Exhibit 4.1


 


EXECUTION VERSION


 




 





DUKE REALTY LIMITED PARTNERSHIP


ISSUER


 


TO


 


J.P. MORGAN TRUST COMPANY, N.A.


TRUSTEE


 


 


NINETEENTH SUPPLEMENTAL INDENTURE


 


DATED AS OF MARCH 1, 2006


 


 


$125,000,000 5.5% SENIOR NOTES DUE 2016


 


 


 


SUPPLEMENT TO INDENTURE,


DATED AS OF SEPTEMBER 19, 1995, BETWEEN


DUKE REALTY LIMITED PARTNERSHIP AND


J.P. MORGAN TRUST COMPANY, N.A.


(successor in interest to Bank One Trust Company,
N.A.)


 




 





 

















 


NINETEENTH
SUPPLEMENTAL INDENTURE, dated as of March 1, 2006,
between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (the “Issuer”),
having its principal offices at 600 East 96th Street, Suite 100,
Indianapolis, IN 46240 and J.P. MORGAN TRUST COMPANY, N.A. (successor in
interest to Bank One Trust Company, N.A.), 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 W. Monroe Street, Suite 2600,
Chicago, Illinois 60606.


 


RECITALS


 


WHEREAS, the Issuer executed and delivered its Indenture (the “Original
Indenture”), dated as of September 19, 1995, to the Trustee to issue from
time to time for its lawful purposes debt securities evidencing its unsecured
and unsubordinated indebtedness.


 


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


 


WHEREAS, the Issuer intends by this Nineteenth Supplemental
Indenture to (i) create a series of debt securities, in an initial
aggregate principal amount of $125,000,000, entitled “Duke Realty Limited
Partnership 5.5% Senior Notes due 2016” (the “Notes”); and (ii) establish
the form and the terms and conditions of such Notes.


 


WHEREAS, the Board of Directors of Duke Realty Corporation,
the general partner of the Issuer, acting through authority delegated to
certain of its executive officers, 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 Nineteenth Supplemental Indenture is not required, and all other
actions required to be taken under the Original Indenture with respect to this
Nineteenth 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. Capitalized terms used in this Nineteenth
Supplemental Indenture and not otherwise defined shall have the meanings
ascribed to them in the Original Indenture. In addition, the following terms
shall have the following meanings to be equally applicable to both the singular
and the plural forms of the terms defined:


 


“DTC” means The Depository Trust Company.


 


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


 

















 


“Indenture” means the Original Indenture as supplemented by this
Nineteenth Supplemental Indenture.


 


“Make-Whole Amount” means, in connection with any optional redemption or
accelerated payment of any Note, the excess, if any, of (i) the aggregate
present value as of the date of such redemption or accelerated payment of each
dollar of principal being redeemed or paid and the amount of interest
(exclusive of interest accrued to the date of redemption or accelerated
payment) that would have been payable in respect of each such dollar if such
redemption or accelerated payment had not been made, determined by discounting,
on a semi-annual basis, such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date such notice of
redemption is given or declaration of acceleration is made) from the respective
dates on which such principal and interest would have been payable if such
redemption or accelerated payment had not been made, over (ii) the
aggregate principal amount of the Notes being redeemed or paid.


 


“Notes” means the Issuer’s 5.5% Senior Notes due March 1,
2016, a form of which is attached hereto as Exhibit A.


 


“Redemption Price” means the sum of (i) the principal amount of the
Notes being redeemed plus accrued interest thereon to the Redemption Date and (ii) the
Make-Whole Amount, if any, with respect to such Notes.


 


“Reinvestment Rate” means .20% plus the arithmetic mean of the yields
under the respective heading “Week Ending” published in the most recent
Statistical Release under the caption “Treasury Constant Maturities” for the
maturity (rounded to the nearest month) corresponding to the remaining life to
maturity, as of the payment date of the principal being redeemed or paid. If no
maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated pursuant
to the immediately preceding sentence and the Reinvestment Rate shall be
interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the
purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Amount
shall be used.


