Obbligazione Federated Realty Investments 5.9% ( US313747AR87 ) in USD

Federated Realty Investments

100 USD ⇌

Stati Uniti

US313747AR87 ( in USD )

5.9% per anno ( pagato 2 volte l'anno)

01/04/2020 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Federal Realty Investment US313747AR87 in USD 5.9%, scaduta

1 000 USD

150 000 000 USD

313747AR8

N/A

Federal Realty Investment Trust è una società di investimento immobiliare statunitense specializzata nello sviluppo, nella gestione e nella proprietà di centri commerciali di alta qualità situati in aree densamente popolate e ad alto reddito.

The Obbligazione issued by Federated Realty Investments ( United States ) , in USD, with the ISIN code US313747AR87, pays a coupon of 5.9% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/04/2020

Form 424(b)(5)
424B5 1 d424b5.htm FORM 424(B)(5)
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-160009
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)
5.90% Notes due 2020

--

--

$150,000,000

$10,695

(1)
This filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, and relates to the Registration
Statement on Form S-3 (No. 333-160009) filed on June 16, 2009.
Table of Contents

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 16, 2009)
$150,000,000
5.90% Notes due 2020

The notes offered by this prospectus supplement will bear interest at the rate of 5.90% per year. Interest on the notes will be payable on
April 1 and October 1 of each year, beginning on October 1, 2010. The notes will mature on April 1, 2020. We may redeem some or all of the
notes at any time before maturity. The redemption price is discussed under the caption "Description of Notes--Optional Redemption."
The notes will be unsecured senior obligations of our company and will rank equally with all of our other unsecured senior indebtedness.
The notes will be effectively subordinated to the prior claims of each secured mortgage lender to any specified property that secures such lender's
mortgage and to all of the unsecured indebtedness of our subsidiaries.
The notes will not be listed on any securities exchange. Currently there is no public market for the notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus
supplement, on page 2 of the accompanying prospectus and in our Annual Report on Form 10-K for the year
ended December 31, 2009, filed with the Securities and Exchange Commission, or the SEC, on February 17,
2010.

Per Note
Total
Public offering price(1)

99.812%
$149,718,000
Underwriting discount

0.650%
$
975,000
Proceeds, before expenses, to us(1)

99.162%
$148,743,000
(1) Plus accrued interest from March 1, 2010, if settlement occurs after that date.
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Form 424(b)(5)
The underwriters expect to deliver the notes to purchasers in book-entry only form through the facilities of The Depository Trust
Company on or about March 1, 2010.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Joint Book-Running Managers

BofA Merrill Lynch
Wells Fargo Securities

Co-Managers

Citi
Goldman, Sachs & Co.

PNC Capital Markets LLC

RBC Capital Markets

Capital One Southcoast
Sandler O'Neill + Partners, L.P.

SunTrust Robinson Humphrey
The date of this prospectus supplement is February 24, 2010.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement

