ex4-2



EXHIBIT 4.2











EOP OPERATING LIMITED PARTNERSHIP,


Issuer,


EQUITY OFFICE PROPERTIES TRUST,


Guarantor


and


U.S. BANK TRUST NATIONAL ASSOCIATION,


Trustee










FIRST SUPPLEMENTAL INDENTURE


Dated as of June 18, 2001










Senior Debt Securities





 









FIRST SUPPLEMENTAL INDENTURE


      THIS FIRST SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture”), is
entered into as of June 18, 2001, among EOP OPERATING LIMITED PARTNERSHIP, a
Delaware limited partnership (the “Issuer”), having its principal offices at
Two North Riverside Plaza, Suite 2100, Chicago, Illinois 60606, EQUITY OFFICE
PROPERTIES TRUST, a Maryland real estate investment trust (the “Guarantor”),
having its principal offices at Two North Riverside Plaza, Suite 2100, Chicago,
Illinois 60606 and U.S. BANK TRUST NATIONAL ASSOCIATION, a bank duly organized
and existing under the laws of the United States, as Trustee hereunder (the
“Trustee”), having its Corporate Trust Office at 100 Wall Street, 16th floor,
New York, New York 10004.


      WHEREAS, the Issuer and the Trustee entered into that certain Indenture
dated as of August 29, 2000 (the “Original Indenture”), relating to the
Issuer’s senior debt securities;


      WHEREAS, the Issuer, the Guarantor and the Trustee desire under this
Supplemental Indenture to provide for the Guarantee in respect of the
Guaranteed Securities (each as defined herein), to establish the terms of the
Guarantee and to provide for the rights, obligations and duties of the Trustee
with respect to the Guarantee;


      WHEREAS, pursuant to Section 901 of the Indenture, the Issuer, the
Guarantor and the Trustee may enter into this Supplemental Indenture without
the consent of any Holders;


      WHEREAS, the Issuer, the Guarantor and the Trustee have duly authorized
the execution and delivery of this Supplemental Indenture to modify and
supplement the Original Indenture as set forth herein and have done all things
necessary to make this Supplemental Indenture a valid agreement of the parties
hereto, in accordance with its terms;


      NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration the
receipt of which is hereby acknowledged, and for the equal and proportionate
benefit of the Holders of the Securities, the Issuer, Guarantor and the Trustee
agree as follows:


ARTICLE ONE

DEFINITIONS


      Section 1.01. Definitions. Capitalized terms used in this Supplemental
Indenture and not otherwise defined herein shall have the meanings assigned to
such terms in the Original Indenture.


ARTICLE TWO

AMENDMENTS


      Section 2.01. Amendments. The following provisions of the Original
Indenture are hereby amended as follows:

 








      (a)  The definitions of “Board of Trustees,” “Indenture” and “Outstanding”
set forth in Section 101 of the Original Indenture are hereby amended and
restated in their entirety to read as follows:



		
	 	“‘Board of Trustees’ means the board of trustees of the General
Partner or the Guarantor, as the case may be, or any committee of
that board duly authorized to act hereunder.”
	 
	 	“‘Indenture’ means the Original Indenture, as amended by the First
Supplemental Indenture, and as otherwise supplemented or amended
from time to time by one or more indentures supplemental thereto or
hereto entered into pursuant to the applicable provisions of the
Indenture, and shall include the terms of a particular series of
Securities established as contemplated by Section 301.”
	 
	 	‘“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
the Security Registrar or delivered to the Trustee or the
Security Registrar for cancellation;
	 
	(ii)		Securities, or portions thereof, for whose
payment or redemption or repayment at the option of the Holder
money in the necessary amount has been theretofore deposited
with the Trustee or any Paying Agent (other than the Issuer or
the Guarantor) in trust or set aside and segregated in trust
by the Issuer or the Guarantor (if the Issuer or the Guarantor
shall act as its own, or authorize the Guarantor to act as,
Paying Agent) for the Holders of such Securities and any
coupons appertaining thereto, provided 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 1402 and 1403, with respect to which the Issuer has
effected defeasance and/or covenant defeasance as provided in
Article Fourteen; and
	 
	(iv)		Securities which have been paid pursuant to
Section 306 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 Issuer;




		
	 	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



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	 	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 or
calculation, upon a declaration of acceleration of the maturity
thereof pursuant to Section 502, (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 301 as of the date such
Security is originally issued by the Issuer, 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 301, and (iv) Securities owned by the Issuer,
the Guarantor or any other obligor upon the Securities or any
Affiliate of the Issuer, the Guarantor or 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
determination or 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 so owned
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 Issuer, the Guarantor
or any other obligor upon the Securities or any Affiliate of the
Issuer or of such other obligor.”



