Exhibit 4.1



                 LIBERTY PROPERTY LIMITED PARTNERSHIP
                                ISSUER

                                  TO

                   THE FIRST NATIONAL BANK OF CHICAGO
                               TRUSTEE

                      THIRD SUPPLEMENTAL INDENTURE

                       DATED AS OF APRIL 20, 1999


                      7.75% SENIOR NOTES DUE 2009


                        SUPPLEMENT TO INDENTURE,
                DATED AS OF OCTOBER 24, 1997, BETWEEN
               LIBERTY PROPERTY LIMITED PARTNERSHIP AND
                  THE FIRST NATIONAL BANK OF CHICAGO

     THIRD SUPPLEMENTAL INDENTURE, dated as of April 20, 1999, between
LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership
(the "Company"), having its principal offices at 65 Valley Stream
Parkway, Malvern, Pennsylvania 19355, and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association organized under the laws of the
United States of America, as trustee (the "Trustee"), having its
Corporate Trust Office at One First National Plaza, Suite 0126, Chicago,
Illinois 60670-0126.

                                 RECITALS

     WHEREAS, the Company executed and delivered its Indenture (the
"Original Indenture"), dated as of October 24, 1997, to the Trustee to
issue from time to time for its lawful purposes debt securities
evidencing its unsecured indebtedness.

     WHEREAS, the Original Indenture provides that by means of a
supplemental indenture, the Company may create one or more series of its
debt securities and establish the form and terms and conditions thereof.

     WHEREAS, the Company intends by this Third Supplemental Indenture
to (i) create a series of debt securities to be issued from time to time
in an unlimited principal amount entitled "Liberty Property Limited
Partnership 7.75% Senior Notes due 2009" (the "Notes"); and (ii)
establish the forms and the terms and conditions of such Notes.

     WHEREAS, the Board of Trustees of Liberty Property Trust (the
"Trust"), the general partner of the Company, has approved the creation
of the Notes and the form, terms and conditions thereof.

     WHEREAS, the consent of Holders to the execution and delivery of
this Third Supplemental Indenture is not required, and all other actions
required to be taken under the Original Indenture with respect to this
Third Supplemental Indenture have been taken.

     NOW, THEREFORE IT IS AGREED:

                              ARTICLE ONE
                 Definitions, Creation, Form and Terms and
                    Conditions of the Debt Securities

     SECTION 1.01	Definitions.  Capitalized terms used in this Third
Supplemental Indenture and not otherwise defined shall have the meanings
ascribed to them in the Original Indenture.  In addition, the following
terms shall have the following meanings to be equally applicable to both
the singular and the plural forms of the terms defined:

     "Closing Date" means April 20, 1999.

     "Global Note" means a single fully-registered global note in book
entry form, without coupons, substantially in the form of Exhibit A
attached hereto.

     "Indenture" means the Original Indenture as supplemented by this
Third Supplemental Indenture.

     "Intercompany Debt" means Debt to which the only parties are the
Trust, any of its subsidiaries, the Company and any Subsidiary, or Debt
owed to the Trust arising from routine cash management practices, but
only so long as such Debt is held solely by any of the Trust, any of its
subsidiaries, the Company and any Subsidiary.

     SECTION 1.02  Creation of the Debt Securities.  In accordance with
Section 301 of the Original Indenture, the Company hereby creates the
Notes as a separate series of its debt securities issued pursuant to the
Indenture.  The Notes shall be issued in an aggregate principal amount
initially limited to $250,000,000.

     The Company may issue, in addition to the Notes originally issued
on the Closing Date, additional Notes.  The Notes originally issued on
the Closing Date and any additional Notes originally issued subsequent
to the Closing Date shall be a single series for all purposes under the
Indenture.

     SECTION 1.03  Form of the Debt Securities.  The Notes will be
represented by one or more fully-registered global notes in book-entry
form, without coupons, registered in the name of the nominee of DTC. The
Notes shall be in the form of Exhibit A attached hereto.  So long as
DTC, or its nominee, is the registered owner of a Global Note, DTC or
its nominee, as the case may be, will be considered the sole owner or
holder of the Notes represented by such Global Note for all purposes
under the Indenture.  Ownership of beneficial interests in the Global
Note will be shown on, and transfers thereof will be effected only
through, records maintained by DTC (with respect to beneficial interests
of participants) or by participants or persons that hold interests
through participants (with respect to beneficial interests of beneficial
owners).

