<PAGE>



                                                                    Exhibit 4.1


--------------------------------------------------------------------------------








                      BOSTON PROPERTIES LIMITED PARTNERSHIP


                                       TO


                              THE BANK OF NEW YORK


                                     TRUSTEE


                             ----------------------



                                    INDENTURE


                          DATED AS OF DECEMBER 13, 2002


                             ----------------------



                             SENIOR DEBT SECURITIES









--------------------------------------------------------------------------------


<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                PAGE

<S>                                                                                                            <C>
RECITALS OF THE COMPANY...........................................................................................1

ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.............................................1
         Section 1.01.           Definitions......................................................................1
         Section 1.02.           Compliance Certificates and Opinions............................................10
         Section 1.03.           Form of Documents Delivered to Trustee..........................................11
         Section 1.04.           Acts of Holders.................................................................11
         Section 1.05.           Notices, etc., to Trustee and Company...........................................13
         Section 1.06.           Notice to Holders: Waiver.......................................................13
         Section 1.07.           Counterparts; Effect of Headings and Table of Contents..........................14
         Section 1.08.           Successors and Assigns..........................................................15
         Section 1.09.           Severability Clause.............................................................15
         Section 1.10.           Benefits of Indenture...........................................................15
         Section 1.11.           Governing Law...................................................................15
         Section 1.12.           Non-Business Day................................................................15
         Section 1.13.           Limited Liability; Immunity of Partners, Stockholders, Directors, Officers
                                 and Agents of the Company and Boston Properties, Inc............................15
         Section 1.14.           Conflict with Trust Indenture Act...............................................16

ARTICLE TWO - SECURITIES FORMS...................................................................................16
         Section 2.01.           Forms of Securities.............................................................16
         Section 2.02.           Form of Trustee's Certificate of Authentication.................................16
         Section 2.03.           Securities Issuable in Global Form..............................................17

ARTICLE THREE - THE SECURITIES...................................................................................18
         Section 3.01.           Amount Unlimited; Issuable in Series............................................18
         Section 3.02.           Denominations...................................................................21
         Section 3.03.           Execution, Authentication, Delivery and Dating..................................21
         Section 3.04.           Temporary Securities............................................................24
         Section 3.05.           Registration, Registration of Transfer and Exchange.............................26
         Section 3.06.           Mutilated, Destroyed, Lost and Stolen Securities................................29
         Section 3.07.           Payment of Interest; Interest Rights Preserved..................................30
         Section 3.08.           Persons Deemed Owners...........................................................32
         Section 3.09.           Cancellation....................................................................33
         Section 3.10.           Computation of Interest.........................................................34
         Section 3.11.           CUSIP Numbers...................................................................34

ARTICLE FOUR - SATISFACTION AND DISCHARGE........................................................................34
         Section 4.01.           Satisfaction and Discharge of Indenture.........................................34
         Section 4.02.           Application of Trust Funds......................................................35
</TABLE>


                                      (i)


<PAGE>


<TABLE>
<S>                                                                                                            <C>
ARTICLE FIVE - REMEDIES..........................................................................................36
         Section 5.01.           Events of Default...............................................................36
         Section 5.02.           Acceleration of Maturity; Rescission and Annulment..............................38
         Section 5.03.           Collection of Indebtedness and Suits for Enforcement by Trustee.................39
         Section 5.04.           Trustee May File Proofs of Claim................................................39
         Section 5.05.           Trustee May Enforce Claims Without Possession of Securities or Coupons..........40
         Section 5.06.           Application of Money Collected..................................................40
         Section 5.07.           Limitation on Suits.............................................................41
         Section 5.08.           Unconditional Right of Holders to Receive Principal, Premium or Make-Whole
                                 Amount, if any, and Interest, if any............................................41
         Section 5.09.           Restoration of Rights and Remedies..............................................42
         Section 5.10.           Rights and Remedies Cumulative..................................................42
         Section 5.11.           Delay or Omission Not Waiver....................................................42
         Section 5.12.           Control by Holders of Securities................................................42
         Section 5.13.           Waiver of Past Defaults.........................................................43
         Section 5.14.           Waiver of Usury, Stay or Extension Laws.........................................43
         Section 5.15.           Undertaking for Costs...........................................................43

ARTICLE SIX - THE TRUSTEE........................................................................................43
         Section 6.01.           Notice of Defaults..............................................................43
         Section 6.02.           Certain Rights of Trustee.......................................................44
         Section 6.03.           Not Responsible for Recitals or Issuance of Securities..........................45
         Section 6.04.           May Hold Securities.............................................................46
         Section 6.05.           Money Held in Trust.............................................................46
         Section 6.06.           Compensation and Reimbursement..................................................46
         Section 6.07.           Corporate Trustee Required; Eligibility; Conflicting Interests..................47
         Section 6.08.           Resignation and Removal; Appointment of Successor...............................47
         Section 6.09.           Acceptance of Appointment by Successor..........................................48
         Section 6.10.           Merger, Conversion, Consolidation or Succession to Business.....................49
         Section 6.11.           Appointment of Authenticating Agent.............................................50
         Section 6.12.           Certain Duties and Responsibilities of the Trustee..............................51

ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY................................................52
         Section 7.01.           Disclosure of Names and Addresses of Holders....................................52
         Section 7.02.           Reports by Trustee..............................................................53
         Section 7.03.           Reports by Company..............................................................53
         Section 7.04.           Company to Furnish Trustee Names and Addresses of Holders.......................53

ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE.................................................54
         Section 8.01.           Consolidations and Mergers of Company and Sales, Leases and Conveyances
                                 Permitted Subject to Certain Conditions.........................................54
         Section 8.02.           Rights and Duties of Successor Corporation......................................54
         Section 8.03.           Officers' Certificate and Opinion of Counsel....................................55
</TABLE>


                                      (ii)


<PAGE>


<TABLE>
<S>                                                                                                            <C>
ARTICLE NINE - SUPPLEMENTAL INDENTURES...........................................................................55
         Section 9.01.           Supplemental Indentures Without Consent of Holders..............................55
         Section 9.02.           Supplemental Indentures with Consent of Holders.................................56
         Section 9.03.           Execution of Supplemental Indentures............................................57
         Section 9.04.           Effect of Supplemental Indentures...............................................58
         Section 9.05.           Conformity with Trust Indenture Act.............................................58
         Section 9.06.           Reference in Securities to Supplemental Indentures..............................58

ARTICLE TEN - COVENANTS..........................................................................................58
         Section 10.01.          Payment of Principal, Premium or Make-Whole Amount, if any, and Interest,
                                 if any..........................................................................58
         Section 10.02.          Maintenance of Office or Agency.................................................58
         Section 10.03.          Money for Securities Payments to Be Held in Trust...............................60
         Section 10.04.          Existence.......................................................................61
         Section 10.05.          Maintenance of Properties.......................................................61
         Section 10.06.          Insurance.......................................................................62
         Section 10.07.          Payment of Taxes and Other Claims...............................................62
         Section 10.08.          Statement as to Compliance......................................................62
         Section 10.09.          Waiver of Certain Covenants.....................................................62

ARTICLE ELEVEN - REDEMPTION OF SECURITIES........................................................................62
         Section 11.01.          Applicability of Article........................................................62
         Section 11.02.          Election to Redeem; Notice to Trustee...........................................62
         Section 11.03.          Selection by Trustee of Securities to Be Redeemed...............................63
         Section 11.04.          Notice of Redemption............................................................63
         Section 11.05.          Deposit of Redemption Price.....................................................64
         Section 11.06.          Securities Payable on Redemption Date...........................................65
         Section 11.07.          Securities Redeemed in Part.....................................................65

ARTICLE TWELVE - SINKING FUNDS...................................................................................66
         Section 12.01.          Applicability of Article........................................................66
         Section 12.02.          Satisfaction of Sinking Fund Payments with Securities...........................66
         Section 12.03.          Redemption of Securities for Sinking Fund.......................................66

ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS............................................................67
         Section 13.01.          Applicability of Article........................................................67
         Section 13.02.          Repayment of Securities.........................................................67
         Section 13.03.          Exercise of Option..............................................................67
         Section 13.04.          When Securities Presented for Repayment Become Due and Payable..................68
         Section 13.05.          Securities Repaid in Part.......................................................69

ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE............................................................69
         Section 14.01.          Applicability of Article: Company's Option to Effect Defeasance or Covenant
                                 Defeasance......................................................................69
</TABLE>


                                     (iii)


<PAGE>


<TABLE>
<S>                                                                                                            <C>
         Section 14.02.          Defeasance and Discharge........................................................69
         Section 14.03.          Covenant Defeasance.............................................................70
         Section 14.04.          Conditions to Defeasance or Covenant Defeasance.................................70
         Section 14.05.          Deposited Money and Government Obligations to Be Held in Trust;
                                 Other Miscellaneous Provisions..................................................72

ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES..............................................................73
         Section 15.01.          Purposes for Which Meetings May Be Called.......................................73
         Section 15.02.          Call, Notice and Place of Meetings..............................................73
         Section 15.03.          Persons Entitled to Vote at Meetings............................................73
         Section 15.04.          Quorum; Action..................................................................73
         Section 15.05.          Determination of Voting Rights; Conduct and Adjournment of Meetings.............75
         Section 15.06.          Counting Votes and Recording Action of Meetings.................................75

SIGNATURES AND SEALS.............................................................................................77

EXHIBIT A FORM OF REDEEMABLE OR NON-REDEEMABLE SENIOR SECURITY..................................................A-1

EXHIBIT B FORMS OF CERTIFICATION................................................................................B-1
</TABLE>


                                      (iv)


<PAGE>



                      BOSTON PROPERTIES LIMITED PARTNERSHIP


         Reconciliation and tie between the Trust Indenture Act of 1939, as
amended (the "TRUST INDENTURE ACT" or "TIA") and the Indenture, dated as of
December 13, 2002.

<TABLE>
<CAPTION>
     Trust Indenture
        Act Section                                                      Indenture Section
     ---------------                                                     -----------------
<S>                                                                        <C>
    Section 310(a)(1)  ..........................................          6.07
               (a)(2)  ..........................................          Not applicable
               (a)(3)  ..........................................          Not applicable
               (a)(4)  ..........................................          Not applicable
               (a)(5)  ..........................................          Not applicable
                  (b)  ..........................................          6.04, 6.08
          Section 311  ..........................................          1.01(2), 6.04
          Section 312  ..........................................          7.01
                  (a)  ..........................................          Not applicable
                  (b)  ..........................................          7.01
                  (c)  ..........................................          Not applicable
          Section 313  ..........................................          1.01 ("Outstanding"), 7.02
                  (c)  ..........................................          6.01, 7.03
          Section 314  ..........................................          Not applicable
                  (a)  ..........................................          Not applicable
                  (b)  ..........................................          Not applicable
               (c)(1)  ..........................................          Not applicable
               (c)(2)  ..........................................          Not applicable
               (c)(3)  ..........................................          Not applicable
                  (d)  ..........................................          Not applicable
                  (e)  ..........................................          Not applicable
       Section 315(a)  ..........................................          3.03, 6.02
                  (b)  ..........................................          3.03, 6.02
                  (c)  ..........................................          3.03, 6.02
                  (d)  ..........................................          3.03, 6.02
                  (e)  ..........................................          6.08
       Section 316(a)  ..........................................          Not applicable
            (a)(1)(A)  ..........................................          Not applicable
            (a)(1)(B)  ..........................................          Not applicable
               (a)(2)  ..........................................          Not applicable
                  (b)  ..........................................          Not applicable
                  (c)  ..........................................          1.04
    Section 317(a)(1)  ..........................................          Not applicable
               (a)(2)  ..........................................          Not applicable
                  (b)  ..........................................          Not applicable
       Section 318(a)  ..........................................          Not applicable
---------------------------
</TABLE>



                                      (v)


<PAGE>


NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.

      Attention should also be directed to TIA Section 318(c), which provides
that the provisions of TIA Sections 310 to and including 317 are a part of and
govern every qualified indenture, whether or not physically contained therein.





























                                      (vi)


<PAGE>


         INDENTURE, dated as of December 13, 2002, between BOSTON PROPERTIES
LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State
of Delaware (hereinafter called the "COMPANY"), having its principal office at
111 Huntington Avenue, Suite 300, Boston, Massachusetts, and The Bank of New
York, a New York banking corporation, as Trustee hereunder (hereinafter called
the "TRUSTEE"), having a Corporate Trust Office at 101 Barclay Street, Floor 8W,
New York, NY 10286.

                             RECITALS OF THE COMPANY


         The Company deems it necessary to issue from time to time for its
lawful purposes senior debt securities (hereinafter called the "SECURITIES")
evidencing its unsecured and senior indebtedness, and has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of the Securities, to be issued in one or more Series as provided in
this Indenture.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended (the "TRUST INDENTURE ACT" or "TIA"), that are deemed to be
incorporated into this Indenture and shall, to the extent applicable, be
governed by such provisions.

         All things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

           ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                                   APPLICATION

         SECTION 1.01. DEFINITIONS. For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:

               (1) the terms defined in this Article have the meanings assigned
          to them in this Article, and include the plural as well as the
          singular;

               (2) all other terms used herein which are defined in the TIA,
          either directly or by reference therein, have the meanings assigned to
          them therein, and the terms "cash transactions" and "self liquidating
          paper," as used in TIA Section 311, shall have the meanings assigned
          to them in the rules of the Commission adopted under the TIA;

               (3) all accounting terms not otherwise defined herein have the
          meanings assigned to them in accordance with GAAP; and

               (4) the words "herein," "hereof "and "hereunder" and other words
          of similar import refer to this Indenture as a whole and not to any
          particular Article, Section or other subdivision.


<PAGE>


         "ACT," when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"CONTROL" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the
foregoing.

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to Section 6.11 hereof to act on behalf of the Trustee to authenticate
Securities.

         "AUTHORIZED NEWSPAPER" means a newspaper, printed in the English
language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in each place in connection with which
the term is used or in the financial community of each such place. Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.

         "BANKRUPTCY LAW" has the meaning specified in Section 5.01.

         "BEARER SECURITY" means any Security established pursuant to Section
2.01 which is payable to the bearer.

         "BOARD OF DIRECTORS" when used with reference to the Company, means the
board of directors of Boston Properties, or any committee of that board duly
authorized to act hereunder or any director or directors and/or officer or
officers of Boston Properties, to whom the board or committee shall have duly
delegated its authority.

         "BOARD RESOLUTION" means a copy of (1) a resolution certified by the
Secretary or an Assistant Secretary of Boston Properties to have been duly
adopted by the Board of Directors or a duly authorized committee of the Board of
Directors and to be in full force and effect on the date of such certification
or (2) a certificate signed by the director or directors or officer or officers
to whom the Board of Directors of Boston Properties shall have duly delegated
its authority, together with a resolution certified by the Secretary or an
Assistant Secretary of Boston Properties to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification authorizing such delegation, and, in each case, delivered to the
Trustee.

         "BOSTON PROPERTIES" means Boston Properties, Inc., a Delaware
corporation and the general partner of the Company, until a successor Person
shall have become the general partner of the Company, and thereafter "Boston
Properties" shall mean such successor general partner.

         "BUSINESS DAY," when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities issued pursuant
to Section 3.01, any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions in that Place of


                                       2


<PAGE>


Payment or particular location are authorized or required by law, regulation or
executive order to close.

         "CAPITAL STOCK" means, with respect to any Person, any capital stock
(including preferred stock), shares, interests, participations or other
ownership interests (however designated) of such Person and any rights (other
than debt securities convertible into or exchangeable for corporate stock),
warrants or options to purchase any thereof.

         "CLEARSTREAM" means Clearstream Banking Luxembourg, societe anonyme, or
its successor.

         "CODE" means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties on such date.

         "COMMON DEPOSITORY" has the meaning specified on Section 3.04.

         "COMMON STOCK" means, with respect to any Person, all shares of capital
stock issued by such Person other than Preferred Stock.

         "COMPANY" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor corporation shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

         "COMPANY RECOURSE INDEBTEDNESS" has the meaning specified in Section
5.01(5).

         "COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written
request or order signed in the name of the Company by the Chairman of the Board,
the President or a Vice President, of Boston Properties, and by the Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary of Boston Properties and
delivered to the Trustee.

         "CONVERSION EVENT" means the cessation of use of (i) a Foreign Currency
both by the government of the country which issued such currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community, (ii) the ECU both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities or (iii) any currency unit
(or composite currency) other than the ECU for the purposes for which it was
established.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 101 Barclay Street,
Floor 8W, New York, NY 10286.

         "CORPORATION" includes corporations, limited liability companies,
partnerships, associations, companies and business trusts.


                                       3


<PAGE>


         "COUPON" means any interest coupon appertaining to a Bearer Security.

         "COVENANT DEFEASANCE" has the meaning specified in Section 14.03.

         "CUSTODIAN" has the meaning specified in Section 5.01.

         "DEBT INSTRUMENT" has the meaning specified in Section 5.01(5).

         "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

         "DEFEASANCE" has the meaning specified in Section 14.02.

         "DOLLAR" and the sign "$" means a dollar or other equivalent unit in
such coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.

         "DTC" means the Depository Trust Company and any successor to DTC in
its capacity as depository for any Securities.

