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                                                                     Exhibit 4.5

             DEFINITIVE SUPPLEMENTAL INDENTURE #3, DTD 3/10/00


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                                                                     Exhibit 4.5


                      BRADLEY OPERATING LIMITED PARTNERSHIP

                                     ISSUER

                                       to

                        LaSALLE BANK NATIONAL ASSOCIATION

                                     TRUSTEE


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

                          Supplemental Indenture No. 3
                           Dated as of March 10, 2000

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


                                   $75,000,000

                              8.875% Notes due 2006


     SUPPLEMENTAL INDENTURE NO. 3, dated as of March 10, 2000 (the "Supplemental
Indenture"), between BRADLEY OPERATING LIMITED PARTNERSHIP, a limited
partnership organized and existing under the laws of the State of Delaware
(herein called the "Partnership"), and LaSALLE BANK NATIONAL ASSOCIATION, a
national banking association duly organized and existing under the laws of the
United States of America, as Trustee (herein called the "Trustee").

                           RECITALS OF THE PARTNERSHIP

     The Partnership has heretofore delivered to the Trustee an Indenture dated
as of November 24, 1997 (the "Senior Indenture") providing for the issuance from
time to time of Senior Debt Securities of the Partnership (the "Securities").

     Section 301 of the Senior Indenture provides for various matters with
respect to any series of Securities issued under the Senior Indenture to be
established in an indenture supplemental to the Senior Indenture.

     Section 901(7) of the Senior Indenture provides for the Partnership and the
Trustee to enter into an indenture supplemental to the Senior Indenture to
establish the form or terms of Securities of any series as provided by Sections
201 and 301 of the Senior Indenture.


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         The Board of Directors of the general partner of the Partnership has
duly adopted resolutions authorizing the Partnership to execute and deliver this
Supplemental Indenture.

         All the conditions and requirements necessary to make this Supplemental
Indenture, when duly executed and delivered, a valid and binding agreement in
accordance with its terms and for the purposes herein expressed, have been
performed and fulfilled.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                    RELATION TO SENIOR INDENTURE; DEFINITIONS

     SECTION 1.1. RELATION TO SENIOR INDENTURE. This Supplemental Indenture
constitutes an integral part of the Senior Indenture.

     SECTION 1.2. DEFINITIONS. For all purposes of this Supplemental Indenture,
except as otherwise expressly provided for or unless the context otherwise
requires:

          (1) Capitalized terms used but not defined herein shall have the
     respective meanings assigned to them in the Senior Indenture; and

          (2) All references herein to Articles and Sections, unless otherwise
     specified, refer to the corresponding Articles and Sections of this
     Supplemental Indenture.

     "Acquired Indebtedness" means Indebtedness of a Person (i) existing at the
time such Person becomes a Subsidiary, or (ii) assumed in connection with the
acquisition of assets from such Person, in each case, other than Indebtedness
incurred in connection with, or in contemplation of, such Person becoming a
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be
incurred on the date of the related acquisition of assets from any Person or the
date the acquired Person becomes a Subsidiary.

     "Annual Service Charge" for any period means the aggregate interest expense
for such period in respect of, and the amortization during such period of any
original issue discount of, Indebtedness of the Partnership and its Subsidiaries
and the amount of dividends which are payable during such period in respect of
any Disqualified Stock of the Partnership and its Subsidiaries.


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     "Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions in the City of
New York or in the City of Chicago are authorized or required by law, regulation
or executive order to close.

     "Capital Stock" means, (i) with respect to any corporation, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non- voting) of such corporation's capital stock, whether now
outstanding or issued hereafter, including, without limitation, all common stock
and any series of preferred stock, and (ii) with respect to any other Person,
any partnership interest, joint venture interest, limited liability company
member interest or other form of equity sharing or participation interest, as
applicable, and (iii) warrants, options, participations or other equivalents of
or interests (however designated) in any of the items described in clauses (i)
or (ii) above.

