Exhibit
4.1


 


SUPPLEMENTAL INDENTURE NO. 3


 


by
and between


 


SENIOR HOUSING PROPERTIES TRUST


 


and


 


U.S. BANK NATIONAL ASSOCIATION


 


As
of April 21, 2003


 


 


SUPPLEMENTAL TO THE INDENTURE DATED AS OF DECEMBER
20, 2001


 


 












 


 


SENIOR HOUSING PROPERTIES TRUST


 


7
7/8 % Senior Notes due 2015


 

















 


This SUPPLEMENTAL INDENTURE NO. 3 (this “Supplemental
Indenture”) made and entered into as of April 21, 2003 between
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Company”),
and U.S. BANK NATIONAL ASSOCIATION, a national banking association (and
successor to State Street Bank and Trust Company (“State Street”) in its
capacity as Trustee), as Trustee (the “Trustee”),


 


WITNESSETH THAT:


 


WHEREAS, the Company and State Street have executed
and delivered an Indenture, dated as of December 20, 2001 (as previously and
from time to time hereafter amended, supplemented or otherwise modified, the “Base
Indenture” and, together with this Supplemental Indenture, as
amended, supplemented or otherwise modified from time to time, the “Indenture”)
to provide for the future issuance of the Company’s senior debt securities (the
“Securities”)
to be issued from time to time in one or more series; and


 


WHEREAS, U.S. Bank National Association has acquired
and succeeded to substantially all of the corporate trust business of State
Street, and, being eligible to serve as trustee under the Indenture, has
succeeded to State Street as Trustee under the Indenture; and


 


WHEREAS, pursuant to the terms of the Base Indenture,
the Company desires to provide for the establishment of a series of its
Securities, to be known as its 7 7/8% Senior Notes due 2015, the form and
substance of such Securities and the terms, provisions and conditions thereof
to be set forth as provided in the Indenture;


 


NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH:


 


ARTICLE 1


 


DEFINED TERMS


 


Section 1.1  The following definitions supplement, and,
to the extent inconsistent with, replace the definitions in Section 101 of the
Base Indenture:


 


“Acquired Debt” means Debt of a Person (i)
existing at the time such Person becomes a Subsidiary or (ii) assumed in
connection with the acquisition of assets from such Person, in each case, other
than Debt incurred in connection with, or in contemplation of, such Person
becoming a Subsidiary or such acquisition. 
Acquired Debt shall be deemed to be incurred on the date of the related
acquisition of assets from any Person or the date the acquired Person becomes a
Subsidiary.


 


“Adjusted Total Assets” is defined in clause
(i) of Section 3.1(a).


 


“Annual Debt Service” as of any date means
the maximum amount which is expensed in any 12-month period for interest on
Debt of the Company and its Subsidiaries excluding amortization of debt
discount and deferred financing costs.


 


“Business Day” means any day other than a
Saturday or Sunday or a day on which banking institutions in the City of New
York or in the city in which the corporate trust office of the Trustee


 

















 


are required or authorized to close.


 


“Capital Stock” means, with respect to any
Person, any capital stock (including preferred stock), shares, interests,
participation or other ownership interests (however designated) of such Person
and any rights (other than debt securities convertible into or exchangeable for
capital stock), warrants or options to purchase any thereof.


 


“Cash Equivalents” means:


 


(i)                                     demand
deposits, certificates of deposit or repurchase agreements issued by or
maintained with banks or other financial institutions;


 


(ii)                                  marketable
securities issued or directly and fully guaranteed as to timely payment by the
United States of America or any agency or instrumentality thereof, or


 


(iii)                               any
commercial paper or other obligation rated, at time of purchase, at least “P-2”
(or its equivalent) by Moody’s or at least “A-2” (or its equivalent) by
Standard & Poor’s.


 


“Change of Control” means such time as any
“person” or “group” (as such terms are defined in Sections 13(d) and
14(d)(2) of the Exchange Act), other than an Excluded Person, becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more
than 50% of the total voting power of the Voting Stock of the Company on a
fully diluted basis.  For such purpose,
“Excluded
Person” means (i) RMR, HRPT Properties Trust, a Maryland real estate
investment trust, Hospitality Properties Trust, a Maryland real estate
investment trust, Five Star Quality Care, Inc., a Maryland corporation, or any
other entity for which financing, investment and operating oversight for
substantially all of such entity’s activities is provided by RMR, or any
successor to or affiliate of such persons, and (ii) any person or group
acquiring shares issued by the Company in connection with a merger or
acquisition, if the person or group has agreed with the Company to distribute
such shares to the holders of its or their securities within a period of not
longer than one year from the date of such agreement (the “Distribution
Period”) and, giving pro forma effect to such distribution as of the date on
which the agreement for the merger or acquisition was entered into (and giving
effect to the transactions contemplated by that agreement), no Change of
Control would have occurred; provided that if such distribution does
not occur by the end of the Distribution Period, a Change in Control shall be
deemed to have occurred at the end of the Distribution Period.


 


“Change of Control Offer” is defined in
Section 4.1 of this Supplemental Indenture.


 


“Change of Control Payment” is defined in
Section 4.1 of this Supplemental Indenture.


 


“Change of Control Payment Date” is defined
in Section 4.1(b) of this Supplemental Indenture.


