<PAGE>
                                                                     Exhibit 4.1

                                                                  Execution Copy






                               Vornado Realty L.P.

                                       To

                              The Bank of New York
                                     Trustee

                                    INDENTURE


                            Dated as of June 24, 2002




                             SENIOR DEBT SECURITIES


<PAGE>

             CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS
               310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE
                                  ACT OF 1939:
<TABLE>
<CAPTION>
       TRUST INDENTURE
         ACT SECTION                                                              INDENTURE SECTION
<S>                                                                               <C>
Section 310   (a)(1)       .....................................................    609
              (a)(2)       .....................................................    609
              (a)(3)       .....................................................    Not Applicable
              (a)(4)       .....................................................    Not Applicable
              (b)          .....................................................    608
                                                                                    610
Section 311   (a)          .....................................................    613
              (b)          .....................................................    613
Section 312   (a)          .....................................................    701
                                                                                    702
              (b)          .....................................................    702
              (c)          .....................................................    702
Section 313   (a)          .....................................................    703
              (b)          .....................................................    703
              (c)          .....................................................    703
              (d)          .....................................................    703
Section 314   (a)          .....................................................    704
              (a)(4)       .....................................................    101
                                                                                    1004
              (b)          .....................................................    Not Applicable
              (c)(1)       .....................................................    102
              (c)(2)       .....................................................    102
              (c)(3)       .....................................................    Not Applicable
              (d)          .....................................................    Not Applicable
              (e)          .....................................................    102
Section 315   (a)          .....................................................    601
              (b)          .....................................................    602
              (c)          .....................................................    601
              (d)          .....................................................    601
              (e)          .....................................................    514
Section 316   (a)          .....................................................    101
              (a)(1)(A)    .....................................................    502
                                                                                    512
              (a)(1)(B)    .....................................................    513
              (a)(2)       .....................................................    Not Applicable
              (b)          .....................................................    508
              (c)          .....................................................    104
Section 317   (a)(1)       .....................................................    503
              (a)(2)       .....................................................    504
              (b)          .....................................................    1003
Section 318   (a)          .....................................................    107
</TABLE>


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

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                                                                                                   <C>
PARTIES              ..............................................................................      1
RECITALS OF THE OPERATING PARTNERSHIP..............................................................      1

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.    Definitions........................................................................      1
                Act................................................................................      2
                Affiliate..........................................................................      2
                Applicable Procedures..............................................................      2
                Authenticating Agent...............................................................      2
                Board of Trustees..................................................................      2
                Board Resolution...................................................................      2
                Business Day.......................................................................      2
                Commission.........................................................................      2
                Corporate Trust Office.............................................................      2
                corporation........................................................................      2
                Covenant Defeasance................................................................      2
                Defaulted Interest.................................................................      2
                Defeasance.........................................................................      2
                Depositary.........................................................................      3
                Event of Default...................................................................      3
                Exchange Act.......................................................................      3
                Expiration Date....................................................................      3
                Global Security....................................................................      3
                Holder.............................................................................      3
                Indenture..........................................................................      3
                interest...........................................................................      3
                Interest Payment Date..............................................................      3
                Investment Company Act.............................................................      3
                Maturity...........................................................................      3
                Notice of Default..................................................................      3
                Officers' Certificate..............................................................      3
                Operating Partnership..............................................................      4
                Operating Partnership Request......................................................      4
                Opinion of Counsel.................................................................      4
                Original Issue Discount Security...................................................      4
                Outstanding........................................................................      4
                Paying Agent.......................................................................      5
                Person.............................................................................      5
                Place of Payment...................................................................      5
                Predecessor Security...............................................................      5
                Redemption Date....................................................................      5
                Redemption Price...................................................................      5
</TABLE>

NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.

<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                                                                                                   <C>
                Regular Record Date................................................................      5
                Responsible Officer................................................................      5
                Securities.........................................................................      6
                Securities Act.....................................................................      6
                Security Register..................................................................      6
                Special Record Date................................................................      6
                Stated Maturity....................................................................      6
                Subsidiary.........................................................................      6
                Trust Indenture Act................................................................      6
                Trustee............................................................................      6
                U.S. Government Obligation.........................................................      6
                Vice President.....................................................................      6
SECTION 102.    Compliance Certificates and Opinions...............................................      6
SECTION 103.    Form of Documents Delivered to Trustee.............................................      7
SECTION 104.    Acts of Holders; Record Dates......................................................      8
SECTION 105.    Notices, Etc., to Trustee and Operating Partnership................................      9
SECTION 106.    Notice to Holders; Waiver..........................................................     10
SECTION 107.    Conflict with Trust Indenture Act..................................................     10
SECTION 108.    Effect of Headings and Table of Contents...........................................     11
SECTION 109.    Successors and Assigns.............................................................     11
SECTION 110.    Separability Clause................................................................     11
SECTION 111.    Benefits of Indenture..............................................................     11
SECTION 112.    Governing Law......................................................................     11
SECTION 113.    Legal Holidays.....................................................................     11
SECTION 114.    Limited Liability; Immunity of Shareholders, Partners, Trustees, Officers and Agents
                of the Operating Partnership and Vornado Realty Trust..............................     11

                              ARTICLE TWO

                            SECURITY FORMS

SECTION 201.    Forms Generally....................................................................     12
SECTION 202.    Form of Face of Security...........................................................     12
SECTION 203.    Form of Reverse of Security........................................................     14
SECTION 204.    Form of Legend for Global Securities...............................................     17
SECTION 205.    Form of Trustee's Certificate of Authentication....................................     17

                             ARTICLE THREE

                            THE SECURITIES

SECTION 301.    Amount Unlimited; Issuable in Series...............................................     18
SECTION 302.    Denominations......................................................................     20
SECTION 303.    Execution, Authentication, Delivery and Dating.....................................     20
SECTION 304.    Temporary Securities...............................................................     22
SECTION 305.    Registration, Registration of Transfer and Exchange................................     22
SECTION 306.    Mutilated, Destroyed, Lost and Stolen Securities...................................     24
SECTION 307.    Payment of Interest; Interest Rights Preserved.....................................     24
SECTION 308.    Persons Deemed Owners..............................................................     26
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                                                                                                   <C>
SECTION 309.    Cancellation.......................................................................     26
SECTION 310.    Computation of Interest............................................................     26
SECTION 311.    CUSIP Numbers......................................................................     26

                             ARTICLE FOUR

                      SATISFACTION AND DISCHARGE

SECTION 401.    Satisfaction and Discharge of Indenture............................................     27
SECTION 402.    Application of Trust Money.........................................................     28

                             ARTICLE FIVE

                               REMEDIES

SECTION 501.    Events of Default..................................................................     28
SECTION 502.    Acceleration of Maturity; Rescission and Annulment.................................     30
SECTION 503.    Collection of Indebtedness and Suits for Enforcement by Trustee....................     31
SECTION 504.    Trustee May File Proofs of Claim...................................................     31
SECTION 505.    Trustee May Enforce Claims Without Possession of Securities........................     32
SECTION 506.    Application of Money Collected.....................................................     32
SECTION 507.    Limitation on Suits................................................................     32
SECTION 508.    Unconditional Right of Holders to Receive Principal, Premium and Interest..........     33
SECTION 509.    Restoration of Rights and Remedies.................................................     33
SECTION 510.    Rights and Remedies Cumulative.....................................................     33
SECTION 511.    Delay or Omission Not Waiver.......................................................     34
SECTION 512.    Control by Holders.................................................................     34
SECTION 513.    Waiver of Past Defaults............................................................     34
SECTION 514.    Undertaking for Costs..............................................................     34
SECTION 515.    Waiver of Usury, Stay or Extension Laws............................................     35

                              ARTICLE SIX

                              THE TRUSTEE

SECTION 601.    Certain Duties and Responsibilities................................................     35
SECTION 602.    Notice of Defaults.................................................................     35
SECTION 603.    Certain Rights of Trustee..........................................................     35
SECTION 604.    Not Responsible for Recitals or Issuance of Securities.............................     37
SECTION 605.    May Hold Securities................................................................     37
SECTION 606.    Money Held in Trust................................................................     37
SECTION 607.    Compensation and Reimbursement.....................................................     37
SECTION 608.    Disqualification; Conflicting Interests............................................     38
SECTION 609.    Corporate Trustee Required; Eligibility............................................     38
SECTION 610.    Resignation and Removal; Appointment of Successor..................................     38
SECTION 611.    Acceptance of Appointment by Successor.............................................     40
SECTION 612.    Merger, Conversion, Consolidation or Succession to Business........................     41
SECTION 613.    Preferential Collection of Claims Against Operating Partnership....................     41
SECTION 614.    Appointment of Authenticating Agent................................................     41
</TABLE>

                                     -iii-

<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                                                                                                   <C>
                             ARTICLE SEVEN

                 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OPERATING PARTNERSHIP

SECTION 701.    Operating Partnership to Furnish Trustee Names and Addresses of Holders............     43
SECTION 702.    Preservation of Information; Communications to Holders.............................     43
SECTION 703.    Reports by Trustee.................................................................     43
SECTION 704.    Reports by Operating Partnership...................................................     44

