<PAGE>   1
                                                                     EXHIBIT 4.7

     THIS MOPPRS HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAW, NEITHER THIS MOPPRS
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION. THIS MOPPRS IS ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM
DENOMINATIONS OF $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.

     THE HOLDER OF THIS MOPPRS BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS MOPPRS (OR ANY PREDECESSOR OF THIS MOPPRS), ONLY (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THIS MOPPRS IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT IS PURCHASING FOR
ITS OWN ACCOUNT OR FOR AN ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D)
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(A)(1),(2),(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THIS MOPPRS FOR ITS OWN ACCOUNT OR FOR AN ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, OR AS FIDUCIARY FOR THE ACCOUNT OF ONE OR MORE TRUSTS, EACH
OF WHICH IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(A)(7)(OF RULE 501 UNDER THE SECURITIES ACT, FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT UPON THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, SUBJECT IN
EACH OF THE FOREGOING CASES, TO A CERTIFICATION OF ASSIGNMENT IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS MOPPRS BEING COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE COMPANY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER HEREOF AFTER THE RESALE RESTRICTION TERMINATION DATE.

     THE HOLDER OF THIS MOPPRS BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY
THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE MOPPRS.

     UNLESS THIS MOPPRS IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC")(55 WATER STREET, NEW YORK, NEW YORK) TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE
<PAGE>   2
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

No. 001                                                                PRINCIPAL
CUSIP NO.: 268766 AN 2                                      AMOUNT: $200,000,000

                       EOP OPERATING LIMITED PARTNERSHIP

         6.376% Mandatory Par Put Remarketed Securities(SM) ("MOPPRS(SM)")
                             due February 15, 2012

ORIGINAL ISSUE DATE:             INTEREST RATE             STATED MATURITY DATE:
February 18, 1998                TO REMARKETING              February 15, 2012
                                 DATE: 6.376%

REMARKETING DATE:                INTEREST RATE
February 15, 2002                TO MATURITY:              To be determined as
                                                           provided herein and
                                                           set forth in the
                                                           records of the
                                                           Trustee

AUTHORIZED DENOMINATION:                    INTEREST PAYMENT DATE(S):
$100,000 and integral multiples             February 15 and August 15
of $1,000 in excess thereof

     EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the
"Company"), which term includes any successor under the Indenture hereinafter
referred to, for value received, hereby promises to pay Cede & Co., a nominee of
the Depository Trust Company ("DTC"), or its registered assigns, the principal
amount of Two Hundred Million Dollars ($200,000,000), on the Stated Maturity
Dates specified above (or any earlier redemption date or repurchase date) (each
such Stated Maturity Date, redemption date or repurchase date being hereinafter
referred to as the "Maturity Date" with respect to the principal repayable on
such date) and to pay interest thereon (and on any overdue principal, premium
and/or interest to the extent legally enforceable) at the Interest Rate per
annum specified above to February 15, 2002 (the "Remarketing Date"), and
thereafter, subject to the terms and conditions set forth herein, at the
Interest Rate determined by the Remarketing Dealer (as defined below) in
accordance with the procedures set forth below (the "Interest Rate to
Maturity)", until the principal hereof is paid or duly made available for
payment. The Company will pay interest in arrears on each Interest Payment Date,
if any, specified above (each, an "Interest Payment Date"), commencing

_________________

"Mandatory Par Put Remarketed Securities(SM)" and "MOPPRS(SM)" are service marks
owned by Merrill Lynch & Co., Inc.
<PAGE>   3
with the first Interest Payment Date next succeeding the Original Issue Date
specified above, and on the Maturity Date. Interest on this MOPPRS will be
computed on the basis of a 360-day year of twelve 30-day months.