     "Consolidated Income Available for Debt Service" for any period means
Earnings from Operations of the Partnership and its Subsidiaries plus amounts
which have been deducted, and minus amounts which have been added, for the
following (without duplication): (i) interest on Indebtedness of the Partnership
and its Subsidiaries, (ii) provision for taxes of the Partnership and its
Subsidiaries based on income, (iii) amortization of debt discount, (iv)
provisions for gains and losses on properties and property depreciation and
amortization, (v) the effect of any noncash charge resulting from a change in
accounting principles in determining Earnings from Operations for such period,
and (vi) amortization of deferred charges.

     "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 135 South LaSalle Street, Chicago,
Illinois 60603 and, for purposes of the Place of Payment provisions of Sections
305 and 1002 of the Senior Indenture, is located at 135 South LaSalle Street,
Chicago, Illinois 60603.

     "Disqualified Stock" means, with respect to any Person, any Capital Stock
of such Person which by the terms of such Capital Stock (or by the terms of any
security into which it is convertible or for which it is exchangeable or
exercisable), upon the happening of any event or otherwise (i) matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
(other than Capital Stock which is redeemable solely in exchange for Capital
Stock which is not Disqualified Stock or the redemption price of which may, at
the option of such Person, be paid in Capital Stock which is not Disqualified
Stock), (ii) is convertible into or exchangeable or exercisable for Indebtedness
or Disqualified Stock, or (iii) is redeemable at the option of the holder
thereof, in whole or in part (other than Capital Stock which is redeemable
solely in exchange for Capital Stock which is not Disqualified Stock or the
redemption price of which may, at the option of such Person, be paid in Capital
Stock which is not Disqualified Stock), in each case on or prior to the Stated
Maturity of the Notes.

     "Earnings from Operations" for any period means net earnings excluding
gains and losses on sales of investments, extraordinary items, and net property
valuation losses, as

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reflected in the financial statements of the Partnership and its Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP.

     "Encumbrance" has the meaning specified in the definition of "Indebtedness"
set forth in this Section 1.2.

     "Indebtedness" of the Partnership or any Subsidiary means any indebtedness
of the Partnership or any Subsidiary, whether or not contingent, in respect of
(i) borrowed money or evidenced by bonds, notes, debentures or similar
instruments whether or not such indebtedness is secured by any Encumbrance
existing on any of the Partnership's properties, (ii) indebtedness for borrowed
money of a Person other than the Partnership or a Subsidiary which is secured by
any mortgage, lien, charge, pledge, or security interest of any kind existing on
property owned by the Partnership or any Subsidiary (each securing such debt, an
"Encumbrance") to the extent of the lesser of (x) the amount of indebtedness so
secured and (y) the fair market value of the property subject to such
Encumbrance, (iii) the reimbursement obligations, contingent or otherwise, in
connection with any letters of credit actually issued or amounts representing
the balance deferred and unpaid of the purchase price of any property or
services, except any such balance that constitutes an accrued expense or trade
payable, or all conditional sale obligations or obligations under any title
retention agreement, (iv) the principal amount of all obligations of the
Partnership or any Subsidiary with respect to redemption, repayment or other
repurchase of any Disqualified Stock, (v) any lease of property by the
Partnership or any Subsidiary as lessee which is reflected on the Partnership's
Consolidated Balance Sheet as a capitalized lease in accordance with GAAP, or
(vi) interest rate swaps, caps or similar agreements and foreign exchange
contracts, currency swaps or similar agreements, to the extent, in the case of
items of indebtedness under (i) through (iii) above, that any such items (other
than letters of credit) would appear as a liability on the Partnership's
Consolidated Balance sheet in accordance with GAAP, and also includes, to the
extent not otherwise included, any obligation by the Partnership or any
Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise
(other than for purposes of collection in the ordinary course of business),
Indebtedness of another Person (other than the Partnership or any Subsidiary)
(it being understood that Indebtedness shall be deemed to be incurred by the
Partnership or any Subsidiary whenever the Partnership or such Subsidiary shall
create, assume, guarantee or otherwise become liable in respect thereof).