 


“Consolidated Income Available for Debt Service”
for any period means Earnings from Operations of the Company and its
Subsidiaries plus amounts which have been deducted, and


 


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minus amounts which have been added, for the following (without
duplication): (i) interest or distributions on Debt of the Company and its
Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries
based on income, (iii) amortization of debt discount and deferred
financing costs, (iv) provisions for gains and losses on properties and
property depreciation and amortization, (v) the effect of any noncash
charge resulting from a change in accounting principles in determining Earnings
from Operations for such period and (vi) amortization of deferred charges.


 


“Debt” of the Company or any Subsidiary
means, without duplication, any indebtedness of the Company or any Subsidiary,
whether or not contingent, in respect of 
(i) borrowed money or evidenced by bonds, notes, debentures or similar
instruments, (ii) indebtedness for borrowed money secured by any Encumbrance
existing on property owned by the Company or any Subsidiary, to the extent of
the lesser of (x) the amount of indebtedness so secured or (y) the
fair market value of the property subject to such Encumbrance, (iii) the
reimbursement obligations, contingent or otherwise, in connection with any
letters of credit actually issued (other than letters of credit issued to
provide credit enhancement or support with respect to other indebtedness of the
Company or any Subsidiary otherwise reflected as Debt hereunder) or amounts
representing the balance deferred and unpaid of the purchase price of any
property or services, except any such balance that constitutes an accrued
expense, trade payable, conditional sale obligations or obligations under any
title retention agreement, (iv) the principal amount of all obligations of the Company
or any Subsidiary with respect to redemption, repayment or other repurchase of
any Disqualified Stock, or (v) any lease of property by the Company or any
Subsidiary as lessee which is reflected on the Company’s consolidated balance
sheet as a capitalized lease in accordance with GAAP, to the extent, in the
case of items of indebtedness under (i) through (iii) above, that any
such items (other than letters of credit) would appear as a liability on the
Company’s consolidated balance sheet in accordance with GAAP.  Debt also includes, to the extent not
otherwise included, any obligation by the Company or any Subsidiary to be
liable for, or to pay, as obligor, guarantor or otherwise (other than for
purposes of collection in the ordinary course of business), Debt of another
Person (other than the Company or any Subsidiary); it being understood that
Debt shall be deemed to be incurred by the Company or any Subsidiary whenever
the Company or such Subsidiary shall create, assume, guarantee or otherwise
become liable in respect thereof.


 


“Disqualified Stock” means, with respect to
any Person, any Capital Stock of such Person which by the terms of such Capital
Stock (or by the terms of any security into which it is convertible or for
which it is exchangeable or exercisable), upon the happening of any event or
otherwise (other than pursuant to a
change of control provision not materially more favorable to the holder thereof
than that set forth in Section 4.1 of this Supplemental Indenture), (i) matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise (other than Capital Stock which is redeemable solely in exchange for
Capital Stock which is not Disqualified Stock or for Subordinated Debt),
(ii) is convertible into or exchangeable or exercisable for Debt, other
than Subordinated Debt or Disqualified Stock, or (iii) is redeemable at
the option of the holder thereof, in whole or in part (other than Capital Stock
which is redeemable solely in exchange for Capital Stock which is not Disqualified
Stock or for Subordinated Debt); in each case on or prior to the Stated
Maturity of the principal of the Notes.


 


“Earnings from Operations” for any period
means net earnings excluding gains and losses on sales of investments, gains or
losses on early extinguishment of debt, extraordinary items,


 


3

















 


distributions on equity securities and property valuation losses, as
reflected in the financial statements of the Company and its Subsidiaries for
such period, determined on a consolidated basis in accordance with GAAP.


 


“Encumbrance” means any mortgage, lien,
charge, pledge, security interest or other encumbrance of any kind.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Excluded Refunding” means,
at any time, any voluntary or optional principal payment, or voluntary or
optional redemption, repurchase, defeasance, or other acquisition or retirement
for value, of Subordinated Debt of the Company or any Subsidiary in an amount
not exceeding the aggregate Net Cash Proceeds received by the Company and its
Subsidiaries from the substantially concurrent sale of Qualified Subordinated
Debt, to the extent such proceeds have not theretofore been taken in account in
calculating the amount of an Excluded Refunding.  For such purpose, “Qualified Subordinated Debt” means
Subordinated Debt of the Company or a Subsidiary of the Company (or trust
preferred securities or similar Capital Stock of a Subsidiary of the Company as
to which any related Debt of the Company or other Subsidiaries of the Company
is Subordinated Debt) which does not mature and is not subject to mandatory
repurchase or redemption or to repurchase or redemption at the option of the
holder thereof (other than pursuant to a change of control provision not
materially more favorable to the holder thereof than that set forth in
Section 4.1 of this Supplemental Indenture) in whole or in part prior to
the Stated Maturity of the principal of the Notes.


 


“Funds from Operations” for any period means
Earnings from Operations for such period plus amounts which have been deducted,
and minus amounts that have been added, for the following (without
duplication): (i) provision for taxes of the Company and its Subsidiaries
based on income, (ii) amortization of debt discount and deferred financing
costs, (iii) provisions for gains and losses on properties and property
depreciation and amortization, (iv) the effect of any noncash charge
resulting from a change in accounting principles in determining Earnings from
Operations for such period, (v) expenses and charges relating to the spin-off
of Five Star Quality Care, Inc., and (vi) amortization of deferred
charges.