                             ARTICLE EIGHT

                      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.    Operating Partnership May Consolidate, Etc., Only on Certain Terms.................     44
SECTION 802.    Successor Substituted..............................................................     45

                             ARTICLE NINE

                        SUPPLEMENTAL INDENTURES

SECTION 901.    Supplemental Indentures Without Consent of Holders.................................     45
SECTION 902.    Supplemental Indentures With Consent of Holders....................................     46
SECTION 903.    Execution of Supplemental Indentures...............................................     47
SECTION 904.    Effect of Supplemental Indentures..................................................     48
SECTION 905.    Conformity with Trust Indenture Act................................................     48
SECTION 906.    Reference in Securities to Supplemental Indentures.................................     48

                              ARTICLE TEN

                               COVENANTS

SECTION 1001.   Payment of Principal, Premium and Interest.........................................     48
SECTION 1002.   Maintenance of Office or Agency....................................................     48
SECTION 1003.   Money for Securities Payments to Be Held in Trust..................................     49
SECTION 1004.   Statement by Officers as to Default................................................     50
SECTION 1005.   Existence..........................................................................     50
SECTION 1006.   Maintenance of Properties..........................................................     50
SECTION 1007.   Payment of Taxes and Other Claims..................................................     51
SECTION 1008.   Insurance..........................................................................     51
SECTION 1009.   Provision of Financial Information.................................................     51
SECTION 1010.   Waiver of Certain Covenants........................................................     51
SECTION 1011.   Calculation of Original Issue Discount.............................................     52

                            ARTICLE ELEVEN

                       REDEMPTION OF SECURITIES

SECTION 1101.   Applicability of Article...........................................................     52
SECTION 1102.   Election to Redeem; Notice to Trustee..............................................     52
</TABLE>

                                      -iv-

<PAGE>
<TABLE>
<CAPTION>
                                                                                                       PAGE
<S>                                                                                                   <C>
SECTION 1103.   Selection by Trustee of Securities to Be Redeemed..................................     52
SECTION 1104.   Notice of Redemption...............................................................     53
SECTION 1105.   Deposit of Redemption Price........................................................     54
SECTION 1106.   Securities Payable on Redemption Date..............................................     54
SECTION 1107.   Securities Redeemed in Part........................................................     54

                            ARTICLE TWELVE

                             SINKING FUNDS

SECTION 1201.   Applicability of Article...........................................................     55
SECTION 1202.   Satisfaction of Sinking Fund Payments with Securities..............................     55
SECTION 1203.   Redemption of Securities for Sinking Fund..........................................     55

                           ARTICLE THIRTEEN

                  DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.   Operating Partnership's Option to Effect Defeasance or Covenant Defeasance.........     56
SECTION 1302.   Defeasance and Discharge...........................................................     56
SECTION 1303.   Covenant Defeasance................................................................     56
SECTION 1304.   Conditions to Defeasance or Covenant Defeasance....................................     57
SECTION 1305.   Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
                Provisions.........................................................................     58
SECTION 1306.   Reinstatement......................................................................     59
</TABLE>

                                      -v-


<PAGE>

         INDENTURE, dated as of June 24, 2002, between Vornado Realty L.P., a
limited partnership duly organized and existing under the laws of the State of
Delaware (herein called the "Operating Partnership") and managed by Vornado
Realty Trust as its general partner, having its principal office at 888 Seventh
Avenue, New York, New York 10019, and The Bank of New York, a New York banking
corporation, as Trustee (herein called the "Trustee").

                      RECITALS OF THE OPERATING PARTNERSHIP

         The Operating Partnership, through Vornado Realty Trust, has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its unsecured debentures, notes or other evidences
of indebtedness (herein called the "Securities") to be issued in one or more
series as in this Indenture provided.

         All things necessary to make this Indenture a valid agreement of the
Operating Partnership, in accordance with its terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101. Definitions.

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

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

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles, and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall mean
         such accounting principles as are generally accepted in the United
         States of America at the date of such computation;

                  (4) unless the context otherwise requires, any reference to an
         "Article" or a "Section" refers to an Article or a Section, as the case
         may be, of this Indenture; and

<PAGE>


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

         "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

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

         "Applicable Procedures" of a Depositary means, with respect to any
matter at any time, the policies and procedures of such Depositary, if any, that
are applicable to such matter at such time.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Board of Trustees" means either the board of trustees of Vornado
Realty Trust or any duly authorized committee of that board.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of Vornado Realty Trust to have been duly
adopted by the Board of Trustees and to be in full force and effect on the date
of such certification, and delivered to the Trustee.

         "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

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

         "Corporate Trust Office" means the principal office of the Trustee in
The City of New York at which at any particular time its corporate trust
business shall be administered, which office at the date hereof is located at
101 Barclay Street, New York, New York 10286, Attention: Corporate Trust
Administration.

         "corporation" means a corporation, association, company, joint-stock
company or business trust.

         "Covenant Defeasance" has the meaning specified in Section 1303.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Defeasance" has the meaning specified in Section 1302.


                                      -2-
<PAGE>


         "Depositary" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
for such Securities as contemplated by Section 301.

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

         "Expiration Date" has the meaning specified in Section 104.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

         "Holder" means a Person in whose name a Security is registered in the
Security Register.

         "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

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

         "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an instalment of interest on such Security.

         "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an instalment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "Notice of Default" means a written notice of the kind specified in
Section 501(4) or 501(5).

         "Officer" means the Chairman of the Board, a Vice Chairman of the
Board, the President or any Vice President, the Treasurer or the Secretary, of
Vornado Realty Trust.

         "Officers' Certificate" means a certificate signed by any two Officers
or by any Officer and an Assistant Treasurer or an Assistant Secretary of
Vornado Realty Trust, and delivered to the Trustee. One of the Officers signing
an Officers' Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of Vornado Realty Trust.


                                      -3-
<PAGE>


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

         "Operating Partnership Request" or "Operating Partnership Order" means
a written request or order signed in the name of the Operating Partnership by
the Chairman of the Board, the Vice Chairman of the Board, the President or a
Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary of Vornado Realty Trust, as general partner of the
Operating Partnership, and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Operating Partnership.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

                  (1) Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (2) Securities for whose payment or redemption money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Operating Partnership) in trust or set
         aside and segregated in trust by the Operating Partnership (if the
         Operating Partnership shall act as its own Paying Agent) for the
         Holders of such Securities; provided that, if such Securities are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Indenture or provision therefor satisfactory to the Trustee has
         been made;

                  (3) Securities as to which Defeasance has been effected
         pursuant to Section 1302; and

                  (4) Securities which have been paid pursuant to Section 306 or
         in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Operating Partnership;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the

                                      -4-
<PAGE>

principal amount of such Security which shall be deemed to be Outstanding shall
be the amount as specified or determined as contemplated by Section 301, (C) the
principal amount of a Security denominated in one or more foreign currencies or
currency units which shall be deemed to be Outstanding shall be the U.S. dollar
equivalent, determined as of such date in the manner provided as contemplated by
Section 301, of the principal amount of such Security (or, in the case of a
Security described in Clause (A) or (B) above, of the amount determined as
provided in such Clause), and (D) Securities owned by the Operating Partnership
or any other obligor upon the Securities or any Affiliate of the Operating
Partnership or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which a Responsible Officer of
the Trustee knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Securities and that the pledgee is not the Operating
Partnership or any other obligor upon the Securities or any Affiliate of the
Operating Partnership or of such other obligor.

         "Paying Agent" means any Person authorized by the Operating Partnership
to pay the principal of or any premium or interest on any Securities on behalf
of the Operating Partnership.

         "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

         "Responsible Officer", when used with respect to the Trustee, means any
vice president, any assistant treasurer, any trust officer or assistant trust
officer or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.


                                      -5-
<PAGE>


         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

         "Stated Maturity", when used with respect to any Security or any
instalment of principal thereof or interest thereon, means the date specified in
such Security as the fixed date on which the principal of such Security or such
instalment of principal or interest is due and payable.

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Operating
Partnership or by one or more other Subsidiaries, or by the Operating
Partnership and one or more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for the
election of directors or trustees, whether at all times or only so long as no
senior class of stock has such voting power by reason of any contingency.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

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

         "U.S. Government Obligation" has the meaning specified in Section 1304.

         "Vice President", when used with respect to Vornado Realty Trust or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

         "Vornado Realty Trust" means Vornado Realty Trust, a Maryland real
estate investment trust and the general partner of the Operating Partnership,
and its successors or any successor general partner of the Operating Partnership
that serves as the manager thereof.

SECTION 102. Compliance Certificates and Opinions.

         Upon any application or request by the Operating Partnership to the
Trustee to take any action under any provision of this Indenture, the Operating
Partnership shall furnish to the

                                      -6-
<PAGE>

Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of Vornado Realty Trust on
behalf of the Operating Partnership, or an Opinion of Counsel, if to be given by
counsel, and shall comply with the requirements of the Trust Indenture Act and
any other requirements set forth in this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include,

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

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

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

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

SECTION 103. Form of Documents Delivered to Trustee.

