EXHIBIT 4.1


                    CARRAMERICA REALTY CORPORATION, AS ISSUER


                      CARRAMERICA REALTY L.P., AS GUARANTOR


                                       AND


                        BANKERS TRUST COMPANY, AS TRUSTEE


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


                                    INDENTURE


                            DATED AS OF JULY 1, 1997


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

                      $150,000,000   7.20% Notes due 2004
                      $125,000,000   7.375% Notes due 2007

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


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                                TABLE OF CONTENTS

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                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........................  1

SECTION 101.  Definitions...................................................................  1
        Acquired Indebtedness...............................................................  2
        Acquisition Lines of Credit.........................................................  2
        Act.................................................................................  2
        Additional Amounts..................................................................  2
        Adjusted Total Assets...............................................................  2
        Affiliate...........................................................................  2
        Annual Service Charge...............................................................  2
        Authenticating Agent................................................................  2
        Authorized Newspaper................................................................  2
        Bankruptcy Law......................................................................  3
        Board of Directors..................................................................  3
        Board Resolution....................................................................  3
        Business Day........................................................................  3
        Capital Stock.......................................................................  3
        Commission..........................................................................  3
        Company.............................................................................  3
        Company Request and Company Order...................................................  3
        Consolidated Income Available for Debt Service......................................  3
        Consolidated Net Income.............................................................  3
        Corporate Trust Office..............................................................  4
        Corporation.........................................................................  4
        Custodian...........................................................................  4
        Defaulted Interest..................................................................  4
        Disqualified Stock..................................................................  4
        DTC.................................................................................  4
        Dollar or $.........................................................................  4
        Earnings from Operations............................................................  4
        Encumbrance.........................................................................  4
        Event of Default....................................................................  4
        Exchange Act........................................................................  5
        Exchange Notes......................................................................  5
        Exchange Offer......................................................................  5
        Exchange Registration Statement.....................................................  5
        GAAP................................................................................  5
        Government Obligations..............................................................  5
        Guaranteed Obligations..............................................................  5
        Guarantor...........................................................................  5
        Holder..............................................................................  5
        Indebtedness........................................................................  6
        Indenture...........................................................................  6


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        Indexed Security....................................................................  6
        Interest Payment Date...............................................................  6
        Make-Whole Amount...................................................................  6
        Maturity............................................................................  7
        Notes...............................................................................  7
        Officers' Certificate...............................................................  7
        Opinion of Counsel..................................................................  7
        Outstanding.........................................................................  7
        Paying Agent........................................................................  8
        Person..............................................................................  8
        Place of Payment....................................................................  8
        Predecessor Note....................................................................  8
        Redemption Date.....................................................................  8
        Redemption Price....................................................................  8
        Registered Note.....................................................................  8
        Registration Rights Agreement.......................................................  8
        Registration Statement..............................................................  8
        Regular Record Date.................................................................  9
        Reinvestment Rate...................................................................  9
        Responsible Officer.................................................................  9
        Restricted Securities Legends.......................................................  9
        Securities Act......................................................................  9
        Security Register and Security Registrar............................................  9
        Shelf Registration..................................................................  9
        Significant Subsidiary..............................................................  9
        Special Record Date................................................................. 10
        Stated Maturity..................................................................... 10
        Statistical Release................................................................. 10
        Subsidiary.......................................................................... 10
        Total Assets........................................................................ 10
        Total Unencumbered Assets........................................................... 10
        Trust Indenture Act or TIA.......................................................... 10
        Trustee............................................................................. 10
        2004 Initial Notes.................................................................. 10
        2007 Initial Notes.................................................................. 10
        Undepreciated Real Estate Assets.................................................... 11
        Unsecured Indebtedness.............................................................. 11
        United States....................................................................... 11
        United States person................................................................ 11
        Yield to Maturity................................................................... 11
SECTION 102.  Compliance Certificates and Opinions.......................................... 11
SECTION 103.  Form of Documents Delivered to Trustee........................................ 12
SECTION 104.  Acts of Holders............................................................... 12
SECTION 105.  Notices, etc., to Trustee and Company......................................... 13
SECTION 106.  Notice to Holders; Waiver..................................................... 13
SECTION 107.  Effect of Headings and Table of Contents...................................... 14
SECTION 108.  Successors and Assigns........................................................ 14


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SECTION 109.  Separability Clause........................................................... 14
SECTION 110.  Benefits of Indenture......................................................... 14
SECTION 111.  No Personal Liability......................................................... 14
SECTION 112.  Governing Law................................................................. 15
SECTION 113.  Legal Holidays................................................................ 15

                                    ARTICLE 2
                                 FORMS OF NOTES............................................. 15

SECTION 201.  Forms of Notes................................................................ 15
SECTION 202.  Form of Trustee's Certificate of Authentication............................... 15
SECTION 203.  Notes Issuable in Global Form................................................. 15

                                   ARTICLE 3
                                   THE NOTES................................................ 17

SECTION 301.  Terms of the Notes............................................................ 17
SECTION 302.  Denominations................................................................. 18
SECTION 303.  Execution, Authentication, Delivery and Dating................................ 18
SECTION 304.  Temporary Notes............................................................... 19
SECTION 305.  Registration, Registration of Transfer and Exchange........................... 19
SECTION 306.  Mutilated, Destroyed, Lost and Stolen Notes................................... 31
SECTION 307.  Payment of Interest; Interest Rights Preserved................................ 32
SECTION 308.  Persons Deemed Owners......................................................... 33
SECTION 310.  Computation of Interest....................................................... 34

                                    ARTICLE 4
                            SATISFACTION AND DISCHARGE...................................... 34

SECTION 401.  Satisfaction and Discharge of Indenture....................................... 34
SECTION 402.  Application of Trust Funds.................................................... 35

                                   ARTICLE 5
                                    REMEDIES................................................ 35

SECTION 501.  Events of Default............................................................. 35
SECTION 502.  Acceleration of Maturity; Rescission and Annulment............................ 36
SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee............... 37
SECTION 504.  Trustee May File Proofs of Claim.............................................. 38
SECTION 505.  Trustee May Enforce Claims Without Possession of Notes........................ 39
SECTION 506.  Application of Money Collected................................................ 39
SECTION 507.  Limitation on Suits........................................................... 39
SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium or
              Make-Whole Amount, if any, Interest and Additional Amounts.................... 40
SECTION 509.  Restoration of Rights and Remedies............................................ 40
SECTION 510.  Rights and Remedies Cumulative................................................ 40
SECTION 511.  Delay or Omission Not Waiver.................................................. 40


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SECTION 512.  Control by Holders of Notes................................................... 41
SECTION 513.  Waiver of Past Defaults....................................................... 41
SECTION 514.  Waiver of Usury, Stay or Extension Laws....................................... 41
SECTION 515.  Undertaking for Costs......................................................... 41

                                   ARTICLE 6
                                  THE TRUSTEE............................................... 42

SECTION 601.  Notice of Defaults............................................................ 42
SECTION 602.  Certain Rights of Trustee..................................................... 42
SECTION 603.  Not Responsible for Recitals or Issuance of Notes............................. 43
SECTION 604.  May Hold Notes................................................................ 44
SECTION 605.  Money Held in Trust........................................................... 44
SECTION 606.  Compensation and Reimbursement................................................ 44
SECTION 607.  Corporate Trustee Required; Eligibility; Conflicting Interests................ 44
SECTION 608.  Resignation and Removal; Appointment of Successor............................. 45
SECTION 609.  Acceptance of Appointment by Successor........................................ 46
SECTION 610.  Merger, Conversion, Consolidation or Succession to Business................... 47
SECTION 611.  Appointment of Authenticating Agent........................................... 47

                                   ARTICLE 7
                   HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY........................ 49

