_ _________________________________________________________________





ESSEX
      PORTFOLIO, L.P., as Issuer





ESSEX
      PROPERTY TRUST, INC., as Guarantor





WELLS
      FARGO BANK, N.A., as Trustee


___________________________________________________








**INDENTURE**





Dated
      as
      of





October
      28, 2005





________________________________________________








**3.625%
      Exchangeable Senior Notes due 2025**











__________________________________________________________________











**TABLE
      OF CONTENTS**





**PAGE**


**ARTICLE
      1**


Definitions




Section
      1.01 . *Definitions*               
      1




**ARTICLE
      2**


Issue,
      Description, Execution, Registration and Exchange of Notes




Section
      2.01*.
      Designation Amount and Issue of Notes*10


Section
      2.02 *.
      Form of Notes*           11


Section
      2.03 *.
      Date and Denomination of Notes* ; *Payments of Interest*     12


Section
      2.04 *.
      Execution of Notes*             
      14


Section
      2.05 *.
      Exchange and Registration of Transfer of Notes* ; *Restrictions on Transfer*    
14


Section
      2.06 *.
      Mutilated, Destroyed, Lost or Stolen Notes*               20


Section
      2.07 *.
      Temporary Notes* 21


Section
      2.08 *.
      Cancellation of Notes*                   
      21


Section
      2.09 *.
      CUSIP Numbers*22




**ARTICLE
      3**


Redemption
      and Repurchase of Notes




Section
      3.01 *.
      Optional Redemption of Notes*                        
      22


Section
      3.02 *.
      Notice of Optional Redemption* ; *Selection of Notes*        
       22


Section
      3.03 *.
      Payment of Notes Called for Redemption by the Issuer*              
      24


Section
      3.04 *.
      Sinking Fund*                               
      25


Section
      3.05 *.
      Repurchase at Option of Holders Upon a Fundamental Change*        
      25


Section
      3.06 . *Repurchase
      of Notes at the Option of Holders*        
      27


Section
      3.07 . *Issuer
      Repurchase Notice* .                    
      29


Section
      3.08 *.
      Effect of Repurchase Notice; Withdrawal*30


Section
      3.09 . *Deposit
      of Repurchase Price*               
       31


Section
      3.10 *.
      Notes Repurchased in Part*                   
      32


Section
      3.11 *.
      Repayment to the Issuer*                         
      32




**ARTICLE
      4**


Particular
      Covenants of the Issuer




Section
      4.01 *.
      Payment of Principal, Premium and Interest*         
       32


Section
      4.02 *.
      Maintenance of Office or Agency*                   
      32


Section
      4.03 *.
      Appointments to Fill Vacancies in Trustee’s Office*          
      33


Section
      4.04 *.
      Provisions as to Paying Agent*            
      33


Section
      4.05 *.
      Existence*                
      34


Section
      4.06 *.
      [Intentionally Omitted]*             
      34


Section
      4.07 *.
      Rule 144A Information Requirement*            
      34


Section
      4.08 *.
      Stay, Extension and Usury Laws*         
      35


Section
      4.09 *.
      Compliance Certificate*             
      35


Section
      4.10 . *Additional
      Interest Notice*         35




**ARTICLE
      5**


Noteholders’
      Lists and Reports by the Issuer and the Trustee




Section
      5.01 *.
      Noteholders’ Lists*                       
      36


Section
      5.02 *.
      Preservation and Disclosure of Lists*36


Section
      5.03 *.
      Reports by Trustee*            
      36


Section
      5.04 *.
      Reports by Issuer*               37




**ARTICLE
      6**


Remedies
      of the Trustee and Noteholders on an Event of Default




Section
      6.01 *.
      Events of Default*37


Section
      6.02 *.
      Payments of Notes on Default* ; *Suit
      Therefor*                      
      40


Section
      6.03 *.
      Application of Monies Collected by Trustee*           
      42


Section
      6.04 *.
      Proceedings by Noteholder*                  
      42


Section
      6.05 *.
      Proceedings by Trustee*               
      43


Section
      6.06 *.
      Remedies Cumulative and Continuing*          
      44


Section
      6.07 *.
      Direction of Proceedings and Waiver of Defaults by Majority of
      Noteholders*        
      44


Section
      6.08 *.
      Notice of Defaults*              
      45


Section
      6.09 *.
      Undertaking to Pay Costs*           45




**ARTICLE
      7**


The
      Trustee




Section
      7.01 *.
      Duties and Responsibilities of Trustee*            
      45


Section
      7.02 *.
      Reliance on Documents, Opinions, etc.*  
      47


Section
      7.03 *. No
      Responsibility for Recitals, etc.*48


Section
      7.04 *.
      Trustee, Paying Agents, Exchange Agents, Bid Solicitation Agent or*


*Registrar
      May Own
      Notes*            
      48


Section
      7.05 *.
      Monies to be Held in Trust*                      
      49


Section
      7.06 *.
      Compensation and Expenses of Trustee*          
      49


Section
      7.07 *.
      Officers’ Certificate as Evidence*            
      49


Section
      7.08 *.
      Conflicting Interests of Trustee*               50


Section
      7.09 *.
      Eligibility of Trustee*50


Section
      7.10 *.
      Resignation or Removal of Trustee*                   
      50


Section
      7.11 *.
      Acceptance by Successor Trustee*           
      51


Section
      7.12 *.
      Succession by Merger*                    
      52


Section
      7.13 *.
      Preferential Collection of Claims*          
      52




**ARTICLE
      8**


The
      Noteholders




Section
      8.01 *.
      Action by Noteholders*                  
      53


Section
      8.02 *.
      Proof of Execution by Noteholders*                  
      53


Section
      8.03 *.
      Absolute Owners*                 
      53


Section
      8.04 *.
      Issuer-Owned Notes Disregarded*          
      53


Section
      8.05 *.
      Revocation of Consents; Future Holders Bound*                 
      54




**ARTICLE
      9**


Supplemental
      Indentures




Section
      9.01 *.
      Supplemental Indentures Without Consent of Noteholders*         
      54


Section
      9.02 *.
      Supplemental Indenture With Consent of Noteholders*      
      56


Section
      9.03 *.
      Effect of Supplemental Indenture*           
      57


Section
      9.04 *.
      Notation on Notes*57


Section
      9.05 *.
      Evidence of Compliance of Supplemental Indenture to be Furnished to
      Trustee*     
      57




**ARTICLE
      10**


Consolidation,
      Merger, Sale, Conveyance and Lease




Section
      10.01 *.
      Issuer May Consolidate on Certain Terms*              
      58


Section
      10.02 *.
      Issuer Successor to be Substituted*                 
      58


Section
      10.03 *.
      Guarantor May Consolidate on Certain Terms*      59


Section
      10.04 *.
      Guarantor Successor to be Substituted*        
      60




**ARTICLE
      11**


Satisfaction
      and Discharge of Indenture




Section
      11.01 *.
      Discharge of Indenture*              
      60


Section
      11.02 *.
      Deposited Monies to be Held in Trust by Trustee*             
      61


Section
      11.03 *.
      Paying Agent to Repay Monies Held*            
      61


Section
      11.04 *.
      Return of Unclaimed Monies*62


Section
      11.05 *.
      Reinstatement*                   
      62




**ARTICLE
      12**


Immunity
      of Incorporators, Stockholders, Officers and Directors




Section
      12.01 *.
      Indenture and Notes Solely Corporate Obligations*62




**ARTICLE
      13**


Exchange
      of Notes




Section
      13.01 *.
      Right to Exchange*63


Section
      13.02 *.
      Exercise of Exchange Right* ; *No
      Adjustment for Interest or Dividends*66


Section
      13.03 *.
      Cash Payments in Lieu of Fractional Shares*68


Section
      13.04 *.
      Exchange Rate*                  69


Section
      13.05 *.
      Adjustment of Exchange Rate              
      6*9


Section
      13.06 *.
      Change in Exchange Right Upon Certain Reclassifications,*


*Business
      Combinations
      and Asset Sales*        
      78


Section
      13.07 *.
      Taxes on Shares Issued*              
      80


Section
      13.08 *.
      Reservation of Shares, Shares to be Fully Paid* ; *Compliance with*


*Governmental
      Requirements* ; *Listing of Common Stock*              80


Section
      13.09 *.
      Responsibility of Trustee*            81


Section
      13.10 . *Notice
      to Holders Prior to Certain Actions*             81


Section
      13.11 *.
      Stockholder Rights Plans*           82


Section
      13.12 . *Settlement
      Upon Exchange*82


Section
      13.13 . *Exchange
      Rate Adjustment After Certain Fundamental Changes* 84


Section
      13.14 . *Exchange
      Right After Public Acquirer Change of Control*         86


Section
      13.15 *.
      Ownership Limit; Withholding Tax*                 87


Section
      13.16 *.
      Calculation In Respect of Notes*87




**ARTICLE
      14**


Guarantee




Section
      14.01 *.
      Guarantee*                          
      87


Section
      14.02 . *Execution
      and Delivery of Guarantee*           
      89


Section
      14.03 . *Limitation
      of Guarantor’s Liability; Certain Bankruptcy Events*                   
      89


Section
      14.04 . *Application
      of Certain Terms and Provisions to the Guarantor.*          90




**ARTICLE
      15**


Miscellaneous
      Provisions




Section
      15.01 *.
      Provisions Binding on Issuer’s Successors*        
      90


Section
      15.02 *.
      Official Acts by Successor Corporation*        
      90


Section
      15.03 *.
      Addresses for Notices, etc.*          91


Section
      15.04 *.
      Governing Law*                 
      91


Section
      15.05 *.
      Evidence of Compliance with Conditions Precedent, Certificates to
      Trustee*        
      91


Section
      15.06 *.
      Legal Holidays*                 
      92


Section
      15.07 *.
      Trust Indenture Act*92


Section
      15.08 *. No
      Security Interest Created*               
      92


Section
      15.09 *.
      Benefits of Indenture*                  
      92


Section
      15.10 *.
      Table of Contents, Headings, etc.*        93


Section
      15.11 *.
      Authenticating Agent*                
      93


Section
      15.12 *.
      Execution in Counterparts*                  
      94


Section
      15.13 *.
      Severability*            94





Exhibit
      A  Form
      of
      Note A-1


Exhibit
      B  Form
      of
      Restrictive Legend for Common Stock Issued Upon Exchange B-1














CROSS-REFERENCE
      TABLE *





**Trust
                Indenture Act Section**
            **Indenture
                Section**310
            (a)(1)
            
            7.09(a)(2)
            
            7.09(a)(3)
            
            N.A.(a)(4)
            
            N.A.(a)(5)
            
            N.A.(b)
            
            7.08(c)
            
            N.A.311
            (a)
            
            7.13(b)
            
            7.13(c)
            
            N.A.312
            (a)
            
            5.01(b)
            
            5.02(c)
            
            5.02313
            (a)
            
            5.03(b)
            
            5.03(c)
            
            N.A.(d)
            
            5.03314
            (a)
            
            4.09,
                5.04(b)
            
            N.A.(c)(1)
            
            N.A.(c)(2)
            
            N.A.(c)(3)
            
            N.A.(d)
            
            N.A.(e)
            
            N.A.(f)
            
            N.A.315
            (a)
            
            7.01(b)
            
            6.08(c)
            
            6.05(d)
            
            7.01(e)
            
            6.09316
            (a)(1)(A)
            
            6.07(a)(1)(B)
            
            6.07(a)(2)
            
            N.A.(b)
            
            N.A.(c)
            
            N.A.317
            (a)(1)
            
            N.A.(a)(2)
            
            N.A.(b)
            
            N.A.318
            (a)
            
            N.A.





N.A.
      means not applicable.


* This
      Cross-Reference Table is not part of the Indenture.










**INDENTURE**




INDENTURE
      dated as of October 28, 2005 among Essex Portfolio, L.P., a California limited
      partnership (hereinafter called the å **Issuer** æ),
      Essex
      Property Trust, Inc., a Maryland corporation (hereinafter called the
å **Guarantor** æ
      or, in
      its capacity as general partner of the Issuer, the å **General
      Partner** æ),
      each
      having its principal office at 925 East Meadow Drive, Palo Alto, California
      94303, and Wells Fargo Bank, N.A., as trustee hereunder (hereinafter called
      the
å **Trustee** æ).




Each
      party agrees as follows for the benefit of the other parties and for the equal
      and ratable benefit of the holders of the Issuer’s 3.625% Exchangeable Senior
      Notes due 2025 (hereinafter called the å **Notes** æ)
      on the
      date hereof and the guarantee thereof by the Guarantor.






ARTICLE
      1


Definitions




Section
      1.01  . *Definitions.* The
      terms defined in this Section 1.01 (except as herein otherwise expressly
      provided or unless the context otherwise requires) for all purposes of this
      Indenture and of any indenture supplemental hereto shall have the respective
      meanings specified in this Section 1.01. All other terms used in this Indenture
      that are defined in the Trust Indenture Act (as defined below) or which are
      by
      reference therein defined in the Securities Act (except as herein otherwise
      expressly provided or unless the context otherwise requires) shall have the
      respective meanings assigned to such terms in the Trust Indenture Act and in
      the
      Securities Act as in force at the date of the execution of this Indenture.
      The
      words " **herein,"
      "** **hereof,"
      "** **hereunder"** and
      words of similar import refer to this Indenture as a whole and not to any
      particular Article, Section or other Subdivision. The terms defined in this
      Article include the plural as well as the singular.




"**Additional
      Interest"** has the
      meaning specified for Additional Interest Amount in Section 2(e) of the
      Registration Rights Agreement (as defined below).




"**Additional
      Interest Notice"** has the
      meaning specified in Section 4.09.




"**Additional
      Notes"** has the
      meaning specified in Section 2.01.




"**Additional
      Shares"** has the
      meaning specified in Section 13.13.




"**Adjustment
      Determination Date"** has the
      meaning specified in Section 13.05(m).




"**Adjustment
      Event"** has the
      meaning specified in Section 13.05(m).




*1*




"**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,** æ
      when
      used with respect to any specified Person means the power to direct or cause
      the
      direction of the management and policies of such Person, directly or indirectly,
      whether through the ownership of voting securities, by contract or otherwise,
      and the terms å **controlling** æ
      and
å **controlled** æ
      have
      meanings correlative to the foregoing.




"**Agent
      Members"** has the
      meaning specified in Section 2.05(b).




"**Applicable
      Consideration"** has the
      meaning specified in Section 13.06(a).




"**Bankruptcy
      Law"** means
      Title 11, U.S. Code or any similar federal, state, or foreign law for the relief
      of debtors.




"**Benefited
      Party"** has the
      meaning specified in Section 14.01.




"**Bid
      Solicitation Agent"** means
      the bid solicitation agent appointed by the Issuer to act as set forth in
      Section 13.10, which, initially, shall be the Trustee.




"**Board
      of Directors"** means
      the Board of Directors of the General Partner or a committee of such Board
      duly
      authorized to act for it hereunder.




"**Business
      Day"** means,
      with respect to any Note, each Monday, Tuesday, Wednesday, Thursday and Friday,
      other than a day on which banking institutions in The City of New York are
      authorized or obligated by law or executive order to close.




"**Charter"** means
      the Articles of Amendment and Restatement of the Guarantor dated as of June
      22,
      1995, as amended or supplemented from time to time in accordance with the terms
      thereof and applicable law.




"**Closing
      Sale Price"** of any
      share of Common Stock or other capital stock or similar equity interests or
      other publicly traded securities on any date means the closing sale price per
      share (or, if no closing sale price is reported, the average of the closing
      bid
      and ask prices or, if more than one in either case, the average of the average
      closing bid and the average closing ask prices) on such date as reported on
      the
      principal United States securities exchange on which the shares of Common Stock
      or such other capital stock or similar equity interests or other securities
      are
      traded or, if the shares of Common Stock or such other capital stock or similar
      equity interests or other securities are not listed on a United States national
      or regional securities exchange, as reported by the Nasdaq National Market
      or by
      the National Quotation Bureau Incorporated or another established
      over-the-counter trading market in the United States. The Closing Sale Price
      will be determined without regard to after-hours trading or extended market
      making. In the absence of the foregoing, the Issuer will determine the Closing
      Sale Price on such basis as the Issuer considers appropriate.




*2*


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




"**Common
      Stock"** means
      any stock of any class of the Guarantor which has no preference in respect
      of
      dividends or of amounts payable in the event of any voluntary or involuntary
      liquidation, dissolution or winding up of the Guarantor and which is not subject
      to redemption by the Guarantor. Subject to the provisions of Sections 13.06
      and
      13.14, however, shares issuable on exchange of Notes shall include only shares
      of the class designated as common stock of the Guarantor at the date of this
      Indenture (namely, the Common Stock, par value $.0001) or shares of any class
      or
      classes resulting from any reclassification or reclassifications thereof and
      which have no preference in respect of dividends or of amounts payable in the
      event of any voluntary or involuntary liquidation, dissolution or winding up
      of
      the Guarantor and which are not subject to redemption by the
      Guarantor; *provided* that if
      at any time there shall be more than one such resulting class, the shares of
      each such class then so issuable on exchange shall be substantially in the
      proportion which the total number of shares of such class resulting from all
      such reclassifications bears to the total number of shares of all such classes
      resulting from all such reclassifications.




"**Corporate
      Trust Office"** or other
      similar term, means the designated office of the Trustee at which at any
      particular time its corporate trust business as it relates to this Indenture
      shall be administered, which office is, at the date as of which this Indenture
      is dated, located at 707 Wilshire Boulevard, 17 th Floor,
      Los Angeles, California 90017, Attention: Corporate Trust Services, or at any
      other time at such other address as the Trustee may designate from time to
      time
      by notice to the Company.




"**Current
      Market Price"** has the
      meaning specified in Section 13.05(g)(i).




"**CUSIP"** means
      the Committee on Uniform Securities Identification Procedures.




"**Custodian"** means
      Wells Fargo Bank, N.A., as custodian with respect to the Notes in global form,
      or any successor entity thereto.




"**default"** means
      any event that is, or after notice or passage of time, or both, would be, an
      Event of Default.




"**Defaulted
      Interest"** has the
      meaning specified in Section 2.03.




"**Depositary"** means
      the clearing agency registered under the Exchange Act that is designated to
      act
      as the Depositary for the Global Notes. DTC shall be the initial Depositary,
      until a successor shall have been appointed and become such pursuant to the
      applicable provisions of this Indenture, and thereafter, " **Depositary"** shall
      mean or include such successor.




*3*


"**Determination
      Date"** has the
      meaning specified in Section 13.12(d).




"**DTC"** means
      The Depository Trust Company.




"**Effective
      Date"** has the
      meaning specified in Section 13.13(b).




"**Event
      of Default"** means
      any event specified in Section 6.01 as an Event of Default.




"**ex-dividend
      date"** has the
      meaning specified in Section 13.01(a)(iv).




"**Exchange
      Act"** means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder, as in effect from time to time.




"**Exchange
      Agent"** means
      the exchange agent appointed by the Issuer to act as set forth in Article 13,
      which, initially, shall be the Trustee.




"**Exchange
      Date"** has the
      meaning specified in Section 13.02.




"**Exchange
      Notice"** has the
      meaning specified in Section 13.02.




"**Exchange
      Obligation"** has the
      meaning specified in Section 13.12(a).




"**Exchange
      Price"** on any
      date of determination means $1,000 divided by the Exchange Rate as of such
      date.




"**Exchange
      Rate"** has the
      meaning specified in Section 13.04.




"**Exchange
      Value"** has the
      meaning specified in Section 13.12.




" **Expiration
      Time"** has the
      meaning specified in Section 13.05(f).




"**Fair
      Market Value"** has the
      meaning specified in Section 13.05(g)(ii).




"**Fiscal
      Quarter"** means,
      with respect to the Issuer, the fiscal quarter publicly disclosed by the Issuer.
      The Issuer shall confirm the ending dates of its fiscal quarters for the current
      fiscal year to the Trustee upon the Trustee’s request.




"**Fundamental
      Change"** means
      the occurrence of any of the following events: (1) consummation of any
      transaction or event (whether by means of a share exchange or tender offer
      applicable to the Common Stock, a liquidation, consolidation, recapitalization,
      reclassification, combination or merger of the Guarantor or a sale, lease or
      other transfer of all or substantially all of the consolidated assets of the
      Guarantor) or a series of related transactions or events pursuant to which
      all
      or substantially all of the outstanding shares of Common Stock are exchanged
      for, converted into or constitute solely the right to receive cash, securities
      or other property;




*4*


(2)
      any
åpersonæ or ågroupæ (as such terms are used for purposes of Sections 13(d) and
      14(d) of the Exchange Act, whether or not applicable), other than the Guarantor,
      the Issuer or any wholly owned subsidiary of the Guarantor or the Issuer, is
      or
      becomes the åbeneficial owner,æ directly or indirectly, of more than 50% of the
      total voting power in the aggregate of all classes of capital stock of the
      Guarantor then outstanding entitled to vote generally in elections of directors;
      (3) during any period of 12 consecutive months after the date of original
      issuance of the Notes (for so long as the Guarantor is the general partner
      of
      the Issuer immediately prior to such transaction or series of related
      transactions), persons who at the beginning of such 12 month period constituted
      the Board of Directors, together with any new persons whose election was
      approved by a vote of a majority of the persons then still comprising the Board
      of Directors who were either members of the Board of Directors at the beginning
      of such period or whose election, designation or nomination for election was
      previously so approved, cease for any reason to constitute a majority of the
      Board of Directors; (4) the Guarantor ceases to be the general partner of the
      Issuer or ceases to control the Issuer; *provided* , *however* ,
      that
      the pro rata distribution by the Guarantor to its stockholders of shares of
      its
      capital stock or shares of any of the Guarantor’s other Subsidiaries will not,
      in and of itself, constitute a Fundamental Change for purposes of this
      definition; or (5) the shares of Common Stock cease to be traded on a U.S.
      national or regional securities exchange or quoted on the Nasdaq National Market
      or another established automated over-the-counter trading market in the United
      States. Notwithstanding the foregoing, even if any of the events specified
      in
      the preceding clauses (1) through (5) have occurred, except as indicated below,
      a Fundamental Change will not be deemed to have occurred if either: (A) the
      Closing Sale Price for any five Trading Days within (1) the period of ten (10)
      consecutive Trading Days ending immediately after the later of the Fundamental
      Change and the public announcement of the Fundamental Change, in the case of
      a
      Fundamental Change relating to an acquisition of capital stock, or (2) the
      period of ten (10) consecutive Trading Days ending immediately after the
      Fundamental Change, in the case of a Fundamental Change relating to a merger,
      consolidation or asset sale, in either case, equals or exceeds 105% of the
      applicable Exchange Price on each of those Trading Days; *provided* , *however* ,
      that
      the exception to the definition of Fundamental Change specified in this clause
      (A) shall not apply in the context of a Fundamental Change for purposes of
      Section 13.13 or a Public Acquirer Change of Control for purposes of Section
      13.14; or (B) at least 90% of the consideration (excluding cash payments for
      fractional shares and cash payments made pursuant to dissenters’ appraisal
      rights) in a merger, consolidation or other transaction otherwise constituting
      a
      Fundamental Change consists of shares of common stock (or depositary receipts
      or
      other certificates representing common equity interests) traded on a national
      or
      regional securities exchange or quoted on the Nasdaq National Market or another
      established automated over-the-counter trading market in the United States
      (or
      will be so traded or quoted immediately following such merger, consolidation
      or
      other transaction) and as a result of the merger, consolidation or other
      transaction the Notes become exchangeable into such shares of common stock
      (or
      depositary receipts or other certificates representing common equity interests).
      For purposes of this definition, åpersonæ includes any syndicate or group that
      would be deemed to be a åpersonæ under Section 13(d)(3) of the Exchange
      Act.


*5*


*6*




"**Fundamental
      Change Repurchase Date"** has the
      meaning specified in Section 3.05(a).




"**General
      Partner"** means
      Essex Property Trust, Inc., acting in its capacity as the sole general partner
      of the Issuer, and its successors and assigns.




"**Global
      Note"** has the
      meaning specified in Section 2.02.




"**Guarantee
      Obligations"** has the
      meaning specified in Section 14.01.




"**Guarantor"** means
      the corporation named as the åGuarantoræ in the first paragraph of this
      Indenture, and, subject to the provisions of Article 10 and Section 13.06,
      shall
      include its successors and assigns.




"**Indenture"** means
      this instrument as originally executed or, if amended or supplemented as herein
      provided, as so amended or supplemented.




"**Initial
      Notes"** has the
      meaning specified in Section 2.01.




"**Initial
      Purchasers"** means
      each of Bear, Stearns & Co. Inc. and UBS Securities LLC (each, an
å **Initial
      Purchaser** æ).




"**interest"** means,
      when used with reference to the Notes, any interest payable under the terms
      of
      the Notes, including Additional Interest, if any, payable under the terms of
      the
      Registration Rights Agreement.




"**Issuer"** means
      the limited partnership named as the åIssueræ in the first paragraph of this
      Indenture, and, subject to the provisions of Article 10, shall include its
      successors and assigns.




"**Issuer
      Repurchase Notice"** has the
      meaning specified in Section 3.07(b).




"**Issuer
      Repurchase Notice Date"** has the
      meaning specified in Section 3.07.




"**Maturity
      Date"** means
      November 1, 2025.




"**Net
      Amount"** has the
      meaning specified in Section 13.13(b).




"**Net
      Cash Amount"** has the
      meaning specified in Section 13.13(b).




"**Net
      Shares Amount"** has the
      meaning specified in Section 13.13(b).




*7*


"**Note"** or
      " **Notes"** means
      any Note or Notes, as the case may be, authenticated and delivered under this
      Indenture, including the Initial Notes, any Additional Notes and any Global
      Note.




"**Note
      Register"** has the
      meaning specified in Section 2.05(a).




"**Note
      Registrar"** has the
      meaning specified in Section 2.05(a).




"**Noteholder"** or
      " **holder"** as
      applied to any Note, or other similar terms (but excluding the term
å **beneficial
      holder** æ),
      means
      any Person in whose name at the time a particular Note is registered on the
      Note
      Registrar’s books.




"**Offering
      Memorandum"** means
      the Issuer’s and the Guarantor’s offering memorandum dated October 25, 2005
      relating to the Notes.




"**Officer"** means
      any person holding any of the following positions with the General Partner:
      the
      Chairman of the Board, the Chief Executive Officer, the President, any Vice
      President (whether or not designated by a number or numbers or word or words
      added before or after the title åVice Presidentæ), the Chief Financial Officer,
      the Treasurer and the Secretary.




"**Officers’
      Certificate"** ,
      when
      used with respect to the Issuer, means a certificate signed by any two Officers
      or by one such Officer and any Assistant Treasurer or Assistant Secretary of
      the
      General Partner.




"**Opinion
      of Counsel"** means an
      opinion in writing signed by legal counsel, who may be an employee of or counsel
      to the Issuer, or other counsel reasonably acceptable to the
      Trustee.




"**outstanding"** ,
      when
      used with reference to Notes and subject to the provisions of Section 8.04,
      means, as of any particular time, all Notes authenticated and delivered by
      the
      Trustee under this Indenture, except:




(a)  Notes
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation;




(b)  Notes,
      or
      portions thereof, (i) for the redemption or repurchase of which monies in the
      necessary amount shall have been deposited in trust with the Trustee or with
      any
      Paying Agent (other than the Issuer or the Guarantor) or (ii) which shall have
      been otherwise discharged in accordance with Article 11;




(c)  Notes
      in
      lieu of which, or in substitution for which, other Notes shall have been
      authenticated and delivered pursuant to the terms of Section
      2.06 ;
      and




(d)  Notes
      exchanged pursuant to Article 13 and Notes paid or redeemed or repurchased
      pursuant to Article 3.




"**Paying
      Agent"** has the
      meaning specified in Section 2.08.




"**Person"** means a
      corporation, an association, a partnership, a limited liability company, an
      individual, a joint venture, a joint stock company, a trust, an unincorporated
      organization or a government or an agency or a political subdivision
      thereof.




"**PORTAL
      Market"** means
      The PORTAL Market operated by the Nasdaq Stock Market or any successor
      thereto.




"**Predecessor
      Note"** of any
      particular Note means every previous Note evidencing all or a portion of the
      same debt as that evidenced by such particular Note, and, for the purposes
      of
      this definition, any Note authenticated and delivered under Section 2.06 lieu
      of
      a lost, destroyed or stolen Note shall be deemed to evidence the same debt
      as
      the lost, destroyed or stolen Note that it replaces.




"**premium"** means
      any premium payable under the terms of the Notes.




"**Principal
      Return"** has the
      meaning specified in Section 13.13(b).




"**Public
      Acquirer Change of Control"** means
      any event constituting a Fundamental Change that would otherwise obligate the
      Issuer to increase the Exchange Rate pursuant to Section 13.13 and the acquirer
      (or any entity that is a directly or indirectly wholly owned subsidiary of
      the
      acquirer) has a class of common stock traded on a national or regional
      securities exchange or quoted on the Nasdaq National Market or which will be
      so
      traded or quoted when issued or exchanged in connection with such Fundamental
      Change or other event (the " **Public
      Acquirer Common Stock"** ).
      If an
      acquirer does not itself have a class of common stock satisfying the foregoing
      requirement, it will be deemed to have Public Acquirer Common Stock if a
      Subsidiary of the acquirer has a class of common stock satisfying the foregoing
      requirement; in such case, all references to Public Acquirer Common Stock shall
      refer to such class of common stock.




"**Purchased
      Shares"** has the
      meaning specified in Section 13.05(f).




"**record
      date"** has the
      meaning specified in Section 13.05(g)(iii).




"**Record
      Date"** has the
      meaning specified in Section 2.03.




"**Registration
      Rights Agreement"** means
      the Registration Rights Agreement, dated as of October 28, 2005, among the
      Issuer, the Guarantor and the Initial Purchasers, as amended from time to time
      in accordance with its terms.




*8*


"**Repurchase
      Date"** has the
      meaning specified in Section 3.06(a).




"**Repurchase
      Notice"** has the
      meaning specified in Section 3.05(c).




"**Responsible
      Officer"** shall
      mean, when used with respect to the Trustee, any officer within the corporate
      trust department of the Trustee with direct responsibility for the
      administration of this Indenture and also means, with respect to a particular
      corporate trust matter, any other officer to whom such matter is referred
      because of such person’s knowledge of or familiarity with the particular
      subject.




"**Restricted
      Securities"** has the
      meaning specified in Section 2.05(c).




"**Rule
      144A"** means
      Rule 144A as promulgated under the Securities Act as it may be amended from
      time
      to time hereafter.




"**Securities"** has the
      meaning specified in Section 13.05(c).




"**Securities
      Act"** means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder, as in effect from time to time.




"**Significant
      Subsidiary"** means,
      as of any date of determination, a Subsidiary of the Issuer that would
      constitute a å **significant
      subsidiary** æ
      as such
      term is defined under Rule 1-02(w) of Regulation S-X of the Commission as in
      effect on the date of this Indenture.




"**Stock
      Price"** has the
      meaning specified in Section 13.13(b).




"**Subsidiary"** means,
      with respect to any Person, (i) any corporation, association or other business
      entity of which more than 50% of the total voting power of shares of capital
      stock or other equity interest entitled (without regard to the occurrence of
      any
      contingency) to vote in the election of directors, managers or trustees thereof
      is at the time owned or controlled, directly or indirectly, by such Person
      or
      one or more of the other subsidiaries of that Person (or a combination thereof)
      and (ii) any partnership (a) the sole general partner or managing general
      partner of which is such Person or a subsidiary of such Person or (b) the only
      general partners of which are such Person or of one or more subsidiaries of
      such
      Person (or any combination thereof).




"**Trading
      Day"** means a
      day during which trading in securities generally occurs on the New York Stock
      Exchange or, if shares of Common Stock are not then listed on the New York
      Stock
      Exchange, on the principal other United States national or regional securities
      exchange on which the shares of Common Stock are then listed or, if shares
      of
      Common Stock are not then listed on a United States national or regional
      securities exchange, on the Nasdaq National Market or, if the shares of Common
      Stock are not then quoted on the Nasdaq National Market, in the principal other
      market on which the shares of Common Stock are then traded.




*9*


"**Trading
      Price"** has the
      meaning specified in Section 13.01(a)(ii).




"**transfer"** has the
      meaning specified in Section 2.05(b).




"**Trigger
      Event"** has the
      meaning specified in Section 13.05(c).




"**Trust
      Indenture Act"** means
      the Trust Indenture Act of 1939, as amended, as it was in force at the date
      of
      this Indenture; *provided* that if
      the Trust Indenture Act of 1939 is amended after the date hereof, the term
      " **Trust
      Indenture Act"** shall
      mean, to the extent required by such amendment, the Trust Indenture Act of
      1939
      as so amended.




"**Trustee"** means
      Wells Fargo Bank, N.A., and its successors and any corporation resulting from
      or
      surviving any consolidation or merger to which it or its successors may be
      a
      party and any successor trustee at the time serving as successor trustee
      hereunder.




"**Twenty
      Day Weighted Average Price"** has the
      meaning specified in Section 13.13(a).




"**Volume
      Weighted Average Price"** has the
      meaning specified in Section 13.13(a).






ARTICLE
      2


Issue,
      Description, Execution, Registration and Exchange of Notes




*Section
      2.01*  *Designation Amount and Issue of Notes*




The
      Notes shall be designated as " **3.625%
      Exchangeable Senior Notes due 2025."** Upon the
      execution of this Indenture, and from time to time thereafter, Notes may be
      executed by the Issuer and delivered to the Trustee for authentication, and
      the
      Trustee shall thereupon authenticate and deliver Notes upon a written order
      of
      the Issuer, such order signed by two Officers or by an Officer and either an
      Assistant Treasurer of the General Partner or any Assistant Secretary of the
      General Partner, without any further action by the Issuer
      hereunder.




The
      aggregate principal amount of Notes which may be authenticated and delivered
      under this Indenture is unlimited; *provided* ,
      that
      upon initial issuance (including any issuance upon exercise of the Initial
      Purchasers’ option set forth in the Offering Memorandum), the aggregate
      principal amount of Notes outstanding shall not exceed $225,000,000, except
      as
      provided in Section 2.06. The Issuer may, without the consent of the holders
      of
      Notes, issue additional Notes (the " **Additional
      Notes"** )
      from
      time to time in the future with the same terms and the same CUSIP number as
      the
      Notes originally issued under this Indenture (the " **Initial
      Notes"** )
      in an
      unlimited principal amount, provided that such Additional Notes must be part
      of
      the same issue as the Initial Notes for United States federal income tax
      purposes. The Initial Notes and any such Additional Notes will constitute a
      single series of debt securities, and in circumstances in which this Indenture
      provides for the holders of Notes to vote or take any action, the holders of
      Initial Notes and the holders of any such Additional Notes will vote or take
      that action as a single class.




*10*


*Section
      2.02*  *Form
      of Notes*




The
      Notes and the Trustee’s certificate of authentication to be borne by such Notes
      shall be substantially in the form set forth in Exhibit
      A hereto.
      The terms and provisions contained in the form of Note attached as Exhibit
      A hereto
      shall constitute, and are hereby expressly made, a part of this Indenture and,
      to the extent applicable, the Issuer and the Trustee, by their execution and
      delivery of this Indenture, expressly agree to such terms and provisions and
      to
      be bound thereby.




Any
      of
      the Notes may have such letters, numbers or other marks of identification and
      such notations, legends, endorsements or changes as the officers executing
      the
      same may approve (execution thereof to be conclusive evidence of such approval)
      and as are not inconsistent with the provisions of this Indenture, or as may
      be
      required by the Custodian, the Depositary or by the National Association of
      Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL
      Market or as may be required for the Notes to be tradable on any other market
      developed for trading of securities pursuant to Rule 144A or as may be required
      to comply with any applicable law or with any rule or regulation made pursuant
      thereto or with any rule or regulation of any securities exchange or automated
      quotation system on which the Notes may be listed, or to conform to usage,
      or to
      indicate any special limitations or restrictions to which any particular Notes
      are subject.