     If, pursuant to the Remarketing Agreement, dated as of the date hereof (the
"Remarketing Agreement"), between Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as Remarketing Dealer (the "Remarketing Dealer"), and the Company,
the Remarketing Dealer elects to remarket the MOPPRS, then, except as otherwise
set forth herein, (i) this MOPPRS shall be subject to mandatory tender to the
Remarketing Dealer for remarketing on the Remarketing Date, on the terms and
subject to the conditions set forth herein, and (ii) on and after the
Remarketing Date, this MOPPRS shall bear interest at the Interest Rate to
Maturity determined by the Remarketing Dealer in accordance with the procedures
set forth in Section 3 herein. the Remarketing Dealer's duties set forth herein
shall be performed pursuant to the Remarketing Agreement.

     Interest on this MOPPRS will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date, if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Maturity Date, as the case may be. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, subject
to certain exceptions described herein, be paid to the person in whose name this
MOPPRS (or one or more predecessor MOPPRS) is registered at the close of
business on the fifteenth calendar day (whether or not a Business Day, as
defined below) immediately preceding such Interest Payment Date (the "Record
Date"). Any such interest not so punctually paid or duly provided for on any
Interest Payment Date other than the Maturity Date ("Defaulted Interest") shall
forthwith cease to be payable to the Holder on any Record Date, and, instead,
shall be paid to the person in whose name this MOPPRS is registered at the close
of business on a special record date (the "Special Record Date") for the payment
of such Defaulted Interest to be fixed by the Trustee hereinafter referred to,
notice whereof shall be given to the Holder of this MOPPRS by the Trustee not
less than 10 calendar days prior to such Special Record Date or may be paid at
any time in any other lawful manner, all as more fully provided for in the
Indenture.

     Payment of principal and premium, if any, in respect of this MOPPRS due on
the Maturity Date will be made in immediately available funds upon presentation
and surrender of the MOPPRS at the office or agency maintained by the Company
for that purpose in Boston, Massachusetts with a drop facility maintained in New
York, New York. The Company hereby initially designates the Corporate Trust
Office of the Trustee in Boston, Massachusetts as the office to maintained by it
where MOPPRS may be presented for payment, registration of transfer, or exchange
and where notices or demands to or upon the Company in respect of the MOPPRS or
the Indenture referred to on the reverse hereof may be served. Payment of
interest due on any Interest Payment Date will be made at the aforementioned
office or agency maintained by the company or, at the option of the Company, by
check mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided, however,
that a Holder of U.S.$10,000,000 or more in aggregate principal amount of MOPPRS
(whether having identical or different terms and provisions) will be entitled to
receive interest payments on such Interest Payment Date by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee not less than 15 calendar days prior to such
Interest Payment Date. Any such wire transfer instructions received by the
Trustee shall remain in effect until revoked by such Holder. Notwithstanding the
foregoing or any provision hereof, if this MOPPRS is a global security (as
evidenced by the legend first set forth above and provided in the Indenture),
and is held in book-entry form through the facilities of DTC, payments on this
MOPPRS will


                                       3
<PAGE>   4
be made to DTC or its nominee in accordance with the arrangements then in
effect between the Trustee and DTC.

     If any Interest Payment Date or Maturity Date falls on a day that is not a
Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force
and effect as if it were made on the date such payment was due, and no interest
shall accrue with respect to such payment for the period from and after such
Interest Payment Date or the Maturity Date, as the case may be, to the date of
such payment on the next succeeding Business Day.

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

     The Company is obligated to make all payments of principal, premium, if
any, and interest in respect of this MOPPRS in such coin or currency of the
United States of America as at the time of such payment is legal tender for the
payment of public and private debts in the United States of America.

     Reference is hereby made to the further provisions of this MOPPRS set
forth on the reverse hereof, which further provisions shall have the same force
and effect as if set forth on the face hereof.

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

<PAGE>   5
     IN WITNESS WHEREOF, EOP OPERATING LIMITED PARTNERSHIP has caused this
MOPPRS to be duly executed by one of its duly authorized officers.

