EXHIBIT 4.1
BRE PROPERTIES, INC.
FIRST SUPPLEMENTAL INDENTURE
THE FIRST SUPPLEMENTAL INDENTURE (this "Supplement") is entered into
as of the 23rd day of April, 1998 between BRE Properties, Inc., a Maryland
corporation (the "Company"), and Chase Manhattan Bank and Trust Company,
National Association, a national trust bank organized and existing under the
laws of the United States of America (the "Trustee"), as successor trustee
under that certain Indenture, dated as of June 23, 1997, between the Company
and the Trustee (the "Indenture").
RECITALS
WHEREAS, pursuant to Section 901(9) of the Indenture, the Indenture
may be amended or supplemented in order to cure an ambiguity, defect or
inconsistency;
WHEREAS, pursuant to Section 901 of the Indenture, the Board of
Directors of the Company has authorized this Supplement, and the Secretary of
the Company has certified the resolutions adopted by the Board of Directors
authorizing this Supplement, in each case, in the form attached hereto as
Exhibit A; and
WHEREAS, pursuant to Section 903 of the Indenture, counsel to the
Company has delivered an Opinion of Counsel to the Trustee stating that the
execution of this Supplement is authorized or permitted by the Indenture, in
the form attached hereto as Exhibit B.
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending legally to be bound, hereby agree
for the equal and proportionate benefit of all Holders of Debt Securities as
follows:
TERMS OF FIRST SUPPLEMENTAL INDENTURE
1. Definitions. Capitalized terms used but not defined herein shall
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have the meanings ascribed thereto in the Indenture.
2. Amendment. The Indenture is hereby amended, effective as of the
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date hereof by amending the definition of the term "Subsidiary" set forth in
Section 101 of the Indenture by deleting, in clause (ii) of such definition,
the word "other".
3. No Other Amendments. Except as set forth in Section 2 hereof,
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nothing contained herein shall be deemed or construed to relieve any party to
the Indenture of its obligations thereunder as in effect immediately prior to
the effectiveness of this Supplement or to impair any of such obligations in
any way and, except to the extent the Indenture is amended hereby, the
Indenture shall remain in full force and effect and each of the parties hereto
hereby confirms all of the terms and provisions of the Indenture as amended
hereby.
4. Governing Law. This Supplement and the Indenture shall be governed
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by and construed in accordance with the law of the State of New York. This
Supplement and the Indenture are subject to the provisions of the TIA that are
required to be part of this Supplement and the Indenture and shall, to the
extent applicable, be governed by such provisions.
5. Counterparts. This Supplement may be executed in any number of
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counterparts, each of which so executed shall be deemed an original, but all
such counterparts shall together constitute but one and the same instrument.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
BRE PROPERTIES, INC.
By: /s/ Xxxxx X. XxXxxxxx
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Name: Xxxxx X. XxXxxxxx
Title: President and Chief Executive Officer
Attest:
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By: /s/ XxXxx X. Xxxxxxx
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Name: XxXxx X. Xxxxxxx
Title: Executive Vice President, Chief Financial
Officer and Secretary
CHASE MANHATTAN BANK AND TRUST
COMPANY, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
Attest:
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By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
[SEAL]