 


“Interest Payment Date” with respect to the
Notes is defined in Section 101 of the Base Indenture and Section 2.1(b)
of this Supplemental Indenture.


 


“Moody’s” means Moody’s Investors Services,
Inc. or any successor thereof.


 


“Net Cash Proceeds” means the proceeds of
any issuance or sale of Capital Stock, in the form of cash or Cash Equivalents,
including payments in respect of deferred payment obligations when received in
the form of, or shares or other assets when disposed for, cash or Cash
Equivalents (except to the extent that such obligations are financed or sold
with recourse to the Company or any Subsidiary), net of attorney’s fees,
accountant’s fees and brokerage, consultation, underwriting and other fees and
expenses actually incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.


 


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“Notes” means the Company’s 7 7/8% Senior
Notes due 2015, issued under the Indenture.


 


“Public Equity Offering” means an underwritten public offering by the
Company of its common shares of beneficial interest pursuant to an effective
registration statement under the Securities Act, in which the aggregate cash
gross proceeds (prior to reduction for underwriting or brokerage discounts,
commissions or fees, attorney’s or accountant’s fees or other fees or
expenses in connection with such offering) are not less than $25,000,000.


 


“Regular Record Date” with respect to the
Notes is defined in Section 101 of the Base Indenture and Section 2.1(b)
of this Supplemental Indenture.


 


“RMR”
means Reit Management & Research LLC, a Delaware limited liability company.


 


“Secured Debt” means Debt secured by any
Encumbrance.


 


“Standard & Poor’s” means Standard
& Poor’s Rating Services, a division of The McGraw-Hill
Companies, Inc. or any successor thereof.


 


“Subordinated Debt” means Debt which by the
terms of such Debt is subordinated in right of payment to the principal of and
interest and premium, if any, on the Notes.


 


“Subsidiary” means any corporation or other
entity of which a majority of (i) the voting power of the voting equity securities
or (ii) the outstanding equity interests of which are owned, directly or
indirectly, by the Company or one or more other Subsidiaries of the
Company.  For the purposes of this
definition, “voting equity securities” means equity securities having voting
power for the election of directors or similar functionaries, whether at all
times or only so long as no senior class of security has such voting power by
reason of any contingency.


 


“Total Assets” as of any date means the sum
of (i) the Undepreciated Real Estate Assets and (ii) all other assets
of the Company and its Subsidiaries determined in accordance with GAAP (but
excluding accounts receivable and intangibles).


 


“Total Unencumbered Assets” means the sum
of (i) the Undepreciated Real Estate Assets of the Company and its Subsidiaries
not securing any portion of Secured Debt and (ii) all other assets, including
accounts receivable and intangibles, of the Company and its Subsidiaries not
securing any portion of Secured Debt determined on a consolidated basis in
accordance with GAAP.  If Secured Debt
secured by real estate or other property or assets of the Company or its
Subsidiaries (“Secondary Collateral”) is fully defeased in accordance with the
terms thereof or is also secured by cash or Cash Equivalents in an amount
(determined at the lesser of (i) carrying value in accordance with GAAP or (ii)
fair market value) at least equal to the outstanding principal amount of such
Secured Debt, such Secondary Collateral shall be deemed not to secure any portion
of such Secured Debt for purposes of this definition.


 


“Undepreciated Real Estate Assets” as of
any date means the cost (original cost plus capital improvements less
adjustments to carrying value in accordance with GAAP made prior to
January 1, 2001) of real estate and associated tangible personal property
used in connection with


 


5

















 


the real estate assets of the Company and its Subsidiaries on such
date, before depreciation and amortization determined on a consolidated basis
in accordance with GAAP.


 


“Unsecured Debt” means any Debt which is
not Secured Debt.


 


“Voting Stock” of any Person means the
Capital Stock of such Person that is at the time entitled to vote in the
election of the board of directors, board of trustees or the equivalent of such
Person.


 


ARTICLE 2


 


TERMS OF THE NOTES


 


Section 2.1  Pursuant to Section 301 of the Indenture,
the Notes shall have the following terms and conditions:


 


(a)  Title;
Aggregate Principal Amount; Form of Notes. 
The Notes shall be Registered Securities under the Indenture and shall
be known as the Company’s “7 7/8% Senior Notes due 2015.”  The Notes will be limited to an aggregate
principal amount of $150,000,000, subject to the right of the Company to reopen
such series for issuances of additional securities of such series and except
(i) as provided in this Section and (ii) for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
of the Indenture and except for any Securities which, pursuant to Section 303
of the Indenture, are deemed never to have been authenticated and delivered
hereunder. The Notes (together with the Trustee’s certificate of
authentication) shall be substantially in the form of Exhibit A hereto, which
is hereby incorporated in and made a part of this Supplemental Indenture.


 


The Notes will be issued in the form of one or more
registered global securities without coupons (“Global Notes”) that will be
deposited with, or on behalf of, The Depository Trust Company (“DTC”), and
registered in the name of DTC’s nominee, Cede & Co. Except under the
circumstance described below, the Notes will not be issuable in definitive form.
Unless and until it is exchanged in whole or in part for the individual notes
represented thereby, a Global Note may not be transferred except as a whole by
DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC
or by DTC or any nominee of DTC to a successor depositary or any nominee of
such successor.