         "ECU" means the European Currency Unit as defined and revised from time
to time by the Council of the European Communities.

         "EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
office, or its successor, as operator of the Euroclear System.

         "EUROPEAN COMMUNITIES" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.

         "EUROPEAN MONETARY SYSTEM" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

         "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
as in force at the date as of which this Indenture was executed; PROVIDED,
HOWEVER, that in the event the Exchange Act is amended after such date,
"Exchange Act" means to the extent required by any such amendment, the Exchange
Act as so amended.

         "EXCHANGE DATE" has the meaning specified in Section 3.04.

         "FOREIGN CURRENCY" means any currency, currency unit or composite
currency, including, without limitation, the ECU issued by the government of one
or more countries other than the United States of America or by any recognized
confederation or association of such governments.

         "GAAP" means generally accepted accounting principles in the United
States, consistently applied, as in effect from time to time.


                                       4


<PAGE>


         "GLOBAL SECURITY" means a Security evidencing all or a part of a series
of Securities issued to and registered in the name of the depository for such
series, or its nominee, in accordance with Section 3.05, and bearing the legend
prescribed in Section 2.03.

         "GOVERNMENT OBLIGATIONS" means (i) securities which are (A) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (B) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and (ii) a
depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, PROVIDED THAT (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

         "HOLDER" means, in the case of a Registered Security, the Person in
whose name a Security is registered in the Security Register and, in the case of
a Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

         "INDENTURE" means this instrument as originally executed or as it may
be supplemented or amended from time to time by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 3.01; PROVIDED, HOWEVER, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may be supplemented or
amended from time to time by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
the or those particular series of Securities for which such Person is Trustee
established as contemplated by Section 3.01, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.

         "INDEXED SECURITY" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

         "INTEREST," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity.


                                       5


<PAGE>


         "INTEREST PAYMENT DATE," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "MAKE-WHOLE AMOUNT," when used with respect to any Security, means the
amount, if any, in addition to principal (and accrued interest thereon, if any)
which is required by a Security, under the terms and conditions specified
therein or as otherwise specified as contemplated by Section 3.01, to be paid by
the Company to the Holder thereof in connection with any optional redemption or
accelerated payment of such Security.

         "MANDATORY SINKING FUND PAYMENT" has the meaning specified in Section
12.01.

         "MATURITY," when used with respect to any Security, means the date on
which the principal (or, if the context so requires, in the case of an Original
Issue Discount Security, or lesser amount or, in the case of an Indexed
Security, an amount determined in accordance with the specified terms of that
Security) of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, notice of redemption, notice of option to elect
repayment or otherwise.

         "NASD" has the meaning specified in Section 13.03.

         "NOTICE OF DEFAULT" has the meaning specified in Section 5.01.

         "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of
the Board of Directors, the President or any Vice President (whether or not
designated by a number or word or words added before or after the title "Vice
President") and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of Boston Properties, and delivered to the Trustee.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company or who may be an employee of or other counsel for the
Company.

         "OPTION TO ELECT REPAYMENT" has the meaning specified in Section 13.03.

         "OPTIONAL SINKING FUND PAYMENT" has the meaning specified in Section
12.01.

         "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount (excluding any amounts attributable to accrued but unpaid interest
thereon) less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

         "OUTSTANDING," when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, EXCEPT:

               (i) Securities theretofore canceled by the Trustee or delivered
          to the Trustee for cancellation;

               (ii) Securities, or portions thereof, for whose payment or
          redemption (including repayment at the option of the Holder) money in
          the necessary amount has


                                       6


<PAGE>


          been theretofore deposited with the Trustee or any Paying Agent (other
          than the Company) in trust or set aside and segregated in trust by the
          Company (if the Company shall act as its own Paying Agent) for the
          Holders of such Securities and any coupons appertaining thereto;
          PROVIDED, HOWEVER, that, if such Securities are to be redeemed, notice
          of such redemption has been duly given pursuant to this Indenture, or
          provision therefor satisfactory to the Trustee has been made;

               (iii) Securities, except to the extent provided in Sections 14.02
          and 14.03, with respect to which the Company has effected defeasance
          and/or covenant defeasance as provided in Article Fourteen; and

               (iv) Securities which have been paid pursuant to Section 3.06 or
          in exchange for or in lieu of which other Securities have been
          authenticated and delivered pursuant to this Indenture, other than any
          such Securities in respect of which there shall have been presented to
          the Trustee proof satisfactory to it that such Securities are held by
          a bona fide purchaser in whose hands such Securities are valid
          obligations of the Company.

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.02, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined pursuant to Section 3.01 as of the date
such Security is originally issued by the Company, of the principal amount (or,
in the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in clause
(i) above) of such Security, (iii) the principal amount of any Indexed Security
that may be counted in making such determination or calculation and that shall
be deemed outstanding for such purpose shall be equal to the principal face
amount of such Indexed Security at original issuance, unless otherwise provided
with respect to such Security pursuant to Section 3.01, and (iv) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in making such calculation or in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Securities owned as provided in clause (iv) above which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice.


                                       7


<PAGE>


         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of (and premium or Make-Whole Amount, if any) or interest on any
Securities or coupons on behalf of the Company.

         "PERSON" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof, or any other entity or organization.

         "PLACE OF PAYMENT," when used with respect to the Securities of or
within any series, means the place or places where the principal of (and premium
or Make-Whole Amount, if any) and interest on such Securities are payable as
specified as contemplated by Sections 3.01 and 10.02.

         "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

         "PREFERRED STOCK" means, with respect to any Person, all capital stock
issued by such Person that is entitled to a preference or priority over any
other capital stock issued by such Person with respect to any distribution of
such Person's assets, whether by dividend or upon any voluntary or involuntary
liquidation, dissolution or winding up.

         "RECOURSE" means, with reference to any indebtedness for money
borrowed, the portion of such indebtedness, if any, that is not Without Recourse
to the obligor thereunder, directly or indirectly. For purposes hereof, a Person
shall not be deemed to be "indirectly" liable for indebtedness of an obligor
solely by reason of the fact that such Person has an ownership interest in such
obligor, PROVIDED that such Person is not otherwise legally liable, directly or
indirectly, for such obligor's indebtedness (e.g., by reason of a guaranty or
contribution obligation, by operation of law or by reason of such Person being a
general partner of such obligor).

         "REDEMPTION DATE," when used with respect to any Security to be
redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

         "REDEMPTION PRICE," when used with respect to any Security to be
redeemed, means the price specified in the related Officers' Certificate or
supplemental indenture contemplated by and pursuant to Section 3.01, at which it
is to be redeemed pursuant to this Indenture.

         "REGISTERED SECURITY" shall mean any Security which is registered in
the Security Register.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 3.01, whether or not a
Business Day.


                                       8


<PAGE>


         "REPAYMENT DATE" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

         "REPAYMENT PRICE" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

         "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
Vice President (whether or not designated by a number or a word or words added
before or after the title "Vice President"), Assistant Vice President, Trust
Officer or Assistant Trust Officer working in its Corporate Trust Department, or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and working in its
Corporate Trust Department, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of such officer's knowledge and familiarity with the particular subject
and who shall have direct responsibility for the administration of this
Indenture.

         "SECURITY" and "SECURITIES" has the meaning stated in the first recital
of this Indenture and, more particularly, means any Security or Securities
authenticated and delivered under this Indenture; PROVIDED, HOWEVER, that, if at
any time there is more than one Person acting as Trustee under this Indenture,
"Securities" with respect to the Indenture as to which such Person is Trustee
shall have the meaning stated in the first recital of this Indenture and shall
more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee.

         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.05.

         "SENIOR OFFICER" means, with respect to the Company, the Chairman of
the Board of Directors, the President, the Chief Executive Officer, the Chief
Financial Officer, the Treasurer, or the Controller/Chief Accounting Officer of
the Company.

         A "SERIES" of Securities means all securities denoted as part of the
same series authorized by or pursuant to a particular Board Resolution.

         "SIGNIFICANT SUBSIDIARY" has the meaning specified in Section 5.01.

         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Company
pursuant to Section 3.07.

         "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

         "SUBSIDIARY" means, with respect to any Person, a corporation,
partnership, association, joint venture, trust, limited liability company or
other business entity, which is required to be consolidated with the Company or
Boston Properties in accordance with GAAP.


                                       9


<PAGE>


         "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939,
as amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 9.05.

         "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder;
PROVIDED, HOWEVER, that if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean only
the Trustee with respect to Securities of that series.

         "UNITED STATES" means, unless otherwise specified with respect to any
Securities pursuant to Section 3.01, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

         "UNITED STATES PERSON" means, unless otherwise specified with respect
to any Securities pursuant to Section 3.01, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source.

         "WITHOUT RECOURSE" means, with reference to any indebtedness for money
borrowed, any portion of such indebtedness for which the obligor thereunder is
not liable or obligated other than as to such obligor's interest in an asset
specifically identified or designated with respect to such indebtedness, subject
to such limited exceptions to the non-recourse nature of such indebtedness, such
as, but not limited to, fraud, misappropriation, misapplication and
environmental indemnities, as are usual and customary in like transactions
involving institutional lenders at the time of the incurrence of such
indebtedness.

         "YIELD TO MATURITY" means the yield to maturity, computed at the time
of issuance of a Security (or, if applicable, at the most recent redetermination
of interest on such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation principles.

         Section 1.02. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates
delivered pursuant to Section 10.08) shall include:


                                       10


<PAGE>


               (1) a statement that each individual signing such certificate or
          opinion has read such condition or covenant and the definitions herein
          relating thereto;

               (2) a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

               (3) a statement that, in the opinion of each such individual, he
          has made such examination or investigation as is necessary to enable
          him to express an informed opinion as to whether or not such condition
          or covenant has been complied with; and

               (4) a statement as to whether, in the opinion of each such
          individual, such condition or covenant has been complied with.

         SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, or a
certificate or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the opinion, certificate or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous.

         Any such Opinion of Counsel or certificate or representations may be
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Company stating that
the information as to such factual matters is in the possession of the Company,
unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters
are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         SECTION 1.04. ACTS OF HOLDERS.

              (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of Securities of such series may,


                                       11


<PAGE>


alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and conclusive in favor of the Trustee and the Company and any
agent of the Trustee or the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 15.06.

              (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other reasonable manner which the Trustee deems sufficient.

              (c) The ownership of Registered Securities shall be proved by the
Security Register. As to any matter relating to beneficial ownership interests
in any Global Security, the appropriate depository's records shall be
dispositive for purposes of this Indenture.

              (d) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed, as
depository, by any trust company, bank, banker or other depository, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depository, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner which the Trustee deems
sufficient.

              (e) If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,


                                       12


<PAGE>


consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
PROVIDED THAT no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than eleven months after the
record date.

              (f) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, any
Security Registrar, any Paying Agent, any Authenticating Agent or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

         SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other documents provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with,

               (1) the Trustee by any Holder or by the Company shall be
          sufficient for every purpose hereunder if made, given, furnished or
          filed in writing to or with the Trustee at 101 Barclay Street, Floor
          21W, New York, NY 10286; or

               (2) the Company by the Trustee or by any Holder shall be
          sufficient for every purpose hereunder (unless otherwise herein
          expressly provided) if in writing and mailed, first class postage
          prepaid, to the Company addressed to it at the address of its
          principal office specified in the first paragraph of this Indenture or
          at any other address previously furnished in writing to the Trustee by
          the Company, Attention: Chief Financial Officer and General Counsel,
          or

               (3) either the Trustee or the Company, by the other party or by
          any Holder, shall be sufficient for every purpose hereunder if given
          by facsimile transmission, receipt confirmed by telephone followed by
          an original copy delivered by guaranteed overnight courier; if to the
          Trustee at facsimile number (212) 815-3272; and if to the Company at
          facsimile number (617) 236-3311.

         SECTION 1.06. NOTICE TO HOLDERS: WAIVER. Where this Indenture provides
for notice of any event to Holders of Registered Securities by the Company or
the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each such Holder affected by such event, at his address as it


                                       13


<PAGE>


appears in the Security Register, not later than the latest date, if any, and
not earlier than the earliest date, if any, prescribed for the giving of such
notice. In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

         If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification to Holders of Registered Securities as
shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

         Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 3.01, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given if published in an Authorized Newspaper in The City
of New York and in such other city or cities as may be specified in such
Securities on a Business Day, such publication to be not later than the latest
date, if any, and not earlier than the earliest date, if any, prescribed for the
giving of such notice. Any such notice shall be deemed to have been given on the
date of such publication or, if published more than once, on the date of the
first such publication.

         If by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

         Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

         SECTION 1.07. COUNTERPARTS; EFFECT OF HEADINGS AND TABLE OF CONTENTS.
This 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 but one and the same Indenture.


                                       14


<PAGE>


The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

         SECTION 1.08. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

         SECTION 1.09. SEVERABILITY CLAUSE. In case any provision in this
Indenture or in any Security or coupon shall be held invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         SECTION 1.10. BENEFITS OF INDENTURE. Nothing in this Indenture or in
the Securities or coupons, if any, express or implied, shall give to any Person,
other than the parties hereto, any Security Registrar, any Paying Agent, any
Authenticating Agent and their successors hereunder and the Holders any benefit
or any legal or equitable right, remedy or claim under this Indenture.

         SECTION 1.11. GOVERNING LAW. This Indenture and the Securities and
coupons shall be governed by and construed in accordance with the laws of the
State of New York. This Indenture is subject to the provisions of the TIA that
are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.

         SECTION 1.12. NON-BUSINESS DAY. In any case where any Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security or the last date on which a Holder has the
right to exchange a Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of
interest, if any, or principal (and premium or Make-Whole Amount, if any) or
exchange of such Security need not be made at such Place of Payment on such
date, but (except as otherwise provided in the supplemental indenture with
respect to such Security) may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or
at the Stated Maturity or Maturity, or on such last day for exchange, provided
that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity, as the case may be.

         SECTION 1.13. LIMITED LIABILITY; IMMUNITY OF PARTNERS, STOCKHOLDERS,
DIRECTORS, OFFICERS AND AGENTS OF THE COMPANY AND BOSTON PROPERTIES.
Notwithstanding any other provision of this Indenture or of the Securities of
any series to the contrary, no recourse under or upon any obligation, covenant
or agreement contained in this Indenture or in any Security, or for the payment
of any sums due on account of any indebtedness evidenced thereby, including
without limitation principal, premium or interest, if any, or for any claim
based on this Indenture or any Security or otherwise in respect of this
Indenture or any Security, shall be had, whether by levy or execution or
otherwise, against any past, present or future partner of the Company, whether
limited or general, including Boston Properties, as general partner, or any
successor of any such partner or any such partner's or successor's assets or
against any stockholder, principal or member of such partner or successor, or
any employee, officer, director or agent of any of the


                                       15


<PAGE>


foregoing, as such, or of any successor, either directly or through the Company
or any successor, under any rule of law, statute, constitutional provision or by
the enforcement of any assessment or penalty, or by any legal or equitable
proceeding or otherwise, nor shall any such parties be personally liable for any
such amounts, obligations or claims, or liable for any deficiency judgment based
thereon or with respect thereto, it being expressly understood that the sole
remedies hereunder or under any other document with respect to the Securities
against such parties with respect to such amounts, obligations or claims shall
be against the Company and that all such liability of and recourse against such
parties is expressly waived and released by the acceptance of the Securities by
the Holders and as part of the consideration for the issue of the Securities.

         SECTION 1.14. CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required or deemed to be included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

                         ARTICLE TWO - SECURITIES FORMS

         SECTION 2.01. FORMS OF SECURITIES. The Registered Securities, if any,
of each series and the Bearer Securities, if any, of each series and related
coupons shall be substantially in the form of EXHIBIT A hereto or in such other
form as shall be established in one or more indentures supplemental hereto or
approved from time to time by or pursuant to a Board Resolution in accordance
with Section 3.01, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange, automated quotation system or
clearing agency, or to conform to usage.

         Unless otherwise specified as contemplated by Section 3.01, Bearer
Securities shall have interest coupons attached.

         The definitive Securities and coupons shall be printed, lithographed or
engraved or produced by any combination of these methods on a steel engraved
border or steel engraved borders or mechanically reproduced on safety paper or
may be produced in any other manner, all as determined by the officers executing
such Securities or coupons, as evidenced by their execution of such Securities
or coupons.

         SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject
to Section 6.11, the Trustee's certificate of
authentication shall be in substantially the following form:

         This is one of the Securities of the series designated therein referred
to in the within- mentioned Indenture.


                                       16


<PAGE>


                                             [                                ],
                                              --------------------------------
                                              as Trustee

Dated:                                        By:
       -------------------------------           -------------------------------
                                                      Authorized Signatory
       -------------------------------

         SECTION 2.03. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or
within a series are issuable in the form of one or more Global Securities, then,
notwithstanding clause (8) of Section 3.01 and the provisions of Section 3.02,
any such Global Security or Securities may provide that it or they shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be increased
or decreased to reflect exchanges. Any endorsement of any Global Security to
reflect the amount, or any increase or decrease in the amount, or changes in the
rights of Holders thereof, of Outstanding Securities represented thereby shall
be made (or caused to be made) by the Trustee in such manner or by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 3.03 or 3.04. Subject to the provisions of
Section 3.03 and, if applicable, Section 3.04, the Trustee shall deliver and
redeliver any Global Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.03 or 3.04
has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Global Security shall be
in writing but need not comply with Section 1.02 and need not be accompanied by
an Opinion of Counsel.