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

         Any certificate or opinion of an officer of Vornado Realty Trust on
behalf of the Operating Partnership may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of Vornado Realty Trust stating that the information with respect to
such factual matters is in the possession of Vornado Realty Trust, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

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


                                      -7-
<PAGE>


SECTION 104. Acts of Holders; Record Dates.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Operating
Partnership. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Operating Partnership, if made in the manner provided in
this Section.

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

         The ownership of Securities shall be proved by the Security Register.

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

         The Operating Partnership may, in the circumstances permitted by the
Trust Indenture Act, set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided that the Operating Partnership
may not set a record date for, and the provisions of this paragraph shall not
apply with respect to, the giving or making of any notice, declaration, request
or direction referred to in the next paragraph. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities of the
relevant series on such record date, and no other Holders, shall be entitled to
take the relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Operating
Partnership from setting a new record date for any action for which a record
date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the requisite principal

                                      -8-
<PAGE>

amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Operating Partnership, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the relevant
series in the manner set forth in Section 106.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Operating Partnership's expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Operating Partnership in writing
and to each Holder of Securities of the relevant series in the manner set forth
in Section 106.

         With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

         Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

SECTION 105. Notices, Etc., to Trustee and Operating Partnership.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,


                                      -9-
<PAGE>


                  (1) the Trustee by any Holder or by the Operating Partnership
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Trustee at its Corporate
         Trust Office, Attention: Corporate Trust Administration, or

                  (2) the Operating Partnership by the Trustee or by any Holder
         shall be sufficient for every purpose hereunder (unless otherwise
         herein expressly provided) if in writing and mailed, first-class
         postage prepaid, to the Operating Partnership addressed to it at the
         address of its principal office specified in the first paragraph of
         this instrument, Attention: Joseph Macnow, Executive Vice President -
         Finance and Administration, Chief Financial Officer, or at any other
         address previously furnished in writing to the Trustee by the Operating
         Partnership.

SECTION 106. Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

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

         Where this Indenture provides for notice of any event to a Holder of a
Global Security, such notice shall be sufficiently given if given to the
Depositary for such Security (or its designee), pursuant to its Applicable
Procedures, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice.

SECTION 107. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.


                                      -10-
<PAGE>


SECTION 108. Effect of Headings and Table of Contents.

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

SECTION 109. Successors and Assigns.

         All covenants and agreements in this Indenture by the Operating
Partnership shall bind its successors and assigns, whether so expressed or not.

SECTION 110. Separability Clause.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111. Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

SECTION 112. Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.

SECTION 113. Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Maturity, provided that no interest shall accrue with
respect to such payment for the period from and after such Interest Payment
Date, Redemption Date or Maturity, as the case may be.

SECTION 114. Limited Liability; Immunity of Shareholders, Partners, Trustees,
             Officers and Agents of the Operating Partnership and Vornado
             Realty Trust.

                  Notwithstanding any other provision of this Indenture or of
the Securities of any series to the contrary, no recourse shall be had, whether
by levy or execution or otherwise, for the payment of any sums due under any
Security, including, without limitation, the principal of, premium, if any, or
interest payable under any Security, or for the payment or performance of any
obligation, covenant or agreement under, or for any claim based on, this
Indenture or any Security or otherwise in respect of this Indenture or any
Security, against any partner of the Operating Partnership, whether limited or
general, including Vornado Realty Trust, as general partner, or any successor of
any such partner or any such partner's or successor's assets or against any


                                      -11-
<PAGE>

principal, shareholder, member, officer, director, trustee or employee of any
such partner or successor, under any rule of law, statute or constitution, or by
the enforcement of any assessment or penalty or by any legal or equitable
proceeding or otherwise, nor shall any of such parties be personally liable for
any such amounts, obligations or claims, or liable for any deficiency judgment
based thereon or with respect thereto, it being expressly understood that the
sole remedies hereunder or under any other document with respect to the
Securities against such parties with respect to such amounts, obligations or
claims shall be against the Operating Partnership and that all such liability of
such parties is and is to be, by the acceptance hereof, expressly waived and
released as a condition of, and as consideration for, the execution of this
Indenture and by the acceptance of the Securities by the Holders and as part of
the consideration for the issue of the Securities.

                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of
Vornado Realty Trust and delivered to the Trustee at or prior to the delivery of
the Operating Partnership Order contemplated by Section 303 for the
authentication and delivery of such Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

SECTION 202. Form of Face of Security.

         [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                               Vornado Realty L.P.
                               ...................


No. ...........                                                      $..........

                               CUSIP No. ________

         VORNADO REALTY L.P., a limited partnership duly organized and existing
under the laws of the State of Delaware (herein called the "Operating
Partnership", which term includes any

                                      -12-
<PAGE>

successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to..............................., or
registered assigns, the principal sum of........ Dollars
on.................................................... [if this Security is to
bear interest prior to Maturity, insert - , and to pay interest thereon from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on ............ and ............ in each year,
commencing..................and at the Maturity thereof, at the rate of [__%]
per annum, until the principal hereof is paid or made available for payment, [if
applicable, insert - provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
[____%] per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand]. 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 Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ....... or ....... (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest so payable, but not
punctually paid or duly provided for, on any Interest Payment Date will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person 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 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 said Indenture.]

[If the Security is not to bear interest prior to Maturity, insert - The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment.]

         Payment of the principal of (and premium, if any) and [if applicable,
insert - any such] interest on this Security will be made at the office or
agency of the Operating Partnership maintained for that purpose in New York, New
York, 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, against
surrender of this Security in the case of any payment due at the Maturity of the
principal hereof (other than any payment of interest that first becomes payable
on a day other than an Interest Payment Date); provided, however, that at the
option of the Operating Partnership payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register; and provided, further, that if this Security is
a Global Security, payment may be made pursuant to the Applicable Procedures of
the Depositary as permitted in said Indenture.

         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.


                                      -13-
<PAGE>


         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, Vornado Realty Trust, the general partner of the
Operating Partnership, has caused this instrument to be duly executed under its
trust seal.

                                            VORNADO REALTY L.P.

                                            By:  Vornado Realty Trust,
                                                 its general partner


                                            By_________________________________


Attest:


........................................


SECTION 203. Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Operating Partnership (herein called the "Securities"), issued and to be issued
in one or more series under an Indenture, dated as of June 24, 2002 (herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Operating Partnership and The Bank of New York, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Operating 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 series designated on
the face hereof [if applicable, insert - limited in aggregate principal
amount to $________].

         [If applicable, insert - The Securities of this series are subject to
redemption upon not less than 30 days' nor more than 60 days' notice by mail,
[if applicable, insert - (1) on ........... in any year commencing with the
year ________ and ending with the year _________ through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [if applicable, insert - on or after
.........., 20 ], as a whole or in part, at the election of the Operating
Partnership, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed during the 12-month period beginning......of the
years indicated,

<TABLE>
<CAPTION>
                        Redemption                   Redemption
           Year             Price        Year            Price
           ----             -----        ----            -----
<S>                     <C>             <C>          <C>

</TABLE>

and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption [(whether through operation of the
sinking fund or otherwise)] with

                                      -14-
<PAGE>

accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]

         [If applicable, insert - The sinking fund for this series provides for
the redemption on ...... in each year beginning with the year ...... and ending
with the year ..... of [if applicable, insert - not less than $..........
("mandatory sinking fund") and not more than] $......... aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Operating Partnership otherwise than through [if applicable,
insert - mandatory] sinking fund payments may be credited against
subsequent [if applicable, insert - mandatory] sinking fund payments
otherwise required to be made [if applicable, insert - , in the inverse
order in which they become due].]

         [If the Security is subject to redemption of any kind, insert - In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

         [If applicable, insert - The Indenture contains provisions for
defeasance at any time of the entire indebtedness of this Security or certain
restrictive covenants and Events of Default with respect to this Security, in
each case upon compliance with certain conditions set forth in the Indenture.]

         [If the Security is not an Original Issue Discount Security, insert -
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

         [If the Security is an Original Issue Discount Security, insert - If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to - insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Operating Partnership's obligations in respect of the
payment of the principal of and premium and interest, if any, on the Securities
of this series shall terminate.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Operating Partnership and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Operating
Partnership and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions (i) permitting the Holders of
not less than a majority in principal amount of the Securities of any series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Operating Partnership with certain provisions of the
Indenture with respect to such series and (ii) permitting the Holders of a
majority in principal amount of the Securities at the time Outstanding of any
series to be affected

                                      -15-
<PAGE>

under the Indenture (with each such series considered separately for this
purpose), on behalf of the Holders of all Securities of such series, to waive
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 of any
Security 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.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture, or for the appointment of a receiver or trustee,
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of not less than 25% in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Operating
Partnership, which is absolute and unconditional, to pay the principal of and
any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.

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

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

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

         Prior to due presentment of this Security for registration of transfer,
the Operating Partnership, the Trustee and any agent of the Operating
Partnership or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or

                                      -16-
<PAGE>

not this Security be overdue, and neither the Operating Partnership, the Trustee
nor any such agent shall be affected by notice to the contrary.

         [If applicable, insert - This Security is a Global Security and is
subject to the provisions of the Indenture relating to Global Securities,
including the limitations in Section 305 thereof on transfers and exchanges of
Global Securities.]