SECTION 701.  Disclosure of Names and Addresses of Holders.................................. 49
SECTION 702.  Reports by Trustee............................................................ 49
SECTION 703.  Reports by Company............................................................ 49
SECTION 704.  The Company to Furnish Trustee Names and Addresses of Holders................. 49

                                   ARTICLE 8
                  CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE.......................... 50

SECTION 801.  Consolidations and Mergers of the Company and Sales, Leases and
                  Conveyances Permitted Subject to Certain Conditions....................... 50
SECTION 802.  Rights and Duties of Successor Entity......................................... 50
SECTION 803.  Officers' Certificate and Opinion of Counsel.................................. 51

                                   ARTICLE 9
                              SUPPLEMENTAL INDENTURES....................................... 51

SECTION 901.  Supplemental Indentures without Consent of Holders............................ 51
SECTION 902.  Supplemental Indentures with Consent of Holders............................... 52
SECTION 903.  Execution of Supplemental Indentures.......................................... 53
SECTION 904.  Effect of Supplemental Indentures............................................. 53
SECTION 905.  Conformity with TIA........................................................... 53
SECTION 906.  Reference in Notes to Supplemental Indentures................................. 53


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                                   ARTICLE 10
                                    COVENANTS............................................... 54

SECTION 1001.  Payment of Principal, Premium (if any), Make-Whole Amount (if
                   any), Interest and Additional Amounts (if any)........................... 54
SECTION 1002.  Maintenance of Office or Agency.............................................. 54
SECTION 1003.  Money for Notes Payments to Be Held in Trust................................. 54
SECTION 1004.  Limitations on Incurrence of Indebtedness.................................... 55
SECTION 1005.  [Omitted].................................................................... 57
SECTION 1006.  Existence.................................................................... 57
SECTION 1007.  Maintenance of Properties.................................................... 57
SECTION 1008.  Insurance.................................................................... 57
SECTION 1009.  Payment of Taxes and Other Claims............................................ 57
SECTION 1010.  Provision of Financial Information........................................... 57
SECTION 1011.  Statement as to Compliance................................................... 58
SECTION 1012.  Additional Amounts........................................................... 58
SECTION 1013.  Waiver of Certain Covenants.................................................. 59

                                   ARTICLE 11
                                REDEMPTION OF NOTES......................................... 59

SECTION 1101.  Applicability of Article..................................................... 59
SECTION 1102.  Election to Redeem; Notice to Trustee........................................ 59
SECTION 1103.  Selection by Trustee of Notes to Be Redeemed................................. 59
SECTION 1104.  Notice of Redemption......................................................... 60
SECTION 1105.  Deposit of Redemption Price.................................................. 61
SECTION 1106.  Notes Payable on Redemption Date............................................. 61
SECTION 1107.  Notes Redeemed in Part....................................................... 61

                                   ARTICLE 12
                                    GUARANTY................................................ 61

SECTION 1201.  Guaranty..................................................................... 61
SECTION 1202.  Guaranty Absolute............................................................ 62
SECTION 1203.  Waivers...................................................................... 63
SECTION 1204.  Waiver of Subrogation and Contribution....................................... 64
SECTION 1205.  Certain Agreements........................................................... 64
SECTION 1206.  No Waiver; Cumulative Remedies............................................... 65
SECTION 1207.  Continuing Guaranty.......................................................... 65
SECTION 1208.  Severability................................................................. 65
SECTION 1209.  Limitation on Guarantor Liability............................................ 66

                                   ARTICLE 13
                                    [OMITTED]............................................... 66

                                   ARTICLE 14
                        DEFEASANCE AND COVENANT DEFEASANCE.................................. 66


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SECTION 1401.  Applicability of Article; Company's Option to Effect Defeasance or
                   Covenant Defeasance...................................................... 66
SECTION 1402.  Defeasance and Discharge..................................................... 66
SECTION 1403.  Covenant Defeasance.......................................................... 67
SECTION 1404.  Conditions to Defeasance or Covenant Defeasance.............................. 67
SECTION 1405.  Deposited Money and Government Obligations to be Held in Trust;
                   Other Miscellaneous Provisions........................................... 68

                                   ARTICLE 15
                              MEETINGS OF HOLDERS OF Notes ................................. 69

SECTION 1501.  Purposes for which Meetings may be Called.................................... 69
SECTION 1502.  Call, Notice and Place of Meetings........................................... 69
SECTION 1503.  Persons Entitled to Vote at Meetings......................................... 69
SECTION 1504.  Quorum; Action............................................................... 69
SECTION 1505.  Determination of Voting Rights; Conduct and Adjournment of
                   Meetings................................................................. 70
SECTION 1506.  Counting Votes and Recording Action of Meetings.............................. 71
SECTION 1507.  Evidence of Action Taken by Holders.......................................... 71
SECTION 1508.  Proof of Execution of Instruments............................................ 72


ANNEX A.................................................................................... A-1
ANNEX B.................................................................................... B-1
ANNEX C.................................................................................... C-1
ANNEX D.................................................................................... D-1
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CarrAmerica Realty Corporation, as Obligor

                Reconciliation and tie between Trust Indenture Act of 1939 (the
"1939 Act") and this Indenture, dated as of July 1, 1997.

Trust Indenture Act Section                                  Indenture Section

ss.  310 (a) (1).............................................607
         (a) (2).............................................607
         (b).................................................607, 608
ss.  312 (c).................................................701
ss.  313 (a).................................................70
         (c).................................................702
ss.  314 (a).................................................703
         (a) (4).............................................1011
         (c) (1).............................................102
         (c) (2).............................................102
         (e).................................................102
ss.  315 (b).................................................601
ss.  316 (a) (last sentence).................................101 ("Outstanding")
         (a) (1) (A).........................................502, 512
         (a) (1) (B).........................................513
         (b).................................................508
ss.  317 (a) (1).............................................503
         (a) (2).............................................504
ss.  318 (a).................................................111
         (c).................................................111

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

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

                Attention should also be directed to Section 318 (c) of the 1939
Act, which provides that the provisions of Sections 310 to and including 317 of
the 1939 Act are a part of and govern every qualified indenture, whether or not
physically contained therein.


<PAGE>


                Indenture (this "Indenture"), dated as of July 1, 1997, by and
among CARRAMERICA REALTY CORPORATION, a Maryland corporation (the "Company"),
having its principal office at 1700 Pennsylvania Avenue, N.W., Washington, D.C.
20006; CARRAMERICA REALTY, L.P., a Delaware limited partnership, as guarantor
(the "Guarantor"), having its principal office at 1700 Pennsylvania Avenue,
N.W., Washington, D.C. 20006 and BANKERS TRUST COMPANY, a bank organized under
the laws of the United States of America, as Trustee hereunder (the "Trustee"),
having its Corporate Trust Office (as defined below) at Four Albany Street, New
York, New York 10006.

                WHEREAS, the Company deems it necessary to issue for its lawful
purposes the Notes (as defined herein), and has duly authorized the execution
and delivery of this Indenture to provide for the issuance of the Notes, which
Notes will bear interest at the rates or formulas, to mature at such times and
to have such other provisions as hereinafter provided. The Notes will be senior
debt securities representing unsecured debt obligations of the Company.

                WHEREAS, the Guarantor deems it advisable to guarantee
satisfaction of certain of the Company's obligations under this Indenture, and
has duly authorized the execution and delivery of this Indenture to provide the
Guaranty (as defined herein) as hereinafter provided.

                WHEREAS, all things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done.

                NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, and in
consideration of the premises and the purchase of the Notes by the Holders (as
defined below) thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows:


                                    ARTICLE 1

             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
TIA, either directly or by reference therein, have the meanings assigned to them
therein, and the terms "cash transaction" and "self-liquidating paper", as used
in TIA Section 311, have the meanings assigned to them in the rules of the
Commission adopted under the TIA;

                (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP; and


<PAGE>


                (4) 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.

