Exhibit 4.2     FIRST SUPPLEMENTAL INDENTURE, dated as of February 2, 1994, by and among PROPERTY TRUSTOF AMERICA, a real estate investment trust organized under the laws of the State of Maryland havingits principal office at 1790 Commerce Park Drive, El Paso, Texas 79912 (hereinafter sometimescalled the “Company”), MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a banking corporation organizedunder the laws of the State of New York having its principal corporate trust office at 60 WallStreet, 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 corporationhaving its principal corporate trust office at 225 Franklin Street, Boston, Massachusetts 02110, assuccessor 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 ofFebruary 1, 1994 (hereinafter called the “Indenture”) between the Company and the ResigningTrustee, providing for the issuance by the Company from time to time of its senior debt securitiesevidencing 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 asTrustee under the Indenture.     In accordance with Sections 901(8) and 901(9) of the Indenture, this First SupplementalIndenture to the Indenture evidences and provides for the acceptance of appointment under theIndenture by a successor Trustee with respect to the Securities and makes other changes to theIndenture 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 theCompany, 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, theCompany, the Resigning Trustee and the Successor Trustee covenant and agree, for the equal andproportionate benefit of all Holders of Securities, as follows:ARTICLE ONETHE RESIGNING TRUSTEE     1.01. Pursuant to Section 608 of the Indenture, with respect to all Securities, at the requestof the Company, the Resigning Trustee hereby resigns as Trustee under the Indenture, and herebygives written notice thereof to the Company. The Company hereby accepts the foregoing sentence assuch 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 shallexecute and deliver such further instruments and shall do such other things as the SuccessorTrustee may reasonably require so as to more fully and certainly vest and confirm in the SuccessorTrustee all the rights, powers, trusts and duties hereby transferred to the Successor Trustee. TheCompany, the Resigning Trustee and the Successor Trustee agree that the Resigning Trustee has neverheld any property or money under the Indenture.ARTICLE TWOTHE COMPANY     2.01. The Secretary of the Company, by attesting to the execution of this First SupplementalIndenture, hereby certifies that annexed hereto as Exhibit A is a copy of the Board Resolution dulyadopted by the Board of Trustees and by the Pricing Committee of the Board of Trustees of theCompany, and in full force and effect on the date hereof authorizing certain officers of theCompany (one of whom executed this First Supplemental Indenture on behalf of the Company) to, amongother things: (a) appoint the Successor Trustee as Trustee under the Indenture; and (b) execute anddeliver such agreements and other instruments (including this First Supplemental Indenture) as maybe necessary or desirable to effectuate the succession of the Successor Trustee as Trustee underthe Indenture.     2.02. The Company hereby appoints the Successor Trustee as successor Trustee under theIndenture with respect to all Securities and confirms to the Successor Trustee all the rights,powers, trusts and duties of the Resigning Trustee.ARTICLE THREETHE SUCCESSOR TRUSTEE     3.01. The Successor Trustee hereby represents and warrants to the Resigning Trustee and to theCompany that the Successor Trustee is qualified and eligible under the provisions of Section 607 ofthe Indenture and of the Trust Indenture Act of 1939, as amended, to become Trustee under theIndenture with respect to all Securities.     3.02. The Successor Trustee hereby accepts its appointment as successor Trustee under theIndenture with respect to all Securities and is hereby vested with all the rights, powers, trustsand duties of the Resigning Trustee under the Indenture. The Resigning Trustee and the Companyagree with the Successor Trustee that the foregoing sentence is an instrument acknowledging suchacceptance effective under Section 609(a) of the Indenture upon execution, acknowledgment anddelivery hereof by the Successor Trustee.ARTICLE FOURAMENDMENT 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 particulartime, its corporate trust business shall be principally administered, which office at thedate 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 ofAuthentication 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 thewithin-mentioned Indenture.      STATE STREET BANK AND TRUST COMPANY, as Trustee