     "Make-Whole Amount" means, in connection with any optional redemption or
accelerated payment of any Notes, the excess, if any, of (i) the aggregate
present value as of the date of such redemption or accelerated payment of each
dollar of principal being redeemed or paid and the amount of interest (exclusive
of interest accrued to the date of redemption or accelerated payment) that would
have been payable in respect of each such dollar if such redemption or
accelerated payment 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 preceding the date such notice of
redemption is given or declaration of acceleration is made) from the respective
dates on which such principal and interest would have been payable if such
redemption or accelerated payment had not been made to the date of

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redemption or accelerated payment, over (ii) the aggregate principal amount of
the Notes being redeemed or paid. For purposes of the Indenture, all references
to any "premium" on the Notes shall be deemed to refer to any Make-Whole Amount,
unless the context otherwise requires.

     "Notes" has the meaning specified in Section 2.1 hereof.

     "Redemption Price" has the meaning specified in Section 2.5 hereof.

     "Reinvestment Rate" means 0.25% (twenty-five one hundredths of one percent)
plus the arithmetic mean of the yields under the headings "This Week" and "Last
Week" published in the 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 being
redeemed or paid. 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 Release published prior to the date of determination of the
Make-Whole Amount shall be used.

     "Statistical Release" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Board of Governors
of the Federal Reserve System and which reports yields on actively traded United
States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination of the
Make-Whole Amount, then such other reasonably comparable index which shall be
designated by the Partnership.

     "Subsidiary" means (a) any corporation or other entity of which a majority
of (i) the voting power of the voting equity securities or (ii) the outstanding
equity interests of which are owned directly or indirectly, by the Partnership.
For the purposes of this definition, "voting equity securities" means equity
securities having voting power for the election of directors, whether at all
times or only so long as no senior class of security has such voting power by
reason of any contingency.

     "Total Assets" as of any date means the sum of (i) the Undepreciated Real
Estate Assets and (ii) all other assets of the Partnership and its Subsidiaries,
determined in accordance with GAAP (but excluding accounts receivable and
intangibles).

     "Total Unencumbered Assets" means the sum of (i) those Undepreciated Real
Estate Assets not subject to an Encumbrance for borrowed money and (ii) all
other assets of the Partnership and its Subsidiaries not subject to an
Encumbrance for borrowed money, determined in accordance with GAAP (but
excluding accounts receivable and intangibles).


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     "Undepreciated Real Estate Assets" as of any date means the cost (original
cost plus capital improvements) of real estate assets of the Partnership and its
Subsidiaries on such date, before depreciation and amortization, determined on a
consolidated basis in accordance with GAAP.

     "Unsecured Indebtedness" means Indebtedness which is not secured by any
Encumbrance upon any of the properties of the Partnership or any Subsidiary.

                                   ARTICLE TWO

                               THE SERIES OF NOTES

     SECTION 2.1. TITLE OF THE SECURITIES. There is hereby created under the
Senior Indenture a series of Securities designated the "8.875% Notes due 2006"
(the "Notes").

     SECTION 2.2. LIMITATIONS ON AGGREGATE PRINCIPAL AMOUNT. The aggregate
principal amount of the Notes shall be limited to $75,000,000, and, except as
provided in this Section and in Section 301 of the Senior Indenture, the
Partnership shall not execute and the Trustee shall not authenticate or deliver
Notes in excess of such aggregate principal amount.

     Nothing contained in this Section 2.2 or elsewhere in this Supplemental
Indenture, or in the Notes, is intended to or shall limit execution by the
Partnership or authentication or delivery by the Trustee of the Notes under the
circumstances contemplated in Sections 304, 305, 306, 906, 1107 and 1305 of the
Senior Indenture.

     SECTION 2.3. INTEREST AND INTEREST RATES; MATURITY DATE OF NOTES. The Notes
will bear interest at a rate of 8.875% per annum, from March 10, 2000 or from
the immediately preceding Interest Payment Date to which interest has been paid
or duly provided for, payable semi-annually in arrears on March 15 and September
15 of each year, commencing September 15, 2000 (each, an "Interest Payment
Date"), to the Person in whose name such Note is registered at the close of
business on March 1 or September 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date (each, a "Regular Record
Date"). Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months. The interest so payable on any Note which is not
punctually paid or duly provided for on any Interest Payment Date shall
forthwith cease to be payable to the Person in whose name such Note is
registered on the relevant Regular Record Date, and such defaulted interest
shall instead be payable to the Person in whose name such Note is registered on
the Special Record Date or other specified date determined in accordance with
the Senior Indenture.