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

                "Acquisition Lines of Credit" means, collectively, any secured
lines of credit of the Company or any Subsidiary, the proceeds of which are to
be used, among other things, to acquire interests, directly or indirectly, in
real estate.

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

                "Additional Amounts" means any additional amounts which are
required by a Note or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes imposed
on certain Holders and which are owing to such Holders.

                "Adjusted Total Assets" has the meaning specified in Section
1004.

                "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.

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

                "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of DTC or any successor depositary that apply to such transfer and
exchange.

                "Authenticating Agent" means any authenticating agent appointed
by the Trustee pursuant to Section 611.

                "Authorized Newspaper" means a newspaper, printed in the English
language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in each place in connection


<PAGE>


with which the term is used or in the financial community of each such place.
Whenever successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different
Authorized Newspapers in the same city meeting the foregoing requirements and in
each case on any Business Day.

                "Bankruptcy Law" has the meaning specified in Section 501.

                "Board of Directors" means the board of directors of the
Company, the executive committee or any committee of that board duly authorized
to act hereunder, as the case may be.

                "Board Resolution" means a copy of a resolution (i) with respect
to the Company, of the Company, certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and
(ii) with respect to the Guarantor, of the general partner of the Guarantor,
certified by the Secretary or an Assistant Secretary of the general partner of
the Guarantor, and, in each case, to be in full force and effect on the date of
such certification, and delivered to the Trustee.

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

                "Capital Stock" means, with respect to any Person, any capital
stock (including preferred stock), shares, interests, participations or other
ownership interests (however designated) of the Person and any rights (other
than debt securities convertible into or exchangeable for corporate stock),
warrants or options to purchase any thereof.
                
                "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the TIA, then the body performing
such duties on such date.

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

                "Company Request" and "Company Order" mean, respectively, a
written request or order signed in the name of and on behalf of the Company by
its Chairman of the Board, its President or a Vice President, and by its
Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, or Chief Financial Officer and delivered to the Trustee.

                "Consolidated Income Available for Debt Service" for any period
means Earnings from Operations (as defined below) of the Company and its
Subsidiaries plus amounts which have been deducted, and minus amounts which have
been added, for the following (without duplication): (i) interest expense on
Indebtedness of the Company and its Subsidiaries; (ii) provision for taxes of
the Company and its Subsidiaries based on income; (iii) amortization of debt
discount; (iv) provisions for


<PAGE>

gains and losses on properties and property depreciation and amortization; (v)
the effect of any noncash charge resulting from a change in accounting
principles in determining Earnings from Operations for the period; and (vi)
amortization of deferred charges.

                "Consolidated Net Income" any period means the amount of
consolidated net income (or loss) of the Company and its Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP.

                "Corporate Trust Office" means the principal corporate trust
office of the Trustee at which, at any particular time, its corporate trust
business shall be administered, which office at the date hereof is located at
Four Albany Street, New York, NY 10006.

                "Corporation" includes corporations, associations, companies,
Companies and business trusts.

                "Custodian" has the meaning specified in Section 501.

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

                "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 305 hereof,
substantially in the form of Annexes A and B hereto except that Note shall not
bear the Global Note Legend.

                "Disqualified Stock" means, with respect to any Person, any
Capital Stock of the Person which by the terms of that Capital Stock (or by the
terms of any security into which it is convertible or for which it is
exchangeable or exercisable), upon the happening of any event or otherwise (i)
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise (other than Capital Stock which is redeemable solely in exchange for
common stock), (ii) is convertible into or exchangeable or exercisable for
Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the
holder thereof, in whole or in part (other than Capital Stock which is
redeemable solely in exchange for Capital Stock which is not Disqualified Stock
or the redemption price of which may, at the option of that Person, be paid in
Capital Stock which is not Disqualified Stock), in each case on or prior to the
Stated Maturity of the Notes; provided, however, that equity interests whose
holders have (or will have after the expiration of an initial holding period)
the right to have such equity interests redeemed for cash in an amount
determined by the value of the Common Stock of the Company (including, without
limitation, certain equity interests in the Guarantor and Carr Realty, L.P.) do
not constitute Disqualified Stock.

                "DTC" means The Depository Trust Company for so long as it shall
be a clearing agency registered under the Exchange Act, or such successor as the
Company shall designate from time to time in an Officers' Certificate delivered
to the Trustee.

                "Dollar" or "$" means a dollar or other equivalent unit in such
coin or currency of the United States of America as at the time shall be legal
tender for the payment of public and private debts.


<PAGE>


                "Earnings from Operations" for any period means net earnings
excluding gains and losses on sales of investments, extraordinary items, and
property valuation losses, net, as reflected in the financial statements of the
Company and its Subsidiaries for the period determined on a consolidated basis
in accordance with GAAP.

                "Encumbrance" means any mortgage, lien, charge, pledge or
security interest of any kind, except any mortgage, lien, charge, pledge or
security interest of any kind which secures debt of the Guarantor owed to the
Company.

                "Event of Default" has the meaning specified in Article Five.

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

                "Exchange Notes" means those Notes issued pursuant to this
Indenture in connection with the Exchange Offer pursuant to the Registration
Rights Agreement, the terms of which shall be materially identical to those of
the Initial Notes.

                "Exchange Offer" has the meaning specified in the Registration
Rights Agreement.

                "Exchange Registration Statement" has the meaning specified in
the Registration Rights Agreement.

                "GAAP" means generally accepted accounting principles, as in
effect from time to time, as used in the United States applied on a consistent
basis; provided, that solely for purposes of any calculation required by the
financial covenants contained herein, "GAAP" shall mean generally accepted
accounting principles as used in the United States on the date hereof, applied
on a consistent basis.

                "Global Note" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes.

                "Government Obligations" means securities which are (i) direct
obligations of the United States of America, for the payment of which its full
faith and credit is pledged or (ii) obligations 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, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such obligation or a specific payment of interest on or principal of any
such obligation held by such custodian for the account of the holder of a
depository receipt, 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 depository receipt from any amount received by the custodian in respect of
the obligation or the specific payment of interest on or principal of the
obligation evidenced by such depository receipt.


<PAGE>


                "Guaranteed Obligations" has the meaning specified in Article
12.

                "Guaranty" means the guaranty of the Notes contained in Article
12 given by the Guarantor.

                "Guarantor" means the Person named as the "Guarantor" in the
recitals of this Indenture until a successor Guarantor shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Guarantor" shall mean such successor Guarantor.

                "Holder" means, in the case of a Registered Note, the Person in
whose name a Note is registered in the Security Register.

                "Indebtedness" of the Company or any Subsidiary means any
indebtedness of the Company or any Subsidiary, whether or not contingent, in
respect of (i) borrowed money or indebtedness evidenced by bonds, notes,
debentures or similar instruments, (ii) borrowed money or indebtedness evidenced
by bonds, notes, debentures or similar instruments secured by any Encumbrance
existing on property owned by the Company or any Subsidiary, (iii) reimbursement
obligations in connection with any letters of credit actually issued or amounts
representing the balance deferred and unpaid of the purchase price of any
property or services, except any such balance that constitutes an accrued
expense or trade payable, or all conditional sale obligations under any title
retention agreement, (iv) the amount of all obligations of the Company or any
Subsidiary with respect to redemption, repayment or other repurchase of any
Disqualified Stock, and (v) any lease of property by the Company or any
Subsidiary as lessee which is reflected on the Company's consolidated balance
sheet as a capitalized lease in accordance with GAAP, to the extent, in the case
of items of indebtedness under (i) through (iv) above, that any such items
(other than letters of credit) would appear as a liability on the Company's
consolidated balance sheet in accordance with GAAP, and also includes, to the
extent not otherwise included, any obligation of the Company or any Subsidiary
to be liable for, or to pay, as obligor, guarantor or otherwise (other than for
purposes of collection in the ordinary course of business), Indebtedness of
another Person (other than the Company or any Subsidiary) (it being understood
that Indebtedness shall be deemed to be incurred by the Company or any
Subsidiary whenever the Company or the Subsidiary shall create, assume,
guarantee or otherwise become liable in respect thereof).

