BOARDWALK REAL ESTATE INVESTMENT ... - Boardwalk REIT

- 45 -"Prospectus"). The Debentures are rated "BBB" with a stable trend by Dominion Bond Rating Services and,since July 30, 2008, carry a coupon rate of 5.61%. The Debentures will mature on January 23, 2012. The interestrate on the Debentures was increased effective July 30, 2008 as part of a series of amendments to the terms andconditions governing the Debentures effective the same date. For more information on the above notedamendments to the terms and conditions governing the Debentures, please see the information in BoardwalkREIT‘s Information and Proxy Circular, dated July 7, 2008 and mailed to Debentureholders in connection withthe meeting of held on July 30, 2008 to approve the above noted amendments. All of these documents areavailable in written and electronic versions either from the Trust on request, or at www.sedar.com or the Trust‘sinvestor website at www.boardwalkreit.com. See ―Additional Information‖.Debenture BuybackIn accordance with the board approval obtained in February 2009, the Trust bought back $7.595million face value of Debentures for a cost of $7.187 million in Q1 2009. No Debenture buy backs haveoccurred since March 31, 2009.The following is a summary of the material attributes and characteristics of the Debentures after givingeffect to the above noted amendments of July 30, 2008. The Debentures have been issued pursuant to theprovisions of an indenture dated as of January 21, 2005, as amended and restated by a supplemental trustindenture dated as of July 30, 2008 between the Trust and Computershare Trust Company of Canada (the―Indenture Trustee‖), as trustee (collectively, the "Debenture Indenture"). The following summary does notpurport to be complete and is qualified in its entirety by reference to the provisions in the Debenture Indenture.DefinitionsFor the purpose of the following discussion of certain provisions of the Debenture Indenture, thefollowing terms have the meanings set out below:"Adjusted Consolidated Indebtedness" as at any date means the consolidated Indebtedness of Boardwalk REITas at such date determined, except as otherwise expressly provided in the Debenture Indenture, in accordance withGAAP, plus a one-time adjustment calculated to adjust for the difference between the carrying value ofBoardwalk REIT's debt and the unamortized portion of the fair market value adjustment of Boardwalk REIT'sdebt at the time of the Acquisition and the Arrangement (on the Effective Date this adjustment was $48 million)."Adjusted Gross Book Value" means, at any time, until the Trust elects or is required to report the fair marketvalue of its and its Subsidiaries‘ (defined below) assets on its publicly issued consolidated balance sheet inaccordance with generally accepted accounting principles: (a) the book value of the assets of Boardwalk REITand its Subsidiaries, shown on Boardwalk REIT's then most recent publicly-issued consolidated balance sheet,plus; (b) the amount of accumulated depreciation and amortization in respect of its properties, includingaccumulated amortization of the fair value of tangible and intangible assets recorded on the acquisition ofproperties, shown thereon or in the notes thereto, plus; (c) a one-time adjustment to the carrying value ofBoardwalk REIT's assets of $641 million (consisting of an adjustment of $410 million, plus the originaladjustment of $231 million to the carrying value of the Trust‘s assets determined at the time of the Acquisitionand the Arrangement (this adjustment was based on the difference between the Entity Value and the net bookvalue of Boardwalk REIT and its Subsidiaries and is equal to $231 million))."Adjusted Unitholders' Equity" of Boardwalk REIT, at any time, means the aggregate of: (i) the amount ofunitholders' equity of Boardwalk REIT; and (ii) the amount of accumulated depreciation and amortizationrecorded on the books and records of each of Boardwalk REIT and its Subsidiaries in respect of its properties,including accumulated amortization of the fair value of tangible and intangible assets recorded on the acquisitionof properties, in each case calculated in accordance with GAAP, plus a one-time adjustment calculated to adjustfor the difference between the carrying value of Boardwalk REIT's net assets and the Entity Value at the time of