So
      long
      as the Notes are eligible for book-entry settlement with the Depositary, or
      unless otherwise required by law, or otherwise contemplated by Section 2.05(b),
      all of the Notes will be represented by one or more Notes in global form
      registered in the name of the Depositary or the nominee of the Depositary (a
      " **Global
      Note"** ).
      The
      transfer and exchange of beneficial interests in any such Global Note shall
      be
      effected through the Depositary in accordance with this Indenture and the
      applicable procedures of the Depositary. Except as provided in Section 2.05(b),
      beneficial owners of a Global Note shall not be entitled to have certificates
      registered in their names, will not receive or be entitled to receive physical
      delivery of certificates in definitive form and will not be considered holders
      of such Global Note.




Any
      Global Note shall represent such of the outstanding Notes as shall be specified
      therein and shall provide that it shall represent the aggregate amount of
      outstanding Notes from time to time endorsed thereon and that the aggregate
      amount of outstanding Notes represented thereby may from time to time be
      increased or reduced to reflect redemptions, repurchases, exchanges, or
      transfers permitted hereby. Any endorsement of a Global Note to reflect the
      amount of any increase or decrease in the amount of outstanding Notes
      represented thereby shall be made by the Trustee or the Custodian, at the
      direction of the Trustee, in such manner and upon instructions given by the
      holder of such Notes in accordance with this Indenture. Payment of principal
      of,
      interest on and premium, if any, on any Global Note shall be made to the holder
      of such Note.




*11*


*Section
      2.03*  *Date
      and Denomination of Notes* ; *Payments of Interest*




The
      Notes shall be issuable in registered form without coupons in denominations
      of
      $1,000 principal amount and integral multiples thereof. Each Note shall be
      dated
      the date of its authentication and shall bear interest from the date specified
      on the face of the form of Note attached as Exhibit
      A hereto.
      Interest on the Notes shall be computed on the basis of a 360-day year comprised
      of twelve 30-day months.




The
      Person in whose name any Note (or its Predecessor Note) is registered on the
      Note Register at 5:00 p.m., New York City time, on any Record Date with respect
      to any interest payment date shall be entitled to receive the interest payable
      on such interest payment date, except that the interest payable upon maturity,
      redemption or repurchase pursuant to Section 3.05 or 3.06 will be payable to
      the
      Person to whom principal is payable upon maturity or pursuant to such redemption
      or such repurchase (unless the interest payment date falls on or prior to the
      redemption date or the Fundamental Change Repurchase Date or the Repurchase
      Date, as the case may be, in which case the semi-annual payment of interest
      becoming due on such interest payment date shall be payable to the holder of
      such Note registered as such on the related Record Date). Notwithstanding the
      foregoing, any Note or portion thereof surrendered for exchange during the
      period from 5:00 p.m., New York City time, on the Record Date for any interest
      payment date to 5:00 p.m., New York City time, on the Business Day preceding
      the
      applicable interest payment date shall be accompanied by payment, in immediately
      available funds or other funds acceptable to the Issuer, of an amount equal
      to
      the interest otherwise payable on such interest payment date on the principal
      amount being exchanged; *provided* that no
      such payment need be made (1) if a holder exchanges its Notes in connection
      with
      a redemption and the Issuer has specified a redemption date that is after a
      Record Date and on or prior to the next interest payment date, (2) if a holder
      exchanges its Notes in connection with a Fundamental Change and the Issuer
      has
      specified a Fundamental Change Repurchase Date that is after a Record Date
      and
      on or prior to the next interest payment date or (3) to the extent of any
      overdue interest and Additional Interest, if any overdue interest and Additional
      Interest, as applicable, exists at the time of exchange with respect to such
      Note. Interest shall be payable at the office of the Issuer maintained by the
      Issuer for such purposes in the Borough of Manhattan, The City of New York,
      which shall initially be an office or agency of the Trustee. The Issuer shall
      pay interest (i) on any Notes in certificated form by check mailed to the
      address of the Person entitled thereto as it appears in the Note Register; *provided* , *however* ,
      that a
      holder of any Notes in certificated form in the aggregate principal amount
      of
      more than $5.0 million may specify by written notice to the Issuer that it
      pay
      interest by wire transfer of immediately available funds to the account
      specified by the Noteholder in such notice, or (ii) on any Global Note by wire
      transfer of immediately available funds to the account of the Depositary or
      its
      nominee. If a payment date is not a Business Day, payment shall be made on
      the
      next succeeding Business Day, and no additional interest shall accrue thereon.
      The term " **Record
      Date"** with
      respect to any interest payment date shall mean the April 15 or October 15
      preceding the applicable May 1 or November 1 interest payment date,
      respectively.




*12*


Any
      interest on any Note which is payable, but is not punctually paid or duly
      provided for, on any May 1 or November 1 (herein called " **Defaulted
      Interest"** )
      shall
      forthwith cease to be payable to the Noteholder registered as such on the
      relevant Record Date, and such Defaulted Interest shall be paid by the Issuer,
      at its election in each case, as provided in clause (1) or (2)
      below:




(1)  The
      Issuer may elect to make payment of any Defaulted Interest to the Persons in
      whose names the Notes (or their respective Predecessor Notes) are registered
      at
      5:00 p.m., New York City time, on a special record date for the payment of
      such
      Defaulted Interest, which shall be fixed in the following manner. The Issuer
      shall notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on each Note and the date of the proposed payment (which shall be
      not
      less than twenty-five (25) calendar days after the receipt by the Trustee of
      such notice, unless the Trustee shall consent to an earlier date), and at the
      same time the Issuer shall deposit with the Trustee an amount of money equal
      to
      the aggregate amount 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 fifteen (15)
      calendar days and not less than ten (10) calendar days prior to the date of
      the
      proposed payment, and not less than ten (10) calendar days after the receipt
      by
      the Trustee of the notice of the proposed payment (unless, the Trustee shall
      consent to an earlier date). The Trustee shall promptly notify the Issuer of
      such special record date and, in the name and at the expense of the Issuer,
      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 at its address as it appears in the Note Register, not less than ten
      (10)
      calendar days prior to such special record date (unless, the Trustee shall
      consent to an earlier date). Notice of the proposed payment of such Defaulted
      Interest and the special record date therefor having been so mailed, such
      Defaulted Interest shall be paid to the Persons in whose names the Notes (or
      their respective Predecessor Notes) are registered at 5:00 p.m., New York City
      time, on such special record date and shall no longer be payable pursuant to
      the
      following clause (2) of this Section 2.03.




(2)  The
      Issuer may make payment of any Defaulted Interest in any other lawful manner
      not
      inconsistent with the requirements of any securities exchange or automated
      quotation system on which the Notes may be listed or designated for issuance,
      and upon such notice as may be required by such exchange or automated quotation
      system, if, after notice given by the Issuer to the Trustee of the proposed
      payment pursuant to this clause, such manner of payment shall be deemed
      practicable by the Trustee.




*13*


*Section
      2.04*  *Execution of Notes*




The
      Notes shall be signed in the name and on behalf of the Issuer by the manual
      or
      facsimile signature of an Officer. Only such Notes as shall bear thereon a
      certificate of authentication substantially in the form set forth on the form
      of
      Note attached as Exhibit
      A hereto,
      manually executed by the Trustee (or an authenticating agent appointed by the
      Trustee as provided by Section 15.11), shall be entitled to the benefits of
      this
      Indenture or be valid or obligatory for any purpose. Such certificate by the
      Trustee (or such an authenticating agent) upon any Note executed by the Issuer
      shall be conclusive evidence that the Note so authenticated has been duly
      authenticated and delivered hereunder and that the holder is entitled to the
      benefits of this Indenture.




In
      case
      any Officer who shall have signed any of the Notes shall cease to be such
      Officer before the Notes so signed shall have been authenticated and delivered
      by the Trustee, or disposed of by the Issuer, such Notes nevertheless may be
      authenticated and delivered or disposed of as though the person who signed
      such
      Notes had not ceased to be such Officer, and any Note may be signed on behalf
      of
      the Issuer by such persons as, at the actual date of the execution of such
      Note,
      shall be the proper Officers, although at the date of the execution of this
      Indenture any such person was not such an Officer.




*Section
      2.05*  *Exchange and Registration of Transfer of Notes* ; *Restrictions on Transfer*




(a) The
      Issuer shall cause to be kept at the Corporate Trust Office a register (the
      register maintained in such office and in any other office or agency of the
      Issuer designated pursuant to Section 4 being herein sometimes collectively
      referred to as the " **Note
      Register"** )
      in
      which, subject to such reasonable regulations as it may prescribe, the Issuer
      shall provide for the registration of Notes and of transfers of Notes. The
      Note
      Register shall be in written form or in any form capable of being exchanged
      into
      written form within a reasonably prompt period of time. The Trustee is hereby
      appointed " **Note
      Registrar"** for the
      purpose of registering Notes and transfers of Notes as herein provided. The
      Issuer may appoint one or more co-registrars in accordance with Section
      4.02.




Upon
      surrender for registration of transfer of any Note to the Note Registrar or
      any
      co-registrar, and satisfaction of the requirements for such transfer set forth
      in this Section 2.05, the Issuer shall execute, and the Trustee shall
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Notes of any authorized denominations and of a
      like
      aggregate principal amount and bearing such restrictive legends as may be
      required by this Indenture.




Notes
      may
      be exchanged for other Notes of any authorized denominations and of a like
      aggregate principal amount, upon surrender of the Notes to be exchanged at
      any
      such office or agency maintained by the Issuer pursuant to Section 4.02.
      Whenever any Notes are so surrendered for exchange, the Issuer shall execute,
      and the Trustee shall authenticate and deliver, the Notes which the Noteholder
      making the exchange is entitled to receive bearing registration numbers not
      contemporaneously outstanding.




*14*


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




All
      Notes
      presented or surrendered for registration of transfer or for exchange,
      redemption, or repurchase shall (if so required by the Issuer or the Note
      Registrar) be duly endorsed, or be accompanied by a written instrument or
      instruments of transfer in form satisfactory to the Issuer, and the Notes shall
      be duly executed by the Noteholder thereof or its attorney duly authorized
      in
      writing.




No
      service charge shall be made to any holder for any registration of, transfer
      or
      exchange of Notes, but the Issuer may require payment by the holder of a sum
      sufficient to cover any tax, assessment or other governmental charge that may
      be
      imposed in connection with any registration of transfer or exchange of
      Notes.




Neither
      the Issuer nor the Trustee nor any Note Registrar shall be required to exchange
      or register a transfer of (a) any Notes for a period of fifteen (15) calendar
      days next preceding any selection of Notes to be redeemed, (b) any Notes or
      portions thereof called for redemption pursuant to Section 3.02, (c) any Notes
      or portions thereof surrendered for exchange pursuant to Article 13, or (d)
      any
      Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant
      to Section 3.05 or Section 3.06.




(b)  The
      following provisions shall apply only to Global Notes:




(i)  Each
      Global Note authenticated under this Indenture shall be registered in the name
      of the Depositary or a nominee thereof and delivered to such Depositary or
      a
      nominee thereof or Custodian therefor, and each such Global Note shall
      constitute a single Note for all purposes of this Indenture.




(ii)  Notwithstanding
      any other provision in this Indenture, no Global Note may be exchanged in whole
      or in part for Notes registered, and no transfer of a Global Note in whole
      or in
      part may be registered, in the name of any Person other than the Depositary
      or a
      nominee thereof unless (1) the Depositary (x) has notified the Issuer that
      it is
      unwilling or unable to continue as Depositary for such Global Note or (y) has
      ceased to be a clearing agency registered under the Exchange Act, and a
      successor depositary has not been appointed by the Issuer within ninety (90)
      calendar days, (2) an Event of Default has occurred and is continuing or (3)
      the
      Issuer, in its sole discretion, notifies the Trustee in writing that it no
      longer wishes to have all the Notes represented by Global Notes. Any Global
      Note
      exchanged pursuant to clause (1) or (2) above shall be so exchanged in whole
      and
      not in part and any Global Note exchanged pursuant to clause (3) above may
      be
      exchanged in whole or from time to time in part as directed by the Issuer.
      Any
      Note issued in exchange for a Global Note or any portion thereof shall be a
      Global Note; *provided* that any
      such Note so issued that is registered in the name of a Person other than the
      Depositary or a nominee thereof shall not be a Global Note.




*15*


(iii)  Notes
      issued in exchange for a Global Note or any portion thereof pursuant to clause
      (ii) above shall be issued in definitive, fully registered form, without
      interest coupons, shall have an aggregate principal amount equal to that of
      such
      Global Note or portion thereof to be so exchanged, shall be registered in such
      names and be in such authorized denominations as the Depositary shall designate
      and shall bear any legends required hereunder. Any Global Note to be exchanged
      in whole shall be surrendered by the Depositary to the Trustee, as Note
      Registrar. With regard to any Global Note to be exchanged in part, either such
      Global Note shall be so surrendered for exchange or, if the Trustee is acting
      as
      Custodian for the Depositary or its nominee with respect to such Global Note,
      the principal amount thereof shall be reduced, by an amount equal to the portion
      thereof to be so exchanged, by means of an appropriate adjustment made on the
      records of the Trustee. Upon any such surrender or adjustment, the Trustee
      shall
      authenticate and make available for delivery the Note issuable on such exchange
      to or upon the written order of the Depositary or an authorized representative
      thereof.




(iv)  In
      the
      event of the occurrence of any of the events specified in clause (ii) above,
      the
      Issuer will promptly make available to the Trustee a reasonable supply of
      certificated Notes in definitive, fully registered form, without interest
      coupons.




(v)  Neither
      any members of, or participants in, the Depositary (" **Agent
      Members"** )
      nor any
      other Persons on whose behalf Agent Members may act shall have any rights under
      this Indenture with respect to any Global Note registered in the name of the
      Depositary or any nominee thereof, and the Depositary or such nominee, as the
      case may be, may be treated by the Issuer, the Trustee and any agent of the
      Issuer or the Trustee as the absolute owner and holder of such Global Note
      for
      all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
      prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
      giving effect to any written certification, proxy or other authorization
      furnished by the Depositary or such nominee, as the case may be, or impair,
      as
      between the Depositary, its Agent Members and any other Person on whose behalf
      an Agent Member may act, the operation of customary practices of such Persons
      governing the exercise of the rights of a holder of any Note.




(vi)  At
      such
      time as all interests in a Global Note have been redeemed, repurchased,
      exchanged, or canceled for Notes in certificated form, such Global Note shall,
      upon receipt thereof, be canceled by the Trustee in accordance with standing
      procedures and instructions existing between the Depositary and the Custodian.
      At any time prior to such cancellation, if any interest in a Global Note is
      redeemed, repurchased, exchanged, or canceled for Notes in certificated form,
      the principal amount of such Global Note shall, in accordance with the standing
      procedures and instructions existing between the Depositary and the Custodian,
      be appropriately reduced, and an endorsement shall be made on such Global Note,
      by the Trustee or the Custodian, at the direction of the Trustee, to reflect
      such reduction.




*16*


(c)  Every
      Note (and all securities issued in exchange therefor or in substitution thereof)
      that bears or is required under this Section 2.05(c) to bear the legend set
      forth in this Section 2.05(c) (together with any Common Stock issued upon
      exchange of the Notes and required to bear the legend set forth in Exhibit
      B ,
      collectively, the " **Restricted
      Securities"** )
      shall
      be subject to the restrictions on transfer set forth in this Section 2.05(c)
      (including those set forth in the legend below and the legend set forth in Exhibit
      B )
      unless
      such restrictions on transfer shall be waived by written consent of the Issuer,
      and the holder of each such Restricted Security, by such Note holder’s
      acceptance thereof, agrees to be bound by all such restrictions on transfer.
      As
      used in this Section 2.05(c), the term " **transfer"** means
      any sale, pledge, loan, transfer or other disposition whatsoever of any
      Restricted Security or any interest therein.




Until
      the
      expiration of the holding period applicable to sales of Restricted Securities
      under Rule 144(k) under the Securities Act (or any successor provision), any
      certificate evidencing a Restricted Security shall bear a legend in
      substantially the following form (or as set forth in Exhibit
      B ,
      in the
      case of Common Stock issued upon exchange of the Notes), unless such Restricted
      Security has been sold pursuant to a registration statement that has been
      declared effective under the Securities Act (and which continues to be effective
      at the time of such transfer) or sold pursuant to Rule 144 under the Securities
      Act or any similar provision then in force, or unless otherwise agreed by the
      Issuer in writing, with written notice thereof to the Trustee:




THE
      SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
      SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
      FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
      THEREIN, THE HOLDER:




(1)  REPRESENTS
      THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
      UNDER
      THE SECURITIES ACT AND IS PURCHASING IN COMPLIANCE WITH RULE 144A UNDER
      THE
      SECURITIES ACT;




*17*


(2)  AGREES
      THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY
      RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR ANY COMMON STOCK
      ISSUABLE UPON EXCHANGE OF SUCH SECURITY EXCEPT (A) TO THE ISSUER OR ANY
      SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
      RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM
      REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
      OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
      EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE
      TIME OF SUCH TRANSFER; AND




(3)  AGREES
      THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.




IN
      CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS
      AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT
      TO
      CLAUSE 2(D) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON
      THE
      REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
      CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE
      PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) ABOVE, THE HOLDER MUST, PRIOR
      TO
      SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE),
      SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE ISSUER OR THE
      TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
      PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
      UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT
      TO
      CLAUSE 2(C) OR 2(D) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL
      ISSUANCE OF THE SECURITY EVIDENCED HEREBY.




PURSUANT
      TO SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS
      SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT. TO OBTAIN (I) THE ISSUE
      PRICE OF THIS SECURITY, (II) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, (III) THE
      ISSUE DATE, OR (IV) THE YIELD TO MATURITY; CONTACT INVESTOR RELATIONS AT 925
      EAST MEADOW DRIVE, PALO ALTO, CALIFORNIA 94303, OR BY PHONE AT (650)
      494-3700.




*18*


Any
      Notes
      that are Restricted Securities and as to which such restrictions on transfer
      shall have expired in accordance with their terms or as to conditions for
      removal of
      the
      foregoing legend set forth therein have been satisfied may, upon surrender
      of
      such Note for exchange to the Note Registrar in accordance with the provisions
      of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and
      aggregate principal amount, which shall not bear the restrictive legend required
      by this Section 2.05(c). If such Restricted Security surrendered for exchange
      is
      represented by a Global Note bearing the legend set forth in this Section
      2.05(c), the principal amount of the legended Global Note shall be reduced
      by
      the appropriate principal amount and the principal amount of a Global Note
      without the legend set forth in this Section 2.05(c) shall be increased by
      an
      equal principal amount. If a Global Note without the legend set forth in this
      Section 2.05(c) is not then outstanding, the Issuer shall execute and the
      Trustee shall authenticate and deliver an unlegended Global Note to the
      Depositary.





In
      the
      event Rule 144(k) under the Securities Act (or any successor provision) is
      amended to shorten the two-year period under Rule 144(k), then, the references
      in the restrictive legends set forth above to åTWO YEARSæ, and in the
      corresponding transfer restrictions described above, and in the Notes and the
      shares Common Stock will be deemed to refer to such shorter period, from and
      after receipt by the Trustee of an Officers’ Certificate and an Opinion of
      Counsel to that effect. As soon as reasonably practicable after the Issuer
      knows
      of the effectiveness of any such amendment to shorten the two-year period under
      Rule 144(k), unless such changes would otherwise be prohibited by, or would
      cause a violation of, the federal securities laws applicable at the time, the
      Issuer will provide to the Trustee an Officers’ Certificate and an Opinion of
      Counsel as to the effectiveness of such amendment and the effectiveness of
      such
      change to the restrictive legends and transfer restrictions.




(d)  Any
      Restricted Securities, prior to the expiration of the holding period applicable
      to sales thereof under Rule 144(k) under the Securities Act (or any successor
      provision), purchased or owned by the Issuer or any Affiliate thereof may not
      be
      resold by the Issuer or such Affiliate unless registered under the Securities
      Act or resold pursuant to an exemption from the registration requirements of
      the
      Securities Act in a transaction which results in such Notes or Common Stock,
      as
      the case may be, no longer being " **restricted
      securities"** (as
      defined under Rule 144).




(e)  The
      Trustee shall have no responsibility or obligation to any Agent Members or
      any
      other Person with respect to the accuracy of the books or records, or the acts
      or omissions, of the Depositary or its nominee or of any participant or member
      thereof, with respect to any ownership interest in the Notes or with respect
      to
      the delivery to any Agent Member or other Person (other than the Depositary)
      of
      any notice (including any notice of redemption) or the payment of any amount,
      under or with respect to such Notes. All notices and communications to be given
      to the Noteholders and all payments to be made to Noteholders under the Notes
      shall be given or made only to or upon the order of the registered Noteholders
      (which shall be the Depositary or its nominee in the case of a Global Note).
      The
      rights of beneficial owners in any Global Note shall be exercised only through
      the Depositary subject to the customary procedures of the Depository. The
      Trustee may rely and shall be fully protected in relying upon information
      furnished by the Depositary with respect to its Agent Members.




*19*


The
      Trustee shall have no obligation or duty to monitor, determine or inquire as
      to
      compliance with any restrictions on transfer imposed under this Indenture or
      under applicable law with respect to any transfer of any interest in any Note
      (including any transfers between or among Agent Members in any Global Indenture)
      other than to require delivery of such certificates and other documentation
      or
      evidence as are expressly required by, and to do so if and when expressly
      required by, the terms of this Indenture, and to examine the same to determine
      substantial compliance as to form with the express requirements
      hereof.




*Section
      2.06*  *Mutilated, Destroyed, Lost or Stolen Notes*




In
      case
      any Note shall become mutilated or be destroyed, lost or stolen, the Issuer
      in
      its discretion may execute, and upon its written request the Trustee or an
      authenticating agent appointed by the Trustee shall authenticate and make
      available for delivery, a new Note, bearing a number not contemporaneously
      outstanding, in exchange and substitution for the mutilated Note, or in lieu
      of
      and in substitution for the Note so destroyed, lost or stolen. In every case,
      the applicant for a substituted Note shall furnish to the Issuer, to the Trustee
      and, if applicable, to such authenticating agent such security or indemnity
      as
      may be required by them to save each of them harmless for any loss, liability,
      cost or expense caused by or connected with such substitution, and, in every
      case of destruction, loss or theft, the applicant shall also furnish to the
      Issuer, to the Trustee and, if applicable, to such authenticating agent evidence
      to their satisfaction of the destruction, loss or theft of such Note and of
      the
      ownership thereof.




Following
      receipt by the Trustee or such authenticating agent, as the case may be, of
      satisfactory security or indemnity and evidence, as described in the preceding
      paragraph, the Trustee or such authenticating agent may authenticate any such
      substituted Note and make available for delivery such Note. Upon the issuance
      of
      any substituted Note, the Issuer may require the payment by the holder of a
      sum
      sufficient to cover any tax, assessment or other governmental charge that may
      be
      imposed in relation thereto and any other expenses connected therewith. In
      case
      any Note which has matured or is about to mature or has been called for
      redemption or has been properly tendered for repurchase on a Fundamental Change
      Repurchase Date (and not withdrawn) or has been tendered for repurchase on
      a
      Repurchase Date (and not withdrawn), as the case may be, or is to be exchanged
      pursuant to this Indenture, shall become mutilated or be destroyed, lost or
      stolen, the Issuer may, instead of issuing a substitute Note, pay or authorize
      the payment of or exchange or authorize the exchange of the same (without
      surrender thereof except in the case of a mutilated Note), as the case may
      be,
      if the applicant for such payment or exchange shall furnish to the Issuer,
      to
      the Trustee and, if applicable, to such authenticating agent such security
      or
      indemnity as may be required by them to save each of them harmless for any
      loss,
      liability, cost or expense caused by or in connection with such substitution,
      and, in every case of destruction, loss or theft, the applicant shall also
      furnish to the Issuer, the Trustee and, if applicable, any Paying Agent or
      Exchange Agent evidence to their satisfaction of the destruction, loss or theft
      of such Note and of the ownership thereof.




*20*


Every
      substitute Note issued pursuant to the provisions of this Section 2.06 by virtue
      of the fact that any Note is destroyed, lost or stolen shall constitute an
      additional contractual obligation of the Issuer, whether or not the destroyed,
      lost or stolen Note shall be found at any time, and shall be entitled to all
      the
      benefits of (but shall be subject to all the limitations set forth in) this
      Indenture equally and proportionately with any and all other Notes duly issued
      hereunder. To the extent permitted by law, all Notes shall be held and owned
      upon the express condition that the foregoing provisions are exclusive with
      respect to the replacement or payment or exchange or redemption or repurchase
      of
      mutilated, destroyed, lost or stolen Notes and shall preclude any and all other
      rights or remedies notwithstanding any law or statute existing or hereafter
      enacted to the contrary with respect to the replacement or payment or exchange
      or redemption or repurchase of negotiable instruments or other securities
      without their surrender.




*Section
      2.07*  *Temporary Notes*




Pending
      the preparation of Notes in certificated form, the Issuer may execute and the
      Trustee or an authenticating agent appointed by the Trustee shall, upon the
      written request of the Issuer, authenticate and deliver temporary Notes (printed
      or lithographed). Temporary Notes shall be issuable in any authorized
      denomination, and substantially in the form of the Notes in certificated form,
      but with such omissions, insertions and variations as may be appropriate for
      temporary Notes, all as may be determined by the Issuer. Every such temporary
      Note shall be executed by the Issuer and authenticated by the Trustee or such
      authenticating agent upon the same conditions and in substantially the same
      manner, and with the same effect, as the Notes in certificated form. Without
      unreasonable delay, the Issuer will execute and deliver to the Trustee or such
      authenticating agent Notes in certificated form and thereupon any or all
      temporary Notes may be surrendered in exchange therefor, at each office or
      agency maintained by the Issuer pursuant to Section 4.02 and the Trustee or
      such
      authenticating agent shall authenticate and make available for delivery in
      exchange for such temporary Notes an equal aggregate principal amount of Notes
      in certificated form. Such exchange shall be made by the Issuer at its own
      expense and without any charge therefor. Until so exchanged, the temporary
      Notes
      shall in all respects be entitled to the same benefits and subject to the same
      limitations under this Indenture as Notes in certificated form authenticated
      and
      delivered hereunder.




*Section
      2.08*  *Cancellation of Notes*




All
      Notes surrendered for the purpose of payment, redemption, repurchase, exchange
      or registration of transfer shall, if surrendered to the Issuer or any paying
      agent to whom Notes may be presented for payment (the
      "**P** **aying
      Agent"** )
      or
      Exchange Agent, which shall initially be the Trustee, or any Note Registrar,
      be
      surrendered to the Trustee and promptly canceled by it or, if surrendered to
      the
      Trustee, shall be promptly canceled by it and no Notes shall be issued in lieu
      thereof except as expressly permitted by any of the provisions of this
      Indenture. The Trustee shall dispose of such canceled Notes in accordance with
      its customary procedures. If the Issuer shall acquire any of the Notes, such
      acquisition shall not operate as a redemption, repurchase or satisfaction of
      the
      indebtedness represented by such Notes unless and until the same are delivered
      to the Trustee for cancellation.




*21*


*Section
      2.09*  *CUSIP Numbers*




The
      Issuer in issuing the Notes 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 Noteholders; *provided* that any
      such notice may state that no representation is made as to the correctness
      of
      such numbers either as printed on the Notes or as contained in any notice of
      a
      redemption and that reliance may be placed only on the other identification
      numbers printed on the Notes, and any such redemption shall not be affected
      by
      any defect in or omission of such numbers. The Issuer will promptly notify
      the
      Trustee of any change in the " **CUSIP"** numbers.






ARTICLE
      3


Redemption
      and Repurchase of Notes




*Section
      3.01*  *Optional Redemption of Notes*




The
      Issuer shall not have the right to redeem any Notes prior to November 4, 2010,
      except to preserve the Guarantor’s status as a real estate investment
      trust .
      If the
      Issuer determines it is necessary to redeem the Notes in order to preserve
      the
      Guarantor’s status as a real estate investment trust, the Issuer may, upon the
      notice set forth in Section 3.02, redeem the Notes for cash, in whole or in
      part, at 100% of the principal amount of the Notes to be redeemed plus unpaid
      interest, if any, accrued thereon to, but excluding, the redemption date; *provided* if an
      interest payment date falls on or prior to the redemption date, then the
      interest payable on such interest payment date shall be paid to the holders
      of
      record of the Notes on the applicable Record Date instead of the holders
      surrendering the Notes for redemption. In such case, the Issuer shall provide
      the Trustee with an Officers’ Certificate evidencing that the Board of Directors
      has, in good faith, made the determination that it is necessary to redeem the
      Notes in order to preserve the Guarantor’s status as a real estate investment
      trust.




The
      Issuer shall have the right to redeem the Notes for cash, in whole or in part
      at
      any time or from time to time, on or after November 4, 2010 upon the notice
      set
      forth in Section 3.02, at a redemption price equal to 100% of the principal
      amount of the Notes to be redeemed plus unpaid interest, if any, accrued thereon
      to, but excluding, the redemption date; *provided,
      however,* that the
      Issuer may not redeem any Notes pursuant to this Section 3.01 if there has
      occurred and is continuing an Event of Default with respect to the Notes (other
      than a default in the payment of the redemption price of any redeemed
      Notes).




*22*


*Section
      3.02*  *Notice of Optional Redemption* ; *Selection of Notes*




In
      case the Issuer shall desire to exercise the right to redeem all or, as the
      case
      may be, any part of the Notes pursuant to Section 3.01, it shall fix a date
      for
      redemption and it or, at its written request received by the Trustee not fewer
      than five (5) Business Days prior (or such shorter period of time as may be
      acceptable to the Trustee) to the date the notice of redemption is to be mailed,
      the Trustee in the name of and at the expense of the Issuer, shall mail or
      cause
      to be mailed a notice of such redemption not fewer than thirty (30) calendar
      days nor more than sixty (60) calendar days prior to the redemption date to
      each
      holder of Notes so to be redeemed in whole or in part at its last address as
      the
      same appears on the Note Register; *provided* that if
      the Issuer makes such request of the Trustee, it shall, together with such
      request, also give written notice of the redemption date to the Trustee,
      provided that the text of the notice shall be prepared by the Issuer. Such
      mailing shall be by first class mail. The notice, if mailed in the manner herein
      provided, shall be conclusively presumed to have been duly given, whether or
      not
      the holder receives such notice. In any case, failure to give such notice by
      mail or any defect in the notice to the holder of any Note designated for
      redemption as a whole or in part shall not affect the validity of the
      proceedings for the redemption of any other Note. Concurrently with the mailing
      of any such notice of redemption, the Issuer shall issue a press release
      announcing such redemption, the form and content of which press release shall
      be
      determined by the Issuer in its sole discretion. The failure to issue any such
      press release or any defect therein shall not affect the validity of the
      redemption notice or any of the proceedings for the redemption of any Note
      called for redemption.




Each
      such
      notice of redemption shall specify: (i) the aggregate principal amount of Notes
      to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed,
      (iii) the date fixed for redemption (which shall be a Business Day), (iv) the
      redemption price at which Notes are to be redeemed, (v) the place or places
      of
      payment and that payment will be made upon presentation and surrender of such
      Notes, (iv) that interest accrued and unpaid to, but excluding, the date fixed
      for redemption will be paid as specified in said notice, and that on and after
      said date interest thereon or on the portion thereof to be redeemed will cease
      to accrue, (vii) that the holder has a right to exchange the Notes called for
      redemption, (viii) the Exchange Rate on the date of such notice and (ix) the
      time and date on which the right to exchange such Notes or portions thereof
      pursuant to this Indenture will expire. If fewer than all the Notes are to
      be
      redeemed, the notice of redemption shall identify the Notes to be redeemed
      (including CUSIP numbers, if any). In case any Note is to be redeemed in part
      only, the notice of redemption shall state the portion of the principal amount
      thereof to be redeemed and shall state that, on and after the redemption date,
      upon surrender of such Note, a new Note or Notes in principal amount equal
      to
      the unredeemed portion thereof will be issued.




Whenever
      any Notes are to be redeemed, the Issuer will give the Trustee written notice
      of
      the redemption date, together with an Officers’ Certificate as to the aggregate
      principal amount of Notes to be redeemed not fewer than thirty (30) calendar
      days (or such shorter period of time as may be acceptable to the Trustee) prior
      to the redemption date.




*23*


On
      or
      prior to the redemption date specified in the notice of redemption given as
      provided in this Section 3.02, the Issuer will deposit with the Paying Agent
      (or, if the Issuer is acting as its own Paying Agent, set aside, segregate
      and
      hold in trust as provided in Section 4.04) an amount of money in immediately
      available funds sufficient to redeem on the redemption date all the Notes (or
      portions thereof) so called for redemption (other than those theretofore
      surrendered for exchange) at the appropriate redemption price, together with
      accrued interest to, but excluding, the redemption date; *provided* that if
      such payment is made on the redemption date, it must be received by the Paying
      Agent, by 11:00 a.m., New York City time, on such date. The Issuer shall be
      entitled to retain any interest, yield or gain on amounts deposited with the
      Paying Agent pursuant to this Section 3.02 in excess of amounts required
      hereunder to pay the redemption price and accrued interest to, but excluding,
      the redemption date. If any Note called for redemption is exchanged pursuant
      hereto prior to such redemption date, any money deposited with the Paying Agent
      or so segregated and held in trust for the redemption of such Note shall be
      paid
      to the Issuer or, if then held by the Issuer, shall be discharged from such
      trust.




If
      less
      than all of the outstanding Notes are to be redeemed, the Trustee shall select
      the Notes or portions thereof of the Global Note or the Notes in certificated
      form to be redeemed (in principal amounts of $1,000 or multiples thereof) by
      lot, on a pro rata basis or by another method the Trustee deems fair and
      appropriate. If any Note selected for redemption is submitted for exchange
      in
      part after such selection, the portion of such Note submitted for exchange
      shall
      be deemed (so far as may be possible) to be the portion to be selected for
      redemption. The Notes (or portions thereof) so selected for redemption shall
      be
      deemed duly selected for redemption for all purposes hereof, notwithstanding
      that any such Note is submitted for exchange in part before the mailing of
      the
      notice of redemption.




Upon
      any
      redemption of less than all of the outstanding Notes, the Issuer and the Trustee
      may (but need not), solely for purposes of determining the pro rata allocation
      among such Notes that are unexchanged and outstanding at the time of redemption,
      treat as outstanding any Notes surrendered for exchange during the period of
      fifteen (15) calendar days preceding the mailing of a notice of redemption
      and
      may (but need not) treat as outstanding any Note authenticated and delivered
      during such period in exchange for the unexchanged portion of any Note exchanged
      in part during such period.




*Section
      3.03*  *Payment of Notes Called for Redemption by the Issuer*




If
      notice of redemption has been given as provided in Section 3.02, the Notes
      or
      portion of Notes with respect to which such notice has been given shall, unless
      exchanged pursuant to the terms hereof, become due and payable on the date
      fixed
      for redemption and at the place or places stated in such notice at the
      redemption price, plus interest accrued to, but excluding, the redemption date,
      and unless the Issuer shall default in the payment of such Notes at the
      redemption price, plus interest, if any, accrued to, but excluding, such date,
      interest on the Notes or portion of Notes so called for redemption shall cease
      to accrue on and after such date and, after 5:00 p.m., New York City time,
      on
      the second Trading Day immediately preceding the redemption date (unless the
      Issuer shall default in the payment of such Notes at the redemption price,
      together with interest accrued to such date) such Notes shall cease to be
      exchangeable pursuant to this Indenture and, except as provided in Section
      7.05
      and Section 11.02, to be entitled to any benefit or security under this
      Indenture, and the holders thereof shall have no right in respect of such Notes
      except the right to receive the redemption price thereof plus accrued and unpaid
      interest to, but excluding, the redemption date. On presentation and surrender
      of such Notes at a place of payment in said notice specified, the said Notes
      or
      the specified portions thereof shall be paid and redeemed by the Issuer at
      the
      redemption price, together with interest accrued thereon to, but excluding,
      the
      redemption date; *provided* that
      if
      an interest payment date falls on or prior to the redemption date, the interest
      payable on such interest payment date shall be paid on such interest payment
      date to the holders of record of such Notes on the applicable Record Date
      instead of the holders surrendering such Notes for redemption on such
      date.




