0000899681-07-000555 Sample Contracts

FIRST SUPPLEMENTAL INDENTURE DATED AS OF JULY 31, 2007
First Supplemental Indenture • August 2nd, 2007 • Monmouth Real Estate Investment Corp • Real estate investment trusts • New York

This FIRST SUPPLEMENTAL INDENTURE, dated as of July 31, 2007 (the "Supplemental Indenture"), is entered into by and among Monmouth Capital Corporation, a New Jersey corporation (the "Company"), Monmouth Real Estate Investment Corporation, a Maryland corporation ("MREIC") and Wilmington Trust Company as trustee (the "Trustee"), under an Indenture dated as of October 23,2003 (the "Indenture") governing the Company's 8% Convertible Subordinated Debentures Due 2013 (the "Securities"). All capitalized terms used herein shall have the meanings assigned to them in the Indenture, except to the extent such terms are otherwise defined in this Supplemental Indenture or the context clearly requires otherwise.

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MONMOUTH CAPITAL CORPORATION as Issuer and WILMINGTON TRUST COMPANY as Trustee INDENTURE Dated as of October 23, 2003 8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2013
Indenture • August 2nd, 2007 • Monmouth Real Estate Investment Corp • Real estate investment trusts • New York

INDENTURE, dated as of October 23, 2003, between MONMOUTH CAPITAL CORPORATION, a corporation duly organized and existing under the laws of the State of New Jersey, having its principal office at 3499 Route 9 North, Suite 3C, Freehold, New Jersey 07728 (the "Company"), and WILMINGTON TRUST COMPANY, a banking corporation organized under the laws of the State of Delaware, as Trustee (the "Trustee").

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 2nd, 2007 • Monmouth Real Estate Investment Corp • Real estate investment trusts • Maryland

THIS AGREEMENT is made and entered into, effective as of ___________, 2007, by and between, MONMOUTH REAL ESTATE INVESTMENT CORPORATION, a Maryland corporation (the “Corporation”), and ____________________, (“Indemnitee”), a director and/or officer of the Corporation.

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