     If any Interest Payment Date or Maturity falls on a day that is not a
Business Day, the required payment shall be made on the next Business Day as if
it were made on the date such

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payment was due and no interest shall accrue on the amount so payable for the
period from and after such Interest Payment Date or Maturity, as the case may
be.

     The Notes will mature on March 15, 2006.

     SECTION 2.4. LIMITATIONS ON INCURRENCE OF DEBT. For so long as any of the
Notes remain Outstanding:

          (a) The Partnership will not, and will not permit any Subsidiary to,
incur any Indebtedness if, immediately after giving effect to the incurrence of
such additional Indebtedness and the application of the proceeds thereof, the
aggregate principal amount of all outstanding Indebtedness of the Partnership
and its Subsidiaries on a consolidated basis determined in accordance with GAAP
is greater than 60% of the sum of (without duplication) (i) the Total Assets of
the Partnership and its Subsidiaries as of the end of the calendar quarter
covered in the Partnership's Annual Report on Form 10-K or Quarterly Report on
Form 10-Q, as the case may be, most recently filed with the Commission (or, if
such filing is not permitted under the Exchange Act, with the Trustee) prior to
the incurrence of such additional Indebtedness, and (ii) the purchase price of
any real estate assets or mortgages receivable acquired since the end of the
most recent calendar quarter, and (iii) the amount of any securities offering
proceeds received (to the extent such proceeds were not used to acquire real
estate assets or mortgages receivable or used to reduce Indebtedness), by the
Partnership or any Subsidiary since the end of such calendar quarter, including
those proceeds obtained in connection with the incurrence of such additional
Indebtedness, less (iv) the decrease, if any, in the Total Assets of the
Partnership and its Subsidiaries since the end of such quarter.

          (b) In addition to the limitation set forth in subsection (a) of this
Section 2.4, the Partnership will not, and will not permit any Subsidiary to,
incur any Indebtedness if the ratio of Consolidated Income Available for Debt
Service to the Annual Service Charge for the four consecutive fiscal quarters
most recently ended prior to the date on which such additional Indebtedness is
to be incurred shall have been less than 1.5:1 on a PRO FORMA basis after giving
effect thereto and to the application of the proceeds therefrom, and calculated
on the assumption that (i) such Indebtedness and any other Indebtedness incurred
by the Partnership and its Subsidiaries since the first day of such four-quarter
period and the application of the proceeds therefrom, including to refinance
other Indebtedness, had occurred at the beginning of such period; (ii) the
repayment or retirement of any other Indebtedness by the Partnership and its
Subsidiaries since the first day of such four-quarter period had been repaid or
retired at the beginning of such period (except that, in making such
computation, the amount of Indebtedness under any revolving credit facility
shall be computed based upon the average daily balance of such Indebtedness
during such period); (iii) in the case of Acquired Indebtedness or Indebtedness
incurred in connection with any acquisition since the first day of such
four-quarter period, the related acquisition had occurred as of the first day of
such period with the appropriate adjustments with respect to such acquisition
being included in such PRO FORMA calculation; and (iv) in the case of any
acquisition or disposition by the Partnership or its Subsidiaries of any asset
or group of assets since the first day of such four-quarter period,

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whether by merger, stock purchase or sale, or asset purchase or sale, such
acquisition or disposition or any related repayment of Indebtedness had occurred
as of the first day of such period with the appropriate adjustments with respect
to such acquisition or disposition being included in such PRO FORMA calculation.