      (b)  Section 101 of the Original Indenture is hereby further amended to add
the following definitions:



		
	 	“‘Guarantee’ means the unconditional guarantee of the payment of
the principal of, or any premium or interest on, or any Additional
Amounts with respect to, the Guaranteed Securities by the
Guarantor, as more fully set forth in Article Seventeen.
	 
	 	‘Guaranteed Securities’ means a series of Securities made subject
to a Guarantee (as set forth in Article Seventeen) pursuant to
Section 301.
	 
	 	‘Guarantor’ means the Person named as such in the first paragraph
of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and
thereafter “Guarantor” shall mean such successor Person.



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	 	‘Guarantor’s Board Resolution’ means a copy of one or more
resolutions, certified by the Secretary or an Assistant Secretary
of the Guarantor to have been duly adopted by the Guarantor’s Board
of Trustees and to be in full force and effect on the date of such
certification, delivered to the Trustee.
	 
	 	‘Guarantor’s Officers’ Certificate’ means a certificate signed by
the Chairman, the President or a Vice President (whether or not
designated by a number or a 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 the
Guarantor, and delivered to the Trustee.
	 
	 	‘Guarantor Request’ and “Guarantor Order’ mean, respectively, a
written request or order signed in the name of the Guarantor by the
Chairman, the President or a Vice President (whether or not
designated by a number or a 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 the
Guarantor, and delivered to the Trustee.”



      (c)  The first paragraph of Section 102 of the Original Indenture is hereby
amended and restated in its entirety to read as follows:



		
	 	      “SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. Except as
otherwise expressly provided in this Indenture, upon any application or
request by the Issuer or the Guarantor to the Trustee to take any action
under any provision of this Indenture, the Issuer or the Guarantor, as
the case may be, shall furnish to the Trustee an Officers’ Certificate or
a Guarantor’s Officers’ Certificate, as the case may be, 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.”



      (d)  The second paragraph of Section 103 of the Original Indenture is
hereby amended and restated in its entirety to read as follows:



		
	 	      “Any certificate or opinion of an officer of the Issuer or the
Guarantor may be based, insofar as it relates to legal matters, upon an
Opinion of Counsel, or a certificate or
representations of or 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 Issuer or the Guarantor, as the case may
be, stating that the information as to such factual matters is in the
possession of the Issuer or the Guarantor, as the case may be, unless
such counsel knows that the certificate or opinion or representations as
to such matters are erroneous.”



4








      (e)  Section 105 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 105. NOTICES, ETC., TO TRUSTEE, ISSUER AND THE GUARANTOR.
Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with




			
	(A)		the Trustee by a Holder, the Guarantor or the Issuer shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust
Office, or
	 
	(B)		the Issuer or the Guarantor 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 Issuer or the Guarantor, as the case may be,
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 Issuer.”



      (f)  Section 108 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 108. SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Indenture by the Issuer or the Guarantor shall bind its
successors and assigns, whether so expressed or not.”



      (g)  Section 115 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 115. JUDGMENT CURRENCY. The Issuer and, if the Securities
are Guaranteed Securities, the Guarantor, jointly and severally, agree to
the fullest extent that they may effectively do so under applicable law,
that (a) if for the purpose of obtaining judgment in any court it is
necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of
any series (the “Required Currency”) into a currency in which a judgment
will be rendered (the “Judgment Currency”), the rate of exchange used
shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency
on the New York Banking Day preceding that on which a final unappealable
judgment is given and (b) their obligations under this Indenture to make
payments in the Required Currency (i) shall not be discharged or
satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with clause (a)), in any currency
other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full
amount of the Required Currency expressed to be payable in respect of
such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency
the



5











		
	 	amount, if any, by which such actual receipt shall fall short of the
full amount of the Required Currency so expressed to be payable, and
(iii) shall not be affected by judgment being obtained for any other sum
due under this Indenture. For purposes of the foregoing, “New York
Banking Day” means any day except a Legal Holiday in The City of New
York.”