Dated: February 18, 1998            EOP OPERATING LIMITED PARTNERSHIP,
                                       as Issuer


                                    By:   EQUITY OFFICE PROPERTIES TRUST,
                                          not individually but as
                                          General Partner


                                    By:   /s/ Timothy H. Callahan
                                          ----------------------------
                                          Timothy H. Callahan
                                   Its:   President and Chief Executive Officer



                             and    By:   /s/ Richard D. Kincaid
                                          ----------------------------
                                          Richard D. Kincaid
                                   Its:   Chief Financial Officer

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


Dated: February 18, 1998            STATE STREET BANK AND TRUST COMPANY,
                                       as Trustee


                                    By:   /s/ Donald E. Smith
                                          ----------------------------
                                          Authorized Officer

<PAGE>   6
                            [REVERSE OF CERTIFICATE]

                       EOP OPERATING LIMITED PARTNERSHIP

         6.376% MandatOry Par Put Remarketed SecuritiesSM ("MOPPRSSM")
                             due February 15, 2012

     1.   Indenture. (a) This MOPPRS is one of a duly authorized series of Debt
Securities (the "Debt Securities") of the Company issued and to be issued under
an Indenture, dated as of September 2, 1997, as amended or supplemented (the
"Indenture"), between the Company and State Street Bank and Trust Company, as
Trustee (the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the company, the Trustee and the
Holders of the Debt Securities, and of the terms upon which the Debt Securities
are, and are to be, authenticated and delivered. This security is one of the
series of Debt Securities designated as "6.376% MandatOry par Put Remarketed
SecuritiesSM due February 15, 2012" ("MOPPRSSM"), which MOPPRS are limited to
$250,000,000 aggregate principal amount. All terms used but not defined in this
MOPPRS shall have the meanings assigned to such terms in the Indenture. Except
where the context otherwise requires, all references in this MOPPRS to "this
MOPPRS", "this Security", "herein" or "hereof" or similar terms shall include
the Indenture.

     (b)  The MOPPRS are issuable only in registered form without coupons in
minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in
excess thereof.

     (c)  This MOPPRS will not be subject to any sinking fund and will not be
repayable at the option of the Holder hereof prior to the Stated Maturity Date.

     2.   Mandatory Tender. Provided that on a Business Day not later than five
Business Days prior to the Remarketing Date the Remarketing Dealer notifies the
Company and the Trustee of its election to purchase the MOPPRS on the
Remarketing Date for remarketing (the "Notification Date"), this MOPPRS shall
be subject to mandatory tender to the Remarketing Dealer, and the Remarketing
Dealer shall be obligated to purchase the MOPPRS, for remarketing on the
Remarketing Date, subject in each case to the conditions described herein and
set forth in theRemarketing Agreement. The purchase price for the tendered
MOPPRS shall equal 100% of the principal amount thereof. From and after the
Remarketing Date, the MOPPRS shall bear interest at the Interest Rate to
Maturity determined pursuant to Section 3 hereof. If the Remarketing Dealer
elects to remarket the MOPPRS, the obligation of the Remarketing Dealer to
purchase this MOPPRS on the Remarketing Date is subject to the conditions
specified in Section 8 of the Remarketing Agreement. If for any reason the
Remarketing Dealer does not purchase all tendered MOPPRS on the Remarketing
Date, the Company shall be required to repurchase from the Beneficial owners
thereof, and the Beneficial Owners will be required to sell to the Company, all
the MOPPRS at a price equal to the principal amount thereof plus all accrued
and unpaid interest, if any, on the MOPPRS to the Remarketing Date as provided
in Section 4 hereof.
<PAGE>   7
     "Beneficial Owner" shall mean each person who acquires an interest in the
MOPPRS which is reflected on the records of the DTC through its participants.

     3.    Determination of Interest Rate to Maturity. (a) Subject to the
Remarketing Dealer's election to remarket the MOPPRS as provided in Section 2
hereof and the Remarketing Agreement, the Interest Rate to Maturity shall be
determined by the Remarketing Dealer by 3:30 p.m., New York City time, on and as
of the third Business Day immediately preceding the Remarketing Date (the
"Determination Date") to the nearest one hundred-thousandth (0.00001) of one
percent per annum, and will be equal to the sum of 5.488% (the "Base Rate") plus
the Applicable Spread, which will be based on the Dollar Price of the MOPPRS.