*24*


Upon
      presentation of any Note redeemed in part only, the Issuer shall execute and
      the
      Trustee shall authenticate and make available for delivery to the holder
      thereof, at the expense of the Issuer, a new Note or Notes, of authorized
      denominations, in principal amount equal to the unredeemed portion of the Notes
      so presented.




Notwithstanding
      the foregoing, the Trustee shall not redeem any Notes or mail any notice of
      redemption during the continuance of a default in payment of interest on the
      Notes. If any Note called for redemption shall not be so paid upon surrender
      thereof for redemption on the redemption date, as provided in this Section
      3.03,
      the principal shall, until paid or duly provided for, bear interest from and
      including the redemption date at a rate equal to 1% per annum above the rate
      borne by the Notes and such Note shall remain exchangeable pursuant to this
      Indenture until the redemption price and interest shall have been paid or duly
      provided for.




Notes
      and
      portions of Notes that are to be redeemed pursuant to this Article 3 shall
      be
      exchangeable by the Holder thereof until 5:00 p.m., New York City time, on
      the
      second Business Day immediately preceding the redemption date, unless the Issuer
      shall fail to pay the redemption price.




*Section
      3.04*  *Sinking Fund* **




There
      shall be no sinking fund provided for the Notes.




*Section
      3.05*  *Repurchase at Option of Holders Upon a Fundamental Change*




(a)  If
      there
      shall occur a Fundamental Change at any time prior to maturity of the Notes,
      then each Noteholder shall have the right, at such holder’s option, to require
      the Issuer to repurchase all of such holder’s Notes, or any portion thereof that
      is a multiple of $1,000 principal amount, in cash, on a date (the " **Fundamental
      Change Repurchase Date"** )
      specified by the Issuer, that is not more than thirty (30) Business Days after
      the date of the Issuer Repurchase Notice related to such Fundamental Change
      at a
      repurchase price equal to 100% of the principal amount of the Notes being
      repurchased, plus accrued and unpaid interest to, but excluding, the Fundamental
      Change Repurchase Date; *provided* that if
      an interest payment date falls on or prior to the Fundamental Change Repurchase
      Date, then the interest payable on such interest payment date shall be paid
      to
      the holders of record of the Notes on the applicable Record Date instead of
      the
      holders surrendering the Notes for repurchase on such date.




*25*


(b)  On
      or
      before the tenth calendar day after the occurrence of a Fundamental Change,
      the
      Issuer shall mail or cause to be mailed to all holders of record on the date
      of
      the Fundamental Change (and to beneficial owners as required by applicable
      law)
      an Issuer Repurchase Notice as set forth in Section 3.07 with respect to such
      Fundamental Change. The Issuer shall also deliver a copy of the Issuer
      Repurchase Notice to the Trustee and the Paying Agent at such time as it is
      mailed to Noteholders. In addition to the mailing of such Issuer Repurchase
      Notice, the Issuer shall disseminate a press release through Dow Jones &
      Company, Inc. or Bloomberg Business News announcing the occurrence of such
      Fundamental Change or publish such information in a newspaper of general
      circulation in The City of New York or on the Guarantor’s web site, or through
      such other public medium as the Issuer shall deem appropriate at such time.
      The
      failure to issue any such press release or any defect therein shall not affect
      the validity of the Issuer Repurchase Notice or any proceedings for the
      repurchase of any Note which any Noteholder may elect to have the Issuer redeem
      as provided in this Section 3.05.




No
      failure of the Issuer to give the foregoing notices and no defect therein shall
      limit the Noteholders’ repurchase rights or affect the validity of the
      proceedings for the repurchase of the Notes pursuant to this Section
      3.05.




(c)  For
      a
      Note to be repurchased at the option of the holder, the holder must deliver
      to
      the Paying Agent, prior to 5:00 p.m., New York City time, on the Fundamental
      Change Repurchase Date, (i) a written notice of repurchase (the " **Repurchase
      Notice"** )
      in the
      form set forth on the reverse of the Note duly completed (if the Note is
      certificated) or stating the following (if the Note is represented by a Global
      Note): (A) the certificate number of the Note which the holder will deliver
      to
      be repurchased (if the Note is certificated) or the appropriate Depositary
      procedures (if the Note is represented by a Global Note), (B) the portion of
      the
      principal amount of the Note which the holder will deliver to be repurchased,
      which portion must be in principal amounts of $1,000 or an integral multiple
      of
      $1,000 and (C) that such Note shall be repurchased as of the Fundamental Change
      Repurchase Date pursuant to the terms and conditions specified in the Note
      and
      in this Indenture; together with (ii) such Notes duly endorsed for transfer
      (if
      the Note if certificated) or book entry transfer of such Note (if such Note
      is
      represented by a Global Note). The delivery of such Note to the Paying Agent
      with, or at any time after delivery of, the Repurchase Notice (together with
      all
      necessary endorsements) at the office of the Paying Agent shall be a condition
      to the receipt by the holder of the repurchase price therefore; *provided* , *however* ,
      that
      such repurchase price shall be so paid pursuant to this Section 3.05 only if
      the
      Notes so delivered to the Paying Agent shall conform in all respects to the
      description thereof in the Repurchase Notice. All questions as to the validity,
      eligibility (including time of receipt) and acceptance of any Note for
      repurchase shall be determined by the Issuer, whose determination shall be
      final
      and binding absent manifest error.




*26*


(d)  The
      Issuer, if so requested, shall repurchase from the holder thereof, pursuant
      to
      this Section 3.05, a portion of a Note, if the principal amount of such portion
      is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that
      apply
      to the repurchase of all of a Note also apply to the repurchase of such portion
      of such Note.




(e)  Notwithstanding
      the foregoing, no Notes may be repurchased by the Issuer pursuant to this
      Section 3.05 if there has occurred and is continuing an Event of Default with
      respect to the Notes (other than a default in the payment of the repurchase
      price for the Notes to be repurchased).




(f)  The
      Paying Agent shall promptly notify the Issuer of the receipt by it of any
      Repurchase Notice or written notice of withdrawal thereof.




Any
      repurchase by the Issuer contemplated pursuant to the provisions of this Section
      3.05 shall be consummated by the delivery of the consideration to be received
      by
      the holder within two (2) Business Days following the later of the Fundamental
      Change Repurchase Date and the time of the book-entry transfer or delivery
      of
      the Note. Payment of the repurchase price for a Note for which a Repurchase
      Notice has been delivered and not withdrawn is conditioned upon book-entry
      transfer or delivery of the Notes, together with necessary endorsements, to
      the
      Paying Agent.




Section
      3.06  *Repurchase
      of Notes at the Option of Holders*




(a)  Each
      Noteholder shall have the right, at such holder’s option, to require the Issuer
      to repurchase all of such holder’s Notes, or any portion thereof that is a
      multiple of $1,000 principal amount, in cash, on November 1, 2010, November
      1,
      2015, and November 1, 2020 (each, a " **Repurchase
      Date"** ),
      at a
      repurchase price of 100% of the principal amount of the Notes being repurchased,
      plus accrued and unpaid interest to, but excluding, the Repurchase Date; *provided* that if
      an interest payment date falls on or prior to the Repurchase Date, then the
      interest payable on such interest payment date shall be paid to the holders
      of
      record of the Notes on the applicable Record Date instead of the holders
      surrendering the Notes for repurchase on such date.




(b)  On
      or
      before the twentieth (20th) Business Day immediately preceding each Repurchase
      Date, the Issuer shall mail or cause to be mailed to all holders of record
      on
      such date (and to beneficial owners as required by applicable law) an Issuer
      Repurchase Notice as set forth in Section 3.07. The Issuer shall also deliver
      a
      copy of the Issuer Repurchase Notice to the Trustee and the Paying Agent at
      such
      time as it is mailed to Noteholders. In addition to the mailing of such Issuer
      Repurchase Notice, the Issuer shall disseminate a press release through Dow
      Jones & Company, Inc. or Bloomberg Business News containing the information
      specified in such notice or publish such information in a newspaper of general
      circulation in The City of New York, on the Guarantor’s web site, or through
      such other public medium as the Issuer shall deem appropriate at such time.




*27*


No
      failure of the Issuer to give the foregoing notices and no defect therein shall
      limit the Noteholders’ repurchase rights or affect the validity of the
      proceedings for the repurchase of the Notes pursuant to this Section
      3.06.




(c)  For
      a
      Note to be so repurchased at the option of the holder, the holder must deliver
      to the Paying Agent, during the period beginning at 9:00 a.m., New York City
      time, on the date that is twenty (20) Business Days prior to the applicable
      Repurchase Date and ending at 5:00 p.m., New York City time, on the applicable
      Repurchase Date, (i) a Repurchase Notice in the form set forth on the reverse
      of
      the Note duly completed (if the Note is certificated) or stating the following
      (if the Note is represented by a Global Note): (A) the certificate number of
      the
      Note which the holder will deliver to be repurchased (if the Note is
      certificated) or the appropriate Depositary procedures (if the Note is
      represented by Global Note), (B) the portion of the principal amount of the
      Note
      which the holder will deliver to be repurchased, which portion must be in
      principal amounts of $1,000 or an integral multiple of $1,000 and (C) that
      such
      Note shall be repurchased as of the Repurchase Date pursuant to the terms and
      conditions specified in the Note and in this Indenture; together with (ii)
      such
      Notes duly endorsed for transfer (if the Note if certificated) or book entry
      transfer of such Note (if such Note is represented by a Global Note). The
      delivery of such Note to the Paying Agent with, or at any time after delivery
      of, the Repurchase Notice (together with all necessary endorsements) at the
      office of the Paying Agent shall be a condition to the receipt by the holder
      of
      the repurchase price therefore; *provided* , *however* ,
      that
      such repurchase price shall be so paid pursuant to this Section 3.06
      only
      if the Notes so delivered to the Paying Agent shall conform in all respects
      to
      the description thereof in the Repurchase Notice. All questions as to the
      validity, eligibility (including time of receipt) and acceptance of any Note
      for
      repurchase shall be determined by the Issuer, whose determination shall be
      final
      and binding absent manifest error.




(d)  The
      Issuer, if so requested, shall repurchase from the holder thereof, pursuant
      to
      this Section 3.06, a portion of a Note, if the principal amount of such portion
      is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that
      apply
      to the repurchase of all of a Note also apply to the repurchase of such portion
      of such Note.




(e)  Notwithstanding
      the foregoing, no Notes may be repurchased by the Issuer pursuant to this
      Section 3.06 if there has occurred and is continuing an Event of Default with
      respect to the Notes (other than a default in the payment of the repurchase
      price for the Notes to be repurchased).




(f)  The
      Paying Agent shall promptly notify the Issuer of the receipt by it of any
      Repurchase Notice or written notice of withdrawal thereof.




*28*


Any
      repurchase by the Issuer contemplated pursuant to the provisions of this Section
      3.06 shall be consummated by the delivery of the consideration to be received
      by
      the holder within two (2) Business Days following the later of the Repurchase
      Date and the time of the book-entry transfer or delivery of the Note. Payment
      of
      the repurchase price for a Note for which a Repurchase Notice has been delivered
      and not withdrawn is conditioned upon book-entry transfer or delivery of the
      Notes, together with necessary endorsements, to the Paying Agent.




Section
      3.07  *Issuer
      Repurchase Notice* .




(a)  The
      Issuer Repurchase Notice, as provided in Section 3.07(b), shall be given
      to
      holders in the event of a Fundamental Change, on or before the tenth calendar
      day after the occurrence of such a Fundamental Change as provided in Section
      3.05(b) or not less than twenty (20) Business Days prior to the Repurchase
      Date
      as provided in Section 3.06(b) (in either case, the " **Issuer
      Repurchase Notice Date"** ).




(b)  In
      connection with any repurchase of Notes, the Issuer shall, on the applicable
      Issuer Repurchase Notice Date, give written notice to holders (with a copy
      to
      the Trustee) setting forth information specified in this Section (in either
      case, the " **Issuer
      Repurchase Notice"** ).




Each
      Issuer Repurchase Notice shall:




(1)  state
      the
      repurchase price and the Fundamental Change Repurchase Date or the Repurchase
      Date to which the Issuer Repurchase Notice relates;




(2)  state,
      if
      applicable, the circumstances constituting the Fundamental Change;




(3)  state
      that holders must exercise their right to elect to repurchase prior to 5:00
      p.m., New York City time, on the Repurchase Date or Fundamental Change
      Repurchase Date, as the case may be;




(4)  include
      a
      form of Repurchase Notice;




(5)  state
      the
      name and address of the Trustee, the Paying Agent and, if applicable, the
      Exchange Agent;




(6)  state
      that Notes must be surrendered to the Paying Agent to collect the repurchase
      price and accrued and unpaid interest;




(7)  state
      that a holder may withdraw its Repurchase Notice at any time prior to 5:00
      p.m.,
      New York City time, on the Repurchase Date or Fundamental Change Repurchase
      Date, as the case may be, by delivering a valid written notice of withdrawal
      in
      accordance with Section 3.08;




*29*


(8)  if
      the
      Notes are then exchangeable (including at, or in connection with, a Fundamental
      Change Repurchase Date), state that Notes as to which a Repurchase Notice has
      been given may be exchanged until 5:00 p.m., New York City time, on the
      applicable repurchase date (unless the Issuer defaults in the payment of the
      applicable repurchase price) and only if the Repurchase Notice is withdrawn
      in
      accordance with the terms of this Indenture;




(9)  state
      the
      amount of interest accrued and unpaid per $1,000 principal amount of Notes
      to,
      but excluding, the Fundamental Change Repurchase Date or Repurchase Date, as
      the
      case may be;




(10)  state
      that, unless the Issuer defaults in making payment of the repurchase price,
      interest on Notes covered by any Repurchase Notice will cease to accrue on
      and
      after the Fundamental Change Repurchase Date or the Repurchase Date, as the
      case
      may be;




(11)  state
      the
      CUSIP number of the Notes, if CUSIP numbers are then in use; and




(12)  state
      the
      procedures for withdrawing a Repurchase Notice, including a form of notice
      of
      withdrawal (as specified in Section 3.08).




An
      Issuer
      Repurchase Notice may be given by the Issuer or, at the Issuer’s request, the
      Trustee shall give such Issuer Repurchase Notice in the Issuer’s name and at the
      Issuer’s expense; *provided,* that the
      text of the Issuer Repurchase Notice shall be prepared by the
      Issuer.




If
      any of
      the Notes is represented by a Global Note, then the Issuer will modify such
      notice to the extent necessary to accord with the applicable procedures of
      the
      Depositary that apply to the repurchase of Global Notes.




(c)  The
      Issuer will, to the extent applicable, comply with the provisions of Rule 13e-4
      and Rule 14e-1 (or any successor provision) under the Exchange Act that may
      be
      applicable at the time of the repurchase of the Notes, file the related Schedule
      TO (or any successor schedule, form or report) under the Exchange Act and comply
      with all other applicable federal and state securities laws in connection with
      the repurchase of the Notes.




*Section
      3.08*  *Effect of Repurchase Notice; Withdrawal*




** Upon
      receipt by the Paying Agent of the Repurchase Notice specified in Section 3.05
      or Section 3.06, the holder of the Note in respect of which such Repurchase
      Notice was given shall (unless such Repurchase Notice is validly withdrawn
      in
      accordance with this Section 3.08) thereafter be entitled to receive solely
      the
      repurchase price with respect to such Note. Such repurchase price shall be
      paid
      to such holder, subject to receipt of funds and/or Notes by the Paying Agent,
      within two (2) Business Days following the later of (x) the Fundamental Change
      Repurchase Date or the Repurchase Date with respect to such Note (provided
      the
      holder has satisfied the conditions in Section 3.05 or Section 3.06) and (y)
      the
      time of book-entry transfer or delivery of such Note to the Paying Agent by
      the
      holder thereof in the manner required by Section 3.05 or Section
      3.06.




*30*


Notes
      in
      respect of which a Repurchase Notice has been given by the holder thereof may
      not be exchanged pursuant to Article
      13 hereof
      on or after the date of the delivery of such Repurchase Notice unless such
      Repurchase Notice has first been validly withdrawn.




A
      Repurchase Notice may be withdrawn by means of a written notice of withdrawal
      delivered to the office of the Paying Agent in accordance with the Repurchase
      Notice at any time prior to 5:00 p.m., New York City time, on the Fundamental
      Change Repurchase Date or Repurchase Date, as the case may be,
      specifying:




(a)  the
      name
      of the holder;




(b)  the
      certificate number(s) of all withdrawn Notes in certificated form or that that
      the notice of withdrawal complies with appropriate Depositary procedures with
      respect to all withdrawn Notes represented by a Global Note;




(c)  the
      principal amount of Notes with respect to which such notice of withdrawal is
      being submitted, which must be an integral multiple of $1,000; and




(d)  the
      principal amount of Notes, if any, which remains subject to the original
      Repurchase Notice and which has been or will be delivered for repurchase by
      the
      Issuer.




If
      a
      Repurchase Notice is properly withdrawn, the Issuer shall not be obligated
      to
      repurchase the Notes listed in such Repurchase Notice.




*Section
      3.09*  *Deposit
      of Repurchase Price*




** (a) ** Prior
      to
      11:00 a.m., New York City time, on the Fundamental Change Repurchase Date or
      the
      Repurchase Date, the Issuer shall deposit with the Paying Agent or, if the
      Issuer is acting as the Paying Agent, shall segregate and hold in trust as
      provided in Section 4.04 an amount of cash (in immediately available funds
      if
      deposited on the Fundamental Change Repurchase Date or the Repurchase Date,
      as
      the case may be), sufficient to pay the aggregate repurchase price of all the
      Notes or portions thereof that are to be repurchased as of the Fundamental
      Change Repurchase Date or the Repurchase Date, as the case may be .




(b)  If
      on the
      Fundamental Change Repurchase Date or the Repurchase Date the Paying Agent
      holds
      money sufficient to pay the repurchase price of the Notes that holders have
      elected to require the Issuer to repurchase in accordance with Section 3.05
      or
      3.06, as the case may be, then, on the Fundamental Change Repurchase Date or
      the
      Repurchase Date, as the case may be, such Notes will cease to be outstanding,
      interest will cease to accrue and all other rights of the holders of such Notes
      will terminate, other than the right to receive the repurchase price upon
      delivery or book-entry transfer of the Note. This will be the case whether
      or
      not book-entry transfer of the Note has been made or the Note has been delivered
      to the Paying Agent.




*31*


*Section
      3.10*  *Notes Repurchased in Part*




** Upon
      presentation of any Note repurchased only in part, the Issuer shall execute
      and
      the Trustee shall authenticate and make available for delivery to the holder
      thereof, at the expense of the Issuer, a new Note or Notes, of any authorized
      denomination, in aggregate principal amount equal to the unrepurchased portion
      of the Notes presented.




*Section
      3.11*  *Repayment to the Issuer*




** Subject
      to Section 11.04, the Paying Agent shall return to the Issuer any cash that
      remains unclaimed, together with interest, if any, thereon, held by them for
      the
      payment of the repurchase price; *provided* that to
      the extent that the aggregate amount of cash deposited by the Issuer pursuant
      to
      Section 3.09 exceeds the aggregate repurchase price of the Notes or portions
      thereof which the Issuer is obligated to repurchase as of the Fundamental Change
      Repurchase Date or the Repurchase Date, as the case may be, then, unless
      otherwise agreed in writing with the Issuer, promptly after the second Business
      Day following the Fundamental Change Repurchase Date or the Repurchase Date,
      as
      the case may be, the Paying Agent shall return any such excess to the Issuer,
      together with interest, if any, thereon.






ARTICLE
      4


Particular
      Covenants of the Issuer




*Section
      4.01*  *Payment
      of Principal, Premium and Interest*




*.* The
      Issuer covenants and agrees that it will duly and punctually pay or cause to
      be
      paid when due the principal of (including the redemption price upon redemption
      or the repurchase price upon repurchase, in each case pursuant to Article 3),
      and premium, if any, and interest on each of the Notes at the places, at the
      respective times and in the manner provided herein and in the
      Notes.




*Section
      4.02*  *Maintenance
      of Office or Agency*




*.* The
      Issuer will maintain an office or agency in the Borough of Manhattan, The City
      of New York, where the Notes may be surrendered for registration of transfer
      or
      exchange or for presentation for payment or for exchange, redemption or
      repurchase and where notices and demands to or upon the Issuer in respect of
      the
      Notes and this Indenture may be served. As of the date of this Indenture, such
      office shall be the Corporate Trust Office and, at any other time, at such
      other
      address as the Trustee may designate from time to time by notice to the Issuer.
      The Issuer will give prompt written notice to the Trustee of the location,
      and
      any change in the location, of such office or agency not designated or appointed
      by the Trustee. If at any time the Issuer 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 .




*32*


The
      Issuer may also from time to time designate co-registrars and one or more
      offices or agencies where the Notes may be presented or surrendered for any
      or
      all such purposes and may from time to time rescind such designations. The
      Issuer 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.




The
      Issuer hereby initially designates the Trustee as Paying Agent, Note Registrar,
      Custodian, Exchange Agent and Bid Solicitation Agent and the Corporate Trust
      Office shall be considered as one such office or agency of the Issuer for each
      of the aforesaid purposes.




So
      long
      as the Trustee is the Note Registrar, the Trustee agrees to mail, or cause
      to be
      mailed, the notices set forth in Section 7.10(a) and the third paragraph of
      Section 7.11. If co-registrars have been appointed in accordance with this
      Section, the Trustee shall mail such notices only to the Issuer and the holders
      of Notes it can identify from its records.




*Section
      4.03*  *Appointments to Fill Vacancies in Trustee’s Office*




*.* The
      Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
      will appoint, upon the terms and conditions and otherwise as provided in Section
      7.10, a Trustee, so that there shall at all times be a Trustee
      hereunder.




*Section
      4.04*  *Provisions
      as to Paying Agent*




(a)  If
      the
      Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee
      shall appoint such a Paying Agent, the Issuer will cause such Paying Agent
      to
      execute and deliver to the Trustee an instrument in which such agent shall
      agree
      with the Trustee, subject to the provisions of this Section 4.04:




(1)  that
      it
      will hold all sums held by it as such agent for the payment of the principal
      of
      and premium, if any, or interest on the Notes (whether such sums have been
      paid
      to it by the Issuer or by any other obligor on the Notes) in trust for the
      benefit of the holders of the Notes;




(2)  that
      it
      will give the Trustee notice of any failure by the Issuer (or by any other
      obligor on the Notes) to make any payment of the principal of and premium,
      if
      any, or interest on the Notes when the same shall be due and payable;
      and




(3)  that
      at
      any time during the continuance of an Event of Default, upon request of the
      Trustee, it will forthwith pay to the Trustee all sums so held in
      trust.




The
      Issuer shall, on or before each due date of the principal of, premium, if any,
      or interest on the Notes, deposit with the Paying Agent a sum (in funds which
      are immediately available on the due date for such payment) sufficient to pay
      such principal, premium, if any, or interest and (unless such Paying Agent
      is
      the Trustee) the Issuer will promptly notify the Trustee of any failure to
      take
      such action; *provided* that if
      such deposit is made on the due date, such deposit shall be received by the
      Paying Agent by 11:00 a.m. New York City time, on such date.




*33*


(b)  If
      the
      Issuer shall act as its own Paying Agent, it will, on or before each due date
      of
      the principal of, premium, if any, or interest on the Notes, set aside,
      segregate and hold in trust for the benefit of the holders of the Notes a sum
      sufficient to pay such principal, premium, if any, and interest so becoming
      due
      and will promptly notify the Trustee of any failure to take such action and
      of
      any failure by the Issuer (or any other obligor under the Notes) to make any
      payment of the principal of, premium, if any, or interest on the Notes when
      the
      same shall become due and payable.




(c)  Anything
      in this Section 4.04 to the contrary notwithstanding, the Issuer may, at any
      time, for the purpose of obtaining a satisfaction and discharge of this
      Indenture, or for any other reason, pay or cause to be paid to the Trustee
      all
      sums held in trust by the Issuer or any Paying Agent hereunder as required
      by
      this Section 4.04, such sums to be held by the Trustee upon the trusts herein
      contained and upon such payment by the Issuer or any Paying Agent to the
      Trustee, the Issuer or such Paying Agent shall be released from all further
      liability with respect to such sums.




(d)  Anything
      in this Section 4.04 to the contrary notwithstanding, the agreement to hold
      sums
      in trust as provided in this Section 4.04 is subject to Section 11.02 and
      Section 11.03.




The
      Trustee shall not be responsible for the actions of any other Paying Agents
      (including the Issuer if acting as its own Paying Agent) and shall have no
      control of any funds held by such other Paying Agents.




*Section
      4.05*  *Existence*




*.* Subject
      to Article 10, each of the Issuer and the Guarantor will do or cause to be
      done
      all things necessary to preserve and keep in full force and effect its existence
      and rights (charter and statutory); *provided* that
      neither the Issuer nor the Guarantor shall be required to preserve any such
      right if the Issuer or the Guarantor, as applicable, shall determine that the
      preservation thereof is no longer desirable in the conduct of the business
      of
      the Issuer or the Guarantor, as applicable, and that the loss thereof is not
      disadvantageous in any material respect to the Noteholders.




*Section
      4.06*  *[Intentionally Omitted]*




*Section
      4.07*  *Rule
      144A Information Requirement*




*.* Within
      the period prior to the expiration of the holding period applicable to sales
      thereof under Rule 144(k) under the Securities Act (or any successor provision),
      each of the Issuer and the Guarantor covenants and agrees that it shall, during
      any period in which it is not subject to Section 13 or 15(d) under the Exchange
      Act, make available to any holder or beneficial holder of Notes or any shares
      of
      Common Stock issued upon exchange thereof which continue to be Restricted
      Securities in connection with any sale thereof and any prospective purchaser
      of
      Notes or such shares of Common Stock designated by such holder or beneficial
      holder, the information required pursuant to Rule 144A(d)(4) under the
      Securities Act upon the request of any holder or beneficial holder of the Notes
      or such shares of Common Stock, all to the extent required to enable such holder
      or beneficial holder to sell its Notes or shares of Common Stock without
      registration under the Securities Act within the limitation of the exemption
      provided by Rule 144A.




*34*


*Section
      4.08*  *.Stay,
      Extension and Usury Laws*




*.* The
      Issuer covenants (to the extent that it may lawfully do so) that it shall not
      at
      any time insist upon, plead, or in any manner whatsoever claim or take the
      benefit or advantage of, any stay, extension or usury law or other law which
      would prohibit or forgive the Issuer from paying all or any portion of the
      principal, premium, if any, or interest on the Notes as contemplated herein,
      wherever enacted, now or at any time hereafter in force, or which may affect
      the
      covenants or the performance of this Indenture and the Issuer (to the extent
      it
      may lawfully do so) hereby expressly waives all benefit or advantage of any
      such
      law, and covenants that it will not, by resort to any such law, 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
      4.09*  *.Compliance
      Certificate*




*.* The
      Issuer shall deliver to the Trustee, within one hundred twenty (120) calendar
      days after the end of each fiscal year of the Issuer, a certificate signed
      by
      any of the principal executive officer, principal financial officer or principal
      accounting officer of the General Partner, stating whether or not to the
      knowledge of the signer thereof the Issuer is in default in the performance
      and
      observance of any of the terms, provisions and conditions of this Indenture
      (without regard to any period of grace or requirement of notice provided
      hereunder) and, if the Issuer shall be in default, specifying all such defaults
      and the nature and the status thereof of which the signer may have
      knowledge.




The
      Issuer will deliver to the Trustee, promptly upon becoming aware of (i) any
      default in the performance or observance of any covenant, agreement or condition
      contained in this Indenture, or (ii) any Event of Default, an Officers’
      Certificate specifying with particularity such default or Event of Default
      and
      further stating what action the Issuer has taken, is taking or proposes to
      take
      with respect thereto.




Any
      notice required to be given under this Section 4.09 shall be delivered to a
      Responsible Officer of the Trustee at its Corporate Trust Office.




*Section
      4.10*  . *Additional
      Interest Notice*




.
      In the
      event that the Issuer is required to pay Additional Interest to holders of
      Notes
      pursuant to the Registration Rights Agreement, the Issuer will provide written
      notice (" **Additional
      Interest Notice"** )
      to the
      Trustee of its obligation to pay Additional Interest no later than fifteen
      (15)
      calendar days prior to the proposed payment date for Additional Interest, and
      the Additional Interest Notice shall set forth the amount of Additional Interest
      to be paid by the Issuer on such payment date. The Trustee shall not at any
      time
      be under any duty or responsibility to any holder of Notes to determine the
      Additional Interest, or with respect to the nature, extent or calculation of
      the
      amount of Additional Interest when made, or with respect to the method employed
      in such calculation of the Additional Interest.






*35*


ARTICLE
      5


Noteholders’
      Lists and Reports by the Issuer and the Trustee




*Section
      5.01*  *Noteholders’
      Lists*




*.* The
      Issuer covenants and agrees that it will furnish or cause to be furnished to
      the
      Trustee, semi-annually, not more than fifteen (15) calendar days after each
      January 1 and July 1 in each year beginning with January 1, 2006, and at such
      other times as the Trustee may reasonably request in writing, within thirty
      (30)
      calendar days after receipt by the Issuer of any such request (or such lesser
      time as the Trustee may reasonably request in order to enable it to timely
      provide any notice to be provided by it hereunder), a list in such form as
      the
      Trustee may reasonably require of the names and addresses of the holders of
      Notes as of a date not more than fifteen (15) calendar days (or such other
      date
      as the Trustee may reasonably request in order to so provide any such notices)
      prior to the time such information is furnished, except that no such list need
      be furnished by the Issuer to the Trustee so long as the Trustee is acting
      as
      the sole Note Registrar.




*Section
      5.02*  *Preservation
      and Disclosure of Lists*




(a)  The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      all
      information as to the names and addresses of the holders of Notes contained
      in
      the most recent list furnished to it as provided in Section 5.01 or maintained
      by the Trustee in its capacity as Note Registrar or co-registrar in respect
      of
      the Notes, if so acting. The Trustee may destroy any list furnished to it as
      provided in Section 5.01 upon receipt of a new list so furnished.




(b)  The
      rights of Noteholders to communicate with other holders of Notes with respect
      to
      their rights under this Indenture or under the Notes, and the corresponding
      rights and duties of the Trustee, shall be as provided by the Trust Indenture
      Act.




(c)  Every
      Noteholder agrees with the Issuer and the Trustee that neither the Issuer nor
      the Trustee nor any agent of either of them shall be held accountable by reason
      of any disclosure of information as to names and addresses of holders of Notes
      made pursuant to the Trust Indenture Act.




*Section
      5.03*  *Reports by Trustee*




*.* (a) ** Within
      sixty (60) calendar days after May 15 of each year commencing with the
      year
      2006, the Trustee shall transmit to holders of Notes such reports dated as
      of
      May 15 of the year in which such reports are made concerning the Trustee
      and its actions under this Indenture as may be required pursuant to the Trust
      Indenture Act at the times and in the manner provided pursuant thereto. In
      the
      event that no events have occurred under the applicable sections of the Trust
      Indenture Act the Trustee shall be under no duty or obligation to provide such
      reports.




*36*


(b)  A
      copy of
      such report shall, at the time of such transmission to holders of Notes, be
      filed by the Trustee with each stock exchange and automated quotation system,
      if
      any, upon which the Notes are listed and with the Issuer. The Issuer will
      promptly notify the Trustee in writing if the Notes are listed on any stock
      exchange or automated quotation system or delisted therefrom.




*Section
      5.04*  *Reports by Issuer*




*.* Whether
      or not the Issuer is subject to Section 13 or 15(d) of the Exchange Act and
      for
      so long as any Notes are outstanding, within the time periods required by the
      applicable rules and regulations of the Commission, the Issuer will furnish
      to
      the holders of the Notes, or cause the Trustee to furnish to the holders of
      the
      Notes, (1) all quarterly and annual reports that would be required to be filed
      with the Commission on Forms 10-Q and 10-K if the Issuer or the Guarantor were
      required to file such reports; and (2) all current reports that would be
      required to be filed with the Commission on Form 8-K if the Issuer or the
      Guarantor were required to file such reports. 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 Issuer’s compliance with any of its covenants hereunder
      (as to which the Trustee is entitled to rely exclusively on an Officers’
      Certificate).






ARTICLE
      6


Remedies
      of the Trustee and Noteholders on an Event of Default




*Section
      6.01*  *Events of Default*




*.* In
      case
      one or more of the following Events of Default (whatever the reason for such
      Event of Default and whether 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) shall
      have occurred and be continuing:




(a)  default
      in the payment of the principal of or premium, if any, on any of the Notes
      as
      and when the same shall be due and payable at maturity, by acceleration or
      otherwise, or default in the payment of the redemption price or the repurchase
      price, in each case, plus accrued and unpaid interest, if any, in connection
      with any redemption or repurchase pursuant to Article 3; or




(b)  default
      in the payment of interest upon any of the Notes as and when the same shall
      be
      due and payable, and continuance of such default for a period of thirty (30)
      calendar days; or




*37*


(c)  default
      in the payment of the Exchange Value when due, whether due in cash or cash
      and
      shares of Common Stock, as the case may be; or




(d)  the
      Issuer fails to provide on a timely basis an Issuer Repurchase Notice after
      the
      occurrence of a Fundamental Change as provided in Section 3.07(b);
      or




(e)  failure
      on the part of the Issuer or the Guarantor to observe or perform any other
      term,
      covenant or agreement in the Notes or in this Indenture (other than a covenant
      or agreement a default in whose performance or whose breach is elsewhere in
      this
      Section 6.01 specifically dealt with) and such failure continues for a period
      of
      thirty (30) calendar days after the date on which written notice of such
      failure, requiring the Issuer or the Guarantor to remedy the same, shall have
      been given to the Issuer or the Guarantor by the Trustee, or to the Issuer,
      the
      Guarantor and a Responsible Officer of the Trustee by the holders of at least
      twenty-five percent (25%) in aggregate principal amount of the Notes at the
      time
      outstanding; or




(f)  a
      default
      in the payment of principal when due, or resulting in upon acceleration of,
      other indebtedness of the Issuer, the Guarantor or any Significant Subsidiary
      of
      the Issuer for borrowed money where the aggregate principal amount with respect
      to which the default or acceleration has occurred exceeds $50.0 million with
      respect to such indebtedness secured by real property and $25.0 million with
      respect to all other indebtedness and, in either case, such indebtedness has
      not
      been discharged, or such default in payment or acceleration has not been cured
      or rescinded, prior to written notice of such failure; or




(g)  failure
      by the Issuer or any of its Subsidiaries to pay final judgments entered by
      a
      court or courts of competent jurisdiction aggregating in excess of $5.0 million,
      which judgments are not paid, discharged or stayed for a period of sixty (60)
      calendar days after such judgments become final and non-appealable;
      or




(h)  the
      Issuer or any of its Significant Subsidiaries pursuant to or under or within
      meaning of any Bankruptcy Law:




(i)  commences
      a voluntary case or proceeding seeking liquidation, reorganization or other
      relief with respect to the Issuer or a Significant Subsidiary of the Issuer
      or
      its debts or seeking the appointment of a trustee, receiver, liquidator,
      custodian or other similar official of the Issuer or a Significant Subsidiary
      of
      the Issuer or any substantial part of the property of the Issuer or a
      Significant Subsidiary of the Issuer; or




(ii)  consents
      to any such relief or to the appointment of or taking possession by any such
      official in an involuntary case or other proceeding commenced against the Issuer
      or a Significant Subsidiary of the Issuer; or




*38*


(iii)  consents
      to the appointment of a custodian of it or for all or substantially of its
      property; or




(iv)  makes
      a
      general assignment for the benefit of creditors; or




(i)  an
      involuntary case or other proceeding shall be commenced against the Issuer
      or a
      Significant Subsidiary of the Issuer seeking liquidation, reorganization or
      other relief with respect to the Issuer or a Significant Subsidiary of the
      Issuer or its debts under any bankruptcy, insolvency or other similar law now
      or
      hereafter in effect or seeking the appointment of a trustee, receiver,
      liquidator, custodian or other similar official of the Issuer or a Significant
      Subsidiary of the Issuer or any substantial part of the property of the Issuer
      or a Significant Subsidiary of the Issuer, and such involuntary case or other
      proceeding shall remain undismissed and unstayed for a period of sixty (60)
      calendar days; or




(j)  a
      court
      of competent jurisdiction enters an order or decree under any Bankruptcy Law
      that:




(i)  is
      for
      relief against the Issuer or any Significant Subsidiary of the Issuer in an
      involuntary case or proceeding; or




(ii)  appoints
      a trustee, receiver, liquidator, custodian or other similar official of the
      Issuer or a Significant Subsidiary of the Issuer or any substantial part of
      the
      property of the Issuer or a Significant Subsidiary of the Issuer;
      or




(iii)  orders
      the liquidation of the Issuer or any Significant Subsidiary of the
      Issuer;




and,
      in
      each case in this clause (j), the order or decree remains unstayed and in effect
      for sixty (60) calendar days;




then,
      and
      in each and every such case (other than an Event of Default specified in Section
      6.01(h), 6.01(i) and 6.01(j)) with respect to the Issuer), unless the principal
      of all of the Notes shall have already become due and payable, either the
      Trustee or the holders of at least twenty-five percent (25%) in aggregate
      principal amount of the Notes then outstanding, by notice in writing to the
      Issuer (and to the Trustee if given by Noteholders), may declare the principal
      of and premium, if any, and interest accrued and unpaid on all the Notes to
      be
      immediately due and payable, and upon any such declaration the same shall be
      immediately due and payable.




