exv4w2



 





Exhibit 4.2




     FIRST SUPPLEMENTAL INDENTURE, dated as of February 2, 1994, by and among PROPERTY TRUST
OF AMERICA, a real estate investment trust organized under the laws of the State of Maryland having
its principal office at 1790 Commerce Park Drive, El Paso, Texas 79912 (hereinafter sometimes
called the “Company”), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a banking corporation organized
under the laws of the State of New York having its principal corporate trust office at 60 Wall
Street, New York, New York 10260, as Trustee under the Indenture (as hereinafter defined) (the
“Resigning Trustee”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation
having its principal corporate trust office at 225 Franklin Street, Boston, Massachusetts 02110, as
successor Trustee under the Indenture (the “Successor Trustee”).



RECITALS OF THE COMPANY




     The Company and the Resigning Trustee have heretofore entered into an Indenture dated as of
February 1, 1994 (hereinafter called the “Indenture”) between the Company and the Resigning
Trustee, providing for the issuance by the Company from time to time of its senior debt securities
evidencing its unsecured and unsubordinated indebtedness (the “Securities”).



     No Securities have been issued under the Indenture.



     The Company desires to appoint the Successor Trustee to succeed the Resigning Trustee as
Trustee under the Indenture.



     In accordance with Sections 901(8) and 901(9) of the Indenture, this First Supplemental
Indenture to the Indenture evidences and provides for the acceptance of appointment under the
Indenture by a successor Trustee with respect to the Securities and makes other changes to the
Indenture which do not adversely affect the interests of the Holders (as defined in the Indenture)
of Securities of any series.



     All things necessary to make the Indenture, as hereby modified, a valid agreement of the
Company, in accordance with its terms, have been done.



     NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:



     For and in consideration of the premises and of the covenants contained in the Indenture, the
Company, the Resigning Trustee and the Successor Trustee covenant and agree, for the equal and
proportionate benefit of all Holders of Securities, as follows:



ARTICLE ONE




THE RESIGNING TRUSTEE




     1.01. Pursuant to Section 608 of the Indenture, with respect to all Securities, at the request
of the Company, the Resigning Trustee hereby resigns as Trustee under the Indenture, and hereby
gives written notice thereof to the Company. The Company hereby accepts the foregoing sentence as
such written notice.



 









 





     1.02. The Resigning Trustee hereby transfers to the Successor Trustee all the rights, powers,
trusts and duties of the Resigning Trustee under the Indenture. The Resigning Trustee shall
execute and deliver such further instruments and shall do such other things as the Successor
Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor
Trustee all the rights, powers, trusts and duties hereby transferred to the Successor Trustee. The
Company, the Resigning Trustee and the Successor Trustee agree that the Resigning Trustee has never
held any property or money under the Indenture.



ARTICLE TWO




THE COMPANY




     2.01. The Secretary of the Company, by attesting to the execution of this First Supplemental
Indenture, hereby certifies that annexed hereto as Exhibit A is a copy of the Board Resolution duly
adopted by the Board of Trustees and by the Pricing Committee of the Board of Trustees of the
Company, and in full force and effect on the date hereof authorizing certain officers of the
Company (one of whom executed this First Supplemental Indenture on behalf of the Company) to, among
other things: (a) appoint the Successor Trustee as Trustee under the Indenture; and (b) execute and
deliver such agreements and other instruments (including this First Supplemental Indenture) as may
be necessary or desirable to effectuate the succession of the Successor Trustee as Trustee under
the Indenture.



     2.02. The Company hereby appoints the Successor Trustee as successor Trustee under the
Indenture with respect to all Securities and confirms to the Successor Trustee all the rights,
powers, trusts and duties of the Resigning Trustee.



ARTICLE THREE




THE SUCCESSOR TRUSTEE




     3.01. The Successor Trustee hereby represents and warrants to the Resigning Trustee and to the
Company that the Successor Trustee is qualified and eligible under the provisions of Section 607 of
the Indenture and of the Trust Indenture Act of 1939, as amended, to become Trustee under the
Indenture with respect to all Securities.



     3.02. The Successor Trustee hereby accepts its appointment as successor Trustee under the
Indenture with respect to all Securities and is hereby vested with all the rights, powers, trusts
and duties of the Resigning Trustee under the Indenture. The Resigning Trustee and the Company
agree with the Successor Trustee that the foregoing sentence is an instrument acknowledging such
acceptance effective under Section 609(a) of the Indenture upon execution, acknowledgment and
delivery hereof by the Successor Trustee.



ARTICLE FOUR




AMENDMENT OF THE INDENTURE




     4.01. Section 101 of the Indenture is hereby amended by deleting the definition therein of
“Corporate Trust Office” and inserting in lieu thereof the following:



 









 






     “‘Corporate Trust Office’ means the office of the Trustee at which, at any particular
time, its corporate trust business shall be principally administered, which office at the
date hereof is located at 225 Franklin Street, Boston, Massachusetts 02110.”