     The "Applicable Spread" will be the lowest bid indication, expressed as a
spread (in the form of a percentage or in basis points) above the Base Rate,
obtained by the Remarketing Dealer on the Determination Date from the bids
quoted by five Reference Corporate Dealers for the full aggregate principal
amount of the MOPPRS at the Dollar Price, but assuming (i) an issue date equal
to the Remarketing Date, with settlement on such date without accrued interest,
(ii) a maturity date equal to the Stated Maturity Date of the MOPPRS, and (iii)
a stated annual interest rate, payable semiannually on each Interest Payment
Date, equal to the Base Rate plus the spread bid by the applicable Reference
Corporate Dealer. If fewer than five Reference Corporate Dealers bid as
described above, then the Applicable Spread shall be the lowest of such bid
indications obtained as described above. The Interest Rate to Maturity announced
by the Remarketing Dealer, absent manifest error, shall be binding and
conclusive upon the Beneficial Owners and Holders of the MOPPRS, the Company and
the Trustee.

     "Dollar Price" means, with respect to the MOPPRS, the present value, as of
the Remarketing Date, of the Remaining Scheduled Payments discounted to the
Remarketing Date, on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months), at the Treasury Rate.

     "Reference Corporate Dealers" means leading dealers of publicly traded debt
securities of the Company in the City of New York (which may include the
Remarketing Dealer or one of its affiliates) selected by the Remarketing Dealer.

     "Treasury Rate" means, with respect to the Remarketing Date, the rate per
annum equal to the semiannual equivalent yield to maturity or interpolated (on a
day count basis) yield to maturity of the Comparable Treasury Issues, assuming a
price for the Comparable Treasury Issues (expressed as a percentage of its
principal amount), equal to the Comparable Treasury Price for the Remarketing
Date.

     "Comparable Treasury Issues" means the United States Treasury security or
securities selected by the Remarketing Dealer as having an actual or
interpolated maturity or maturities comparable to the remaining term of the
MOPPRS being purchased.

                                       7
<PAGE>   8
     "Comparable Treasury Price" means, with respect to the Remarketing Date,
(a) the offer prices for the Comparable Treasury Issues (expressed in each case
as a percentage of its principal amount) on the Determination Date, as set
forth on "Telerate page 500" (or such other page as may replace Telerate Page
500), or (b) if such page (or any successor page) is not displayed or does not
contain such offer prices on the Determination Date, (i) the average of the
Reference Treasury Dealer Quotations for the Remarketing Date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if
the Remarketing Dealer obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations,
"Telerate Page 500" means the display designated as "Telerate page 500" on Dow
Jones markets Limited (or such other page as may replace Telerate page 500 on
such service) or such other service displaying the offer prices specified in
(a) above as may replace Dow Jones markets Limited.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and the Remarketing Date, the offer prices for the
Comparable Treasury issues (expressed in each case as a percentage of its
principal amount) quoted to the Remarketing Dealer by such Reference Treasury
Dealer by 3:30 p.m., New York City time, on the Determination Date.

     "Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated and Salomon Brothers Inc. and
their respective successors; provided, however, that if any of the foregoing or
their affiliates shall cease to be a primary U.S. Government securities dealer
in The City of New York (a "Primary Treasury Dealer"), the Remarketing Dealer
shall substitute therefor another Primary Treasury Dealer.

     "Remaining Scheduled Payments" means, with respect to the MOPPRS, the
remaining scheduled payments of the principal thereof and interest thereon,
calculated at the Base Rate only, that would be due after the Remarketing Date
to and including the Stated Maturity Date; provided, however, that if the
Remarketing Date is not an Interest Payment Date with respect to the MOPPRS,
the amount of the next succeeding scheduled interest payment thereon,
calculated at the Base Rate only, will be reduced by the amount of interest
accrued thereon, calculated at the Base Rate only, to the Remarketing Date.

