 	 	 
	 	 	LIBERTY PROPERTY LIMITED PARTNERSHIP
	 
	 	 	 	 
	 

	 	By:
	 	Liberty Property Trust,
	 

	 	 	 	as its sole General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William P. Hankowsky
	 

	 	 	 	 
	 

	 	 	 	Name: William P. Hankowsky
	 

	 	 	 	Title: President and Chief Executive Officer






	 	 	 
	Attest:

	 	 
	 
	 	 
	/s/ James J. Bowes
 


	 	 
	Name: James J. Bowes
	 	 
	Title: Secretary
	 	 






	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST

COMPANY, N.A., as Trustee

 	 
	 	By:  	/s / Janice Ott Rotunno
 	 
	 	 	Name:  	Janice Ott Rotunno 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 
	Attest:

	 	 
	 
	 	 
	/s/ Benita A. Vaughn
 


	 	 
	Name: Benita A. Vaughn
	 	 
	Title: Vice President
	 	 






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Exhibit A




[FACE OF NOTE]



THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM,
THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A
NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF
DTC OR A NOMINEE OF SUCH SUCCESSOR.




	 	 	 
	REGISTERED
	 	REGISTERED
	 	 	 
	NO. 1
	 	PRINCIPAL AMOUNT
	 	 	 
	CUSIP NO. 53117CAK8	 	 
	 	 	 
	 
	 	$300,000,000






LIBERTY PROPERTY LIMITED PARTNERSHIP




5.50% Senior Note due 2016




          Liberty Property Limited Partnership, a Pennsylvania limited partnership (the “Issuer,” which
term includes any successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co. or its registered assigns, the principal sum of 300,000,000
Dollars on December 15, 2016 (the “Maturity Date”), and to pay interest thereon from December 18,
2006 (or from the most recent interest payment date to which interest has been paid or duly
provided for), semi-annually in arrears on June 15 and December 15 of each year (each, an “Interest
Payment Date”), commencing on June 15, 2007, and on the Maturity Date, at the rate of 5.50% per
annum, until payment of said principal sum has been made or duly provided for.




          The interest so payable and punctually paid or duly provided for on any Interest Payment Date
and on the Maturity Date will be paid to the Person in whose name this Note (or




 









 







one or more Predecessor Securities) is registered at the close of business on the “Record Date” for
such payment, which will be 15 days (regardless of whether such day is a Business Day (as defined
below)) prior to such payment date or the Maturity Date, as the case may be. Any interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such
record date, and shall be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a subsequent record date for the payment of
such defaulted interest (which shall be not more than 15 days and not less than 10 days prior to
the date of the payment of such defaulted interest) established by notice given by mail by or on
behalf of the Issuer to the Holders of the Securities of this series not less than 10 days
preceding such subsequent record date. Interest on this Note will be computed on the basis of a
360-day year of twelve 30-day months.




          The principal of this Note payable on the Maturity Date or upon redemption will be paid
against presentation and surrender of this Note at the corporate trust office of the Trustee at 227
West Monroe Street, Chicago, Illinois 60606, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public or private debt.




          Interest payable on this Note on any Interest Payment Date and on the Maturity Date, as the
case may be, will be the amount of interest accrued from and including the immediately preceding
Interest Payment Date (or from and including March 1, 2005, in the case of the initial Interest
Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day
that is not a Business Day (as defined below), the required payment of interest or principal or
both, as the case may be, will be made on the next Business Day with the same force and effect as
if it were made on the date such payment was due and no interest will accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption Date or the Maturity
Date, as the case may be. “Business Day” means any day, other than a Saturday or a Sunday, that is
neither a legal holiday nor a day on which banking institutions in Chicago or the City of New York
are authorized or required by law, regulation or executive order to close.




          Payments of principal and interest in respect of this Note will be made by wire transfer of
immediately available funds in such coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.




          Reference is made to the further provisions of this Note set forth on the reverse hereof.
Such further provisions shall for all purposes have the same effect as though fully set forth at
this place.




          This Note shall not be entitled to the benefits of the Indenture referred to on the reverse
hereof or be valid or become obligatory for any purpose until the certificate of authentication
hereon shall have been signed by the Trustee under such Indenture.




 









 








          IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed manually or by
facsimile by its authorized officers.




Dated:                              ,             




	 	 	 	 	 
	 	 	LIBERTY PROPERTY LIMITED PARTNERSHIP,
	 

	 	 	 	as Issuer
	 
	 	 	 	 
	 

	 	By:
	 	LIBERTY PROPERTY TRUST,

as its sole General Partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






 









 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.