      (h)  Section 116 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 116. NONRECOURSE. Unless otherwise provided in the Board
Resolution authorizing a particular series of Securities in accordance
with Section 301, no recourse under or upon any obligation, covenant or
agreement contained in this Indenture, in any Security or coupon
appertaining thereto, or because of any Debt evidenced thereby
(including, without limitation, any obligation or indebtedness relating
to the principal of, or premium or Make-Whole Amount, if any, interest or
any other amounts due, or claimed to be due, on any Security issued
hereunder), or for any claim based thereon or otherwise in respect
thereof, shall be had (i) against any partner other than the Guarantor in
respect of Guaranteed Securities, or any Person which owns an interest,
directly or indirectly, in any partner, in the Issuer, or (ii) against
any promoter, as such, or against any past, present or future
shareholder, officer, trustee or partner, as such, of the Issuer or the
Guarantor or of any successor, either directly or through the Issuer or
the Guarantor 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, all such liability being
expressly waived and released by the acceptance of the Securities by the
Holders thereof and as part of the consideration for the issue of the
Securities. Unless otherwise provided in the Board Resolution
authorizing a particular series of Securities in accordance with Section
301, subject to Article Seventeen in respect of Guaranteed Securities,
the Holders of the Securities hereunder acknowledge by the acceptance of
the Securities that their sole remedies under this Indenture for any
Default by the Issuer in the payment of the principal of, or any premium
or Make-Whole Amount, if any, interest or any amounts due, or claimed to
be due, on any Security, or otherwise, are limited to claims against the
property of the Issuer as provided in Section 503 hereof.”



      (i)  Section 301 of the Original Indenture is hereby amended as follows:




			
	(1)		the second paragraph of Section 301 is hereby
amended and restated in its entirety to read as follows:




		
	 	“The Securities may be issued in one or more series. There
shall be established in one or more Board Resolutions and
Guarantor’s Board Resolutions (with respect to Guaranteed
Securities) or pursuant to authority granted by one or more
Board Resolutions and Guarantor’s Board Resolutions (with
respect to Guaranteed Securities) and, subject to Section
303, set forth, or determined in the manner provided, in an
Officers’ Certificate and Guarantor’s Officers’ Certificate
(with respect to Guaranteed Securities), or established in
one or more indentures



6











			
	 	 	supplemental hereto, prior to the
issuance of Securities of any series, any or all of the
following, as applicable (each of which (except for the
matters set forth in clauses (1), (2) and (16) below), if so
provided, may be determined from time to time by the Issuer
with respect to unissued Securities of the series when issued
from time to time):”




			
	(2)	 	a new subparagraph (27) is hereby added to the
list of matters that may be determined by the Issuer from time
to time with respect to unissued Securities of a series when
issued from time to time, to read as follows:




			
	 	 	“(27) if the Securities of the series are to be Guaranteed
Securities;”




			
	(3)	 	the last paragraph of Section 301 is hereby
amended and restated in its entirety to read as follows:
	 
	 	 	“If any of the terms of the Securities of any series are
established by action taken pursuant to one or more Board
Resolutions or Guarantor’s Board Resolutions, a copy of an
appropriate record of such action(s) shall be certified by
the Secretary or an Assistant Secretary of the General
Partner or the Guarantor, as the case may be, and delivered
to the Trustee at or prior to the delivery of the Officers’
Certificate and the Guarantor’s Officers’ Certificate setting
forth the terms of the Securities of such series.”



      (j)  Section 303 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities and any coupons appertaining thereto shall be executed on
behalf of the Issuer by the General Partner by its Chairman of the Board,
its President or one of its Vice Presidents (whether or not designated by
a number or word or words added before or after the title “vice
president”) and attested by its Secretary or one of its Assistant
Secretaries and, if such Securities are Guaranteed Securities, on behalf
of the Guarantor by its Chairman of the Board, its President or one of
its Vice Presidents
(whether or not so designated by a number or word or words added
before or after the title “vice president”). 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 or coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the General
Partner or the Guarantor, as the case may be, shall bind the Issuer or
the Guarantor, as the case may be, 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.