                "Indenture" means this Indenture, as amended and supplemented
from time to time.

                "Indexed Security" means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity may be more or less
than the principal face amount thereof at original issuance.

                "Indirect Participant" means entities that clear through or
maintain a custodial relationship with a Participant either directly or
indirectly.


<PAGE>


                "Initial Notes" means $150,000,000 aggregate principal amount of
7.20% Notes due 2004 and $125,000,000 aggregate principal amount of 7.375% Notes
due 2007, in each case, issued under this Indenture on or about the date hereof.

                "Initial Purchasers" means J.P. Morgan Securities Inc., Goldman,
Sachs & Co. and Lehman Brothers.

                "Interest Payment Date" when used with respect to any Note,
means the Stated Maturity of an installment of interest on such Note, as
specified in Section 301.

                "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with an Exchange Offer pursuant to the Registration Rights
Agreement.

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

                "Maturity", when used with respect to any Note, means the date
on which the principal of such Note or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, notice of redemption, notice of option to elect
repayment or otherwise.

                "Non-Recourse Indebtedness" means Indebtedness for which the
right of recovery of the obligee thereof is limited to recourse against the Real
Property Assets securing such Indebtedness (subject to such limited exceptions
to the non-recourse nature of such Indebtedness such as fraud, misappropriation,
misapplication and environmental indemnities, as are usual and customary in like
transactions at the time of the incurrence of such Indebtedness).

                "Notes" means the Company's 7.20% Notes due 2004 and the
Company's 7.375% Notes due 2007 issued pursuant to this Indenture.
                
                "Officers' Certificate" means a certificate signed by the
Chairman of the Board of Directors, the President or a Vice-President and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company in the case of a certificate delivered on behalf of the Company or
of the general partner of the Guarantor in the case of a certificate delivered
on behalf of the Guarantor, and, in each case, delivered to the Trustee.


<PAGE>


                "144A Global Note" means a global Note substantially in the form
of Annex A hereto bearing the Global Note Legend and the Restricted Securities
Legend and deposited with or on behalf of, and registered in the name of, the
depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

                "Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Company or who may be an employee of or other counsel for the
Company or the Guarantor, as the case may be, and who shall be reasonably
satisfactory to the Trustee.

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

                (i) Notes theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;

                (ii) Notes, or portions thereof, for whose payment or redemption
or repayment at the option of the Holder money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Notes,
provided that, if such Notes 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;

                (iii) Notes, except to the extent provided in Sections 1402 and
1403, with respect to which the Company has effected defeasance and/or covenant
defeasance as provided in Article Fourteen; and

                (iv) Notes which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture, other than any such Notes in respect of
which there shall have been presented to the Trustee proof satisfactory to it
that such Notes are held by a bona fide purchaser in whose hands such Notes are
valid obligations of the Company. Notes 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
Notes and that the pledgee is not the Company or any other obligor upon the
Notes or any Affiliate of the Company or of such other obligor.

                "Participant" means, with respect to the depositary, a Person
who has an account with the depositary.

                "Paying Agent" means any Person authorized by the Company to pay
the principal of (and premium, if any) or interest on any Notes on behalf of the
Company.

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


<PAGE>


                "Place of Payment", when used with respect to the Notes of or
within any series, means the place or places where the principal of (and
premium, if any) and interest on such Notes are payable as specified as
contemplated by Sections 1001 and 1002.

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

                "Private Exchange" means the offer by the Company, pursuant to
the Registration Rights Agreement, to issue and deliver to the Initial
Purchasers, in exchange for the Initial Notes held by the Initial Purchasers as
part of their initial distribution, a like principal amount of Private Exchange
Notes.

                "Private Exchange Notes" means the Exchange Notes to be issued
pursuant to this Indenture in connection with a Private Exchange effected
pursuant to the Registration Rights Agreement.  

                "Real Property Assets" means as of any time, the real property
assets (including interests in participating mortgages in which the interest of
the Company or any Subsidiary therein is characterized as equity according to
GAAP) owned directly or indirectly by the Company or any Subsidiary at such
time.

                "Recourse Indebtedness" shall mean Indebtedness of the Company
or any Subsidiary that is not Non-Recourse Indebtedness.

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

                "Redemption Price," has the meaning specified in Section 1101.

                "Registered Note" shall mean any Note which is registered in the
Security Register.

                "Registration Rights Agreement" means the Registration Rights
Agreement, dated July 1, 1997 among the Company, the Guarantor and the Initial
Purchasers named therein.

                "Registration Statement" shall have the meaning specified in the
Registration Rights Agreement.

                "Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Notes of or within any series means the date
specified for that purpose in Section 301, whether or not a Business Day.


<PAGE>


                "Reinvestment Rate" means 0.25% (twenty-five one hundredths of
one percent) plus the arithmetic mean of the yields under the respective
headings "This Week" and "Last Week" published in the Statistical Release under
the caption "Treasury Constant Maturities" for the maturity (rounded to the
nearest month) corresponding to the remaining life to maturity of the Notes, as
of the payment date of the principal being redeemed or paid. If no maturity
exactly corresponds to such maturity, yields for the two published maturities
most closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding in each of
such relevant periods to the nearest month. For purposes of calculating the
Reinvestment Rate, the most recent Statistical Release published prior to the
date of determination of the Make-Whole Amount shall be used.

                "Responsible Officer", when used with respect to the Trustee,
means any officer within the Corporate Trust and Agency Group of the Trustee (or
any successor group of the Trustee) including any managing director, vice
president, assistant vice president, assistant secretary, assistant treasurer or
any other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
at the Trustee's Corporate Trust Office because of such officer's knowledge and
familiarity with the particular subject.

                "Restricted Definitive Note" means a Definitive Note bearing the
Restricted Securities Legend.

                "Restricted Global Note" means a Global Note bearing the
Restricted Securities Legend.

                "Restricted Securities Legends" shall mean the legends
identified as such in Annexes A and B hereto.

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

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

                "Shelf Registration" has the meaning specified in the
Registration Rights Agreement.

                "Significant Subsidiary" means any Subsidiary which is a
"significant subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X,
promulgated under the Securities Act) of the Company.

                "Special Record Date" for the payment of any Defaulted Interest
on the Registered Notes of or within any series means a date fixed by the
Trustee pursuant to Section 307.


<PAGE>


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

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

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

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

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

                "Trust Indenture Act" or "TIA" means the Trust Indenture Act of
1939, as amended and as in force at the date as of which this Indenture was
executed, except as provided in Section 905.

                "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee has become such pursuant
to the applicable provisions of this Indenture, and thereafter "Trustee" means
or includes each Person who is then a Trustee hereunder; provided, however, that
if at any time there is more than one such Person, "Trustee" as used with
respect to the Notes of any series means only the Trustee with respect to Notes
of that series.

                "2004 Initial Notes" means $150,000,000 aggregate principal
amount of 7.20% Notes due 2004 issued under this Indenture on or about the date
hereof.

                "2007 Initial Notes" means $125,000,000 aggregate principal
amount of 7.375% Notes due 2007 issued under this Indenture on or about the date
hereof.

                "2004 Notes" means the 2004 Initial Notes, and the respective
Exchange Notes and Private Exchange Notes, treated as a single series.


<PAGE>


                "2007 Notes" means the 2007 Initial Notes, and the respective
Exchange Notes and Private Exchange Notes, treated as a single series.

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

                "Unrestricted Definitive Note" means a Definitive Note that does
not bear and is not required to bear, the Restricted Securities Legend.

                "Unrestricted Global Note" means a Global Note that does not
bear and is not required to bear, the Restricted Securities Legend.