	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST 

COMPANY, N.A., as Trustee

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	Authorized Signatory 	 
	 




 









 





[REVERSE OF NOTE]




LIBERTY PROPERTY LIMITED PARTNERSHIP




5.50% Senior Note due 2016




          This Security is one of a duly authorized issue of debentures, notes, bonds, or other
evidences of indebtedness of the Issuer (hereinafter called the “Securities”) of the series
hereinafter specified, all issued or to be issued under and pursuant to an Indenture dated as of
October 24, 1997 (herein called the “Indenture”), duly executed and delivered by the Issuer to The
Bank of New York Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National
Association and The First National Bank of Chicago), as Trustee (herein called the “Trustee,” which
term includes any successor trustee under the Indenture with respect to the series of Securities of
which this Note is a part), to which Indenture and all indentures supplemental thereto relating to
this security reference is hereby made for a description of the rights, limitations of rights,
obligations, duties, and immunities thereunder of the Trustee, the Issuer, and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be, authenticated and
delivered. The Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times, may bear interest (if
any) at different rates, may be subject to different redemption provisions (if any), and may
otherwise vary as provided in the Indenture or any indenture supplemental thereto. This Security
is one of a series designated as the 5.50% Notes due 2016 of the Issuer.




          In case an Event of Default with respect to this Security shall have occurred and be
continuing, the principal hereof and Make Whole Amount, if any, may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect, and subject to the
conditions provided in the Indenture.




          The Issuer may redeem this Security at any time at the option of the Issuer, in whole or from
time to time in part, at a redemption price equal to the sum of (i) the principal amount of this
Security being redeemed plus accrued interest thereon to the Redemption Date and (ii) the
Make-Whole Amount, if any, with respect to this Security. Notice of any optional redemption of any
Securities of this series will be given to Holders thereof at their addresses, as shown in the
Security Register for the Securities of this series, not more than 60 nor less than 30 days prior
to the date fixed for redemption. The notice of redemption will specify, among other items, the
Redemption Price and the principal amount of the Securities of this series held by such Holder to
be redeemed.




          The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of
the Holders of not less than a majority of the aggregate principal amount of all Outstanding
Securities affected, evidenced as provided in the Indenture, to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Security so affected, (i) change the Stated Maturity of
the principal of (or premium or Make-Whole Amount, if any, on) or any installment of interest on,
any such Security, (ii) reduce the principal amount of, or the

 









 








rate or amount of interest on, or any premium payable on redemption of the Notes, or adversely
affect any right of repayment of the Holder of any Securities; (iii) change the place of payment,
or the coin or currency, for payment of principal or premium, if any, or interest on the
Securities; (iv) impair the right to institute suit for the enforcement of any payment on or with
respect to the Securities on or after the stated maturity of any such Security; (v) reduce the
above-stated percentage in principal amount of outstanding Securities, the extent of whose Holders
is necessary to modify or amend the Indenture, for any waiver with respect to the Securities or to
waive compliance with certain provisions of the Indenture or certain defaults and consequences
thereunder or to reduce the quorum or voting requirements set forth in the Indenture; or (vi)
modify any of the foregoing provisions or any of the provisions relating to the waiver of certain
past defaults or certain covenants, except to increase the required percentage to effect such
action or to provide that certain other provisions of the Indenture may not be modified or waived
without the consent of the Holder of each Security. It is also provided in the Indenture that,
with respect to certain defaults or Events of Default regarding the Securities of any series, the
Holders of a majority in principal amount outstanding of the Securities of such series may on
behalf of the Holders of all the Securities of such series waive any such past default or Event of
Default and its consequences, or, subject to certain conditions, may rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such consent or waiver by
the Holder of this Security (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Security and any Securities
that may be issued in exchange or substitution herefor, irrespective of whether or not any notation
thereof is made upon this security or such other securities.




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




          This Security is issuable only in registered form without coupons in denominations of $2,000
and integral multiples of $1,000 in excess thereof. Securities may be exchanged for a like
aggregate principal amount of Securities of this series of other authorized denominations at the
office or agency of the Issuer in The Borough of Manhattan, The City of New York, in the manner and
subject to the limitations provided in the Indenture, but without the payment of any service charge
except for any tax or other governmental charge imposed in connection therewith.




          Upon due presentment for registration of transfer of Securities at the office or agency of the
Issuer in The Borough of Manhattan, The City of New York, one or more new Securities of the same
series of authorized denominations in an equal aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the Indenture, without
charge except for any tax or other governmental charge imposed in connection therewith.




          Prior to due presentment of this Security for registration of transfer, the Issuer, the
Trustee or any agent of the Issuer or the Trustee may deem and treat the Person in whose name this
Security is registered as the owner of this Security (whether or not this security shall be overdue
and notwithstanding any notation of ownership or other writing hereon), for the purpose of
receiving payment of, or on account of, the principal hereof and Make-Whole Amount, if any,




 









 




and subject to the provisions on the face hereof, interest hereon, and for all other purposes, and
neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by
any notice to the contrary.




          The Indenture and each Security shall be governed by and construed in accordance with the laws
of the State of New York.




          Capitalized terms used herein which are not otherwise defined shall have the respective
meanings assigned to them in the Indenture and all indentures supplemental thereto relating to this
Security.