 


So long as DTC or its nominee is the registered owner
of a Global Note, DTC or such 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 this Supplemental Indenture. Except as described below, owners
of beneficial interest in Notes evidenced by a Global Note will not be entitled
to have any of the individual Notes represented by such Global Note registered
in their names, will not receive or be entitled to receive physical delivery of
any such Notes in definitive form and will not be considered the owners or
holders thereof under the Indenture or this Supplemental Indenture.


 


If DTC is at any time unwilling, unable or ineligible
to continue as depositary and a


 


6

















 


successor depositary is not appointed by the Company within 90 days,
the Company will issue individual Notes in exchange for the Global Note or
Global Notes representing such Notes. In addition, the Company may at any time
and in its sole discretion, subject to certain limitations set forth in the
Indenture, determine not to have any of such Notes represented by one or more
Global Notes and, in such event, will issue individual Notes in exchange for
the Global Note or Global Notes representing the Notes. Individual Notes so
issued will be issued in denominations of $1,000 and integral multiples
thereof.


 


(b)  Interest
and Interest Rate.  The Notes will
bear interest at a rate of 7 7/8% per annum, from April 21, 2003 (or, in the
case of Notes issued upon the reopening of this series of Notes, from the date
designated by the Company in connection with such reopening) or from the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for, payable semiannually on each April 15 and October 15,
commencing October 15, 2003 (each of which shall be an “Interest Payment
Date”), to the Persons in whose names the Notes are registered in the Security
Register at the close of business on April 1 and October 1, as the case may be
(whether or not a Business Day), next preceding such Interest Payment Date
(each, a “Regular Record Date”).


 


(c)  Principal
Repayment; Currency.  The Stated
Maturity of the principal of the Notes is April 15, 2015, provided, however,
the Notes may be earlier redeemed at the option of the Company as provided in
paragraph (d) below. The principal of each Note payable at its Stated Maturity
shall be paid against presentation and surrender thereof at the Corporate Trust
Office of the Trustee, located initially at One Federal Street, Boston,
Massachusetts 02110, 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 or private
debts.


 


(d)  Redemption
at the Option of the Company.


 


(i)                                     The
Notes will be subject to redemption at any time and from time to time on or
after April 15, 2008 at the option of the Company, in whole
or in part, upon not less than 30 nor more than 60 days’ notice to each Holder
of Notes to be redeemed at its address appearing in the Security Register, at
the following redemption prices (expressed in percentages of principal amount),
plus accrued and unpaid interest, if any, to but excluding the applicable
Redemption Date, if redeemed during the 12-month period beginning on April 15
of the years indicated below:


 


	
  Year

  	
   

  	
  Redemption
  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  103.938

  	
  %

  
	
  2009

  	
   

  	
  102.625

  	
  %

  
	
  2010

  	
   

  	
  101.313

  	
  %

  
	
  2011
  and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(ii)                                  In
addition, up to 35% of the aggregate principal amount of the Notes issued
hereunder will be subject to redemption at any time and from time to time prior
to April 15, 2006 at the option of the Company, in whole or in part, with
the net proceeds of one or more Public Equity Offerings, upon not less than 30
nor more than 60 days’ notice


 


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to each Holder of Notes
to be redeemed at its address appearing in the Security Register, at a
redemption price (expressed in percentages of principal amount) of 107.875%,
plus accrued and unpaid interest, if any, to but excluding the applicable
Redemption Date; provided (i) that Notes representing at least 65% of the
aggregate principal amount of the Notes issued hereunder remains outstanding
immediately after each such redemption and (ii) such redemption occurs within
90 days after the date of the closing of the applicable Public Equity Offering.


 


(e)  Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication.  Notices to the Company shall be directed to
it at 400 Centre Street, Newton, Massachusetts
02458, fax number (617) 796-8349, Attention:
President; notices to the Trustee shall be directed to it at One Federal
Street, Boston, Massachusetts 02110, fax number (617) 603-6683, Attention:
Corporate Trust Department, Re: Senior Housing Properties Trust 7 7/8% Senior
Notes due 2015; or as to either party, at such other address as shall be
designated by such party in a written notice to the other party.


 


(f)  Global
Note Legend.  Each Global Note shall
bear the following legend on the face thereof:


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO 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.


 


(g)  Applicability
of Discharge, Defeasance and Covenant Defeasance Provisions.  The Discharge, Defeasance and Covenant
Defeasance provisions in Article Thirteen of the Indenture will apply to the
Notes.


 


ARTICLE 3


 


ADDITIONAL
COVENANTS


 


Section 3.1  Holders of the Notes shall have the benefit
of the following covenants, in addition to the covenants of the Company set
forth in Article Eight of the Indenture:


 


(a)  Limitations
on Incurrence of Debt.


 


(i)                                     The
Company will not, and will not permit any Subsidiary to, incur any


 


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Debt if, immediately
after giving effect to the incurrence of such additional 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 (“Adjusted
Total Assets”) of (without duplication) (A) the Total Assets of the Company and
its Subsidiaries as of the end of the calendar quarter covered in the Company’s
Annual Report on Form 10-K, or Quarterly Report on Form 10-Q, as the case may
be, most recently filed with the Securities and Exchange Commission (or, if
such filing is not permitted under the Exchange Act, with the Trustee) prior to
the incurrence of such additional Debt and (B) the purchase price of any real
estate assets or mortgages receivable acquired, and the amount of any
securities offering proceeds received (to the extent that such proceeds were
not used to acquire real estate assets or mortgages receivable or used to
reduce Debt), by the Company or any Subsidiary since the end of such calendar
quarter, including those proceeds obtained in connection with the incurrence of
such additional Debt.