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

                "United States" means the United States of America (including
the states and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

                "United States person" means, unless otherwise specified with
respect to any Notes pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, Company or other entity created or
organized in or under the laws of the United States or an estate or trust the
income of which is subject to United States federal income taxation regardless
of its source."

                "Yield to Maturity" means the yield to maturity, computed at the
time of issuance of a Note (or, if applicable, at the most recent
redetermination of interest on such Note) and as set forth in such Note in
accordance with generally accepted United States bond yield computation
principles.

                SECTION 102. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates
delivered pursuant to Section 1011) shall include:

                (1) a statement that each individual signing such
certificate or opinion has read such condition or covenant 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;


<PAGE>


                (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 condition or
covenant 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 as 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 the Company may be
based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a
certificate or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the opinion, certificate or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such Opinion of Counsel or certificate or
representations may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information as to such factual matters is in the
possession of the Company, unless such counsel knows that the certificate or
opinion or representations as 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.

                SECTION 104. Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of the Outstanding Notes of all
series or one or more series, as the case may be, may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agents duly appointed in writing. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. 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, or
of the holding by any Person of a Note, shall be sufficient for any purpose of
this Indenture and conclusive in favor of the Trustee and the Company and any
agent of the Trustee or the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Notes shall be proved in the
manner provided in Section 1506.

                (b) 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


<PAGE>


public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument 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 the authority of the Person executing the same, may
also be proved in any other reasonable manner which the Trustee deems
sufficient.

                (c) The ownership of Registered Notes shall be proved by the
Security Register.

                (d) If the Company shall solicit from the Holders of
Registered Notes any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding Notes of
a series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Notes of a series shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after
the record date.

                (e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note 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, any
Security Registrar, any Paying Agent, any Authenticating Agent or the Company in
reliance thereon, whether or not notation of such action is made upon such Note.

                SECTION 105. Notices, etc., to Trustee and Company. 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,

                (1) the Trustee by any Holder or by the Company 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, or

                (2) the Company 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 Company
addressed to it at the address of its principal office specified in the


<PAGE>


first paragraph of this Indenture or at any other address previously furnished
in writing to the Trustee by the Company.

                SECTION 106. Notice to Holders; Waiver. Where this Indenture
provides for notice of any event to Holders of Registered Notes by the Company
or the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each such Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders of Registered Notes 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
of Registered Notes. Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice.

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

                Any request, demand, authorization, direction, notice, consent
or waiver required or permitted under this Indenture shall be in the English
language.

                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.

                SECTION 107. 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 108. Successors and Assigns. All covenants and
agreements in this Indenture by the Company and the Guarantor shall be binding
on their successors and assigns, whether so expressed or not.

                SECTION 109. Separability Clause. In case any provision in this
Indenture or in any Note 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 110. Benefits of Indenture. Nothing in this Indenture,
or in the Notes express or implied, shall give to any Person, other than the
parties hereto, any Security Registrar, any Paying Agent, any Authenticating
Agent and their successors hereunder and the Holders any benefit or any legal or
equitable right, remedy or claim under this Indenture.


<PAGE>


                SECTION 111. No Personal Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture or in any
Note, or because of any indebtedness evidenced thereby, shall be had against any
promoter, as such, or against any past, present or future shareholder, officer
or director, as such, of the Company or the Guarantor or of any of their
successors either directly or through the Company or the Guarantor or any of
their successors 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 of the Notes by the Holders thereof and as part of the consideration
for the issue of the Notes.

                SECTION 112. Governing Law. This Indenture and the Notes 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, Stated Maturity or Maturity of any Note shall not
be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or any Note other than a provision in the Notes of
any series which specifically states that such provision shall apply in lieu
hereof), payment of interest or any Additional Amounts 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 Stated Maturity or Maturity, provided that no interest shall
accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be.


                                    ARTICLE 2

                                 FORMS OF NOTES

                SECTION 201. Forms of Notes. The Initial Notes of each series
shall be in substantially the forms of Annex A and Annex B hereto, respectively,
and, in the event of an Exchange Offer, the Exchange Notes of each series shall
be in substantially the forms of Annex C and Annex D hereto, respectively, and
in each case may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Notes may be listed, or to conform to usage.

                The Definitive Notes shall be printed, lithographed or engraved
or produced by any combination of these methods on a steel engraved border or
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Notes, as evidenced by their execution of such
Notes.

                SECTION 202. Form of Trustee's Certificate of Authentication.
Subject to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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


<PAGE>


                                         BANKERS TRUST COMPANY, as Trustee



                                         By:___________________________________
                                              Authorized Signatory

                SECTION 203. Notes Issuable in Global Form. The Initial Notes
shall be issuable and transferable in fully registered form as Registered Notes.
Each series of the Initial Notes shall be issued in the form of one or more
permanent Global Notes or, in the case of accredited "institutional investors",
in the form of one or more Definitive Notes.

                In the event of an Exchange Offer, the Exchange Notes shall be
issuable and transferable in fully registered form as Registered Notes. Each
series of Exchange Notes shall be issued in the form of one or more permanent
Global Notes. The depository for the Notes shall initially be DTC. The Notes
shall not be issuable in definitive form except as provided in Section 305 of
this Indenture. If Notes of or within a series are issuable in global form,
then, notwithstanding the provisions of Section 302, any such Note shall
represent such of the Outstanding Notes of such series as shall be specified
therein and may provide that it shall represent the aggregate principal amount
of Outstanding Notes of such series from time to time endorsed thereon and that
the aggregate amount of Outstanding Notes of such series represented thereby may
from time to time be increased or decreased to reflect exchanges. Any
endorsement of a Note in global form to reflect the amount, or any increase or
decrease in the amount, of Outstanding Notes represented thereby shall be made
by the Trustee in such manner and upon instructions given by such Person or
Persons as shall be specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section
303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Note in permanent global form in the manner and upon instructions given by the
Person or Persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 303 or 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Note in global form shall be in writing but need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel.

                The provisions of the last sentence of Section 303 shall apply
to any Note represented by a Note in global form if such Note was never issued
and sold by the Company and the Company delivers to the Trustee the Note in
global form together with written instructions (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) with regard to
the reduction in the principal amount of Notes represented thereby, together
with the written statement contemplated by the last sentence of Section 303.


<PAGE>


                Notwithstanding the provisions of Section 307, payment of
principal of and any premium and interest on any Note in permanent global form
shall be made to the Person or Persons specified therein.

                Notwithstanding the provisions of Section 308 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such principal amount
of Outstanding Notes represented by a permanent Global Note in the case of a
permanent Global Note in registered form, the Holder of such permanent Global
Note in registered form.


                                    ARTICLE 3

                                    THE NOTES

                SECTION 301. Terms of the Notes. There shall be a series of
Notes designated the "7.20% Notes due 2004" and a series of Notes designated the
"7.375% Notes due 2007."

                The aggregate principal amount of the 2004 Notes shall be
limited to $150,000,000, and, except as provided herein, the Company shall not
execute and the Trustee shall not authenticate or deliver 2004 Notes in excess
of such aggregate principal amount.

                The aggregate principal amount of the 2007 Notes shall be
limited to $125,000,000, and, except as provided herein, the Company shall not
execute and the Trustee shall not authenticate or deliver 2007 Notes in excess
of such aggregate principal amount.

                Nothing contained in this Indenture, or in the Notes, is
intended to or shall limit execution by the Company or authentication or
delivery by the Trustee of Notes under the circumstances contemplated by
Sections 303, 304, 305, 306, 906 and 1107 of this Indenture.