     (b) Provided that the Remarketing Dealer has previously notified the
Company and the Trustee on the Notification Date of its intention to purchase
all tenders MOPPRS on the Remarketing Date, the Remarketing Dealer will notify
the Company, the Trustee and DTC by telephone, confirmed in writing (which may
include facsimile or other electronic transmission), by 4:00 p.m., New York
City time, on the Determination Date, of the Interest Rate to maturity. All of
the tendered MOPPRS shall be automatically delivered to the account of the
Trustee, by book-entry through DTC pending payment of the purchase price
therefor, on the Remarketing Date.

     In the event that the Remarketing Dealer purchases the tendered MOPPRS on
the Remarketing Date, the Remarketing Dealer shall make or cause the Trustee to
make payment (from monies deposited with it by the Remarketing Dealer or the
Company) to
<PAGE>   9
the DTC Participant of each tendering Beneficial Owner of MOPPRS, by book-entry
through DTC by the close of business on the Remarketing Date against delivery
through DTC of such Beneficial Owner's tendered MOPPRS, of 100% of the
principal amount of the tendered MOPPRS that have been purchased for
remarketing by the Remarketing Dealer. If the Remarketing Dealer does not
purchase all of the MOPPRS on the Remarketing Date, it shall be the obligation
of the Company to make or cause to be made such payment for the MOPPRS, as
provided in Section 4 hereof. In any case, the Company shall make or cause the
Trustee to make payment of interest to each Beneficial Owner of MOPPRS due on
the Remarketing Date by book-entry through DTC by the close of business on the
Remarketing Date.

     "DTC Participant" shall mean any person that has an account with DTC
through which Beneficial Owner's acquire, directly or indirectly, an interest
in the MOPPRS.

     The transactions set forth in this Section shall be executed on the
Remarketing Date through DTC in accordance with the procedures of DTC, and the
accounts of the representative DTC participants will be debited and credited
and the MOPPRS delivered by book entry as necessary to effect the purchases and
sales thereof.

     Transactions involving the sale and purchase of MOPPRS remarketed by the
Remarketing Dealer on and after the Remarketing Date shall settle in
immediately available funds through DTC's Same-Day Funds Settlement System.

     The tender and settlement procedures set forth above, including provisions
for payment by purchasers of MOPPRS in the remarketing or for payment to
selling Beneficial owners of tendered MOPPRS, may be modified to the extent
required by DTC or to the extent required to facilitate the tender and
remarketing of MOPPRS in certificated form, if the book-entry system is no
longer available for the MOPPRS at the time of the remarketing. In addition,
the Remarketing Dealer may, in accordance with the terms of the Indenture,
modify the tender and settlement procedures set forth above in order to
facilitate the tender and settlement process.

     As long as DTC's nominee holds the certificates representing any MOPPRS in
the book-entry system of DTC, no certificates for such MOPPRS will be delivered
by any selling Beneficial Owner to reflect any transfer of such MOPPRS effected
in the remarketing.,

     (c)  Notwithstanding any provision herein to the contrary, upon the
occurrence of any event as specified in Section 11(b) of the Remarketing
Agreement, the Remarketing Dealer, in its sole discretion at any time between
the Determination Date and 3:30 p.m., New York City time, on the Business Day
immediately preceding the Remarketing Date, may elect to purchase the MOPPRS
for remarketing and determine a new Interest Rate to Maturity in the manner
provided in Section 3(a) hereof, except that for purposes of determining the
new Interest Rate to maturity pursuant to this paragraph, the Determination
Date referred to therein shall be the date of such election and
redetermination. The Remarketing Dealer shall notify the Company, the Trustee
and DTC by telephone, confirmed in writing (which may include facsimile or
other electronic transmission), by 4:00 p.m., New York City time, on the date
of such election, of the


                                       9
<PAGE>   10
new Interest Rate to Maturity applicable to the MOPPRS. Thereupon, such new
Interest Rate to Maturity shall supersede and replace any Interest Rate to
Maturity previously determined by the Remarketing Dealer and, absent manifest
error, shall be binding and conclusive upon the record and Beneficial Owners
and Holders of the MOPPRS or after the Remarketing Date, the Company and the
Trustee.