 


(ii)                                  The
Company will not, and will not permit any Subsidiary to, incur any Secured Debt
if, immediately after giving effect to the incurrence of such additional
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 Adjusted Total
Assets.


 


(iii)                               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 Debt
Service for the four consecutive fiscal quarters most recently ended prior to
the date on which such additional Debt is to be incurred shall have been less
than 2.0 to 1.0, on a pro forma basis after giving effect thereto and to the
application of the proceeds therefrom, and calculated on the assumption that
(A) such Debt and any other Debt incurred by the Company and its Subsidiaries
on a consolidated basis 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; (B) the repayment or retirement
of any other Debt by the Company and its Subsidiaries since the first date of
such four-quarter period had been repaid or retired 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); (C) in the case of Acquired Debt
or Debt incurred in connection with any acquisition since the first day of such
four-quarter period, the related acquisition had occurred as of the first day
of such period with appropriate adjustments with respect to such acquisition
being included in such pro forma calculation; and (D) in the case of any
acquisition or disposition by the Company or its Subsidiaries on a consolidated
basis of any asset or group of assets since the first day of such four-quarter
period, whether 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. If the Debt giving rise to the need to make the foregoing
calculation or any other Debt incurred after the first day of the relevant four-quarter
period bears interest at a floating rate then, for purposes of calculating the
Annual Debt Service, the


 


9

















 


interest rate on such
Debt shall be computed on a pro forma basis as if the average interest rate
which would have been in effect during the entire such four-quarter period had
been the applicable rate for the entire such period.


 


(b)  Limitations
on Distributions.  The Company will
not, and will not permit any Subsidiary to, (i) declare or pay any dividend or
make any distribution on or with respect to the Company’s Capital Stock (other
than dividends or distributions payable solely in shares of the Company’s
Capital Stock, other than Disqualified Stock, or in options, warrants or other
rights to acquire shares of such Capital Stock; (ii) purchase, redeem, retire
or otherwise acquire for value any shares of the Company’s Capital Stock; or
(iii) make any voluntary or optional principal payment, or voluntary or
optional redemption, repurchase, defeasance, or other acquisition or retirement
for value, of Subordinated Debt (other
than Excluded Refundings); unless, immediately after giving pro forma
effect to such distribution (each, a “Restricted Payment”):


 


(A)                              no
Default under the Indenture shall have occurred and be continuing or would
occur as a result of such Restricted Payment;


 


(B)                                the
Company and its Subsidiaries would have been permitted to incur at least $1.00
of additional Debt (other than Debt between the Company and one or more its
Subsidiaries or between one or more its Subsidiaries) under the terms of
Section 3.1(a) of this Supplemental Indenture; and


 


(C)                                the
aggregate amount of all Restricted Payments (the amount, if other than in cash,
to be determined in good faith by the Board, whose determination shall be
conclusive and evidenced by a Board Resolution) made after the date of this
Supplemental Indenture would not exceed the sum of:


 


(I)                                    95%
of Funds from Operations accrued on a cumulative basis during the period (taken
as one accounting period) beginning on October 1, 2001 and ending on the last
day of the Company’s then most recently completed calendar quarter; plus


 


(II)                                100%
of the aggregate Net Cash Proceeds received by the Company after October 1,
2001 from the issuance or sale of Capital Stock of the Company to a Person
which is not a Subsidiary of the Company; plus


 


(III)                            $15,000,000.


 


Notwithstanding the
foregoing, this Section 3.1(b) shall not prohibit or limit, and shall not
be violated by, (i) any dividend, distribution or other action which is
necessary to distribute 100% of the Company’s real estate investment trust
taxable income (determined prior to any deductions for dividends paid) or to
maintain the Company’s status as a real estate investment trust under the
Internal Revenue Code of 1986, as amended, if the aggregate principal amount of
all outstanding Debt of the Company and its Subsidiaries on a consolidated
basis determined in accordance with GAAP is less than 60% of Adjusted Total
Assets, or (ii) the payment of any dividend or other distribution within
60 days of the declaration thereof if at the date of declaration thereof
such payment would have complied with the provisions of this Section 3.1(b).


 


10

















 


(c)  Maintenance
of Total Unencumbered Assets.  The
Company and its Subsidiaries will maintain at all times Total Unencumbered
Assets of not less than 150% of the aggregate outstanding principal amount of
the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis
in accordance with GAAP.


 


(d)  Company
May Consolidate, Etc., Only on Certain Terms.  In addition to the provisions of Section 801 of the Indenture,
the Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless
immediately after giving effect to such transaction, the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the Company
substantially as an entirety would be permitted to incur at least $1.00 of
additional Debt (other than Debt between such Person and one or more of its
Subsidiaries or between one or more or its Subsidiaries) under the terms of
Section 3.1(a) of this Supplemental Indenture.


 


ARTICLE 4


 


OFFER TO
REPURCHASE UPON CHANGE OF CONTROL


 


Section 4.1  Subject to Section 4.2, if a Change of
Control occurs, the Company shall make an offer (a “Change of Control Offer”) to
each Holder of the Notes to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of such Holder’s Notes at a purchase price, in cash,
equal to 101% of the aggregate outstanding principal amount of the Notes
repurchased, plus accrued and unpaid interest thereon, if any (subject to the
right of Holders on the relevant record date to receive interest due on the
relevant interest payment date), to the date of purchase (the “Change of
Control Payment”).