     SECTION 1.04  Terms and Conditions of the Debt Securities.  The
Notes shall be governed by all the terms and conditions of the Original
Indenture, as supplemented by this Third Supplemental Indenture, and in
particular, the following provisions shall be the terms of the Notes:

     (a)   Optional Redemption.  The Issuer may redeem the Notes at any
time at the option of the Issuer, in whole or from time to time in part,
at a redemption price equal to the Redemption Price.

     If notice of redemption has been given as provided in the Indenture
and funds for the redemption of any Notes called for redemption shall
have been made available on the Redemption Date referred to in such
notice, such Notes will cease to bear interest on the date fixed for
such redemption specified in such notice and the only right of the
Holders of such Notes from and after the Redemption Date will be to
receive payment of the Redemption Price upon surrender of such Notes in
accordance with such notice.

     Notice of any optional redemption of any Notes will be given to
Holders at their addresses, as shown in the security register for the
Notes, not more than 60 nor less than 30 days prior to the date fixed
for redemption.  The notice of redemption will specify, among other
items, the Redemption Price and the principal amount of the Notes held
by such Holder to be redeemed.

     If all or less than all of the Notes are to be redeemed at the
option of the Issuer, the Issuer will notify the Trustee at least 45
days prior to giving notice of redemption (or such shorter period as is
satisfactory to the Trustee) of the aggregate principal amount of Notes
to be redeemed, if less than all of the Notes are to be redeemed, and
their Redemption Date.  The Trustee shall select, in such manner as it
shall deem fair and appropriate, no less than 60 days prior to the date
of redemption, the Notes to be redeemed in whole or in part.

     (b)  Payment of Principal and Interest.  Principal and interest
payments on interests represented by a Global Note will be made to DTC
or its nominee, as the case may be, as the registered owner of such
Global Note.  All payments of principal and interest in respect of the
Notes will be made by the Issuer in immediately available funds.

     (c)  Applicability of Defeasance or Covenant Defeasance.  The
provisions of Article 14 of the Original Indenture shall apply to the
Notes.

                             ARTICLE TWO
                         Additional Covenants

     The Notes shall be governed by all the covenants contained in the
Original Indenture, as supplemented by this Third Supplemental
Indenture, and in particular, this Third Supplemental Indenture amends
Section 1004 of the Original Indenture to read as follows:

     "SECTION 1004.  Limitations on Incurrence of Debt.

     (a)   The Company will not, and will not permit any Subsidiary to,
incur any Debt, other than Intercompany Debt, that is subordinate in
right of payment to the Notes, if, immediately after giving effect to
the incurrence of such Debt and the application of the proceeds thereof,
the aggregate principal amount of all outstanding Debt of the Company
and its Subsidiaries on a consolidated basis determined in accordance
with GAAP is greater than 60% of the sum of (i) the Company's Adjusted
Total Assets as of the end of the most recent fiscal quarter prior to
the incurrence of such additional Debt and (ii) the increase in Adjusted
Total Assets since the end of such quarter (including any increase
resulting from the incurrence of additional Debt).

     (b)   The Company will not, and will not permit any Subsidiary to,
incur any Debt if the ratio of Consolidated Income Available for Debt
Service to the Annual Service Charge on the date on which such
additional Debt is to be incurred, on a pro forma basis, after giving
effect to the incurrence of such Debt and to the application of the
proceeds thereof would have been less than 1.5 to 1.

     (c)   The Company will not, and will not permit any Subsidiary to,
incur any Debt secured by any mortgage, lien, charge, pledge,
encumbrance or security interest of any kind upon any of the properties
of the Company or any Subsidiary ("Secured Debt"), whether owned at the
date hereof or hereafter acquired, if, immediately after giving effect
to the incurrence of such Secured Debt and the application of the
proceeds thereof, the aggregate principal amount of all outstanding
Secured Debt of the Company and its Subsidiaries on a consolidated basis
is greater than 40% of the sum of (i) the Company's Adjusted Total
Assets as of the end of the most recent fiscal quarter prior to the
incurrence of such additional Debt and (ii) the increase in Adjusted
Total Assets since the end of such quarter (including any increase
resulting from the incurrence of additional Debt).