If
      an
      Event of Default specified in Section 6.01(h), 6.01(i) or 6.01(j) occurs with
      respect to the Issuer, the principal of and premium, if any, and interest
      accrued and unpaid on all the Notes shall be immediately and automatically
      due
      and payable without necessity of further action.




*39*


If,
      at
      any time after the principal of and premium, if any, and interest on the Notes
      shall have been so declared due and payable, and before any judgment or decree
      for the payment of the monies due shall have been obtained or entered as
      hereinafter provided, holders of a majority in aggregate principal amount of
      the
      Notes then outstanding on behalf of the holders of all of the Notes then
      outstanding, by written notice to the Issuer and to the Trustee, may waive
      all
      defaults or Events of Default and rescind and annul such declaration and its
      consequences subject to Section 6.07 if: (a) the rescission would not conflict
      with any judgment or decree of a court of competent jurisdiction; (b) all Events
      of Default, other than the nonpayment of the principal amount and any accrued
      and unpaid interest that have become due solely because of such acceleration,
      have been cured or waived; (c) interest on overdue installments of interest
      (to
      the extent that payment of such interest is lawful) and on overdue principal,
      which has become due otherwise than by such declaration of acceleration, has
      been paid; and (d) the Issuer has paid the Trustee its reasonable compensation
      and reimbursed the Trustee for its expenses, disbursements and advances pursuant
      to Section 7.06. No such rescission and annulment shall extend to or shall
      affect any subsequent default or Event of Default, or shall impair any right
      consequent thereon. The Issuer shall notify in writing a Responsible Officer
      of
      the Trustee, promptly upon becoming aware thereof, of any Event of Default,
      as
      provided in Section 4.09.




In
      case
      the Trustee shall have proceeded to enforce any right under this Indenture
      and
      such proceedings shall have been discontinued or abandoned because of such
      waiver or rescission and annulment or for any other reason or shall have been
      determined adversely to the Trustee, then and in every such case the Issuer,
      the
      holders of Notes, and the Trustee shall be restored respectively to their
      several positions and rights hereunder, and all rights, remedies and powers
      of
      the Issuer, the holders of Notes, and the Trustee shall continue as though
      no
      such proceeding had been taken.




*Section
      6.02*  *Payments
      of Notes on Default* ; *Suit
      Therefor*




The
      Issuer covenants that in the case of an Event of Default pursuant to Section
      6.01(a) or 6.01(b), upon demand of the Trustee, the Issuer will pay to the
      Trustee, for the benefit of the holders of the Notes, (i) the whole amount
      that
      then shall be due and payable on all such Notes for principal and premium,
      if
      any, or interest, as the case may be, with interest upon the overdue principal
      and premium, if any, and (to the extent that payment of such interest is
      enforceable under applicable law) upon the overdue installments of accrued
      and
      unpaid interest at the rate borne by the Notes, plus 1%, from the required
      payment date and, (ii) in addition thereto, any amounts due the Trustee under
      Section 7.06. Until such demand by the Trustee, the Issuer may pay the principal
      of and premium, if any, and interest on the Notes to the registered holders,
      whether or not the Notes are overdue.




In
      case
      the Issuer shall fail forthwith to pay such amounts upon such demand, the
      Trustee, in its own name and as trustee of an express trust, shall be entitled
      and empowered to institute any actions or proceedings at law or in equity for
      the collection of the sums so due and unpaid, and may prosecute any such action
      or proceeding to judgment or final decree, and may enforce any such judgment
      or
      final decree against the Issuer or any other obligor on the Notes and collect
      in
      the manner provided by law out of the property of the Issuer or any other
      obligor on the Notes wherever situated the monies adjudged or decreed to be
      payable.




*40*


In
      case
      there shall be pending proceedings for the bankruptcy or for the reorganization
      of the Issuer or any other obligor on the Notes under any Bankruptcy Law, or
      any
      other applicable law, or in case a receiver, assignee or trustee in bankruptcy
      or reorganization, liquidator, sequestrator or similar official shall have
      been
      appointed for or taken possession of the Issuer or such other obligor, the
      property of the Issuer or such other obligor, or in the case of any other
      judicial proceedings relative to the Issuer or such other obligor upon the
      Notes, or to the creditors or property of the Issuer or such other obligor,
      the
      Trustee, irrespective of whether the principal of the Notes 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 pursuant to the provisions
      of
      this Section 6.02, shall be entitled and empowered, by intervention in such
      proceedings or otherwise, to file and prove a claim or claims for the whole
      amount of principal, premium, if any, accrued and unpaid interest in respect
      of
      the Notes, and, in case of any judicial proceedings, to file such proofs of
      claim and other papers or documents as may be necessary or advisable in order
      to
      have the claims of the Trustee and of the Noteholders allowed in such judicial
      proceedings relative to the Issuer or any other obligor on the Notes, its or
      their creditors, or its or their property, and to collect and receive any monies
      or other property payable or deliverable on any such claims, and to distribute
      the same after the deduction of any amounts due the Trustee under Section 7.06,
      and to take any other action with respect to such claims, including
      participating as a member of any official committee of creditors, as it
      reasonably deems necessary or advisable, unless prohibited by law or applicable
      regulations, and any receiver, assignee or trustee in bankruptcy or
      reorganization, liquidator, custodian or similar official is hereby authorized
      by each of the Noteholders 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 Noteholders, to pay to the Trustee any amount due it for reasonable
      compensation, expenses, advances and disbursements, including counsel fees
      and
      expenses incurred by it up to the date of such distribution. To the extent
      that
      such payment of reasonable compensation, expenses, advances and disbursements
      out of the estate in any such proceedings shall be denied for any reason,
      payment of the same shall be secured by a lien on, and shall be paid out of,
      any
      and all distributions, dividends, monies, securities and other property which
      the holders of the Notes may be entitled to receive in such proceedings, whether
      in liquidation or under any plan of reorganization or arrangement or
      otherwise.




All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes, may be enforced by the Trustee without the possession of any of
      the
      Notes, or the production thereof at any trial or other proceeding relative
      thereto, and any such suit or 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 Notes.




*41*


In
      any
      proceedings brought by the Trustee (and in 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 Notes,
      and it shall not be necessary to make any holders of the Notes parties to any
      such proceedings.




*Section
      6.03*  *Application of Monies Collected by Trustee*




*.* Any
      monies collected by the Trustee pursuant to this Article 6, shall be applied,
      in
      the following order, at the date or dates fixed by the Trustee for the
      distribution of such monies, upon presentation of the several Notes, and
      stamping thereon the payment, if only partially paid, and upon surrender
      thereof, if fully paid:




FIRST:
      To
      the payment of all amounts due the Trustee under Section 7.06;




SECOND:
      In case the principal of the outstanding Notes shall not have become due and
      be
      unpaid, to the payment of accrued and unpaid interest, if any, on the Notes
      in
      default in the order of the maturity of the installments of such interest,
      with
      interest (to the extent that such interest has been collected by the Trustee)
      as
      provided in Section 6.02 upon the overdue installments of interest at the annual
      rate of 1% above the then applicable interest rate, such payments to be made
      ratably to the Persons entitled thereto;




THIRD:
      In
      case the principal of the outstanding Notes shall have become due, by
      declaration or otherwise, and be unpaid to the payment of the whole amount
      then
      owing and unpaid upon the Notes for principal and premium, if any, and interest,
      with interest on the overdue principal and premium, if any, and (to the extent
      that such interest has been collected by the Trustee) upon overdue installments
      of accrued and unpaid interest, as provided in Section 6.02, and in case such
      monies shall be insufficient to pay in full the whole amounts so due and unpaid
      upon the Notes, then to the payment of such principal and premium, if any,
      and
      interest without preference or priority of principal and premium, if any, over
      interest, or of interest over principal and premium, if any, or of any
      installment of interest over any other installment of interest, or of any Note
      over any other Note, ratably to the aggregate of such principal and premium,
      if
      any, and accrued and unpaid interest; and




FOURTH:
      To the payment of the remainder, if any, to the Issuer or any other Person
      lawfully entitled thereto.




*Section
      6.04*  *Proceedings by Noteholder*




*42*


*.* No
      holder
      of any Note shall have any right by virtue of or by reference to any provision
      of this Indenture to institute any suit, action or proceeding in equity or
      at
      law upon or under or with respect to this Indenture, or for the appointment
      of a
      receiver, trustee, liquidator, custodian or other similar official, or for
      any
      other remedy hereunder, except in the case of a default in the payment of
      principal, premium, if any, or interest on the Notes, unless (a) such holder
      previously shall have given to the Trustee written notice of an Event of Default
      and of the continuance thereof, as hereinbefore provided, (b) the holders of
      at
      least twenty-five percent (25%) in aggregate principal amount of the Notes
      then
      outstanding shall have made written request upon the Trustee to institute such
      action, suit or proceeding in its own name as Trustee hereunder and shall have
      offered to the Trustee such reasonable security or indemnity as it may require
      against the costs, liabilities or expenses to be incurred therein or thereby,
      (c) the Trustee for sixty (60) calendar days after its receipt of such notice,
      request and offer of indemnity, shall have neglected or refused to institute
      any
      such action, suit or proceeding and (d) no direction inconsistent with such
      written request shall have been given to the Trustee pursuant to Section 6.07;
      it being understood and intended, and being expressly covenanted by the taker
      and holder of every Note with every other taker and holder and the Trustee,
      that
      no one or more holders of Notes shall have any right in any manner whatever
      by
      virtue of or by reference to any provision of this Indenture to affect, disturb
      or prejudice the rights of any other holder of Notes, or to obtain or seek
      to
      obtain priority over or preference to any other such holder, or to enforce
      any
      right under this Indenture, except in the manner herein provided and for the
      equal, ratable and common benefit of all holders of Notes (except as otherwise
      provided herein). For the protection and enforcement of this Section 6.04,
      each
      and every Noteholder and the Trustee shall be entitled to such relief as can
      be
      given either at law or in equity.




Notwithstanding
      any other provision of this Indenture and any provision of any Note, the right
      of any holder of any Note to receive payment of the principal of (including
      the
      redemption price or repurchase price upon redemption or repurchase pursuant
      to
      Article 3) and premium, if any, and accrued interest on such Note, on or after
      the respective due dates expressed in such Note or in the event of redemption
      or
      repurchase, or to institute suit for the enforcement of any such payment on
      or
      after such respective dates against the Issuer shall not be impaired or affected
      without the consent of such holder.




Anything
      contained in this Indenture or the Notes to the contrary notwithstanding, the
      holder of any Note, without the consent of either the Trustee or the holder
      of
      any other Note, in its own behalf and for its own benefit, may enforce, and
      may
      institute and maintain any proceeding suitable to enforce, its rights of
      exchange as provided herein.




*Section
      6.05*  *Proceedings by Trustee*




In
      case
      of an Event of Default, the Trustee may, in its discretion, proceed to protect
      and enforce the rights vested in it by this Indenture by such appropriate
      judicial proceedings as are necessary to protect and enforce any of such rights,
      either by suit in equity or by action at law or by proceeding in bankruptcy
      or
      otherwise, whether for the specific enforcement of any covenant or agreement
      contained in this Indenture or in aid of the exercise of any power granted
      in
      this Indenture, or to enforce any other legal or equitable right vested in
      the
      Trustee by this Indenture or by law.




*43*


*Section
      6.06*  *Remedies Cumulative and Continuing*




** All
      powers and remedies given by this Article 6 to the Trustee or to the Noteholders
      shall, to the extent permitted by law, be deemed cumulative and not exclusive
      of
      any thereof or of any other powers and remedies available to the Trustee or
      the
      holders of the Notes, by judicial proceedings or otherwise, to enforce the
      performance or observance of the covenants and agreements contained in this
      Indenture, and no delay or omission of the Trustee or of any holder of any
      of
      the Notes to exercise any right or power accruing upon any default or Event
      of
      Default occurring and continuing as aforesaid shall impair any such right or
      power, or shall be construed to be a waiver of any such default or any
      acquiescence therein, and, subject to the provisions of Section 6.04, every
      power and remedy given by this Article 6 or by law to the Trustee or to the
      Noteholders may be exercised from time to time, and as often as shall be deemed
      expedient, by the Trustee or by the Noteholders.




*Section
      6.07*  *Direction of Proceedings and Waiver of Defaults by Majority of
      Noteholders*




** The
      holders of not less than a majority in aggregate principal amount of the Notes
      at the time outstanding 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; *provided* that (a)
      such direction shall not be in conflict with any rule of law or with this
      Indenture, (b) the Trustee may take any other action which is not inconsistent
      with such direction, (c) the Trustee may decline to take any action that would
      benefit some Noteholder to the detriment of other Noteholders and (d) the
      Trustee may decline to take any action that would involve the Trustee in
      personal liability.




The
      holders of a majority in aggregate principal amount of the Notes at the time
      outstanding may, on behalf of the holders of all of the Notes, waive any past
      default or Event of Default hereunder and its consequences except (i) a
      default in the payment of the principal of, premium, if any, or interest on
      the
      Notes, (ii) a failure by the Issuer to exchange any Notes as required by this
      Indenture, (iii) a default in the payment of the redemption price on the
      redemption date pursuant to Article 3, (iv) a default in the payment of the
      repurchase price on the Fundamental Change Repurchase Date or the Repurchase
      Date pursuant to Article 3 or (v) a default in respect of a covenant or
      provisions hereof which under Article 9 cannot be modified or amended without
      the consent of the holders of all Notes then outstanding or each Note affected
      thereby.




Upon
      any
      such waiver, the Issuer, the Trustee and the holders of the Notes shall be
      restored to their former positions and rights hereunder; but no such waiver
      shall extend to any subsequent or other default or Event of Default or impair
      any right consequent thereon. Whenever any default or Event of Default hereunder
      shall have been waived as permitted by this Section 6.07, said default or Event
      of Default shall for all purposes of the Notes and this Indenture be deemed
      to
      have been cured and to be not continuing; but no such waiver shall extend to
      any
      subsequent or other default or Event of Default or impair any right consequent
      thereon.




*44*


*Section
      6.08*  *Notice of Defaults*




** The
      Trustee shall, within ninety (90) calendar days after a Responsible Officer
      of
      the Trustee has knowledge of the occurrence of a default, mail to all
      Noteholders, as the names and addresses of such holders appear upon the Note
      Register, notice of all defaults known to a Responsible Officer, unless such
      defaults shall have been cured or waived before the giving of such
      notice; *provided* that
      except in the case of default in the payment of the principal of, or premium,
      if
      any, or interest on any of the Notes, 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 determines that the
      withholding of such notice is in the interest of the Noteholders.




*Section
      6.09*  *Undertaking to Pay Costs*




** All
      parties to this Indenture agree, and each holder of any Note by its 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; *provided* that the
      provisions of this Section 6.09 (to the extent permitted by law) shall not
      apply
      to any suit instituted by the Trustee, to any suit instituted by any Noteholder,
      or group of Noteholders, holding in the aggregate more than ten percent in
      principal amount of the Notes at the time outstanding determined in accordance
      with Section 8.04, or to any suit instituted by any Noteholder for the
      enforcement of the payment of the principal of, or premium, if any, or interest
      on any Note on or after the due date expressed in such Note or to any suit
      for
      the enforcement of the right to exchange any Note in accordance with the
      provisions of Article 13.








ARTICLE
      7


The
      Trustee




*Section
      7.01*  *Duties and Responsibilities of Trustee*




** The
      Trustee, prior to the occurrence of an Event of Default and after the curing
      or
      waiver of all Events of Default which may have occurred, undertakes to perform
      such duties and only such duties as are specifically set forth in this
      Indenture. In case an Event of Default has occurred (which has not been cured
      or
      waived), the Trustee shall 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 person would exercise or use under the circumstances in the conduct
      of its own affairs.




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:




*45*


(a)  prior
      to
      the occurrence of an Event of Default and after the curing or waiving of all
      Events of Default which may have occurred:




(i)  the
      duties and obligations of the Trustee shall be determined solely by the express
      provisions of this Indenture and the Trust Indenture Act, and the Trustee shall
      not be liable except for the performance of such duties and obligations as
      are
      specifically set forth in this Indenture and no implied covenants or obligations
      shall be read into this Indenture and the Trust Indenture Act against the
      Trustee; and




(ii)  in
      the
      absence of bad faith and willful misconduct on the part of the Trustee, the
      Trustee may conclusively rely as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any 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 provisions
      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;




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




(c)  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 written direction of the
      holders of not less than a majority in principal amount of the Notes at the
      time
      outstanding determined as provided in Section 8.04 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;




(d)  whether
      or not therein 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;




(e)  the
      Trustee shall not be liable in respect of any payment (as to the correctness
      of
      amount, entitlement to receive or any other matters relating to payment) or
      notice effected by the Issuer or any Paying Agent (other than the Trustee)
      or
      any records maintained by any co-registrar (other than the Trustee) with respect
      to the Notes;




(f)  if
      any
      party fails to deliver a notice relating to an event the fact of which, pursuant
      to this Indenture, requires notice to be sent to the Trustee, the Trustee may
      conclusively rely on its failure to receive such notice as reason to act as
      if
      no such event occurred unless a Responsible Officer of the Trustee has actual
      knowledge thereof or unless the Trustee has otherwise received written notice
      thereof; and




*46*


(g)  the
      Trustee shall not be deemed to have knowledge of any Event of Default hereunder
      unless a Responsible Officer of the Trustee has actual knowledge thereof or
      unless the Trustee shall have been notified in writing of such Event of Default
      by the Issuer or a holder of Notes.




None
      of
      the provisions contained in this Indenture shall require the Trustee to expend
      or risk its own funds or otherwise incur personal financial liability in the
      performance of any of its duties or in the exercise of any of its rights or
      powers, if there is reasonable ground for believing that the repayment of such
      funds or adequate indemnity against such risk or liability is not reasonably
      assured to it.




*Section
      7.02*  *Reliance on Documents, Opinions, etc.*




** Except
      as
      otherwise provided in Section 7.01:




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




(b)  any
      request, direction, order or demand of the Issuer mentioned herein shall be
      sufficiently evidenced by an Officers’ Certificate (unless other evidence in
      respect thereof be herein specifically prescribed); and any resolution of the
      Board of Directors may be evidenced to the Trustee by a copy thereof certified
      by the Secretary or an Assistant Secretary of the General Partner;




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




(d)  the
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request, order or direction of any of
      the
      Noteholders pursuant to the provisions of this Indenture, unless such
      Noteholders shall have offered to the Trustee reasonable security or indemnity
      reasonably satisfactory to it against the costs, expenses and liabilities which
      may be incurred therein or thereby;




(e)  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 or other paper
      or
      document, but the Trustee 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, personally or by agent or
      attorney;




*47*


(f)  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 by it with due care hereunder;




(g)  the
      Trustee shall not be liable for any action taken, suffered or omitted to be
      taken 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;




(h)  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 to act hereunder;




(i)  the
      Trustee may request that the Issuer deliver an Officers’ Certificate setting
      forth the names of individuals and/or titles of officers authorized at such
      time
      to take specified actions pursuant to this Indenture, which Officers’
      Certificate may be signed by any person authorized to sign an Officers’
      Certificate, including any person specified as so authorized in any such
      certificate previously delivered and not superseded; and




(j)  any
      permissive right or authority granted to the Trustee shall not be construed
      as a
      mandatory duty.




*Section
      7.03*  *No
      Responsibility for Recitals, etc.*




** The
      recitals contained herein and in the Notes (except in the Trustee’s certificate
      of authentication) shall be taken as the statements of the Issuer, and the
      Trustee assumes no responsibility for the correctness of the same. The Trustee
      makes no representations as to the validity or sufficiency of this Indenture
      or
      of the Notes. The Trustee shall not be accountable for the use or application
      by
      the Issuer of any Notes or the proceeds of any Notes authenticated and delivered
      by the Trustee in conformity with the provisions of this Indenture.




*Section
      7.04*  *Trustee, Paying Agents, Exchange Agents, Bid Solicitation Agent or Registrar
      May
      Own Notes*




** The
      Trustee, any Paying Agent, the Exchange Agent, the Bid Solicitation Agent,
      or
      Note Registrar, in its individual or any other capacity, may become the owner
      or
      pledgee of Notes with the same rights it would have if it were not Trustee,
      Paying Agent, exchange agent, Exchange Agent, Bid Solicitation Agent or Note
      Registrar.




*Section
      7.05*  *Monies to be Held in Trust*




** Subject
      to the provisions of Section 11.02, all monies received by the Trustee shall,
      until used or applied as herein provided, be held in trust for the purposes
      for
      which they were received. Money held by the Trustee in trust hereunder need
      not
      be segregated from other funds except to the extent required by law. Except
      as
      otherwise provided herein, the Trustee shall be under no liability for interest
      on any money received by it hereunder except as may be agreed in writing from
      time to time by the Issuer and the Trustee.




*48*


*Section
      7.06*  *Compensation and Expenses of Trustee*




** The
      Issuer covenants and agrees to pay to the Trustee from time to time, and the
      Trustee shall be entitled to, such compensation for all services rendered by
      it
      hereunder in any capacity (which shall not be limited by any provision of law
      in
      regard to the compensation of a trustee of an express trust) as mutually agreed
      to from time to time in writing between the Issuer and the Trustee, and the
      Issuer will pay or reimburse the Trustee upon its request for all reasonable
      expenses, disbursements and advances reasonably incurred or made by the Trustee
      in accordance with any of the provisions of this Indenture (including the
      reasonable compensation and the reasonable expenses and disbursements of its
      counsel and of all Persons not regularly in its employ) except any such expense,
      disbursement or advance as may arise from its negligence, willful misconduct,
      recklessness or bad faith. The Issuer also covenants to indemnify the Trustee
      and any predecessor Trustee (or any officer, director or employee of the
      Trustee), in any capacity under this Indenture and any authenticating agent
      for,
      and to hold them harmless against, any and all loss, liability, damage, claim
      or
      reasonable expense including taxes (other than taxes based on the income of
      the
      Trustee) incurred without negligence, willful misconduct, recklessness or bad
      faith on the part of the Trustee or such officers, directors, employees or
      authenticating agent, as the case may be, and arising out of or in connection
      with the acceptance or administration of this trust or in any other capacity
      hereunder, including the reasonable costs and expenses of defending themselves
      against any claim (whether asserted by the Issuer, any holder or any other
      Person) of liability in the premises. The obligations of the Issuer under this
      Section 7.06 to compensate or indemnify the Trustee and to pay or reimburse
      the
      Trustee for reasonable expenses, disbursements and advances shall be secured
      by
      a lien prior to that of the Notes upon all property and funds held or collected
      by the Trustee as such, except funds held in trust for the benefit of the
      holders of particular Notes. The obligation of the Issuer under this Section
      shall survive the satisfaction and discharge of this Indenture.




When
      the
      Trustee and its agents and any authenticating agent incur expenses or render
      services after an Event of Default specified in Section 6.01(h), 6.01(i) or
      6.01(j) with respect to the Issuer occurs, the expenses and the compensation
      for
      the services are intended to constitute reasonable expenses of administration
      under any bankruptcy, insolvency or similar laws.




*Section
      7.07*  *Officers’ Certificate as Evidence*




** Except
      as
      otherwise provided in Section 7.01, whenever in the administration of the
      provisions of this Indenture the Trustee shall deem it necessary or desirable
      that a matter be proved or established prior to taking or omitting any action
      hereunder, such matter (unless other evidence in respect thereof be herein
      specifically prescribed) may, in the absence of gross negligence, bad faith,
      recklessness or willful misconduct on the part of the Trustee, be deemed to
      be
      conclusively proved and established by an Officers’ Certificate delivered to the
      Trustee.




*49*


*Section
      7.08*  *Conflicting Interests of Trustee*




** If
      the
      Trustee has or shall acquire a conflicting interest within the meaning of the
      Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
      to the extent and in the manner provided by, and subject to the provisions
      of,
      the Trust Indenture Act and this Indenture.




*Section
      7.09*  *Eligibility of Trustee*




** There
      shall at all times be a Trustee hereunder which shall be a Person that is
      eligible pursuant to the Trust Indenture Act to act as such and has a combined
      capital and surplus of at least $50.0 million (or if such Person is a member
      of
      a bank holding company system, its bank holding company shall have a combined
      capital and surplus of at least $50.0 million). If such Person publishes reports
      of condition at least annually, pursuant to law or to the requirements of any
      supervising or examining authority, then for the purposes of this Section the
      combined capital and surplus of such Person 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 7.09, it shall resign immediately in the
      manner and with the effect hereinafter specified in this Article.




*Section
      7.10*  *Resignation or Removal of Trustee*




(a)  The
      Trustee may at any time resign by giving written notice of such resignation
      to
      the Issuer and to the holders of Notes. Upon receiving such notice of
      resignation, the Issuer shall promptly appoint a successor trustee by written
      instrument, in duplicate, executed by order of the Board of Directors, one
      copy
      of which instrument shall be delivered to the resigning Trustee and one copy
      to
      the successor trustee. If no successor trustee shall have been so appointed
      and
      have accepted appointment sixty (60) calendar days after the mailing of such
      notice of resignation to the Noteholders, the resigning Trustee may, upon ten
      Business Days’ notice to the Issuer and the Noteholders, appoint a successor
      identified in such notice or may petition, at the expense of the Issuer, any
      court of competent jurisdiction for the appointment of a successor trustee,
      or,
      if any Noteholder who has been a bona fide holder of a Note or Notes for at
      least six months may, subject to the provisions of Section 6.09, on behalf
      of
      itself and all others similarly situated, petition any such court for the
      appointment of a successor trustee. Such court may thereupon, after such notice,
      if any, as it may deem proper and prescribe, appoint a successor
      trustee.




(b)  In
      case
      at any time any of the following shall occur:




(i)  the
      Trustee shall fail to comply with Section 7.08 after written request therefor
      by
      the Issuer or by any Noteholder who has been a bona fide holder of a Note or
      Notes for at least six months; or




(ii)  the
      Trustee shall cease to be eligible in accordance with the provisions of Section
      7.09 and shall fail to resign after written request therefor by the Issuer
      or by
      any such Noteholder; or




*50*


(iii)  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, the Issuer may remove the Trustee and appoint a successor trustee
      by written instrument, in duplicate, executed by order of the Board of
      Directors, one copy of which instrument shall be delivered to the Trustee so
      removed and one copy to the successor trustee, or, subject to the provisions
      of
      Section 6.09, any Noteholder who has been a bona fide holder of a Note or Notes
      for at least six months may, on behalf of itself and all others similarly
      situated, petition any court of competent jurisdiction for the removal of the
      Trustee and the appointment of a successor trustee; *provided* that if
      no successor Trustee shall have been appointed and have accepted appointment
      sixty (60) calendar days after either the Issuer or the Noteholders has removed
      the Trustee, or the Trustee resigns, the Trustee so removed may petition, at
      the
      expense of the Issuer, any court of competent jurisdiction for an appointment
      of
      a successor trustee. Such court may thereupon, after such notice, if any, as
      it
      may deem proper and prescribe, remove the Trustee and appoint a successor
      trustee.




(c)  Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to any of the provisions of this Section 7.10 shall become effective
      upon acceptance of appointment by the successor trustee as provided in Section
      7.11.




(d)  Notwithstanding
      the replacement of the Trustee pursuant to this Section, the Issuer’s
      obligations under Section 7.06 shall continue for the benefit of the retiring
      Trustee.




*Section
      7.11.*  *Acceptance by Successor Trustee.* Any
      successor trustee appointed as provided in Section 7.10 shall execute,
      acknowledge and deliver to the Issuer and to its predecessor trustee an
      instrument accepting such appointment hereunder, and thereupon the resignation
      or removal of the predecessor trustee shall become effective and such successor
      trustee, without any further act, deed or conveyance, shall become vested with
      all the rights, powers, duties and obligations of its predecessor hereunder,
      with like effect as if originally named as trustee herein; but, nevertheless,
      on
      the written request of the Issuer or of the successor trustee, the trustee
      ceasing to act shall, upon payment of any amount then due it pursuant to the
      provisions of Section 7.06, execute and deliver an instrument transferring
      to
      such successor trustee all the rights and powers of the trustee so ceasing
      to
      act. Upon request of any such successor trustee, the Issuer shall execute any
      and all instruments in writing for more fully and certainly vesting in and
      confirming to such successor trustee all such rights and powers. Any trustee
      ceasing to act shall, nevertheless, retain a lien upon all property and funds
      held or collected by such trustee as such, except for funds held in trust for
      the benefit of holders of particular Notes, to secure any amounts then due
      it
      pursuant to the provisions of Section 7.06.




*51*


No
      successor trustee shall accept appointment as provided in this Section 7.11
      unless, at the time of such acceptance, such successor trustee shall be
      qualified under the provisions of Section 7.08 and be eligible under the
      provisions of Section 7.09.




Upon
      acceptance of appointment by a successor trustee as provided in this Section
      7.11, the Issuer (or the former trustee, at the written direction of the Issuer)
      shall mail or cause to be mailed notice of the succession of such trustee
      hereunder to the holders of Notes at their addresses as they shall appear on
      the
      Note Register. If the Issuer fails to mail such notice within ten (10) calendar
      days after acceptance of appointment by the successor trustee, the successor
      trustee shall cause such notice to be mailed at the expense of the
      Issuer.




*Section
      7.12*  *Succession by Merger*




** Any
      corporation into which the Trustee may be merged or exchanged or with which
      it
      may be consolidated, or any corporation resulting from any merger, exchange
      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 (including any trust created by this Indenture), shall be the successor
      to the Trustee hereunder without the execution or filing of any paper or any
      further act on the part of any of the parties hereto, *provided* that in
      the case of any corporation succeeding to all or substantially all of the
      corporate trust business of the Trustee, such corporation shall be qualified
      under the provisions of Section 7.08 and eligible under the provisions of
      Section 7.09.




In
      case
      at the time such successor to the Trustee shall succeed to the trusts created
      by
      this Indenture, any of the Notes shall have been authenticated but not
      delivered, any such successor to the Trustee may adopt the certificate of
      authentication of any predecessor trustee or authenticating agent appointed
      by
      such predecessor trustee, and deliver such Notes so authenticated; and in case
      at that time any of the Notes shall not have been authenticated, any successor
      to the Trustee or any authenticating agent appointed by such successor trustee
      may authenticate such Notes in the name of the successor trustee; and in all
      such cases such certificates shall have the full force that is provided in
      the
      Notes or in this Indenture; *provided* that the
      right to adopt the certificate of authentication of any predecessor Trustee
      or
      authenticate Notes in the name of any predecessor Trustee shall apply only
      to
      its successor or successors by merger, exchange or consolidation.




*Section
      7.13*  *Preferential Collection of Claims.* If
      and
      when the Trustee shall be or become a creditor of the Issuer (or any other
      obligor upon the Notes), the Trustee shall be subject to the provisions of
      the
      Trust Indenture Act regarding the collection of the claims against the Issuer
      (or any such other obligor).






*52*


ARTICLE
      8


The
      Noteholders




*Section
      8.01*  *Action by Noteholders*


** Whenever
      in this Indenture it is provided that the holders of a specified percentage
      in
      aggregate principal amount of the Notes may take any action (including the
      making of any demand or request, the giving of any notice, consent or waiver
      or
      the taking of any other action), the fact that at the time of taking any such
      action, the holders of such specified percentage have joined therein may be
      evidenced (a) by any instrument or any number of instruments of similar tenor
      executed by Noteholders in person or by agent or proxy appointed in writing,
      or
      (b) by the record of the holders of Notes voting in favor thereof at any meeting
      of Noteholders, or (c) by a combination of such instrument or instruments and
      any such record of such a meeting of Noteholders. Whenever the Issuer or the
      Trustee solicits the taking of any action by the holders of the Notes, the
      Issuer or the Trustee may fix in advance of such solicitation a date as the
      record date for determining holders entitled to take such action. The record
      date, if any, shall be not more than fifteen (15) calendar days prior to the
      date of commencement of solicitation of such action.




*Section
      8.02*  *Proof of Execution by Noteholders*




Subject
      to the provisions of Sections 7.01 and 7.02, proof of the execution of any
      instrument by a Noteholder or its agent or proxy shall be sufficient if made
      in
      accordance with such reasonable rules and regulations as may be prescribed
      by
      the Trustee or in such manner as shall be satisfactory to the Trustee. The
      holding of Notes shall be proved by the registry of such Notes or by a
      certificate of the Note Registrar.




*Section
      8.03*  *Absolute Owners*




** The
      Issuer, the Trustee, any Paying Agent, any exchange agent and any Note Registrar
      may deem the Person in whose name such Note shall be registered upon the Note
      Register to be, and may treat it as, the absolute owner of such Note (whether
      or
      not such Note shall be overdue and notwithstanding any notation of ownership
      or
      other writing thereon made by any Person other than the Issuer or any Note
      Registrar) for the purpose of receiving payment of or on account of the
      principal of, premium, if any, and interest on such Note, for exchange of such
      Note and for all other purposes; and neither the Issuer nor the Trustee nor
      any
      Paying Agent nor any exchange agent nor any Note Registrar shall be affected
      by
      any notice to the contrary. All such payments so made to any holder for the
      time
      being, or upon its order, shall be valid, and, to the extent of the sum or
      sums
      so paid, effectual to satisfy and discharge the liability for monies payable
      upon any such Note.




*Section
      8.04*  *Issuer-Owned Notes Disregarded*




** In
      determining whether the holders of the requisite aggregate principal amount
      of
      Notes have concurred in any direction, consent, waiver or other action under
      this Indenture, Notes which are owned by the Issuer or any other obligor on
      the
      Notes or any Affiliate of the Issuer or any other obligor on the Notes shall
      be
      disregarded and deemed not to be outstanding for the purpose of any such
      determination; *provided* that for
      the purposes of determining whether the Trustee shall be protected in relying
      on
      any such direction, consent, waiver or other action, only Notes which a
      Responsible Officer knows are so owned shall be so disregarded. Notes so owned
      which have been pledged in good faith may be regarded as outstanding for the
      purposes of this Section 8.04 if the pledgee shall establish to the satisfaction
      of the Trustee the pledgee’s right to vote such Notes and that the pledgee is
      not the Issuer, any other obligor on the Notes or any Affiliate of the Issuer
      or
      any such other obligor. In the case of a dispute as to such right, any decision
      by the Trustee taken upon the advice of counsel shall be full protection to
      the
      Trustee. Upon request of the Trustee, the Issuer shall furnish to the Trustee
      promptly an Officers’ Certificate listing and identifying all Notes, if any,
      known by the Issuer to be owned or held by or for the account of any of the
      above described Persons, and, subject to Section 7.01, the Trustee shall be
      entitled to accept such Officers’ Certificate as conclusive evidence of the
      facts therein set forth and of the fact that all Notes not listed therein are
      outstanding for the purpose of any such determination.