 


Within 10 days following any Change of Control, the
Company shall mail a written offer (an “Offer”) to each Holder in accordance
with the terms of Section 1104 of the Base Indenture.  The Offer shall contain all the information required by
applicable law to be included therein. 
The Offer shall also contain information concerning the business of the
Company and its Subsidiaries which the Company in good faith believes will
enable such Holders to make an informed decision with respect to the Change of
Control Offer.  The Offer shall contain
all instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Change of Control Offer. 
The Offer shall also state:


 


(a)  that the
Change of Control Offer is being made pursuant to this covenant and that all
Notes tendered will be accepted for payment on the Change of Control Payment
Date, as defined below;


 


(b)  the
purchase price and the purchase date, which shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed (the “Change of
Control Payment


 


11

















 


Date”),
which date shall also be the date the Offer expires;


 


(c)  that any
Note not tendered will continue to accrue interest;


 


(d)  that,
unless the Company defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer shall
cease to accrue interest after the Change of Control Payment Date;


 


(e)  that
Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of the Notes completed, to the
Paying Agent at the address specified in the notice prior to close of business
on the date specified in such notice, which shall not be earlier than first to
occur of (i) the thirtieth day following the date of such notice and (ii) the
third Business Day preceding the Change of Control Payment Date;


 


(f)  that
Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing its election to have the Notes purchased;


 


(g)  that
Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered,
which unpurchased portion must be equal to $1,000 in principal amount or an
integral multiple thereof; and


 


(h)  that
Holders electing to have a Note purchased pursuant to a Change of Control Offer
may elect to have Notes purchased in integral multiples of $1,000 only.


 


On the Change of Control Payment Date, the Company
shall, to the extent lawful,


 


(i)                                     accept
for payment all Notes or portions of the Notes properly tendered pursuant to
the Change of Control Offer;


 


(ii)                                  deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of the Notes so tendered; and


 


(iii)                               deliver
or cause to be delivered to the Trustee the Notes so accepted together with an
Officers’ Certificate stating the aggregate principal amount of Notes or
portions thereof being purchased by the Company.


 


The Paying Agent shall promptly mail to each Holder of
Notes properly tendered payment in an amount equal to the Change of Control
Payment with respect to the purchased Notes, and the Trustee shall promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered by such Holder, if any; provided, however, that each such new Note
shall be


 


12

















 


in a principal amount of $1,000 or an integral multiple thereof. The
Company shall publicly announce the results of the Change of Control Offer on
or as soon as practicable after the Change of Control Payment Date.


 


The Change of Control provisions described above shall
be applicable whether or not any other provisions of this Indenture are
applicable.


 


The Company shall comply with the  requirements of Section 14(e) of the
Exchange Act and any other securities laws or regulations to the extent those
laws and regulations are applicable to any Change of Control Offer.  If the provisions of any of the applicable
securities laws or securities regulations conflict with the provisions of this
Section 4.1, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Section 4.1 by virtue of the compliance.


 


Notwithstanding the
foregoing provisions of this Section 4.1, the Company shall not be
required to make or give notice of a Change of Control Offer and, if made or
given, shall not be required to repurchase Notes on the related Change of
Control Payment Date if, prior to the date on which such notice or Change of
Control Offer is required to be given or made or such Change of Control Payment
Date, as applicable


 


(i)                                   the
Company shall have irrevocably exercised its option to redeem the Notes in
whole pursuant to Section 2.1(d) of this Supplemental Indenture; provided
that if the Company shall default in its obligation to redeem the Notes
pursuant to such redemption on the applicable Redemption Date, the Company
shall become obligated to commence a Change of Control Offer in accordance with
this Article 4 on such Redemption Date; or


 


(ii)                                  giving
effect to the related Change of Control, the Moody’s and Standard & Poor’s
shall have confirmed that the Notes are rated “Ba3” (or its equivalent) or
higher and “BB-” or higher, respectively.


 


The Company shall not be required to make a Change of
Control Offer upon a Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control
Offer made by the Company and purchases all Notes properly tendered and not
withdrawn under such Change of Control Offer.


 


The provisions of the
Indenture relating to the Company’s obligation to make an offer to repurchase
the Notes as a result of a Change of Control (including this Article 4 and
clause (a) of Section 5.1) may be waived or modified with the consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding.


 


Section 4.2.  The provisions of Section 4.1 shall
terminate and cease to have further force or effect on or after the first date,
if any, on which the Notes shall have been rated “Baa3” (or its equivalent) or
higher by Moody’s and “BBB-” (or its equivalent) or higher by Standard &
Poor’s.


 


13

















 


ARTICLE 5


 


ADDITIONAL EVENTS
OF DEFAULT


 


Section 5.1  For purposes of this Supplemental Indenture
and the Notes, in addition to the Events of Default set forth in Section 501 of
the Indenture, it shall also constitute an “Event of Default” if (a) the
Company shall have failed to consummate a Change of Control Offer in accordance
with the provisions of Article 4 of this Supplemental Indenture, or (b)
one or more final judgments or orders (not covered by insurance, treating any
deductibles, self-insurance or retention as not so covered) for the payment of
money in excess of $10,000,000 in the aggregate for all such judgments or
orders against the Company or any Subsidiary and such judgments or orders shall
not be paid or discharged, and there shall be a period of 60 consecutive days
after the final judgment or order that causes such aggregate amount to exceed
$10,000,000 million during which a stay of enforcement of such final
judgment(s) or order(s) are not in effect.