     4.02. Section 202 of the Indenture is hereby amended by deleting the form of Certificate of
Authentication of the Trustee set forth therein and inserting in lieu thereof the following:




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



	 	 	 	 	 
	 	STATE STREET BANK AND TRUST 
COMPANY, as Trustee

 	 
	 	By  	 	 
	 	 	Authorized Officer” 	 
	 	 	 	 




     4.03. Section 611 of the Indenture is hereby amended by deleting the alternate form of
Certificate of Authentication which appears as part of the sixth paragraph thereof and inserting in
lieu thereof the following:




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



	 	 	 	 	 
	 	STATE STREET BANK AND TRUST

COMPANY, as Trustee

 	 
	 	By  	      
 	,
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 	 	 
	 	By  	
 	 
	 	 	Authorized Officer” 	 
	 	 	 	 



 









 






	 	 	 	 	 



ARTICLE FIVE




MISCELLANEOUS PROVISIONS





     5.01. All capitalized terms which are used herein and not otherwise defined herein are defined
in the Indenture and are used herein with the same meanings as in the Indenture.



     5.02. This First Supplemental Indenture and the resignation, appointment and acceptance
effected hereby shall be effective as of the opening of business on the date first above written
upon the execution and delivery hereof by each of the parties hereto.



     5.03. Notwithstanding the resignation of the Resigning Trustee, the Company shall remain
obligated under Section 606 of the Indenture to compensate, reimburse and indemnify the Resigning
Trustee in connection with its trusteeship under the Indenture.



     5.04. Unless otherwise specified with respect to any Securities pursuant to Section 301 with
respect to a series of Securities, the Company hereby designates as a Place of Payment for each
series of Securities the office or agency of the Company in the city of Boston, Massachusetts and
appoints the Successor Trustee as Trustee under the Indenture at its Corporate Trust Office as
Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices
and demands.



     5.05. Except as expressly amended hereby, the Indenture shall continue in full force and
effect in accordance with the provisions thereof and the Indenture is in all respects hereby
ratified and confirmed. This First Supplemental Indenture and all its provisions shall be deemed a
part of the Indenture in the manner and to the extent herein and therein provided.



     5.06. This First Supplemental Indenture shall be governed by, and construed in accordance
with, the laws of the State of New York.



     5.07. This First Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.



     5.08. Neither the Resigning Trustee nor the Successor Trustee shall have any responsibility
for the Recitals of the Company hereto, which Recitals are made by the Company alone, or for the
validity or sufficiency of this First Supplement Indenture.



 









 





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




	 	 	 	 	 
	 	PROPERTY TRUST OF AMERICA

 	 
	 	By:  	 	 
	 	 	C. Ronald Blankenship 	 
	 	 	Chairman and Principal Executive Officer 	 



[SEAL]




Attest:




	 	 	 	 	 
	By:  	 	 
	 	Paul E. Szurek 	 
	 	Secretary 	 



	 	 	 	 	 
	 	STATE STREET BANK AND TRUST COMPANY

 	 
	 	By:  	 	 
	 	 	Philip M. Crimmins 	 
	 	 	Vice President 	 



[SEAL]




Attest:




	 	 	 	 	 
	By:  	
 	 
	 	 	 	 
	 	 	 	 



	 	 	 	 	 
	 	MORGAN GUARANTY TRUST COMPANY OF NEW YORK

 	 
	 	By:  	
 	 
	 	 	Ward Spooner 	 
	 	 	Vice President 	 



[SEAL]




Attest:




	 	 	 	 	 
	By:  	
 	 
	 	Cheryl Petti 	 
	 	Assistant Secretary 	 



 









 






	 	 	 	 	 



ACKNOWLEDGMENT




STATE OF NEW MEXICO    )




                                                          )    SS.




COUNTY OF SANTA FE       )




          On the 2nd day of February, 1994, before me personally appeared C. Ronald Blankenship, known
to me or proved to me on the basis of satisfactory evidence to be the Chairman and Principal
Executive Officer of Property Trust of America, the real estate investment trust that executed the
foregoing instrument, who, being duly sworn, acknowledged that he resides at 720 Camino Cabra,
Santa Fe, New Mexico 87501; that he knows the seal of said real estate investment trust; that the
seal affixed to said instrument is such corporate seal; that it was so affixed by the authority of
the Board of Trustees of said real estate investment trust; and that he signed his name thereto by
like authority.




                                        

Notary Public




My commission expires:           




CORPORATE ACKNOWLEDGMENT




STATE OF MASSACHUSETTS   )




                                                                )    SS.




COUNTY OF SUFFOLK      )





     On the 2nd day of February, 1994, before me personally appeared Philip M. Crimmins, known to
me or proved to me on the basis of satisfactory evidence to be a Vice President of State Street
Bank and Trust Company, the corporation that executed the foregoing instrument, who, being duly
sworn, acknowledged that he resides at                                                                         
                                                ; that he
knows the seal of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by the authority of the Board of Directors of said corporation; and
that he signed his name thereto by like authority.



                                        

Notary Public




My commission expires:           




 









 





CORPORATE ACKNOWLEDGMENT




STATE OF NEW YORK         )




                                                            )    SS.




COUNTY OF NEW YORK     )




          On the 2nd day of February, 1994, before me personally appeared Ward Spooner, known to me or
proved to me on the basis of satisfactory evidence to be a Vice President of Morgan Guaranty Trust
Company of New York, the corporation that executed the foregoing instrument, who, being duly sworn,
acknowledged that he resides at                                                                          
                                               ; that he knows
the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that
it was so affixed by the authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.




                                        

Notary Public




My commission expires:           




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