         The provisions of the last sentence of Section 3.03 shall apply to any
Security represented by a Global Security if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Global Security
together with written instructions (which need not comply with Section 1.02 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 3.03.

         Notwithstanding the provisions of Section 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and any
premium or Make-Whole Amount, if any, and interest, if any, on any Global
Security in permanent global form shall be made to the registered Holder
thereof.

         Notwithstanding the provisions of Section 3.08 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent Global Security (i) in the
case of a permanent Global Security in registered form, the Holder of such
permanent Global Security in registered form, or (ii) in the case of a permanent
Global Security in bearer form, Euroclear or Clearstream.

         Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:


                                       17


<PAGE>


                  "This Security is a Global Security within the meaning set
                  forth in the Indenture hereinafter referred to and is
                  registered in the name of a Depository or a nominee of a
                  Depository. This Security is exchangeable for Securities
                  registered in the name of a person other than the Depository
                  or its nominee only in the limited circumstances described in
                  the Indenture, and may not be transferred except as a whole by
                  the Depository to a nominee of the Depository or by a nominee
                  of the Depository to the Depository or another nominee of the
                  Depository or by the Depository or its nominee to a successor
                  Depository or its nominee."

                         ARTICLE THREE - THE SECURITIES

         SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series, each of which shall
be authorized pursuant to Board Resolutions of Boston Properties. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 3.03, set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

               (1) the title of the Securities of the series, including "CUSIP"
          numbers (which shall distinguish the Securities of such series from
          all other series of Securities);

               (2) any limit upon the aggregate principal amount of the
          Securities of the series that may be authenticated and delivered under
          this Indenture (except for Securities authenticated and delivered upon
          registration of transfer of, or in exchange for, or in lieu of, other
          Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06,
          11.07 or 13.05) and the minimum authorized denominations with respect
          to the Securities of such series;

               (3) the price (expressed as a percentage of the principal amount
          thereof) at which such Securities will be issued and, if other than
          the principal amount thereof, the portion of the principal amount
          thereof payable upon declaration of acceleration of the maturity
          thereof, pursuant to Section 5.02;

               (4) the date or dates, or the method for determining such date or
          dates, on which the principal of such Securities will be payable;

               (5) the rate or rates (which may be fixed or variable), or the
          method by which such rate or rates shall be determined, at which such
          Securities will bear interest, if any;

               (6) the date or dates, or the method for determining such date or
          dates, from which any such interest will accrue, the Interest Payment
          Dates on which any such interest will be payable, the Regular Record
          Dates for such Interest Payment Dates, or the method by which such
          dates shall be determined, the Persons to whom such interest, if


                                       18


<PAGE>


          any, shall be payable, and the basis upon which interest shall be
          calculated if other than that of a 360-day year of twelve 30-day
          months;

               (7) the Make-Whole Amount, if any, or method for determining the
          Make-Whole Amount, if any, payable with respect to such Securities,
          and the terms upon which such amount, if any, will be payable;

               (8) the place or places where the principal of (and premium or
          Make-Whole Amount, if any) and interest, if any, on such Securities
          will be payable, where such Securities may be surrendered for
          registration of transfer or exchange and where notices or demands to
          or upon the Company in respect of such Securities and this Indenture
          may be served;

               (9) the period or periods, if any, within which, the price or
          prices at which and the other terms and conditions upon which such
          Securities may, pursuant to any optional or mandatory redemption
          provisions, be redeemed, as a whole or in part, at the option of the
          Company;

               (10) the obligation, if any, of the Company to redeem, repay or
          purchase such Securities pursuant to any sinking fund or analogous
          provision or at the option of a Holder thereof, and the period or
          periods within which, the price or prices at which and the other terms
          and conditions upon which such Securities will be redeemed, repaid or
          purchased, as a whole or in part, pursuant to such obligation;

               (11) if other than Dollars, the currency or currencies in which
          such Securities are denominated and payable, which may be a foreign
          currency or units of two or more foreign currencies or a composite
          currency or currencies, the manner of determining the equivalent
          thereof in Dollars for purposes of the definition of "OUTSTANDING" in
          Section 1.01, and the terms and conditions relating thereto;

               (12) whether the amount of payments of principal of (and premium
          or Make-Whole Amount, if any, including any amount due upon
          redemption, if any) or interest, if any, on such Securities may be
          determined with reference to an index, formula or other method (which
          index, formula or method may, but need not be, based on the yield on
          or trading price of other securities, including United States Treasury
          securities or on a currency, currencies, currency unit or units, or
          composite currency or currencies) and the manner in which such amounts
          shall be determined;

               (13) whether the principal of (and premium or Make-Whole Amount,
          if any) or interest, if any, on the Securities of the series are to be
          payable, at the election of the Company or a Holder thereof, in a
          currency or currencies, currency unit or units or composite currency
          or currencies other than that in which such Securities are denominated
          or stated to be payable, the period or periods within which, and the
          terms and conditions upon which, such election may be made, and the
          time and manner of, and identity of the exchange rate agent with
          responsibility for, determining the exchange rate between the currency
          or currencies, currency unit or units or composite currency or
          currencies in which such Securities are denominated or stated to be
          payable and the


                                       19


<PAGE>


          currency or currencies, currency unit or units or composite currency
          or currencies in which such Securities are to be so payable;

               (14) provisions, if any, granting special rights to the Holders
          of Securities of the series upon the occurrence of such events as may
          be specified;

               (15) any deletions from, modifications of or additions to the
          Events of Default or covenants of the Company with respect to
          Securities of the series, whether or not such Events of Default or
          covenants are consistent with the Events of Default or covenants set
          forth herein;

               (16) whether and under what circumstances the Company will pay
          any additional amounts on such Securities in respect of any tax,
          assessment or governmental charge and, if so, whether the Company will
          have the option to redeem such Securities in lieu of making such
          payment;

               (17) whether Securities of the series are to be issuable as
          Registered Securities, Bearer Securities (with or without coupons) or
          both, any restrictions applicable to the offer, sale or delivery of
          Bearer Securities and the terms upon which Bearer Securities of the
          series may be exchanged for Registered Securities of the series and
          vice versa (if permitted by applicable laws and regulations), whether
          any Securities of the series are to be issuable initially in temporary
          global form and whether any Securities of the series are to be
          issuable in permanent global form with or without coupons and, if so,
          whether beneficial owners of interests in any such permanent global
          Security may, or shall be required to, exchange such interests for
          Securities of such series and of like tenor of any authorized form and
          denomination and the circumstances under which any such exchanges may,
          or shall be required to, occur, if other than in the manner provided
          in the Indenture, and, if Registered Securities of the series are to
          be issuable as a Global Security, the identity of the depository for
          such series;

               (18) the date as of which any Bearer Securities of the series and
          any temporary Global Security representing outstanding Securities of
          the series shall be dated if other than the date of original issuance
          of the first Security of the series to be issued;

               (19) the Person to whom interest, if any, on any Registered
          Security of the series shall be payable, if other than the Person in
          whose name that Security (or one or more Predecessor Securities) is
          registered at the close of business on the Regular Record Date for
          such interest, if any, the manner in which, or the Person to whom, any
          interest on any Bearer Security of the series shall be payable, if
          otherwise than upon presentation and surrender of the coupons
          appertaining thereto as they severally mature, and the extent to
          which, or the manner in which, interest, if any, payable on a
          temporary Global Security on an Interest Payment Date will be paid if
          other than in the manner provided herein; PROVIDED, HOWEVER, in each
          case, that the manner of determining such Person or making such
          payment shall be acceptable to the Trustee (as not imposing on it any
          undue administrative burden or risk of liability);


                                       20


<PAGE>


               (20) the applicability, if any, of the defeasance and covenant
          defeasance provisions of Article Fourteen hereof to the Securities of
          the series;

               (21) if the Securities of such series are to be issuable in
          definitive form (whether upon original issue or upon exchange of a
          temporary Security of such series) only upon receipt of certain
          certificates or other documents or satisfaction of other conditions,
          then the form and/or terms of such certificates, documents or
          conditions;

               (22) designation of the Trustee, if different from the Trustee
          under the Indenture, with respect to such series and the terms
          applicable to such Trustee (which shall be accepted by such Trustee by
          its execution and delivery of a supplemental indenture as provided
          therein); and

               (23) any other terms of the series (which terms shall not be
          inconsistent with the provisions of this Indenture).

         All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 3.03) and
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.

         If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record of such action(s) shall be certified by the Secretary or an Assistant
Secretary of Boston Properties and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate setting forth the terms of the Securities
of such series.

         SECTION 3.02. DENOMINATIONS. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
3.01. With respect to Securities of any series denominated in Dollars, in the
absence of any such provisions with respect to the Securities of any series, the
Securities of such series, other than Global Securities (which may be of any
denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof or the equivalent amounts thereof in the case of Securities
denominated in the Foreign Currency or currency unit.

         SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by the Chairman of the Board, the President or one of the Vice
Presidents of Boston Properties, under its corporate seal reproduced thereon,
and attested by its Secretary or one of its Assistant Secretaries. The signature
of any of these officers on the Securities and coupons may be manual or
facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Securities.

         Securities and coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of Boston Properties shall
bind the Company,


                                       21


<PAGE>


notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities or coupons.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupon appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities (accompanied by a copy of the Board Resolution and
the Officers' Certificate or supplemental indenture contemplated by Section
3.01), and the Trustee in accordance with the Company Order shall authenticate
and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its
original issuance, no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and PROVIDED FURTHER that, unless otherwise
specified with respect to any series of Securities pursuant to Section 3.01, a
Bearer Security may be delivered in connection with its original issuance only
if the Person entitled to receive such Bearer Security shall have furnished a
certificate to Euroclear or Clearstream, as the case may be, in the form set
forth in EXHIBIT B-1 to this Indenture or such other certificate as may be
specified by the Company with respect to any series of Securities pursuant to
Section 3.01, dated no earlier than 15 days prior to the earlier of the date on
which such Bearer Security is delivered and the date on which any temporary
Security first becomes exchangeable for such Bearer Security in accordance with
the terms of such temporary Security and this Indenture. If any Security shall
be represented by a permanent Global Security, then, for purposes of this
Section and Section 3.04, the notation of a beneficial owner's interest therein
upon original issuance of such Security or upon exchange of a portion of a
temporary Global Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner's interest in such permanent Global
Security. Except as permitted by Section 3.06, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and canceled.

         If all the Securities of any series are not to be issued at one time
and if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate or formula, maturity
date, date of issuance and date from which interest shall accrue. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
provided with, and (subject to TIA Section 315(a) through 315(d)) shall be fully
protected in relying upon,

               (i) an Opinion of Counsel stating that

                    (a) the form or forms of such Securities and any coupons
               have been established in conformity with the provisions of this
               Indenture;

                    (b) the terms of such Securities and any coupons have been
               established in conformity with the provisions of this Indenture;
               and

                    (c) such Securities, together with any coupons appertaining
               thereto, when completed by appropriate insertions and executed
               and delivered by


                                       22


<PAGE>


               the Company to the Trustee for authentication in accordance with
               this Indenture, authenticated and delivered by the Trustee in
               accordance with this Indenture and issued by the Company in the
               manner and subject to any conditions specified in such Opinion of
               Counsel, will constitute legal, valid and legally binding
               obligations of the Company, enforceable in accordance with their
               terms, subject to applicable bankruptcy, insolvency, fraudulent
               transfer, reorganization and other similar laws of general
               applicability relating to or affecting the enforcement of
               creditors' rights generally and to general equitable principles;
               and

               (ii) an Officers' Certificate stating that all conditions
          precedent provided for in this Indenture relating to the issuance of
          the Securities have been complied with and that, to the best of the
          knowledge of the signers of such certificate, that no Event of Default
          with respect to any of the Securities shall have occurred and be
          continuing.

         If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities (or to enter into the related
supplemental indenture, if applicable) if the issue of such Securities pursuant
to this Indenture will affect the Trustee's own rights, duties, obligations or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Notwithstanding the provisions of Section 3.01 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Officers' Certificate otherwise required
pursuant to Section 3.01 or a Company Order, or an Opinion of Counsel or an
Officers' Certificate otherwise required pursuant to the preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

         Each Registered Security shall be dated the date of its authentication
and each Bearer Security shall be dated as of the date specified as contemplated
by Section 3.01.

         No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee (subject to Section 6.11) by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security (including a Global Security)
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.09 together with a written statement
(which need not comply with Section 1.02 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold by
the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.


                                       23


<PAGE>


         SECTION 3.04. TEMPORARY SECURITIES.

              (a) Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form, or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities. In the case of Securities of any series, such temporary Securities
may be in global form.

         Except in the case of temporary Global Securities (which shall be
exchanged as otherwise provided herein or as otherwise provided in or pursuant
to a Board Resolution or supplemental indenture pursuant to Section 3.01), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series (accompanied by any non-matured coupons appertaining thereto), the
Company shall execute (in accordance with a Company Order delivered at or prior
to the authentication of the first definitive security to such series) and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations;
PROVIDED, HOWEVER, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided FURTHER that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section 3.03. Until
so exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.

              (b) Unless otherwise provided in or pursuant to a Board Resolution
or supplemental indenture pursuant to Section 3.01, the following provisions of
this Section 3.04(b) shall govern the exchange of temporary Securities other
than through the facilities of DTC. If any such temporary Security is issued in
global form, then such temporary Global Security shall, unless otherwise
provided therein, be delivered to the London office of a depository or common
depository upon and pursuant to written direction of the Company (the "COMMON
DEPOSITORY"), for the benefit of Euroclear and Clearstream, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

         Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary Global
Security (the "EXCHANGE DATE"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by the Company. On or after
the Exchange Date, such temporary Global Security shall be surrendered by the
Common Depository to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall


                                       24


<PAGE>


authenticate and deliver, in exchange for each portion of such temporary Global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
temporary Global Security to be exchanged. The definitive Securities to be
delivered in exchange for any such temporary Global Security shall be in bearer
form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by
Section 3.01, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof (as directed by or pursuant to information provided
by the Common Depository); PROVIDED, HOWEVER, that, unless otherwise specified
in such temporary Global Security, upon such presentation by the Common
Depository, such temporary Global Security shall be accompanied by a certificate
dated the Exchange Date or a subsequent date and signed by Euroclear as to the
portion of such temporary Global Security held for its account then to be
exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by Clearstream as to the portion of such temporary Global Security held
for its account then to be exchanged, each in the form set forth in EXHIBIT B-2
to this Indenture or in such other form as may be established pursuant to
Section 3.01; and PROVIDED FURTHER that definitive Bearer Securities shall be
delivered in exchange for a portion of a temporary Global Security only in
compliance with the requirements of Section 3.03.

         Unless otherwise specified in such temporary Global Security, the
interest of a beneficial owner of Securities of a series in a temporary Global
Security shall be exchanged for definitive Securities of the same series and of
like tenor following the Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in EXHIBIT B-1 to this Indenture (or in such
other form as may be established pursuant to Section 3.01), dated no earlier
than 15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and Clearstream, the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary Global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
Global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like unless such Person
takes delivery of such definitive Securities in person at the offices of
Euroclear or Clearstream. Definitive Securities in bearer form to be delivered
in exchange for any portion of a temporary Global Security shall be delivered
only to an address located outside the United States.

         Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 3.01, interest, if any, payable on a
temporary Global Security on an Interest Payment Date for Securities of such
series occurring prior to the applicable Exchange Date shall be payable to
Euroclear and Clearstream on such Interest Payment Date upon delivery by
Euroclear and Clearstream to the Trustee of a certificate or certificates in the
form set forth in EXHIBIT B-2 to this Indenture (or in such other forms as may
be established pursuant to Section 3.01), for credit without further interest on
or after such Interest Payment Date to the respective accounts of Persons who
are the beneficial owners of such temporary Global Security on such Interest
Payment Date and who have each delivered to


                                       25


<PAGE>


Euroclear or Clearstream, as the case may be, a certificate dated no earlier
than 15 days prior to the Interest Payment Date occurring prior to such Exchange
Date in the form set forth as EXHIBIT B-1 to this Indenture (or in such other
forms as may be established pursuant to Section 3.01). Notwithstanding anything
to the contrary herein contained, the certifications made pursuant to this
paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 3.04(b) and of the third paragraph of Section 3.03 of
this Indenture and the interests of the Persons who are the beneficial owners of
the temporary Global Security with respect to which such certification was made
will be exchanged for definitive Securities of the same series and of like tenor
on the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal or interest, if
any, owing with respect to a beneficial interest in a temporary Global Security
will be made unless and until such interest in such temporary Global Security
shall have been exchanged for an interest in a definitive Security. Any interest
so received by Euroclear and Clearstream and not paid as herein provided shall
be returned to the Trustee prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company.

