EXHIBIT 4.12
SUPPLEMENTAL INDENTURE NO. 2 DATED AS OF FEBRUARY 23, 1998
(Supplementing the Supplemental Indenture dated as of July 9, 1997)
by and between
HEALTH AND RETIREMENT PROPERTIES TRUST
and
STATE STREET BANK AND TRUST COMPANY
HEALTH AND RETIREMENT PROPERTIES TRUST
Remarketed Reset Notes due July 9, 2007
This SUPPLEMENTAL INDENTURE NO. 2 (this "Supplement") made and entered
into as of February 23, 1998 between HEALTH AND RETIREMENT PROPERTIES TRUST, a
Maryland real estate investment trust (the "Company"), and STATE STREET BANK AND
TRUST COMPANY, a Massachusetts trust company, as Trustee (the "Trustee").
WITNESSETH THAT:
WHEREAS, the Company and the Trustee have executed and delivered an
Indenture, dated as of July 9, 1997 (the "Indenture"), relating to the Company's
issuance, from time to time, of various series of debt securities; and
WHEREAS, the Company and the Trustee have executed and delivered a
Supplemental Indenture, dated as of July 9, 1997 (the "Supplemental Indenture
No. 1") to the Indenture pursuant to which the Company has issued a series (the
"Series") of debt securities known as the Company's "$200,000,000 Remarketed
Reset Notes due July 9, 2007" (the "Reset Notes"); and
WHEREAS, the Company has determined to issue an additional $50,000,000
of Reset Notes pursuant to the Indenture and Supplemental Indenture No. 1, and
proposes to supplement Supplemental Indenture No. 1 to provide for such
issuance; and
NOW, THEREFORE, THIS SUPPLEMENT WITNESSETH:
ARTICLE 1
SUPPLEMENT
Pursuant to Section 301 of the Indenture, the Series is hereby reopened
to increase the maximum principal amount thereof by $50,000,000 to $250,000,000.
Henceforth the Series shall be known as the Company's Remarketed Reset Notes due
July 9, 2007.
ARTICLE 2
EFFECTIVENESS
This Supplement shall be effective for all purposes as of the date and
time this Supplement has been executed and delivered by the Company and the
Trustee in accordance with Article Nine of the Indenture. As supplemented
hereby, Supplemental Indenture No. 1 is hereby confirmed as being in full force
and effect.
ARTICLE 3
MISCELLANEOUS
Section 3.1 In the event any provision of this Supplement 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 3.2 This Supplement shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts.
Section 3.3 This Supplement 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.
IN WITNESS WHEREOF, the Company and the Trustee have caused
this Supplement to be executed as an instrument under seal in their respective
corporate names and attested by their duly authorized officers, all as of the
date first above written.
HEALTH AND RETIREMENT PROPERTIES TRUST
By: /s/ Xxxx Xxxxx
Xxxx Xxxxx
Treasurer
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By: /s/ Xxxxxx X. Xxxx XX
Name: Xxxxxx X. Xxxx XX
Title: Vice President
-2-