     (d)   The Company will at all time maintain an Unencumbered Total
Asset Value in an amount not less than 150% of the aggregate principal
amount of all outstanding unsecured Debt of the Company and its
Subsidiaries on a consolidated basis.

           For purposes of the foregoing provisions regarding the
limitation on the incurrence of Debt, Debt shall be deemed to be
"incurred" by the Company or a Subsidiary whenever the Company or such
Subsidiary shall create, assume, guarantee or otherwise become liable in
respect thereof."

                            ARTICLE THREE
                               Trustee

     SECTION 3.01   Trustee.  The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency
of this Third Supplemental Indenture or the due execution thereof by the
Company.  The recitals of fact contained herein shall be taken as the
statements solely of the Company, and the Trustee assumes no
responsibility for the correctness thereof.

                            ARTICLE FOUR
                       Miscellaneous Provisions

     SECTION 4.01   Ratification of Original Indenture.  This Third
Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Original Indenture, and as supplemented
and modified hereby, the Original Indenture is in all respects ratified
and confirmed, and the Original Indenture and this Third Supplemental
Indenture shall be read, taken and construed as one and the same
instrument.

     SECTION 4.02   Effect of Headings.  The Article and Section
headings herein are for convenience only and shall not affect the
construction hereof.

     SECTION 4.03   Successors and Assigns.  All covenants and
agreements in this Third Supplemental Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

     SECTION 4.04   Separability Clause.  In case any one or more of the
provisions contained in this Third Supplemental Indenture shall for any
reason be held to be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.

     SECTION 4.05   Governing Law.  This Third Supplemental Indenture
shall be governed by and construed in accordance with the laws of the
State of New York.  This Third Supplemental Indenture is subject to the
provisions of the Trust Indenture Act, that are required to be part of
this Third Supplemental Indenture and shall, to the extent applicable,
be governed by such provisions.

     SECTION 4.06   Counterparts.  This Third Supplemental Indenture may
be executed in any number of counterparts, and each of such counterparts
shall for all purposes be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.

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

                              LIBERTY PROPERTY LIMITED PARTNERSHIP

                              By:  Liberty Property Trust,
                                   as its sole General Partner


                                   By: /s/ George J. Alburger, Jr.
                                   --------------------------------
                                   Name: George J. Alburger, Jr.
                                   Title: Chief Financial Officer
Attest:


/s/ James J. Bowes
----------------------------
Name: James J. Bowes
Title: General Counsel and Secretary



                             THE FIRST NATIONAL BANK OF CHICAGO,
                             as Trustee


                             By:	 /s/ Mark J. Frye
                             ------------------------------------------
                             Name: Mark J. Frye
                             Title: Asst. Vice President


Attest:


/s/ Jeffrey L. Kinney
------------------------------
Name: Jeffrey L. Kinney
Title: Vice President

STATE OF Pennsylvania )
                      ) ss:
COUNTY OF Chester     )


       On the    19th     day of April 1999, before me personally came
George J. Alburger, Jr., to me known, who, being by me duly sworn, did
depose and say that he/she resides at 65 Valley Stream Parkway, that
he/she is Chief Financial Officer of LIBERTY PROPERTY TRUST, the sole
general partner of LIBERTY PROPERTY LIMITED PARTNERSHIP, one of the
parties described in and which executed the foregoing instrument, and
that he/she signed his/her name thereto by authority of the Board of
Trustees.

[Notarial Seal]

                             /s/ Christina Kane
                             ----------------------------------
                             Notary Public
                             COMMISSION EXPIRES




STATE OF Illinois    )
                     ) ss:
COUNTY OF   Cook     )

     On the 20th day of April 1999, before me personally came Mark J.
Frye, to me known, who, being by me duly sworn, did depose and say that
he/she resides at 15031 S. Ridgewood Drive, Oak Forest, that he/she is a
Asst. Vice President of THE FIRST NATIONAL BANK OF CHICAGO, one of the
parties described in and which executed the foregoing instrument, and
that he/she signed his/her name thereto by authority of the Board of
Directors.