 


“Statistical Release” means the statistical release designated
“H.15(519)” or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded United
States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under the
Indenture, then such other reasonably comparable index which shall be
designated by the Issuer.


 


SECTION 1.02.           Creation of the Debt Securities. In accordance with Section 301 of
the Original Indenture, the Issuer 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 $125,000,000.


 


The Issuer may issue, in addition to the Notes
originally issued on the date hereof, additional Notes. The Notes originally
issued on the date hereof and any additional Notes originally issued subsequent
to the date hereof shall be a single series for all purposes under the
Original Indenture.


 


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SECTION 1.03.           Form of the Debt Securities. The Notes will be represented by a
single fully-registered global note 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. 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 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 and modified by this Nineteenth Supplemental
Indenture, and in particular, the following provisions shall be 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 has been given as provided in the Original
Indenture and funds for the redemption of any 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 the Notes will be
to receive payment of the Redemption Price.


 


Notice of any optional redemption of any Notes will be
given to Holders at their addresses, as shown in the Security Register, 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 less than all 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 Trustee shall select, in such manner as it shall
deem fair and appropriate, Notes to be redeemed in whole or in part.


 


(b)                                 Payment of Principal and Interest. 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 Notes will be made by the Issuer in
immediately available funds.


 


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


 


(d)                                 Limitations on Incurrence of Debt. (i) The Issuer will not, and will
not permit any Subsidiary to, incur any Debt, other than intercompany Debt
(representing Debt to which the


 


3

















 


only
parties are the General Partner, the Issuer and/or any of their Subsidiaries
(but only so long as such Debt is held solely by any of the General Partner,
the Issuer and any Subsidiary) that is subordinate in right of payment to the
Securities) if, immediately after giving effect to the incurrence of such
additional Debt, the aggregate principal amount of all outstanding Debt of the
Issuer and its Subsidiaries on a consolidated basis determined in accordance
with GAAP is greater than 60% of the sum of (x) the Total Assets as of the end
of the calendar quarter covered in the Issuer’s Annual Report on Form 10-K
or Quarterly Report on Form 10-Q, as the case may be, most recently
filed with the Commission (or, if such filing is not permitted under the
Exchange Act, with the Trustee) prior to the incurrence of such additional Debt
and (y) any increase in the Total Assets since the end of such quarter
including, without limitation, any increase in Total Assets resulting from the
incurrence of such additional Debt (such increase together with the Total
Assets being referred to as the “Adjusted Total Assets”).


 


(ii)                                  In addition to the limitation set forth
in subsection (i) of this Section 1.04(c), the Issuer will not,
and will not permit any Subsidiary to, incur any Debt if, for the period
consisting of the four consecutive fiscal quarters most recently ended prior to
the date on which such additional Debt is to be incurred, the ratio of
Consolidated Income Available for the Debt Service to the Annual Service Charge
shall have been less than 1.5 to 1, on a pro forma basis after giving effect to
the incurrence of such Debt and to the application of the proceeds therefrom,
and calculated on the assumption that (w) such Debt and any other Debt incurred
by the Issuer or its Subsidiaries since the first day of such four-quarter
period and the application of the proceeds therefrom, including to refinance
other Debt, had occurred at the beginning of such period, (x) the repayment or
retirement of any other Debt by the Issuer or its Subsidiaries since the first
day of such four-quarter period had been incurred, repaid or retained at the
beginning of such period (except that, in making such computation, the amount
of Debt under any revolving credit facility shall be computed based upon the
average daily balance of such Debt during such period), (y) any income earned
as a result of any increase in Adjusted Total Assets since the end of such
four-quarter period had been earned, on an annualized basis, for such period,
and (z) in the case of any acquisition or disposition by the Issuer or any
Subsidiary of any asset or group of assets since the first day of such
four-quarter period, including, without limitation, by merger, stock purchase
or sale, or asset purchase or sale, such acquisition or disposition or any
related repayment of Debt had occurred as of the first day of such period with
the appropriate adjustments with respect to such acquisition or disposition
being included in such pro forma calculation.