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	 	      At any time and from time to time after the execution and delivery
of this Indenture, the Issuer may deliver the Securities of any series,
together with any coupon appertaining thereto, executed by the Issuer to
the Trustee for authentication, together with an Issuer Order for the
authentication and delivery of such Securities, and the Trustee in
accordance with the Issuer 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 301, 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 CEDEL, with a
copy to the Trustee, as the case may be, in the form set forth in Exhibit
A-1 to this Indenture or such other certificate as may be specified with
respect to any series of Securities pursuant to Section 301, 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 Bearer Security, then, for
purposes of this Section and Section 304, 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 306, 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 Issuer 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 entitled to receive,
and (subject to TIA Section 315(a) through 315(d)) shall be fully
protected in relying upon:




			
	(a)	 	an Opinion of Counsel stating that:




			
	(1)	 	the terms and the form or forms of
such Securities and any coupons have been established in
conformity with the provisions of this Indenture; and
	 
	(2)	 	such Securities, together with any
coupons appertaining thereto, when completed by
appropriate insertions and executed and delivered by the
Issuer 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 Issuer in the manner and subject to any conditions
specified in such 



8









		
	 	Opinion of Counsel, will constitute
legal, valid and binding obligations of the Issuer,
enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization and
other similar laws of general applicability relating to
or affecting the enforcement of creditors’ rights
generally and to general equitable principles and will
entitle the Holders thereof to the benefits of this
Indenture, including the Guarantee if such Securities
are Guaranteed Securities; and




			
	(b)	 	an Officers’ Certificate and a Guarantor’s
Officers’ Certificate, if such Securities are Guaranteed
Securities, 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, 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 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 301 and of the second
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 or a Guarantor’s Officers’ Certificate otherwise required
pursuant to Section 301 or an Issuer Order, or an Opinion of Counsel or
an Officers’ Certificate or a Guarantor’s Officers’ Certificate otherwise
required pursuant to the second 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 301.
	 
	 	      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 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 shall
have been authenticated and delivered hereunder but never issued and sold
by the Issuer, and the Issuer shall deliver such Security to the Trustee
for cancellation as provided in Section 309 together with a written
statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has
never been issued and sold by the Issuer, for all purposes of this
Indenture 



9









		
	 	such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of
this Indenture.”



      (k)  Section 305 of the Original Indenture is hereby amended as follows:



		
	 	      (1) the third paragraph of Section 305 is hereby amended and
restated in its entirety to read as follows:
	 
	 	      “Unless otherwise specified with respect to any series of
Securities as contemplated by Section 301, 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 303) set forth in the applicable Officers’ Certificate, or
in any indenture supplemental hereto, delivered as contemplated by
Section 301, 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
Issuer and the Guarantor (if such Bearer Securities are Guaranteed
Securities) 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 Issuer and the Guarantor (if such
Bearer Securities are Guaranteed Securities) 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 1002, interest 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 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 



10









		
	 	so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to
receive.”
	 
	 	      (2) the sixth paragraph of Section 305 is hereby amended and
restated in its entirety to read as follows:
	 
	 	      “All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Issuer
and the Guarantor (if such Securities are Guaranteed Securities),
respectively, and entitled to the same benefits under this
Indenture as the Securities surrendered upon such registration of
transfer or exchange.”



      (l)  The fifth paragraph of Section 306 of the Original Indenture is hereby
amended and restated in its entirety to read as follows:



		
	 	      “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 Issuer and the Guarantor (if such Security
is a Guaranteed Security), 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 thereunder.”



      (m)  Subparagraph (d) of Section 501 of the Original Indenture is hereby
amended and restated in its entirety to read as follows:



		
	 	“(d) default in the performance, or breach, of any covenant or
warranty of the Issuer or the Guarantor in this Indenture with
respect to any Security of that series (other than a covenant or
warranty a default in the performance or the breach of which is
elsewhere in this Section specifically dealt with), 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 Issuer and the
Guarantor by the Trustee or to the Issuer, the Guarantor 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”



      (n)  Section 509 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 509. 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 Issuer, the Guarantor, the Trustee and the 



11









		
	 	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.”



      (o)  Subparagraphs (e), (f) and (i) of Section 602 of the Original
Indenture are hereby amended and restated in their entirety to read as follows:



			
	“(e)	 	any request or direction of the Issuer or
Guarantor mentioned herein shall be sufficiently evidenced by
an Issuer Request or Issuer Order or Guarantor Request or
Guarantor Order, as the case may be, in each case, other than
delivery of any Security, together with any coupons
appertaining thereto, to the Trustee for authentication and
delivery pursuant to Section 303 which shall be sufficiently
evidenced as provided therein, and any resolution of the Board
of Trustees may be sufficiently evidenced by a Board
Resolution or Guarantor’s Board Resolution, as applicable;
	 
	(f)	 	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 or, if such matter pertains to the Guarantor, a
Guarantor’s Officers’ Certificate;”
	 
	“(i)	 	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, but 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 Issuer and the Guarantor (if any
Guaranteed Securities are outstanding), personally or by agent
or attorney following reasonable notice to the Issuer and the
Guarantor;”



      (p)  Section 609 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 609. 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 shall execute, acknowledge and deliver to
the Issuer, the Guarantor 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



12









			
	 	 	request of the Issuer, the Guarantor 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 and money held by such
retiring Trustee hereunder, subject nevertheless to its claim,
if any, provided for in Section 606.
	 