         With respect to Exhibit B-1 or B-2 to this Indenture, the Company may,
in its discretion and if required or desirable under applicable law, substitute
one or more other forms of such exhibits for such exhibits, eliminate the
requirement that any or all certificate be provided, or change the time that any
certificate may be required, PROVIDED THAT such substitute form or forms or
notice of elimination or change of such certification requirement have
theretofore been delivered to the Trustee with a Company Request and such form
or forms, elimination or change is reasonably acceptable to the Trustee.

         SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Company in a Place of Payment being herein sometimes
referred to collectively as the "SECURITY REGISTER") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered Securities.
The Security Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. The Trustee, at its
Corporate Trust Office, is hereby initially appointed "SECURITY REGISTRAR" for
the purpose of registering Registered Securities and transfers of Registered
Securities on such Security Register as herein provided. In the event that the
Trustee shall cease to be Security Registrar, it shall have the right to
examine, and be provided a copy of, the Security Register at all reasonable
times.

         Subject to the provisions of this Section 3.05, upon surrender for
registration of transfer of any Registered Security of any series at any office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series, of any authorized denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions.


                                       26


<PAGE>


         Subject to the provisions of this Section 3.05, at the option of the
Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series, of any authorized denomination or
denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency. Whenever any such Registered Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Registered Securities which the Holder
making the exchange is entitled to receive. Unless otherwise specified with
respect to any series of Securities as contemplated by Section 3.01, Bearer
Securities may not be issued in exchange for Registered Securities.

         If (but only if) permitted by the applicable Board Resolution and
(subject to Section 3.03) set forth in the applicable Officers' Certificate, or
in any indenture supplemental hereto, delivered as contemplated by Section 3.01,
at the option of the Holder, Bearer Securities of any series may be exchanged
for Registered Securities of the same series of any authorized denominations and
of a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company (or to the Trustee for the Security in case of matured coupons in
default) in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; PROVIDED,
HOWEVER, that, except as otherwise provided in Section 10.02, interest, if any,
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest, if any, or Defaulted Interest, as the case may be, will not be payable
on such Interest Payment Date or proposed date for payment, as the case may be,
in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.01, any permanent Global Security shall be
exchangeable only as provided in this paragraph. If the depository for any
permanent Global Security is DTC, then, unless the terms of such Global Security
expressly permit such Global Security to be exchanged in whole or in part for


                                       27


<PAGE>


definitive Securities, a Global Security may be transferred, in whole but not in
part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor
to DTC for such Global Security selected or approved by the Company or to a
nominee of such successor to DTC. If at any time DTC notifies the Company that
it is unwilling or unable to continue as depository for the applicable Global
Security or Securities or if at any time DTC ceases to be a clearing agency
registered under the Exchange Act, if so required by applicable law or
regulation, the Company shall appoint a successor depository with respect to
such Global Security or Securities. If (w) a successor depository for such
Global Security or Securities is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such unwillingness,
inability or ineligibility, (x) the Company delivers to the Trustee for
Securities of such series in registered form a Company Order stating that the
Securities of such series shall be exchangeable, (y) an Event of Default has
occurred and is continuing and the beneficial owners representing a majority in
principal amount of the applicable series of Securities represented by such
Global Security or Securities advise DTC to cease acting as depository for such
Global Security or Securities or (z) the Company, in its sole discretion,
determines at any time that all Outstanding Securities (but not less than all)
of any series issued or issuable in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities, then the
Company shall execute, and the Trustee shall authenticate and deliver definitive
Securities of like series, rank, tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such Global Security
or Securities. If any beneficial owner of an interest in a permanent global
Security is otherwise entitled to exchange such interest for Securities of such
series and of like tenor and principal amount of another authorized form and
denomination, as specified as contemplated by Section 3.01 and PROVIDED THAT any
applicable notice provided in the permanent Global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities in
aggregate principal amount equal to the principal amount of such beneficial
owner's interest in such permanent Global Security. On or after the earliest
date on which such interests may be so exchanged, such permanent Global Security
shall be surrendered for exchange by DTC or such other depository as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose; PROVIDED, HOWEVER, that no such exchanges may
occur during a period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those selected
for redemption; and PROVIDED FURTHER that no Bearer Security delivered in
exchange for a portion of a permanent Global Security shall be mailed or
otherwise delivered to any location in the United States. If a Registered
Security is issued in exchange for any portion of a permanent Global Security
after the close of business at the office or agency where such exchange occurs
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest, if any, or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest, if any, in
respect of such portion of such permanent Global Security is payable in
accordance with the provisions of this Indenture.


                                       28


<PAGE>


         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

         Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06, 11.07 or 13.05 not involving any
transfer.

         The Company or the Trustee, as applicable, shall not be required (i) to
issue, register the transfer of or exchange any Security if such Security may be
among those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section
11.03 and ending at the close of business on (A) if such Securities are issuable
only as Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, PROVIDED THAT such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

         Furthermore, notwithstanding any other provision of this Section 3.05,
the Company will not be required to exchange any Securities if, as a result of
the exchange, the Company would suffer adverse consequences under any United
States law or regulation.

         SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them or any agent of either of them harmless, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.


                                       29


<PAGE>


         If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or coupon, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

         Notwithstanding the provisions of the previous two paragraphs, in case
any such mutilated, destroyed, lost or stolen Security or coupon has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, with coupons corresponding to the coupons, if any,
appertaining to such destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains, pay such Security or
coupon if the applicant for such payment shall furnish to the Company and the
Trustee for such Security such security or indemnity as may be required by them
to save each of them harmless, and in the case of destruction, loss or theft,
evidence satisfactory to the Company and Trustee and any agent of any of them of
the destruction, loss or theft of such Security and the ownership thereof;
PROVIDED, HOWEVER, that payment of principal of (and premium or Make-Whole
Amount, if any), and interest, if any, on, Bearer Securities shall, except as
otherwise provided in Section 10.02, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 3.01, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the coupons appertaining thereto.

         Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security of any series with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or coupons.

         SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 3.01,


                                       30


<PAGE>


interest, if any, on any Registered Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
payment, if any, at the office or agency of the Company maintained for such
purpose pursuant to Section 10.02; PROVIDED, HOWEVER, that each installment of
interest on any Registered Security may at the Company's option be paid by (i)
mailing a check for such interest, if any, payable to or upon the written order
of the Person entitled thereto pursuant to Section 3.08, to the address of such
Person as it appears on the Security Register or (ii) transfer to an account
maintained by the payee located inside the United States.

         Unless otherwise provided as contemplated by Section 3.01 with respect
to the Securities of any series, payment of interest, if any, may be made, in
the case of a Bearer Security, by transfer to an account maintained by the payee
with a bank located outside the United States.

         Unless otherwise provided as contemplated by Section 3.01, every
permanent Global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to DTC, Euroclear and/or Clearstream, as the
case may be, with respect to that portion of such permanent Global Security held
for its account by Cede & Co. or the Common Depository, as the case may be, for
the purpose of permitting such party to credit the interest received by it in
respect of such permanent Global Security to the accounts of the beneficial
owners thereof.

         In case a Bearer Security of any series is surrendered in exchange for
a Registered Security of such series after the close of business (at an office
or agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

         Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 3.01, interest, if any, on any
Registered Security of any series that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called "DEFAULTED
INTEREST") shall forthwith cease to be payable to the registered Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

               (1) The Company may elect to make payment of any Defaulted
          Interest to the Persons in whose names the Registered Securities of
          such series (or their respective Predecessor Securities) are
          registered at the close of business on a Special Record Date for the
          payment of such Defaulted Interest, which shall be fixed in the
          following manner. The Company shall notify the Trustee in writing of
          the amount of Defaulted Interest proposed to be paid on each
          Registered Security of such series and the date of the proposed
          payment (which shall not be less than 20 days after such notice is
          received by the Trustee), and at the same time the Company shall
          deposit with the Trustee an amount of money in the currency or
          currencies, currency unit or units or composite currency or


                                       31


<PAGE>


          currencies in which the Securities of such series are payable (except
          as otherwise specified pursuant to Section 3.01 for the Securities of
          such series) equal to the aggregate amount proposed to be paid in
          respect of such Defaulted Interest or shall make arrangements
          satisfactory to the Trustee for such deposit on or prior to the date
          of the proposed payment, such money when deposited to be held in trust
          for the benefit of the Persons entitled to such Defaulted Interest as
          in this clause provided. Thereupon the Trustee shall fix a Special
          Record Date for the payment of such Defaulted Interest which shall be
          not more than 15 days and not less than 10 days prior to the date of
          the proposed payment and not less than 10 days after the receipt by
          the Trustee of the notice of the proposed payment. The Trustee shall
          promptly notify the Company of such Special Record Date and, in the
          name and at the expense of the Company, shall cause notice of the
          proposed payment of such Defaulted Interest and the Special Record
          Date therefor to be mailed, first-class postage prepaid, to each
          Holder of Registered Securities of such series at his address as it
          appears in the Security Register not less than 10 days prior to such
          Special Record Date. The Trustee may, in its discretion, in the name
          and at the expense of the Company, cause a similar notice to be
          published at least once in an Authorized Newspaper in each Place of
          Payment, but such publications shall not be a condition precedent to
          the establishment of such Special Record Date. Notice of the proposed
          payment of such Defaulted Interest and the Special Record Date
          therefor having been mailed as aforesaid, such Defaulted Interest
          shall be paid to the Persons in whose names the Registered Securities
          of such series (or their respective Predecessor Securities) are
          registered at the close of business on such Special Record Date and
          shall no longer be payable pursuant to the following clause (2). In
          case a Bearer Security of any series is surrendered at the office or
          agency in a Place of Payment for such series in exchange for a
          Registered Security of such series after the close of business at such
          office or agency on any Special Record Date and before the opening of
          business at such office or agency on the related proposed date for
          payment of Defaulted Interest, such Bearer Security shall be
          surrendered without the coupon relating to such proposed date of
          payment and Defaulted Interest will not be payable on such proposed
          date of payment in respect of the Registered Security issued in
          exchange for such Bearer Security, but will be payable only to the
          Holder of such coupon when due in accordance with the provisions of
          this Indenture.

               (2) The Company may make payment of any Defaulted Interest on the
          Registered Securities of any series in any other lawful manner not
          inconsistent with the requirements of any securities exchange on which
          such Securities may be listed, and upon such notice as may be required
          by such exchange, if, after notice given by the Company to the Trustee
          of the proposed payment pursuant to this clause, such manner of
          payment shall be deemed practicable by the Trustee.

         Subject to the foregoing provisions of this Section and Section 3.05,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

         SECTION 3.08. PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or


                                       32


<PAGE>


the Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium or Make-Whole Amount, if any), and (subject to
Sections 3.05 and 3.07) interest, if any, on, such Registered Security and for
all other purposes whatsoever, whether or not such Registered Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary. All such payments so
made to any such Person, or upon such Person's order, shall be valid, and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for money payable upon any such Security.

         Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Holder of any Bearer Security and the Holder of any coupon
as the absolute owner of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

         No holder of any beneficial interest in any Global Security held on its
behalf by a depository shall have any rights under this Indenture with respect
to such Global Security and such depository (which is the Holder of such
security) shall be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the owner of such Global Security for all purposes
whatsoever. None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

         Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any depository, as a Holder, with respect to
such Global Security or impair, as between such depository and owners of
beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such depository (or its
nominee) as Holder of such Global Security.

         SECTION 3.09. CANCELLATION. All Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities and coupons and Securities and coupons surrendered
directly to the Trustee for any such purpose, upon direction by the Company,
shall be promptly cancelled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any


                                       33


<PAGE>


Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. Cancelled Securities and coupons held by the Trustee shall be
disposed of by the Trustee in accordance with its customary practices (subject
to the record retention requirements of the Exchange Act).

         SECTION 3.10. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 3.01 with respect to Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

         SECTION 3.11. CUSIP NUMBERS. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
PROVIDED, HOWEVER, that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the "CUSIP"
numbers.

                   ARTICLE FOUR - SATISFACTION AND DISCHARGE

         SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute instruments in
form and substance satisfactory to the Trustee and the Company acknowledging
satisfaction and discharge of this Indenture as to such series when

               (1) either

                         (A) all Securities of such series theretofore
                    authenticated and delivered and all coupons, if any,
                    appertaining thereto (other than (i) coupons appertaining to
                    Bearer Securities surrendered for exchange for Registered
                    Securities and maturing after such exchange, whose surrender
                    is not required or has been waived as provided in Section
                    3.05, (ii) Securities and coupons of such series which have
                    been destroyed, lost or stolen and which have been replaced
                    or paid as provided in Section 3.06, (iii) coupons
                    appertaining to Securities called for redemption and
                    maturing after the relevant Redemption Date, whose surrender
                    has been waived as provided in Section 11.06, and (iv)
                    Securities and coupons of such series for whose payment
                    money has theretofore been deposited in trust or segregated
                    and held in trust by the Company and thereafter repaid to
                    the Company or discharged from such trust, as provided in
                    Section 10.03) have been delivered to the Trustee for
                    cancellation; or


                                       34


<PAGE>


                         (B) all Securities of such series and, in the case of
                    (i) or (ii) below, any coupons appertaining thereto not
                    theretofore delivered to the Trustee for cancellation

                             (i) have become due and payable, or

                             (ii) will become due and payable at their Stated
                        Maturity within one year, or

                             (iii) if redeemable at the option of the Company,
                        are to be called for redemption within one year under
                        arrangements satisfactory to the Trustee for the giving
                        of notice of redemption by the Trustee in the name, and
                        at the expense, of the Company,

                        and the Company, in the case of (i), (ii) or (iii)
                        above, has irrevocably deposited or caused to be
                        deposited with the Trustee as trust funds in trust
                        for the purpose an amount in the currency or
                        currencies, currency unit or units or composite
                        currency or currencies in which the Securities of
                        such series are payable, sufficient to pay and
                        discharge the entire indebtedness on such Securities
                        and such coupons not theretofore delivered to the
                        Trustee for cancellation, for principal (and premium
                        or Make-Whole Amount, if any) and interest, if any,
                        to the date of such deposit (in the case of
                        Securities which have become due and payable) or to
                        the Stated Maturity or Redemption Date, as the case
                        may be;

               (2) the Company has paid or caused to be paid all other sums
          payable hereunder by the Company; and

               (3) the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent herein provided for relating to the satisfaction
          and discharge of this Indenture as to such series have been complied
          with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 6.06, the obligations of the Company to any Authenticating Agent under
Section 6.11 and, if money shall have been deposited with and held by the
Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations
of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall
survive such satisfaction and discharge.

         SECTION 4.02. APPLICATION OF TRUST FUNDS. Subject to the provisions of
the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium or Make-Whole Amount, if any),
and interest, if any, for whose payment such money has been deposited with or
received by the Trustee, but such money need not be segregated from other funds
except to the extent required by law.


                                       35


<PAGE>


                            ARTICLE FIVE - REMEDIES

         SECTION 5.01. EVENTS OF DEFAULT. "EVENT OF DEFAULT," wherever used
herein with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

               (1) default in the payment of interest, if any, on any Security
          of that series when it becomes due and payable, and continuance of
          such default for a period of 30 days; or

               (2) default in the payment of the principal of (or premium or
          Make-Whole Amount, if any, on) any Security of that series when it
          becomes due and payable at its Maturity; or

               (3) default in the deposit of any sinking fund payment, to the
          extent applicable to such series of Securities, when and as due by the
          terms of any Security of that series; or

               (4) default in the performance, or breach, of any covenant or
          warranty of the Company in this Indenture with respect to any Security
          of that series (other than a covenant or warranty a default in whose
          performance or whose breach is elsewhere in this Section specifically
          dealt with or which has expressly been included in this Indenture
          solely for the benefit of series of Securities other than that
          series), and continuance of such default or breach for a period of 60
          days after there has 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 or
          breach and requiring it to be remedied and stating that such notice is
          a "NOTICE OF DEFAULT" hereunder; or

               (5) a default under any bond, debenture, note, mortgage,
          indenture (including this Indenture) or other instrument (each, a
          "DEBT INSTRUMENT"), in each case under which there may be issued or by
          which there may be secured or evidenced any Recourse indebtedness for
          money borrowed of the Company, having an aggregate principal amount
          outstanding of at least $50,000,000 (each, a "COMPANY RECOURSE
          OBLIGATION"), whether such Recourse indebtedness now exists or shall
          hereafter be created, which default (A) shall constitute a failure to
          pay any portion of the principal of such Recourse indebtedness when
          due and payable at its stated maturity after the expiration of any
          applicable grace period with respect thereto or (B) shall have
          resulted in such Recourse indebtedness becoming or being declared due
          and payable prior to its stated maturity, without, in the case of
          Clause (A), such Recourse indebtedness having been discharged or
          without, in the case of Clause (B), such Recourse indebtedness having
          been discharged or such acceleration having been rescinded or
          annulled, in each such case within a period of 10 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 10% in principal amount of the Outstanding Securities of that
          series a written notice specifying


                                       36


<PAGE>


          such default and requiring the Company to cause such Recourse
          indebtedness to be discharged or cause such acceleration to be
          rescinded or annulled, as the case may be, and stating that such
          notice is a "Notice of Default" hereunder; provided, however, that,
          subject to the provisions of Sections 6.01 and 6.02, the Trustee shall
          not be deemed to have knowledge of such default unless either (A) a
          Responsible Officer of the Trustee shall have knowledge of such
          default or (B) the Trustee shall have received written notice thereof
          from the Company, from any Holder, from the holder of any such
          Recourse indebtedness or from the trustee under any such mortgage,
          indenture or other instrument; or

               (6) the entry by a court having jurisdiction in the premises of
          (A) a decree or order for relief in respect of the Company or any
          Significant Subsidiary in an involuntary case or proceeding under any
          applicable Federal or State bankruptcy, insolvency, reorganization or
          other similar law or (B) a decree or order adjudging the Company or
          any Significant Subsidiary a bankrupt or insolvent, or approving as
          properly filed a petition seeking reorganization, arrangement,
          adjustment or composition of or in respect of the Company or any
          Significant Subsidiary under any applicable Federal or State law, or
          appointing a custodian, receiver, liquidator, assignee, trustee,
          sequestrator or other similar official of the Company or any
          Significant Subsidiary or of any substantial part of its property, or
          ordering the winding up or liquidation of its affairs, and the
          continuance of any such decree or order for relief or any such other
          decree or order unstayed and in effect for a period of 90 consecutive
          days; or

               (7) the commencement by the Company or any Significant Subsidiary
          of a voluntary case or proceeding under any applicable Federal or
          State bankruptcy, insolvency, reorganization or other similar law or
          of any other case or proceeding to be adjudicated a bankrupt or
          insolvent, or the consent by the Company or any Significant Subsidiary
          to the entry of a decree or order for relief in respect of the Company
          or any Significant Subsidiary in an involuntary case or proceeding
          under any applicable Federal or State bankruptcy, insolvency,
          reorganization or other similar law or to the commencement of any
          bankruptcy or insolvency case or proceeding against the Company or any
          Significant Subsidiary, or the filing by the Company or any
          Significant Subsidiary of a petition or answer or consent seeking
          reorganization or relief under any applicable Federal or State law, or
          the consent by the Company or any Significant Subsidiary to the filing
          of such petition or to the appointment of or taking possession by a
          custodian, receiver, liquidator, assignee, trustee, sequestrator or
          other similar official of the Company or any Significant Subsidiary or
          of any substantial part of its property, or the making by the Company
          or any Significant Subsidiary of an assignment for the benefit of
          creditors, or the admission by the Company or any Significant
          Subsidiary in writing of its inability to pay its debts generally as
          they become due, or the taking of action by the Company or any
          Significant Subsidiary in furtherance of any such action; or

               (8) any other Event of Default provided with respect to
          Securities of that series.