 


(iii)                               In addition to the limitations set forth
in subsections (i) and (ii) of this Section 1.04(c), the Issuer
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 property of the Issuer or any Subsidiary (the “Secured Debt”),
whether owned at the date hereof or hereafter acquired, if, immediately after
giving effect to the incurrence of such additional Secured Debt, the aggregate
principal amount of all outstanding Secured Debt of the Issuer and its
Subsidiaries on a consolidated basis is greater than 40% of the Adjusted Total
Assets.


 


(iv)                              For purposes of this Section 1.04(c),
Debt shall be deemed to be “incurred” by the Issuer or its Subsidiaries on a
consolidated basis whenever the Issuer and its Subsidiaries on a consolidated
basis shall create, assume, guarantee or otherwise become liable in respect
thereof.


 


4

















 


(e)                                  Maintenance of Total Unencumbered Assets.
The Issuer will maintain Total Unencumbered Assets of not less than 150% of the
aggregate outstanding principal amount of the Unsecured Debt of the Issuer.


 


ARTICLE TWO

Trustee


 


SECTION 2.01.           Trustee. The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this
Nineteenth Supplemental Indenture or the due execution thereof by the Issuer. The
recitals of fact contained herein shall be taken as the statements solely of
the Issuer, and the Trustee assumes no responsibility for the correctness
thereof.


 


ARTICLE THREE

Miscellaneous Provisions


 


SECTION 3.01.           Ratification of Original
Indenture. This
Nineteenth 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 Nineteenth Supplemental Indenture shall be
read, taken and construed as one and the same instrument. Notwithstanding
anything herein to the contrary, to the extent any provision of this Nineteenth
Supplemental Indenture is inconsistent with any provision of the Original
Indenture, the terms of this Nineteenth Supplemental Indenture shall govern and
apply to the Notes.


 


SECTION 3.02.           Effect of Headings. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.


 


SECTION 3.03.           Successors and Assigns. All covenants and agreements in this
Nineteenth Supplemental Indenture by the Issuer shall bind its successors and
assigns, whether so expressed or not.


 


SECTION 3.04.           Separability Clause. In case any one or more of the
provisions contained in this Nineteenth 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 3.05.           Governing Law. This Nineteenth Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
New York. This Nineteenth Supplemental Indenture is subject to the provisions
of the Trust Indenture Act of 1939, as amended, that are required to be part of
this Nineteenth Supplemental Indenture and shall, to the extent applicable, be
governed by such provisions.


 


5

















 


SECTION 3.06.           Counterparts. This Nineteenth 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.


 


6

















 


IN WITNESS WHEREOF, the parties hereto have caused this Nineteenth
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.


 


 


	
   

  	
   

  	
  DUKE REALTY
  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  DUKE REALTY
  CORPORATION,

  
	
   

  	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Howard L.
  Feinsand

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Howard L.
  Feinsand

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President, General

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Matthew A.
  Cohoat

  	
   

  	
   

  
	
  Name:

  	
  Matthew A.
  Cohoat

  	
   

  	
   

  
	
  Title:

  	
  Executive Vice
  President and

  	
   

  	
   

  
	
   

  	
  Chief Financial
  Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J.P. MORGAN
  TRUST COMPANY, N.A.,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Janice Ott
  Rottuno

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Janice Ott
  Rottuno

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Benita A.
  Vaughn

  	
   

  	
   

  
	
  Name: Benita A.
  Vaughn

  	
   

  	
   

  
	
  Title: Vice
  President

  	
   

  	
   

  
										



 

















 


EXHIBIT A


 


[FACE OF NOTE]


 


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. 26441Y
  AK 3

  	
   

  	
  $125,000,000

  



 


DUKE REALTY LIMITED PARTNERSHIP


 


5.5% Senior Notes due 2016


 


Duke Realty Limited Partnership, an Indiana 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 One
Hundred Twenty-Five Million Dollars on March 1, 2016 (the “Maturity Date”),
and to pay interest thereon from March 1, 2006 (or from the most recent
interest payment date to which interest has been paid or duly provided for) in
U.S. dollars semi-annually in arrears on March 1 and September 1 of
each year, each, an “Interest Payment Date”, commencing on September 1,
2006, and on the Maturity Date, at the rate of 5.5% per annum, until payment of
said principal sum has been made or duly provided for.