         [If applicable, insert - Interest on the principal balance of this
Security shall be calculated on the basis of a [365- or 366-day year, as
appropriate, for the actual number of days elapsed] [360-day year of twelve
30-day months]]

         THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

SECTION 204. Form of Legend for Global Securities.

         Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 205. Form of Trustee's Certificate of Authentication.

         The Trustee's certificates of authentication shall be in substantially
the following form:

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

                  Dated:

                                                THE BANK OF NEW YORK,
                                                           As Trustee


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



                                      -17-
<PAGE>


                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from Securities of any other
         series);

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
         and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder);

                  (3) the Person to whom any interest on a Security of the
         series shall be payable, if other than the Person in whose name that
         Security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest;

                  (4) the date or dates on which the principal of any Securities
         of the series is payable;

                  (5) the rate or rates at which any Securities of the series
         shall bear interest, if any, the date or dates from which any such
         interest shall accrue, the Interest Payment Dates on which any such
         interest shall be payable and the Regular Record Date for any such
         interest payable on any Interest Payment Date;

                  (6) the place or places where the principal of and any premium
         and interest on any Securities of the series shall be payable and the
         manner in which any payment may be made;

                  (7) the period or periods within which, the price or prices at
         which and the terms and conditions upon which any Securities of the
         series may be redeemed, in whole or in part, at the option of the
         Operating Partnership and, if other than by a Board Resolution, the
         manner in which any election by the Operating Partnership to redeem the
         Securities shall be evidenced;

                  (8) the obligation, if any, of the Operating Partnership to
         redeem or purchase any Securities of the series pursuant to any sinking
         fund or analogous provisions or at the

                                      -18-
<PAGE>
         option of the Holder thereof and the period or periods within which,
         the price or prices at which and the terms and conditions upon which
         any Securities of the series shall be redeemed or purchased, in whole
         or in part, pursuant to such obligation;

                  (9) if other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which any Securities of the
         series shall be issuable;

                  (10) if the amount of principal of or any premium or interest
         on any Securities of the series may be determined with reference to an
         index or pursuant to a formula, the manner in which such amounts shall
         be determined;

                  (11) if other than the currency of the United States of
         America, the currency, currencies or currency units in which the
         principal of or any premium or interest on any Securities of the series
         shall be payable and the manner of determining the equivalent thereof
         in the currency of the United States of America for any purpose,
         including for the purposes of making payment in the currency of the
         United States of America and applying the definition of "Outstanding"
         in Section 101;

                  (12) if the principal of or any premium or interest on any
         Securities of the series is to be payable, at the election of the
         Operating Partnership or the Holder thereof, in one or more currencies
         or currency units other than that or those in which such Securities are
         stated to be payable, the currency, currencies or currency units in
         which the principal of or any premium or interest on such Securities as
         to which such election is made shall be payable, the periods within
         which and the terms and conditions upon which such election is to be
         made and the amount so payable (or the manner in which such amount
         shall be determined);

                  (13) if other than the entire principal amount thereof, the
         portion of the principal amount of any Securities of the series which
         shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 502;

                  (14) if the principal amount payable at the Stated Maturity of
         any Securities of the series will not be determinable as of any one or
         more dates prior to the Stated Maturity, the amount which shall be
         deemed to be the principal amount of such Securities as of any such
         date for any purpose thereunder or hereunder, including the principal
         amount thereof which shall be due and payable upon any Maturity other
         than the Stated Maturity or which shall be deemed to be Outstanding as
         of any date prior to the Stated Maturity (or, in any such case, the
         manner in which such amount deemed to be the principal amount shall be
         determined);

                  (15) if applicable, that the Securities of the series, shall
         be subject to either or both of Defeasance or Covenant Defeasance as
         provided in Article Thirteen;

                  (16) if applicable, that any Securities of the series shall be
         issuable in whole or in part in the form of one or more Global
         Securities and, in such case, the respective Depositaries for such
         Global Securities, the form of any legend or legends which shall be
         borne by any such Global Security in addition to or in lieu of that set
         forth in Section 204 and any addition to, elimination of or other
         changes in the circumstances set forth in Clause (2) of the last
         paragraph of Section 305 in which any such Global Security may be


                                      -19-
<PAGE>
         exchanged in whole or in part for Securities registered, and any
         transfer of such Global Security in whole or in part may be registered,
         in the name or names of Persons other than the Depositary for such
         Global Security or a nominee thereof;

                  (17) any addition to, elimination of or other change in the
         Events of Default which applies to any Securities of the series and any
         change in the right of the Trustee or the requisite Holders of such
         Securities to declare the principal amount thereof due and payable
         pursuant to Section 502;

                  (18) any addition to, elimination of or other change in the
         covenants set forth in Article Ten which applies to Securities of the
         series; and

                  (19) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 901(5)).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of Vornado Realty
Trust on behalf of the Operating Partnership and delivered to the Trustee at or
prior to the delivery of the Officers' Certificate setting forth the terms of
the series.

SECTION 302. Denominations.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Operating Partnership
by Vornado Realty Trust, as general partner, by the Chairman of the Board, the
Vice Chairman of the Board, the President or one of the Vice Presidents, under
the trust seal reproduced thereon attested by the Secretary or one of the
Assistant Secretaries of Vornado Realty Trust. The signature of any of these
officers on the Securities may be manual or facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of Vornado Realty Trust shall bind the
Operating Partnership, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Operating Partnership may deliver Securities of any series
executed by the Operating Partnership

                                      -20-
<PAGE>
to the Trustee for authentication, together with an Operating Partnership Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with the Operating Partnership Order shall authenticate and deliver
such Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

                  (1) if the form of such Securities has been established by or
         pursuant to Board Resolution as permitted by Section 201, that such
         form has been established in conformity with the provisions of this
         Indenture;

                  (2) if the terms of such Securities have been established by
         or pursuant to Board Resolution as permitted by Section 301, that such
         terms have been established in conformity with the provisions of this
         Indenture; and

                  (3) that such Securities, when authenticated and delivered by
         the Trustee and issued by the Operating Partnership in the manner and
         subject to any conditions specified in such Opinion of Counsel, will
         constitute valid and legally binding obligations of the Operating
         Partnership enforceable in accordance with their terms, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles.

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

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Operating Partnership Order and Opinion
of Counsel otherwise required pursuant to such preceding paragraph at or prior
to the authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Operating Partnership, and the Operating
Partnership shall deliver such Security to the Trustee for cancellation as
provided in Section 309, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.


                                      -21-
<PAGE>
SECTION 304. Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Operating Partnership may execute, and upon Operating Partnership Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

         If temporary Securities of any series are issued, the Operating
Partnership will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive Securities of
such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Operating Partnership in a Place
of Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series, the
Operating Partnership shall execute and the Trustee shall authenticate and
deliver in exchange therefor one or more definitive Securities of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series and tenor.

SECTION 305. Registration, Registration of Transfer and Exchange.

         The Operating Partnership shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Operating Partnership in a Place of Payment
being herein sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Operating
Partnership shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "Security Registrar" for the purpose
of registering Securities and transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Operating Partnership in a Place of Payment for
that series, the Operating Partnership shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Operating Partnership shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

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


                                      -22-
<PAGE>
         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Operating Partnership or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Operating Partnership and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Operating Partnership may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Operating Partnership shall not be required (A)
to issue, register the transfer of or exchange any Securities of that series (or
of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities selected for redemption under
Section 1103 and ending at the close of business on the day of such mailing, or
(B) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

         The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

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

                  (2) Notwithstanding any other provision in this Indenture, and
         subject to such applicable provisions, if any, as may be specified as
         contemplated by Section 301, no Global Security may be exchanged in
         whole or in part for Securities registered, and no transfer of a Global
         Security in whole or in part may be registered, in the name of any
         Person other than the Depositary for such Global Security or a nominee
         thereof unless (A) such Depositary (i) has notified the Operating
         Partnership that it is unwilling or unable to continue as Depositary
         for such Global Security or (ii) has ceased to be a clearing agency
         registered under the Exchange Act, and in either case a successor
         Depositary is not appointed within 90 days by the Operating
         Partnership, (B) there shall have occurred and be continuing an Event
         of Default with respect to such Global Security or (C) there shall
         exist such circumstances, if any, in addition to or in lieu of the
         foregoing as have been specified for this purpose as contemplated by
         Section 301.

                  (3) Subject to Clause (2) above and to such applicable
         provisions, if any, as may be specified as contemplated by Section 301,
         any exchange of a Global Security for other Securities may be made in
         whole or in part, and all Securities issued in exchange for a Global
         Security or any portion thereof shall be registered in such names as
         the Depositary for such Global Security shall direct.


                                      -23-
<PAGE>
                  (4) Every Security authenticated and delivered upon
         registration of transfer of, or in exchange for or in lieu of, a Global
         Security or any portion thereof, whether pursuant to this Section,
         Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
         delivered in the form of, and shall be, a Global Security, unless such
         Security is registered in the name of a Person other than the
         Depositary for such Global Security or a nominee thereof.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Operating
Partnership shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Operating Partnership and the
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Security and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Operating Partnership or the Trustee that such Security has
been acquired by a bona fide purchaser, the Operating Partnership shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Operating Partnership in its
discretion may, instead of issuing a new Security, pay such Security.