	(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 Issuer, the Guarantor, 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 Trustee’s
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 Issuer, the Guarantor, or such 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
Issuer and the Guarantor 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, as the case may
be.



13









			
	(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.”



      (q)  Section 703 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 703. REPORTS BY ISSUER AND GUARANTOR. Each of the Issuer
and, if any Guaranteed Securities are outstanding, the Guarantor will,
pursuant to TIA Section 314(a):




			
	(a)	 	file with the Trustee, within 15 days after it 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 it may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if it is not required to file information,
documents or reports pursuant to either of said Sections, then
it shall 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;
	 
	(b)	 	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 it with the conditions and covenants of this
Indenture as may be required from time to time by such rules
and regulations; and
	 
	(c)	 	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 it pursuant to Section 1010 and
paragraphs (a) and (b) of this Section as may be required by
rules and regulations prescribed from time to time by the
Commission.




		
	 	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 the
covenants hereunder.”



      (r)   Section 704 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:

14









		
	 	      “SECTION 704. ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS. In accordance with TIA Section 312(a), the Issuer and the
Guarantor (with respect to Securities of each series that are Guaranteed
Securities) will furnish or cause to be furnished to the Trustee:




			
	(a)	 	semiannually, not later than 15 days after the Regular Record
Date for interest of 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 Issuer or the Guarantor
(with respect to Securities of each series that are Guaranteed
Securities) 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.”



      (s)   Section 801 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 801. CONSOLIDATIONS AND MERGERS OF ISSUER OR GUARANTOR AND
SALES, LEASES AND CONVEYANCE PERMITTED
SUBJECT TO CERTAIN CONDITIONS. Each of the Issuer and the Guarantor may
consolidate with, or sell, lease or convey all or substantially all of
its assets to, or merge with or into, any other Person, provided that (a)
the Issuer or the Guarantor, in the event Guaranteed Securities are
outstanding, shall be the continuing corporation, or the successor Person
or its transferees or assignees of such assets (if other than the Issuer
or the Guarantor, in the event Guaranteed Securities are outstanding),
formed by or resulting from any such consolidation or merger or which
shall have received the transfer of such assets by lease (subject to the
continuing obligations of Issuer and the Guarantor set forth in Section
802) or otherwise, either directly or indirectly, shall expressly assume
the payment of the principal of (and premium, if any) and interest on all
the Securities, in the case of the Issuer, or the obligations of the
Guarantor under the Guarantee (if the Securities include Guaranteed
Securities) and the due and punctual performance and observance of all of
the other covenants and conditions in this Indenture; (b) the successor
Person formed by or resulting from any such consolidation or merger or
which shall have received the transfer of assets pursuant to this Section
801 shall be a United States Person; and (c) immediately after giving
effect to such transaction and treating any Debt which becomes an
obligation of the Issuer or any Subsidiary as a result thereof as having
been incurred by the Issuer 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 such an Event of Default, shall have
occurred and be continuing.”



15








      (t)  Section 802 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 802. 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 Issuer or the Guarantor, as
the case may be, 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 Issuer or the Guarantor, as the case may be, any or all of
the Securities issuable hereunder which theretofore shall not have been
signed by the Issuer or the Guarantor, as the case may be, and delivered
to the Trustee; and, upon the order of such successor corporation,
instead of the Issuer or the Guarantor, as the case may be, 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 Issuer or the Guarantor, as the case may be, 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 rank and benefits 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.”



      (u)  Section 803 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 803. OFFICERS’ CERTIFICATE AND OPINION OF COUNSEL. Any
consolidation, merger, sale, lease or conveyance permitted under Section
801 is also subject to the condition that the Trustee receive an
Officers’ Certificate or a Guarantor’s Officers’ Certificate, as
applicable, 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.”



