ex4-5




[FACE OF NOTE]




EOP OPERATING LIMITED PARTNERSHIP




7.000% NOTE DUE JULY 15, 2011




	 	 	 
	No. 002		
Principal Amount
	
	
	
	

	CUSIP No. 268766 BU5		
U.S. $500,000,000
	
	
	
	

	Common Code No. 013285527
	
	
	
	

	ISIN No. US 268766BU59



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


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


      THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM
DENOMINATIONS OF U.S. $1,000 AND INTEGRAL MULTIPLES THEREOF.


      EOP Operating Limited Partnership, a Delaware limited partnership (the
“Issuer,” which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., as
nominee of The Depository Trust Company, or registered assigns, the principal
sum of Five Hundred Million Dollars ($500,000,000) on July 15, 2011 (the
“Stated Maturity Date”) or any Redemption Date, as defined on the reverse
hereof, or any earlier date of acceleration of maturity (each such date being
referred to as the “Maturity Date” with respect to the principal repayable on
such date) and to pay interest thereon from July 18, 2001 (or from the most
recent Interest Payment Date (as defined below) to which interest has been paid
or duly provided for), semiannually in arrears on January 15 and July 15 of
each year, commencing January 15, 2002 (each, an “Interest Payment Date”), and
on the Maturity Date, at a rate of 7.000% per annum, until payment of said
principal sum has been made or duly provided for. Interest on this Note will
be computed on the basis of a 360-day year of twelve 30-day months.

 









      The interest so payable and punctually paid or duly provided for on an
Interest Payment Date will, subject to certain exceptions described below, be
paid to the Holder in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the “Regular Record Date” for such
payment, which will be January 1 or July 1 (regardless of whether such day is a
Business Day (as defined below)) next preceding such Interest Payment Date.
Any interest not so punctually paid or duly provided for on an Interest Payment
Date (“Defaulted Interest”) shall forthwith cease to be payable to the Holder
on such Regular Record Date, and shall be paid to the Holder in whose name this
Note (or one or more predecessor Notes) is registered at the close of business
on a special record date (the “Special Record Date”) for the payment of such
Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice
whereof shall be given to the Holder of this Note by the Trustee not less than
10 calendar days prior to such Special Record Date or may be paid at any time
in any other lawful manner, all as more fully provided for in the Indenture.


      The principal of and Make-Whole Amount (as defined below), if any, with
respect to this Note payable on the Maturity Date will be paid against
presentation and surrender of this Note at the office or agency of the Issuer
maintained for that purpose in New York, New York. The Issuer hereby initially
designates the Corporate Trust Office of the Trustee in New York, New York as
the office to be maintained by it where this Note may be presented for payment,
registration of transfer or exchange and where notices or demands to or upon
the Issuer or Equity Office Properties Trust, as guarantor of the Notes
(“Equity Office,” which term includes any successor under the Indenture) in
respect of this Note or the Indenture may be served.


      Notwithstanding anything contained in the Indenture to the contrary,
“Make-Whole Amount” and “Reinvestment Rate” as used with respect to this Note
shall have the following meanings:


      “Make-Whole Amount” means, in connection with any optional redemption of
any Notes, the excess, if any, of: (i) the aggregate present value as of the
date of such redemption of each dollar of principal of the Notes being redeemed
and the amount of interest (exclusive of interest accrued to the date of
redemption) that would have been payable in respect of each such dollar if such
redemption had not been made, determined by discounting, on a semi-annual
basis, such principal and interest at the Reinvestment Rate (determined on the
third Business Day (as defined below) preceding the date notice of such
redemption is given) from the respective dates on which such principal and
interest would have been payable if such redemption had not been made, to the
date of redemption, over (ii) the aggregate principal amount of the Notes being
redeemed.


      “Reinvestment Rate” means .25% plus the arithmetic mean of the yields
under the heading “Week Ending” published in the most recent Statistical
Release under the caption “Treasury Constant Maturities” for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity,
as of the payment date of the principal amount of the Notes being redeemed. If
no maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the
purposes of calculating the Reinvestment Rate, the most recent Statistical

2









Release published prior to the date of determination of the Make-Whole Amount
shall be used. If the format or content of the Statistical Release changes in
a manner that precludes determination of the Treasury yield in the above
manner, then the Treasury yield shall be determined in the manner that most
closely approximates the above manner, as reasonably determined by the Issuer.


      Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued
during the applicable Interest Period (as defined below).


      An “Interest Period” is each period from and including the immediately
preceding Interest Payment Date (or from and including July 18, 2001 in the
case of the initial Interest Period) to but excluding the applicable Interest
Payment Date or the Maturity Date, as the case may be. If any Interest Payment
Date or Maturity Date falls on a day that is not a Business Day, principal,
Make-Whole Amount, if any, and interest payable on such date will be paid on
the succeeding Business Day with the same force and effect as if it were paid
on the date such payment was due, and no interest will accrue on the amount so
payable for the period from and after such date to such succeeding Business
Day. “Business Day” means any day, other than a Saturday or a Sunday, on which
banking institutions in New York, New York are not required or authorized by
law or executive order to close.


      Payments of principal, Make-Whole Amount, if any, and interest in respect
of this Note will be made by U.S. dollar check or by wire transfer (such a wire
transfer is required to be made to a Holder of an aggregate principal amount of
Notes in excess of U.S. $10,000,000, and only if such Holder shall have
furnished wire instructions in writing to the Trustee no later than 15 days
prior to the relevant payment date and acknowledged that a wire transfer fee
shall be payable) of immediately available funds in such coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.


      Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place. Capitalized terms used herein,
including on the reverse hereof, and not defined herein or on the reverse
hereof shall have the respective meanings given to such terms in the Indenture.


      This Note shall not be entitled to the benefits of the Indenture or the
Guarantee of Equity Office or be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee.

3









      IN WITNESS WHEREOF, each of the Issuer and Equity Office has caused this
Note to be signed manually or by facsimile by an authorized signatory.



	 	 	 
	Dated: July 18, 2001		
EOP OPERATING LIMITED PARTNERSHIP,
	
	
	
	

			
as Issuer





	 	 	 	 	 
	Attest:		
By:
		EQUITY OFFICE PROPERTIES TRUST, not
	
	
	
	

			
		individually but as General Partner





	 	 	 	 	 	 	 
	By:		/s/ ROBIN MARIELLA

______________________
	
	
	
	

			
Robin Mariella
		By:
		/s/ RICHARD D. KINCAID
______________________________
	
	
	
	

			
Assistant Secretary
		
		Richard D. Kincaid
	
	
	
	

			
		
		Executive Vice President and Chief
	
	
	
	

			
		
		Financial Officer






	 	EQUITY OFFICE PROPERTIES TRUST, 
as Guarantor






	 	 	 	 
		By:		/s/ STANLEY M. STEVENS

______________________________
	
	
	
	

				
Stanley M. Stevens
	
	
	
	

				
Executive Vice President, Chief Legal
	
	
	
	

				
Counsel and Secretary




TRUSTEE’S CERTIFICATE OF AUTHENTICATION


This is one of the Notes of the series designated herein referred to in the
within-mentioned Indenture.



	 	 	 
	Dated: July 18, 2001		
U.S. BANK TRUST NATIONAL ASSOCIATION,
	
	
	
	

			
as Trustee





	 	 	 	 
		By:		/s/ PATRICK CROWLEY

______________________________________

Authorized Officer



4










[REVERSE OF NOTE]




EOP OPERATING LIMITED PARTNERSHIP




7.000% NOTE DUE JULY 15, 2011



      This Note is one of a duly authorized issue of senior debt securities of
the Issuer (hereinafter called the “Debt Securities”) of the series herein
specified, all issued or to be issued under and pursuant to an Indenture dated
as of August 29, 2000, as supplemented by the First Supplemental Indenture,
dated as of June 18, 2001 (as supplemented, the “Indenture”), duly executed and
delivered by the Issuer and Equity Office to U.S. Bank Trust National
Association, as Trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture with respect to the series of Debt
Securities of which this Note is a part), 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, Equity Office and the Holders of the Notes, and of the
terms upon which the Notes are, and are to be, authenticated and delivered.
The Debt Securities may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest (if any) at different rates, may be subject to
different redemption provisions (if any), and may otherwise vary as provided in
the Indenture. This Note is one of the outstanding Debt Securities of a series
designated as the “7.000% Notes due July 15, 2011” of the Issuer (the “Notes”),
limited in aggregate principal amount to U.S. $1,100,000,000, subject to the
provisions in the Indenture, and is a Guaranteed Security within the meaning
of, and subject to the provisions applicable to Equity Office as Guarantor
thereof contained in, the Indenture.