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

         Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Operating Partnership, whether or not
the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder.

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

SECTION 307. Payment of Interest; Interest Rights Preserved.

         Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date


                                      -24-
<PAGE>
for such interest or, if no business is conducted by the Trustee at its
Corporate Trust Office on such date, at 5:00 P.M., New York City time, on such
date.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Operating Partnership, at its
election in each case, as provided in Clause (1) or (2) below:

                  (1) The Operating Partnership may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities of such
         series (or their respective Predecessor Securities) are registered at
         the close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Operating Partnership shall notify the Trustee in writing of the amount
         of Defaulted Interest proposed to be paid on each Security of such
         series and the date of the proposed payment, and at the same time the
         Operating Partnership shall deposit with the Trustee an amount of money
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as in this Clause provided.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Operating
         Partnership of such Special Record Date and, in the name and at the
         expense of the Operating Partnership, shall cause notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor to be given to each Holder of Securities of such series in the
         manner set forth in Section 106, not less than 10 days prior to such
         Special Record 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
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following Clause (2).

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

         Except as may be provided in this Section 307 or as contemplated in
Section 301 with respect to any Securities of a series, the Person to whom
interest shall be payable on any Security that first becomes payable on a day
that is not an Interest Payment Date shall be the Holder of such Security on the
day such interest is paid.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall

                                      -25-
<PAGE>
carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

SECTION 308. Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Operating Partnership, the Trustee and any agent of the Operating
Partnership or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Operating Partnership, the Trustee nor any agent of the
Operating Partnership or the Trustee shall be affected by notice to the
contrary.

SECTION 309. Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Operating Partnership may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Operating Partnership may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Operating Partnership has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by an Operating Partnership Order; provided, however, that the Trustee
shall not be required to destroy such canceled Securities.

SECTION 310. Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 311. CUSIP Numbers.

The Operating Partnership in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders, provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of redemption
and that reliance may be placed only on the other identification numbers printed
on the Securities. Any such redemption shall not be affected by any defect in or
omission of such numbers.


                                      -26-
<PAGE>
                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.      Satisfaction and Discharge of Indenture.

         This Indenture shall upon Operating Partnership Request cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of any Security expressly provided for herein or in the terms of such
Security), and the Trustee, at the expense of the Operating Partnership, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

                  (1) either

                           (A) all Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 306 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Operating Partnership and
                  thereafter repaid to the Operating Partnership or discharged
                  from such trust, as provided in Section 1003) have been
                  delivered to the Trustee for cancellation; or

                           (B) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                                    (i) have become due and payable, or

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

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

         and the Operating Partnership, in the case of (i), (ii) or (iii) above,
         has deposited or caused to be deposited with the Trustee as trust funds
         in trust for the purpose money in an amount sufficient to pay and
         discharge the entire indebtedness on such Securities not theretofore
         delivered to the Trustee for cancellation, for principal and any
         premium and interest to the date of such deposit (in the case of
         Securities which have become due and payable) or to the Stated Maturity
         or Redemption Date, as the case may be;

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

                  (3) the Operating Partnership 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.


                                      -27-
<PAGE>
         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Operating Partnership to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
Clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive.

SECTION 402.      Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Operating Partnership acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest for whose payment such money has been deposited with the
Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.      Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (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):

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

                  (2) default in the payment of the principal of or any premium,
         if any, on any Security of that series at its Maturity; or

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

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Operating Partnership in this Indenture (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this Section specifically dealt with or which has
         expressly been included in this Indenture solely for the benefit of
         series of Securities other than that series), and continuance of such
         default or breach for a period of 60 days after there has been given,
         by registered or certified mail, to the Operating Partnership by the
         Trustee or to the Operating 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 or breach and
         requiring it to be remedied and stating that such notice is a "Notice
         of Default" hereunder; or


                                      -28-
<PAGE>
                  (5) a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by the Operating
         Partnership (including a default with respect to Securities of any
         series other than that series) having an aggregate principal amount
         outstanding of at least $50,000,000, or under any mortgage, indenture
         or instrument (including this Indenture) under which there may be
         issued or by which there may be secured or evidenced any indebtedness
         for money borrowed by the Operating Partnership having an aggregate
         principal amount outstanding of at least $50,000,000, whether such
         indebtedness now exists or shall hereafter be created, which default
         (A) shall constitute a failure to pay any portion of the principal of
         such indebtedness when due and payable after the expiration of any
         applicable grace period with respect thereto or (B) 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, in the case of Clause (A), such indebtedness having been
         discharged or without, in the case of Clause (B), such indebtedness
         having been discharged or such acceleration having been rescinded or
         annulled, in each such case within a period of 10 days after there
         shall have been given, by registered or certified mail, to the
         Operating Partnership by the Trustee or to the Operating 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 Operating Partnership to cause such
         indebtedness to be discharged or cause such acceleration to be
         rescinded or annulled, as the case may be, and stating that such notice
         is a "Notice of Default" hereunder; provided, however, that, subject to
         the provisions of Sections 601 and 602, the Trustee shall not be deemed
         to have knowledge of such default unless either (A) a Responsible
         Officer of the Trustee shall have knowledge of such default or (B) the
         Trustee shall have received written notice thereof from the Operating
         Partnership, from any Holder, from the holder of any such indebtedness
         or from the trustee under any such mortgage, indenture or other
         instrument; or

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Operating
         Partnership in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or (B) a decree or order adjudging the Operating
         Partnership a bankrupt or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustment or composition
         of or in respect of the Operating Partnership under any applicable
         Federal or State law, or appointing a custodian, receiver, liquidator,
         assignee, trustee, sequestrator or other similar official of the
         Operating Partnership or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 60 consecutive
         days; or

                  (7) the commencement by the Operating Partnership of a
         voluntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or of any
         other case or proceeding to be adjudicated a bankrupt or insolvent, or
         the consent by it to the entry of a decree or order for relief in
         respect of the Operating Partnership in an involuntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or to the commencement
         of any bankruptcy or insolvency case or proceeding against it, or the
         filing by it of a petition or answer or consent seeking reorganization
         or relief under any applicable Federal or State law, or the consent by
         it to the filing of such petition or to the


                                      -29-
<PAGE>
         appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or other similar official
         of the Operating Partnership or of any substantial part of its
         property, or the making by it of an assignment for the benefit of
         creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due, or the taking of corporate
         action by the Operating Partnership in furtherance of any such action;
         or

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

SECTION 502.      Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501(6) or 501(7)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee, upon
receipt of a request from the Holders of not less than 25% in principal amount
of the Outstanding Securities of that series, shall, or the Holders of not less
than 25% in principal amount of the Outstanding Securities of that series may,
declare the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) to be due and payable immediately, by a notice in writing to the
Operating Partnership (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(6)
or 501 (7) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.

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

                  (1) the Operating Partnership has paid or deposited with the
         Trustee a sum sufficient to pay

                           (A) all overdue interest on all Securities of that
                  series,

                           (B) the principal of (and premium, if any, on) any
                  Securities of that series which have become due otherwise than
                  by such declaration of acceleration and any interest thereon
                  at the rate or rates prescribed therefor in such Securities,

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities, and


                                      -30-
<PAGE>
                           (D) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (2) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of Securities of
         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 513.

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

SECTION 503.      Collection of Indebtedness and Suits for Enforcement by
                  Trustee.

         The Operating Partnership covenants that if

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

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof,

the Operating Partnership will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal and any premium and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

SECTION 504.      Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Operating
Partnership (or any other obligor upon the Securities), its property or its
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such


                                      -31-
<PAGE>
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

SECTION 505.      Trustee May Enforce Claims Without Possession of Securities.

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

SECTION 506.      Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of 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 607; and

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of and any premium and interest on the Securities in respect
         of which or for the benefit of which such money has been collected,
         ratably, without preference or priority of any kind, according to the
         amounts due and payable on such Securities for principal and any
         premium and interest, respectively.

SECTION 507.      Limitation on Suits.

         No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

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

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


                                      -32-
<PAGE>
                  (3) such Holder or Holders have offered to the Trustee
         indemnity reasonably satisfactory to the Trustee against the costs,
         expenses and liabilities to be incurred in compliance with such
         request;

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

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

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

SECTION 508.      Unconditional Right of Holders to Receive Principal, Premium
                  and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 509.      Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Operating Partnership, the Trustee and the
Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

SECTION 510.      Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


                                      -33-
<PAGE>
SECTION 511.      Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 512.      Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

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

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

SECTION 513.      Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

                  (1) in the payment of the principal of or any premium or
         interest on any Security of such series, or

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

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

SECTION 514.      Undertaking for Costs.

         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, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act, provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Trustee or the Operating
Partnership.


                                      -34-
<PAGE>
SECTION 515.      Waiver of Usury, Stay or Extension Laws.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.      Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 602.      Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

SECTION 603.      Certain Rights of Trustee.