ii
Cautionary Statement Concerning Forward-Looking Statements

iii
Prospectus Supplement Summary

S-1
Risk Factors

S-5
Use of Proceeds

S-6
Ratios of Earnings to Fixed Charges

S-6
Description of Notes

S-7
Additional Material U.S. Federal Income Tax Considerations

S-14
Underwriting

S-19
Experts

S-20
Legal Matters

S-20
Prospectus

Page
About this Prospectus

1
Risk Factors

2
Forward-Looking Information

2
The Company

3
Use of Proceeds

4
Ratios of Earnings to Combined Fixed Charges and Preferred Share Dividends

4
Description of Debt Securities

5
Description of Shares of Beneficial Interest

19
Material Federal Income Tax Considerations

36
Plan of Distribution

53
Legal Matters

55
Experts

55
Where You Can Find More Information

55
Table of Contents
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Form 424(b)(5)
ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus, as well as the information contained or
incorporated by reference herein and therein, carefully before you invest in the notes. These documents contain important information you should
consider before making your investment decision. This prospectus supplement and the accompanying prospectus contain the terms of this offering
of notes. The accompanying prospectus contains information about our securities generally, some of which does not apply to the notes covered by
this prospectus supplement. This prospectus supplement may add, update or change information contained in or incorporated by reference in the
accompanying prospectus. If the information in this prospectus supplement is inconsistent with any information contained in or incorporated by
reference in the accompanying prospectus, the information in this prospectus supplement will apply and will supersede the inconsistent information
contained in or incorporated by reference in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus in making your investment decision. You should also read and consider the additional information incorporated by
reference in this prospectus supplement and the accompanying prospectus. See "Where You Can Find More Information" in the accompanying
prospectus.
References to "we," "us," "our," "our company" or "ours" refer to Federal Realty Investment Trust and its directly and indirectly owned
subsidiaries, unless the context otherwise requires. The term "you" refers to a prospective investor.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any related free writing prospectus required to be filed with the SEC. Neither we nor the underwriters have
authorized any other person to provide you with additional or different information. If anyone provides you with additional or different
information, you should not rely on it. Neither we nor the underwriters are making an offer to sell the notes in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying
prospectus, any such free writing prospectus and the documents incorporated by reference herein and therein is accurate only as of their
respective dates. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

ii
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and documents that we incorporate by reference into this prospectus
supplement and the accompanying prospectus contain statements that are not based on historical facts, including statements or information with
words such as "may," "will," "could," "should," "plans," "intends," "expects," "believes," "estimates," "anticipates," "continues" and similar
words. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or
the Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of
1995. In particular, the risk factors included or incorporated by reference in this prospectus supplement and the accompanying prospectus describe
forward-looking information. The risk factors, including those contained on page S-5 of this prospectus supplement, on page 2 of the
accompanying prospectus and in our Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 17,
2010, describe risks that may affect these statements but are not all-inclusive, particularly with respect to possible future events. Many things can
happen that can cause actual results to be different from those we describe. These factors include, but are not limited to:

· risks that our tenants will not pay rent, may vacate early or may file for bankruptcy, or that we may be unable to renew leases or

re-let space at favorable rents as leases expire;

· risks that we may not be able to proceed with or obtain necessary approvals for any redevelopment or renovation project, and that

completion of anticipated or ongoing property redevelopment or renovation project may cost more, take more time to complete or
fail to perform as expected;

· risks that the number of properties we acquire for our own account, and therefore the amount of capital we invest in acquisitions,

may be impacted by our real estate partnership;

· risks normally associated with the real estate industry, including risks that:

·
occupancy levels at our properties and the amount of rent that we receive from our properties may be lower than expected,

·
new acquisitions may fail to perform as expected,

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Form 424(b)(5)

·
competition for acquisitions could result in increased prices for acquisitions,

·
environmental issues may develop at our properties and result in unanticipated costs, and

·
because real estate is illiquid, we may not be able to sell properties when appropriate;

· risks that our growth will be limited if we cannot obtain additional capital;

· risks of financing, such as our ability to consummate additional financings or obtain replacement financing on terms that are

acceptable to us, our ability to meet existing financial covenants and the limitations imposed on our operations by those covenants,
and the possibility of increases in interest rates that would result in increased interest expense; and

· risks related to our status as a real estate investment trust, or REIT, for U.S. federal income tax purposes, such as the existence of

complex tax regulations relating to our status as a REIT, the effect of future changes in REIT requirements as a result of new
legislation, and the adverse consequences of the failure to qualify as a REIT.
Given these uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements or those contained in or
incorporated by reference into this prospectus supplement and the accompanying prospectus. Except as may be required by law, we make no
promise to update any of the forward-looking statements whether as a result of new information, future events or otherwise.

iii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The following is only a summary. It should be read together with the more detailed information included elsewhere in this
prospectus supplement and the accompanying prospectus. In addition, important information is incorporated by reference into this prospectus
supplement and the accompanying prospectus.
The Trust
Federal Realty Investment Trust is an equity REIT specializing in the ownership, management and redevelopment of high-quality
retail and mixed-use properties located primarily in densely populated and affluent communities in strategically selected metropolitan markets
in the Northeast and Mid-Atlantic regions of the United States, as well as in California. As of December 31, 2009, we owned or had a majority
interest in community and neighborhood shopping centers and mixed-use properties which are operated as 84 predominantly retail real estate
projects comprising approximately 18.2 million square feet. In total, the real estate projects were 94.5% leased and 93.2% occupied at
December 31, 2009. A joint venture in which we own a 30% interest owned seven retail real estate projects totaling approximately 1.0 million
square feet as of December 31, 2009. In total, the joint venture properties in which we own an interest were 85.0% leased and occupied at
December 31, 2009. We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our
dividends per common share for 42 consecutive years.
We were founded in 1962 as a REIT under the laws of the District of Columbia and re-formed as a REIT in the state of Maryland in
1999. We operate in a manner intended to qualify as a REIT for tax purposes pursuant to provisions of the Internal Revenue Code of 1986, as
amended, or the Code. Our principal executive offices are located at 1626 East Jefferson Street, Rockville, Maryland 20852. Our telephone
numbers are (301) 998-8100 and (800) 658-8980. Our website address is www.federalrealty.com. The information contained on our website is
not a part of this prospectus supplement or the accompanying prospectus and is not incorporated herein or therein by reference.