      In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal hereof and Make-Whole Amount (if any) may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect, and subject to the conditions provided in the
Indenture.


      The Issuer may redeem this Note, at any time in whole or from time to time
in part, at the election of the Issuer, at a redemption price equal to the sum
of (i) 100% of the aggregate principal amount being redeemed, (ii) accrued but
unpaid interest thereon to the date fixed for redemption (the “Redemption
Date”) and (iii) a premium equal to the Make-Whole Amount, if any, with respect
thereto (collectively, the “Non-Tax Redemption Price”); provided, however, that
interest installments due on an Interest Payment Date which is on or prior to
the Redemption Date will be payable to the Holder hereof (or one or more
predecessor Notes) as of the close of business on the Record Date preceding
such Interest Payment Date.


      In addition, the Issuer may, at its option, redeem the Notes, in whole
only, in the circumstances described in items (1) or (2) below at a redemption
price (the “Tax Redemption Price,” and together with the Non-Tax Redemption
Price, the “Redemption Price”) equal to 100% of the principal amount of such
Notes, together with accrued but unpaid interest to the Redemption Date.
Holders shall be given not less than 30 days nor more than 60 days prior notice
by the Trustee of the date fixed for such redemption in accordance with the
provisions of

5









the Indenture. In the event of a redemption of the Notes pursuant to (1) or
(2) below, neither the Issuer nor Equity Office, as the case may be, will be
required to pay the Make-Whole Amount.



	 	 	 	 
		(1)		
The Issuer may redeem the Notes, at its option, if:






	 	•	 	the Issuer or Equity Office becomes obligated or
will become obligated to pay Additional Amounts (as defined
below);
	 	•	 	the obligation to pay Additional Amounts arises
as a result of any change in the laws, regulations or rulings
of the United States, or an official position (including a
court decision or administrative ruling or notice) regarding
the application or interpretation of such laws, regulations or
rulings, which change is announced or becomes effective on or
after July 11, 2001; and
	 	•	 	the Issuer determines, in its sole discretion,
that the obligation to pay such Additional Amounts might not
be avoided by the use of other reasonable measures (in the
sole discretion of the Issuer) available to it, other than
substituting the obligor under the Notes or taking any action
that would entail an additional cost to the Issuer or Equity
Office.





	 	 	 	 
		(2)		
The Issuer may also redeem the Notes, at its option, if:




	 	•	 	any act (including, but not limited to any change
in the laws, regulations or rulings of the United States, or
an official position (including a court decision or
administrative ruling or notice) regarding the application or
interpretation of such laws, regulations or rulings,) is taken
by a taxing authority of the United States on or after July
11, 2001, whether or not such act is taken in relation to the
Issuer or any affiliate thereof, that renders it probable that
the Issuer or Equity Office will be required or may be
required to pay Additional Amounts;
	 	•	 	the Issuer determines, in its sole discretion,
that the obligation to pay such Additional Amounts might not
be avoided by the use of other reasonable measures (in the
sole discretion of the Issuer) available to it, other than
substituting the obligor under the Notes or taking any action
that would entail an additional cost to the Issuer or Equity
Office; and
	 	•	 	the Issuer receives an opinion of independent
counsel to the effect that an act taken by a taxing authority
of the United States renders it probable that the Issuer or
Equity Office will be required or may be required to pay
Additional Amounts, and delivers to the Trustee a certificate,
signed by a duly authorized officer, stating that based on
such opinion the Issuer is entitled to redeem the Notes
pursuant to their terms.



      If notice has been given as provided in the Indenture and funds for the
redemption of this Note or any part thereof called for redemption shall have
been made available on the Redemption Date, this Note or such part thereof will
cease to bear interest on the Redemption Date referred to in such notice and
the only right of the Holder will be to receive payment of the Redemption
Price. Notice of any optional redemption of any Notes will be given to the
Holder

6









hereof (in accordance with the provisions of the Indenture), not more than 60
nor less than 30 days prior to the Redemption Date. In addition, so long as
the Notes are listed on the Luxembourg Stock Exchange, notices of redemption
will also be made by publication in an authorized newspaper in Luxembourg. Any
such notice shall be deemed to have been given on the date of publication or,
if published more than once, on the date of first publication. In the event of
redemption of this Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms and provisions as
this Note shall be issued by the Issuer (and executed by Equity Office as
Guarantor) in the name of the Holder hereof upon the presentation and surrender
hereof.