          (c) In addition to the limitations set forth in subsections (a) and
(b) of this Section 2.4, the Partnership will not, and will not permit any
Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of the
property of the Partnership or any Subsidiary if, immediately after giving
effect to the incurrence of such additional Indebtedness and the application of
the proceeds thereof, the aggregate principal amount of all outstanding
Indebtedness of the Partnership and its Subsidiaries on a consolidated basis
which is secured by any Encumbrance on property of the Partnership or any
Subsidiary is greater than 40% of the sum of (without duplication) (i) the Total
Assets of the Partnership and its Subsidiaries as of the end of the calendar
quarter covered in the Partnership's Annual Report on Form 10-K or Quarterly
Report on Form 10-Q, as the case may be, most recently filed with the Commission
(or, if such filing is not permitted under the Exchange Act, with the Trustee)
prior to the incurrence of such additional Indebtedness and (ii) the purchase
price of any real estate assets or mortgages receivable acquired since the end
of the most recent calendar quarter, and (iii) the amount of any securities
offering proceeds received (to the extent that such proceeds were not used to
acquire real estate assets or mortgages receivable or used to reduce
Indebtedness), by the Partnership or any Subsidiary since the end of such
calendar quarter, including those proceeds obtained in connection with the
incurrence of such additional Indebtedness, less (iv) the decrease, if any, in
the Total Assets of the Partnership and its Subsidiaries since the end of such
quarter.

          (d) The Partnership and its Subsidiaries may not at any time own Total
Unencumbered Assets equal to less than 150% of the aggregate outstanding
principal amount of the Unsecured Indebtedness of the Partnership and its
Subsidiaries on a consolidated basis.

          (e) For purposes of this Section 2.4, Indebtedness shall be deemed to
be "incurred" by the Partnership or a Subsidiary whenever the Partnership or
such Subsidiary shall create, assume, guarantee or otherwise become liable in
respect thereof.

          (f) The covenants set forth in subsections (a), (b) and (c) of this
Section 2.4 shall not restrict the Partnership from refinancing existing
Indebtedness, provided that the outstanding principal amount of such
Indebtedness is not increased.

     SECTION 2.5. REDEMPTION.

          (a) The Notes shall be redeemable before their Stated Maturity in
accordance with this Section 2.5 and otherwise in accordance with the provisions
of Article Eleven of the Senior Indenture. In the event of any conflict between
this Section 2.5 (including the definitions of terms used herein) and Article
Eleven of the Senior Indenture (including the definitions of terms used
therein), this Section 2.5 shall control.

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          (b) The Notes may be redeemed at any time at the option and in the
sole discretion of the Partnership in whole or from time to time in part, at a
redemption price equal to the sum of (i) the principal amount of the Notes being
redeemed plus accrued interest thereon to the Redemption Date, and (ii) the
Make-Whole Amount, if any, with respect to such Notes (the "Redemption Price").

     SECTION 2.6. PLACES OF PAYMENT. The Places of Payment where the Notes may
be presented or surrendered for payment, where the Notes may be surrendered for
registration of transfer or exchange and where notices and demands to and upon
the Partnership in respect of the Notes and the Senior Indenture may be served
shall be at the Corporate Trust Office of the Trustee in The City of Chicago
which shall initially be located at 135 South LaSalle Street, Chicago, Illinois
60603.

     SECTION 2.7. METHOD OF PAYMENT. Payment of the principal of, interest on
and the Make-Whole Amount, if any, on the Notes will be made at the office or
agency of the Partnership maintained for that purpose in The City of Chicago,
Illinois (which shall initially be an office or agency of the Trustee), in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; PROVIDED, HOWEVER, that at
the option of the Partnership, payments of interest on the Notes may be made (i)
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) by wire transfer to an account
maintained by the Person entitled thereto located inside the United States.

     SECTION 2.8. CURRENCY. Principal, interest and the Make-Whole Amount, if
any, on the Notes shall be payable in Dollars.

     SECTION 2.9. REGISTERED SECURITIES: GLOBAL FORM. The Notes shall be
issuable and transferable in fully registered form as Registered Securities,
without coupons. The Notes shall each be issued in the form of one or more
permanent Global Securities. The depositary for the Notes shall be DTC. The
Notes shall not be issuable in definitive form except as provided in Section 305
of the Senior Indenture.

     SECTION 2.10. FORM OF NOTES. The Notes shall be substantially in the form
attached as Exhibit A hereto.

     SECTION 2.11. REGISTRAR AND PAYING AGENT. The Trustee shall initially serve
as Security Registrar and Paying Agent for the Notes.