         As used in this Section 5.01, the term "BANKRUPTCY LAW" means title 11,
U.S. Code or any similar Federal or state law for the relief of debtors and the
term "CUSTODIAN" means any


                                       37


<PAGE>


receiver, trustee, assignee, liquidator or other similar official under any
Bankruptcy Law and the term "SIGNIFICANT SUBSIDIARY" means any subsidiary of the
Company (whether or not a Subsidiary of the Company) which is an obligor or
guarantor of any Debt Instrument which is also a Company Recourse Obligation
having an aggregate principal amount outstanding of at least $50,000,000.

         SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if Securities of
that Series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal as may be specified in the terms thereof) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or specified portion thereof shall become
immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration of acceleration and its
consequences if:

               (1) the Company has paid or deposited with the Trustee a sum
          sufficient to pay in the currency, currency unit or composite currency
          in which the Securities of such series are payable (except as
          otherwise specified pursuant to Section 3.01 for the Securities of
          such series):

                    (A) all overdue installments of interest on all Outstanding
               Securities of that series and any related coupons,

                    (B) the principal of (and premium or Make-Whole Amount, if
               any, on) any Outstanding Securities of that series which have
               become due otherwise than by such declaration of acceleration and
               interest, if any, thereon at the rate or rates borne by or
               provided for in such Securities,

                    (C) to the extent that payment of such interest is lawful,
               interest upon overdue installments of interest at the rate or
               rates borne by or provided for in such Securities, and

                    (D) all sums paid or advanced by the Trustee hereunder and
               the reasonable compensation, expenses, disbursements and advances
               of the Trustee, its agents and counsel; and

               (2) all Events of Default with respect to Securities of that
          series, other than the nonpayment of the principal of (or premium or
          Make-Whole Amount, if any) or interest, if any, on Securities of that
          series which have become due solely by such declaration of
          acceleration, have been cured or waived as provided in Section 5.13.


                                       38


<PAGE>


No such rescission shall affect any subsequent default or impair any right
consequent thereon.

         SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if:

               (1) default is made in the payment of any installment of interest
          on any Security of any series and any related coupon when such
          interest becomes due and payable and such default continues for a
          period of 30 days, or

               (2) default is made in the payment of the principal of (or
          premium or Make-Whole Amount, if any, on) any Security of any series
          at its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium or Make-Whole Amount, if any) and interest, if any, with interest upon
any overdue principal (and premium or Make-Whole Amount, if any) and, to the
extent that payment of such interest, if any, shall be legally enforceable, upon
any overdue installments of interest at the rate or rates borne by or provided
for in such Securities, and, in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities of such series and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon such Securities
of such series, wherever situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
and any related coupons by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy.

         SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
overdue principal, premium or Make-Whole Amount, if any, or interest, if any)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:


                                       39


<PAGE>


               (i) to file and prove a claim for the whole amount, or such
          lesser amount as may be provided for in the Securities of such series,
          of principal (and premium or Make-Whole Amount, if any) and interest,
          if any, owing and unpaid in respect of the Securities and to file such
          other papers or documents as may be necessary or advisable in order to
          have the claims of the Trustee (including any claim for the reasonable
          compensation, expenses, disbursements and advances of the Trustee, its
          agents and counsel) and of the Holders allowed in such judicial
          proceeding, and

               (ii) to collect and receive any moneys or other property payable
          or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 6.06.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or coupon in any such proceeding.

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities, and it shall not be necessary to make any Holders of the
Securities parties to any such proceedings.

         SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES OR COUPONS. All rights of action and claims under this Indenture or
any of the Securities or coupons may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or coupons or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities and coupons in respect of which such judgment has been recovered.

         SECTION 5.06. APPLICATION OF MONEY COLLECTED. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium or Make-Whole Amount, if any) or
interest, if any, upon presentation of the Securities or coupons, or both, as
the case may be, and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:


                                       40


<PAGE>


               FIRST: To the payment of all amounts due the Trustee and any
          predecessor Trustee under Section 6.06;

               SECOND: To the payment of the amounts then due and unpaid upon
          the Securities and coupons for principal (and premium or Make-Whole
          Amount, if any) and interest, if any, in respect of which or for the
          benefit of which such money has been collected, ratably, without
          preference or priority of any kind, according to the aggregate amounts
          due and payable on such Securities and coupons for principal (and
          premium or Make-Whole Amount, if any) and interest, if any,
          respectively; and

               THIRD: To the payment of the remainder, if any, to the Company.

         SECTION 5.07. LIMITATION ON SUITS. No Holder of any Security of any
series or any related coupon shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

               (1) such Holder has previously given written notice to the
          Trustee of a continuing Event of Default with respect to the
          Securities of that series;

               (2) the Holders of not less than 25% in principal amount of the
          Outstanding Securities of that series shall have made written request
          to the Trustee to institute proceedings in respect of such Event of
          Default in its own name as Trustee hereunder;

               (3) such Holder or Holders have offered to the Trustee indemnity
          reasonably satisfactory to the Trustee against the costs, expenses and
          liabilities to be incurred in compliance with such request;

               (4) the Trustee for 60 days after its receipt of such notice,
          request and offer of indemnity has failed to institute any such
          proceeding; and

               (5) no direction inconsistent with such written request has been
          given to the Trustee during such 60-day period by the Holders of a
          majority in principal amount of the Outstanding Securities of that
          series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

         SECTION 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM OR MAKE-WHOLE AMOUNT, IF ANY, AND INTEREST, IF ANY. Notwithstanding any
other provision in this Indenture, the Holder of any Security or coupon shall
have the right which is absolute and unconditional to receive payment of the
principal of (and premium or Make-Whole Amount, if any) and (subject to Sections
3.05 and 3.07) interest, if any, on such Security or payment of such coupon on
the respective due dates expressed in such Security or coupon (or, in the case
of


                                       41


<PAGE>


redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.

         SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder of a Security or coupon has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, the Company, the Trustee and the
Holders of Securities and coupons shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

         SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities or coupons is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

         SECTION 5.11. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Security or coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Securities or coupons, as the
case may be.

         SECTION 5.12. CONTROL BY HOLDERS OF SECURITIES. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series,
PROVIDED THAT:

               (1) such direction shall not be in conflict with any rule of law
          or with this Indenture,

               (2) the Trustee may take any other action deemed proper by the
          Trustee which is not inconsistent with such direction, and

               (3) the Trustee need not take any action which might involve it
          in personal liability or be unduly prejudicial to the Holders of
          Securities of such series not joining therein.

         Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by Holders.


                                       42


<PAGE>


         SECTION 5.13. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series and any related
coupons waive any past default hereunder with respect to such series and its
consequences, except a default

               (1) in the payment of the principal of (or premium or Make-Whole
          Amount, if any) or interest, if any, on any Security of such series or
          any related coupons, or

               (2) in respect of a covenant or provision hereof which under
          Article Nine cannot be modified or amended without the consent of the
          Holder of each Outstanding Security of such series affected; or

               (3) in respect of a covenant or provision hereof for the benefit
          or protection of the Trustee, without its express written consent.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

         SECTION 5.14. WAIVER OF USURY, STAY OR EXTENSION LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

         SECTION 5.15. UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium or
Make-Whole Amount, if any) or interest, if any, on any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

                           ARTICLE SIX - THE TRUSTEE

         SECTION 6.01. NOTICE OF DEFAULTS. Within 90 days after the occurrence
of any default hereunder with respect to the Securities of any series, the
Trustee shall transmit in the manner


                                       43


<PAGE>


and to the extent provided in TIA Section 313(c), notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; PROVIDED, HOWEVER, that, except in the case of a default in the payment
of the principal of (or premium or Make-Whole Amount, if any) or interest, if
any, on any Security of such series, or in the payment of any sinking or
purchase fund installment with respect to the Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of the Securities and coupons of such series; and PROVIDED FURTHER that in the
case of any default or breach of the character specified in Section 5.01(4) with
respect to the Securities and coupons of such series, no such notice to Holders
shall be given until at least 60 days after the occurrence thereof. For the
purpose of this Section, the term "DEFAULT" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to the Securities of such series.

         SECTION 6.02. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
TIA Section 315(a) through 315(d):

               (1) the Trustee may conclusively rely and shall be fully
          protected in acting or refraining from acting upon any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, bond, debenture, note, coupon or other
          paper or document (whether in its original or facsimile form)
          reasonably believed by it to be genuine and to have been signed or
          presented by the proper party or parties;

               (2) any request or direction of the Company mentioned herein
          shall be sufficiently evidenced by a Company Request or Company Order
          (other than delivery of any Security, together with any coupons
          appertaining thereto, to the Trustee for authentication and delivery
          pursuant to Section 3.03 which shall be sufficiently evidenced as
          provided therein) and any resolution of the Board of Directors may be
          sufficiently evidenced by a Board Resolution;

               (3) whenever in the administration of this Indenture the Trustee
          shall deem it desirable that a matter be proved or established prior
          to taking, suffering or omitting any action hereunder, the Trustee
          (unless other evidence be herein specifically prescribed) may, in the
          absence of bad faith on its part, rely upon an Officers' Certificate;

               (4) the Trustee may consult with counsel of its own selection and
          the advice of such counsel or any Opinion of Counsel shall be full and
          complete authorization and protection in respect of any action taken,
          suffered or omitted by it hereunder in good faith and in reliance
          thereon;

               (5) the Trustee shall be under no obligation to exercise any of
          the rights or powers vested in it by this Indenture at the request or
          direction of any of the Holders of Securities of any series or any
          related coupons pursuant to this Indenture, unless such Holders shall
          have offered to the Trustee security or indemnity reasonably
          satisfactory to the Trustee against the costs, expenses and
          liabilities which might be incurred by it in compliance with such
          request or direction;


                                       44


<PAGE>


               (6) the Trustee shall not be bound to make any investigation into
          the facts or matters stated in any resolution, certificate, statement,
          instrument, opinion, report, notice, request, direction, consent,
          order, bond, debenture, note, coupon or other paper or document,
          unless requested in writing so to do by the Holders of not less than a
          majority in aggregate principal amount of the Outstanding Securities
          of any series; PROVIDED THAT, if the payment within a reasonable time
          to the Trustee of the costs, expenses or liabilities likely to be
          incurred by it in the making of such investigation is, in the opinion
          of the Trustee, not reasonably assured to the Trustee by the security
          afforded to it by the terms of this Indenture, the Trustee may require
          reasonable indemnity against such expenses or liabilities as a
          condition to proceeding; the reasonable expenses of every such
          examination shall be paid by the Holders. The Trustee, in its
          discretion, may make such further inquiry or investigation into such
          facts or matters as it may see fit, and, if the Trustee shall
          determine to make such further inquiry or investigation, it shall be
          entitled to examine the books, records and premises of the Company
          relevant to the facts or matters that are the subject of its inquiry,
          personally or by agent or attorney at the expense of the Company and
          shall incur no liability of any kind by reason of such inquiry or
          investigation;

               (7) the Trustee may execute any of the trusts or powers hereunder
          or perform any duties hereunder either directly or by or through
          agents or attorneys and the Trustee shall not be responsible for any
          misconduct or negligence on the part of any agent or attorney
          appointed with due care by it hereunder;

               (8) the Trustee shall not be liable for any action taken,
          suffered or omitted by it in good faith and reasonably believed by it
          to be authorized or within the discretion or rights or powers
          conferred upon it by this Indenture;

               (9) any permissive right or power available to the Trustee under
          this Indenture or any supplement hereto shall not be construed to be a
          mandatory duty or obligation;

               (10) the Trustee shall not be charged with knowledge of any
          matter (including any default, other than as described in Section
          5.01(1), (2) or (3)) unless and except to the extent actually known to
          a Responsible Officer of the Trustee or to the extent written notice
          thereof is received by the Trustee at the Corporate Trust Office;

               (11) the Trustee shall have no liability for any inaccuracy in
          the books and records of, or for any actions or omissions of, DTC,
          Euroclear or Clearstream or any depository acting on behalf of any of
          them; and

               (12) the rights, privileges, protections, immunities and benefits
          given to the Trustee, including, without limitation, its right to be
          indemnified, are extended to, and shall be enforceable by, the Trustee
          in each of its capacities hereunder, and each agent, custodian and
          other Person employed by the Trustee to act hereunder.

         SECTION 6.03. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any


                                       45


<PAGE>


Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or coupons, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate
the Securities and perform its obligations hereunder. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

         SECTION 6.04. MAY HOLD SECURITIES. The Trustee, any Paying Agent,
Security Registrar, Authenticating Agent or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and coupons and, subject to TIA Sections 310(b) and 311, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.

         SECTION 6.05. MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

         SECTION 6.06. COMPENSATION AND REIMBURSEMENT. The Company agrees:

               (1) to pay to the Trustee from time to time reasonable
          compensation for all services rendered by it hereunder (which
          compensation shall not be limited by any provision of law in regard to
          the compensation of a trustee of an express trust);

               (2) except as otherwise expressly provided herein, to reimburse
          each of the Trustee and any predecessor Trustee upon its request for
          all reasonable expenses, and disbursements incurred by the Trustee in
          accordance with any provision of this Indenture (including the
          reasonable compensation and the reasonable expenses and disbursements
          of its agents and counsel), except any such expense or disbursement as
          shall be determined to have been caused by its own negligence, willful
          misconduct or bad faith; and

               (3) to indemnify each of the Trustee and any predecessor Trustee
          for, and to hold it harmless against, any loss, liability, claim,
          damage or expense incurred without negligence, willful misconduct or
          bad faith on its part, arising out of or in connection with the
          acceptance or administration of the trust or trusts hereunder,
          including the costs and expenses of defending itself against any claim
          or liability in connection with the exercise or performance of any of
          its powers or duties hereunder.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.01(6) or Section 5.01(7), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by


                                       46


<PAGE>


the Trustee as such, except funds held in trust for the payment of principal of
(or premium or Make-Whole Amount, if any) or interest, if any, on particular
Securities or any coupons.

         The provisions of this Section shall survive the termination of this
Indenture and resignation or removal of the Trustee.

         SECTION 6.07. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING
INTERESTS. There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have at all
times a combined capital and surplus of at least $50,000,000. If the Trustee
publishes reports of condition at least annually, pursuant to law or the
requirements of Federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of the Trustee shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article. Neither the Company nor any
Person directly or indirectly controlling, controlled by, or under common
control with the Company shall serve as Trustee.

         SECTION 6.08. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

              (a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.09.

              (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 60 days after the giving of such notice of
resignation, the resigning Trustee may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee.

              (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee and to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 60 days after the giving of such notice of
resignation, the resigning Trustee may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee.