      The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.


      The Indenture contains provisions permitting the Issuer, Equity Office and
the Trustee, with the consent of the Holders of not less than a majority of the
aggregate principal amount of the Debt Securities at the time Outstanding of
all series to be affected (voting as one class), evidenced as provided in the
Indenture, 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 Debt Securities of each series; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Debt
Security at the time Outstanding so affected, (i) change the final maturity of
any Debt Security, or reduce the principal amount thereof or any premium or
Make-Whole Amount thereon, if any, or reduce the rate or extend the time of
payment of any interest thereon, or impair or affect the rights of any Holder
to institute suit for the payment on any Debt Security, or (ii) reduce the
percentage in principal amount of Outstanding Debt Securities the Holders of
which are required to consent to any such supplemental indenture, or (iii)
reduce the percentage in principal amount of Outstanding Debt Securities the
Holders of which are required to consent to any waiver of compliance with
certain provisions of the Indenture or any waiver of certain defaults
thereunder, or (iv) modify Equity Office’s Guarantee, if any, of the Debt
Securities. It is also provided in the Indenture that, with respect to certain
defaults or Events of Default regarding the Debt Securities of any series, the
Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of such series (or, in the case of certain defaults or Events of
Default, all series of Outstanding Debt Securities) may on behalf of the
Holders of all the Debt Securities of such series (or all of the Debt
Securities, as the case may be) waive any such past default or Event of Default
and its consequences, prior to any declaration accelerating the maturity of
such Debt Securities, or, subject to certain conditions, may rescind a
declaration of acceleration and its consequences with respect to such Debt
Securities. The preceding sentence shall not, however, apply to a default in
or Event of Default relating to the payment of the principal of or premium or
Make-Whole Amount, if any, or interest on any of the Debt Securities or in
respect of a covenant or provision contained in the Indenture that cannot be
modified or amended without the consent of the Holders of each Debt Security at
the time Outstanding affected thereby. Any such consent or waiver by the
Holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Note and any Notes that may be issued in exchange or substitution
herefor, irrespective of whether or not any notation thereof is made upon this
Note or such other Notes.

7









      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any Make-Whole Amount
and interest on this Note in the manner, at the respective times, at the rate
and in the coin or currency herein prescribed or alter or impair the
obligations of Equity Office in respect of its unconditional guarantee of the
aforementioned payments.


      This Note is issuable only in registered form without coupons in
denominations of U.S. $1,000 and integral multiples thereof. Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized
denominations at the office or agency of the Issuer in New York, New York in
the manner and subject to the limitations provided herein and in the Indenture,
but without the payment of any service charge except for any tax or other
governmental charge imposed in connection therewith.


      Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in New York, New York, one or more new Notes of
authorized denominations in an equal aggregate principal amount will be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Indenture, but without the payment of any service charge except for any tax
or other governmental charge imposed in connection therewith.


      This Note is not subject to a sinking fund requirement.


      No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or any Note, or because of any indebtedness evidenced hereby
or thereby (including, without limitation, any obligation or indebtedness
relating to the principal of, or premium or Make-Whole Amount, if any, interest
or any other amounts due, or claimed to be due, on this Note), or for any claim
based thereon or otherwise in respect thereof, shall be had (i) against any
partner other than Equity Office, as Guarantor, or any Person which owns an
interest, directly or indirectly, in any partner, in the Issuer, or (ii)
against any promoter, as such, or against any past, present or future
shareholder, officer, trustee or partner, as such, of the Issuer or Equity
Office or any successor, either directly or through the Issuer or Equity Office
or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.


      Prior to due presentation of this Note for registration of transfer, the
Issuer, Equity Office, the Trustee, and any authorized agent of the Issuer or
the Trustee may deem and treat the Person in whose name this Note is registered
as the absolute owner of the Note (whether or not this Note shall be overdue
and notwithstanding any notation of ownership or other writing hereon) for the
purpose of receiving payment of, or on account of, the principal hereof and
Make-Whole Amount, if any, and subject to the provisions herein and on the face
hereof, interest hereon, and for all other purposes, and none of the Issuer,
Equity Office or the Trustee nor any authorized agent of the Issuer, Equity
Office or the Trustee shall be affected by any notice to the contrary, except
as required by law.