     SECTION 2.12. DEFEASANCE. The provisions of Section 1402 and 1403 of the
Senior Indenture, together with the other provisions of Article Fourteen of the
Senior Indenture, shall be applicable to the Notes. The provisions of Section
1403 of the Senior Indenture shall apply to the covenants set forth in Section
2.4 of this Supplemental Indenture and to those covenants set forth in Sections
1004 to 1007, inclusive, of the Senior Indenture.

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     SECTION 2.13. EVENTS OF DEFAULT. The provisions of clause (5) of Section
501 of the Senior Indenture as applicable with respect to the Notes shall be
deemed to be amended and restated in their entirety to read as follows:

     (5) default under any bond, debenture, note, mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Partnership (or by any
Subsidiary, the repayment of which the Partnership has guaranteed or for which
the Partnership is directly responsible or liable as obligor or guarantor),
having an aggregate principal amount outstanding of at least $10,000,000,
whether such indebtedness now exists or shall hereafter be created, which
default shall have resulted in such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise have become due and
payable, without such indebtedness having been discharged, or such acceleration
having been rescinded or annulled, within a period of 10 days after there shall
have been given written notice, by registered or certified mail, to the
Partnership by the Trustee or to the Partnership and the Trustee by the Holders
of at least 10% in principal amount of the Outstanding Securities of that series
a written notice specifying such default and requiring the Partnership to cause
such indebtedness to be discharged or cause such acceleration to be rescinded or
annulled and stating that such notice is a "Notice of Default" hereunder; or

     The provisions of Section 501 of the Senior Indenture as applicable with
respect to the Notes shall be further deemed to be amended by renumbering
existing clause (8) to be clause (9) and by adding the following new clause (8):

     (8) the entry by a court of competent jurisdiction of one or more
judgments, orders or decrees against the Partnership or any of its Subsidiaries
in an aggregate amount (excluding amounts covered by insurance) in excess of
$10,000,000 and such judgements, orders or decrees remain undischarged, unstayed
and unsatisfied in an aggregate amount (excluding amounts covered by insurance)
in excess of $10,000,000 for a period of 30 consecutive days; or

     SECTION 2.14. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. The
provisions of the first paragraph of Section 502 of the Senior Indenture as
applicable with respect to the Notes shall be deemed to be amended and restated
in their entirety to read as follows:

     If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal (or, if any Securities are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
as may be specified in the terms thereof) of, and the Make-Whole Amount, if any,
on all the Securities of that series to be due and payable immediately, by a
notice in writing to the Partnership (and to the Trustee if given by the
Holders), and upon any such declaration such principal or specified portion
thereof shall become immediately due and

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payable. If an Event of Default with respect to the Securities of any series set
forth in Sections 501(6) or 501(7) of this Indenture occurs and is continuing,
then in every such case all the Securities of that series shall become
immediately due and payable, without notice to the Partnership, at the principal
amount thereof (or, if any Securities are Original Issue Discount Securities or
Indexed Securities, such portion of the principal as may be specified in the
terms thereof) plus accrued interest to the date the Securities of that series
are paid plus the Make-Whole Amount, if any, on the Securities of that series.

     SECTION 2.15. PROVISION OF FINANCIAL INFORMATION. Whether or not the
Partnership is subject to Section 13 or 15(d) of the Exchange Act, the
Partnership will, to the extent permitted under the Exchange Act, file with the
Commission the annual reports, quarterly reports and other documents which the
Partnership would have been required to file with the Commission pursuant to
such Section 13 or 15(d) if the Partnership were so subject, such documents to
be filed with the Commission on or prior to the respective dates (the "Required
Filing Dates") by which the Partnership would have been required so to file such
documents if the Partnership were so subject.