      (v)  The first paragraph and subparagraphs (a) and (b) of Section 901 of
the Original Indenture are hereby amended and restated in their entirety to
read as follows:



		
	 	      “SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders of Securities or coupons, the Issuer
(when authorized pursuant to a Board Resolution), the Guarantor (when
authorized 



16









		
	 	pursuant to a Guarantor’s 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:




			
	(a)	 	to evidence the succession of another Person to
the Issuer or the Guarantor, or the addition of another Person
and the assumption by any such successor or additional Person
of the covenants of the Issuer or the Guarantor, as the case
may be, contained herein and in the Securities; or
	 
	(b)	 	to add to the covenants of the Issuer or the
Guarantor, 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 Issuer or the Guarantor.”



      (w)  Section 902 of the Original Indenture is hereby amended as follows:



		
	 	        (1)  the first paragraph of Section 902 is hereby amended and
restated in its entirety to read as follows:




		
	 	        “SECTION 902. 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 Issuer, the Guarantor (if the Securities are Guaranteed
Securities) and the Trustee, the Issuer, when authorized by or
pursuant to a Board Resolution, the Guarantor (when authorized by
or pursuant to a Guarantor’s 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;”
	 
	 	(2)   a new subparagraph (d) is hereby added to Section 902 to read as
follows:
	 
	 	“(d) modify or affect the terms and conditions of the obligations
of the Guarantor in respect of the due and punctual payment of
principal of, or any premium or interest on, or any sinking fund
requirements or Additional Amounts with respect to, Guaranteed
Securities,”



      (x)     Section 907 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	         “SECTION 907. NOTICE OF SUPPLEMENTAL INDENTURES. Promptly after
the execution by the Issuer, the Guarantor and the Trustee of any
supplemental 



17









		
	 	indenture pursuant to the provisions of Section 902, the
Issuer shall give notice thereof to the Holders of each Outstanding
Security affected, in the manner provided for in Section 106, setting
forth in general terms the substance of such supplemental indenture.”



      (y)  Section 1010 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 1010. PROVISION OF FINANCIAL INFORMATION. Whether or not
the Issuer or the Guarantor is subject to Section 13 or 15(d) of the
Exchange Act, and for so long as any Securities are outstanding, the
Issuer and, if any Guaranteed Securities are outstanding, the Guarantor
will, to the extent permitted under the Exchange Act, file with the
Commission the annual reports, quarterly reports and other documents
which they would have been required to file with the Commission pursuant
to such Section 13 or 15(d) (the “Financial Statements”) if they were so
subject, such documents to be filed with the Commission on or prior to
the respective dates (the “Required Filing Dates”) by which they would
have been required so to file such documents if they were so subject.
	 
	 	      Each of the Issuer and, if any Guaranteed Securities are
outstanding, the Guarantor, will also in any event (x) within 15 days of
each Required Filing Date (i) transmit by mail to all Holders, as their
names and addresses appear in the Security
Register, without cost to such Holders, copies of the annual reports and
quarterly reports which it would have been required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act if it were
subject to such Sections, and (ii) file with the Trustee copies of the
annual reports, quarterly reports and other documents which it would have
been required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act if it were subject to such Sections, and (y) if
filing such documents by it with the Commission is not made under the
Exchange Act, promptly upon written request and payment of the reasonable
cost of duplication and delivery, supply copies of such documents to any
prospective Holder.”



      (z)  Section 1011 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 1011. STATEMENT AS TO COMPLIANCE. Each of the Issuer and
the Guarantor (if there are Guaranteed Securities outstanding) shall
deliver to the Trustee, within 120 days after the end of each fiscal
year, a written statement (which need not be contained in or accompanied
by an Officers’ Certificate or Guarantor’s Officers’ Certificate) signed
by the principal executive officer, the principal financial officer or
the principal accounting officer of the General Partner of the Issuer and
the Guarantor, stating that:




			
	(a)	 	a review of the activities of the Issuer and the
Guarantor (in the event Guaranteed Securities are
outstanding), during such year and of its performance under
this Indenture has been made under his or her supervision, and



18









			
	(b)	 	to the best of his or her knowledge, based on
such review, (i) the Issuer and the Guarantor (in the event
Guaranteed Securities are outstanding) have complied with all
the conditions and covenants imposed on it under this
Indenture throughout such year, or, if there has been a
default in the fulfillment of any such condition or covenant,
specifying each such default known to him or her and the
nature and status thereof, and (ii) no event has occurred and
is continuing which is, or after notice or lapse of time or
both would become, an Event of Default, or, if such an event
has occurred and is continuing, specifying each such event
known to him and the nature and status thereof.”