         Subject to the provisions of Section 601:

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

                  (2) any request or direction of the Operating Partnership
         mentioned herein shall be sufficiently evidenced by a Operating
         Partnership Request or Operating

                                      -35-
<PAGE>
         Partnership Order, and any resolution of the Board of Trustees shall be
         sufficiently evidenced by a Board Resolution;

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

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

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

                  (6) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Operating Partnership, personally or
         by agent or attorney;

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

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

                  (9) the Trustee shall not be deemed to have notice of any
         default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Securities and this Indenture;

                  (10) 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


                                      -36-
<PAGE>
                  (11) The Trustee may request that the Company 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.

SECTION 604.      Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Operating Partnership, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Operating Partnership of
Securities or the proceeds thereof.

SECTION 605.      May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Operating Partnership, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 608 and 613, may otherwise deal with the Operating Partnership with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

SECTION 606.      Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Operating Partnership.

SECTION 607.      Compensation and Reimbursement.

         The Operating Partnership agrees

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

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

                  (3) to indemnify the Trustee and any predecessor Trustee for,
         and to hold it harmless against, any and all loss, liability or expense
         including taxes (other than taxes


                                      -37-
<PAGE>
         imposed on the income of the Trustee) incurred without negligence or
         bad faith on its part, arising out of or in connection with the
         acceptance or administration of the trust or trusts hereunder,
         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder.

         The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607 except with respect to funds
held in trust for the benefit of the Holders of particular Securities. When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(6) or Section 501(7), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or State bankruptcy, insolvency or other similar law.

         The provisions of this Section shall survive the termination of this
Indenture.

SECTION 608.      Disqualification; Conflicting Interests.

         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. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

SECTION 609.      Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee 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 $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, 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 with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610.      Resignation and Removal; Appointment of Successor.

         No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

         The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Operating
Partnership.


                                      -38-
<PAGE>
         The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Operating Partnership.

         If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
         written request therefor by the Operating Partnership or by any Holder
         who has been a bona fide Holder of a Security for at least six months,
         or

                  (2) the Trustee shall cease to be eligible under Section 609
         and shall fail to resign after written request therefor by the
         Operating Partnership or by any such Holder, or

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

then, in any such case, (A) the Operating Partnership by a Board Resolution may
remove the Trustee with respect to all Securities, or (B) subject to Section
514, any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or Trustees.

         If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation or removal, the Trustee resigning or
being removed may petition, at the expense of the Operating Partnership, any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

         If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Operating Partnership, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Operating Partnership and
the retiring Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment in accordance with the applicable
requirements of Section 611, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee
appointed by the Operating Partnership. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Operating
Partnership or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of


                                      -39-
<PAGE>
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

         The Operating Partnership shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series to all Holders of Securities of such series in the manner provided in
Section 106. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.

SECTION 611.      Acceptance of Appointment by Successor.

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

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


                                      -40-
<PAGE>
         Upon request of any such successor Trustee, the Operating Partnership
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

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

SECTION 612.      Merger, Conversion, Consolidation or Succession to Business.

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

SECTION 613.      Preferential Collection of Claims Against Operating
                  Partnership.

         If and when the Trustee shall be or become a creditor of the Operating
Partnership (or any other obligor upon the Securities), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Operating Partnership (or any such other obligor).

SECTION 614.      Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer, or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Operating Partnership and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any
State thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions


                                      -41-
<PAGE>
of this Section, such Authenticating Agent shall resign immediately in the
manner and with the effect specified in this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Operating Partnership. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Operating Partnership. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Operating Partnership and
shall give notice of such appointment in the manner provided in Section 106 to
all Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

         The Operating Partnership agrees to pay to each Authenticating Agent
from time to time such compensation for its services under this Section as the
Operating Partnership and the Authenticating Agent shall from time to time agree
in writing.

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

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

                                  THE BANK OF NEW YORK,
                                       As Trustee


                                  By...........................................,
                                           As Authenticating Agent


                                  By ..........................................
                                           Authorized Signatory


                                      -42-
<PAGE>
                                  ARTICLE SEVEN

         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND OPERATING PARTNERSHIP

SECTION 701.      Operating Partnership to Furnish Trustee Names and Addresses
                  of Holders.

         The Operating Partnership will furnish or cause to be furnished to the
         Trustee

                  (1) semi-annually, not later than March 15 and September 15 in
         each year, a list, in such form as the Trustee may reasonably require,
         of the names and addresses of the Holders of Securities of each series
         as of the preceding March 1 or September 1, as the case may be, and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702.      Preservation of Information; Communications to Holders.

         The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

         The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

         Every Holder of Securities, by receiving and holding the same, agrees
with the Operating Partnership and the Trustee that none of the Operating
Partnership, Vornado Realty Trust or the Trustee or any agent of any of them
shall be held accountable by reason of any disclosure of information as to names
and addresses of Holders made pursuant to the Trust Indenture Act.

SECTION 703.      Reports by Trustee.

         The Trustee shall transmit to Holders such reports 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.
Reports so required to be transmitted at stated intervals of not more than 12
months shall be transmitted within 60 days after the first date of issuance of
Securities and on each anniversary of such date.

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Operating Partnership.
The Operating Partnership will promptly notify the Trustee when any Securities
are listed on any stock exchange.


                                      -43-
<PAGE>
SECTION 704.      Reports by Operating Partnership.

         The Operating Partnership shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.

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

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Operating Partnership May Consolidate, Etc., Only on Certain Terms.

         The Operating Partnership shall not consolidate with or merge into any
other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and the Operating Partnership shall
not permit any Person to consolidate with or merge into the Operating
Partnership or convey, transfer or lease its properties and assets substantially
as an entirety to the Operating Partnership, unless:

                  (1) in case the Operating Partnership shall consolidate with
         or merge into another Person or convey, transfer or lease its
         properties and assets substantially as an entirety to any Person, the
         Person formed by such consolidation or into which the Operating
         Partnership is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Operating
         Partnership substantially as an entirety shall be a corporation,
         partnership or trust, shall be organized and validly existing under the
         laws of the United States of America, any State thereof or the District
         of Columbia and shall expressly assume, by an indenture supplemental
         hereto, executed and delivered to the Trustee, in form satisfactory to
         the Trustee, the due and punctual payment of the principal of and any
         premium and interest on all the Securities and the performance or
         observance of every covenant of this Indenture on the part of the
         Operating Partnership to be performed or observed;

                  (2) immediately after giving effect to such transaction and
         treating any indebtedness which becomes an obligation of the Operating
         Partnership or any Subsidiary as a result of such transaction as having
         been incurred by the Operating Partnership or such Subsidiary at the
         time of such transaction, no Event of Default, and no event which,
         after notice or lapse of time or both, would become an Event of
         Default, shall have happened and be continuing;

                  (3) if, as a result of any such consolidation or merger or
         such conveyance, transfer or lease, properties or assets of the
         Operating Partnership would become subject


                                      -44-
<PAGE>
         to a mortgage, pledge, lien, security interest or other encumbrance
         which would not be permitted by this Indenture, the Operating
         Partnership or such successor Person, as the case may be, shall take
         such steps as shall be necessary effectively to secure the Securities
         equally and ratably with (or prior to) all indebtedness secured
         thereby; and

                  (4) the Operating Partnership has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

SECTION 802.      Successor Substituted.

         Upon any consolidation of the Operating Partnership with, or merger of
the Operating Partnership into, any other Person or any conveyance, transfer or
lease of the properties and assets of the Operating Partnership substantially as
an entirety in accordance with Section 801, the successor Person formed by such
consolidation or into which the Operating Partnership is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Operating Partnership under this
Indenture with the same effect as if such successor Person had been named as the
Operating Partnership herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.      Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Operating Partnership, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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

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

                  (3) to add any additional Events of Default for the benefit of
         the Holders of all or any series of Securities (and if such additional
         Events of Default are to be for the benefit of less than all series of
         Securities, stating that such additional Events of Default are
         expressly being included solely for the benefit of such series); or


                                      -45-
<PAGE>
                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons, or
         to permit or facilitate the issuance of Securities in uncertificated
         form; or

                  (5) to add to, change or eliminate any of the provisions of
         this Indenture in respect of one or more series of Securities, provided
         that any such addition, change or elimination (A) shall neither (i)
         apply to any Security of any series created prior to the execution of
         such supplemental indenture and entitled to the benefit of such
         provision nor (ii) modify the rights of the Holder of any such Security
         with respect to such provision or (B) shall become effective only when
         there is no such Security Outstanding; or

                  (6) to secure the Securities pursuant to the provisions of
         Section 801(3) or otherwise; or

                  (7) to establish the form or terms of Securities of any series
         as permitted by Sections 201 and 301; or

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 611; or

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

SECTION 902.      Supplemental Indentures With Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Operating
Partnership and the Trustee, the Operating Partnership, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or reduce the amount of the
         principal of an Original Issue Discount Security or any other Security
         which would be due and payable upon a declaration of acceleration of
         the Maturity thereof pursuant to Section 502, or change any Place of
         Payment where, or the coin or currency in which, any Security or any
         premium or interest thereon is payable, or impair


                                      -46-
<PAGE>
         the right to institute suit for the enforcement of any such payment on
         or after the Stated Maturity thereof (or, in the case of redemption, on
         or after the Redemption Date), or

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

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1008, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby; provided, however, that this clause shall not be
         deemed to require the consent of any Holder with respect to changes in
         the references to "the Trustee" and concomitant changes in this Section
         and Section 1008, or the deletion of this proviso, in accordance with
         the requirements of Sections 611 and 901(8).