      The Issuer or Equity Office, with respect to the Guarantee, will pay
additional amounts (“Additional Amounts”) to the Holder of any Note that is a
non-U.S. holder (as defined below) in

8









order to ensure that every “net payment” on such Note will not be less, due to
payment of U.S. withholding tax, than the amount then due and payable, subject
to the exceptions and limitations described below. For this purpose, a “net
payment” on a Note means a payment by the Issuer, Equity Office or a paying
agent, including payment of principal, interest and Make-Whole Amount, if any,
after deduction for any present or future tax, assessment or other governmental
charge of the United States. Additional Amounts will constitute additional
interest on the Notes.


      Neither the Issuer nor Equity Office will be required to pay Additional
Amounts, however, in any of the circumstances described, as determined for U.S.
federal income tax purposes, in items (1) through (14) below.



	 	 	 	 
		(1)		
Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other governmental
charge that would not have been imposed but for a beneficial owner
thereof:





	 	•	 	having a relationship with the United States as a
citizen, resident or otherwise;
	 	•	 	having had such a relationship in the past; or
	 	•	 	being considered as having had such a relationship.





	 	 	 	 
		(2)		
Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other governmental
charge that would not have been imposed but for a beneficial owner
thereof:





	 	•	 	being treated as present in or engaged in a trade
or business in the United States;
	 	•	 	being treated as having been present in or
engaged in a trade or business in the United States in the
past; or
	 	•	 	having or having had a permanent establishment in
the United States.





	 	 	 	 
		(3)		
Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other governmental
charge that would not have been imposed but for a beneficial owner
thereof being or having been a:





	 	•	 	personal holding company;
	 	•	 	foreign personal holding company;
	 	•	 	foreign private foundation or other foreign tax-exempt organization;
	 	•	 	passive foreign investment company;
	 	•	 	controlled foreign corporation; or
	 	•	 	corporation which has accumulated earnings to avoid United States federal income tax.





	 	 	 	 
		(4)		
Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other governmental
charge that would not have been imposed but for a beneficial owner
thereof owning or having owned, actually or constructively, 10
percent or more of the capital or profits interest in



9









	 	 	 	 
	
	
	
	

				
the Issuer or 10 percent or more of the total combined voting power
of all classes of shares of beneficial interest of Equity Office
entitled to vote.
	 
		(5)		
Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other governmental
charge that would not have been imposed but for a beneficial owner
thereof being or having been a bank extending credit pursuant to a
loan agreement entered into in the ordinary course of its trade or
business.




      For purposes of items (1) through (5) above, “beneficial owner” means a
fiduciary, settlor, beneficiary, member or shareholder of the Holder if the
Holder is an estate, trust, partnership, limited liability company, corporation
or other entity, or a person holding a power over an estate or trust
administered by a fiduciary holder.



	 	 	 	 
		(6)		
Additional Amounts will not be payable to any beneficial owner of a Note that is a:





	 	•	 	fiduciary;
	 	•	 	partnership;
	 	•	 	limited liability company that is treated as a
partnership or disregarded for U.S. federal income tax
purposes; or
	 	•	 	other fiscally transparent entity





	 	 	 	 
				
or that is not the sole beneficial owner of such Note, or any
portion of such Note. However, this exception to the obligation to
pay Additional Amounts will apply only to the extent that a
beneficiary or settlor in relation to the fiduciary, or a
beneficial owner or member of the partnership, limited liability
company or other fiscally transparent entity, would not have been
entitled to the payment of an Additional Amount had the
beneficiary, settlor, beneficial owner or member received directly
its beneficial or distributive share of the payment.
	 
		(7)		
Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other governmental
charge that would not have been imposed but for the failure of a
beneficial owner thereof or any other person to comply in a timely
manner with applicable certification, identification, documentation
or other information reporting requirements, including, but not
limited to, the Internal Revenue Service Forms W-8BEN or W-8ECI,
under the U.S. tax laws and regulations.
	 
		(8)		
Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other governmental
charge that is collected or imposed by any method other than by
withholding from a payment with respect to such Note by the Issuer,
Equity Office or a paying agent.
	 
		(9)		
Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other governmental
charge that would not have



10









	 	 	 	 
	
	
	
	

				
been imposed but for a change in law, regulation, or administrative
or judicial interpretation that becomes effective more than 15 days
after the payment becomes due or is duly provided for, whichever
occurs later.
	 