      (aa) Section 1013 of the Original Indenture is hereby amended and restated
in its entirety to read as follows:



		
	 	      “SECTION 1013. WAIVER OF CERTAIN COVENANTS. The Issuer or the
Guarantor, as the case may be, may omit in any particular instance to
comply with any term, provision or condition set forth in Sections 1004
to 1011, 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 each series affected by such omission, 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 Issuer and the Guarantor and the duties of the Trustee in respect of
any such term, provision or condition shall remain in full force and
effect.”



      (bb) Section 1402 and 1403 of the Original Indenture are hereby amended
and restated in their entirety to read as follows:



		
	 	      “SECTION 1402. DEFEASANCE AND DISCHARGE. Upon the Issuer’s
exercise of the above option applicable to this Section with respect to
any Securities of or within a series, the Issuer and the Guarantor (with
respect to Guaranteed Securities) shall be deemed to have been discharged
from their obligations with respect to such Outstanding Securities and
any coupons appertaining thereto on the date the conditions set forth in
Section 1404 are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that each of the Issuer and the Guarantor
(with respect to Guaranteed Securities) 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 1405 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 written direction and expense of the
Issuer, 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 1404 and as more fully set forth in
such 



19









		
	 	Section, payments in respect of the principal of (and premium or
Make-Whole Amount, if any) and interest and Additional Amounts, if any,
on such Securities and any coupons appertaining thereto when such
payments are due and any right of such Holder to exchange such Securities
for other Securities, (B) the Issuer’s obligations with respect to such
Securities and the Guarantor’s obligations with respect to Guaranteed
Securities under Sections 305, 306, 1002 and 1003 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated
by Section 1012 (but only to the extent that the Additional Amounts
payable with respect to such Securities exceed the amount deposited in
respect of such Additional Amounts pursuant to Section 1404 below), (C)
the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (D) this Article. Subject to compliance with this Article
Fourteen, the Issuer may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities and any coupons appertaining thereto.
	 
	 	      SECTION 1403. COVENANT DEFEASANCE. Upon the Issuer’s exercise of
the above option applicable to this Section with respect to any
Securities of or within a series, each of the Issuer and the Guarantor
(with respect to any Guaranteed Securities) shall be released from their
obligations under Sections 1004 to 1011, inclusive, and, if
specified pursuant to Section 301, its obligations under any other
covenant, with respect to such Outstanding Securities and any coupons
appertaining thereto on and after the date the conditions set forth in
Section 1404 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 any such 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 Issuer and the
Guarantor 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 501(d) or 501(h) 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.”



      (cc) A new Article Seventeen is hereby added to the Original Indenture to
read as follows:


“ARTICLE SEVENTEEN

GUARANTEE


      GUARANTEE. The Guarantee set forth in this Article Seventeen shall only
be in effect with respect to Securities of a series to the extent such
Guarantee is made applicable to such series in accordance with Section 301.
The Guarantor hereby unconditionally guarantees to each Holder of a Guaranteed
Security authenticated and delivered by the Trustee the due and punctual
payment of the principal of, any premium and interest on, and any Additional
Amounts with

20








respect to, such Guaranteed Security, whether at maturity, by
acceleration, redemption, repayment or otherwise, in accordance with the terms
of such Guaranteed Security and this Indenture. In case of the failure of the
Issuer punctually to pay any such principal, premium, interest or Additional
Amounts, the Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at
maturity, upon acceleration, redemption, repayment or otherwise, and as if such
payment were made by the Issuer.


      The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety, and shall be absolute, irrevocable and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any Guaranteed Security or this Indenture,
any failure to enforce the provisions of any Guaranteed Security or this
Indenture, or any waiver, modification, consent or indulgence granted with
respect thereto by the Holder of such Guaranteed Security or the Trustee, the
recovery of any judgment against the Issuer or any action to enforce the same,
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event
of merger, insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest or notice with respect to any such
Guaranteed Security or the Indebtedness evidenced thereby and all demands
whatsoever, and covenants that this Guarantee will not be discharged except by
payment in full of the principal of, any premium and interest on, and any
Additional Amounts required with respect to, the Guaranteed Securities and the
complete performance of all other obligations contained in the Guaranteed
Securities.


      This Guarantee shall continue to be effective or be reinstated, as the
case may be, if at any time payment on any Guaranteed Security, in whole or in
part, is rescinded or must otherwise be repaid to the Issuer or the Guarantor
upon the bankruptcy, liquidation or reorganization of the Issuer, the Guarantor
or otherwise.