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

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

         The Operating Partnership may, but shall not be obligated to, fix a
record date for the purpose of determining the Persons entitled to consent to
any indenture supplemental hereto. If a record date is fixed, the Holders on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to consent to such supplemental indenture, whether or not such
Holders remain Holders after such record date; provided, that unless such
consent shall have become effective by virtue of the requisite percentage having
been obtained prior to the date which is 90 days after such record date, any
such consent previously given shall automatically and without further action by
any Holder be cancelled and of no further effect.

SECTION 903.      Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.


                                      -47-
<PAGE>
SECTION 904.      Effect of Supplemental Indentures.

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

SECTION 905.      Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 906.      Reference in Securities to Supplemental Indentures.

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

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.     Payment of Principal, Premium and Interest.

         The Operating Partnership covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the principal of and
any premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

SECTION 1002.     Maintenance of Office or Agency.

         The Operating Partnership will maintain in each Place of Payment for
any series of Securities an office or agency where Securities of that series may
be presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Operating Partnership in respect of the Securities of
that series and this Indenture may be served. The Operating Partnership will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Operating Partnership
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Operating Partnership hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

         The Operating Partnership may also from time to time designate one or
more other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided,


                                      -48-
<PAGE>
however, that no such designation or rescission shall in any manner relieve the
Operating Partnership of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes. The Operating
Partnership 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.

         With respect to any Global Security, and except as otherwise may be
specified for such Global Security as contemplated by Section 301, the Corporate
Trust Office of the Trustee shall be the Place of Payment where such Global
Security may be presented or surrendered for payment or for registration of
transfer or exchange, or where Successor Securities may be delivered in exchange
therefore, provided, however, that any such payment, presentation, surrender or
delivery effected pursuant to the Applicable Procedures of the Depositary for
such Global Security shall be deemed to have been effected at the Place of
Payment for such Global Security in accordance with the provisions of this
Indenture.

SECTION 1003.     Money for Securities Payments to Be Held in Trust.

         If the Operating Partnership shall at any time act as its own Paying
Agent with respect to any series of Securities, it will, on or before each due
date of the principal of or any premium or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

         Whenever the Operating Partnership shall have one or more Paying Agents
for any series of Securities, it will, prior to each due date of the principal
of or any premium or interest on any Securities of that series, deposit (or, if
the Operating Partnership has deposited any trust funds with a trustee pursuant
to Section 1304(1), cause such trustee to deposit) with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Operating
Partnership will promptly notify the Trustee of its action or failure so to act.

         The Operating Partnership will cause each Paying Agent for any series
of Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Operating Partnership (or any other
obligor upon the Securities of that series) in the making of any payment in
respect of the Securities of that series, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.

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


                                      -49-
<PAGE>
         Any money deposited with the Trustee or any Paying Agent, or then held
by the Operating Partnership, in trust for the payment of the principal of or
any premium or interest on any Security of any series and remaining unclaimed
for two years after such principal, premium or interest has become due and
payable shall be paid to the Operating Partnership on Operating Partnership
Request, or (if then held by the Operating Partnership) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Operating Partnership for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Operating Partnership as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Operating Partnership cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in New York, New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Operating Partnership.

SECTION 1004.     Statement by Officers as to Default.

         The Operating Partnership will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Operating Partnership ending after the
date hereof, an Officers' Certificate, stating whether or not to the best
knowledge of the signers thereof the Operating Partnership 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 Operating Partnership shall be in default,
specifying all such defaults and the nature and status thereof of which they may
have knowledge.

SECTION 1005.     Existence.

         Subject to Article Eight, the Operating Partnership will do or cause to
be done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Operating Partnership shall not be required to preserve any such right
or franchise if the Board of Trustees shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Operating
Partnership and that the loss thereof is not disadvantageous in any material
respect to the Holders of Outstanding Securities.

SECTION 1006.     Maintenance of Properties.

         The Operating Partnership will cause all properties used or useful in
the conduct of its business or the business of any Subsidiary to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Operating Partnership may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Operating
Partnership from discontinuing the operation or maintenance of any of such
properties if such discontinuance is, in the judgment of the Operating
Partnership, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Holders of
Outstanding Securities.


                                      -50-
<PAGE>
SECTION 1007.     Payment of Taxes and Other Claims.

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

SECTION 1008.     Insurance.

         The Operating Partnership will cause each of its properties and each of
the properties of its Subsidiaries which are of an insurable nature to be
insured against loss of damage with insurers of recognized responsibility, in
commercially reasonable amounts and types.

SECTION 1009.     Provision of Financial Information.

         Whether or not the Operating Partnership is subject to Section 13 or
Section 15(d) of the Exchange Act, the Operating Partnership will, to the extent
permitted under the Exchange Act, file with the Commission the annual reports,
quarterly reports and other documents that the Operating Partnership would have
been required to file with the Commission pursuant to Section 13 or Section
15(d) of the Exchange Act (the "Financial Statements") if the Operating
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
Operating Partnership would have been required so to file such documents if the
Operating Partnership were so subject.

         The Operating Partnership will also in any event (x) within 15 days of
each Required Filing Date (i) transmit by mail to all Holders, as their names
and addresses appear in the Security Register, without cost to such Holders,
copies of the annual reports and quarterly reports that the Operating
Partnership would have been required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act if the Operating Partnership
were subject to such Sections, and (ii) file with the Trustee copies of the
annual reports, quarterly reports and other documents that the Operating
Partnership would have been required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act if the Operating Partnership
were subject to such Sections and (y) if filing such documents by the Operating
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 1010.     Waiver of Certain Covenants.

         Except as otherwise specified as contemplated by Section 301 for
Securities of a specific series, the Operating Partnership may, with respect to
the Securities of any series, omit in any particular instance to comply with any
term, provision or condition set forth in any covenant provided pursuant to
Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such series,
in Article Eight, or in any of Sections 1005 through 1009, inclusive, if before
the time for


                                      -51-
<PAGE>
such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Operating
Partnership and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect.

SECTION 1011.     Calculation of Original Issue Discount.

         The Operating Partnership shall file with the Trustee promptly at the
end of each calendar year a written notice specifying the amount of original
issue discount (including daily rates and accrual periods) accrued on
Outstanding Securities as of the end of such year, but only if as of the end of
such year Securities issued at an original issue discount are then Outstanding.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.     Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.

SECTION 1102.     Election to Redeem; Notice to Trustee.

         The election of the Operating Partnership to redeem any Securities
shall be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 301 for such Securities. In case of any redemption at
the election of the Operating Partnership of less than all the Securities of any
series (including any such redemption affecting only a single Security), the
Operating Partnership shall, at least 60 days prior to the Redemption Date fixed
by the Operating Partnership (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee of such Redemption Date, of the principal
amount of Securities of such series to be redeemed and, if applicable, of the
tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Operating Partnership shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 1103.     Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum


                                      -52-
<PAGE>
authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

         The Trustee shall promptly notify the Operating Partnership in writing
of the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

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

SECTION 1104.     Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register, with a copy to the Trustee and any Paying Agent.

         All notices of redemption shall identify the Securities to be redeemed,
including CUSIP number, if any, and shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

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

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed and, if
         applicable, that interest thereon will cease to accrue on and after
         said date,

                  (5) the place or places where each such Security is to be
         surrendered for payment of the Redemption Price, and


                                      -53-
<PAGE>
                  (6) that the redemption is for a sinking fund, if such is the
         case.

         Notice of redemption of Securities to be redeemed at the election of
the Operating Partnership shall be given by the Operating Partnership or, at the
Operating Partnership's request made to the Trustee at least 35 days prior to
the Redemption Date, by the Trustee in the name and at the expense of the
Operating Partnership and shall be irrevocable.

SECTION 1105.     Deposit of Redemption Price.

         Prior to any Redemption Date, the Operating Partnership shall deposit
with the Trustee or with a Paying Agent (or, if the Operating Partnership is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.

SECTION 1106.     Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Operating Partnership shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Operating Partnership at the Redemption Price,
together with accrued interest to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated by Section 301, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

SECTION 1107.     Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Operating Partnership or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Operating Partnership and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the
Operating Partnership shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series and of like tenor, of any authorized denomination
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.


                                      -54-
<PAGE>
                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.     Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

SECTION 1202.     Satisfaction of Sinking Fund Payments with Securities.

         The Operating Partnership (1) may deliver Outstanding Securities of a
series (other than any previously called for redemption) and (2) may apply as a
credit Securities of a series which have been redeemed either at the election of
the Operating Partnership pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to any Securities of such series required to
be made pursuant to the terms of such Securities as and to the extent provided
for by the terms of such Securities; provided that the Securities to be so
credited have not been previously so credited. The Securities to be so credited
shall be received and credited for such purpose by the Trustee at the Redemption
Price, as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 1203.     Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
Securities, the Operating Partnership will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 nor more than 45 days prior to each such sinking
fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Operating Partnership in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.


                                      -55-
<PAGE>
                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.     Operating Partnership's Option to Effect Defeasance or
                  Covenant Defeasance.