     The Partnership will also in any event (x) within 15 days of each Required
Filing Date (i) if the Partnership is not then subject to Section 13 or 15(d) of
the Exchange Act, transmit by mail to all Holders of Notes, as their names and
addresses appear in the Security Register, without cost to such Holders, copies
of the annual reports and quarterly reports that the Partnership would have been
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act if the Partnership were subject to such Sections, and (ii) file
with the Trustee copies of annual reports, quarterly reports and other documents
that the Partnership would have been required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act if the Partnership were
subject to such Sections and (y) if filing such documents by the Partnership
with the Commission is not permitted under the Exchange Act, promptly upon
written request and payment of the reasonable cost of duplication and delivery,
supply copies of such documents to any prospective Holder.

     SECTION 2.16. WAIVER OF CERTAIN COVENANTS. Notwithstanding the provisions
of Section 1009 of the Senior Indenture, the Partnership may omit to comply with
any term, provision or condition set forth in Sections 1004 to 1007, inclusive,
of the Senior Indenture, with Sections 2.4 and 2.15 of this Supplemental
Indenture and with any other term, provision or condition with respect to the
Notes (except any such term, provision or condition which could not be amended
without the consent of all Holders of the Notes or such series thereof, as
applicable), if before or after the time for such compliance the Holders of at
least a majority in principal amount of all outstanding Notes or such series
thereof, as applicable, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such covenant or condition.
Except to the extent so expressly waived, and until such waiver shall become
effective, the obligations of the Partnership and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

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                                  ARTICLE THREE

                            MISCELLANEOUS PROVISIONS

     SECTION 3.1. RATIFICATION OF SENIOR INDENTURE. Except as expressly modified
or amended hereby, the Senior Indenture continues in full force and effect and
is in all respects confirmed and preserved.

     SECTION 3.2. GOVERNING LAW. This Supplemental Indenture and each Note shall
be governed by the construed in accordance with the laws of the State of New
York. This Supplemental Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended and shall, to the extent applicable, be
governed by such provisions.

     SECTION 3.3. COUNTERPARTS. This Supplemental Indenture may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

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

                                     BRADLEY OPERATING LIMITED
                                   PARTNERSHIP


                                     By:    BRADLEY REAL ESTATE, INC., its
                                            general partner


                                            By:   /s/ Irving E. Lingo, Jr.
                                                  ------------------------------
                                                  Name: Irving E. Lingo, Jr.
                                                  Title: Chief Financial Officer

Attest:   /s/ Marianne Dunn
          ------------------------------
          Name: Marianne Dunn
          Title: Secretary


                                     LaSALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee


                                     By:    /s/ Wayne M. Evans
                                            ------------------
                                            Name: Wayne M. Evans
                                            Title: First Vice President

Attest:   /s/ Margaret M. Muir
          ------------------------------
          Name: Margaret M. Muir
          Title: Assistant Secretary


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                                                                    Exhibit A to
                                                    Supplemental Indenture No. 3

     UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS
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, SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

                      BRADLEY OPERATING LIMITED PARTNERSHIP

                              8.875% Note Due 2006

Registered No. 001                                              PRINCIPAL AMOUNT
CUSIP NO. 104573 AE 0                                            --$75,000,000--

     BRADLEY OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership
(herein referred to as the "Partnership" which term includes any successor
entity under the Indenture referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, upon presentation, the principal sum
of SEVENTY FIVE MILLION AND NO/100 DOLLARS on March 15, 2006 (the "Stated
Maturity Date") and to pay interest thereon from March 10, 2000 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on March 15 and September 15 in each year (each, an "Interest
Payment Date"), commencing September 15, 2000, at the rate of 8.875% per annum,
until the principal hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Holder in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the March
1 or September 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date at the office or agency of the Partnership
maintained for such purpose; PROVIDED, HOWEVER, that such interest may be paid,
at the Partnership's option, by mailing a check to such Holder at its registered
address or by transfer of funds to an account maintained by such Holder within
the United States. Any such interest

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not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date, and may be paid to the Holder in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

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

     Interest payable on this Security on any Interest Payment Date and on the
Stated Maturity Date or Redemption Date, as the case may be, will include
interest accrued from and including the next preceding Interest Payment Date in
respect of which interest has been paid or duly provided for (or from and
including March 10, 2000, if no interest has been paid on this Security) to but
excluding such Interest Payment Date or the Stated Maturity Date or Redemption
Date, as the case may be. If any Interest Payment Date or the Stated Maturity
Date or Redemption Date falls on a day that is not a Business Day, as defined
below, principal, premium or Make-Whole Amount, if any, and/or interest payable
with respect to such Interest Payment Date or Stated Maturity Date or Redemption
Date, as the case may be, will be paid on the next succeeding Business Day with
the same force and effect as if it were paid on the date such payment was due,
and no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date or Stated Maturity Date or Redemption Date, as
the case may be. "Business Day" means any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions in the
City of New York or in the City of Chicago are authorized or required by law,
regulation or executive order to close.