*53*


*Section
      8.05*  *Revocation of Consents; Future Holders Bound*




** At
      any
      time prior to (but not after) the evidencing to the Trustee, as provided in
      Section 8.01, of the taking of any action by the holders of the percentage
      in
      aggregate principal amount of the Notes specified in this Indenture in
      connection with such action, any holder of a Note which is shown by the evidence
      to be included in the Notes the holders of which have consented to such action
      may, by filing written notice with the Trustee at its Corporate Trust Office
      and
      upon proof of holding as provided in Section 8.02, revoke such action so far
      as
      concerns such Note. Except as aforesaid, any such action taken by the holder
      of
      any Note shall be conclusive and binding upon such holder and upon all future
      holders and owners of such Note and of any Notes issued in exchange or
      substitution therefor, irrespective of whether any notation in regard thereto
      is
      made upon such Note or any Note issued in exchange or substitution
      therefor.






ARTICLE
      9


Supplemental
      Indentures




*Section
      9.01*  *Supplemental Indentures Without Consent of Noteholders*




** The
      Issuer, when authorized by the resolutions of the Board of Directors, the
      Guarantor and the Trustee may, from time to time, and at any time enter into
      an
      indenture or indentures supplemental without the consent of the holders of
      the
      Notes hereto for one or more of the following purposes:




(a)  to
      evidence a successor to the Issuer and the assumption by that successor of
      the
      obligations of the Issuer under this Indenture and the Notes;




(b)  to
      provide for exchange right of holders of the Notes if any reclassification
      or
      change of shares of Common Stock or any consolidation, merger or sale of all
      or
      substantially all of the property or assets of the Issuer or the
      Guarantor;




*54*


(c)  to
      add to
      the covenants of the Issuer or the Guarantor for the benefit of the holders
      of
      the Notes or to surrender any right or power conferred upon the
      Issuer;




(d)  to
      secure
      the obligations of the Issuer and the Guarantor in respect of the
      Notes;




(e)  to
      add
      guarantees;




(f)  to
      evidence and provide the acceptance of the appointment of a successor Trustee
      under this Indenture;




(g)  to
      comply
      with the requirements of the Commission in order to effect or maintain
      qualification of this Indenture under the Trust Indenture Act, as contemplated
      by this Indenture or otherwise;




(h)  to
      cure
      any ambiguity, omission, defect or inconsistency in this Indenture or make
      any
      other provision with respect to matters or questions arising under this
      Indenture which the Issuer may deem necessary or desirable and which shall
      not
      be inconsistent with provisions of this Indenture; *provided* that
      such modification or amendment does not, in the good faith opinion of the Board
      of Directors, adversely affect the interests of the holders of the Notes in
      any
      material respect;




(i)  to
      add or
      modify any provision with respect to matters or questions arising under this
      Indenture which the Issuer and the Trustee may deem necessary or desirable
      and
      which will not adversely affect the interests of the holders of the Notes in
      any
      material respect; or




(j)  to
      modify
      any provision of this Indenture to conform that provision to the description
      thereof set forth in the Offering Memorandum.




Upon
      the
      written request of the Issuer, accompanied by a copy of the resolutions of
      the
      Board of Directors certified by the General Partner’s Secretary or Assistant
      Secretary authorizing the execution of any supplemental indenture, the Trustee
      is hereby authorized to join with the Issuer and the Guarantor in the execution
      of any such supplemental indenture, to make any further appropriate agreements
      and stipulations that may be therein contained and to accept the conveyance,
      transfer and assignment of any property thereunder, but the Trustee shall not
      be
      obligated to, but may in its discretion, enter into any supplemental indenture
      that affects the Trustee’s own rights, duties or immunities under this Indenture
      or otherwise.




Any
      supplemental indenture authorized by the provisions of this Section 9.01 may
      be
      executed by the Issuer, the Guarantor and the Trustee without the consent of
      the
      holders of any of the Notes at the time outstanding, notwithstanding any of
      the
      provisions of Section 9.02.




*55*


*Section
      9.02*  *Supplemental Indenture With Consent of Noteholders*




With
      the
      consent (evidenced as provided in Article 8) of the holders of not less than
      a
      majority in aggregate principal amount of the Notes at the time outstanding,
      the
      Issuer, when authorized by the resolutions of the Board of Directors, the
      Guarantor and the Trustee may, from time to time and at any time, 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 any supplemental indenture or modifying in any manner the
      rights of the holders of the Notes; *provided* that no
      such supplemental indenture shall, without the consent of the holder of each
      Note so affected:




(a)  impair
      or
      adversely affect the manner of calculation or rate of accrual of interest on
      the
      Notes or change the time of payment thereof;




(b)  make
      the
      Note payable in money or securities other than that stated in the
      note;




(c)  change
      the Maturity Date;




(d)  reduce
      the principal amount, redemption price, repurchase price or fundamental change
      repurchase price with respect to the Notes;




(e)  make
      any
      change that impairs or adversely affects the exchange rights of the holders
      of
      the Notes;




(f)  make
      any
      change that impairs or adversely affects the right to require the Issuer to
      repurchase the Notes;




(g)  impair
      the right to institute suit for the enforcement of any payment with respect
      to
      the Notes or with respect to exchange of the Notes;




(h)  change
      the obligation of the Issuer to redeem any Notes called for redemption on a
      redemption date in a manner adverse to the holders;




(i)  change
      the obligation of the Issuer to maintain an office or agency in New York City
      pursuant to Section 4.02;




(j)  make
      the
      Notes subordinate in right of payment to any other indebtedness;




(k)  reduce
      the percentage in aggregate principal amount of Outstanding Notes required
      to
      modify or amend this Indenture;or




(l)  modify
      Section 6.07 or this Section 9.02.




*56*


Upon
      the
      written request of the Issuer, accompanied by a copy of the resolutions of
      the
      Board of Directors certified by the General Partner’s Secretary or Assistant
      Secretary authorizing the execution of any such supplemental indenture, and
      upon
      the filing with the Trustee of evidence of the consent of Noteholders as
      aforesaid, the Trustee shall join with the Issuer and the Guarantor in the
      execution of such supplemental indenture unless such supplemental indenture
      affects the Trustee’s own rights, duties or immunities under this Indenture or
      otherwise, in which case the Trustee may in its discretion, but shall not be
      obligated to, enter into such supplemental indenture.




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




*Section
      9.03*  *Effect of Supplemental Indenture*




** Any
      supplemental indenture executed pursuant to the provisions of this Article
      9
      shall comply with the Trust Indenture Act, as then in effect, *provided* that
      this Section 9.03 shall not require such supplemental indenture or the Trustee
      to be qualified under the Trust Indenture Act prior to the time, if ever, such
      qualification is in fact required under the terms of the Trust Indenture Act
      or
      the Indenture has been qualified under the Trust Indenture Act, nor shall it
      constitute any admission or acknowledgment by any party to such supplemental
      indenture that any such qualification is required prior to the time, if ever,
      such qualification is in fact required under the terms of the Trust Indenture
      Act or the Indenture has been qualified under the Trust Indenture Act. Upon
      the
      execution of any supplemental indenture pursuant to the provisions of this
      Article 9, this Indenture shall be and be deemed to be modified and amended
      in
      accordance therewith and the respective rights, limitation of rights,
      obligations, duties and immunities under this Indenture of the Trustee, the
      Issuer and the holders of Notes shall thereafter be determined, exercised and
      enforced hereunder, subject in all respects to such modifications and amendments
      and all the terms and conditions of any such supplemental indenture shall be
      and
      be deemed to be part of the terms and conditions of this Indenture for any
      and
      all purposes.




*Section
      9.04*  *Notation on Notes*




** Notes
      authenticated and delivered after the execution of any supplemental indenture
      pursuant to the provisions of this Article 9 may bear a notation in form
      approved by the Trustee as to any matter provided for in such supplemental
      indenture. If the Issuer or the Trustee shall so determine, new Notes so
      modified as to conform, in the opinion of the Trustee and the Board of
      Directors, to any modification of this Indenture contained in any such
      supplemental indenture may, at the Issuer’s expense, be prepared and executed by
      the Issuer, authenticated by the Trustee (or an authenticating agent duly
      appointed by the Trustee pursuant to Section 15.11) and delivered in exchange
      for the Notes then outstanding, upon surrender of such Notes then
      outstanding.




*Section
      9.05*  *Evidence of Compliance of Supplemental Indenture to be Furnished to
      Trustee*




** Prior
      to
      entering into any supplemental indenture pursuant to this Article 9, the Trustee
      shall be provided with an Officers’ Certificate and an Opinion of Counsel as
      conclusive evidence that any supplemental indenture executed pursuant hereto
      complies with the requirements of this Article 9 and is otherwise authorized
      or
      permitted by this Indenture.




*57*




ARTICLE
      10


Consolidation,
      Merger, Sale, Conveyance and Lease




*Section
      10.01*  *Issuer May Consolidate on Certain Terms*




** Subject
      to the provisions of Section 10.02, the Issuer shall not, in a single
      transaction or a series of related transactions, consolidate or merge with
      or
      into any other Person or Persons (whether or not affiliated with the Issuer),
      nor shall the Issuer sell, convey, transfer or lease all or substantially all
      of
      the property and assets of the Issuer to any other Person (whether or not
      affiliated with the Issuer), unless: (i) the Issuer is the continuing entity,
      or
      the resulting, surviving or transferee Person (if other than the Issuer) is
      an
      entity organized and existing under the laws of the United States of America,
      any state thereof or the District of Columbia; ** (ii) upon
      any such consolidation, merger, sale, conveyance, transfer or lease, the due
      and
      punctual payment of the principal of, and premium, if any, and interest on
      all
      of the Notes, and the due and punctual performance and observance of all of
      the
      covenants and conditions of this Indenture to be performed or satisfied by
      the
      Issuer, shall be expressly assumed by a supplemental indenture reasonably
      satisfactory in form to the Trustee and all of the obligations of the Issuer
      under the Registration Rights Agreement shall be expressly assumed by a
      supplemental agreement, in each case, executed and delivered to the Trustee
      by
      the Person (if other than the Issuer) formed by such consolidation, or into
      which the Issuer shall have been merged, or by the Person that shall have
      acquired or leased such property, and such supplemental indenture shall provide
      for the applicable exchange rights set forth in Section 13.06; (iii) if as
      a
      result of any such consolidation, merger, sale, conveyance, transfer or lease
      the Notes become exchangeable into common stock or other securities issued
      by a
      Person pursuant to Section 13.01, such Person shall have fully and
      unconditionally guaranteed all obligations under the Notes and this Indenture
      as
      provided in Article 14 hereof; (iv) immediately after giving effect
      to the
      transaction described above, no Event of Default or event which, after notice
      or
      lapse of time, or both, would become an Event of Default, has occurred and
      is
      continuing; and (iv) the Issuer has delivered to the Trustee the Officers’
      Certificate and Opinion of Counsel, if any, requested pursuant to Section
      15.03.




*Section
      10.02*  *Issuer Successor to be Substituted*




** In
      case
      of any such consolidation, merger, sale, conveyance, transfer or lease in which
      the Issuer is not the continuing entity and upon the assumption by the successor
      Person, by supplemental indenture, executed and delivered to the Trustee and
      reasonably satisfactory in form to the Trustee, of the due and punctual payment
      of the principal of, and premium, if any, and interest on, all of the Notes,
      and
      the due and punctual performance and observance of all of the covenants and
      conditions of this Indenture to be performed or satisfied by the Issuer, and
      by
      supplemental agreement, executed and delivered to the Trustee and reasonably
      satisfactory in form to the Trustee, of all of the obligations of the Issuer
      under the Registration Rights Agreement, such successor Person shall succeed
      to
      and be substituted for the Issuer, with the same effect as if it had been named
      herein as the party of this first part, and the Issuer shall be discharged
      from
      its obligations under the Notes, this Indenture and the Registration Rights
      Agreement. Such successor Person thereupon may cause to be signed, and may
      issue
      either in its own name or in the name of Essex Portfolio, L.P.




*58*




any
      or
      all of the Notes, issuable hereunder that theretofore shall not have been signed
      by the Issuer and delivered to the Trustee; and, upon the order of such
      successor Person instead of the Issuer and subject to all the terms, conditions
      and limitations in this Indenture prescribed, the Trustee shall authenticate
      and
      shall deliver, or cause to be authenticated and delivered, any Notes that
      previously shall have been signed and delivered by the officers of the Issuer
      to
      the Trustee for authentication, and any Notes that such successor Person
      thereafter shall cause to be signed and delivered to the Trustee for that
      purpose. All the Notes so issued shall in all respects have the same legal
      rank
      and benefit under this Indenture as the Notes theretofore or thereafter issued
      in accordance with the terms of this Indenture as though all of such Notes
      had
      been issued at the date of the execution hereof. In the event of any such
      consolidation, merger, sale, conveyance, transfer or lease, upon compliance
      with
      this Article 10 the Person named as the å **Issuer** æ
      in the
      first paragraph of this Indenture or any successor that shall thereafter have
      become such in the manner prescribed in this Article 10 may be dissolved, wound
      up and liquidated at any time thereafter and such Person shall be discharged
      from its liabilities as obligor and maker of the Notes and from its obligations
      under this Indenture and under the Registration Rights Agreement.




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




*Section
      10.03*  *Guarantor
      May Consolidate on Certain Terms*




The
      Guarantor shall not, in a single transaction or a series of related
      transactions, consolidate or merge with or into any other Person or Persons
      (whether or not affiliated with the Guarantor), nor shall the Guarantor sell,
      convey, transfer or lease all or substantially all of the property and assets
      of
      the Guarantor to any other Person (whether or not affiliated with the
      Guarantor), unless: (i) the Guarantor is the continuing entity, or the
      resulting, surviving or transferee Person (if other than the Guarantor) is
      an
      entity organized and existing under the laws of the United States of America,
      any state thereof or the District of Columbia; ** (ii) upon
      any such consolidation, merger, sale, conveyance, transfer or lease, the
      obligations of the Guarantor under this Indenture and the Notes shall be
      expressly assumed by a supplemental indenture reasonably satisfactory in form
      to
      the Trustee and all of the obligations of the Guarantor under the Registration
      Rights Agreement shall be expressly assumed by a supplemental agreement, in
      each
      case, executed and delivered to the Trustee by the Person (if other than the
      Guarantor) formed by such consolidation, or into which the Guarantor shall
      have
      been merged, or by the Person that shall have acquired or leased such property;
      (iii) if as a result of any such consolidation, merger, sale, conveyance,
      transfer or lease the Notes become exchangeable into common stock or other
      securities issued by a Person pursuant to Section 13.01, such Person shall
      have
      fully and unconditionally guaranteed all obligations under the Notes and this
      Indenture as provided in Article 14 hereof; (iv) immediately after giving
      effect to the transaction described above, no Event of Default or event which,
      after notice or lapse of time, or both, would become an Event of Default, has
      occurred and is continuing; and (v) the Guarantor has delivered to the Trustee
      the Officers’ Certificate and Opinion of Counsel, if any, requested pursuant to
      Section 15.03.




*59*


*Section
      10.04*  *Guarantor Successor to be Substituted*




** In
      case
      of any such consolidation, merger, sale, conveyance, transfer or lease in which
      the Guarantor is not the continuing entity and upon the assumption by the
      successor Person, by supplemental indenture, executed and delivered to the
      Trustee and reasonably satisfactory in form to the Trustee, of the Guarantee
      endorsed upon the Notes and the due and punctual performance of all of the
      covenants and conditions of this Indenture to be performed by the Guarantor,
      such successor Person shall succeed to and be substituted for such Guarantor,
      with the same effect as if it had been named herein as the party of this first
      part, and the Guarantor shall be discharged from its obligations under the
      Notes, this Indenture and the Registration Rights Agreement. Such successor
      Person thereupon may cause to be signed the Guarantee to be endorsed upon all
      of
      the Notes issuable hereunder which theretofore shall not have been signed by
      the
      Guarantor and delivered to the Trustee. The Guarantee so issued shall in all
      respects have the same legal rank and benefit under this Indenture as the
      Guarantee theretofore and thereafter issued in accordance with the terms of
      this
      Indenture as though such Guarantee had been issued at the date of the execution
      hereof. In the event of any such consolidation, merger, sale, conveyance,
      transfer or lease, upon compliance with this Article 10 the Person named as
      the
      " **Guarantor"** in the
      first paragraph of this Indenture or any successor that shall thereafter have
      become such in the manner prescribed in this Article 10 may be dissolved, wound
      up and liquidated at any time thereafter and such Person shall be released
      from
      the Guarantee Obligations under this Indenture.






ARTICLE
      11


Satisfaction
      and Discharge of Indenture




*Section
      11.01*  *Discharge of Indenture*




** This
      Indenture shall cease to be of further effect (except as to any surviving rights
      of exchange, registration of transfer or exchange of Notes herein expressly
      provided for and except as further provided below), and the Trustee, on demand
      of and at the expense of the Issuer, shall execute proper instruments
      acknowledging satisfaction and discharge of this Indenture, when (a) either:
      (1)
      all Notes theretofore authenticated and delivered (other than (i) Notes which
      have been destroyed, lost or stolen and which have been replaced or paid as
      provided in Section 11.04 and (ii) Notes for whose payment money has theretofore
      been deposited in trust and thereafter repaid to the Issuer as provided in
      Section 11.04) have been delivered to the Trustee for cancellation; or (2)
      all
      such Notes not theretofore delivered to the Trustee for cancellation (i) have
      become due and payable, whether at the Maturity Date,




*60*




Repurchase
      Date or Fundamental Change Repurchase Date or upon exchange or otherwise, or
      (ii) are to be called for redemption 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 Issuer, and the Issuer, in the case of clause (1) or
      (2)
      above, has irrevocably deposited or caused to be irrevocably deposited with
      the
      Trustee a Paying Agent or the Exchange Agent (other than the Issuer or any
      of
      its Affiliates), as applicable, as trust funds in trust cash and/or shares
      of
      Common Stock (as applicable under the terms of the Indenture) in an amount
      sufficient to pay and discharge the entire indebtedness on such Notes not
      theretofore delivered to the Trustee for cancellation, for principal and
      interest to the date of such deposit (in the case of Notes which have become
      due
      and payable) or to the Maturity Date, redemption date, Repurchase Date or
      Fundamental Change Repurchase Date, as the case may be; *provided* , *however* ,
      that
      there shall not exist, on the date of such deposit, a default or Event of
      Default; *provided* , *further* ,
      that
      such deposit shall not result in a breach or violation of, or constitute a
      default under, this Indenture or any other agreement or instrument to which
      the
      Issuer is a party or to which the Issuer is bound; (b) the Issuer has paid
      or
      caused to be paid all other sums payable hereunder by the Issuer; and (c) the
      Issuer 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 have been complied with.




Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Issuer
      to the Trustee under Section 7.06 shall survive and, if money shall have been
      deposited with the Trustee pursuant to subclause (2) of clause (a) of this
      Section, the provisions of Sections 2.05, 2.06, 2.07, 3.05, 3.06, 5.01, Article
      13 and this Article 11, shall survive until the Notes have been paid in
      full.




*Section
      11.02*  *Deposited Monies to be Held in Trust by Trustee*




** Subject
      to Section 11.04, all monies deposited with the Trustee pursuant to Section
      7.05, shall be held in trust for the sole benefit of the Noteholders, and such
      monies shall be applied by the Trustee to the payment, either directly or
      through any Paying Agent (including the Issuer if acting as its own Paying
      Agent), to the holders of the particular Notes for the payment or redemption
      of
      which such monies have been deposited with the Trustee, of all sums due and
      to
      become due thereon for principal, premium, if any, and interest .
      All
      moneys deposited with the Trustee pursuant to Section 7.05 (and held by it
      or
      any Paying Agent) for the payment of Notes subsequently exchanged shall be
      returned to the Issuer upon request. The Trustee is not responsible to anyone
      for interest on any deposited funds except as agreed in writing.




*Section
      11.03*  *Paying Agent to Repay Monies Held*




Subject
      to the provisions of Section 11.04, the Trustee or a Paying Agent shall hold
      in
      trust, for the benefit of the Noteholders, all money deposited with it pursuant
      to Section 11.01 and shall apply the deposited money in accordance with this
      Indenture and the Notes to the payment of the principal of and interest on
      the
      Notes.




*61*


*Section
      11.04*  *Return of Unclaimed Monies*




** The
      Trustee and each Paying Agent shall pay to the Issuer upon request any money
      held by them for the payment of principal or interest that remains unclaimed
      for
      two years after a right to such money has matured; *provided* , *however* ,
      that
      the Trustee or such Paying Agent, before being required to make any such
      payment, may, at the expense of the Issuer, either publish in a newspaper of
      general circulation in The City of New York, or cause to be mailed to each
      Holder entitled to such money, notice that such money remains unclaimed and
      that
      after a date specified therein, which shall be at least thirty (30) calendar
      days from the date of such mailing or publication, any unclaimed balance of
      such
      money then remaining will be repaid to the Issuer. After payment to the Issuer,
      Holders entitled to money must look to the Issuer for payment as general
      creditors unless an applicable abandoned property law designates another person,
      and the Trustee and each Paying Agent shall be relieved of all liability with
      respect to such money.




*Section
      11.05*  *Reinstatement*




** If
      the
      Trustee or the Paying Agent is unable to apply any money in accordance with
      Section 11.02 by reason of any order or judgment of any court or governmental
      authority enjoining, restraining or otherwise prohibiting such application,
      the
      Issuer’s obligations under this Indenture and the Notes shall be revived and
      reinstated as though no deposit had occurred pursuant to Section 11.01 until
      such time as the Trustee or the Paying Agent is permitted to apply all such
      money in accordance with Section 11.02; *provided* that if
      the Issuer makes any payment of principal of or premium, if any, or interest
      on
      any Note following the reinstatement of its obligations, the Issuer shall be
      subrogated to the rights of the holders of such Notes to receive such payment
      from the money held by the Trustee or Paying Agent.






ARTICLE
      12


Immunity
      of Incorporators, Stockholders, Officers and Directors




*Section
      12.01*  *Indenture and Notes Solely Corporate Obligations*




** Except
      as
      otherwise expressly provided in Article 14, no recourse for the payment of
      the
      principal of or, premium, if any, or interest on any Note, or for any claim
      based thereon or otherwise in respect thereof, and no recourse under or upon
      any
      obligation, covenant or agreement of the Issuer in this Indenture or in any
      supplemental indenture or in any Note, or because of the creation of any
      indebtedness represented thereby, shall be had against any incorporator,
      stockholder, partner, member, manager, employee, agent, officer, director or
      subsidiary, as such, past, present or future, of the General Partner, the Issuer
      or any of the Issuer’s subsidiaries or of any successor thereto, either directly
      or through the Issuer or any of the Issuer’s subsidiaries or any successor
      thereto, whether by virtue of any constitution, statute or rule of law, or
      by
      the enforcement of any assessment or penalty or otherwise; it being expressly
      understood that all such liability is hereby expressly waived and released
      as a
      condition of, and as a consideration for, the execution of this Indenture and
      the issue of the Notes.




*62*




ARTICLE
      13


Exchange
      of Notes




*Section
      13.01*  *Right to* *Exchange*




(a)  Subject
      to the restrictions on ownership of shares of Common Stock as set forth in
      Section 13.15 and upon compliance with the provisions of this Indenture, on
      or
      prior to the close of business on the second Business Day immediately preceding
      the Maturity Date, the holder of any Notes not previously redeemed or
      repurchased shall have the right, at such holder’s option, to exchange its
      Notes, or any portion thereof which is a multiple of $1,000, into cash or,
      as
      provided herein, cash and Common Stock, with an aggregate value equal to the
      Exchange Value, by surrender of such Notes so to be exchanged in whole or in
      part, together with any required funds, under the circumstances and in the
      manner described in this Article 13; *provided* , *however* ,
      that at
      any time prior to November 1, 2020, holders may exchange their Notes only upon
      occurrence of one of the following events:




*(i)*  *Exchange
      Upon Satisfaction of Market Price Condition* .
      A
      holder may surrender any of its Notes for exchange during any calendar quarter
      beginning after December 31, 2005 if the Closing Sale Price of the Common Stock
      for at least twenty (20) Trading Days (whether or not consecutive) in the period
      of thirty (30) consecutive Trading Days ending on the last Trading Day of the
      preceding calendar quarter is more than 125% of the Exchange Price per share
      of
      Common Stock in effect on the applicable Trading Day. The Board of Directors
      will make appropriate adjustments, in its good faith determination, to account
      for any adjustment to the Exchange Rate that becomes effective, or any event
      requiring an adjustment to the Exchange Rate where the ex-dividend date of
      the
      event occurs, during that thirty (30) consecutive Trading Day period .




The
      Trustee (or other Exchange Agent appointed by the Issuer) shall, on behalf
      of
      the Issuer, determine on a daily basis during the time period specified in
      this
      Section 13.01(a)(i) whether the Notes shall be exchangeable as a result of
      the
      occurrence of an event specified in this clause (i) and, if the Notes shall
      be
      so exchangeable, the Trustee (or other Exchange Agent appointed by the Issuer)
      shall promptly deliver to the Issuer and the Trustee (if the Trustee is not
      the
      Exchange Agent) written notice thereof.




*(ii)*  *Exchange
      Upon Satisfaction of Trading Price Condition* .
      A
      holder may surrender any of its Notes for exchange during the five (5)
      consecutive Trading Day period following any twenty (20) consecutive Trading
      Days in which the Trading Price per $1,000 principal amount of Notes (as
      determined following a reasonable request by a holder of the Notes) was less
      than 98% of the product of the Closing Sale Price of the Common Stock during
      such period multiplied by the Exchange Rate in effect on the applicable Trading
      Day.




*63*


"**Trading
      Price"** means,
      with respect to a Note on any date of determination, the average of the
      secondary market bid quotations per $1,000 principal amount of Notes obtained
      by
      the Bid Solicitation Agent for $5.0 million principal amount of Notes at
      approximately 3:30 p.m., New York City time, on such determination date from
      two
      independent nationally recognized securities dealers selected by the Issuer,
      which may include the Initial Purchasers; *provided* that if
      at least two such bids cannot reasonably be obtained by the Bid Solicitation
      Agent, but one such bid can reasonably be obtained by the Bid Solicitation
      Agent, then one bid shall be used; *provided* , *further* ,
      that if
      the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5.0
      million principal amount of Notes from a nationally recognized securities dealer
      or, in the reasonable judgment of the Issuer, the bid quotations are not
      indicative of the secondary market value of the Notes, then the Trading Price
      per $1,000 principal amount of Notes will be deemed to be less than 98% of
      the
      product of the Closing Sale Price and the Exchange Rate on such determination
      date.




The
      Bid
      Solicitation Agent shall have no obligation to determine the Trading Price
      of
      the Notes unless the Issuer shall have requested such determination, and the
      Issuer shall have no obligation to make such request unless a holder provides
      the Issuer with reasonable evidence that the Trading Price per $1,000 principal
      amount of Notes would be less than 98% of the product of the Closing Sale Price
      and the applicable Exchange Rate, whereupon the Issuer shall instruct the Bid
      Solicitation Agent to determine the Trading Price of the Notes beginning on
      the
      next Trading Day and on each successive Trading Day until the Trading Price
      is
      greater than or equal to 98% of the product of the Closing Sale Price and the
      applicable Exchange Rate.




*(iii)*  *Exchange
      Upon Notice of Redemption* .
      A
      holder may surrender for exchange any of the Notes called for redemption at
      any
      time prior to 5:00 p.m., New York City time, on the second Trading Day
      immediately preceding the redemption date. The right to exchange Notes pursuant
      to this clause (iii) shall expire after 5:00 p.m., New York City time, on the
      second Trading Day immediately preceding the redemption date unless the Issuer
      defaults in making the payment due upon redemption.




*(iv)*  *Exchange
      Upon Specified Corporate Transactions* .
      If the
      Guarantor elects to: (1) distribute to all holders of Common Stock rights
      entitling them to purchase, for a period expiring within sixty (60) calendar
      days, shares of Common Stock at less than the Closing Sale Price of a share
      of
      Common Stock on the Trading Day immediately preceding the declaration date
      of
      such distribution; or (2) distribute to all holders of Common Stock assets,
      debt
      securities or rights to purchase securities of the Issuer or the Guarantor,
      which distribution has a per share value exceeding 10% of the Closing Sale
      Price
      of a share of Common Stock on the Trading Day immediately preceding the
      declaration date of such distribution, the Issuer must notify the holders of
      Notes at least twenty (20) calendar days prior to the ex-dividend date for
      such
      distribution. Following the issuance of such notice, holders may surrender
      their
      Notes for exchange at any time until the earlier of 5:00 p.m., New York City
      time, on the Business Day immediately preceding, but not including, the
      ex-dividend date or an announcement that such distribution will not take place; *provided* , *however* ,
      that a
      holder may not exchange its Notes pursuant to this Section 13.01(a)(iv) if
      such
      holder may participate, on an as-exchanged basis, in the distribution without
      an
      exchange of Notes. The åex-dividend dateæ means, with respect to any
      distribution on shares of Common Stock, the first date on which the shares
      of
      Common Stock trade regular way on the principal securities market on which
      the
      shares of Common Stock are then traded without the right to receive such
      distribution.




*64*


In
      addition, if the Issuer or the Guarantor is a party to a consolidation, merger,
      binding share exchange or sale or conveyance of all or substantially all of
      its
      respective properties and assets, in each case pursuant to which all of the
      shares of Common Stock would be exchanged for cash, securities and/or other
      property that does not also constitute a Fundamental Change, a holder may
      surrender its Notes for exchange at any time from and including the date that
      is
      fifteen (15) Business Days prior to the anticipated effective time of the
      transaction up to and including five (5) Business Days after the actual date
      of
      such transaction. In such case, then, at the effective time of the transaction,
      the right to exchange a Note into cash and, if applicable, shares of Common
      Stock will be changed into a right to exchange the Notes into the kind and
      amount of cash, securities or other property that the holder would have received
      if the holder had exchanged its Notes immediately prior to the transaction.
      The
      Issuer will notify holders of Notes as promptly as practicable following the
      date such transaction is publicly announced (but in no event less than fifteen
      (15) Business Days prior to the effective time of such
      transaction).




*(v)*  *Exchange
      Upon a Fundamental Change* .
      If a
      Fundamental Change occurs, a holder of Notes may exchange its Notes at any
      time
      beginning fifteen (15) Business Days prior to the date announced by the Issuer
      as the anticipated Effective Date of the Fundamental Change up to and including
      the fifth Business Day following the Effective Date of the Fundamental Change,
      subject to expiration of a holder’s exchange right if such holder has submitted
      any or all of its Notes for repurchase pursuant to Section 3.05, in which event
      the exchange right in respect of the Notes subject to repurchase will expire
      at
      5:00 p.m., New York City time, on the Business Day preceding the Fundamental
      Change Repurchase Date, unless the Issuer defaults in making the payment due
      upon repurchase. The Issuer will notify holders of the Notes at least twenty
      (20) Business Days prior to the anticipated Effective Date of the Fundamental
      Change transaction of such anticipated Effective Date.




*65*


*(vi)*  *Exchange
      Upon Delisting of Common Stock* .
      A
      holder may surrender for exchange any of its Notes at any time beginning on
      the
      first Business Day after the Common Stock has ceased to be listed on a U.S.
      national or regional securities exchange or quoted on the Nasdaq National Market
      for a thirty (30) consecutive Trading Day period.




(b)  Whenever
      the Notes shall become exchangeable pursuant to this Section 13.01, the Issuer
      or, at the Issuer’s request, the Trustee in the name and at the expense of the
      Issuer, shall notify the holders of the event triggering such exchangeability
      in
      the manner provided in Section 15.03, and the Issuer shall also publicly
      announce such information and publish it on the Issuer’s web site. Any notice so
      given shall be conclusively presumed to have been duly given, whether or not
      the
      holder receives such notice.




(c)  A
      Note in
      respect of which a holder has delivered a Repurchase Notice exercising such
      holder’s right to require the Issuer to repurchase such Note pursuant to Section
      3.05 or 3.06 may be exchanged only if such Repurchase Notice is withdrawn in
      accordance with Section 3.07 prior to 5:00 p.m., New York City time, on the
      Repurchase Date or the Fundamental Change Repurchase Date, as
      applicable.




(d)  A
      holder
      of Notes is not entitled to any rights of a holder of Common Stock until such
      holder has exchanged its Notes and received upon exchange thereof shares of
      Common Stock, and only to the extent such Notes are deemed to have been
      exchanged for Common Stock under this Article 13.




*Section
      13.02*  *Exercise of Exchange Right* ; *No
      Adjustment for Interest or Dividends*




** In
      order
      to exercise the exchange right with respect to any Note in certificated form,
      the Issuer must receive at the office or agency of the Issuer maintained for
      that purpose in The City of New York or, at the option of such holder, the
      Corporate Trust Office, such Note with the original or facsimile of the form
      entitled " **Exchange
      Notice"** on the
      reverse thereof, duly completed and manually signed, together with such Notes
      duly endorsed for transfer, accompanied by the funds, if any, required by this
      Section 13.02. Such notice shall also state the name or names (with address
      or
      addresses) in which the certificate or certificates for shares of Common Stock
      which shall be issuable on such exchange shall be issued, and shall be
      accompanied by transfer or similar taxes, if required pursuant to Section
      13.07.




*66*


In
      order
      to exercise the exchange right with respect to any interest in a Global Note,
      the beneficial holder must complete, or cause to be completed, the appropriate
      instruction form for exchange pursuant to the Depositary’s book-entry exchange
      program; deliver, or cause to be delivered, by book-entry delivery such interest
      in such Global Note; furnish appropriate endorsements and transfer documents
      if
      required by the Issuer or the Trustee or the Exchange Agent; and pay the funds,
      if any, required by this Section 13.02 and any transfer taxes if required
      pursuant to Section 13.07.




If
      the
      Issuer is required to issue shares of Common Stock upon settlement in accordance
      with Sections 13.12 and 13.13, if applicable, as promptly as practicable after
      satisfaction of the requirements for exchange set forth above, subject to
      compliance with any restrictions on transfer if shares issuable on exchange
      are
      to be issued in a name other than that of the Noteholder (as if such transfer
      were a transfer of the Note or Notes (or portion thereof) so exchanged), and
      in
      accordance with the time periods set forth in this Article 13), the Issuer
      shall
      issue and shall deliver to such Noteholder at the office or agency maintained
      by
      the Issuer for such purpose pursuant to Section 4.02, (i) a certificate
      or
      certificates for the number of full shares of Common Stock (if any) issuable
      upon the exchange of such Note or portion thereof as determined by the Issuer
      in
      accordance with the provisions of Sections 13.12 and 13.13 and (ii) a check
      or
      cash in respect of any fractional interest in respect of a share of Common
      Stock
      arising upon such exchange, calculated by the Issuer as provided in Section
      13.03. The cash, and, if applicable, a certificate or certificates for the
      number of full shares of Common Stock into which the Notes are exchanged (and
      cash in lieu of fractional shares) will be delivered to an exchanging holder
      after satisfaction of the requirements for exchange set forth above, in
      accordance with this Section 13.02 and Sections 13.12 and, if applicable,
      13.13.




Each
      exchange shall be deemed to have been effected as to any such Note (or portion
      thereof) on the date on which the requirements set forth above in this Section
      13.02 have been satisfied as to such Note (or portion thereof) or, if later,
      the
      Determination Date (the :" **Exchange
      Date"** ),
      and
      the Person in whose name any certificate or certificates for shares of Common
      Stock shall be issuable upon such exchange shall be deemed to have become on
      said date the holder of record of the shares represented thereby; *provided* that any
      such surrender on any date when the stock transfer books of the Guarantor shall
      be closed shall constitute the Person in whose name the certificates are to
      be
      issued as the record holder thereof for all purposes on the next succeeding
      day
      on which such stock transfer books are open, but such exchange shall be at
      the
      Exchange Rate in effect on the Exchange Date.