                The 2004 Notes will bear interest at a rate of 7.20% per annum
and the 2007 Notes will bear interest at a rate of 7.375% per annum in each
case, from July 1, 1997 or from the immediately preceding Interest Payment Date
to which interest has been paid or duly provided for, payable semi-annually in
arrears on January 1 and July 1 of each year, commencing January 1, 1998 (each,
an "Interest Payment Date"), to the Person in whose name such Note is registered
at the close of business on December 15 or June 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date (each, a
"Regular Record Date"). Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months. The interest so payable on any Note which is
not punctually paid or duly provided for on any Interest Payment Date shall
forthwith cease to be payable to the Person in whose name such Note is
registered on the relevant Regular Record Date, and such defaulted interest
shall instead be payable to the Person in whose name such Note is registered on
the Special Record Date or other specified date determined in accordance with
this Indenture.

                The 2004 Notes will mature on July 1, 2004 and the 2007 Notes
will mature on July 1, 2007.


<PAGE>


                The Initial 2004 Notes issued in global form shall be
substantially in the form of Annex A hereto (including the Global Note legend
affixed thereon) and Initial 2004 Notes issued in definitive form shall be
substantially in the form of Annex A hereto (but without the Global Note legend
attached thereto). The Initial 2007 Notes issued in global form shall be
substantially in the form of Annex B hereto (including the Global Note legend
affixed thereon) and Initial 2007 Notes issued in definitive form shall be
substantially in the form of Annex B hereto (but without the Global Note legend
attached thereto).

                The Exchange Notes issued in exchange for Initial 2004 Notes
that are issued in global form shall be substantially in the form of Annex C
hereto (including the Global Note legend affixed thereon) and Exchange Notes
issued in exchange for Initial 2004 Notes that are issued in definitive form
shall be substantially in the form of Annex C hereto (but without the Global
Note legend attached thereto). The Exchange Notes that are issued in exchange
for Initial 2007 Notes that are issued in global form shall be substantially in
the form of Annex D hereto (including the Global Note legend affixed thereon)
and Exchange Notes that are issued in exchange for Initial 2007 Notes that are
issued in definitive form shall be substantially in the form of Annex D hereto
(but without the Global Note legend attached thereto). Any Exchange Note that is
a Private Exchange Note will include the Restricted Securities Legend affixed
thereon.

                SECTION 302. Denominations. The Notes of each series shall be
issuable in denominations of $1,000 and integral multiples thereof.

                SECTION 303. Execution, Authentication, Delivery and Dating. The
Notes shall be executed by the Company's Chairman of the Board, Chief Financial
Officer, President, Secretary or one of its Executive Vice Presidents and by the
general partner of the Guarantor. The signature of any of these officers or
general partner on the Notes may be manual or facsimile signatures of the
present or any future such authorized officer and may be imprinted or otherwise
reproduced on the Notes. Notes bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company or general
partner of the Guarantor shall bind the Company or the Guarantor, as the case
may be, notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the authentication and delivery of such Notes or did not
hold such offices at the date of such Notes.

                At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver the Notes, executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Notes, and the Trustee in accordance with
the Company Order shall authenticate and deliver such Notes.

                In authenticating such Notes, and accepting the additional
responsibilities under this Indenture in relation to such Notes, the Trustee
shall be entitled to receive (other than in the case of the Initial Notes), and
(subject to TIA Section 315(a) through 315(d)) shall be fully protected in
relying upon,

                (i) an Opinion of Counsel stating that


<PAGE>

                        (a) the form or forms of such Notes have been
established in conformity with the provisions of this Indenture;

                        (b) the terms of such Notes have been established in
conformity with the provisions of this Indenture; and

                        (c) such Notes when completed by appropriate insertions
and executed and delivered by the Company to the Trustee for authentication in
accordance with this Indenture, authenticated and delivered by the Trustee in
accordance with this Indenture and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute
legal, valid and binding obligations of the Company, enforceable in accordance
with their terms, subject to applicable bankruptcy, insolvency, reorganization
and other similar laws of general applicability relating to or affecting the
enforcement of creditors' rights generally and to general equitable principles;
and

                (ii) an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the issuance of the Notes
have been complied with and that, to the best of the knowledge of the signers of
such certificate, no Event of Default with respect to any of the Notes has
occurred and is continuing.

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

                Each Registered Note shall be dated the date of its
authentication.

                No Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture. Notwithstanding the foregoing, if
any Note shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Note to the Trustee
for cancellation as provided in Section 309 together with a written statement
(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) stating that such Note has never been issued and sold by the
Company, for all purposes of this Indenture such Note shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.

                SECTION 304. Temporary Notes. Pending the preparation of
Definitive Notes, the Company may execute, and upon Company Order, the Trustee
shall authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the Definitive Notes in lieu of which they


<PAGE>


are issued, in registered form, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Notes may
determine, as conclusively evidenced by their execution of such Notes. Such
temporary Notes may be in global form.

                Except in the case of temporary Notes in global form (which
shall be exchanged in accordance with or pursuant to a Board Resolution), if
temporary Notes of any series are issued, the Company will cause Definitive
Notes of that series to be prepared without unreasonable delay. After the
preparation of Definitive Notes of such series, the temporary Notes of such
series shall be exchangeable for Definitive Notes of such series upon surrender
of the temporary Notes of such series at the office or agency of the Company in
a Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Notes of any series, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Notes of the same series and
authorized denominations. Until so exchanged, the temporary Notes of any series
shall in all respects be entitled to the same benefits under this Indenture as
Definitive Notes of such series.

                SECTION 305. Registration, Registration of Transfer and
Exchange. The Company shall cause to be kept at the Corporate Trust Office of
the Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Notes (the registers maintained in such office or in
any such office or agency of the Company in a Place of Payment being herein
sometimes referred to collectively as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Notes and of transfers of Registered Notes.
The Security Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. The Trustee, at its
Corporate Trust Office, is hereby initially appointed "Security Registrar" for
the purpose of registering Registered Notes and transfers of Registered Notes on
such Security Register as herein provided. In the event that the Trustee shall
cease to be Security Registrar, it shall have the right to examine the Security
Register at all reasonable times.

                Subject to the provisions of this Section 305, upon surrender
for registration of transfer of any Registered Note of any series at any office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Notes of
the same series, of any authorized denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions. Subject to the provisions of this
Section 305, at the option of the Holder, Registered Notes of any series may be
exchanged for other Registered Notes of the same series, of any authorized
denomination or denominations and of a like aggregate principal amount,
containing identical terms and provisions, upon surrender of the Registered
Notes to be exchanged at any such office or agency. Whenever any such Registered
Notes are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Registered Notes which the Holder
making the exchange is entitled to receive.

                (a) Transfer and Exchange of Global Notes. A Global Note may not
be transferred as a whole except by DTC to a nominee of DTC, by a nominee of DTC
to another nominee of DTC, or


<PAGE>


by DTC or any such nominee to a successor of DTC or a nominee of such successor
depositary. All Global Notes will be exchanged by the Company for Definitive
Notes if (i) the Company delivers to the Trustee notice from DTC that it is
unwilling or unable to continue to act as depositary or that it is no longer a
clearing agency registered under the Exchange Act and, in either case, a
successor depositary is not appointed by the Company within 90 days after the
date of such notice from the depositary or (ii) the Company in its sole
discretion determines that the Global Notes (in whole but not in part) should be
exchanged for Definitive Notes and delivers a written notice to such effect to
the Trustee. Upon the occurrence of either of the preceding events in (i) or
(ii) above, Definitive Notes shall be issued in such names as the DTC shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided herein. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Article Three, shall be authenticated and delivered in the form of, and
shall be, a Global Note. A Global Note may not be exchanged for another Note
other than as provided herein.

