Camden Property Trust (CPT) 8-K Entry into a Material Definitive Agreement

Exhibit 4.4

CAMDEN PROPERTY TRUST

TO

U.S. BANK NATIONAL ASSOCIATION

as Trustee

Third Supplemental Indenture

Dated as of October 4, 2018

Supplement to Indenture dated as of February 11, 2003, as supplemented by

the First Supplemental Indenture dated as of May 4, 2007

and the Second Supplemental Indenture dated as of June 3, 2011

THIRD SUPPLEMENTAL INDENTURE

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of October 4, 2018, between CAMDEN PROPERTY TRUST, a real estate investment trust organized under the laws of the State of Texas (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as successor to SunTrust Bank, as Trustee hereunder (the “Trustee”).

WHEREAS, the Company and the Trustee have previously entered into an Indenture, dated as of February 11, 2003, as supplemented by the First Supplemental Indenture, dated as of May 4, 2007, and the Second Supplemental Indenture, dated as of June 3, 2011 (collectively, the “Indenture”), providing for the issuance by the Company from time to time of its senior debt securities evidencing its unsecured and unsubordinated indebtedness (the “Securities”); and

WHEREAS, the Company has made a request to the Trustee that the Trustee join with it, in accordance with Sections 3.01 and 9.01 of the Indenture, in the execution of this Third Supplemental Indenture to establish the terms of the Securities of all series created on or after the date of this Third Supplemental Indenture as permitted by Sections 2.01 and 9.01 of the Indenture; and

WHEREAS, the Company and the Trustee are authorized to enter into this Third Supplemental Indenture.

NOW, THEREFORE, the Company and the Trustee agree as follows:

Section 1.Relation to Indenture. This Third Supplemental Indenture amends and supplements the Indenture and shall be part and subject to all terms thereof. Except as amended and supplemented hereby, the Indenture and the Securities issued thereunder shall continue in full force and effect.

Section 2.Definitions. Each term used herein that is defined in the Indenture shall have the meaning assigned to such term in the Indenture unless otherwise specifically defined herein, in which case the definition set forth herein shall govern.

Section 3.Events of Default. With respect to the Securities of all series created on or after the date of this Third Supplemental Indenture, Section 5.01(5) of the Indenture is amended and restated in its entirety to read as follows:

“(5) default under any bond, debenture, note, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), having an aggregate principal amount outstanding of at least $50,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in such indebtedness 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

1

or annulled, within a period of 30 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 25% in principal amount of the Outstanding Securities of that series 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; provided, however, that such a default on indebtedness which constitutestax-exempt financing having an aggregate principal amount outstanding not exceeding $25,000,000 that results solely from a failure of an entity providing credit support for such indebtedness to honor a demand for payment on a letter of credit shall not constitute an Event of Default; or”

Section 4.Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

Section 5.Trustee’s Acceptance. The Trustee hereby accepts this Third Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture.

Section 6.Reference to the Effect on the Indenture.

(a) On and after the effective date of this Third Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof” or “herein” shall mean and be a reference to the Indenture as supplemented by this Third Supplemental Indenture unless the context otherwise requires.

(b) Except as specifically modified or amended by this Third Supplemental Indenture, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this Third Supplemental Indenture by the Company and the Trustee, this Third Supplemental Indenture shall form a part of the Indenture for all purposes. Any and all references, whether within the Indenture or in any notice, certificate or other instrument or document, shall be deemed to include a reference to this Third Supplemental Indenture (whether or not made), unless the context shall otherwise require.

Section 7.Governing Law. This Third Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York.

Section 8.Trust Indenture Act Controls. If any provision of this Third Supplemental Indenture limits, qualifies or conflicts with another provision of this Third Supplemental Indenture or the Indenture that is required to be included by the TIA as in force at the date this Third Supplemental Indenture is executed, the provisions required by the TIA shall control.

Section 9.Benefits of Third Supplemental Indenture or the Securities. Nothing in this Third Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders

2

of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, the Third Supplemental Indenture or the Securities.

Section 10.Successors. All agreements of the Company in this Third Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Third Supplemental Indenture shall bind its successors.

Section 11.Concerning the Trustee. The Trustee shall not be responsible for any recital herein (other than the third recital as it applies to the Trustee) as such recitals shall be taken as statements of the Company, or the validity of the execution by the Company of this Third Supplemental Indenture. The Trustee makes no representations or warranties as to the validity or sufficiency of this Third Supplemental Indenture.

Section 12.Certain Duties and Responsibilities of the Trustee. In entering into this Third Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided.

Section 13.Titles. Section titles are for descriptive purposes only and shall not control or alter the meaning of this Third Supplemental Indenture as set forth in the text.

Section 14.Severability. In case any one or more of the provisions of this Third Supplemental Indenture shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provision hereof shall be enforceable to the full extent permitted by law.

Section 15.Patriot Act Requirements of the Trustee. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For anon-individual person such as a business entity, a charity, a trust, or other legal entity, the Trustee asks for documentation to verify its formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

[Remainder of Page Intentionally Left Blank]

3

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed all as of the day and year first above written.

CAMDEN PROPERTY TRUST
By:	/s/ Alexander J. Jessett
	Alexander J. Jessett
	Executive Vice President – Finance, Chief Financial Officer and Treasurer

Attest:
By:	/s/ Joshua L. Lebar
	Joshua L. Lebar
	Senior Vice President – General Counsel

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Patricia A. Welling
	Patricia A. Welling
	Vice President

Attest:
By:	/s/ Becky D. Burton
	Becky D. Burton
	Asst. Vice President

4