     4. Repurchase. In the event that (i) the Remarketing Dealer for any reason
does not notify the Company of the Interest Rate to Maturity by 4:00 p.m., New
York City time, on the Determination Date, or (ii) prior to the Remarketing
Date, the Remarketing Dealer has resigned and no successor has been appointed on
or before the Determination Date, or (iii) any event or failure of conditions as
set forth in Section 8 and Section 11 of the Remarketing Agreement shall have
occurred at any time after the Remarketing Dealer elects on the Notification
Date to remarket the MOPPRS, or (iv) the Remarketing Dealer for any reason does
not elect to purchase the MOPPRS for remarketing on the Remarketing Date, or (v)
the Remarketing Dealer for any reason does not purchase all tendered MOPPRS on
the Remarketing Date, the Company shall repurchase all the MOPPRS as a whole on
the Remarketing Date at a price equal to 100% of the principal amount of the
MOPPRS plus all accrued and unpaid interest, if any, on the MOPPRS to the
Remarketing Date. In any such case, payment will be made by the Company through
the Trustee to the DTC Participant of each tendering Beneficial Owner of MOPPRS,
by book entry through DTC by the close of business on the Remarketing Date
against delivery through DTC of such Beneficial Owner's tendered MOPPRS.

     5. Redemption. If the Remarketing Dealer elects to remarket the MOPPRS on
the Remarketing Date, the MOPPRS shall be subject to redemption at the option of
the Company from the Remarketing Dealer, as a whole but not in part, as set
forth in this Section. The Company shall notify the Remarketing Dealer, and the
Trustee, not later than the Business Day immediately preceding the Determination
Date, if the Company irrevocably elects to exercise its right to redeem the
MOPPRS, in whole but not in part, from the Remarketing Dealer on the Remarketing
Date at the Optional Redemption Price. If the Company so elects, it shall redeem
the MOPPRS by payment to the Remarketing Dealer as provided in the Remarketing
Agreement.

     The "Optional Redemption Price" shall be greater of (i) 100% of the
principal amount of the MOPPRS and (ii) the sum of the present values of the
Remaining Scheduled Payments thereon, as determined by the Remarketing Dealer,
discounted to the Remarketing Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate, plus in either
case accrued and unpaid interest from the Remarketing Date on the principal
amount being redeemed to the date of redemption. If the Company elects of redeem
the MOPPRS, it shall pay such Optional Redemption Price in same-day funds by
wire transfer to an account designated by the Remarketing Dealer on the
Remarketing Date.

     6. Effect of Events of Default. If any Event of Default, as defined in the
Indenture, shall occur and be continuing, the principal of this MOPPRS may, and
in certain cases shall, be accelerated in the manner and with the effect
provided in the indenture.


                                       10
<PAGE>   11
     7.   Defeasance.  The Indenture contains provisions for defeasance of (i)
the entire indebtedness of certain Debt Securities or (ii) certain covenants and
Events of Default with respect to the Debt Securities, in each case upon
compliance with certain conditions set forth therein. Except as otherwise
permitted herein and in the Remarketing Agreement, prior to the Remarketing
Date, neither the Company nor any of its subsidiaries or affiliates shall
defease, purchase or otherwise acquire, or enter into any agreement to defease,
purchase or otherwise acquire, any of the MOPPRS prior to the remarketing
thereof by the Remarketing Dealer; provided, however, that the provisions in
Article Fourteen of the Indenture relating to covenant defeasance shall apply to
the MOPPRS at all times.