              (d) If at any time:

                    (1) the Trustee shall fail to comply with the provisions of
               TIA Section 310(b) after written request therefor by the Company
               or by any Holder of a Security who has been a bona fide Holder of
               a Security for at least 6 months, or

                    (2) the Trustee shall cease to be eligible under Section
               6.07 and shall fail to resign after written request therefor by
               the Company or by any Holder of a Security who has been a bona
               fide Holder of a Security for at least 6 months, or


                                       47


<PAGE>


                    (3) the Trustee shall become incapable of acting or shall be
               adjudged a bankrupt or insolvent or a receiver of the Trustee or
               of its property shall be appointed or any public officer shall
               take charge or control of the Trustee or of its property or
               affairs for the purpose of rehabilitation, conservation or
               liquidation,

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least 6 months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

              (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner hereinafter provided, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least 6 months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.

              (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the Holders of Securities in Section 1.06.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

         SECTION 6.09. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

              (a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all property


                                       48


<PAGE>


and money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 6.06.

              (b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental
hereto, pursuant to Article Nine hereof, wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

              (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section 6.09, as the case may be.

              (d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

         SECTION 6.10. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities or coupons shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities or coupons so
authenticated with the same


                                       49


<PAGE>


effect as if such successor Trustee had itself authenticated such Securities or
coupons. In case any Securities or coupons shall not have been authenticated by
such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Securities or coupons, in either its own name or that of its
predecessor Trustee, with the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee.

         SECTION 6.11. APPOINTMENT OF AUTHENTICATING AGENT. At any time when any
of the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption or
repayment thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. Any such appointment shall be
evidenced by an instrument in writing signed by a Responsible Officer of the
Trustee, a copy of which instrument shall be promptly furnished to the Company.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a bank or trust company or corporation organized and doing business and in
good standing under the laws of the United States of America or of any state or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or state authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act
on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities


                                       50


<PAGE>


of the series with respect to which such Authenticating Agent will serve in the
manner set forth in Section 1.06. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation including reimbursement of its reasonable expenses
for its services under this Section, subject to Section 6.06.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to or in lieu of the Trustee's certificate of authentication, an
alternate certificate of authentication substantially in the following form:

         "This is one of the Securities of the series designated therein
referred to in the within- mentioned Indenture.

                                            [                                  ]
                                             ----------------------------------
                                             as Trustee

Dated:                                       By:
        ------------------------------            ------------------------------
                                                  as Authenticating Agent

Dated:                                       By:
        ------------------------------            ------------------------------
                                                  Authorized Officer
        ------------------------------

        ------------------------------

         SECTION 6.12. CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

              (a) With respect to the Securities of any series, except during
the continuance of an Event of Default with respect to the Securities of such
series:

                    (1) the Trustee undertakes to perform such duties and only
               such duties as are specifically set forth in this Indenture, and
               no implied covenants or obligations shall be read into this
               Indenture against the Trustee; and

                    (2) in the absence of bad faith on its part, the Trustee may
               conclusively rely, as to the truth of the statements and the
               correctness of the opinions expressed therein, upon certificates
               or opinions furnished to the Trustee and conforming to the
               requirements of this Indenture; but in the case of any such
               certificates or opinions which by any provision hereof are
               specifically required to be furnished to the Trustee, the Trustee
               shall be under a duty to examine the same to determine whether or
               not they conform to the requirements of this Indenture, but shall
               not be under any duty to verify the contents or accuracy thereof.


                                       51


<PAGE>


              (b) In case an Event of Default with respect to the Securities of
any series has occurred and is continuing, the Trustee shall, with respect to
Securities of such series, exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

              (c) No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

                    (1) this Subsection shall not be construed to limit the
               effect of Subsection (a) of this Section;

                    (2) the Trustee shall not be liable for any error of
               judgment made in good faith by a Responsible Officer, unless it
               shall be proved that the Trustee was negligent in ascertaining
               the pertinent facts;

                    (3) the Trustee shall not be liable with respect to any
               action taken or omitted to be taken by it in good faith in
               accordance with the direction of the Holders of a majority in
               principal amount of the Outstanding Securities of any series
               relating to the time, method and place of conducting any
               proceeding for any remedy available to the Trustee, or exercising
               any trust or power conferred upon the Trustee, under this
               Indenture with respect to the Securities of such series; and

                    (4) no provision of this Indenture shall require the Trustee
               to expend or risk its own funds or otherwise incur any financial
               liability in the performance of any of its duties hereunder, or
               in the exercise of any of its rights or powers. The Trustee shall
               be under no obligation to exercise any of its rights and powers
               under this Indenture at the request of any Holder, unless such
               Holder shall have offered to the Trustee security and indemnity
               satisfactory to it against any loss, liability or expense.

              (d) Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 6.12.

              (e) The Trustee shall not be liable for interest on any money or
assets held by it except to the extent the Trustee may agree in writing with the
Company. Assets held in trust by the Trustee need not be segregated from other
assets except to the extent required by law.

       ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.01. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS. Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the


                                       52


<PAGE>


Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under TIA Section 312(b).

         SECTION 7.02. REPORTS BY TRUSTEE. The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required by TIA Section 313 at the times and in the manner provided by the
TIA, which shall initially be not less than every twelve months commencing on
December 15, 2003. A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange, if
any, upon which any Securities are listed, with the Commission and with the
Company. The Company will notify the Trustee when any Securities are listed on
any stock exchange.

         SECTION 7.03. REPORTS BY COMPANY. The Company will:

               (1) file with the Trustee, within 15 days after the Company is
          required to file the same with the Commission, copies of the annual
          reports and of the information, documents and other reports (or copies
          of such portions of any of the foregoing as the Commission may from
          time to time by rules and regulations prescribe) which the Company may
          be required to file with the Commission pursuant to Section 13 or
          Section 15(d) of the Exchange Act or, if the Company is not required
          to file information, documents or reports pursuant to either of such
          Sections, then it will file with the Trustee and the Commission, in
          accordance with rules and regulations prescribed from time to time by
          the Commission, such of the supplementary and periodic information,
          documents and reports which may be required pursuant to Section 13 of
          the Exchange Act in respect of a security listed and registered on a
          national securities exchange as may be prescribed from time to time in
          such rules and regulations;

               (2) file with the Trustee and the Commission, in accordance with
          rules and regulations prescribed from time to time by the Commission,
          such additional information, documents and reports with respect to
          compliance by the Company with the conditions and covenants of this
          Indenture as may be required from time to time by such rules and
          regulations;

               (3) transmit by mail to the Holders of Securities, within 30 days
          after the filing thereof with the Trustee, in the manner and to the
          extent provided in TIA Section 313(c), such summaries of any
          information, documents and reports required to be filed by the Company
          pursuant to paragraphs (1) and (2) of this Section as may be required
          by rules and regulations prescribed from time to time by the
          Commission; and

               (4) delivery of such reports, information and documents to the
          Trustee is for informational purposes only and the Trustee's receipt
          of such shall not constitute constructive notice of any information
          contained therein or determinable from information contained therein,
          including the Company's compliance with any of its covenants hereunder
          (as to which the Trustee is entitled to rely exclusively on Officers'
          Certificates).

         SECTION 7.04. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS. The Company will furnish or cause to be furnished to the Trustee:


                                       53


<PAGE>


              (a) semiannually, not later than 15 days after the Regular Record
Date for interest for each series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Registered Securities of such series as of such Regular Record Date, or if there
is no Regular Record Date for interest for such series of Securities,
semiannually, upon such dates as are set forth in the Board Resolution or
indenture supplemental hereto authorizing such series, and

              (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished,

PROVIDED, HOWEVER, that, so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

        ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

         SECTION 8.01. CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES
AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Company may
consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other corporation, PROVIDED THAT in any
such case, (1) either the Company shall be the continuing corporation, or the
successor corporation shall be a corporation organized and existing under the
laws of the United States, any State thereof or the District of Columbia and
such successor corporation shall expressly assume the due and punctual payment
of the principal of (and premium or Make-Whole Amount, if any) and interest, if
any, on all of the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed by the Company by supplemental indenture,
complying with Article Nine hereof, satisfactory to the Trustee, executed and
delivered to the Trustee by such corporation and (2) immediately after giving
effect to such transaction and treating any indebtedness which becomes an
obligation of the Company or any Subsidiary as a result thereof as having been
incurred by the Company or such Subsidiary at the time of such transaction, no
Event of Default, and no event which, after notice or the lapse of time, or
both, would become an Event of Default, shall have occurred and be continuing.

         Section 8.02. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of
any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part, and the predecessor
corporation, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal


                                       54


<PAGE>


rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof.

         In case of any such consolidation, merger, sale, lease or conveyance,
such changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

         SECTION 8.03. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL. Any
consolidation, merger, sale, lease or conveyance permitted under Section 8.01 is
also subject to the condition that the Trustee receive an Officers' Certificate
and an Opinion of Counsel to the effect that any such consolidation, merger,
sale, lease or conveyance, and the assumption by any successor corporation,
complies with the provisions of this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.

                     ARTICLE NINE - SUPPLEMENTAL INDENTURES

         SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders of Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

               (1) to evidence the succession of another Person to the Company
          and the assumption by any such successor of the covenants of the
          Company contained herein and in the Securities; or

               (2) to add to the covenants of the Company for the benefit of the
          Holders of all or any series of Securities (and if such covenants are
          to be for the benefit of less than all series of Securities, stating
          that such covenants are expressly being included solely for the
          benefit of such series) or to surrender any right or power herein
          conferred upon the Company; or

               (3) to add any additional Events of Default for the benefit of
          the Holders of all or any series of Securities (and if such Events of
          Default are to be for the benefit of less than all series of
          Securities, stating that such Events of Default are expressly being
          included solely for the benefit of such series); PROVIDED, HOWEVER,
          that in respect of any such additional Events of Default such
          supplemental indenture may provide for a particular period of grace
          after default (which period may be shorter or longer than that allowed
          in the case of other defaults) or may provide for an immediate
          enforcement upon such default or may limit the remedies available to
          the Trustee upon such default or may limit the right of the Holders of
          a majority in aggregate principal amount of that or those series of
          Securities to which such additional Events of Default apply to waive
          such default; or

               (4) to add to or change any of the provisions of this Indenture
          to provide that Bearer Securities may be registrable as to principal,
          to change or eliminate any restrictions on the payment of principal of
          or premium or Make-Whole Amount, if any,


                                       55


<PAGE>


          or interest, if any, on Bearer Securities, to permit Bearer Securities
          to be issued in exchange for Registered Securities, to permit Bearer
          Securities to be issued in exchange for Bearer Securities of other
          authorized denominations or to permit or facilitate the issuance of
          Securities in uncertificated form, PROVIDED THAT any such action shall
          not adversely affect the interests of the Holders of Securities of any
          series or any related coupons in any material respect; or

               (5) to change or eliminate any of the provisions of this
          Indenture, PROVIDED THAT any such change or elimination shall become
          effective only when there is no Security Outstanding of any series
          created prior to the execution of such supplemental indenture which is
          entitled to the benefit of such provision; or

               (6) to secure the Securities; or

               (7) to establish the form or terms of Securities of any series
          and any related coupons as permitted or contemplated by Sections 2.01
          and 3.01; or

               (8) to evidence and provide for the acceptance of appointment
          hereunder by a successor Trustee with respect to the Securities of one
          or more series and to add to or change any of the provisions of this
          Indenture as shall be necessary to provide for or facilitate the
          administration of the trusts hereunder by more than one Trustee; or

               (9) to cure any ambiguity, to correct or supplement any provision
          herein which may be defective or inconsistent with any other provision
          herein, or to make any other provisions with respect to matters or
          questions arising under this Indenture which shall not be inconsistent
          with the provisions of this Indenture, PROVIDED such provisions shall
          not adversely affect the interests of the Holders of Securities of any
          series or any related coupons in any material respect; or

               (10) to supplement any of the provisions of this Indenture to
          such extent as shall be necessary to permit or facilitate the
          defeasance and discharge of any series of Securities pursuant to
          Sections 4.01, 14.02 and 14.03; PROVIDED THAT any such action shall
          not adversely affect the interests of the Holders of Securities of
          such series and any related coupons or any other series of Securities
          in any material respect.

         SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities and any related coupons under this Indenture; PROVIDED, HOWEVER, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

               (1) change the Stated Maturity of the principal of (or premium or
          Make-Whole Amount, if any, on) or any installment of principal of or
          interest, if any, on, any Security; or reduce the principal amount
          thereof or the rate or amount of interest, if any,


                                       56


<PAGE>


          thereon, or any premium or Make-Whole Amount payable upon the
          redemption thereof, or reduce the amount of the principal of an
          Original Issue Discount Security that would be due and payable upon a
          declaration of acceleration of the Maturity thereof pursuant to
          Section 5.02 or the amount thereof provable in bankruptcy pursuant to
          Section 5.04, or adversely affect any right of repayment at the option
          of the Holder of any Security, or change any Place of Payment where,
          or the currency or currencies, currency unit or units or composite
          currency or currencies in which, any Security or any premium or
          Make-Whole Amount or the interest thereon is payable, or impair the
          right to institute suit for the enforcement of any such payment on or
          after the Stated Maturity thereof (or, in the case of redemption or
          repayment at the option of the Holder, on or after the Redemption Date
          or the Repayment Date, as the case may be), or

               (2) reduce the percentage in principal amount of the Outstanding
          Securities of any series, the consent of whose Holders is required for
          any such supplemental indenture, or the consent of whose Holders is
          required for any waiver with respect to such series (or compliance
          with certain provisions of this Indenture or certain defaults
          hereunder and their consequences) provided for in this Indenture, or
          reduce the requirements of Section 15.04 for quorum or voting, or

               (3) modify any of the provisions of this Section, Section 5.13 or
          Section 10.09, except to increase the required percentage to effect
          such action or to provide that certain other provisions of this
          Indenture cannot be modified or waived without the consent of the
          Holder of each Outstanding Security affected thereby, PROVIDED,
          HOWEVER, that this clause shall not be deemed to require the consent
          of any Holder with respect to changes in the references to "the
          Trustee" and concomitant changes in this Section 9.02 and Section
          10.09, or the deletion of this proviso, in accordance with the
          requirements of Sections 6.09(b) and 9.01(8).

         It shall not be necessary for any Act of Holders under this Section
9.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

         SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be provided with, and (subject to Section 6.12)
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.


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<PAGE>


         SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

         SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the TIA as then in effect.

         SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall, if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                            ARTICLE TEN - COVENANTS

         SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM OR MAKE-WHOLE AMOUNT, IF
ANY, AND INTEREST, IF ANY. The Company covenants and agrees for the benefit of
the Holders of each series of Securities that it will duly and punctually pay
the principal of (and premium or Make-Whole Amount, if any) and interest, if
any, on the Securities of that series in accordance with the terms of such
series of Securities, any coupons appertaining thereto and this Indenture.
Unless otherwise specified as contemplated by Section 3.01 with respect to any
series of Securities, interest, if any, due on Bearer Securities on or before
Maturity shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature. Unless otherwise specified with respect to Securities of any
series pursuant to Section 3.01, at the option of the Company (upon written
notice to the Trustee), all payments of principal may be paid by check to the
registered Holder of the Registered Security or other Person entitled thereto
against surrender of such Security.

         SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY. If Securities of a
series are issuable only as Registered Securities, the Company shall maintain in
each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. If Securities of a
series are issuable as Bearer Securities, the Company will maintain: (A) in the
Borough of Manhattan, The City of New York, an office or agency where any
Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange, where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered
for payment in the circumstances described in the following paragraph (and not
otherwise); (B) subject to any laws or regulations applicable thereto, in a


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<PAGE>


Place of Payment for that series which is located outside the United States, an
office or agency where Securities of that series and related coupons may be
presented and surrendered for payment; PROVIDED, HOWEVER, that if the Securities
of that series are listed on any stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a
Paying Agent for the Securities of that series in any required city located
outside the United States, as the case may be, so long as the Securities of that
series are listed on such exchange; and (C) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series located outside the
United States an office or agency where any Registered Securities of that series
may be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of each such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment at
the offices specified in the Security, in London, England, and the Company
hereby appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands, and the Company hereby appoints the Trustee its
agent to receive all such presentations, surrenders, notices and demands.

         Unless otherwise specified with respect to any Securities pursuant to
Section 3.01, no payment of principal, premium or Make-Whole Amount or interest
on Bearer Securities shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States;
PROVIDED, HOWEVER, that, if the Securities of a series are payable in Dollars,
payment of principal of and any premium or Make-Whole Amount and interest on any
Bearer Security shall be made at the office of the Company's Paying Agent in the
Borough of Manhattan, The City of New York, if (but only if) payment in Dollars
of the full amount of such principal, premium or Make-Whole Amount, or interest,
as the case may be, at all offices or agencies outside the United States
maintained for the purpose by the Company in accordance with this Indenture, is
illegal or effectively precluded by exchange controls or other similar
restrictions.

         The Company may from time to time designate one or more other offices
or agencies (in or outside the Place of Payment) where the Securities of one or
more series may be presented or surrendered for any or all of such purposes, and
may from time to time rescind such designations; PROVIDED, HOWEVER, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in accordance with the requirements
set forth above for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. Unless
otherwise specified with respect to any Securities pursuant to Section 3.01,
with respect to a series of Securities, the Company hereby designates as a Place
of Payment for each series of Securities, each of (i) the office or agency of
the Company in the Borough of Manhattan, The City of New York, and (ii) the
Corporate Trust Office of the Trustee (as Paying Agent); and the Company hereby
initially appoints the Trustee at its Corporate Trust Office as Paying Agent in
such city; and the Company hereby initially


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<PAGE>


appoints as its agent to receive all such presentations, surrenders, notices and
demands each of the Trustee, at its Corporate Trust Office.