		(10)		
Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other governmental
charge that would not have been imposed but for the presentation by
a beneficial owner thereof for payment more than 15 days after the
date on which such payment becomes due or is duly provided for,
whichever occurs later.
	 
		(11)		
Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any:





	 	•	 	estate tax;
	 	•	 	inheritance tax;
	 	•	 	gift tax;
	 	•	 	sales or use tax;
	 	•	 	excise tax;
	 	•	 	transfer tax;
	 	•	 	interest equalization or similar tax;
	 	•	 	wealth tax;
	 	•	 	personal property tax; or
	 	•	 	any similar tax, assessment or other governmental charge.





	 	 	 	 
		(12)		
Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment, or other governmental
charge required to be withheld by any paying agent of the Issuer or
Equity Office, as overall, from a payment of principal, Make-Whole
Amount, interest or any redemption price on such Note if such
payment could have been made without such withholding by any other
paying agent.
	 
		(13)		
Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any tax, assessment or other governmental
charge that is required to be made pursuant to any European Union
directive on the taxation of savings income or any law implementing
or complying with, or introduced to conform to, any such directive.
	 
		(14)		
Additional Amounts will not be payable if a payment on a Note
is reduced as a result of any combination of items (1) through (13)
above.




      Except as specifically provided herein, neither the Issuer nor Equity
Office will be required to make any payment of any tax, assessment or other
governmental charge imposed by any government or a political subdivision or
taxing authority of such government.


      As used in this Note, “non-U.S. holder” means the beneficial owner of a
Note who or which is, as determined for U.S. federal income tax purposes, a
person other than:

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	 	•	 	an individual citizen or resident of the United States;
	 	•	 	a corporation or partnership (or other entity treated as a
corporation or partnership for U.S. federal income tax purposes)
created or organized in or under the laws of the United States, any
state thereof or the District of Columbia (except as may otherwise
be provided by applicable U.S. Department of the Treasury
regulations);
	 	•	 	an estate, the income of which is subject to U.S. federal
income taxation regardless of the source of that income; or
	 	•	 	a trust, if, in general, a U.S. court is able to exercise
primary supervision over the trust’s administration and one or more
U.S. persons (within the meaning of the Internal Revenue Code of
1986, as amended) has the authority to control all of the trust’s
substantial decisions.



      So long as the Notes are listed on the Luxembourg Stock Exchange, notices
will be made by publication in an authorized newspaper in Luxembourg. Any such
notice shall be deemed to have been given on the date of publication or, if
published more than once, on the date of first publication.


      In the event definitive Notes are issued and so long as the Notes are
listed on the Luxembourg Stock Exchange, Holders of definitive Notes will also
be able to receive payments of principal, Make-Whole Amount, if any, and
interest on their Notes at the Issuer’s paying agent in Luxembourg. Payment of
principal of, or Make-Whole Amount, if any, on a definitive Note may be made
only against surrender of the Note to one of the Issuer’s paying agents. As
long as the Notes are listed on the Luxembourg Stock Exchange, the Issuer will
maintain a paying agent and transfer agent in Luxembourg. Any change in the
Luxembourg paying agent and transfer agent will be published in Luxembourg.


      In the event definitive Notes are issued, Holders of definitive Notes will
be able to transfer their Notes, in whole or in part, by surrendering the Notes
for registration of transfer at the office of the Trustee and at the office of
the paying agent in Luxembourg, duly endorsed by or accompanied by a written
instrument of transfer in form satisfactory to the Issuer and the securities
registrar. A form of such instrument of transfer will be obtainable at the
office of the Trustee and the Luxembourg paying agent.


      The Indenture, this Note and the Guarantee shall be governed by and
construed in accordance with the law of the State of New York, United States of
America without regard to the principles of conflicts of laws.


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ASSIGNMENT FORM AND CERTIFICATE OF TRANSFER


            To assign this Note fill in the form below:


            (I) or (we) assign and transfer this Note to





(Insert assignee’s social security or tax identification number, if any)












(Print or type assignee’s name, address and zip code)



            Your signature: _______________________________________________________________________


             
               
               
     (Sign exactly as your name appears on the other side of this Note)


            Date: __________________________________


            Signature Guarantee:*______________________












	*	 	Signature must be guaranteed by a commercial bank, trust company or member
firm of a major stock exchange.



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