Any
      Note
      or portion thereof surrendered for exchange during the period from 5:00 p.m.,
      New York City time, on the Record Date for any interest payment date to 5:00
      p.m., New York City time, on the Business Day preceding the applicable interest
      payment date shall be accompanied by payment, in immediately available funds
      or
      other funds acceptable to the Issuer, of an amount equal to the interest
      otherwise payable on such interest payment date on the principal amount being
      exchanged; *provided* that no
      such payment need be made (1) if a holder exchanges its Notes in connection
      with
      a redemption and the Issuer has specified a redemption date that is after a
      Record Date and on or prior to the corresponding interest payment date, (2)
      if a
      holder exchanges its Notes in connection with a Fundamental Change and the
      Issuer has specified a Fundamental Change Repurchase Date that is after a Record
      Date and on or prior to the corresponding interest payment date or (3) to the
      extent of any overdue interest and Additional Interest,




*67*


if
      any
      overdue interest and Additional Interest, as applicable, exists at the time
      of
      exchange with respect to such Note. Except as otherwise provided above in this
      Article 13, no payment or other adjustment shall be made for interest accrued
      on
      any Note exchanged or for dividends on any shares issued upon the exchange
      of
      such Note as provided in this Article 13. Notwithstanding the foregoing, in
      the
      case of Notes submitted for exchange in connection with a Fundamental Change,
      such Notes shall continue to represent the right to receive the Additional
      Shares, if any, payable pursuant to Section 13.13, until such Additional Shares
      are so paid.




Upon
      the
      exchange of an interest in a Global Note, the Trustee (or other Exchange Agent
      appointed by the Issuer), or the Custodian at the direction of the Trustee
      (or
      other Exchange Agent appointed by the Issuer), shall make a notation on such
      Global Note as to the reduction in the principal amount represented thereby.
      The
      Issuer shall notify the Trustee in writing of any exchanges of Notes effected
      through any Exchange Agent other than the Trustee.




Upon
      the
      exchange of a Note, the accrued but unpaid interest attributable to the period
      from the issue date of the Note to the Exchange Date, with respect to the
      exchanged Note, shall not be cancelled, extinguished or forfeited, but rather
      shall be deemed to be paid in full to the holder thereof through delivery of
      cash and, if applicable, shares of Common Stock (together with the cash payment,
      if any in lieu of fractional shares) in exchange for the Note being exchanged
      pursuant to the provisions hereof; and the cash and Fair Market Value of any
      shares of Common Stock (together with any such cash payment in lieu of
      fractional shares) shall be treated as delivered, to the extent thereof, first
      in exchange for and in satisfaction of our obligation to pay the principal
      amount of the exchanged Note and the accrued but unpaid interest through the
      Exchange Date from the issue date, and the balance, if any, the cash and the
      Fair Market Value of any Common Stock (and any such cash payment) shall be
      treated as issued in exchange for and in satisfaction of the right to exchange
      the Note being exchanged pursuant to the provisions hereof.




In
      case
      any Note of a denomination greater than $1,000 shall be surrendered for partial
      exchange, and subject to Section 2.04, the Issuer shall execute and the Trustee
      shall authenticate and deliver to the holder of the Note so surrendered, without
      charge to the holder, a new Note or Notes in authorized denominations in an
      aggregate principal amount equal to the unexchanged portion of the surrendered
      Note.




*Section
      13.03*  *Cash
      Payments in Lieu of Fractional Shares*




** No
      fractional shares of Common Stock or scrip certificates representing fractional
      shares shall be issued upon exchange of Notes. If more than one Note shall
      be
      surrendered for exchange at one time by the same holder, the number of full
      shares that shall be issuable upon exchange shall be computed on the basis
      of
      the aggregate principal amount of the Notes (or specified portions thereof
      to
      the extent permitted hereby) so surrendered. If any fractional share of stock
      would be issuable upon the exchange of any Note or Notes, the Issuer shall
      make
      an adjustment and payment therefor in cash to the holder of Notes at a price
      equal to the Closing Sale Price on the Determination Date.




*68*


*Section
      13.04*  *Exchange Rate*




** The
      Exchange Rate for the Notes is 9.6852 shares of Common Stock per each $1,000
      principal amount of the Notes (herein called the " **Exchange
      Rate"** ),
      subject to adjustment as provided in Sections 13.05 and 13.13.




*Section
      13.05*  *Adjustment of Exchange Rate*




** The
      Exchange Rate shall be adjusted from time to time by the Issuer as
      follows:




(a)  In
      case
      the Guarantor shall hereafter pay a dividend or make a distribution to all
      or
      substantially all holders of the outstanding Common Stock in shares of Common
      Stock, the Exchange Rate shall be increased so that the same shall equal the
      rate determined by multiplying the Exchange Rate in effect at the opening of
      business on the date following the date fixed for the determination of
      stockholders entitled to receive such dividend or other distribution by a
      fraction,




(i)  the
      numerator of which shall be the sum of the number of shares of Common Stock
      outstanding at the close of business on the date fixed for the determination
      of
      stockholders entitled to receive such dividend or other distribution plus the
      total number of shares of Common Stock constituting such dividend or other
      distribution; and




(ii)  the
      denominator of which shall be the number of shares of Common Stock outstanding
      at the close of business on the date fixed for such determination,




such
      increase to become effective immediately after the opening of business on the
      day following the date fixed for such determination. For the purpose of this
      paragraph (a), the number of shares of Common Stock at any time outstanding
      shall not include shares held in the treasury of the Guarantor. The Guarantor
      will not pay any dividend or make any distribution on shares of Common Stock
      held in the treasury of the Guarantor. If any dividend or distribution of the
      type described in this Section 13.05(a) is declared but not so paid or made,
      the
      Exchange Rate shall again be adjusted to the Exchange Rate that would then
      be in
      effect if such dividend or distribution had not been declared.




(b)  In
      case
      outstanding shares of Common Stock shall be subdivided or split into a greater
      number of shares of Common Stock, the Exchange Rate in effect at the opening
      of
      business on the day following the day upon which such subdivision becomes
      effective shall be proportionately increased, and conversely, in case
      outstanding shares of Common Stock shall be combined into a smaller number
      of
      shares of Common Stock, the Exchange Rate in effect at the opening of business
      on the day following the day upon which such combination becomes effective
      shall
      be proportionately reduced, so that the holder of any Note thereafter
      surrendered for exchange shall be entitled to receive thereupon the Exchange
      Value such holder would have received had it exchanged such Note immediately
      prior to the happening of such event adjusted as a result of such event, such
      increase or reduction, as the case may be, to become effective immediately
      after
      the opening of business on the day following the day upon which such subdivision
      or combination becomes effective.




*69*


(c)  In
      case
      the Guarantor shall issue rights or warrants to all or substantially all holders
      of its outstanding shares of Common Stock entitling them (for a period expiring
      within sixty (60) calendar days after the date fixed for determination of
      stockholders entitled to receive such rights or warrants) to subscribe for
      or
      purchase shares of Common Stock or securities convertible into or exchangeable
      or exercisable for Common Stock at a price per share less (or having an exercise
      or exchange price less) than the Closing Sale Price of the Common Stock on
      the
      Business Day immediately preceding the date of announcement of such issuance
      of
      such rights or warrants, the Exchange Rate shall be increased so that the same
      shall equal the rate determined by multiplying the Exchange Rate in effect
      immediately prior to the date fixed for determination of stockholders entitled
      to receive such rights or warrants by a fraction,




(i)  the
      numerator of which shall be the number of shares of Common Stock outstanding
      on
      the date fixed for determination of stockholders entitled to receive such rights
      or warrants plus the total number of additional shares of Common Stock offered
      (or underlying such convertible, exchangeable or exercisable securities offered)
      for subscription or purchase, and




(ii)  the
      denominator of which shall be the sum of the number of shares of Common Stock
      outstanding at the close of business on the date fixed for determination of
      stockholders entitled to receive such rights or warrants plus the number of
      shares of Common Stock (or convertible, exchangeable or exercisable securities)
      that the aggregate offering price of the total number of shares (or convertible,
      exchangeable or exercisable securities) so offered for subscription or purchase
      (or the aggregate conversion, exchange or exercise price) would purchase at
      the
      Current Market Price on such date.




Such
      adjustment shall be successively made whenever any such rights or warrants
      are
      issued, and shall become effective immediately after the opening of business
      on
      the day following the date fixed for determination of stockholders entitled
      to
      receive such rights or warrants; *provided* ,
      that no
      adjustment to the Exchange Rate shall be made if the holder will otherwise
      participate in such distribution without exchange as a result of holding the
      Notes. To the extent that shares of Common Stock are not delivered after the
      expiration of such rights or warrants, the Exchange Rate shall be readjusted
      to
      the Exchange Rate that would then be in effect had the adjustments made upon
      the
      issuance of such rights or warrants been made on the basis of delivery of only
      the number of shares of Common Stock actually delivered. If such rights or
      warrants are not so issued, the Exchange Rate shall again be adjusted to be
      the
      Exchange Rate that would then be in effect if such date fixed for the
      determination of stockholders




*70*


entitled
      to receive such rights or warrants had not been fixed. In determining whether
      any rights or warrants entitle the holders to subscribe for or purchase shares
      of Common Stock at less than such Current Market Price, and in determining
      the
      aggregate offering price of such shares of Common Stock, there shall be taken
      into account any consideration received by the Guarantor for such rights or
      warrants and any amount payable on exercise or exchange thereof, the value
      of
      such consideration, if other than cash, to be determined by the Board of
      Directors.




(d)  In
      case
      the Guarantor shall, by dividend or otherwise, distribute to all or
      substantially all holders of Common Stock shares of any class of capital stock
      of the Guarantor or evidences of its indebtedness or assets (including
      securities, but excluding (i) any rights or warrants referred to in Section
      13.05(c), (ii) any dividends or distributions paid exclusively in cash, (iii)
      any dividends or distributions referred to in Section 13.05(a) or (iv) any
      dividends or distributions in connection with a reclassification, consolidation,
      merger, binding share exchange or sale to which Section 13.06 applies (any
      of
      the foregoing hereinafter in this Section 13.05(d) called the " **Securities"** ),
      then,
      in each such case (unless the Guarantor elects to reserve such Securities for
      distribution to the Noteholders upon the exchange of the Notes so that any
      such
      holder exchanging Notes will receive upon such exchange, in addition to the
      shares of Common Stock to which such holder is entitled, the amount and kind
      of
      such Securities which such holder would have received if such holder had
      exchanged its Notes into Common Stock immediately prior to the record date)
      the
      Exchange Rate shall be increased so that the same shall be equal to the rate
      determined by multiplying the Exchange Rate in effect on the record date with
      respect to such distribution by a fraction,




(i)  the
      numerator of which shall be the Current Market Price on such record date; and




(ii)  the
      denominator of which shall be the Current Market Price on such record date
      less
      the Fair Market Value (as determined by the Board of Directors, whose
      determination shall be conclusive, and described in a resolution of the Board
      of
      Directors) on the record date of the portion of the Securities so distributed
      applicable to one share of Common Stock,




such
      adjustment to become effective immediately prior to the opening of business
      on
      the day following such record date; *provided* that if
      the then Fair Market Value (as so determined) of the portion of the Securities
      so distributed applicable to one share of Common Stock is equal to or greater
      than the Current Market Price on the record date, in lieu of the foregoing
      adjustment, adequate provision shall be made so that each Noteholder shall
      have
      the right to receive upon exchange the amount of Securities such holder would
      have received had such holder exchanged each Note on the record date. If such
      dividend or distribution is not so paid or made, the Exchange Rate shall again
      be adjusted to be the Exchange Rate that would then be in effect if such
      dividend or distribution had not been declared. If the Board of Directors
      determines the Fair Market Value of any distribution for purposes of this
      Section 13.05(d) by reference to the actual or when issued trading market for
      any securities, it must in doing so consider the prices in such market over
      the
      same period used in computing the Current Market Price on the applicable record
      date.




*71*


If
      the
      dividend or distribution requiring an adjustment pursuant to this Section
      13.05(d) consists of capital stock of any class or series, or similar equity
      interests, of a Subsidiary or other business unit of the Guarantor, for purposes
      of making such adjustment, (i) the Current Market Price shall be based on the
      average of the Closing Sale Prices of such securities for the ten Trading Days
      commencing on and including the fifth Trading Day after the date on which
åex-dividend tradingæ commences for such distribution on The New York Stock
      Exchange or such other national or regional exchange or market on which such
      securities are then listed or quoted, and (ii) the Fair Market Value of such
      securities shall be determined as provided herein, measured for the same
      period.




Rights
      or
      warrants distributed by the Guarantor to all or substantially all holders of
      Common Stock entitling the holders thereof to subscribe for or purchase shares
      of the Guarantor’s capital stock (either initially or under certain
      circumstances), which rights or warrants, until the occurrence of a specified
      event or events (" **Trigger
      Event"** ):
      (i)
      are deemed to be transferred with such shares of Common Stock; (ii) are not
      exercisable; and (iii) are also issued in respect of future issuances of Common
      Stock, shall be deemed not to have been distributed for purposes of this Section
      13.05 (and no adjustment to the Exchange Rate under this Section 13.05 will
      be
      required) until the occurrence of the earliest Trigger Event, whereupon such
      rights and warrants shall be deemed to have been distributed and an appropriate
      adjustment (if any is required) to the Exchange Rate shall be made under this
      Section 13.05(d). If any such right or warrant, including any such existing
      rights or warrants distributed prior to the date of this Indenture, are subject
      to events, upon the occurrence of which such rights or warrants become
      exercisable to purchase different securities, evidences of indebtedness or
      other
      assets, then the date of the occurrence of any and each such event shall be
      deemed to be the date of distribution and record date with respect to new rights
      or warrants with such rights (and a termination or expiration of the existing
      rights or warrants without exercise by any of the holders thereof). In addition,
      in the event of any distribution (or deemed distribution) of rights or warrants,
      or any Trigger Event or other event (of the type described in the preceding
      sentence) with respect thereto that was counted for purposes of calculating
      a
      distribution amount for which an adjustment to the Exchange Rate under this
      Section 13.05 was made, (1) in the case of any such rights or warrants that
      shall all have been redeemed or repurchased without exercise by any holders
      thereof, the Exchange Rate shall be readjusted upon such final redemption or
      repurchase to give effect to such distribution or Trigger Event, as the case
      may
      be, as though it were a cash distribution, equal to the per share redemption
      or
      repurchase price received by a holder or holders of Common Stock with respect
      to
      such rights or warrants (assuming such holder had retained such rights or
      warrants), made to all holders of Common Stock as of the date of such redemption
      or repurchase, and (2) in the case of such rights or warrants that shall have
      expired or been terminated without exercise by any holders thereof, the Exchange
      Rate shall be readjusted as if such rights and warrants had not been
      issued.




*72*


No
      adjustment of the Exchange Rate shall be made pursuant to this Section 13.05(d)
      in respect of rights or warrants distributed or deemed distributed on any
      Trigger Event to the extent that such rights or warrants are actually
      distributed, or reserved by the Issuer for distribution to holders of Notes
      upon
      exchange by such holders of Notes to Common Stock.




For
      purposes of this Section 13.05(d) and Section 13.05(a) and (c), any dividend
      or
      distribution to which this Section 13.05(c) is applicable that also includes
      shares of Common Stock, or rights or warrants to subscribe for or purchase
      shares of Common Stock (or both), shall be deemed instead to be (1) a dividend
      or distribution of the evidences of indebtedness, assets or shares of capital
      stock other than such shares of Common Stock or rights or warrants (and any
      Exchange Rate adjustment required by this Section 13.05(d) with respect to
      such
      dividend or distribution shall then be made) immediately followed by (2) a
      dividend or distribution of such shares of Common Stock or such rights or
      warrants (and any further Exchange Rate adjustment required by Sections 13.05(a)
      and 13.05(d) with respect to such dividend or distribution shall then be made),
      except (A) the record date of such dividend or distribution shall be substituted
      as åthe date fixed for the determination of stockholders entitled to receive
      such dividend or other distributionæ, åthe date fixed for the determination of
      stockholders entitled to receive such rights or warrantsæ and åthe date fixed
      for such determinationæ within the meaning of Section 13.05(a) and 13.05(c) and
      (B) any shares of Common Stock included in such dividend or distribution shall
      not be deemed åoutstanding at the close of business on the date fixed for such
      determinationæ within the meaning of Section 13.05(a).




(e)  In
      case
      the Guarantor shall, by dividend or otherwise, distribute to all or
      substantially all holders of its Common Stock cash (including any quarterly
      cash
      dividend, but excluding (x) any quarterly cash dividend distributed on the
      Common Stock to the extent the aggregate cash dividend per share of Common
      Stock
      in any Fiscal Quarter does not exceed $0.84 (the " **dividend
      threshold amount"** ),
      (y)
      any dividend or distribution in connection with the liquidation, dissolution
      or
      winding up of the Guarantor, whether voluntary or involuntary, and (z) any
      dividend or distribution in connection with a reclassification, consolidation,
      merger, binding share exchange or sale to which Section 13.06 applies), then,
      in
      such case, the Exchange Rate shall be increased so that the same shall equal
      the
      rate determined by multiplying the Exchange Rate in effect on the applicable
      record date by a fraction,




(i)  the
      numerator of which shall be the Current Market Price on such record date less
      the dividend threshold amount; and




(ii)  the
      denominator of which shall be the Current Market Price on such record date
      less
      (x) the amount of the excess distribution in the case of a quarterly dividend,
      or (y) the full amount of cash so distributed (and not excluded as provided
      above) in all other cases, in each of (x) and (y), as applicable to one share
      of
      Common Stock,




*73*


such
      adjustment to be effective immediately prior to the opening of business on
      the
      day following the record date. If such dividend or distribution is not so paid
      or made, the Exchange Rate shall again be adjusted to be the Exchange Rate
      that
      would then be in effect if such dividend or distribution had not been declared.
      If any adjustment is required to be made as set forth in this Section 13.05(e)
      as a result of a distribution that is a quarterly dividend, such adjustment
      shall be based upon the amount by which such distribution exceeds the amount
      of
      the quarterly cash dividend permitted to be excluded pursuant hereto. If an
      adjustment is required to be made as set forth in this Section 13.05(e) above
      as
      a result of a distribution that is not a quarterly dividend, such adjustment
      shall be based upon the full amount of the distribution.




(f)  In
      case a
      tender or exchange offer made by the Guarantor or any Subsidiary of the
      Guarantor for all or any portion of the Common Stock shall expire and such
      tender or exchange offer (as amended upon the expiration thereof) shall require
      the payment to stockholders of consideration per share of Common Stock having
      a
      Fair Market Value (as determined by the Board of Directors, whose determination
      shall be conclusive and described in a resolution of the Board of Directors)
      that as of the last time (the " **Expiration
      Time"** )
      tenders
      or exchanges may be made pursuant to such tender or exchange offer (as it may
      be
      amended) exceeds the Current Market Price immediately prior to the Expiration
      Time, the Exchange Rate shall be increased so that the same shall equal the
      rate
      determined by multiplying the Exchange Rate in effect immediately prior to
      the
      Expiration Time by a fraction,




(i)  the
      numerator of which shall be the sum of (x) the Fair Market Value (determined
      as
      aforesaid) of the aggregate consideration payable to stockholders based on
      the
      acceptance (up to any maximum specified in the terms of the tender or exchange
      offer) of all shares validly tendered or exchanged and not withdrawn as of
      the
      Expiration Time (the shares deemed so accepted up to any such maximum, being
      referred to as the " **Purchased
      Shares"** )
      and (y)
      the product of the number of shares of Common Stock outstanding (less any
      Purchased Shares) at the Expiration Time and the Current Market Price
      immediately prior to the Expiration Time, and




(ii)  the
      denominator of which shall be the number of shares of Common Stock outstanding
      (including any tendered or exchanged shares) at the Expiration Time multiplied
      by the Current Market Price immediately prior to the Expiration
      Time,




such
      adjustment to become effective immediately prior to the opening of business
      on
      the day following the Expiration Time. If the Guarantor is obligated to purchase
      shares pursuant to any such tender or exchange offer, but the Guarantor is
      permanently prevented by applicable law from effecting any such purchases or
      all
      such purchases are rescinded, the Exchange Rate shall again be adjusted to
      be
      the Exchange Rate that would then be in effect if such tender or exchange offer
      had not been made.




*74*


(g)  For
      purposes of this Section 13.05, the following terms shall have the meaning
      indicated:




(i) " **Current
      Market Price"** shall
      mean the average of the daily Closing Sale Prices per share of Common Stock
      over
      the ten consecutive Trading Days ending on the earlier of such date of
      determination and the day before the å **ex** æ
      date
      with respect to the issuance, distribution, subdivision or combination requiring
      such computation. For purpose of this paragraph, the term å **ex** æ
      date,
      (1) when used with respect to any issuance or distribution, means the first
      date
      on which the Common Stock trades, regular way, on the relevant exchange or
      in
      the relevant market from which the Closing Sale Price was obtained without
      the
      right to receive such issuance or distribution, and (2) when used with respect
      to any subdivision or combination of shares of Common Stock, means the first
      date on which the Common Stock trades, regular way, on such exchange or in
      such
      market after the time at which such subdivision or combination becomes
      effective.




If
      another issuance, distribution, subdivision or combination to which Section
      13.05 applies occurs during the period applicable for calculating " **Current
      Market Price"** pursuant
      to the definition in the preceding paragraph, " **Current
      Market Price"** shall be
      calculated for such period in a manner determined by the Board of Directors
      to
      reflect the impact of such issuance, distribution, subdivision or combination
      on
      the Closing Sale Price of the Common Stock during such period.




(ii) " **Fair
      Market Value** æ"shall
      mean the amount which a willing buyer would pay a willing seller in an
      arm’s-length transaction.




(iii) " **record
      date"** shall
      mean, with respect to any dividend, distribution or other transaction or event
      in which the holders of Common Stock have the right to receive any cash,
      securities or other property or in which the Common Stock (or other applicable
      security) is exchanged for or exchanged into any combination of cash, securities
      or other property, the date fixed for determination of stockholders entitled
      to
      receive such cash, securities or other property (whether such date is fixed
      by
      the Board of Directors or by statute, contract or otherwise).




(iv) " **Trading
      Day"** shall
      mean (x) if the applicable security is quoted on the Nasdaq National Market,
      a
      day on which trades may be made thereon or (y) if the applicable security is
      listed or admitted for trading on the New York Stock Exchange or another
      national or regional securities exchange, a day on which the New York Stock
      Exchange or another national or regional securities exchange is open for
      business or (z) if the applicable security is not so listed, admitted for
      trading or quoted, any day other than a Saturday or Sunday or a day on which
      banking institutions in the State of New York are authorized or obligated by
      law
      or executive order to close.




*75*


(h)  Notwithstanding
      the adjustments required by Section 13.05(a) through (f) or any other
      adjustments to the Exchange Rate, including the adjustment required by Section
      13.13, the Exchange Rate shall not be adjusted pursuant to such provisions
      to
      the extent that such adjustments would reduce the Exchange Price to below
      $10.00.




(i)  The
      Issuer may make such increases in the Exchange Rate, in addition to those
      required by Section 13.05(a) through (f) as the Board of Directors considers
      to
      be advisable to avoid or diminish any income tax to holders of Common Stock
      or
      rights to purchase Common Stock resulting from any dividend or distribution
      of
      stock (or rights to acquire stock) or from any event treated as such for income
      tax purposes.




To
      the
      extent permitted by applicable law, the Issuer from time to time may increase
      the Exchange Rate by any amount for any period of time if the increase is
      irrevocable during the period and the Board of Directors shall have made a
      determination that such increase would be in the best interests of the Issuer
      or
      the Guarantor, which determination shall be conclusive. Whenever the Exchange
      Rate is increased pursuant to the preceding sentence, the Issuer shall mail
      to
      holders of record of the Notes at least fifteen (15) calendar days prior to
      the
      date increased Exchange Rate takes effect, a notice of the increase, and such
      notice shall state the increased Exchange Rate and the period during which
      it
      will be in effect.




(j)  No
      adjustment in the Exchange Rate will be made: (a) upon the issuance of any
      shares of Common Stock pursuant to any present or future plan providing for
      the
      reinvestment of dividends or interest payable on securities of the Issuer or
      those of the Guarantor and the investment of additional optional amounts in
      shares of Common Stock under any plan; (b) upon the issuance of any shares
      of
      Common Stock or options or rights to purchase those shares pursuant to any
      present or future employee, director, or consultant benefit plan or program
      of
      the Issuer or the Guarantor; (c) upon the issuance of any shares of Common
      Stock
      pursuant to any option, warrant, right or exercisable, exchangeable or
      convertible security outstanding as of the date hereof; (d) for a change in
      the
      par value or a change to no par value of the Common Stock; (e) for accrued
      and
      unpaid interest (including Additional Interest, if any); or (f) for the issuance
      of limited partnership interests by the Issuer and the issuance of shares of
      Common Stock or the payment of cash upon redemption of such limited partnership
      interests, or the issuance of shares of Common Stock or the payment of cash
      upon
      the redemption of any limited partnership interests in any ådown-REIT entitiesæ
      of the Issuer.




(k)  No
      adjustment in the Exchange Rate shall be required unless such adjustment would
      require an increase or decrease of at least one percent (1%) in such
      rate; *provided* that any
      adjustments that by reason of this Section 13.05(k) are not required to be
      made
      shall be carried forward and the Issuer shall make such carry forward
      adjustments, regardless of whether the aggregate adjustment is less than 1%,
      upon redemption, upon a Fundamental Change or at maturity, as applicable. All
      calculations under this Article 13 shall be made by the Issuer and shall be
      made
      to the nearest cent or to the nearest one-thousandth (1/1,000) of a share,
      as
      the case may be. Except as otherwise provided in this Indenture, no adjustment
      need be made for any issuance of Common Stock or convertible or exchangeable
      securities or rights to purchase Common Stock or convertible or exchangeable
      securities. Interest will not accrue on any cash into which the Notes are
      exchangeable.




*76*


(l)  Whenever
      the Exchange Rate is adjusted as herein provided, the Issuer shall promptly
      file
      with the Trustee and any Exchange Agent other than the Trustee an Officers’
      Certificate setting forth the Exchange Rate after such adjustment and setting
      forth a brief statement of the facts requiring such adjustment. Unless and
      until
      a Responsible Officer of the Trustee shall have received such Officers’
      Certificate, the Trustee shall not be deemed to have knowledge of any adjustment
      of the Exchange Rate and may assume that the last Exchange Rate of which it
      has
      knowledge is still in effect. Promptly after delivery of such certificate,
      the
      Issuer shall prepare a notice of such adjustment of the Exchange Rate setting
      forth the adjusted Exchange Rate and the date on which each adjustment becomes
      effective and shall mail such notice of such adjustment of the Exchange Rate
      to
      the holder of each Note at its last address appearing on the Note Register
      provided for in Section 2.05 of this Indenture, within twenty (20) calendar
      days
      after execution thereof. Failure to deliver such notice shall not affect the
      legality or validity of any such adjustment.




(m)  In
      any
      case in which this Section 13.05 provides that an adjustment shall become
      effective immediately after (1) a record date for an event, (2) the date fixed
      for the determination of stockholders entitled to receive a dividend or
      distribution pursuant to Section 13.05(a), (3) a date fixed for the
      determination of stockholders entitled to receive rights or warrants pursuant
      to
      Section 13.05(c), or (4) the Expiration Time for any tender or exchange offer
      pursuant to Section 13.05(f), (each, an " **Adjustment
      Determination Date"** ),
      the
      Issuer may elect to defer until the occurrence of the applicable Adjustment
      Event (as hereinafter defined) (x) issuing to the holder of any Note exchanged
      after such Adjustment Determination Date and before the occurrence of such
      Adjustment Event, the additional shares of Common Stock or other securities
      issuable upon such exchange by reason of the adjustment required by such
      Adjustment Event over and above the cash and, if applicable, Common Stock
      issuable upon such exchange before giving effect to such adjustment and (y)
      paying to such holder any amount in cash in lieu of any fraction pursuant to
      Section 13.03. For purposes of this Section 13.05(m), the term " **Adjustment
      Event"** shall
      mean:




(i)  in
      any
      case referred to in clause (1) hereof, the occurrence of such
      event,




*77*


(ii)  in
      any
      case referred to in clause (2) hereof, the date any such dividend or
      distribution is paid or made,




(iii)  in
      any
      case referred to in clause (3) hereof, the date of expiration of such rights
      or
      warrants, and




(iv)  in
      any
      case referred to in clause (4) hereof, the date a sale or exchange of Common
      Stock pursuant to such tender or exchange offer is consummated and becomes
      irrevocable.




(n)  For
      purposes of this Section 13.05, the number of shares of Common Stock at any
      time
      outstanding shall not include shares held in the treasury of the Guarantor
      but
      shall include shares issuable in respect of scrip certificates issued in lieu
      of
      fractions of shares of Common Stock. The Guarantor will not pay any dividend
      or
      make any distribution on shares of Common Stock held in the treasury of the
      Guarantor.




(o)  If,
      in
      connection with any adjustment to the Exchange Rate as set forth in this Section
      13.05, a Holder shall be deemed for U.S. federal tax purposes to have received
      a
      distribution or an additional interest payment, the Issuer may set off any
      withholding tax it or the Guarantor is required to collect with respect to
      any
      such deemed distribution or payment against cash payments of interest in
      accordance with Section 2.03 or from cash and shares of Common Stock, if any,
      otherwise deliverable to a Holder upon an exchange of Notes in accordance with
      the provisions of Section 13.12 hereof or a redemption or repurchase of a Note
      in accordance with the provisions of Section 3.01, 3.05 or 3.06
      hereof.




(p)  No
      adjustment to the Exchange Rate shall be made pursuant to this Section 13.05
      if
      the holders of the Notes may participate, on an as exchanged basis, in the
      transaction that would otherwise give rise to adjustment pursuant to this
      Section 13.05.




*Section
      13.06*  *Change in Exchange Right Upon Certain Reclassifications, Business Combinations
      and Asset Sale* *s*




(a)  If
      any of
      the following shall occur (including as a result of a Fundamental Change),
      namely: (i) any reclassification or change of outstanding shares of Common
      Stock
      (other than a change in par value, or from par value to no par value, or from
      no
      par value to par value, or as a result of a subdivision or combination); (ii)
      any consolidation, combination, merger or share exchange to which the Issuer
      or
      the Guarantor is a party other than a merger in which the Issuer or the
      Guarantor is the resulting or surviving corporation and which does not result
      in
      any reclassification of, or change (other than a change in name, or par value,
      or from par value to no par value, or from no par value to par value, or as
      a
      result of a subdivision or combination) in, outstanding shares of Common Stock;
      or (iii) any sale or conveyance of all or substantially all of the properties
      and assets of the Issuer or the Guarantor, then the Issuer or the Guarantor,




*78*


or
      such
      successor or purchasing corporation, as the case may be, shall, as a condition
      precedent to such reclassification, change, consolidation, merger, share
      exchange, sale or conveyance, execute and deliver to the Trustee a supplemental
      indenture providing that the holder of each Note then outstanding shall have
      the
      right to exchange such Note into the kind and amount of cash, securities or
      other property (the " **Applicable
      Consideration"** )
      receivable upon such reclassification, change, consolidation, merger, share
      exchange, sale or conveyance by a holder of the number of shares of Common
      Stock
      equal to the Exchange Rate of such Note immediately prior to such
      reclassification, change, consolidation, merger, share exchange, sale or
      conveyance. Such supplemental indenture shall (a) provide for adjustments of
      the
      Exchange Rate which shall be as nearly equivalent as may be practicable to
      the
      adjustments of the Exchange Rate provided for in this Article 13, including,
      without limitation, the provisions of Sections 13.12 and 13.13, (b) set forth
      appropriate modifications to the means of determining the Exchange Value and
      settlement provisions specified in this Article 13 so as to be nearly equivalent
      to such provisions as may be practicable and (c) specify the Exchange Rate
      immediately after such transactions. If, in the case of any such consolidation,
      merger, share exchange, sale or conveyance, the stock or other securities and
      property (including cash) receivable thereupon by a holder of Common Stock
      includes shares of capital stock or other securities and property of a
      corporation other than the successor or purchasing corporation, as the case
      may
      be, in such consolidation, merger, share exchange, sale or conveyance, then
      such
      supplemental indenture shall also be executed by such other corporation and
      shall contain such additional provisions to protect the interests of the holders
      of the Notes as the Board of Directors shall reasonably consider necessary
      by
      reason of the foregoing. Notwithstanding the foregoing, a distribution by the
      Guarantor to all or substantially all holders of Common Stock for which an
      adjustment to the Exchange Rate or provision for exchange of the Notes may
      be
      made pursuant to Section 13.05 shall not be deemed to be a sale or conveyance
      of
      all or substantially all of the properties and assets of the Guarantor for
      purposes of this Section 13.06.




(b)  In
      the
      event the Issuer or Guarantor shall execute a supplemental indenture pursuant
      to
      this Section 13.06, the Issuer or Guarantor shall promptly file with the Trustee
      an Opinion of Counsel stating that such supplemental indenture is authorized
      or
      permitted by this Indenture and an Officers’ Certificate briefly stating the
      reasons therefor, the kind or amount of cash, securities or other property
      receivable by holders of the Notes upon the exchange of their Notes after any
      such reclassification, change, consolidation, merger, share exchange, sale
      or
      conveyance, any adjustment to be made with respect thereto and that all
      conditions precedent have been complied with.




(c)  In
      the
      event holders of shares of Common Stock have the opportunity to elect the form
      of consideration to be received in such reclassification, change, consolidation,
      merger, share exchange, sale or conveyance, the Issuer or the Guarantor shall
      make adequate provision whereby the holders of the Notes shall have a reasonable
      opportunity to determine the form of consideration into which the Notes shall
      be
      exchangeable from and after the effective date of such transaction, in each
      case, for purposes of all outstanding Notes, treated as a single
      class.




*79*


(d)  If
      this
      Section 13.06 applies to any event or occurrence, Section 13.05 shall not apply.
      The provisions of this Section 13.06 shall similarly apply to successive
      consolidations, mergers, share exchanges, sales or conveyances.




*Section
      13.07*  *Taxes on Shares Issued*




** The
      issue
      of stock certificates, if any, on exchange of Notes shall be made without charge
      to the exchanging Noteholder for any documentary, stamp or similar issue or
      transfer tax in respect of the issue thereof. The Issuer shall not, however,
      be
      required to pay any such tax which may be payable in respect of any transfer
      involved in the issue and delivery of stock in any name other than that of
      the
      holder of any Note exchanged, and the Issuer shall not be required to issue
      or
      deliver any such stock certificate unless and until the Person or Persons
      requesting the issue thereof shall have paid to the Issuer the amount of such
      tax or shall have established to the satisfaction of the Issuer that such tax
      has been paid.




*Section
      13.08*  *Reservation of Shares, Shares to be Fully Paid* ; *Compliance with Governmental Requirements* ; *Listing of Common Stock*




** The
      Guarantor shall provide, free from preemptive rights, out of its authorized
      but
      unissued shares or shares held in treasury, sufficient shares of Common Stock
      to
      provide for the exchange of the Notes as required by this Indenture from time
      to
      time as such Notes are presented for exchange.




Before
      taking any action which would cause an adjustment increasing the Exchange Rate
      to an amount that would cause the Exchange Price to be reduced below the then
      par value, if any, of the shares of Common Stock issuable, if any, upon exchange
      of the Notes, the Guarantor will take all corporate action which may, in the
      opinion of its counsel, be necessary in order that the Guarantor may validly
      and
      legally issue shares of such Common Stock at such adjusted Exchange
      Rate.