 


1

















 


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 Holder in whose name this Note (or one or more predecessor Notes) 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
Holder in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on a subsequent record date for the payment of such
defaulted interest (which shall be not less than five Business Days (as defined
below) 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
Notes not less than 15 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 will be paid against presentation and surrender of this Note at the office
or agency of the Issuer maintained for that purpose in The Borough of
Manhattan, The City of New York. The Issuer hereby initially designates the
Corporate Trust Office of the Trustee in the City of New York as the office to
be maintained by it where Notes may be presented for payment, registration
of transfer, or exchange and where notices or demands to or upon the Issuer in
respect of the Notes or the Indenture referred to on the reverse hereof may be
served.


 


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, 2006 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 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 or
the Maturity Date, as the case may be. “Business Day” means any day, other
than a Saturday or a Sunday, on which banking institutions in The City of New
York are open for business.


 


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.


 


2

















 


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


 


Dated as of:  March 1,
2006


 


 


	
   

  	
  DUKE REALTY
  LIMITED PARTNERSHIP,

  
	
   

  	
   

  	
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DUKE REALTY
  CORPORATION,

  
	
   

  	
   

  	
  its 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.


 


 


	
   

  	
  J.P. MORGAN
  TRUST COMPANY, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  



 

















 


[REVERSE OF NOTE]


 


DUKE REALTY LIMITED PARTNERSHIP


 


5.5% Senior Notes 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 September 19,
1995 (hereinafter called the “Indenture”), duly executed and delivered by the
Issuer to J.P. Morgan Trust Company, N.A. (successor in interest to Bank One
Trust Company, N.A.), as Trustee (hereinafter 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 the 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 5.5% Senior Notes due March 1, 2016 of the Issuer, initially
limited in aggregate principal amount to $125,000,000.


 


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 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 (the “Redemption Price”).
Notice of any optional redemption of any Securities will be given to Holders at
their addresses, as shown in the Security Register, 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 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 the Securities at the time
outstanding of all series to be affected (voting as one class), 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, if any, on) or any installment of principal of or interest on, any
Security, or reduce the principal amount thereof or the rate or amount of
interest thereon or any premium payable upon the redemption thereof, or
adversely affect any


 

















 


right of repayment at the
option of the Holder of any Security, or change any Place of Payment where, or
the currency or currencies, currency unit or units or composite currency or
currencies in which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof, or (ii) reduce the
aforesaid percentage of Securities, the Holders of which are required to
consent to any such supplemental indenture, or (iii) reduce the percentage
of Securities, the Holders of which are required to consent to any waiver of
compliance with certain provisions of the Indenture or any waiver of certain
defaults thereunder. 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 aggregate principal amount outstanding of the
Securities of such series (or, in the case of certain defaults or Events
of Default, all series of Securities) may on behalf of the Holders of
all the Securities of such series (or all of the Securities, as the case may be)
waive any such past default or Event of Default and its consequences, prior to
any declaration accelerating the maturity of such Securities, 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 the 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 $1,000 and integral multiples 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.


 


The Issuer, the Trustee or any authorized agent of the
Issuer or the Trustee may deem and treat the Person in whose name this
security is registered as the absolute 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 authorized agent of the Issuer or
the Trustee shall be affected by any notice to the contrary.


 

















 


The Indenture and each Security shall be deemed to be
a contract under the laws of the State of New York, and for all purposes shall
be construed in accordance with the laws of such state, except as may otherwise
be required by mandatory provisions of law.


 


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.