[Notarial Seal]

                             /s/ Maria C. Birrueta
                             -------------------------------------
                             Notary Public
                             COMMISSION EXPIRES


Exhibit A
[FACE OF NOTE]

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

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

REGISTERED	REGISTERED

NO. (              )  PRINCIPAL AMOUNT

CUSIP NO. (               ) $ (                  )

LIBERTY PROPERTY LIMITED PARTNERSHIP

(     )% Senior Notes due (        )

     Liberty Property Limited Partnership, a Pennsylvania limited
partnership (the "Issuer," which term includes any successor under the
Indenture hereinafter referred to), for value received, hereby promises
to pay to Cede & Co. or its registered assigns, the principal sum of
(               ) Dollars on (            ) (the "Maturity Date"), and
to pay interest thereon from (             )(or from the most recent
interest payment date to which interest has been paid or duly provided
for), semi-annually in arrears on (           )and (       ) of each
year (each, an "Interest Payment Date"), commencing on (    ), and on
the Maturity Date, at the rate of (         )% per annum, until payment
of said principal sum has been made or duly provided for.

     The interest so payable and punctually paid or duly provided for on
any Interest Payment Date and on the Maturity Date will be paid to the
Holder in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the "Record Date" for such
payment, which will be 15 days (regardless of whether such day is a
Business Day (as defined below)) prior to such payment date or the
Maturity Date, as the case may be.  Any interest not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holder
on such record date, and shall be paid to the Holder in whose name this
Note (or one or more predecessor Notes) is registered at the close of
business on a subsequent 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 payment of such defaulted interest) established
by notice given by mail by or on behalf of the Issuer to the Holders of
the Notes not less than 10 days preceding such subsequent record date.
Interest on this Note will be computed on the basis of a 360-day year of
twelve 30-day months.

     The principal of this Note payable on the Maturity Date will be
paid against presentation and surrender of this Note at the corporate
trust office of the Trustee at One First National Plaza, Chicago,
Illinois 60670-0126, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public
or private debt.

     Interest payable on this Note on any Interest Payment Date and on
the Maturity Date, as the case may be, will be the amount of interest
accrued from and including the immediately preceding Interest Payment
Date (or from and including (            ), in the case of the initial
Interest Payment Date) to but excluding the applicable Interest Payment
Date or the Maturity Date, as the case may be.  If any Interest Payment
Date or the Maturity Date falls on a day that is not a Business Day (as
defined below), the required payment of interest or principal or both,
as the case may be, will be made on the next Business Day with the same
force and effect as if it were made on the date such payment was due and
no interest will accrue on the amount so payable for the period from and
after such Interest Payment Date or the Maturity Date, as the case may
be.  "Business Day" means any day, other than a Saturday or a Sunday,
that is neither a legal holiday nor a day on which banking institutions
in The City of New York or Chicago are authorized or required by law,
regulation or executive order to close.

     Payments of principal and interest in respect of this Note will be
made by wire transfer of immediately available funds in such coin or
currency of the United States of America as at the time of payment is
legal tender for the payment of public and private debts.

     Reference is made to the further provisions of this Note set forth
on the reverse hereof.  Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.

     This Note shall not be entitled to the benefits of the Indenture
referred to on the reverse hereof or be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have
been signed by the Trustee under such Indenture.

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed manually or by facsimile by its authorized officers.

Dated:             , 1999

                             LIBERTY PROPERTY LIMITED PARTNERSHIP,
                             as Issuer

                             By:	LIBERTY PROPERTY TRUST,
                             as its sole General Partner


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


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


TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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


                             THE FIRST NATIONAL BANK OF CHICAGO,
                             as Trustees


                             By:
                             ------------------------------------
                             Authorized Officer

(REVERSE OF NOTE)

LIBERTY PROPERTY LIMITED PARTNERSHIP

(         ) % Senior Notes due (           )

     This security is one of a duly authorized issue of debentures,
notes, bonds, or other evidences of indebtedness of the Issuer
(hereinafter called the "Securities") of the series hereinafter
specified, all issued or to be issued under and pursuant to an Indenture
dated as of (   ) (herein called the "Indenture"), duly executed and
delivered by the Issuer to The First National Bank of Chicago, as
Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture with respect to the series of Securities of
which this Note is a part), to which Indenture and all indentures
supplemental thereto relating to this security reference is hereby made
for a description of the rights, limitations of rights, obligations,
duties, and immunities thereunder of the Trustee, the Issuer, and the
Holders of the Securities, and of the terms upon which the Securities
are, and are to be, authenticated and delivered.  The Securities may be
issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may
bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), and may otherwise vary as provided in
the Indenture or any indenture supplemental thereto.  This security is
one of a series designated as the (       )% Notes due (      ) of the
Issuer.