                (b) Transfer and Exchange of Beneficial Interests in Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through DTC, in accordance with the provisions of this
Indenture and the Applicable Procedures. For the purposes of Subparagraphs
(b)-(d) of this Section 305, neither the Company nor the Trustee (nor any
registrar or paying agent) will have any responsibility for the performance by
DTC or their Participants or Indirect Participants of their respective
obligations under the rules and procedures governing their operations. DTC has
advised the Company that it will take any action permitted to be taken by a
holder of Notes only at the direction of one or more Participants whose accounts
are credited with DTC interests in a Global Note. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the 144A Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs as applicable:

                (i) Transfer of Beneficial Interests in the Same Global Note.
        Beneficial interests in any Restricted Global Note may be transferred to
        persons who take delivery thereof in the form of a beneficial interest
        in the same Restricted Global Note in accordance with the transfer
        restrictions set forth in the Restricted Securities Legend. Beneficial
        interests in any Unrestricted Global Note may be transferred only to
        persons who take delivery thereof in the form of a beneficial interest
        in an Unrestricted Global Note. No written orders or instructions shall
        be required to be delivered to the Registrar to effect the transfers
        described in 3.05(b)(i).

                (ii) All Other Transfers and Exchanges of Beneficial Interests
        in Global Notes. In connection with all transfers and exchanges of
        beneficial interests (other than a transfer of a beneficial interest in
        a Global Note to a person who takes delivery thereof in the form of a
        beneficial interest in the same Global Note), the transferor of such
        beneficial interest must deliver to DTC either (A) (1) a written order
        from a participant or an indirect participant given to DTC in accordance
        with the Applicable Procedures directing DTC to credit or cause to be
        credited a beneficial interest in another Global Note in an amount equal
        to the beneficial interest to be transferred or exchanged and (2)
        instructions given in accordance with the Applicable Procedures
        containing information regarding the participant account to be credited
        with such increase or (B) (1) a written order from a participant or an
        indirect participant given


<PAGE>


        to DTC directing DTC to cause to be issued a Definitive Note in an
        amount equal to the beneficial interest to be transferred or exchanged
        and (2) instructions given by DTC to the Registrar containing
        information regarding the person in whose name such Definitive Note
        shall be registered to effect the transfer or exchange referred to in
        (1) above. Upon an Exchange Offer by the Company in accordance with
        Section 3.05(f) hereof, the requirements of this clause (ii) shall be
        deemed to have been satisfied upon receipt by the Registrar of the
        instructions contained in a Letter of Transmittal delivered by the
        Holder of such beneficial interests in the Restricted Global Notes. Upon
        satisfaction of all of the requirements for transfer or exchange of
        beneficial interests in Global Notes contained in this Indenture, the
        Notes and otherwise applicable under the Securities Act, the Trustee
        shall adjust the principal amount of the relevant Global Note pursuant
        to Section 3.05(h) hereof.

                (iii) Transfer of Beneficial Interests to Another Restricted
        Global Note. A beneficial interest in any Restricted Global Note may be
        transferred to a Person who takes delivery thereof in the form of a
        beneficial interest in the 144A Global Note if the transfer complies
        with the requirements of clause (ii) above and DTC receives, if the
        transferee will take delivery in the form of a beneficial interest in
        the 144A Global Note, from the transferor a certificate in the form of
        Exhibit A hereto, including the certifications in item (1) thereof.

                (iv) Transfer and Exchange of Beneficial Interests in a
        Restricted Global Note for Beneficial Interests in the Unrestricted
        Global Note. A beneficial interest in any Restricted Global Note may be
        exchanged by any Holder thereof for a beneficial interest in an
        Unrestricted Global Note or transferred to a person who takes delivery
        thereof in the form of a beneficial interest in an Unrestricted Global
        Note if the exchange or transfer complies with the requirements of
        clause (ii) above and:

                        (A) such exchange or transfer is effected pursuant to
                the Exchange Offer in accordance with the Registration Rights
                Agreement and the Holder of the beneficial interest to be
                transferred, in the case of an exchange, or the transferee, in
                the case of a transfer, certifies in the applicable Letter of
                Transmittal that it is not (1) a broker-dealer, (2) a person
                participating in the distribution of the Exchange Notes or (3) a
                Person who is an affiliate (as defined in Rule 144) of the
                Company;

                        (B) any such transfer is effected pursuant to a Shelf
                Registration in accordance with the Registration Rights
                Agreement;

                        (C) any such transfer is effected by a Participating
                Broker-Dealer pursuant to the Exchange Registration Statement in
                accordance with the Registration Rights Agreement; or

                        (D) DTC receives the following:

                                (1) if the Holder of such beneficial interest in
                a Restricted Global Note proposes to exchange such beneficial
                interest for a beneficial interest in an


<PAGE>


                Unrestricted Global Note, a certificate from such Holder in the
                form of Exhibit B hereto, including the certifications in item
                (1)(a) thereof;

                                (2) if the Holder of such beneficial interest in
                a Restricted Global Note proposes to transfer such beneficial
                interest to a Person who shall take delivery thereof in the form
                of a beneficial interest in an Unrestricted Global Note, a
                certificate from such Holder in the form of Exhibit A hereto,
                including the certifications in item (3) thereof; and

                                (3) in each such case set forth in this
                subparagraph (D), an Opinion of Counsel in form reasonably
                acceptable to DTC to the effect that such exchange or transfer
                is in compliance with the Securities Act and that the
                restrictions on transfer contained herein and in the Restricted
                Securities Legend are not required in order to maintain
                compliance with the Securities Act.

                        If any such transfer is effected pursuant to
        subparagraph (B) or (D) above at a time when an Unrestricted Global Note
        has not yet been issued, the Company shall issue and, upon receipt of an
        Authentication Order in accordance with Section 303 of this Indenture,
        the Trustee shall authenticate one or more Unrestricted Global Notes in
        an aggregate principal amount equal to the principal amount of
        beneficial interests transferred pursuant to subparagraph (B) or (D)
        above.

                        Beneficial interests in an Unrestricted Global Note
        cannot be exchanged for, or transferred to persons who take delivery
        thereof in the form of, a beneficial interest in a Restricted Global
        Note.

                (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes.

                (i) If any Holder of a beneficial interest in a Restricted
        Global Note proposes to exchange such beneficial interest for a
        Definitive Note or to transfer such beneficial interest to a Person who
        takes delivery thereof in the form of a Definitive Note, then, upon
        receipt by DTC of the following documentation:

                        (A) if the Holder of such beneficial interest in a
                Restricted Global Note proposes to exchange such beneficial
                interest for a Definitive Note, a certificate from such Holder
                in the form of Exhibit B hereto, including, subject to Section
                3.05(c)(ii) below, the certifications in item (2)(a) thereof;

                        (B) if such beneficial interest is being transferred to
                a QIB in accordance with Rule 144A under the Securities Act, a
                certificate to the effect set forth in Exhibit A hereto,
                including the certifications in item (1) thereof;

                        (C) if such beneficial interest is being transferred
                pursuant to an exemption from the registration requirements of
                the Securities Act in accordance with Rule 144


<PAGE>


                under the Securities Act, a certificate to the effect set forth
                in Exhibit A hereto, including the certifications in item (2)(a)
                thereof;

                        (D) if such beneficial interest is being transferred to
                an Institutional Accredited Investor in reliance on an exemption
                from the registration requirements of the Securities Act other
                than those listed in subparagraphs (B) through (C) above, a
                certificate to the effect set forth in Exhibit A hereto,
                including the certifications, certificates and Opinion of
                Counsel required by item (3) thereof, if applicable;

                        (E) if such beneficial interest is being transferred to
                the Company or any of its Subsidiaries, a certificate to the
                effect set forth in Exhibit B hereto, including the
                certifications in item (2)(b) thereof; or

                        (F) if such beneficial interest is being transferred
                pursuant to an effective registration statement under the
                Securities Act, a certificate to the effect set forth in Exhibit
                A hereto, including the certifications in item (2)(c) thereof,

        the Company shall cause by issuance of a Company Order to the Trustee
        the aggregate principal amount of the applicable Global Note to be
        reduced accordingly as provided herein, and the Company shall execute
        and the Trustee upon receipt of such Company Order shall authenticate
        and deliver to the person designated in the instructions a Definitive
        Note in the appropriate principal amount. Any Definitive Note issued in
        exchange for a beneficial interest in a Restricted Global Note pursuant
        to this Section 3.05(c) shall be registered in such name or names and in
        such authorized denomination or denominations as the Holder of such
        beneficial interest shall instruct DTC and the participant or indirect
        participant. The Trustee shall deliver such Definitive Notes to the
        Persons in whose names such Notes are so registered. Any Definitive Note
        issued in exchange for a beneficial interest in a Restricted Global Note
        pursuant to this Section 3.05(c)(i) shall bear the Restricted Securities
        Legend and shall be subject to all restrictions on transfer contained
        therein.