S-1
Table of Contents
The Offering
All capitalized terms not defined herein have the meanings specified in "Description of Notes" in this prospectus supplement or in
"Description of Debt Securities" in the accompanying prospectus. For a more complete description of the terms of the notes specified in the
following summary, see "Description of Notes."
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Form 424(b)(5)

Securities offered
$150 million aggregate principal amount of 5.90% notes due 2020.

Maturity
Unless redeemed prior to maturity as described below, the notes will mature on April 1,
2020.

Interest payment dates
Interest on the notes will be payable semi-annually in arrears on April 1 and October 1,
beginning on October 1, 2010, and at maturity.

Ranking
The notes will rank pari passu, or equally, with all of our other unsecured and
unsubordinated indebtedness, and the notes will be effectively subordinated to the prior
claims of each secured mortgage lender to any specific property that secures such
lender's mortgage and to all of the unsecured indebtedness of our subsidiaries. After
giving effect to this offering and to the use of proceeds from this offering, we will have
outstanding approximately $540 million (excluding net unamortized discount) of secured
indebtedness collateralized by all or parts of 22 properties (of which approximately $286
million was issued by our subsidiaries), approximately $12 million of unsecured
indebtedness issued by our subsidiaries (which will be senior to the notes) and
approximately $1,181 million of other unsecured indebtedness (excluding net
unamortized premium) ranking equally with the notes.

Use of proceeds
We intend to use the net proceeds from this offering to fund potential acquisition
opportunities, fund our redevelopment pipeline, reduce amounts outstanding under our
$250 million term loan, and/or for general corporate purposes. See "Use of Proceeds" on
page S-6 for more information.

Limitations on incurrence of debt
The notes contain various covenants, including the following:

(1) we will not, and will not permit any subsidiary to, incur any Debt if, immediately
after giving effect to the incurrence of such Debt and the application of the proceeds
thereof, the aggregate principal amount of all of our and our subsidiaries' outstanding
Debt on a consolidated basis determined in accordance with generally accepted
accounting principles is greater than 60% of the sum of (without duplication) (a) Total
Assets as of the end of the calendar quarter covered in our Annual Report on Form 10-K
or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC
(or, if such filing is not permitted under the Exchange Act, with U.S. Bank National
Association, the trustee) prior to the incurrence of such additional Debt and (b) the
purchase price of any real estate assets or

S-2
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mortgages receivable acquired, and the amount of any securities offering proceeds
received (to the extent such proceeds were not used to acquire real estate assets or

mortgages receivable or used to reduce Debt), by us or any subsidiary since the end of
such calendar quarter, including those proceeds obtained in connection with the
incurrence of such additional Debt;

(2) we will not, and will not permit any subsidiary to, incur any Debt secured by any
mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of
our or any of our subsidiaries' property if, immediately after giving effect to the
incurrence of such Debt and the application of the proceeds thereof, the aggregate
principal amount of all of our and our subsidiaries' outstanding Debt on a consolidated
basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security
interest on our or our subsidiaries' property is greater than 40% of the sum of (without
duplication) (a) Total Assets as of the end of the calendar quarter covered in our Annual
Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most
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Form 424(b)(5)
recently filed with the SEC (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 such proceeds were not used to
acquire real estate assets or mortgages receivable or used to reduce Debt), by us or any
subsidiary since the end of such calendar quarter, including those proceeds obtained in
connection with the incurrence of such additional Debt; provided that for purposes of
this limitation, the amount of obligations under capital leases shown as a liability on our
consolidated balance sheet shall be deducted from Debt and from Total Assets;

(3) we 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 Charge 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 1.5 to 1, on an unaudited 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 us
and our subsidiaries 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 us and our
subsidiaries since the first day 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

S-3
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acquisition had occurred as of the first day of such period, with the appropriate
adjustments with respect to such acquisition being included in such unaudited pro forma
calculation; and (d) in the case of any acquisition or disposition by us or our subsidiaries
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 unaudited pro forma calculation; and

(4) we, together with our subsidiaries, will maintain an Unencumbered Total Asset
Value in an amount not less than 150% of the aggregate outstanding principal amount of
all of our and our subsidiaries' unsecured Debt, taken as a whole.