 


Section 5.2  Notwithstanding any provisions to the
contrary in the Indenture including, without limitation, Section 501(a)
thereof, the failure to pay the principal of or any premium on the Notes at its
Maturity shall constitute an “Event of Default”.


 


Section 5.3  Notwithstanding any provisions to the
contrary in the Indenture including, without limitation, Section 501(e)
thereof, the default under any bonds, debentures, notes or other evidences of
indebtedness of the Company, or under any mortgage, indenture or other instrument
of the Company (including a default with respect to Securities of any series
other than the Notes) under which there may be issued or by which there may be
secured any indebtedness of the Company (or by one or more Subsidiaries, the
repayment of which the Company has guaranteed or for which the Company is
directly responsible or liable as obligor or guarantor), whether such
indebtedness now exists or shall hereafter be created, which default(s) shall
constitute a failure to pay an aggregate principal amount exceeding $10,000,000
of such indebtedness when due and payable after the expiration of any
applicable grace period with respect thereto and shall have resulted in such
indebtedness in an aggregate principal amount exceeding $10,000,000 becoming or
being declared due and payable prior to the date on which it would otherwise
have become due and payable, without such indebtedness having been discharged,
or such acceleration having been rescinded or annulled, within a period of 10
days after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least a majority in principal amount of the Outstanding Notes a written notice
specifying such default and requiring the Company to cause such indebtedness to
be discharged or cause such acceleration to be rescinded or annulled and
stating that such notice is a “Notice of Default” hereunder, shall
constitute an Event of Default.


 


ARTICLE 6


 


EFFECTIVENESS


 


Section 6.1  This Supplemental Indenture shall be
effective for all purposes as of the date and time this Supplemental Indenture
has been executed and delivered by the Company and the Trustee in accordance
with Article Nine of the Indenture. As supplemented hereby, the Indenture


 


14

















 


is hereby confirmed as being in full force and effect.


 


ARTICLE 7


 


NOTICE TO TRUSTEE


 


Section 7.1  Notwithstanding anything to the contrary in
the Indenture including, without limitation, Section 1102 thereof, in
connection with the redemption at the election of the Company of less than all
the Notes, the Company shall notify the Trustee of the establishment of a
Redemption Date and the principal amount of Notes to be redeemed at least 45
days prior to such Redemption Date unless a shorter period shall be
satisfactory to the Trustee.


 


ARTICLE 8


 


MISCELLANEOUS


 


Section 8.1  In the event any provision of this
Supplemental Indenture shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof or any provision of the Indenture.


 


Section 8.2  To the extent that any terms of this
Supplemental Indenture or the Notes are inconsistent with the terms of the
Indenture, the terms of this Supplemental Indenture or the Notes shall govern
and supersede such inconsistent terms.


 


Section 8.3  This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.


 


Section 8.4 This Supplemental Indenture may be
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.


 


15

















 


IN WITNESS WHEREOF, the Company and the Trustee have
caused this Supplemental Indenture to be executed as an instrument under seal
in their respective corporate names as of the date first above written.


 


	
   

  	
  SENIOR HOUSING
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Hoadley

  	
   

  
	
   

  	
   

  	
  Name: John R. Hoadley

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marie A. Hattinger

  	
   

  
	
   

  	
   

  	
  Name: Marie A.
  Hattinger

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


[Signature Page to
Supplemental Indenture]


 


16

















 


EXHIBIT A


 


FORM OF NOTE


 


[Form of Face of
Security]


 


SENIOR HOUSING
PROPERTIES TRUST


 


7 7/8% Senior
Notes due 2015


 


	
  No.

  	
                                   

  	
   

  	
  $

  	
                

  



 


Senior Housing Properties Trust, a real estate
investment trust duly organized and existing under the laws of Maryland (herein
called the “Company”,
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to                                                            ,
or registered assigns, the principal sum of                               
Dollars ($                   )
on April 15, 2015, and to pay interest thereon from April 21, 2003 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on April 15 and October 15 in each year, commencing
October 15, 2003 at the rate of 7 7/8% per annum, until the principal hereof is
paid or made available for payment.  The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the April 1 or October 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.


 


Payment of the principal of (and premium, if any) and
any such interest on this Security will be made at the office or agency of the
Company maintained for that purpose in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register.


 


Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.


 


Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 


THE
ARTICLES OF AMENDMENT AND RESTATEMENT ESTABLISHING SENIOR HOUSING PROPERTIES
TRUST DATED SEPTEMBER 20, 1999, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS
AND SUPPLEMENTS THERETO (THE “DECLARATION”), IS DULY FILED IN THE OFFICE OF THE
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT THE
NAME “SENIOR HOUSING PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD
TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR
CLAIM AGAINST, THE COMPANY. ALL PERSONS DEALING WITH THE COMPANY SHALL LOOK
ONLY TO THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE
OF ANY OBLIGATION.