     8.   Maintenance in Book-Entry Form.  Notwithstanding any provision to the
contrary set forth in the Indenture, the Company (i) shall use its reasonable
best efforts to maintain the MOPPRS in book-entry form with DTC or any successor
thereto and to appoint a successor depositary to the extent necessary to
maintain the MOPPRS in book-entry form, and (ii) waives any discretionary right
it otherwise has under the Indenture to cause the MOPPRS to be issued in
certificated form.

     9.   Tax treatment.  Each Holder and Beneficial Owner of this MOPPRS or
any interest therein prior tot he remarketing on the Remarketing Date, by its
purchase of this MOPPRS or any interest therein, agrees to treat this MOPPRS as
maturing on the Remarketing Date for United States federal income tax purposes.

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

    11.   Obligation to Pay Principal, premium, if any, and Interest.  No
reference herein to the Indenture and no provision of this MOPPRS or of the
Indenture shall alter and impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium. if any, and interest in
respect of this MOPPRS at the times, places and rate formula, and in the manner
and coin currency, herein prescribed.


                                       11
<PAGE>   12
     12.  Transfer and Exchange.  As provided in the Indenture and subject to
certain limitations therein and herein set forth, the transfer of this MOPPRS
is registrable in the Security Register of the Company upon surrender of this
MOPPRS for registration of transfer at the office or agency of the Company in
any place where the principal hereof and any premium or interest hereon are
payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or by his attorney duly authorized in writing, and
thereupon one or more new MOPPRS having the same terms and provisions, of
authorized denominations and for the same aggregate principal amount, will be
issued by the Company to the designated transferee or transferees.

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

     No service charge shall be made for any such registration of transfer or
exchange, but the Company 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 MOPPRS for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this MOPPRS be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary, except as required by law.

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

     14.  Registration Rights Agreement.  The Holder of this MOPPRS is entitled
to the benefits of and is subject to the obligations contained in a
Registration Rights Agreement (the "Registration Rights Agreement") (subject to
the provisions thereof), dated as of February 18, 1998, between the Company and
the Initial Purchasers, as defined in the Registration Rights Agreement. The
Company shall pay Liquidated Damages to the Holder of this MOPPRS as provided
in the Registration Rights Agreement.

     15.  Liquidated Damages.  Whenever in this MOPPRS there is a reference, in
any context, to the payment of the principal of, premium, if any, or interests
on, or in respect of, the MOPPRS, such mention shall be deemed to include
mention of the payment Liquidated Damages payable as described above to the
extent that, in such context, Liquidated Damages are, were or would be payable
in respect of the Note and express mention of the payment of Liquidated Damages
in any provisions of this MOPPRS


                                       12
<PAGE>   13
shall not be construed as excluding Liquidated Damages in those provisions of
this MOPPRS were such express mention is not made.

     16. Governing Law. The Indenture and this MOPPRS shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to conflict of law principles.
<PAGE>   14
                                 ABBREVIATIONS

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

TEN COM - as tenants in common
UNIF GIFT MIN ACT - ________ Custodian __________
                     (Cust)             (minor)
                 under Uniform Gifts to Minors Act


                         _________________ (State)

TENENT - as tenants by the entireties
JT TEN - as joint tenants with right
         of survivorship and not as
         tenants in common


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

                              ___________________

                                   ASSIGNMENT


FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s)
unto

PLEASE INSERT SOCIAL SECURITY OR
             OTHER
IDENTIFYING NUMBER OF ASSIGNEE


_____________________________________


________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)


_______________________________________ this MOPPRS and all rights thereunder
hereby irrevocably constituting and appointing


_______________________________________ Attorney to transfer this MOPPRS on the
books of the Trustee, with full power of substitution in the premises.


Dated: ____________                _________________________________________

                                   _________________________________________

                                   Notice: The signature(s) on this Assignment
                                   must correspond with the name(s) written upon
                                   the face of this MOPPRS in every particular,
                                   without alteration or enlargement or any
                                   change whatsoever.