Optional redemption
The notes are redeemable at any time at our option, in whole or in part, at a redemption
price equal to the greater of (1) 100% of the principal amount of the notes being
redeemed, or (2) the sum of the present values of the remaining scheduled payments of
principal and interest thereon, discounted to the redemption date on a semi-annual basis
at the Adjusted Treasury Rate plus 35 basis points (0.35%), plus, in each case, accrued
interest thereon to the redemption date. A detailed description is in "Description of
Notes--Optional Redemption."

Material U.S. federal income tax considerations
For a description of the material U.S. federal income tax considerations of an
investment in the notes, please review the disclosure in this prospectus supplement
under "Additional Material U.S. Federal Income Tax Considerations" and in the
accompanying prospectus under "Material Federal Income Tax Considerations."

Risk factors
Investing in the notes involves risks. Please review the risk factors discussed beginning
on page S-5 of this prospectus supplement, on page 2 of the accompanying prospectus
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Form 424(b)(5)
and in our Annual Report on Form 10-K for the year ended December 31, 2009, filed
with the SEC on February 17, 2010, and the other information contained or incorporated
by reference in this prospectus supplement and the accompanying prospectus for a
discussion of factors you should consider before deciding to invest in the notes. You
may obtain a copy of our Annual Report on Form 10-K and the other documents
incorporated by reference in this prospectus supplement and the accompanying
prospectus by following the procedures described under "Where You Can Find More
Information" on page 55 of the accompanying prospectus.

S-4
Table of Contents
RISK FACTORS
An investment in the notes involves a significant degree of risk. You should carefully consider the following risk factors, together with all
of the other information contained in or incorporated by reference in this prospectus supplement, including the additional risk factors on page 2 of
the accompanying prospectus and the risk factors included in our Annual Report on Form 10-K filed with the SEC on February 17, 2010 before
you decide to purchase the notes. The risks and uncertainties described below and in the referenced Form 10-K are not the only ones we may
confront. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may impair our business
operations. If any of those risks actually occur, our financial condition, operating results and prospects could be materially adversely affected.
This section contains forward-looking statements.
We are dependent on intercompany cash flows to satisfy our obligations under the notes.
We derive a significant portion of our operating income from our subsidiaries. As a holder of notes, you will have no direct claim against
our subsidiaries for payment under the notes. We generate net cash flow from the operations of the assets that we own directly but also rely on
distributions and other payments from our subsidiaries to produce the funds necessary to meet our obligations, including the payment of principal
of and interest on the notes. If the cash flow from our directly owned assets, together with the distributions and other payments we receive from
subsidiaries, are insufficient to meet all of our obligations, we will be required to seek other sources of funds. These sources of funds could include
proceeds derived from borrowings under our existing debt facilities, select property sales and net proceeds of public or private equity or debt
offerings. There can be no assurance that we would be able to obtain the necessary funds from these sources on acceptable terms or at all.
The notes are structurally subordinated to the claims of our subsidiaries' creditors and our subsidiaries' preferred equity holders.
Because the notes are not guaranteed by our subsidiaries, the notes effectively will be subordinated in right of payment to all of their
existing and future liabilities. As a result, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to
any of our subsidiaries, the holders of any indebtedness of that subsidiary will be entitled to obtain payment of that indebtedness from the assets of
that subsidiary before the holders of any of our general unsecured obligations, including the notes. At December 31, 2009, after giving effect to
this offering, and to the issuance of the notes and the application of the net proceeds of this offering, our subsidiaries had approximately $298
million of debt outstanding, all of which was effectively senior to the notes. If any of our subsidiaries issues preferred equity in the future, the
preferred equity will be effectively senior to the notes. At this time, none of our subsidiaries has any outstanding preferred equity or plans to issue
any preferred equity.
The notes are unsecured and are effectively subordinated to our secured indebtedness.
Because the notes will be unsecured, they will be effectively subordinated to any of our secured indebtedness to the extent of the value
of the assets securing the indebtedness. The indenture permits us and our subsidiaries to incur additional secured indebtedness, provided that
certain conditions are satisfied. Consequently, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with
respect to our company, the holders of any secured indebtedness will be entitled to proceed against the collateral that secures the secured
indebtedness prior to that collateral being available for satisfaction of any amounts owed under the notes. At December 31, 2009, after giving
effect to this offering and the application of the net proceeds of this offering, we had approximately $540 million (excluding net unamortized
discount) of secured debt outstanding, all of which was effectively senior to the notes to the extent of the value of the securing assets.