     All payments of principal, premium or Make-Whole Amount, if any, and
interest in respect of this Security will be made by the Partnership in
immediately available funds.

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

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

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

Dated: March     , 2000

                                        BRADLEY OPERATING LIMITED
                                        PARTNERSHIP

                                        By:      BRADLEY REAL ESTATE, INC., as
                                                 general partner


                                                 By:
                                                    ---------------------------
                                                      Name:
                                                      Title:



Attest:
       ----------------------------
          Name:
          Title:



TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

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

Dated: March     , 2000

                                        LaSALLE BANK NATIONAL ASSOCIATION


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


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                              [Reverse of Security]

                      BRADLEY OPERATING LIMITED PARTNERSHIP

     This Security is one of a duly authorized issue of securities of the
Partnership (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of November 24, 1997, as supplemented
by Supplemental Indenture No. 3, dated as of March 10, 2000 (as so supplemented,
herein called the "Indenture") between the Partnership and LaSalle Bank National
Association, as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture with respect to the series of which this
Security is a part), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Partnership, the Trustee and
the Holders of the Securities, and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one of the duly
authorized series of Securities designated on the face hereof (collectively, the
"Securities"), and the aggregate principal amount of the Securities to be issued
under such series is initially limited to $75,000,000 (except for Securities
authenticated and delivered upon transfer of, or in exchange for, or in lieu of
other Securities). All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

     If an Event of Default, as defined in the Indenture, with respect to the
Securities of this series, shall occur and be continuing, the principal of and
the Make-Whole Amount, if any, on the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.

     The Securities are subject to redemption at any time at the option and in
the sole discretion of the Partnership in whole or from time to time in part, at
a redemption price equal to the sum of (i) the principal amount of the Notes
being redeemed plus accrued interest thereon to the Redemption Date and (ii) the
Make-Whole Amount, if any, with respect to such Notes; PROVIDED, HOWEVER, that
installments of interest on this Security whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holder of this Security, or one
or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.

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

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


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

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

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

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

     The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.

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

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     Prior to due presentment of this Security for registration of transfer, the
Partnership, the Trustee and any agent of the Partnership or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Partnership, the Trustee nor any such agent shall be affected by notice to the
contrary.

     No recourse shall be had for the payment of the principal of or premium or
Make-Whole Amount, if any, or the interest on this Security, or for any claim
based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any past, present or
future stockholder, employee, officer or director, as such, of the Partnership
or of any successor, either directly or through the Partnership or any
successor, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

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

     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Partnership has caused "CUSIP" numbers
to be printed on the Securities of this series as a convenience to the Holders
of such Securities. No representation is made as to the correctness or accuracy
of such CUSIP numbers as printed on the Securities, and reliance may be placed
only on the other identification numbers printed hereon.



                                       A-6

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                                 ASSIGNMENT FORM

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


(Please Print or Type Name and Address Including Zip Code of Assignee)

the within Security of Bradley Operating Limited Partnership and hereby does
irrevocably constitute and appoint _______________________ Attorney to transfer
said security on the books of the within-named Partnership with full power of
substitution in the premises.

                                                                               .
(Please Insert Social Security or Other Identifying Number of Assignee)

Dated:_______________


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

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


                               SIGNATURE GUARANTEE

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the LaSalle Bank National Association, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program ("STAMP") or such other "signature guarantee program" as may
be determined by the LaSalle Bank National Association in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.

     NOTICE: The signature to this assignment must correspond with the name as
it appears on the first page of the within Security in every particular, without
alteration or enlargement of any change whatever.





                                       A-7