 


A-1

















 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


	
  Dated:

  	
  SENIOR HOUSING
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   Title:

  



 


 


CERTIFICATE OF
AUTHENTICATION


 


Dated:


 


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


 


	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION, As

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   Authorized Officer

  



 


A-2

















 


[Form of Reverse
of Security]


 


1.                                       General.  This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”),  issued and to be issued in one or more
series under an Indenture, dated as of December 20, 2001, between the Company
and State Street Bank and Trust Company (“State Street”) (as amended, supplemented
or otherwise modified from time to time, the “Base Indenture”), as
supplemented by a Supplemental Indenture No. 3, dated as of April 21,
2003, between the Company and U.S. Bank National Association, as successor
trustee to State Street (herein called the “Trustee”, which term includes State Street
as applicable) (as amended, supplemented or otherwise modified from time to
time, the “Supplemental
Indenture” and the Base Indenture, as supplemented by such
Supplemental Indenture, the “Indenture”), and reference is hereby made
to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee, and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. 
This Security is one of the series designated on the face hereof.


 


2.                                       Optional
Redemption.  (i)           The Notes will be subject to redemption at
any time and from time to time on or after April 15, 2008 at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days’
notice to each Holder of Notes to be redeemed at its address appearing in the
Security Register, at the following redemption prices (expressed in percentages
of principal amount), plus accrued and unpaid interest, if any, to but
excluding the applicable Redemption Date, if redeemed during the 12-month
period beginning on April 15 of the years indicated below:


 


	
  Year

  	
   

  	
  Redemption
  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  103.938

  	
  %

  
	
  2009

  	
   

  	
  102.625

  	
  %

  
	
  2010

  	
   

  	
  101.313

  	
  %

  
	
  2011
  and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(ii)                                  In
addition, up to 35% of the aggregate principal amount of the Notes issued
hereunder will be subject to redemption at any time and from time to time prior
to April 15, 2006 at the option of the Company, in whole or in part, with
the net proceeds of one or more Public Equity Offerings, upon not less than 30
nor more than 60 days’ notice to each Holder of Notes to be redeemed at its
address appearing in the Security Register, at a redemption price (expressed in
percentages of principal amount) of 107.875%, plus accrued and unpaid interest,
if any, to but excluding the applicable Redemption Date; provided (i) that Notes
representing at least 65% of the aggregate principal amount of the Notes issued
under the Supplemental Indenture remains outstanding immediately after each
such redemption and (ii) such redemption occurs within 90 days after the date
of the closing of the applicable Public Equity Offering.


 


(iii)                               In
the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.


 


3.                                       Defeasance.  The Indenture contains provisions for
defeasance at any time of the entire indebtedness of this Security upon
compliance with certain conditions set forth in the Indenture.


 


4.                                       Defaults
and Remedies.  If an Event of
Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.


 


5.                                       Actions
of Holders.  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 Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected.  The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such


 


A-3

















 


series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange therefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 


As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than a majority in principal amount of the Securities of this series at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.


 


6.                                       Payments
Not Impaired.  No reference herein
to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.


 


7.                                       Denominations,
Transfer, Exchange.  As provided in
the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


 


The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder 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.


 


8.                                       Persons
Deemed Owners.  Prior to due
presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


9.                                       Defined
Terms.  All terms used in this
Security which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.


 


A-4

















 


[ASSIGNMENT FORM]


 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this instrument, 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
  right of survivorship and not as tenants in common

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Under Uniform Gifts to
  Minors 

  
	
  Act

  	
   

  	
   

  
	
   

  	
  (State)

  	
   

  
															



Additional
abbreviations may also be used though not in the above list.


 












 


FOR VALUE RECEIVED, the
undersigned registered holder 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 OF ASSIGNEE

  
	
   

  
	
  the within security and all rights thereunder, hereby
  irrevocably constituting and appointing

  
	
   

  	
  Attorney

  
	
  to transfer said security on the books of the
  Company with full power of substitution in the premises.

  






 


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice:  The signature to this assignment must
  correspond with the name as it appears upon the face of the within security
  in every particular, without alteration or enlargement or any change
  whatever.

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guarantee*:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
   

  	
  *  Participant in a recognized Signature
  Guarantee Medallion Program (or other signature guarantor acceptable to the
  Trustee).

  
								



 


A-5

















 


[FORM OF OPTION OF
HOLDER TO ELECT PURCHASE]


 


OPTION OF HOLDER
TO ELECT PURCHASE


 


If you want to elect to
have this Note purchased by the Company pursuant to Section 4.1 of the
Supplemental Indenture referred to in this Note pursuant to the Company’s
Change of Control Offer, check this box: 
o


 


	
  If you want to elect to
  have only part of this Note purchased by the Company pursuant to Section 4.1
  of the Supplemental Indenture 

  
	
  referred to in this
  Note pursuant to the Company’s Change of Control Offer, state the amount you
  elect to have purchased (must be 

  
	
  an integral multiple of
  $1,000):  $                                                      

  	
   

  



 


 


PLEASE INSERT YOUR SOCIAL
SECURITY OR OTHER IDENTIFYING NUMBER:


 




	
   

  
	
   

  






 


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice:  The signature to this election must
  correspond with the name as it appears upon the face of the within security
  in every particular, without alteration or enlargement or any change
  whatever.

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guarantee*:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
   

  	
  *  Participant in a recognized Signature
  Guarantee Medallion Program (or other signature guarantor acceptable to the
  Company).

  
							



 


A-6