S-5
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Form 424(b)(5)
An active public trading market for the notes may not develop.
There is currently no established trading market for the notes. We do not intend to list the notes on any securities exchange. The
underwriters have advised us that they intend to make a market in the notes after this offering is completed. They are not obligated to do this,
however, and may discontinue market-making at any time without notice.
The liquidity of any market for the notes will depend upon various factors, including:

· the number of holders of the notes;

· the interest of securities dealers in making a market for the notes;

· the overall market for debt securities;

· our financial performance and prospects; and

· the prospects for companies in our industry generally.
Accordingly, we cannot assure you that an active trading market will develop for the notes. If the notes are traded after their initial
issuance, they may trade at a discount from their initial offering price, depending upon prevailing interest rates and other factors, including those
listed above.
USE OF PROCEEDS
The net proceeds to us from the sale of the notes offered by this prospectus supplement are estimated to be approximately $148.4 million
after deducting the underwriting discount and other estimated expenses of this offering payable by us. We intend to use these net proceeds to fund
potential acquisition opportunities, fund our redevelopment pipeline, reduce amounts outstanding under our $250 million term loan, and/or for
general corporate purposes. Our $250 million term loan bears interest at LIBOR, subject to a 1.50% floor, plus 300 basis points and matures on
July 27, 2011. Affiliates of certain of the underwriters are lenders under our term loan and will receive a pro rata portion of any proceeds used to
reduce amounts outstanding under the term loan.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratios of earnings to fixed charges for the periods indicated:

For the Years Ended December 31,

2009
2008
2007
2006
2005
Ratio of earnings to fixed charges

1.8x
2.1x
1.7x
1.9x
1.9x
The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. In computing the ratio of earnings to fixed
charges: (a) earnings consist of income from continuing operations before income or loss from equity investees plus distributed income of equity
investees and fixed charges (excluding capitalized interest) less noncontrolling interests of subsidiaries with no fixed charges; and (b) fixed charges
consist of interest expense including amortization of debt discounts and issuance costs (including capitalized interest) and the estimated portion of
rents payable by us representing interest.

S-6
Table of Contents
DESCRIPTION OF NOTES
The following description of the particular terms of the notes offered hereby supplements the description of the general terms and
provisions of debt securities set forth in the accompanying prospectus under the caption "Description of Debt Securities." Certain terms used in
this prospectus supplement are defined in that section of the accompanying prospectus.
General
We are offering $150 million of our 5.90% notes maturing on April 1, 2020, which may be redeemed prior to that date in accordance
with their terms.
We will pay interest on the notes semi-annually in arrears on April 1 and October 1 of each year, beginning October 1, 2010, to the
registered holders of the notes on the preceding March 15 and September 15.
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Form 424(b)(5)
The defeasance and covenant defeasance provisions of the indenture apply to the notes. The notes will not be entitled to the benefit of
any sinking fund.
The indenture does not limit the aggregate principal amount of the securities that may be issued thereunder, and securities may be issued
thereunder from time to time in one or more separate series up to the aggregate principal amount from time to time authorized by us for each
series. At any time and without the consent of the then existing holders, we may issue additional debt securities having the same terms as the notes
other than the date of original issuance, the issue price, the date on which interest begins to accrue and, in some circumstances, the first interest
payment date, such that these additional debt securities would form a single series with the notes. We also may issue from time to time other series
of debt securities under the indenture consisting of notes or other unsecured evidences of indebtedness.
Ranking
The notes will rank pari passu, or equally, with all of our other unsecured and unsubordinated indebtedness, and the notes will be
effectively subordinated to the prior claims of each secured mortgage lender to any specific property that secures such lender's mortgage and to all
of the unsecured indebtedness of our subsidiaries. After giving effect to this offering and to the use of proceeds from this offering, we will have
outstanding approximately $540 million (excluding net unamortized discount) of secured indebtedness collateralized by all or parts of 22 properties
(of which approximately $286 million was issued by our subsidiaries), approximately $12 million of unsecured indebtedness issued by our
subsidiaries (which will be senior to the notes) and approximately $1,181 million of other unsecured indebtedness (excluding net unamortized
premium) ranking equally with the notes.
Optional Redemption
We may redeem the notes at any time in whole or from time to time in part at a redemption price equal to the greater of (1) 100% of the
principal amount of the notes being redeemed, or (2) as determined by the Quotation Agent (as defined below), the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the
redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate (as defined below) plus 35 basis points (0.35%), plus, in each case, accrued interest thereon to the redemption date.
As used herein:
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the