         If applicable to a particular series of Securities, the Operating
Partnership may elect, at its option at any time, to have Section 1302 or
Section 1303 applied to any such series of Securities or any Securities of such
series, as the case may be, designated pursuant to Section 301 as being
defeasible pursuant to such Section 1302 or 1303, in accordance with any
applicable requirements provided pursuant to Section 301 and upon compliance
with the conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities.

SECTION 1302.     Defeasance and Discharge.

         Upon the Operating Partnership's exercise of its option (if any) to
have this Section applied to any applicable series of Securities or any
Securities of such series, as the case may be, the Operating Partnership shall
be deemed to have been discharged from its obligations with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called "Defeasance"). For this
purpose, such Defeasance means that the Operating Partnership shall be deemed to
have paid and discharged the entire indebtedness represented by such Securities
and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Operating Partnership, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 1304 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities when payments are due, (2) the
Operating Partnership's obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (4) this Article. Subject to
compliance with this Article, the Operating Partnership may exercise its option
(if any) to have this Section applied to any applicable Securities
notwithstanding the prior exercise of its option (if any) to have Section 1303
applied to such Securities.

SECTION 1303.     Covenant Defeasance.

         Upon the Operating Partnership's exercise of its option (if any) to
have this Section applied to any applicable series of Securities or any
Securities of such series, as the case may be, (1) the Operating Partnership
shall be released from its obligations under Section 801(3), Sections 1005
through 1009, inclusive, and any covenants provided pursuant to Section 301(18),
901(2) or 901(7) for the benefit of the Holders of such Securities and (2) the
occurrence of any event specified in Sections 501(4) (with respect to any of
Section 801(3), Sections 1005 through 1009, inclusive, and any such covenants
provided pursuant to Section 301(18), 901(2) or 901(7)), 501(5) and 501(8) shall
be deemed not to be or result in an Event of Default, in each case with respect
to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Operating Partnership may omit to comply with
and shall have no liability in respect of any term, condition or limitation set


                                      -56-
<PAGE>
forth in any such specified Section (to the extent so specified in the case of
Section 501(4)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 1304.     Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of Section
1302 or Section 1303 to any applicable series of Securities or any Securities of
such series, as the case may be:

                  (1) The Operating Partnership shall irrevocably have deposited
         or caused to be deposited with the Trustee (or another trustee which
         satisfies the requirements contemplated by Section 609 and agrees to
         comply with the provisions of this Article applicable to it) as trust
         funds in trust for the purpose of making the following payments,
         specifically pledged as security for, and dedicated solely to, the
         benefits of the Holders of such Securities, (A) money in an amount, or
         (B) U.S. Government Obligations which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         terms will provide, not later than one day before the due date of any
         payment, money in an amount, or (C) a combination thereof, in each case
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or any such other qualifying trustee) to pay
         and discharge, the principal of and any premium and interest on such
         Securities on the respective Stated Maturities, in accordance with the
         terms of this Indenture and such Securities. As used herein, "U.S.
         Government Obligation" means (x) any security which is (i) a direct
         obligation of the United States of America for the payment of which the
         full faith and credit of the United States of America is pledged or
         (ii) an obligation of a Person controlled or supervised by and acting
         as an agency or instrumentality of the United States of America the
         payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case (i) or (ii), is not callable or redeemable at the option of the
         issuer thereof, and (y) any depositary receipt issued by a bank (as
         defined in Section 3(a)(2) of the Securities Act) as custodian with
         respect to any U.S. Government Obligation which is specified in Clause
         (x) above and held by such bank for the account of the holder of such
         depositary receipt, or with respect to any specific payment of
         principal of or interest on any U.S. Government Obligation which is so
         specified and held, provided that (except as required by law) such
         custodian is not authorized to make any deduction from the amount
         payable to the holder of such depositary receipt from any amount
         received by the custodian in respect of the U.S. Government Obligation
         or the specific payment of principal or interest evidenced by such
         depositary receipt.

                  (2) In the event of an election to have Section 1302 apply to
         any applicable series of Securities or any Securities of such series,
         as the case may be, the Operating Partnership shall have delivered to
         the Trustee an Opinion of Counsel stating that (A) the Operating
         Partnership has received from, or there has been published by, the
         Internal Revenue Service a ruling or (B) since the date of this
         instrument, there has been a change in the applicable Federal income
         tax law, in either case (A) or (B) to the effect that, and based
         thereon such opinion shall confirm that, the Holders of such Securities
         will not recognize gain or loss for Federal income tax purposes as a
         result of the deposit,


                                      -57-
<PAGE>
         Defeasance and discharge to be effected with respect to such Securities
         and will be subject to Federal income tax on the same amount, in the
         same manner and at the same times as would be the case if such deposit,
         Defeasance and discharge were not to occur.

                  (3) In the event of an election to have Section 1303 apply to
         any applicable series of Securities or any Securities of such series,
         as the case may be, the Operating Partnership shall have delivered to
         the Trustee an Opinion of Counsel to the effect that the Holders of
         such Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit and Covenant Defeasance to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit and Covenant Defeasance were not
         to occur.

                  (4) The Operating Partnership shall have delivered to the
         Trustee an Officers' Certificate to the effect that neither such
         Securities nor any other Securities of the same series, if then listed
         on any securities exchange, will be delisted as a result of such
         deposit.

                  (5) No event which is, or after notice or lapse of time or
         both would become, an Event of Default with respect to such Securities
         or any other Securities shall have occurred and be continuing at the
         time of such deposit or, with regard to any such event specified in
         Sections 501(6) and (7), at any time on or prior to the 90th day after
         the date of such deposit (it being understood that this condition shall
         not be deemed satisfied until after such 90th day).

                  (6) Such Defeasance or Covenant Defeasance shall not cause the
         Trustee to have a conflicting interest within the meaning of the Trust
         Indenture Act (assuming all Securities are in default within the
         meaning of such Act).

                  (7) Such Defeasance or Covenant Defeasance shall not result in
         a breach or violation of, or constitute a default under, any other
         agreement or instrument to which the Operating Partnership is a party
         or by which it is bound.

                  (8) Such Defeasance or Covenant Defeasance shall not result in
         the trust arising from such deposit constituting an investment company
         within the meaning of the Investment Company Act unless such trust
         shall be registered under such Act or exempt from registration
         thereunder.

                  (9) The Operating Partnership shall have delivered to the
         Trustee an Officers' Certificate and an Opinion of Counsel, each
         stating that all conditions precedent with respect to such Defeasance
         or Covenant Defeasance have been complied with.

SECTION 1305.     Deposited Money and U.S. Government Obligations to Be Held in
                  Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of


                                      -58-
<PAGE>
any Securities shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Securities and this Indenture, to the payment,
either directly or through any such Paying Agent (including the Operating
Partnership acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in respect
of principal and any premium and interest, but money so held in trust need not
be segregated from other funds except to the extent required by law.

         The Operating Partnership shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1304 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Operating Partnership from time to time upon
Operating Partnership Request any money or U.S. Government Obligations held by
it as provided in Section 1304 with respect to any Securities which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

SECTION 1306.     Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Operating Partnership has been
discharged or released pursuant to Section 1302 or 1303 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 1305 with respect
to such Securities in accordance with this Article; provided, however, that if
the Operating Partnership makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Operating Partnership shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.


                                      -59-
<PAGE>
         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed an original, but all such counterparts shall
together constitute but one and the same instrument.

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

                                                     VORNADO REALTY L.P.


                                                     By: VORNADO REALTY TRUST,
                                                     its general partner


                                                     By: /s/ Steven Roth
                                                     -------------------


[seal]


Attest:


/s/ Joseph Macnow
------------------

                                                     THE BANK OF NEW YORK
                                                          Trustee:


                                                     By: /s/ Marie Tromboli
                                                     ----------------------

[seal]


Attest:


/s/ Dorothy Miller
------------------




                                      -60-
<PAGE>
STATE OF NEW YORK                )
                                 ) ss.:
COUNTY OF NEW YORK               )


         On the 20th day of June 2002, before me personally came Steven Roth to
me known, who, being by me duly sworn, did depose and say that he is Chair and
CEO of Vornado Realty Trust, a Maryland real estate investment trust described
in and which executed the foregoing instrument; that he knows the seal of said
trust; that the seal affixed to said instrument is such seal; that it was so
affixed by authority of the Board of Trustees of said trust; and that he signed
his name thereto by like authority.


         Beatrice A. Maldonado                                [seal]
         Notary Public, State of New York
         No. 01MA6017525
         Qualified in New York County
         Commission Expires on December 14, 2002

                                                          /s/ Beatrice Maldonado
                                                          ----------------------





STATE OF NEW YORK                )
                                 ) ss.:
COUNTY OF NEW YORK               )


         On the 24th day of June before me personally came Marie E. Trimboli, to
me known, who, being by me duly sworn, did depose and say that he is Assistant
Vice President of The Bank of New York, a corporation described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.


                                                             /s/ Joann Labarbera
                                                             -------------------

                                                                          [seal]
                                                Notary Public, State of New York
                                                                 No. 01la5023752
                                                 Qualified in Westchester County
                                         Commission Expires on February 14, 2006


                                      -61-