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

     The Issuer may redeem this security at any time at the option of
the Issuer, in whole or from time to time in part, at a redemption price
equal to the sum of (i) the principal amount of this security being
redeemed plus accrued interest thereon to the Redemption Date and (ii)
the Make-Whole Amount, if any, with respect to this security.  Notice of
any optional redemption of any Securities will be given to Holders at
their addresses, as shown in the security register for the Securities,
not more than 60 nor less than 30 days prior to the date fixed for
redemption.  The notice of redemption will specify, among other items,
the Redemption Price and the principal amount of the Securities held by
such Holder to be redeemed.

     The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority of
the aggregate principal amount of the Securities at the time Outstanding
of all series to be affected (voting as one class), evidenced as
provided in the Indenture, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or
modifying in any manner the rights of the Holders of the Securities of
each series; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Security so affected,
(i) change the Stated Maturity of the principal of (or premium or Make-
Whole Amount, if any, on) or any installment of interest on, any such
Security, (ii) reduce the principal amount of, or the rate or amount of
interest on, or any premium payable on redemption of the Notes, or
adversely affect any right of repayment of the Holder of any Securities;
(iii) change the place of payment, or the coin or currency, for payment
of principal or premium, if any, or interest on the Securities; (iv)
impair the right to institute suit for the enforcement of any payment on
or with respect to the Securities on or after the stated maturity of any
such Security; (v) reduce the above-stated percentage in principal
amount of outstanding Securities, the extent of whose Holders is
necessary to modify or amend the Indenture, for any waiver with respect
to the Securities or to waive compliance with certain provisions of the
Indenture or certain defaults and consequences thereunder or to reduce
the quorum or voting requirements set forth in the Indenture; or (vi)
modify any of the foregoing provisions or any of the provisions relating
to the waiver of certain past defaults or certain covenants, except to
increase the required percentage to effect such action or to provide
that certain other provisions of the Indenture may not be modified or
waived without the consent of the Holder of each Security.  It is also
provided in the Indenture that, with respect to certain defaults or
Events of Default regarding the Securities of any series, the Holders of
a majority in aggregate principal amount outstanding of the Securities
of such series (or, in the case of certain defaults or Events of
Default, all series of Securities) may on behalf of the Holders of all
the Securities of such series (or all of the Securities, as the case may
be) waive any such past default or Event of Default and its
consequences, prior to any declaration accelerating the maturity of such
Securities, or, subject to certain conditions, may rescind a declaration
of acceleration and its consequences with respect to such Securities.
Any such consent or waiver by the Holder of this Security (unless
revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Security
and any Securities that may be issued in exchange or substitution
herefor, irrespective of whether or not any notation thereof is made
upon this security or such other securities.

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

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

     Upon due presentment for registration of transfer of Securities at
the office or agency of the Issuer in The Borough of Manhattan, The City
of New York, one or more new Securities of the same series of authorized
denominations in an equal aggregate principal amount will be issued to
the transferee in exchange therefor, subject to the limitations provided
in the Indenture, without charge except for any tax or other
governmental charge imposed in connection therewith.

     The Issuer, the Trustee or any authorized agent of the Issuer or
the Trustee may deem and treat the Person in whose name this security is
registered as the absolute owner of this security (whether or not this
security shall be overdue and notwithstanding any notation of ownership
or other writing hereon), for the purpose of receiving payment of, or on
account of, the principal hereof and Make-Whole Amount, if any, and
subject to the provisions on the face hereof, interest hereon, and for
all other purposes, and neither the Issuer nor the Trustee nor any
authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

     The Indenture and each Security shall be deemed to be a contract
under the laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of such state, except as may
otherwise be required by mandatory provisions of law.

     Capitalized terms used herein which are not otherwise defined shall
have the respective meanings assigned to them in the Indenture and all
indentures supplemental thereto relating to this security.

16