S-7
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Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such Quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by us.
"Reference Treasury Dealer" means (1) Banc of America Securities LLC and a Primary Treasury Dealer (as defined below) selected by
Wells Fargo Securities, LLC, and their respective successors; provided, however, that if either of the Reference Treasury Dealers ceases to be a
primary U.S. Government securities dealer, or a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer; and (2) any
two other Primary Treasury Dealers selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such
redemption date.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the
notes to be redeemed. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the
notes or portions thereof called for redemption.
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Form 424(b)(5)
Covenants
Limitations on Incurrence of Debt. The notes will provide that we will not, and will not permit any subsidiary to, incur any Debt if,
immediately after giving effect to the incurrence of such Debt and the application of the proceeds thereof, the aggregate principal amount of all of
our and our subsidiaries' outstanding Debt on a consolidated basis determined in accordance with generally accepted accounting principles is
greater than 60% of the sum of (without duplication) (1) Total Assets as of the end of the calendar quarter covered in our Annual Report on Form
10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the
Exchange Act, with the trustee) prior to the incurrence of such additional Debt and (2) the purchase price of any real estate assets or mortgages
receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate
assets or mortgages receivable or used to reduce Debt), by us or any subsidiary since the end of such calendar quarter, including those proceeds
obtained in connection with the incurrence of such additional Debt.
In addition to the foregoing limitation on the incurrence of Debt, the notes will provide that we will not, and will not permit any
subsidiary to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of our or any of
our subsidiaries' property if, immediately after giving effect to the incurrence of such Debt and the application of the proceeds thereof, the
aggregate principal amount of all of our and our subsidiaries' outstanding Debt on a consolidated basis which is secured by any mortgage, lien,
charge, pledge, encumbrance or security interest on our or our subsidiaries' property is

S-8
Table of Contents
greater than 40% of the sum of (without duplication) (1) Total Assets as of the end of the calendar quarter covered in our Annual Report on Form
10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the
Exchange Act, with the trustee) prior to the incurrence of such additional Debt and (2) the purchase price of any real estate assets or mortgages
receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate
assets or mortgages receivable or used to reduce Debt), by us or any subsidiary since the end of such calendar quarter, including those proceeds
obtained in connection with the incurrence of such additional Debt; provided that for purposes of this limitation, the amount of obligations under
capital leases shown as a liability on our consolidated balance sheet shall be deducted from Debt and from Total Assets.
Furthermore, the notes also will provide that we 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 Charge 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 1.5 to 1, on an unaudited pro forma basis after giving
effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that: (1) such Debt and any other Debt incurred by
us and our subsidiaries 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; (2) the repayment or retirement of any other Debt by us and our subsidiaries since the first day
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); (3) 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 the appropriate adjustments with respect to such acquisition being included in such unaudited pro
forma calculation; and (4) in the case of any acquisition or disposition by us or our subsidiaries 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 unaudited pro forma calculation.
Maintenance of Unencumbered Total Asset Value. The notes will provide that we, together with our subsidiaries, will at all times
maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate outstanding principal amount of all our and our
subsidiaries' unsecured Debt, taken as a whole.
Insurance. The notes will provide that we will, and will cause each of our subsidiaries to, maintain insurance with financially sound and
reputable insurance companies against such risks and in such amounts as is customarily maintained by persons engaged in similar businesses or as
may be required by applicable law, and that we will from time to time deliver to the Agent (as defined in our credit agreement dated as of July 28,
2006) upon its request a detailed list, together with copies of all policies of the insurance then in effect, stating the names of the insurance
companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.
As used herein:
"Acquired Debt" means Debt of a person (1) existing at the time such person becomes a subsidiary or (2) 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
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Document Outline

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