The
      Guarantor covenants that all shares of Common Stock which may be issued upon
      exchange of Notes will upon issue be fully paid and non-assessable by the
      Guarantor and free from all taxes, liens and charges with respect to the issue
      thereof.




The
      Guarantor covenants that, if any shares of Common Stock to be provided for
      the
      purpose of exchange of Notes hereunder require registration with or approval
      of
      any governmental authority under any federal or state law before such shares
      may
      be validly issued upon exchange, the Guarantor will in good faith and as
      expeditiously as possible, to the extent then permitted by the rules and
      interpretations of the Commission (or any successor thereto), endeavor to secure
      such registration or approval, as the case may be.




The
      Guarantor further covenants that, if at any time the Common Stock shall be
      listed on The New York Stock Exchange or any other national or regional
      securities exchange or automated quotation system, the Guarantor will, if
      permitted by the rules of such exchange or automated quotation system, list
      and
      keep listed, so long as the Common Stock shall be so listed on such exchange
      or
      automated quotation system, all Common Stock issuable upon exchange of the
      Notes; *provided* that if
      the rules of such exchange or automated quotation system permit the Guarantor
      to
      defer the listing of such Common Stock until the first exchange of the Notes
      in
      accordance with the provisions of this Indenture, the Guarantor covenants to
      list such Common Stock issuable upon exchange of the Notes in accordance with
      the requirements of such exchange or automated quotation system at such
      time.




*80*


*Section
      13.09*  *Responsibility of Trustee*




** The
      Trustee and any other Exchange Agent shall not at any time be under any duty
      or
      responsibility to any holder of Notes to determine the Exchange Rate or whether
      any facts exist which may require any adjustment of the Exchange Rate, or with
      respect to the nature or extent or calculation of any such adjustment when
      made,
      or with respect to the method employed, or herein or in any supplemental
      indenture provided to be employed, in making the same. The Trustee and any
      other
      Exchange Agent shall not be accountable with respect to the validity or value
      (or the kind or amount) of any shares of Common Stock, or of any capital stock,
      other securities or other assets or property, which may at any time be issued
      or
      delivered upon the exchange of any Note; and the Trustee and any other Exchange
      Agent make no representations with respect thereto. Neither the Trustee nor
      any
      Exchange Agent shall be responsible for any failure of the Issuer to issue,
      transfer or deliver any shares of Common Stock or stock certificates or other
      securities or property or cash upon the surrender of any Note for the purpose
      of
      exchange or to comply with any of the duties, responsibilities or covenants
      of
      the Issuer contained in this Article 13. Without limiting the generality of
      the
      foregoing, neither the Trustee nor any Exchange Agent shall be under any
      responsibility to determine the correctness of any provisions contained in
      any
      supplemental indenture entered into pursuant to Section 13.06 relating either
      to
      the kind or amount of shares of capital stock or other securities or other
      assets or property (including cash) receivable by Noteholders upon the exchange
      of their Notes after any event referred to in such Section 13.06 or to any
      adjustment to be made with respect thereto, but, subject to the provisions
      of
      Section 7.01, may accept as conclusive evidence of the correctness of any such
      provisions, and shall be protected in relying upon, the Officers’ Certificate
      (which the Issuer shall be obligated to file with the Trustee prior to the
      execution of any such supplemental indenture) with respect thereto.  The
      Trustee shall not at any time be under any duty or responsibility to any holder
      of Notes to determine the accuracy of the method employed in calculating the
      Trading Price or whether any facts exist which may require any adjustment of
      the
      Trading Price.




*Section
      13.10*  *Notice
      to Holders Prior to Certain Actions*




** In
      case:




(a)  the
      Guarantor shall declare a dividend (or any other distribution) on its Common
      Stock that would require an adjustment in the Exchange Rate pursuant to Section
      13.05; or




(b)  the
      Guarantor shall authorize the granting to the holders of all or substantially
      all of its Common Stock of rights or warrants to subscribe for or purchase
      any
      share of any class or any other rights or warrants; or




*81*


(c)  of
      any
      reclassification or reorganization of the Common Stock (other than a subdivision
      or combination of its outstanding Common Stock, or a change in par value, or
      from par value to no par value, or from no par value to par value), or of any
      consolidation, combination, merger or share exchange to which the Issuer or
      the
      Guarantor is a party and for which approval of any stockholders of the Guarantor
      is required, or of the sale or transfer of all or substantially all of the
      assets of the Guarantor; or




(d)  of
      the
      voluntary or involuntary dissolution, liquidation or winding up of the
      Guarantor;




the
      Issuer shall cause to be filed with the Trustee and to be mailed to each holder
      of Notes at its address appearing on the Note Register provided for in Section
      2.05 of this Indenture, as promptly as possible but in any event at least ten
      (10) calendar days prior to the applicable date hereinafter specified, a notice
      stating (x) the date on which a record is to be taken for the purpose of such
      dividend, distribution or rights or warrants, or, if a record is not to be
      taken, the date as of which the holders of Common Stock of record to be entitled
      to such dividend, distribution or rights are to be determined, or (y) the date
      on which such reclassification, consolidation, merger, sale, transfer,
      dissolution, liquidation or winding up is expected to become effective or occur,
      and the date as of which it is expected that holders of Common Stock of record
      shall be entitled to exchange their Common Stock for securities or other
      property deliverable upon such reclassification, consolidation, merger, sale,
      transfer, dissolution, liquidation or winding up. Failure to give such notice,
      or any defect therein, shall not affect the legality or validity of such
      dividend, distribution, reclassification, consolidation, merger, sale, transfer,
      dissolution, liquidation or winding up.




*Section
      13.11*  *Stockholder Rights Plans*




** If
      the
      rights provided for in the Guarantor’s Rights Agreement dated as of November 11,
      1998 or in any future rights plan adopted by the Guarantor have separated from
      the shares of Common Stock in accordance with the provisions of the applicable
      stockholder rights agreement so that the holders of the Notes would not be
      entitled to receive any rights in respect of Common Stock issuable upon exchange
      of the Notes, if any, the Exchange Rate will be adjusted as provided in Section
      13.05(d).




*Section
      13.12*  *Settlement
      Upon Exchange*




(a)  Upon
      exchange of any Notes, subject to Sections 13.01, 13.02, 13.06 and this
      Section 13.12, the Issuer shall satisfy its obligation upon exchange
      (the
      " **Exchange
      Obligation"** )
      by
      payment and delivery of cash and, if applicable as provided herein, shares
      of
      Common Stock, the aggregate value of which (the " **Exchange
      Value"** ),
      for
      each $1,000 aggregate principal amount of Notes so exchanged, shall be equal
      to
      the product of:




(i)  the
      Exchange Rate in effect on the Exchange Date; and




*82*


(ii)  the
      average of the daily Volume Weighted Average Price of the Common Stock for
      each
      of the twenty (20) consecutive Trading Days (appropriately adjusted to take
      into
      account the occurrence during such period of stock splits and similar events)
      beginning on the second Trading Day immediately following the Business Day
      the
      Notes are tendered for exchange (the " **Twenty
      Day Weighted Average Price"** ).
      The
      " **Volume
      Weighted Average Price"** per
      share of the Common Stock on any Trading Day will be the volume weighted average
      price on the New York Stock Exchange or, if the Common Stock is not listed
      on
      the New York Stock Exchange, on the principal U.S. national or regional
      securities exchange, the Nasdaq National Market or over-the-counter market
      on
      which the Common Stock is then listed or traded, from 9:30 a.m. to 4:00 p.m.
      (New York City time) on that Trading Day as displayed by Bloomberg (or if such
      volume weighted average price is not available, the market value of one share
      on
      such Trading Day as the Board of Directors determine in good faith using a
      volume weighted method).




(b)  The
      Issuer shall deliver the Exchange Value of the Notes surrendered for exchange
      to
      exchanging holders as follows:




(i)  an
      amount
      in cash (the " **Principal
      Return"** )
      equal
      to the lesser of (A) the aggregate Exchange Value of the Notes to be exchanged
      and (B) the aggregate principal amount of the Notes to be
      exchanged;




(ii)  if
      the
      aggregate Exchange Value of the Notes to be exchanged is greater than the
      Principal Return, an amount in cash (the " **Net
      Cash Amount"** )
      or, at
      the election of the Issuer, an amount in whole shares of Common Stock (the
      " **Net
      Shares Amount"** ),
      determined pursuant to Section 13.12(c), or a combination thereof equal
      to
      such aggregate Exchange Value less the Principal Return (the " **Net
      Amount"** );
      and




(iii)  an
      amount
      in cash in lieu of any fractional shares of Common Stock.




(c)  The
      Net
      Shares Amount to be paid will be determined by dividing the portion of the
      Net
      Amount to be paid in shares of Common Stock by the Twenty Day Weighted Average
      Price. The cash payment for fractional shares also will be based on the Twenty
      Day Weighted Average Price.




(d)  The
      Exchange Value, Principal Return, Net Cash Amount, Net Shares Amount and the
      Net
      Amount will be determined by the Issuer at the end of the twenty (20)
      consecutive Trading Days beginning on the second Trading Day immediately
      following the day the Notes are tendered for exchange (the " **Determination
      Date"** ); *provided* that
      with respect to any Notes surrendered for exchange pursuant to Section
      13.01(a)(iv) and which are subject to Section 13.13, the Determination Date
      shall be the last Trading Day in the period on which the applicable Stock Price
      is determined (pursuant to the definition thereof) in connection with the
      determination of Additional Shares, if any, to be added to the Exchange Rate.
      Prior to 5:00 p.m., New York City time, on the second Trading Day following
      the
      day on which Notes are tendered for exchange, the Issuer will notify holders
      of
      such Notes of the Issuer’s election to pay cash for all or a portion of the Net
      Amount and, if applicable, the percentage of the Net Amount that the Issuer
      will
      pay as the Net Cash Amount and the Net Shares Amount or, in lieu of such
      percentage, the total Net Amount payable as the Net Cash Amount.




*83*


(e)  Payment
      of the cash and Net Amount, if any, in satisfaction of the Exchange Obligation
      shall be made by the Issuer as promptly as practicable following the
      Determination Date, but in no event later than three Business Days thereafter
      (the " **Exchange
      Settlement Date"** )
      by
      paying in cash the Principal Return, the Net Cash Amount and any cash in lieu
      of
      fractional shares to the holder of a Note surrendered for exchange, or such
      holder’s nominee or nominees, and issue, or cause to be issued, and deliver to
      the Exchange Agent or to such holder, or such holder’s nominee or nominees,
      certificates or a book-entry transfer through the Depositary for the number
      of
      full shares of Common Stock equal to the Net Shares Amount, if any, to which
      such holder shall be entitled as part of such Exchange Obligation.




(f)  If
      a
      holder tenders Notes for exchange after the earlier of the Effective Date of
      a
      Fundamental Change transaction and the record date for receiving distributions
      in connection with such transaction, the Exchange Value of each Note will be
      determined based on the Applicable Consideration that a holder of a number
      of
      shares of Common Stock equal to the Exchange Value would have owned or been
      entitled to receive in such transaction; *provided* ,
      that if
      such earlier date is the record date, a holder will receive the Exchange Value
      on the actual Effective Date of the Fundamental Change transaction.




*Section
      13.13*  *Exchange
      Rate Adjustment After Certain Fundamental Changes* **






(a)  Subject
      to the provisions hereof, if a Noteholder elects to exchange its Notes pursuant
      to Section 13.01(a)(v) following the occurrence of a transaction described
      in
      clause (1) or (2) of the definition of Fundamental Change that occurs on or
      prior to November 4, 2010, the Issuer will increase the applicable Exchange
      Rate
      for the Notes so surrendered for exchange (the " **Additional
      Shares**" )
      as
      specified below; *provided* ,
      that
      the Additional Shares will only be payable as set forth below. An exchange
      of
      Notes will be deemed for these purposes to be åin connection withæ such a
      Fundamental Change, subject to Section 13.14, if the Exchange Notice is received
      by the Exchange Agent from and including the date that is fifteen (15) Business
      Days prior to the anticipated effective date of the Fundamental Change until
      and
      including the fifth Business Day following the Effective Date (as defined
      below). The Issuer will notify holders of the Notes at least twenty (20)
      Business Days prior to the anticipated effective date of the Fundamental Change
      transaction of such anticipated effective date and whether the Issuer elects,
      if
      such transaction is also a Public Acquirer Change of Control, to modify the
      Exchange Obligation in lieu of increasing the Exchange Rate.




*84*


(b)  The
      number of Additional Shares will be determined by reference to the table in
      paragraph (e) below and is based on the date on which the Fundamental Change
      becomes effective (the " **Effective
      Date"** )
      and the
      price paid per share of the Common Stock in the Fundamental Change transaction
      (the " **Stock
      Price"** ).
      If
      holders of the Common Stock receive only cash in the Fundamental Change
      Transaction, the Stock Price will equal the cash amount paid per share. In
      all
      other cases, the Stock Price will equal the average of the Closing Sale Price
      of
      the Common Stock over the ten consecutive Trading Day period ending on the
      Trading Day immediately preceding the Effective Date.




(c)  The
      Stock
      Prices set forth in the first column of the table below shall be adjusted as
      of
      any date on which the Exchange Rate of the Notes is adjusted pursuant to Section
      13.13 (and other than any increase to the Exchange Rate for a Fundamental Change
      as set forth in this Section 13.13). The adjusted Stock Prices will equal the
      Stock Prices applicable immediately prior to such adjustment, multiplied by
      a
      fraction, (i) the numerator of which is the Exchange Rate immediately prior
      to
      the adjustment giving rise to the Stock Price adjustment and (ii) the
      denominator of which is the Exchange Rate as so adjusted.




(d)  The
      number of Additional Shares will be adjusted in the same manner and for the
      same
      events as the Exchange Rate is adjusted pursuant to Section 13.05.




(e)  The
      following table sets forth the Stock Price and number of Additional Shares
      issuable per $1,000 principal amount of Notes:







**Effective
                  Date****Stock
                  Price**
              
              **October
                  25, 2005**
              
              **November
                  1, 2006**
              
              **November
                  1, 2007**
              
              **November
                  1, 2008**
              
              **November
                  1, 2009**
              
              **November
                  4, 2010**$  87.39
              
              1.95
              
              2.12
              
              2.09
              
              2.03
              
              1.96
              
              0.00$  90.00
              
              1.75
              
              1.91
              
              1.86
              
              1.79
              
              1.69
              
              0.00$  95.00
              
              1.42
              
              1.57
              
              1.50
              
              1.41
              
              1.26
              
              0.00$100.00
              
              1.16
              
              1.28
              
              1.21
              
              1.10
              
              0.93
              
              0.00$105.00
              
              0.94
              
              1.05
              
              0.98
              
              0.86
              
              0.69
              
              0.00$110.00
              
              0.76
              
              0.87
              
              0.79
              
              0.68
              
              0.51
              
              0.00$115.00
              
              0.62
              
              0.72
              
              0.64
              
              0.53
              
              0.38
              
              0.00$120.00
              
              0.50
              
              0.59
              
              0.52
              
              0.42
              
              0.29
              
              0.00$125.00
              
              0.40
              
              0.49
              
              0.43
              
              0.34
              
              0.23
              
              0.00$130.00
              
              0.33
              
              0.41
              
              0.35
              
              0.28
              
              0.19
              
              0.00$135.00
              
              0.26
              
              0.35
              
              0.30
              
              0.23
              
              0.16
              
              0.00$140.00
              
              0.21
              
              0.30
              
              0.25
              
              0.20
              
              0.14
              
              0.00$145.00
              
              0.17
              
              0.26
              
              0.22
              
              0.17
              
              0.13
              
              0.00$150.00
              
              0.13
              
              0.22
              
              0.19
              
              0.15
              
              0.12
              
              0.00$155.00
              
              0.10
              
              0.19
              
              0.16
              
              0.14
              
              0.12
              
              0.00$160.00
              
              0.08
              
              0.17
              
              0.15
              
              0.12
              
              0.11
              
              0.00$165.00
              
              0.06
              
              0.15
              
              0.13
              
              0.12
              
              0.11
              
              0.00$170.00
              
              0.05
              
              0.14
              
              0.12
              
              0.11
              
              0.11
              
              0.00


*85*


(f)  If
      the
      exact Stock Price and Effective Date are not set forth on the table above,
      then:




(i)  If
      the
      Stock Price is between two Stock Price amounts in the table or the Effective
      Date is between two Effective Dates in the table, the number of Additional
      Shares will be determined by a straight-line interpolation between the number
      of
      Additional Shares set forth for the higher and lower Stock Price amounts and
      the
      two dates, as applicable, based on a 365-day year.




(ii)  If
      the
      Stock Price is in excess of $170.00 per share, subject to adjustment, the Issuer
      shall not increase the Exchange Rate by any Additional Shares.




(iii)  If
      the
      Stock Price is less than $87.39 per share, subject to adjustment, the Issuer
      shall not increase the Exchange Rate by any Additional Shares.




*Section
      13.14*  *Exchange
      Right After Public Acquirer Change of Control* **




(a)  Notwithstanding
      the foregoing, in lieu of adjusting the Exchange Rate as set forth in Section
      13.13, in the case of a Public Acquirer Change of Control, the Issuer may,
      at
      any time prior to the twentieth Business Day immediately preceding the proposed
      Effective Date of the Public Acquirer Change of Control, irrevocably elect
      to
      change the Exchange Obligation with respect to the Notes into an obligation
      to
      deliver, upon exchange of the Notes, cash and shares of Public Acquirer Common
      Stock, if any, equal to the Exchange Value in the same manner as the Issuer
      would otherwise be required to satisfy the Exchange Obligation pursuant to
      Section 13.12 in respect of the shares of Common Stock. If the Issuer makes
      such
      an election, the Exchange Rate at the Effective Date of the Public Acquirer
      Change of Control will be a number of shares of Public Acquirer Common Stock
      equal to the Exchange Rate in effect immediately before the Effective Date
      of
      the Public Acquirer Change of Control multiplied by a fraction:




(i)  the
      numerator of which will be (1) in the case of a share exchange, consolidation,
      merger, or binding share exchange pursuant to which the shares of Common Stock
      are converted into cash, securities, or other property, the value of all cash,
      securities, and other property (as determined by the Board of Directors) paid
      or
      payable per share of Common Stock or (2) in the case of any other Public
      Acquirer Change of Control, the average of the Closing Sale Price of the Common
      Stock for the five consecutive Trading Days prior to but excluding the Effective
      Date of such Public Acquirer Change of Control; and




(ii)  the
      denominator of which will be the average of the Closing Sale Prices of the
      Public Acquirer Common Stock for the five consecutive Trading Days commencing
      on
      the Trading Day next succeeding the Effective Date of such Public Acquirer
      Change of Control.




*86*


(b)  If
      the
      Issuer elects to adjust the Exchange Rate and Exchange Obligation in connection
      with a Public Acquirer Change of Control pursuant to Section 13.14(a), the
      Issuer must send holders of Notes written notice not later than twenty (20)
      Business Days prior to but excluding the expected Effective Date of the Public
      Acquirer Change of Control. If the Issuer makes such an election, holders who
      tender their Notes for exchange will not have the right to receive Additional
      Shares pursuant to Section 13.13.




*Section
      13.15*  *Ownership Limit; Withholding Tax*




(a)  Notwithstanding
      any other provision of the Notes, no holders of Notes shall be entitled to
      receive shares of Common Stock upon an exchange of Notes to the extent that
      receipt of such shares would cause such holder (together with such Holder’s
      Affiliates) to exceed the ownership limit contained in the Charter of the
      Guarantor. In such case, such holder shall be entitled to receive cash in an
      amount equal to the Exchange Value.




(b)  At
      the
      Maturity Date or upon earlier redemption or repurchase of the Notes or
      otherwise, and as otherwise required by law, the Issuer may deduct and withhold
      from the amount of consideration otherwise deliverable to the Holder the amount
      required to be deducted and withheld under applicable law.




*Section
      13.16*  *Calculation In Respect of Notes*




*.* Except
      as otherwise specifically stated herein or in the Notes, all calculations to
      be
      made in respect of the Notes shall be the obligation of the Issuer. All
      calculations made by the Issuer or its agent as contemplated pursuant to the
      terms hereof and of the Notes shall be made in good faith and be final and
      binding on the Notes and the holders of the Notes absent manifest error. The
      Issuer shall provide a schedule of calculations to the Trustee, and the Trustee
      shall be entitled to rely upon the accuracy of the calculations by the Issuer
      without independent verification. The Trustee shall forward calculations made
      by
      the Issuer to any Holder of Notes upon request.






**ARTICLE
      14**


Guarantee




*Section
      14.01*  *Guarantee*




By
      its
      execution hereof, the Guarantor acknowledges and agrees that it receives
      substantial benefits from the Issuer and that the Guarantor is providing its
      Guarantee for good and valuable consideration, including, without limitation,
      such substantial benefits. Accordingly, subject to the provisions of this
      Article 14, the Guarantor hereby unconditionally guarantees to each holder
      of a
      Note authenticated and delivered by the Trustee and its successors and assigns
      that: (i) the principal of, premium, if any, and interest and Additional
      Interest, if any, on the Notes shall be duly and punctually paid in full when
      due, whether at maturity, by acceleration, call for redemption, upon a
      repurchase, upon repurchase due to a Fundamental Change or otherwise, and
      interest on overdue principal, premium, if any, Additional Interest, if any,
      and
      (to the extent permitted by law) interest on any interest, if any, on the Notes
      and all other obligations of the Issuer to the holders or the Trustee hereunder
      or under the Notes (including fees, expenses or other) shall be promptly paid
      in
      full or performed, all in accordance with the terms hereof; and (ii) in case
      of
      any extension of time of payment or renewal of any Notes or any of such other
      obligations, the same shall be promptly paid in full when due or performed
      in
      accordance with the terms of the extension or renewal, whether at stated
      maturity, by acceleration, call for redemption, upon repurchase, upon repurchase
      due to a Fundamental Change or otherwise, subject, however, in the case of
      clauses (i) and (ii) above, to the limitations set forth in Section 14.03 hereof
      (collectively, the " **Guarantee
      Obligations"** ).




*87*


Subject
      to the provisions of this Article 14, the Guarantor hereby agrees that its
      Guarantee hereunder shall be unconditional, irrespective of the validity,
      regularity or enforceability of the Notes or this Indenture, the absence of
      any
      action to enforce the same, any waiver or consent by any holder of the Notes
      with respect to any thereof, the entry of any judgment against the Issuer,
      any
      action to enforce the same or any other circumstance which might otherwise
      constitute a legal or equitable discharge or defense of the Guarantor. The
      Guarantor hereby waives and relinquishes: (a) any right to require the Trustee,
      the holders or the Issuer (each, a " **Benefited
      Party"** )
      to
      proceed against the Issuer or any other Person or to proceed against or exhaust
      any security held by a Benefited Party at any time or to pursue any other remedy
      in any secured party’s power before proceeding against the Guarantor; (b) any
      defense that may arise by reason of the incapacity, lack of authority, death
      or
      disability of any other Person or Persons or the failure of a Benefited Party
      to
      file or enforce a claim against the estate (in administration, bankruptcy or
      any
      other proceeding) of any other Person or Persons; (c) demand, protest and notice
      of any kind (except as expressly required by this Indenture), including but
      not
      limited to notice of the existence, creation or incurring of any new or
      additional indebtedness or obligation or of any action or non-action on the
      part
      of the Guarantor, the Company, any Benefited Party, any creditor of the
      Guarantor or the Company or on the part of any other Person whomsoever in
      connection with any obligations the performance of which are hereby guaranteed;
      (d) any defense based upon an election of remedies by a Benefited Party,
      including but not limited to an election to proceed against the Guarantor for
      reimbursement; (e) any defense based upon any statute or rule of law which
      provides that the obligation of a surety must be neither larger in amount nor
      in
      other respects more burdensome than that of the principal; (f) any defense
      arising because of a Benefited Party’s election, in any proceeding instituted
      under the Bankruptcy Law, of the application of Section 1111(b)(2) of the
      Bankruptcy Code; and (g) any defense based on any borrowing or grant of a
      security interest under Section 364 of the Bankruptcy Code. The Guarantor hereby
      covenant that, except as otherwise provided therein, the Guarantee shall not
      be
      discharged except by payment in full of all Guarantee Obligations, including
      the
      principal, premium, if any, and interest on the Notes and all other costs
      provided for under this Indenture or as provided in Article 7.




*88*


If
      any
      holder or the Trustee is required by any court or otherwise to return to either
      the Issuer or the Guarantor, or any trustee or similar official acting in
      relation to either the Issuer or the Guarantor, any amount paid by the Issuer
      or
      the Guarantor to the Trustee or such holder, the Guarantee, to the extent
      theretofore discharged, shall be reinstated in full force and effect. The
      Guarantor agrees that it shall not be entitled to any right of subrogation
      in
      relation to the Holders in respect of any Guarantee Obligations hereby until
      payment in full of all such obligations guaranteed hereby. The Guarantor agrees
      that, as between it, on the one hand, and the holders of Notes and the Trustee,
      on the other hand, (x) the maturity of the obligations guaranteed hereby may
      be
      accelerated as provided in Article 6 hereof for the purposes hereof,
      notwithstanding any stay, injunction or other prohibition preventing such
      acceleration in respect of the Guarantee Obligations, and (y) in the event
      of
      any acceleration of such obligations as provided in Article 6 hereof, such
      Guarantee Obligations (whether or not due and payable) shall forthwith become
      due and payable by the Guarantor for the purpose of the Guarantee.




Section
      14.02  *Execution
      and Delivery of Guarantee*




To
      evidence the Guarantee set forth in Section 14.01 hereof, the Guarantor agrees
      that a notation of the Guarantee substantially in the form included in Exhibit
      A hereto
      shall be endorsed on each Note authenticated and delivered by the Trustee and
      that this Indenture shall be executed on behalf of the Guarantor by an officer
      of the Guarantor.




The
      Guarantor agrees that the Guarantee set forth in this Article 14 shall remain
      in
      full force and effect and apply to all the Notes notwithstanding any failure
      to
      endorse on each Note a notation of the Guarantee.




If
      an
      officer whose facsimile signature is on a Note or a notation of Guarantee no
      longer holds that office at the time the Trustee authenticates the Note on
      which
      the Guarantee is endorsed, the Guarantee shall be valid
      nevertheless.




The
      delivery of any Note by the Trustee, after the authentication thereof hereunder,
      shall constitute due delivery of the Guarantee set forth in this Indenture
      on
      behalf of the Guarantor.




*Section
      14.03*  *Limitation
      of Guarantor’s Liability; Certain Bankruptcy Events.*




(a)  The
      Guarantor, and by its acceptance hereof each holder, hereby confirms that it
      is
      the intention of all such parties that the Guarantee Obligations of the
      Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
      conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance
      Act, the Uniform Fraudulent Transfer Act or any similar federal or state law.
      To
      effectuate the foregoing intention, the holders and the Guarantor hereby
      irrevocably agree that the Guarantee Obligations of the Guarantor under this
      Article 14 shall be limited to the maximum amount as shall, after giving effect
      to all other contingent and fixed liabilities of the Guarantor, result in the
      Guarantee Obligations of the Guarantor under the Guarantee not constituting
      a
      fraudulent transfer or conveyance.




*89*


(b)  The
      Guarantor hereby covenants and agrees, to the fullest extent that it may do
      so
      under applicable law, that in the event of the insolvency, bankruptcy,
      dissolution, liquidation or reorganization of the Issuer, the Guarantor shall
      not file (or join in any filing of), or otherwise seek to participate in the
      filing of, any motion or request seeking to stay or to prohibit (even
      temporarily) execution on the Guarantee and hereby waives and agrees not to
      take
      the benefit of any such stay of execution, whether under Section 362 or 105
      of
      the Bankruptcy Law or otherwise.




*Section
      14.04*  *Application
      of Certain Terms and Provisions to the Guarantor.*




(a)  For
      purposes of any provision of this Indenture which provides for the delivery
      by
      the Guarantor of an Officers’ Certificate and/or an Opinion of Counsel, the
      definitions of such terms in Section 1.1 hereof shall apply to the Guarantor
      as
      if references therein to the Issuer or the General Partner, as applicable,
      were
      references to the Guarantor.




(b)  Any
      request, direction, order or demand which by any provision of this Indenture
      is
      to be made by the Guarantor, shall be sufficient if evidenced as described
      in
      Section 15.03 hereof as if references therein to the Issuer were references
      to
      the Guarantor.




(c)  Any
      notice or demand which by any provision of this Indenture is required or
      permitted to be given or served by the Trustee or by the holders of Notes to
      or
      on the Guarantor may be given or served as described in Section 15.03 hereof
      as
      if references therein to the Issuer were references to the
      Guarantor.




(d)  Upon
      any
      demand, request or application by the Guarantor to the Trustee to take any
      action under this Indenture, the Guarantor shall furnish to the Trustee such
      certificates and opinions as are required in Section 15.05 hereof as if all
      references therein to the Issuer were references to the Guarantor.






ARTICLE
      15


Miscellaneous
      Provisions




*Section
      15.01*  *Provisions Binding on Issuer’s Successors*




** All
      the
      covenants, stipulations, promises and agreements by the Issuer or Guarantor
      contained in this Indenture shall bind their respective successors and assigns
      whether so expressed or not.




*Section
      15.02*  *Official Acts by Successor Corporation*




** Any
      act
      or proceeding by any provision of this Indenture authorized or required to
      be
      done or performed by any board, committee or officer of the Issuer shall and
      may
      be done and performed with like force and effect by the like board, committee
      or
      officer of any Person that shall at the time be the lawful sole successor of
      the
      Issuer or Guarantor.




*90*


*Section
      15.03*  *Addresses
      for Notices, etc.*




** Any
      notice or demand which by any provision of this Indenture is required or
      permitted to be given or served by the Trustee or by the holders of Notes on
      the
      Issuer or Guarantor shall be in writing and shall be deemed to have been
      sufficiently given or made, for all purposes, if given or served by being
      deposited postage prepaid by registered or certified mail in a post office
      letter box, or sent by overnight courier, or sent by telecopier transmission
      addressed as follows:




To
      Issuer:  Essex
      Portfolio, L.P., 925 East Meadow Drive, Palo Alto, California 94303, Telecopier
      No.: (650) 494-8743; Attention: Chief Financial Officer.




To
      Guarantor:  Essex
      Property Trust, Inc., 925 East Meadow Drive, Palo Alto, California 94303,
      Telecopier No.: (650) 494-8743; Attention: Chief Financial Officer.




Any
      notice, direction, request or demand hereunder to or upon the Trustee shall
      be
      deemed to have been sufficiently given or made, for all purposes, if given
      or
      served by being deposited, postage prepaid, by registered or certified mail
      in a
      post office letter box, or sent by overnight courier, or sent by telecopier
      transmission addressed as follows: 707 Wilshire Boulevard, 17 th Floor,
      MAC-E2818-1876, Los Angeles, California 90017, Telecopier No.: (213) 614-3355,
      Attention: Corporate Trust Services.




The
      Trustee, by notice to the Issuer, may designate additional or different
      addresses for subsequent notices or communications.




Any
      notice or communication mailed to a Noteholder shall be mailed by first class
      mail, postage prepaid, at such Noteholder’s address as it appears on the Note
      Register and shall be sufficiently given to such Noteholder if so mailed within
      the time prescribed.




Failure
      to mail a notice or communication to a Noteholder or any defect in it shall
      not
      affect its sufficiency with respect to other Noteholders. If a notice or
      communication is mailed in the manner provided above, it is duly given, whether
      or not the addressee receives it.




*Section
      15.04*  *Governing Law*




** This
      Indenture shall be governed by, and construed in accordance with, the laws
      of
      the State of New York, including, without limitation, Section 5-1401 of the
      New
      York General Obligations Law.




*Section
      15.05*  *Evidence of Compliance with Conditions Precedent, Certificates to
      Trustee*




** Upon
      any
      application or demand by the Issuer to the Trustee to take any action under
      any
      of the provisions of this Indenture, the Issuer 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 have been complied with.




*91*


Each
      certificate or opinion provided for in this Indenture and delivered to the
      Trustee with respect to compliance with a condition or covenant provided for
      in
      this Indenture shall include: (1) a statement that the person making such
      certificate or opinion has read such covenant or condition; (2) a brief
      statement as to the nature and scope of the examination or investigation upon
      which the statement or opinion contained in such certificate or opinion is
      based; (3) a statement that, in the opinion of such person, such person has
      made
      such examination or investigation as is necessary to enable such person to
      express an informed opinion as to whether or not such covenant or condition
      has
      been complied with; and (4) a statement as to whether or not, in the opinion
      of
      such person, such condition or covenant has been complied with; *provided,
      however,* that
      with respect to matters of fact an Opinion of Counsel may rely on an Officers’
      Certificate or certificates of public officials.




*Section
      15.06*  *Legal Holidays*




** In
      any
      case in which the date of maturity of interest on or principal or premium,
      if
      any, of the Notes or the redemption date or repurchase date of any Note will
      not
      be a Business Day, then payment of such interest on or principal or premium,
      if
      any, of the Notes need not be made on such date, but may be made on the next
      succeeding Business Day with the same force and effect as if made on the date
      of
      maturity or the redemption or repurchase date, and no interest shall accrue
      for
      the period from and after such date.




*Section
      15.07*  *Trust Indenture Act*




** This
      Indenture is hereby made subject to, and shall be governed by, the provisions
      of
      the Trust Indenture Act required to be part of and to govern indentures
      qualified under the Trust Indenture Act; *provided* that
      this Section 15.07 shall not require this Indenture or the Trustee to be
      qualified under the Trust Indenture Act prior to the time such qualification
      is
      in fact required under the terms of the Trust Indenture Act, nor shall it
      constitute any admission or acknowledgment by any party to the Indenture that
      any such qualification is required prior to the time such qualification is
      in
      fact required under the terms of the Trust Indenture Act. If any provision
      hereof limits, qualifies or conflicts with another provision hereof which is
      required to be included in an indenture qualified under the Trust Indenture
      Act,
      such required provision shall control.




*Section
      15.08*  *No
      Security Interest Created*




** Nothing
      in this Indenture or in the Notes, expressed or implied, shall be construed
      to
      constitute a security interest under the Uniform Commercial Code or similar
      legislation, as now or hereafter enacted and in effect, in any jurisdiction
      in
      which property of the Issuer or its subsidiaries is located.




*Section
      15.09*  *Benefits of Indenture*




** Nothing
      in this Indenture or in the Notes, express or implied, shall give to any Person,
      other than the parties hereto, any Paying Agent, any authenticating agent,
      any
      Note Registrar and their successors hereunder and the holders of Notes any
      benefit or any legal or equitable right, remedy or claim under this
      Indenture.




*92*


*Section
      15.10*  *Table of Contents, Headings, etc.*




** The
      table
      of contents and the titles and headings of the Articles and Sections of this
      Indenture have been inserted for convenience of reference only, are not to
      be
      considered a part hereof, and shall in no way modify or restrict any of the
      terms or provisions hereof.




*Section
      15.11*  *Authenticating Agent*




** The
      Trustee may appoint an authenticating agent that shall be authorized to act
      on
      its behalf, and subject to its direction, in the authentication and delivery
      of
      Notes in connection with the original issuance thereof and transfers and
      exchanges of Notes hereunder, including under Sections 2.04, 2.05, 2.06, 2.07,
      3.03, 3.05 and 3.06, as fully to all intents and purposes as though the
      authenticating agent had been expressly authorized by this Indenture and those
      Sections to authenticate and deliver Notes. For all purposes of this Indenture,
      the authentication and delivery of Notes by the authenticating agent shall
      be
      deemed to be authentication and delivery of such Notes åby the Trusteeæ and a
      certificate of authentication executed on behalf of the Trustee by an
      authenticating agent shall be deemed to satisfy any requirement hereunder or
      in
      the Notes for the Trustee’s certificate of authentication. Such authenticating
      agent shall at all times be a Person eligible to serve as trustee hereunder
      pursuant to Section 7.09.