         Unless otherwise specified with respect to any Securities pursuant to
Section 3.01, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of the Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent (of which it shall give written notice to the
Trustee).

         SECTION 10.03. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If
the Company shall at any time act as its own Paying Agent with respect to any
series of any Securities and any related coupons, it will, on or before each due
date of the principal of (and premium or Make-Whole Amount, if any), or
interest, if any, on any of the Securities of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series) sufficient to pay
the principal (and premium or Make-Whole Amount, if any) or interest, if any, so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Trustee of its action or
failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, on or before each due
date of the principal of (and premium or Make-Whole Amount, if any), or
interest, if any, on any Securities of that series, deposit with a Paying Agent
a sum (in the currency or currencies, currency unit or units or composite
currency or currencies described in the preceding paragraph) sufficient to pay
the principal (and premium or Make-Whole Amount, if any) or interest, if any, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or Make-Whole Amount, if any, or interest,
if any, and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.

         The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

               (1) hold all sums held by it for the payment of principal of (and
          premium or Make-Whole Amount, if any) or interest, if any, on
          Securities in trust for the benefit of the Persons entitled thereto
          until such sums shall be paid to such Persons or otherwise disposed of
          as herein provided;

               (2) give the Trustee notice of any default by the Company (or any
          other obligor upon the Securities) in the making of any such payment
          of principal (and premium or Make-Whole Amount, if any) or interest,
          if any, on the Securities of that series; and

               (3) at any time during the continuance of any such default upon
          the written request of the Trustee, forthwith pay to the Trustee all
          sums so held in trust by such Paying Agent.


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<PAGE>


         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

         Except as otherwise provided in the Securities of any series, and
subject to applicable laws, any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of
(and premium or Make-Whole Amount, if any) or interest, if any, on any Security
of any series and remaining unclaimed for 2 years after such principal (and
premium or Make-Whole Amount, if any) or interest, if any, has become due and
payable shall be paid to the Company upon Company Request or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment of such principal of (and premium or Make-Whole Amount, if
any) or interest, if any, on any Security, without interest thereon, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

         SECTION 10.04. EXISTENCE. Subject to Article Eight, the Company will do
or cause to be done all things necessary to preserve and keep in full force and
effect its limited partnership existence, all material rights (by agreement of
limited partnership and statute) and material franchises; PROVIDED, HOWEVER,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.

         Section 10.05. MAINTENANCE OF PROPERTIES. The Company will cause all of
its material properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order, normal wear and tear, casualty and condemnation excepted, and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof (and the
Company may take out of service for a period of time, any of its properties that
have been condemned or suffered any loss due to casualty in order to make such
repairs, betterments and improvements), all as in the judgment of the Company
may be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; PROVIDED, HOWEVER, that the
Company and its Subsidiaries shall not be prevented from (i) removing
permanently any property that has been condemned or suffered a loss due to
casualty based on the Company's reasonable judgment that such removal is in the
best interest of the Company, or (ii) selling or otherwise disposing of their
properties for value in the ordinary course of business.


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<PAGE>


         SECTION 10.06. INSURANCE. The Company will cause each of its and its
Subsidiaries' insurable properties to be insured against loss or damage in an
amount deemed reasonable by the Board of Directors with insurers of recognized
responsibility.

         SECTION 10.07. PAYMENT OF TAXES AND OTHER CLAIMS. The Company will pay
or discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any Subsidiary; PROVIDED, HOWEVER, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

         SECTION 10.08. STATEMENT AS TO COMPLIANCE. The Company will deliver to
the Trustee, within 120 days after the end of each fiscal year, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture and, in the
event of any noncompliance, specifying such noncompliance and the nature and
status thereof. For purposes of this Section 10.08, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

         The Company shall deliver to the Trustee, as soon as possible and in
any event within five Business Days after a Senior Officer becomes aware of the
occurrence of any Event of Default or an event which, with notice or the lapse
of time or both, would constitute an Event of Default, an Officers' Certificate
setting forth the details of such Event of Default or default and the action
which the Company proposes to take with respect thereto.

         SECTION 10.09. WAIVER OF CERTAIN COVENANTS. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Sections 10.04 to 10.08, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
outstanding Securities of such series, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

                   ARTICLE ELEVEN - REDEMPTION OF SECURITIES

         SECTION 11.01. APPLICABILITY OF ARTICLE. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section
3.01 for Securities of any series) in accordance with this Article.

         SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of
the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any


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<PAGE>


redemption at the election of the Company of less than all of the Securities of
any series, the Company shall, at least 45 days prior to the giving of the
notice of redemption in Section 11.04 (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed. In the case of
any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

         Section 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If
less than all the Securities of any series issued on the same day with the same
terms are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series issued on such date with the same
terms not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

         The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

         SECTION 11.04. NOTICE OF REDEMPTION. Notice of redemption shall be
given in the manner provided in Section 1.06, not less than 30 days nor more
than 60 days prior to the Redemption Date, unless a shorter period is specified
by the terms of such series established pursuant to Section 3.01, to each Holder
of Securities to be redeemed, but failure to give such notice in the manner
herein provided to the Holder of any Security designated for redemption as a
whole or in part, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other such
Security or portion thereof.

         Any notice that is mailed to the Holders of Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.

         All notices of redemption shall state:

               (1) the Redemption Date,

               (2) the Redemption Price, accrued interest to the Redemption Date
          payable as provided in Section 11.06, if any,


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<PAGE>


               (3) if less than all Outstanding Securities of any series are to
          be redeemed, the identification (and, in the case of partial
          redemption, the principal amount) of the particular Security or
          Securities to be redeemed,

               (4) in case any Security is to be redeemed in part only, the
          notice which relates to such Security shall state that on and after
          the Redemption Date, upon surrender of such Security, the holder will
          receive, without a charge, a new Security or Securities of authorized
          denominations for the principal amount thereof remaining unredeemed,

               (5) that on the Redemption Date the Redemption Price and accrued
          interest to the Redemption Date payable as provided in Section 11.06,
          if any, will become due and payable upon each such Security, or the
          portion thereof, to be redeemed and, if applicable, that interest
          thereon shall cease to accrue on and after said date,

               (6) the Place or Places of Payment where such Securities,
          together in the case of Bearer Securities with all coupons
          appertaining thereto, if any, maturing after the Redemption Date, are
          to be surrendered for payment of the Redemption Price and accrued
          interest, if any,

               (7) that the redemption is for a sinking fund, if such is the
          case,

               (8) that, unless otherwise specified in such notice, Bearer
          Securities of any series, if any, surrendered for redemption must be
          accompanied by all coupons maturing subsequent to the date fixed for
          redemption or the amount of any such missing coupon or coupons will be
          deducted from the Redemption Price, unless security or indemnity
          satisfactory to the Company, the Trustee for such series and any
          Paying Agent is furnished,

               (9) if Bearer Securities of any series are to be redeemed and any
          Registered Securities of such series are not to be redeemed, and if
          such Bearer Securities may be exchanged for Registered Securities not
          subject to redemption on this Redemption Date pursuant to Section 3.05
          or otherwise, the last date, as determined by the Company, on which
          such exchanges may be made, and

               (10) the CUSIP number of such Security, if any.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

         SECTION 11.05. DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, which it may not do
in the case of a sinking fund payment under Article Twelve, segregate and hold
in trust as provided in Section 10.03) an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series) sufficient to pay on
the Redemption Date the Redemption Price of,


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<PAGE>


and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof which are to be redeemed on
that date.

         SECTION 11.06. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 3.01 for the
Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest, if any, on Bearer Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section
10.02) and, unless otherwise specified as contemplated by Section 3.01, only
upon presentation and surrender of coupons for such interest; and PROVIDED
FURTHER that installments of interest, if any, on Registered Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 3.07.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; PROVIDED,
HOWEVER, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 10.02) and, unless otherwise specified as contemplated by Section 3.01,
only upon presentation and surrender of those coupons.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium or Make-Whole
Amount, if any) shall, until paid, bear interest from the Redemption Date at the
rate borne by the Security.

         SECTION 11.07. SECURITIES REDEEMED IN PART. Any Registered Security
which is to be redeemed only in part (pursuant to the provisions of this Article
or of Article Twelve) shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing) and
the


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Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge a new Security or Securities of
the same series, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered. If a Global Security is so
surrendered, the Company shall execute and the Trustee shall authenticate and
deliver to the depository, without service charge, a new Global Security in a
denomination equal to and in exchange for the unredeemed portion of the
principal of the Global Security so surrendered.

                         ARTICLE TWELVE - SINKING FUNDS

         SECTION 12.01. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "MANDATORY SINKING
FUND PAYMENT," and any payment in excess of such minimum amount provided for by
the terms of such Securities of any series is herein referred to as an "OPTIONAL
SINKING FUND PAYMENT." If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 12.02. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

         SECTION 12.02. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.
The Company may, in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto and (2) apply as a credit Securities of such series
which have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, as provided for
by the terms of such Securities, or which have otherwise been acquired by the
Company; PROVIDED THAT such Securities so delivered or applied as a credit have
not been previously so credited. Such Securities shall be received and credited
for such purpose by the Trustee at the applicable Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.

         SECTION 12.03. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than
60 days prior to each sinking fund payment date for Securities of any series,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 3.01 for the
Securities of such series) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.02, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee any
Securities to be so delivered and credited. If such Officers' Certificate shall
specify an optional amount to be added in cash to the next


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ensuing mandatory sinking fund payment, the Company shall thereupon be obligated
to pay the amount therein specified. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.03 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.04. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 11.06 and 11.07.

             ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS

         SECTION 13.01. APPLICABILITY OF ARTICLE. Repayment of Securities of any
series before their Stated Maturity at the option of Holders thereof shall be
made in accordance with the terms of such Securities, if any, and (except as
otherwise specified by the terms of such series established pursuant to Section
3.01) in accordance with this Article.

         SECTION 13.02. REPAYMENT OF SECURITIES. Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereof, together with interest, if any,
thereon accrued to the Repayment Date specified in or pursuant to the terms of
such Securities. The Company covenants that on or prior to the Repayment Date it
will deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.03) an amount of money in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.01 for
the Securities of such series) sufficient to pay the principal (or, if so
provided by the terms of the Securities of any series, a percentage of the
principal) of, and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portions thereof, as the case
may be, to be repaid on such date.

         SECTION 13.03. EXERCISE OF OPTION. Securities of any series subject to
repayment at the option of the Holders thereof will contain an "OPTION TO ELECT
REPAYMENT" form on the reverse of such Securities. In order for any Security to
be repaid at the option of the Holder, the Trustee must receive at the Place of
Payment therefor specified in the terms of such Security (or at such other place
or places of which the Company shall from time to time notify the Holders of
such Securities) not earlier than 60 days nor later than 30 days prior to the
Repayment Date (1) the Security so providing for such repayment together with
the "Option to Elect Repayment" form on the reverse thereof duly completed by
the Holder (or by the Holder's attorney duly authorized in writing) or (2) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange, or the National Association of Securities Dealers, Inc.
("NASD"), or a commercial bank or trust company in the United States setting
forth the name of the Holder of the Security, the principal amount of the
Security, the principal amount of the Security to be repaid, the CUSIP number,
if any, or a description of the tenor and terms of the Security, a statement
that the option to elect repayment is being exercised thereby and a guarantee
that the Security to be repaid, together with the duly completed form entitled
"Option to Elect Repayment" on the reverse of the Security, will be received by
the Trustee not later than


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the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; PROVIDED, HOWEVER, that such telegram, telex, facsimile
transmission or letter shall only be effective if such Security and form duly
completed are received by the Trustee by such fifth Business Day. If less than
the entire principal amount of such Security is to be repaid in accordance with
the terms of such Security, the principal amount of such Security to be repaid,
in increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of the principal amount of such Security surrendered that
is not to be repaid, must be specified. The principal amount of any Security
providing for repayment at the option of the Holder thereof may not be repaid in
part if, following such repayment, the unpaid principal amount of such Security
would be less than the minimum authorized denomination of Securities of the
series of which such Security to be repaid is a part. Except as otherwise may be
provided by the terms of any Security providing for repayment at the option of
the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company.

         SECTION 13.04. WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND
PAYABLE. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
PROVIDED, HOWEVER, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 10.02) and, unless
otherwise specified pursuant to Section 3.01, only upon presentation and
surrender of such coupons; and PROVIDED FURTHER that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable (but without interest thereon,
unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 3.07.

         If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 13.02 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; PROVIDED,


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HOWEVER, that interest, if any, represented by coupons shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 10.02) and, unless otherwise specified as contemplated by
Section 3.01, only upon presentation and surrender of those coupons.

         If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

         SECTION 13.05. SECURITIES REPAID IN PART. Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.

             ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 14.01. APPLICABILITY OF ARTICLE: COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. If, pursuant to Section 3.01, provision is
made for either or both of (a) defeasance of the Securities of or within a
series under Section 14.02 or (b) covenant defeasance of the Securities of or
within a series under Section 14.03, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such modifications thereto as may be specified pursuant to Section 3.01
with respect to any Securities), shall be applicable to such Securities and any
coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to such Securities and any coupons
appertaining thereto, elect to have Section 14.02 (if applicable) or Section
14.03 (if applicable) be applied to such Outstanding Securities and any coupons
appertaining thereto upon compliance with the conditions set forth below in this
Article.

         SECTION 14.02. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of
the above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 14.04 are
satisfied (hereinafter, "DEFEASANCE"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any coupons
appertaining thereto, which shall thereafter be deemed to be Outstanding only
for the purposes of Section 14.05 and the other Sections of this Indenture
referred to in clauses (A) and (B) below, and to have satisfied all of its other
obligations under such Securities and any coupons appertaining thereto and this
Indenture insofar as such Securities and any coupons appertaining thereto are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Outstanding Securities and any coupons appertaining thereto to
receive, solely from the trust fund described in Section 14.04 and as more fully
set forth in such Section, payments in respect of the principal of (and premium
or Make-Whole Amount, if any)


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and interest, if any, on such Securities and any coupons appertaining thereto
when such payments are due, (B) the Company's obligations with respect to such
Securities under Sections 3.05, 3.06, 10.02 and 10.03, and the Company's
obligations under Section 6.06 hereof (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (D) this Article. Subject to compliance
with this Article Fourteen, the Company may exercise its option under this
Section notwithstanding the prior exercise of its option under Section 14.03
with respect to such Securities and any coupons appertaining thereto.

         SECTION 14.03. COVENANT DEFEASANCE. Upon the Company's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be released from its obligations under
Sections 10.04 to 10.09, inclusive, and, if specified pursuant to Section 3.01,
its obligations under any other covenant contained herein or in any indenture
supplemental hereto, with respect to such Outstanding Securities and any coupons
appertaining thereto on and after the date the conditions set forth in Section
14.04 are satisfied (hereinafter, "COVENANT DEFEASANCE"), and such Securities
and any coupons appertaining thereto shall thereafter be deemed to be not
Outstanding for the purposes of any direction, waiver, consent or declaration or
Act of Holders (and the consequences of any thereof) in connection with Sections
10.04 to 10.09, inclusive, or such other covenant, but shall continue to be
deemed Outstanding for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities and
any coupons appertaining thereto, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant to
any other provision herein or in any other document and such omission to comply
shall not constitute a default or an Event of Default under Section 5.01(4) to
5.01(8), inclusive, or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities and any coupons
appertaining thereto shall be unaffected thereby.

         SECTION 14.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of Section 14.02 or Section
14.03 to any Outstanding Securities of or within a series and any coupons
appertaining thereto:

              (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.07 who shall agree to comply with the provisions of this Article
Fourteen applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities and any coupons appertaining
thereto, (1) an amount in such currency, currencies or currency unit in which
such Securities and any coupons appertaining thereto are then specified as
payable at Stated Maturity, or (2) Government Obligations applicable to such
Securities and coupons appertaining thereto (determined on the basis of the
currency, currencies or currency unit in which such Securities and coupons
appertaining thereto are then specified as payable at Stated Maturity) which
through the scheduled payment of principal and interest, if any, in respect
thereof in accordance with their terms will provide, not later than the due date
of any payment of principal of (and premium or Make-Whole Amount, if any) and
interest, if any, on such Securities and any coupons appertaining thereto, money
in an amount, or (3) a combination thereof, in any case, in an


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amount, sufficient, without consideration of any reinvestment of such principal
and interest, if any, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium or Make-Whole Amount, if any) and interest, if any, on
such Outstanding Securities and any coupons appertaining thereto on the Stated
Maturity of such principal or installment of principal or interest and (ii) any
mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities and any coupons appertaining thereto on the day on which
such payments are due and payable in accordance with the terms of this Indenture
and of such Securities and any coupons appertaining thereto.

              (b) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by
which it is bound.

              (c) No Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to such Securities
and any coupons appertaining thereto shall have occurred and be continuing on
the date of such deposit or, insofar as Sections 5.01(6) and 5.01(7) are
concerned, at any time during the period ending on the 91st day after the date
of such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).