      The Guarantor shall be subrogated to all rights of the Holder of any
Guaranteed Security against the Issuer in respect of any amounts paid to such
Holder by the Guarantor pursuant to the provisions of this Guarantee; provided,
however, that the Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon, such right of subrogation until the
principal of, any premium and interest on, and any Additional Amounts required
with respect to, all Guaranteed Securities shall have been paid in full.”


      Section 2.02. Trustee’s Acceptance. The Trustee hereby accepts this
Supplemental Indenture and agrees to perform the same under the terms and
conditions set forth in the Indenture.

21








ARTICLE III

MISCELLANEOUS


      Section 3.01. Relation to Original Indenture. This Supplemental
Indenture supplements the Original Indenture and shall be a part and subject to
all the terms thereof. Except as supplemented hereby, all of the terms,
provisions and conditions of the Original Indenture and the Securities issued
thereunder shall continue in full force and effect.


      Section 3.02. Concerning the Trustee. The Trustee shall not be
responsible for any recital herein (other than the second and fourth recitals
as they appear and as they apply to the Trustee) as such recitals shall be
taken as statements of the Issuer and the Guarantor, or the validity of the
execution by the Issuer or the Guarantor of this Supplemental Indenture. The
Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.


      Section 3.03. Effect of Headings. The Article and Section headings
herein are for convenience of reference only and shall not affect the
construction hereof.


      Section 3.04. Counterparts. This Supplemental Indenture may be executed
in counterparts, each of which shall be deemed an original, but all of which
shall together constitute one and the same instrument.


      Section 3.05. Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.


[signature pages follow]


22









      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.



	 
	EOP OPERATING LIMITED PARTNERSHIP
	 
	By:        Equity Office Properties Trust,

      as its General Partner
	 
	      By:   /s/
STANLEY M. STEVENS


	            Name:   Stanley
M. Stevens

            Title:  Executive
Vice President








	 
	Attest:
	 
	/s/
ROBIN MARIELLA


	Name:   
Robin Mariella
Title:  
Assistant Secretary






	 
	EQUITY OFFICE PROPERTIES TRUST
	 
	By:   /s/
STANLEY M. STEVENS


	            Name:   Stanley
M. Stevens

            Title:  Executive
Vice President







	 
	Attest:
	 
	/s/
ROBIN MARIELLA


	Name:   
Robin Mariella
Title:  
Assistant Secretary





23











	 
	U.S. BANK TRUST NATIONAL ASSOCIATION,

as Trustee
	 
	      By:   /s/
JULIE EDDINGTON


	            Name: 
Julie Eddington

            Title:  
Assistant Vice President






	 
	Attest:
	 
	/s/ LORI ANNE ROSENBERG


	Name: 
Lori Anne Rosenberg
Title:  
Assistant Vice President





24







      STATE OF ILLINOIS     )


                                          
     )    ss:


      COUNTY OF COOK     )


      On the 18th day of
June, 2001, before me personally came
Stanley M. Stevens, to me known, who, being by me duly sworn, did
depose and say that he is an Executive Vice President of
EQUITY OFFICE PROPERTIES TRUST, the general partner of EOP OPERATING LIMITED
PARTNERSHIP, one of the parties described in and which executed the foregoing
instrument, and that he signed his name thereto by authority of the Board of
Trustees.


{Notarial Seal}



	 
	/s/ PATRICIA G. GREINER

Notary Public

COMMISSION EXPIRES: 12/16/03










      STATE OF ILLINOIS      )


                                          
      )    ss:


      COUNTY OF COOK      )

      On the 18th day of
June, 2001, before me personally came
Stanley M. Stevens, to me known, who, being by me duly sworn, did
depose and say that he is an Executive Vice President of
EQUITY OFFICE PROPERTIES TRUST, one of the parties described in and which
executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Trustees.


{Notarial Seal}



	 
	/s/ PATRICIA G. GREINER
Notary Public

COMMISSION EXPIRES: 12/16/03



25








      STATE OF          MINNESOTA        )



                                          
                       )
  ss:


      COUNTY
OF          RAMSEY          )


      On the 18th day of
June, 2001, before me personally came
Julie Eddington, to me known, who, being by me duly sworn, did depose and say
that he is Assistant Vice President of U.S. BANK TRUST NATIONAL ASSOCIATION, as
Trustee, one of the parties described in and which executed the foregoing
instrument, and that he is authorized to sign his name thereto on behalf of the
Trustee.


{Notarial Seal}




	 
	/s/ LAURA MATHIAS

Notary Public

COMMISSION EXPIRES: 1/31/05



26