Any
      corporation into which any authenticating agent may be merged or exchanged
      or
      with which it may be consolidated, or any corporation resulting from any merger,
      consolidation or exchange to which any authenticating agent shall be a party,
      or
      any corporation succeeding to the corporate trust business of any authenticating
      agent, shall be the successor of the authenticating agent hereunder, if such
      successor corporation is otherwise eligible under this Section 15.11, without
      the execution or filing of any paper or any further act on the part of the
      parties hereto or the authenticating agent or such successor
      corporation.




Any
      authenticating agent may at any time resign by giving written notice of
      resignation to the Trustee and to the Issuer. The Trustee may at any time
      terminate the agency of any authenticating agent by giving written notice of
      termination to such authenticating agent and to the Issuer. Upon receiving
      such
      a notice of resignation or upon such a termination, or in case at any time
      any
      authenticating agent shall cease to be eligible under this Section, the Trustee
      shall either promptly appoint a successor authenticating agent or itself assume
      the duties and obligations of the former authenticating agent under this
      Indenture and, upon such appointment of a successor authenticating agent, if
      made, shall give written notice of such appointment of a successor
      authenticating agent to the Issuer and shall mail notice of such appointment
      of
      a successor authenticating agent to all holders of Notes as the names and
      addresses of such holders appear on the Note Register.




*93*


The
      Issuer agrees to pay to the authenticating agent from time to time such
      reasonable compensation for its services as shall be agreed upon in writing
      between the Issuer and the authenticating agent.




The
      provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this Section 15.11 shall
      be
      applicable to any authenticating agent.




*Section
      15.12*  *Execution in Counterparts*




** This
      Indenture may be executed in any number of counterparts, each of which shall
      be
      an original, but such counterparts shall together constitute but one and the
      same instrument.




*Section
      15.13*  *Severability*




** In
      case
      any provision in this Indenture or in the Notes shall be invalid, illegal or
      unenforceable, then (to the extent permitted by law) the validity, legality
      and
      enforceability of the remaining provisions shall not in any way be affected
      or
      impaired thereby.




Wells
      Fargo Bank, N.A. hereby accepts the trusts in this Indenture declared and
      provided, upon the terms and conditions herein above set forth.




*94*


IN
      WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
      executed.




ESSEX
                  PORTFOLIO, L.P.
                
                By:Essex
                  Property Trust, Inc.
                Its
                  Sole General PartnerBy:Name:
                Title:
 
  ESSEX
                  PROPERTY TRUST, INC., as
                GuarantorBy:Name:
                Title:
 
 
 WELLS
                  FARGO BANK, N.A., as TrusteeBy:Name:
                Title:







**EXHIBIT
      A**









[Include
      only for Global Notes]




[UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE "DEPOSITARY", WHICH
      TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES) TO THE ISSUER
      OR
      ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT
      HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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.]




[Include
      only for Notes that are Restricted Securities]




THE
      SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
      SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
      FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
      THEREIN, THE HOLDER:




(1)  REPRESENTS
      THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
      UNDER
      THE SECURITIES ACT AND IS PURCHASING IN COMPLIANCE WITH RULE 144A UNDER
      THE
      SECURITIES ACT;




(2)  AGREES
      THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY
      RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK
      ISSUABLE UPON EXCHANGE OF SUCH SECURITY EXCEPT (A) TO THE ISSUER OR ANY
      SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
      RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM
      REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
      OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
      EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE
      TIME OF SUCH TRANSFER; AND




(3)  AGREES
      THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.




IN
      CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS
      AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT
      TO
      CLAUSE 2(D) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON
      THE
      REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
      CERTIFICATE TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE
      PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) ABOVE, THE HOLDER MUST, PRIOR
      TO
      SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE),
      SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE ISSUER OR THE
      TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
      PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
      UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT
      TO
      CLAUSE 2(C) OR 2(D) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL
      ISSUANCE OF THE SECURITY EVIDENCED HEREBY.





THE
      HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS
      AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE
      HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY
      WITH
      THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.




PURSUANT
      TO SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS
      SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT. TO OBTAIN (I) THE ISSUE
      PRICE OF THIS SECURITY, (II) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, (III) THE
      ISSUE DATE, OR (IV) THE YIELD TO MATURITY; CONTACT INVESTOR RELATIONS AT 925
      EAST MEADOW DRIVE, PALO ALTO, CALIFORNIA 94303, OR BY PHONE AT (650)
      494-3700.




A-2


ESSEX
      PORTFOLIO, L.P.


3.625%
      EXCHANGEABLE SENIOR NOTES DUE 2025




CUSIP:




No. $_____________




Essex
      Portfolio, L.P., a California limited partnership (herein called the "Issuer",
      which term includes any successor corporation under the Indenture referred
      to on
      the reverse hereof), for value received hereby promises to pay to _________
      or
      its registered assigns, [the principal sum of _____________ DOLLARS] [or, such
      amount as is indicated in the records of the Trustee and the
      Depositary] 1  on
      November 1, 2025 at the office or agency of the Issuer maintained for that
      purpose in accordance with the terms of the Indenture, in such coin or currency
      of the United States of America as at the time of payment shall be legal tender
      for the payment of public and private debts, and to pay interest, semi-annually
      on May 1 and November 1 of each year, commencing May 1, 2006, on said principal
      sum at said office or agency, in like coin or currency, at the rate per annum
      of
      3.625%, from the May 1 or November 1, as the case may be, next preceding the
      date of this Note to which interest has been paid or duly provided for, unless
      the date hereof is a date to which interest has been paid or duly provided
      for,
      in which case from the date of this Note, or unless no interest has been paid
      or
      duly provided for on the Notes, in which case from October 28, 2005 until
      payment of said principal sum has been made or duly provided for. The Issuer
      shall pay interest on any Notes in certificated form by check mailed to the
      address of the Person entitled thereto as it appears in the Note Register; *provided* , *however* ,
      that a
      holder of any Notes in certificated form in the aggregate principal amount
      of
      more than $5.0 million may specify by written notice to the Issuer that it
      pay
      interest by wire transfer of immediately available funds to the account
      specified by the Noteholder in such notice, or on any Global Note by wire
      transfer of immediately available funds to the account of the Depositary or
      its
      nominee.




The
      Issuer promises to pay interest on overdue principal, premium, if any, and
      (to
      the extent that payment of such interest is enforceable under applicable law)
      interest at the rate of 1% per annum above the rate borne by the Notes.




Reference
      is made to the further provisions of this Note set forth on the reverse hereof,
      including, without limitation, provisions giving the holder of this Note the
      right to exchange this Note into cash and, if applicable, shares of Common
      Stock
      on the terms and subject to the limitations referred to on the reverse hereof
      and as more fully specified in the Indenture. Such further provisions shall
      for
      all purposes have the same effect as though fully set forth at this
      place.




1For Global Notes only.
 A-3


IN
      THE
      CASE OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS NOTE AND THE INDENTURE,
      THE
      PROVISIONS OF THE INDENTURE SHALL CONTROL. THE INDENTURE AND THIS NOTE SHALL
      BE
      GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
      YORK, INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL
      OBLIGATIONS LAW.




This
      Note
      shall not be valid or become obligatory for any purpose until the certificate
      of
      authentication hereon shall have been manually signed by the Trustee or a duly
      authorized authenticating agent under the Indenture.




A-4





IN
      WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.




Dated:  ________________




ESSEX
                  PORTFOLIO, L.P.
                
                
                By:Essex
                  Property Trust, Inc.
                Its
                  Sole General PartnerBy:Name:
                Title:




A-5





TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION





This
      is
      one of the Notes described in the within-named Indenture.





WELLS
      FARGO BANK, N.A., as Trustee







By:Authorized
                  Signatory







Dated:
      ______________


A-6


FORM
      OF
      REVERSE OF NOTE





ESSEX
      PORTFOLIO, L.P.


3.625%
      EXCHANGEABLE SENIOR NOTES DUE 2025





This
      note
      is one of a duly authorized issue of notes of the Issuer, designated as its
      3.625% Exchangeable Senior Notes due 2025 (herein called the "Notes"), issued
      under and pursuant to an Indenture dated as of October 28, 2005 (herein called
      the "Indenture"), among the Issuer, the Guarantor and Wells Fargo Bank, N.A.,
      as
      trustee (herein called the "Trustee"), to which Indenture and all indentures
      supplemental thereto reference is hereby made for a description of the rights,
      limitations of rights, obligations, duties and immunities thereunder of the
      Trustee, the Issuer and the holders of the Notes. Defined terms used but not
      otherwise defined in this Note shall have the respective meanings ascribed
      thereto in the Indenture.




If
      an
      Event of Default (other than an Event of Default specified in Section 6.01(h),
      6.01(i) and 6.01(j)) with respect to the Issuer) occurs and is continuing,
      the
      principal of, premium, if any, and accrued and unpaid interest on all Notes
      may
      be declared to be due and payable by either the Trustee or the holders of at
      least 25% in aggregate principal amount of the Notes then outstanding, and,
      upon
      said declaration the same shall be immediately due and payable.




If
      an
      Event of Default specified in Section 6.01(h), 6.01(i) or 6.01(j) of the
      Indenture occurs with respect to the Issuer, the principal of and premium,
      if
      any, and interest accrued and unpaid on all the Notes shall be immediately
      and
      automatically due and payable without necessity of further action.




The
      Indenture contains provisions permitting the Issuer and the Trustee, with the
      consent of the holders of not less than a majority in aggregate principal amount
      of the Notes at the time outstanding, to execute supplemental indentures adding
      any provisions to or changing in any manner or eliminating any of the provisions
      of the Indenture or of any supplemental indenture or modifying in any manner
      the
      rights of the holders of the Notes, subject to exceptions set forth in Section
      9.02 of the Indenture. Subject to the provisions of the Indenture, the holders
      of not less than a majority in aggregate principal amount of the Notes at the
      time outstanding may, on behalf of the holders of all of the Notes, waive any
      past default or Event of Default, subject to exceptions set forth in the
      Indenture. Upon any such waiver, said default shall for all purposes of this
      Note and the Indenture be deemed to have been cured and to be not continuing,
      but no such waiver shall extend to any subsequent or other default or impair
      any
      right consequent thereon.




No
      reference herein to the Indenture and no provision of this Note or of the
      Indenture shall impair, as among the Issuer and the holder of the Notes, the
      obligation of the Issuer, which is absolute and unconditional, to pay the
      principal of, premium, if any, on and interest on this Note at the place, at
      the
      respective times, at the rate and in the coin or currency herein and in the
      Indenture prescribed.




A-7




Interest
      on the Notes shall be computed on the basis of a 360-day year of twelve 30-day
      months.




The
      Notes
      are issuable in fully registered form, without coupons, in denominations of
      $1,000 principal amount and any multiple of $1,000. At the office or agency
      of
      the Issuer referred to on the face hereof, and in the manner and subject to
      the
      limitations provided in the Indenture, without payment of any service charge
      but
      with payment of a sum sufficient to cover any tax, assessment or other
      governmental charge that may be imposed in connection with any registration
      or
      exchange of Notes, Notes may be exchanged for a like aggregate principal amount
      of Notes of any other authorized denominations.




The
      Issuer shall not have the right to redeem any Notes prior to November 4, 2010,
      except to preserve the Guarantor’s status as a real estate investment trust. If
      the Issuer determines it is necessary to redeem the Notes in order to preserve
      the Guarantor’s status as a real estate investment trust, the Issuer may, upon
      the notice set forth in Section 3.02, redeem the Notes for cash, in whole or
      in
      part, at 100% of the principal amount of the Notes to be redeemed plus unpaid
      interest, if any, accrued thereon to, but excluding, the redemption date; *provided* if an
      interest payment date falls on or prior to the redemption date, then the
      interest payable on such interest payment date shall be paid to the holders
      of
      record of the Notes on the applicable Record Date instead of the holders
      surrendering the Notes for redemption.




At
      any
      time on or after November 4, 2010 and prior to maturity, the Notes may be
      redeemed at the option of the Issuer, in whole or in part, in cash at a
      redemption price equal to 100% of the principal amount of Notes being redeemed
      and accrued and unpaid interest to, but excluding, the redemption date; *provided* if an
      interest payment date falls on or prior to the redemption date, then the
      interest payable on such interest payment date shall be paid to the holders
      of
      record of the Notes on the applicable Record Date instead of the holders
      surrendering the Notes for redemption. Notice of redemption at the option of
      the
      Issuer shall be mailed not less than thirty (30) calendar days but not more
      than
      sixty (60) calendar days before the redemption date to each holder of Notes,
      all
      as provided in the Indenture.




The
      Issuer may not redeem any Notes if there has occurred and is continuing an
      Event
      of Default with respect to the Notes (other than a default in the payment of
      the
      redemption price of any redeemed Notes).




The
      Notes
      are not subject to redemption through the operation of any sinking
      fund.




A-8




If
      a
      Fundamental Change occurs at any time prior to maturity of the Notes, this
      Note
      will be subject to a repurchase in cash by the Issuer, at the option of the
      holder, on a Fundamental Change Repurchase Date, specified by the Issuer, that
      is not more than thirty (30) Business Days after notice thereof, at a repurchase
      price equal to 100% of the principal amount hereof, together with accrued and
      unpaid interest on this Note to, but excluding, the Fundamental Change
      Repurchase Date, if any; *provided* that if
      such Fundamental Change Repurchase Date falls after a record date and on or
      prior to the corresponding interest payment date, the accrued and unpaid
      interest shall be payable to the holder of record of this Note on the preceding
      April 15 or October 15, as the case may be instead of the holders surrendering
      the Notes for repurchase. The Notes submitted for repurchase must be $1,000
      in
      principal amount or whole multiples thereof. The Issuer shall mail to all
      holders of record of the Notes (and to beneficial owners as required by
      applicable law) a notice of a Fundamental Change and of the repurchase right
      arising as a result thereof on or before the tenth (10th) calendar day after
      the
      occurrence of such Fundamental Change. For a Note to be so redeemed at the
      option of the holder, the holder must deliver to the Paying Agent in accordance
      with the terms of the Indenture, the Repurchase Notice containing the
      information specified by the Indenture, together with such Note, duly endorsed
      for transfer, or (if the Notes are Global Notes) book-entry transfer of the
      Note, prior to 5:00 p.m., New York City time, on the Fundamental Change
      Repurchase Date.




Subject
      to the terms and conditions of the Indenture, each holder shall have the right,
      at such holder’s option, to require the Issuer to repurchase all or any portion
      of the Notes held by such holder, on November 1, 2010, November 1, 2015, and
      November 1, 2020, at a repurchase price in cash equal to 100% of the principal
      amount of this Note, together with any accrued and unpaid interest on this
      Note
      to, but excluding, the Repurchase Date *provided* if an
      interest payment date falls on or prior to the Repurchase Date, then the
      interest payable on such interest payment date shall be paid to the holders
      of
      record of the Notes on the applicable Record Date instead of the holders
      surrendering the Notes for repurchase. To exercise such right, a holder shall
      deliver to the Paying Agent the Repurchase Notice containing the information
      specified by the Indenture, together with the Note, duly endorsed for transfer,
      or (if the Notes are Global Notes) book-entry transfer of the Note, at any
      time
      from 9:00 a.m., New York City time, on the date that is twenty (20) Business
      Days prior to the applicable Repurchase Date until 5:00 p.m., New York City
      time, on the applicable Repurchase Date.




The
      Issuer may not repurchase any Notes if there has occurred and is continuing
      an
      Event of Default with respect to the Notes (other than a default in the payment
      of the repurchase price of any redeemed Notes).




Holders
      have the right to withdraw any Repurchase Notice by delivering to the Paying
      Agent a written notice of withdrawal at any time prior to 5:00 p.m., New York
      City time, on the Fundamental Change Repurchase Date or the Repurchase Date,
      as
      applicable, all as provided in the Indenture.






A-9


If
      on the
      Fundamental Change Repurchase Date or the Repurchase Date the Paying Agent
      holds
      money sufficient to pay the repurchase price of the Notes that holders have
      elected to require the Issuer to repurchase in accordance with the Indenture,
      then, on the Fundamental Change Repurchase Date or the Repurchase Date, as
      the
      case may be, such Notes will cease to be outstanding, interest will cease to
      accrue and all other rights of the holders of such Notes will terminate, other
      than the right to receive the repurchase price upon delivery or book entry
      transfer of the Note. This will be the case whether or not book entry transfer
      of the Note has been made or the Note has been delivered to the Paying
      Agent.




Subject
      to and in compliance with the provisions of the Indenture, on or prior to the
      second Trading Day immediately preceding the Maturity Date, the holder hereof
      has the right, at its option, to exchange each $1,000 principal amount of this
      Note into cash and, if applicable, shares of Common Stock, with an aggregate
      value equal to the Exchange Value as provided in the Indenture, upon surrender
      of this Note (if in certificated form) with the form entitled åExchange Noticeæ
      on the reverse hereof duly completed and manually signed, to the Issuer at
      the
      office or agency of the Issuer maintained for that purpose in the City of New
      York in accordance with the terms of the Indenture, or at the option of such
      holder, the Corporate Trust Office, together with any funds required pursuant
      to
      the terms of the Indenture, and, unless the shares issuable on exchange, if
      any,
      are to be issued in the same name as this Note, duly endorsed by, or accompanied
      by instruments of transfer in form satisfactory to the Issuer duly executed
      by,
      the holder or by such holder’s duly authorized attorney; *provided* , *however* ,
      that at
      any time prior to the close of business on the Trading Day preceding November
      1,
      2020, holders may exchange their Notes only upon the occurrence of specified
      events set forth in the Indenture. The Issuer will notify the holder thereof
      of
      any event triggering the right to exchange the Notes prior to November 1, 2020,
      as specified above in accordance with the Indenture. In order to exercise the
      exchange right with respect to any interest in a Global Note, the holder must
      complete the appropriate instruction form pursuant to the Depositary’s
      book-entry exchange program, deliver by book-entry delivery an interest in
      such
      Global Note, furnish appropriate endorsements and transfer documents if required
      by the Issuer or the Trustee or Exchange Agent, and pay the funds, if any,
      required pursuant to the terms of the Indenture.




In
      the
      event the holder surrenders this Note for exchange in connection with a
      Fundamental Change occurring prior to November 4, 2010, the Issuer will increase
      the applicable Exchange Rate by the Additional Shares as and when provided
      in
      the Indenture.




No
      adjustment in respect of interest on any Note exchanged or dividends on any
      shares issued upon exchange of such Note will be made upon any exchange except
      as set forth in the next sentence. If this Note (or portion hereof) is
      surrendered for exchange during the period from the 5:00 p.m., New York City
      time, on any applicable Record Date for the payment of interest to 5:00 p.m.,
      New York City time, on the Business Day preceding the corresponding interest
      payment date, this Note (or portion hereof being exchanged) must be accompanied
      by payment, in immediately available funds or other funds acceptable to the
      Issuer, of an amount equal to the interest otherwise payable on such interest
      payment date on the principal amount being exchanged; *provided* that no
      such payment shall be required (1) if the holder surrenders this Note for
      exchange in connection with a redemption and the Issuer has specified a
      Redemption Date that is after a Record Date and on or prior to the corresponding
      interest payment date, (2) if the holder surrenders this Note in connection
      with
      a Fundamental Change and the Issuer has specified a Fundamental Change
      Repurchase Date that is after a Record Date and on or prior to the corresponding
      interest payment date or (3) to the extent of any overdue interest, if any
      exists at the time of exchange with respect to this Note. Notwithstanding the
      foregoing, in the case of Notes submitted for exchange in connection with a
      Fundamental Change as set forth in the Indenture, such Notes shall continue
      to
      represent the right to receive the Additional Shares, if any, payable pursuant
      to the Indenture until such Additional Shares is so paid.




A-10




No
      fractional shares will be issued upon any exchange, but an adjustment and
      payment in cash will be made, as provided in the Indenture, in respect of any
      fraction of a share which would otherwise be issuable upon the surrender of
      any
      Note or Notes for exchange.




A
      Note in
      respect of which a holder is exercising its right to require repurchase may
      be
      exchanged only if such holder validly withdraws its election to exercise such
      right to require repurchase in accordance with the terms of the
      Indenture.




Upon
      surrender for registration of transfer of any Note to the Note Registrar or
      any
      co-registrar, and satisfaction of the requirements for such transfer set forth
      in the Indenture, the Issuer shall execute, and the Trustee shall authenticate
      and deliver, in the name of the designated transferee or transferees, one or
      more new Notes of any authorized denominations and of a like aggregate principal
      amount and bearing such restrictive legends as may be required by this
      Indenture. No service charge shall be made to any holder for any registration
      of, transfer or exchange of Notes, but the Issuer may require payment by the
      holder of a sum sufficient to cover any tax, assessment or other governmental
      charge that may be imposed in connection with any registration of transfer
      or
      exchange of Notes.




The
      Issuer, the Trustee, any Paying Agent, any exchange agent and any Note Registrar
      may deem the Person in whose name this Note shall be registered upon the Note
      Register to be, and may treat it as, the absolute owner of this Note (whether
      or
      not this Note shall be overdue and notwithstanding any notation of ownership
      or
      other writing thereon made by any Person other than the Issuer or any Note
      Registrar) for the purpose of receiving payment of or on account of the
      principal of, premium, if any, and interest on this Note, for exchange of this
      Note and for all other purposes; and neither the Issuer nor the Trustee nor
      any
      Paying Agent nor any exchange agent nor any Note Registrar shall be affected
      by
      any notice to the contrary. All such payments so made to any holder for the
      time
      being, or upon its order, shall be valid, and, to the extent of the sum or
      sums
      so paid, effectual to satisfy and discharge the liability for monies payable
      upon any this Note.




A-11


Except
      as
      expressly provided in Article 14 of the Indenture, no recourse for the payment
      of the principal of or any premium or interest on this Note, or for any claim
      based hereon or otherwise in respect hereof, and no recourse under or upon
      any
      obligation, covenant or agreement of the Issuer in the Indenture or any
      supplemental indenture or in any Note, or because of the creation of any
      indebtedness represented thereby, shall be had against any incorporator,
      stockholder, partner, member, manager, employee, agent, officer, director or
      subsidiary, as such, past, present or future, of the Guarantor, the Issuer
      or
      any of the Issuer’s Subsidiaries or of any successor thereto, either directly or
      through the Guarantor, the Issuer or any of the Issuer’s subsidiaries or of any
      successor thereto, whether by virtue of any constitution, statute or rule of
      law, or by the enforcement of any assessment or penalty or otherwise; it being
      expressly understood that all such liability is hereby expressly waived and
      released as a condition of, and as consideration for, the execution of the
      Indenture and the issue of this Note.




In
      addition to the rights provided to holders of Notes under the Indenture, holders
      shall have all the rights set forth in the Registration Rights Agreement dated
      as of October 28, 2005, among the Issuer, the Guarantor and the Initial
      Purchasers named therein (the "Registration Rights Agreement").




A-12


ABBREVIATIONS




The
      following abbreviations, when used in the inscription of the face of this Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations.




TEN-COM
              -
            as
                tenants in common
            UNIF
                GIFT MIN ACT -___
              Custodian
                ___TEN-ENT
                -
            as
                tenant by the entireties
            (Cust)(Minor)JT-TEN
                -
            as
                joint tenants with right of survivorship and not as tenants in
                common
            under
                Uniform Gifts to Minors Act
              ____________________________
              (State)





Additional
      abbreviations may also be used though not in the above list.







**GUARANTEE**




The
      Guarantor listed below (hereinafter referred to as the åGuarantor,æ which term
      includes any successors or assigns under the Indenture, dated the date hereof,
      among the Guarantor, the Issuer (defined below) and Wells Fargo Bank, N.A.,
      as
      trustee (the åIndentureæ), has irrevocably and unconditionally guaranteed on a
      senior basis the Guarantee Obligations (as defined in Section 14.01
      of the
      Indenture), which include (i) the due and punctual payment of the principal
      of, premium, if any, and interest and Additional Interest, if any, on the 3.625%
      Exchangeable Senior Notes due 2025 (the åNotesæ) of Essex Portfolio, L.P., a
      California limited partnership (the åIssueræ), whether at maturity, by
      acceleration, call for redemption, upon a repurchase or otherwise, the due
      and
      punctual payment of interest on the overdue principal and premium, if any,
      and
      (to the extent permitted by law) interest on any interest on the Notes, and
      the
      due and punctual performance of all other obligations of the Issuer, to the
      holders of the Notes or the Trustee all in accordance with the terms set forth
      in Article 14 of the Indenture, and (ii) in case of any extension
      of
      time of payment or renewal of any Notes or any such other obligations, that
      the
      same shall be promptly paid in full when due or performed in accordance with
      the
      terms of the extension or renewal, whether at maturity, by acceleration, call
      for redemption, upon a repurchase or otherwise.




The
      obligations of the Guarantor to the holders of the Notes and to the Trustee
      pursuant to this Guarantee and the Indenture are expressly set forth in
      Article 14 of the Indenture and reference is hereby made to such Indenture
      for the precise terms of this Guarantee.




No
      past,
      present or future director, officer, employee, incorporator or stockholder
      (direct or indirect) of the Guarantor (or any such successor entity), as such,
      shall have any liability for any obligations of the Guarantor under this
      Guarantee or the Indenture or for any claim based on, in respect of, or by
      reason of, such obligations or their creation.




The
      Guarantor hereby waives diligence, presentment, demand of payment, filing of
      claims with a court in the event of merger or bankruptcy of the Issuer, any
      right to require a proceeding first against the Issuer, the benefit of
      discussion, protest or notice with respect to the Notes and all demands
      whatsoever.




This
      is a
      continuing Guarantee and shall remain in full force and effect and shall be
      binding upon the Guarantor and its successors and assigns until full and final
      payment of all of the Issuer’s obligations under the Notes and Indenture or
      until legally discharged in accordance with the Indenture and shall inure to
      the
      benefit of the successors and assigns of the Trustee and the holders of the
      Notes, and, in the event of any transfer or assignment of rights by any holder
      of the Notes or the Trustee, the rights and privileges herein conferred upon
      that party shall automatically extend to and be vested in such transferee or
      assignee, all subject to the terms and conditions hereof. This is a Guarantee
      of
      payment and performance and not of collectibility.




This
      Guarantee shall not be valid or obligatory for any purpose until the certificate
      of authentication on the Note upon which this Guarantee is noted shall have
      been
      executed by the Trustee under the Indenture by the manual signature of one
      of
      its authorized officers.




A-14


The
      obligations of the Guarantor under this Guarantee shall be limited to the extent
      necessary to insure that it does not constitute a fraudulent conveyance under
      applicable law.




THE
      TERMS
      OF ARTICLE 14 OF THE INDENTURE ARE INCORPORATED HEREIN BY
      REFERENCE.




Capitalized
      terms used herein have the same meanings given in the Indenture unless otherwise
      indicated.




A-15


IN
      WITNESS WHEREOF, the Guarantor has caused this instrument to be duly
      executed.






Dated:
      _____________




ESSEX
                  PROPERTY TRUST, INC.By:Name:
                Title:


A-16


EXCHANGE
      NOTICE




TO:
            ESSEX
                PORTFOLIO, L.P.


WELLS
      FARGO BANK, N.A., as Trustee





The
      undersigned registered owner of this Note hereby irrevocably exercises the
      option to exchange this Note, or the portion thereof (which is $1,000 or a
      multiple thereof) below designated, into cash and, if applicable, shares of
      Common Stock of Essex Property Trust, Inc., as applicable, in accordance with
      the terms of the Indenture referred to in this Note, and directs that the
      shares, if any, issuable and deliverable upon such exchange, together with
      any
      check in payment for cash, if any, payable upon exchange or for fractional
      shares and any Notes representing any unexchanged principal amount hereof,
      be
      issued and delivered to the registered holder hereof unless a different name
      has
      been indicated below. Capitalized terms used herein but not defined shall have
      the meanings ascribed to such terms in the Indenture. If shares or any portion
      of this Note not exchanged are to be issued in the name of a person other than
      the undersigned, the undersigned will provide the appropriate information below
      and pay all transfer taxes payable with respect thereto. Any amount required
      to
      be paid by the undersigned on account of interest accompanies this
      Note.




Dated:
      ______________________







______________________________





______________________________


Signature(s)





Signature(s)
      must be guaranteed by an åeligible guarantor institutionæ meeting the
      requirements of the Note Registrar, which requirements include membership or
      participation in the Security Transfer Agent Medallion Program ("STAMP") or
      such
      other åsignature guarantee programæ as may be determined by the Note Registrar
      in addition to, or in substitution for, STAMP, all in accordance with the
      Securities Exchange Act of 1934, as amended.





______________________________


Signature
      Guarantee




A-17


Fill
      in
      the registration of shares of Common Stock, if any, if to be issued, and Notes
      if to be delivered, and the person to whom cash and payment for fractional
      shares is to be made, if to be made, other than to and in the name of the
      registered holder:







Please
      print name and address








__________________________


(Name)








______________________________


(Street
      Address)








______________________________


(City,
      State and Zip Code)







Principal
      amount to be exchanged


(if
      less
      than all):





$_____________________________





Social
      Security or Other Taxpayer


Identification
      Number:








______________________________





NOTICE:
      The signature on this Exchange Notice must correspond with the name as written
      upon the face of the Note in every particular without alteration or enlargement
      or any change whatever.


A-18


REPURCHASE
      NOTICE




TO:
            ESSEX
                PORTFOLIO, L.P.


WELLS
      FARGO BANK, N.A.





The
      undersigned registered owner of this Note hereby irrevocably acknowledges
      receipt of a notice from Essex Portfolio, L.P. (the "Issuer") regarding the
      right of holders to elect to require the Issuer to repurchase the Notes and
      requests and instructs the Issuer to repay the entire principal amount of this
      Note, or the portion thereof (which is $1,000 or an integral multiple thereof)
      below designated, in cash, in accordance with the terms of the Indenture at
      the
      price of 100% of such entire principal amount or portion thereof, together
      with
      accrued and unpaid interest to, but excluding, the Repurchase Date or the
      Fundamental Change Repurchase Date, as the case may be, to the registered holder
      hereof. Capitalized terms used herein but not defined shall have the meanings
      ascribed to such terms in the Indenture. The Notes shall be repurchased by
      the
      Issuer as of the Repurchase Date or the Fundamental Change Repurchase Date,
      as
      the case may be, pursuant to the terms and conditions specified in the
      Indenture.




NOTICE:
      The above signatures of the holder(s) hereof must correspond with the name
      as
      written upon the face of the Note in every particular without alteration or
      enlargement or any change whatever.




Note
      Certificate Number (if applicable):  ____________________________




Principal
      amount to be repurchased (if less than all, must be $1,000 or whole multiples
      thereof):  ______________________




Social
      Security or Other Taxpayer Identification Number:  ________________




Dated:
      ______________________







______________________________





______________________________


Signature(s)





Signature(s)
      must be guaranteed by an "eligible guarantor institution" meeting the
      requirements of the Note Registrar, which requirements include membership or
      participation in the Security Transfer Agent Medallion Program ("STAMP") or
      such
      other åsignature guarantee programæ as may be determined by the Note Registrar




A-19






in
      addition to, or in substitution for, STAMP, all in accordance with the
      Securities Exchange Act of 1934, as amended.








______________________________


Signature
      Guarantee





A-20


ASSIGNMENT










For
      value
      received ________________________________________ hereby sell(s) assign(s)
      and
      transfer(s) unto ___________________________________ (Please insert social
      security or other Taxpayer Identification Number of assignee) the within Note,
      and hereby irrevocably constitutes and appoints
      ______________________________________ attorney to transfer said Note on the
      books of the Issuer, with full power of substitution in the
      premises.




In
      connection with any transfer of the Note prior to the expiration of the holding
      period applicable to sales thereof under Rule 144(k) under the Securities Act
      (or any successor provision) (other than any transfer pursuant to a registration
      statement that has been declared effective under the Securities Act), the
      undersigned confirms that such Note is being transferred:




r
            To
                Essex Portfolio, L.P. or a subsidiary thereof;
                or




r
            To
                a åqualified institutional buyeræ in compliance with Rule 144A under the
                Securities Act of 1933, as amended;
                or




r
            Pursuant
                to and in compliance with Rule 144 under the Securities Act of 1933,
                as
                amended; or




r
            Pursuant
                to a Registration Statement which has been declared effective under
                the
                Securities Act of 1933, as amended, and which continues to be effective
                at
                the time of transfer.




*Unless
      one of the boxes is checked, the Trustee will refuse to register any of the
      Notes evidenced by this certificate in the name of any person other than the
      registered holder thereof* .




A-21







Dated:
      ______________________







______________________________





______________________________


Signature(s)





Signature(s)
      must be guaranteed by an åeligible guarantor institutionæ meeting the
      requirements of the Note Registrar, which requirements include membership or
      participation in the Security Transfer Agent Medallion Program (åSTAMPæ) or such
      other åsignature guarantee programæ as may be determined by the Note Registrar
      in addition to, or in substitution for, STAMP, all in accordance with the
      Securities Exchange Act of 1934, as amended.





______________________________


Signature
      Guarantee





NOTICE:
      The signature on this Assignment must correspond with the name as written upon
      the face of the Note in every particular without alteration or enlargement
      or
      any change whatever.












A-22


**EXHIBIT
      B**




FORM
      OF
      RESTRICTIVE LEGEND FOR




COMMON
      STOCK ISSUED UPON EXCHANGE 2




THE
      SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
      SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
      FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
      THEREIN, THE HOLDER:




(1)  REPRESENTS
      THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
      UNDER
      THE SECURITIES ACT AND IS PURCHASING IN COMPLIANCE WITH RULE 144A UNDER
      THE
      SECURITIES ACT;




(2)  AGREES
      THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY
      RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK
      ISSUABLE UPON EXCHANGE OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY
      SUBSIDIARY THEREOF, (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
      BY
      RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (C) PURSUANT
      TO A
      REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
      ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER;
      AND




(3)  AGREES
      THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(B) OR 2(C) ABOVE)
      A
      NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.




IN
      CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY WITHIN TWO YEARS
      (WHICH TWO-YEAR PERIOD SHALL COMMENCE FROM THE DATE OF ORIGINAL ISSUE OF THE
      NOTE UPON WHICH THE SECURITY EVIDENCED HEREBY WAS ISSUED) AFTER THE ORIGINAL
      ISSUANCE OF SUCH SECURITY (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(C) ABOVE),
      THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
      RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE
      TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER
      IS
      PURSUANT TO CLAUSE 2(B) ABOVE, THE HOLDER




2   This
          legend should be included only if the Security is a Transfer Restricted
          Security.






B-1




MUST,
      PRIOR TO SUCH TRANSFER, FURNISH TO THE TRANSFER AGENT (OR ANY SUCCESSOR TRUSTEE,
      AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
      THE
      COMPANY OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
      IS
      BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
      UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT
      TO
      CLAUSE 2(B) OR 2(C) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL
      ISSUANCE OF THE SECURITY EVIDENCED HEREBY.




B-2


ASSIGNMENT










For
      value
      received ________________________________________ hereby sell(s) assign(s)
      and
      transfer(s) unto ___________________________________ (Please insert social
      security or other Taxpayer Identification Number of assignee) ___________ shares
      of Common Stock, and hereby irrevocably constitutes and appoints
      ______________________________________ attorney to transfer said shares of
      Common Stock on the books of the Issuer, with full power of substitution in
      the
      premises.




In
      connection with any transfer of the shares of Common Stock prior to the
      expiration of the holding period applicable to sales thereof under Rule 144(k)
      under the Securities Act (or any successor provision) (other than any transfer
      pursuant to a registration statement that has been declared effective under
      the
      Securities Act), the undersigned confirms that such shares of Common Stock
      are
      being transferred:




r
            To
                Essex Portfolio, L.P. or a subsidiary thereof;
                or




r
            Pursuant
                to and in compliance with Rule 144 under the Securities Act of 1933,
                as
                amended; or




r
            Pursuant
                to a Registration Statement which has been declared effective under
                the
                Securities Act of 1933, as amended, and which continues to be effective
                at
                the time of transfer.




*Unless
      one of the boxes is checked, the Transfer Agent will refuse to register any
      of
      the shares of Common Stock evidenced by this certificate in the name of any
      person other than the registered holder thereof* .