              (d) In the case of an election under Section 14.02, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of execution of this Indenture, there
has been a change in the applicable Federal income tax law, in either case to
the effect that, and based thereon such opinion shall confirm that, the Holders
of such Outstanding Securities and any coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of
such defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred.

              (e) In the case of an election under Section 14.03, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Securities and any coupons appertaining thereto will
not recognize income, gain or loss for Federal income tax purposes as a result
of such covenant defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such covenant defeasance had not occurred.

              (f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 14.02 or the covenant defeasance under
Section 14.03 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company's option under
Section 14.02 or Section 14.03 (as the case may be), registration is not
required under the Investment Company Act of 1940, as amended, by the Company,
with respect to the trust funds representing


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<PAGE>


such deposit or by the Trustee for such trust funds or (ii) all necessary
registrations under said Act have been effected.

              (g) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith pursuant to Section 3.01.

              (h) The payment of amounts payable to the Trustee pursuant to this
Indenture shall be paid or provided for to the reasonable satisfaction of the
Trustee.

         SECTION 14.05. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the last
paragraph of Section 10.03, all money and Government Obligations (or other
property as may be provided pursuant to Section 3.01) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 14.05, the "Trustee") pursuant to Section 14.04 in
respect of any Outstanding Securities of any series and any coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any coupons appertaining
thereto of all sums due and to become due thereon in respect of principal (and
premium or Make-Whole Amount, if any) and interest, if any, but such money need
not be segregated from other funds except to the extent required by law.

         Unless otherwise specified with respect to any Security pursuant to
Section 3.01, if, after a deposit referred to in Section 14.04(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 3.01 or the terms of such
Security to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Section 14.04(a) has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the currency or
currency unit in which the deposit pursuant to Section 14.04(a) has been made,
the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium or Make-Whole
Amount, if any), and interest, if any, on such Security as the same becomes due
out of the proceeds yielded by converting (from time to time as specified below
in the case of any such election) the amount or other property deposited in
respect of such Security into the currency or currency unit in which such
Security becomes payable as a result of such election or Conversion Event based
on the applicable market exchange rate for such currency or currency unit in
effect on the second Business Day prior to each payment date, except, with
respect to a Conversion Event, for such currency or currency unit in effect (as
nearly as feasible) at the time of the Conversion Event.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 14.04 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.


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<PAGE>


         Anything in this Article to the contrary notwithstanding, subject to
Section 6.06, the Trustee shall deliver or pay to the Company from time to time
upon Company Request any money or Government Obligations (or other property and
any proceeds therefrom) held by it as provided in Section 14.04 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Article.

              ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES

         Section 15.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

         SECTION 15.02. CALL, NOTICE AND PLACE OF MEETINGS.

              (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 15.01, to be held
at such time and at such place as the Trustee shall determine. Notice of every
meeting of Holders of Securities of any series, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given, in the manner provided in Section 1.06, not less
than 20 nor more than 180 days prior to the date fixed for the meeting.

              (b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 25% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 15.01, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 20 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

         SECTION 15.03. PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to
vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities of such series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

         SECTION 15.04. QUORUM; ACTION. The Persons entitled to vote a majority
in principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; PROVIDED, HOWEVER,
that if any action is to be taken at such


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<PAGE>


meeting with respect to a consent or waiver which this Indenture expressly
provides may be given by the Holders of not less than a specified percentage in
principal amount of the Outstanding Securities of a series, the Persons entitled
to vote such specified percentage in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the absence of a quorum
within 30 minutes after the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at the reconvening of
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days; at the reconvening of any meeting adjourned
or further adjourned for lack of a quorum, the Persons entitled to vote 25% in
aggregate principal amount of the then Outstanding Securities shall constitute a
quorum for the taking of any action set forth in the notice of the original
meeting. Notice of the reconvening of any adjourned meeting shall be given as
provided in Section 15.02(a), except that such notice need be given only once
not less than 5 days prior to the date on which the meeting is scheduled to be
reconvened.

         Except as limited by the proviso to Section 9.02, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Persons
entitled to vote a majority in aggregate principal amount of the Outstanding
Securities represented at such meeting; PROVIDED, HOWEVER, that, except as
limited by the proviso to Section 9.02, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series.

         Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

         Notwithstanding the foregoing provisions of this Section 15.04, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

               (i) there shall be no minimum quorum requirement for such
          meeting; and

               (ii) the principal amount of the Outstanding Securities of such
          series that vote in favor of such request, demand, authorization,
          direction, notice, consent, waiver or other action shall be taken into
          account in determining whether such request,


                                       74


<PAGE>


          demand, authorization, direction, notice, consent, waiver or other
          action has been made, given or taken under this Indenture.

         SECTION 15.05. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
OF MEETINGS.

              (a) Notwithstanding any provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 1.04 and the
appointment of any proxy shall be proved in the manner specified in Section 1.04
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 1.04 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 1.04 or other proof.

              (b) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 15.02(b), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

              (c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; PROVIDED,
HOWEVER, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

              (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 15.02 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

         SECTION 15.06. COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The
vote upon any resolution submitted to any meeting of Holders of Securities of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint 2 inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who shall make and
file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record, at least in


                                       75


<PAGE>


duplicate, of the proceedings of each meeting of Holders of Securities of any
Series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 15.02 and, if
applicable, Section 15.04. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                        [SIGNATURES FOLLOW ON NEXT PAGE]













                                       76


<PAGE>


                                   SIGNATURES


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

                                       BOSTON PROPERTIES LIMITED PARTNERSHIP

                                       By:  Boston Properties, Inc., its general
                                            partner

                                           By: /s/ Douglas T. Linde
                                               -------------------------------
                                               Name:  Douglas T. Linde
                                               Title: Senior Vice President,
                                                      Chief Financial Officer
                                                      and Treasurer




                                       THE BANK OF NEW YORK, as Trustee



                                       By: /s/ Kisha A. Holder
                                           -----------------------------------
                                           Name:  Kisha A. Holder
                                           Title: Assistant Treasurer





















                                       77


<PAGE>



                                   EXHIBIT A

              FORM OF REDEEMABLE OR NON-REDEEMABLE SENIOR SECURITY

                               [Face of Security]

[If the Holder of this Security (as indicated below) is The Depository Trust
Company ("DTC") or a nominee of DTC, this Security is a Global Security and the
following two legends apply:

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY A NEW YORK CORPORATION ("DTC") TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.]

[IF THIS SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- FOR PURPOSES
OF SECTION 1273 and 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT, THE
ISSUE DATE IS ______, 20 [AND] THE YIELD TO MATURITY IS __%. [THE METHOD USED TO
DETERMINE THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL
PERIOD OF _____, 20 TO ____, 20 , IS % OF THE PRINCIPAL AMOUNT OF THIS
SECURITY.]

                     BOSTON PROPERTIES LIMITED PARTNERSHIP.
                             [Designation of Series]

No. _______                                                   $_________________

CUSIP No. _______

BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (herein
referred to as the "Company," which term includes any successor corporation
under the Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to ________________________ or registered assigns the
principal sum of _______ Dollars on _____________________ (the "Stated Maturity
Date") [or INSERT DATE FIXED FOR EARLIER REDEMPTION (the "Redemption Date," and
together with the Stated Maturity Date with respect to principal repayable on
such date, the "Maturity Date.")]

[IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- and to pay
interest thereon from ______________ or from the most recent Interest Payment
Date to which interest has been paid


                                      A-1


<PAGE>


or duly provided for, semi-annually on __________ and _________ in each year
(each, an "Interest Payment Date"), commencing __________, at the rate of __%
per annum, until the principal hereof is paid or duly provided for. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Holder in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
________ or ______ (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date [at the office or agency of the Company
maintained for such purpose; PROVIDED, HOWEVER, that such interest may be paid,
at the Company's option, by mailing a check to such Holder at its registered
address or by transfer of funds to an account maintained by such Holder within
the United States]. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record
Date, and may be paid to the Holder in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.]

[IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at the
[Stated] Maturity Date and in such case the overdue principal of this Security
shall bear interest at the rate of % per annum (to the extent that the payment
of such interest shall be legally enforceable), which shall accrue from the date
of such default in payment to the date payment of such principal has been made
or duly provided for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not so paid on demand
shall bear interest at the rate of % per annum (to the extent that the payment
of such interest shall be legally enforceable), which shall accrue from the date
of such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

The principal of this Security payable on the Stated Maturity Date [or the
principal of, premium or Make-Whole Amount, if any, and, if the Redemption Date
is not an Interest Payment Date, interest on this Security payable on the
Redemption Date] will be paid against presentation of this Security at the
office or agency of the Company maintained for that purpose in
___________________, in such coin or currency of the United States of America as
at the time of payment is legal tender for the payment of public and private
debts.

Interest payable on this Security on any Interest Payment Date and on the
[Stated] Maturity Date [or Redemption Date, as the case may be,] will include
interest accrued from and including the next preceding Interest Payment Date in
respect of which interest has been paid or duly provided for (or from and
including ____________, if no interest has been paid on this Security) to but
excluding such Interest Payment Date or the [Stated] Maturity Date [or
Redemption Date, as the case may be.] If any Interest Payment Date or the
[Stated] Maturity Date or [Redemption Date] falls on a day that is not a
Business Day, as defined below, principal, premium or Make-Whole


                                      A-2


<PAGE>


Amount, if any, and/or interest payable with respect to such Interest Payment
Date or [Stated] Maturity Date [or Redemption Date, as the case may be,] will be
paid on the next succeeding Business Day with the same force and effect as if it
were paid on the date such payment was due, and no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date or
[Stated] Maturity Date [or Redemption Date, as the case may be.] "Business Day"
means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions in The City of New York are required or
authorized by law, regulation or executive order to close.

[IF THIS SECURITY IS A GLOBAL SECURITY, INSERT -- All payments of principal,
premium or Make-Whole Amount, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.]

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the Trustee
by manual signature of one of its authorized signatories, this Security shall
not be entitled to any benefit under the Indenture, or be valid or obligatory
for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its facsimile corporate seal.

Dated:  __________________________

                                       BOSTON PROPERTIES LIMITED PARTNERSHIP

                                       By:  Boston Properties, Inc., its general
                                       partner

                                             By:________________________________
                                                Name:
                                                Title:

Attest:

---------------------------------
Secretary








                                      A-3


<PAGE>


                              [Reverse of Security]

                      BOSTON PROPERTIES LIMITED PARTNERSHIP

This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an

Indenture, dated as of _____________, 2002 (herein called the "Indenture")
between the Company and _________________, as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of which this Security is a part), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the duly authorized series of Securities designated on the
face hereof (collectively, the "Securities"), [IF APPLICABLE, INSERT -- and the
aggregate principal amount of the Securities to be issued under such series is
limited to $______ (except for Securities authenticated and delivered upon
transfer of, or in exchange for, or in lieu of other Securities).] All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.

[IF APPLICABLE, INSERT -- The Securities may not be redeemed prior to the Stated
Maturity Date.]

[IF APPLICABLE, INSERT -- The Securities are subject to redemption [ (l) (IF
APPLICABLE, INSERT -- on _________ in any year commencing with the year ____ and
ending with the year ____ through operation of the sinking fund for this series
at a Redemption Price equal to 100% of the principal amount, and (2) ] [IF
APPLICABLE, INSERT -- at any time [on or after ___________], as a whole or in
part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount):

 If redeemed on or before _______, __% and if redeemed during the 12-month
period beginning _______ of the years indicated at the Redemption Prices
indicated below.

  Year         Redemption Price               Year          Redemption Price
  ----         ----------------               ----          ----------------



and thereafter at a Redemption Price equal to __% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date; PROVIDED, HOWEVER, that installments of interest on this
Security whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holder of this Security, or one or more Predecessor Securities,
of record at the


                                      A-4


<PAGE>


close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]

         [IF APPLICABLE, INSERT -- The Securities are subject to redemption (1)
on _______ in any year commencing with the year ____ and ending with the year
____ through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at
any time [on or after _______], as a whole or in part, at the election of the
Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning
________ of the years indicated,
                                                      Redemption Price for
                 Redemption Price for              Redemption Otherwise Than
                   Redemption Through              Through Operation of the
   Year      Operation of the Sinking Fund                Sinking Fund
   ----      -----------------------------                ------------




and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date;
PROVIDED, HOWEVER, that installments of interest on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holder of
this Security, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

         [IF APPLICABLE, INSERT -- Notwithstanding the foregoing, the Company
may not, prior to _______, redeem any Securities as contemplated by [Clause (2)
of] the preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than __% per annum.]

         [IF APPLICABLE, INSERT -- The sinking fund for the Securities provides
for the redemption on _______ in each year, beginning with the year ____ and
ending with the year ____, of [not less than] $_______] [("mandatory sinking
fund") and not more than $_______] aggregate principal amount of the Securities.
[The Securities acquired or redeemed by the Company otherwise than through
[mandatory] sinking fund payments may be credited against subsequent [mandatory]
sinking fund payments otherwise required to be made in the [DESCRIBE ORDER]
order in which they become due.]]

         Notice of redemption will be given by mail to Holders of Securities,
not less than 30 nor more than 60 days prior to the Redemption Date, all as
provided in the Indenture.

         In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.


                                      A-5


<PAGE>


         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of not
less than a majority of the aggregate principal amount of all Securities issued
under the Indenture at the time Outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority of
the aggregate principal amount of the Outstanding Securities, on behalf of the
Holders of all such Securities, to waive compliance by the Company with certain
provisions of the Indenture. Furthermore, provisions in the Indenture permit the
Holders of not less than a majority of the aggregate principal amount, in
certain instances, of the Outstanding Securities of any series to waive, on
behalf of all of the Holders of Securities of such series, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and other Securities issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium or
Make-Whole Amount, if any) and interest on this Security at the times, places
and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
[and herein] set forth, the transfer of this Security is registrable in the
Security Register of the Company upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium or Make-Whole Amount, if any) and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or by his attorney duly authorized
in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

         As provided in the Indenture and subject to certain limitations therein
[and herein] set forth, this Security is exchangeable for a like aggregate
principal amount of Securities of different authorized denominations but
otherwise having the same terms and conditions, as requested by the Holder
hereof surrendering the same.

         The Securities of this series are issuable only in registered form
[without coupons] in denominations of $_______ and any integral multiple
thereof.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be


                                      A-6


<PAGE>


overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

         No Holder shall have any recourse under or upon any obligation,
covenant or agreement contained in the Indenture, or any indenture supplemental
thereto, or this Security, or because of any indebtedness evidenced thereby,
including the payment of the principal of or premium or Make-Whole Amount, if
any, or the interest on this Security, or for any claim based hereon, or
otherwise in respect hereof, against (i) Boston Properties or any other past,
present or future partner in the Company, (ii) any other person or entity which
owns an interest, directly or indirectly, in any partner of the Company, or
(iii) any past, present or future stockholder, employee, officer or director, as
such, of the Company or Boston Properties or any successor under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise. Each Holder hereof, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waives and releases all such liability by accepting this Security. The
waiver and release are part of the consideration for the issue of the Security.

         The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.




























                                      A-7


<PAGE>



                                   EXHIBIT B

                             FORMS OF CERTIFICATION

                                   EXHIBIT B-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

         [Insert title or sufficient description of Securities to be delivered]

         This is to certify that, as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise Boston Properties Limited Partnership or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

         As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

         We undertake to advise you promptly by tested telex or by telecopy on
or prior to the date on which you intend to submit your certification relating
to the above-captioned Securities held by you for our account in accordance with
your operating procedures if any applicable statement herein is not correct on
such date, and in the absence of any such notification it may be assumed that
this certification applies as of such date.

         This certificate excepts and does not relate to [U.S.$ ] of such
interest in the above-captioned Securities in respect of which we


                                      B-1


<PAGE>


are not able to certify and as to which we understand an exchange for an
interest in a permanent Global Security or an exchange for and delivery of
definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify.

         We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: ________, ____
[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii)
the relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable]

                                           [Name of Person Making Certification]



                                            ------------------------------------
                                            (Authorized Signature)
                                            Name:
                                            Title:















                                      B-2


<PAGE>


                                   EXHIBIT B-2

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
               AND CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF
                 A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
               OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

         [Insert title or sufficient description of Securities to be delivered]

         This is to certify that, based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$ ] principal amount of
the above-captioned Securities (i) is owned by person(s) that are not citizens
or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source ("United States person(s)"), (ii) is
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v) are herein referred to as "financial
institutions") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such financial institution has agreed, on its own behalf or through its
agent, that we may advise Boston Properties Limited Partnership or its agent
that such financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) is owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, to the further effect, that financial institutions described in clause
(iii) above (whether or not also described in clause (i) or (ii)) have certified
that they have not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions.

         As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "Possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

         We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary Global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.


                                      B-3


<PAGE>


         We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: _______ ____

         [To be dated no earlier than the Exchange Date or the relevant Interest
Payment Date occurring prior to the Exchange Date, as applicable]

                                          [Morgan Guaranty Trust Company of New
                                           York, Brussels Office, as Operator
                                           of the Euroclear System] [Clearstream
                                           Banking Luxembourg]



                                          By:___________________________________























                                      B-4