                (ii) Notwithstanding Section 3.05(c)(i), a Holder of a
        beneficial interest in a Restricted Global Note may exchange such
        beneficial interest for an Unrestricted Definitive Note or may transfer
        such beneficial interest to a person who takes delivery thereof in the
        form of an Unrestricted Definitive Note only if:

                        (A) such exchange or transfer is effected pursuant to
                the Exchange Offer in accordance with the Registration Rights
                Agreement and the Holder of such beneficial interest, in the
                case of an exchange, or the transferee, in the case of a
                transfer, certifies in the applicable Letter of Transmittal that
                it is not (1) a broker-dealer, (2) a person participating in the
                distribution of the Exchange Notes or (3) a Person who is an
                affiliate (as defined in Rule 144) of the Company;

                        (B) any such transfer is effected pursuant to the Shelf
                Registration in accordance with the Registration Rights
                Agreement;


<PAGE>


                        (C) any such transfer is effected by a participating
                Broker-Dealer pursuant to the Exchange Offer Registration
                Statement in accordance with the Registration Rights Agreement;
                or

                        (D) DTC receives the following:

                                (1) if the Holder of such beneficial interest in
                a Restricted Global Note proposes to exchange such beneficial
                interest for a Definitive Note that does not bear the Restricted
                Securities Legend, a certificate from such Holder in the form of
                Exhibit B hereto, including the certifications in item (1)(b)
                thereof;

                                (2) if the Holder of such beneficial interest in
                a Restricted Global Note proposes to transfer such beneficial
                interest to a person who shall take delivery thereof in the form
                of a Definitive Note that does not bear the Restricted
                Securities Legend, a certificate from such Holder in the form of
                Exhibit A hereto, including the certifications in item (3)
                thereof; and

                                (3) in each such case set forth in this
                subparagraph (D), an Opinion of Counsel in form reasonably
                acceptable to the Company, to the effect that such exchange or
                transfer is in compliance with the Securities Act and that the
                restrictions on transfer contained herein and in the Restricted
                Securities Legend are not required in order to maintain
                compliance with the Securities Act.

                (iii) If any Holder of a beneficial interest in an Unrestricted
        Global Note proposes to exchange such beneficial interest for a
        Definitive Note or to transfer such beneficial interest to a person who
        takes delivery thereof in the form of a Definitive Note, then, upon
        satisfaction of the conditions set forth in Section 3.05(b)(ii) hereof,
        the Trustee shall cause the aggregate principal amount of the applicable
        Global Note to be reduced accordingly pursuant to this Indenture, and
        the Company shall execute and the Trustee shall upon receipt of a
        Company Order authenticate and deliver to the Person designated in the
        instructions a Definitive Note in the appropriate principal amount. Any
        Definitive Note issued in exchange for a beneficial interest pursuant to
        this Section 3.05(c)(iii) shall be registered in such name or names and
        in such authorized denomination or denominations as the Holder of such
        beneficial interest shall instruct DTC and the participant or indirect
        participant. The Trustee shall deliver such Definitive Notes to the
        persons in whose names such Notes are so registered. Any Definitive Note
        issued in exchange for a beneficial interest pursuant to this Section
        305(c)(iii) shall not bear the Restricted Securities Legend. A
        beneficial interest in an Unrestricted Global Note cannot be exchanged
        for a Definitive Note bearing the Restricted Securities Legend or
        transferred to a Person who takes delivery thereof in the form of a
        Definitive Note bearing the Restricted Securities Legend.

                (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests.

                (i) If any Holder of a Restricted Definitive Note proposes to
        exchange such Note for a beneficial interest in a Restricted Global Note
        or to transfer such Definitive Notes to a


<PAGE>


        person who takes delivery thereof in the form of a beneficial interest
        in a Restricted Global Note, then, upon receipt by DTC of the following
        documentation:

                        (A) if the Holder of such Restricted Definitive Note
                proposes to exchange such Note for a beneficial interest in a
                Restricted Global Note, a certificate from such Holder in the
                form of Exhibit B hereto, including the certifications in item
                (2)(b) thereof;

                        (B) if such Definitive Note is being transferred to a
                QIB in accordance with Rule 144A under the Securities Act, a
                certificate to the effect set forth in Exhibit A hereto,
                including the certifications in item (1) thereof;

                        (C) if such Definitive Note is being transferred
                pursuant to an exemption from the registration requirements of
                the Securities Act in accordance with Rule 144 under the
                Securities Act, a certificate to the effect set forth in Exhibit
                A hereto, including the certifications in item (2)(a) thereof;

                        (D) if such Definitive Note is being transferred to an
                Institutional Accredited Investor in reliance on an exemption
                from the registration requirements of the Securities Act other
                than those listed in subparagraphs (B) through (C) above, a
                certificate to the effect set forth in Exhibit B hereto,
                including the certifications, certificates and Opinion of
                Counsel required by item (2) thereof, if applicable;

                        (E) if such Definitive Note is being transferred to the
                Company or any of its Subsidiaries, a certificate to the effect
                set forth in Exhibit A hereto, including the certifications in
                item (2)(b) thereof; or

                        (F) if such Definitive Note is being transferred
                pursuant to an effective registration statement under the
                Securities Act, a certificate to the effect set forth in Exhibit
                A hereto, including the certifications in item (2)(c) thereof,

        the Trustee shall cancel the Definitive Note, increase or cause to be
        increased the aggregate principal amount of, the appropriate restricted
        Global Note.

                (ii) A Holder of a Restricted Definitive Note may exchange such
        Note for a beneficial interest in an Unrestricted Global Note or
        transfer such Restricted Definitive Note to a Person who takes delivery
        thereof in the form of a beneficial interest in an Unrestricted Global
        Note only if:

                        (A) such exchange or transfer is effected pursuant to
                the Exchange Offer in accordance with the Registration Rights
                Agreement and the Holder, in the case of an exchange, or the
                transferee, in the case of a transfer, certifies in the
                applicable Letter of Transmittal that it is not (1) a
                broker-dealer, (2) a person participating in the distribution of
                the Exchange Notes or (3) a person who is an affiliate (as
                defined in Rule 144) of the Company;


<PAGE>


                        (B) any such transfer is effected pursuant to the Shelf
                Registration in accordance with the Registration Rights
                Agreement;

                        (C) any such transfer is effected by a Participating
                Broker-Dealer pursuant to an Exchange Registration Statement in
                accordance with the Registration Rights Agreement; or

                        (D) DTC receives the following:

                                (1) if the Holder of such Definitive Notes
                proposes to exchange such Notes for a beneficial interest in the
                Unrestricted Global Note, a certificate from such Holder in the
                form of Exhibit B hereto, including the certifications in item
                (1)(c) thereof;

                                (2) if the Holder of such Definitive Notes
                proposes to transfer such Definitive Notes to a person who shall
                take delivery thereof in the form of a beneficial interest in
                the Unrestricted Global Note, a certificate from such Holder in
                the form of Exhibit A hereto, including the certifications in
                item (3) thereof; and

                                (3) in each such case set forth in this
                subparagraph (D), an Opinion of Counsel in form reasonably
                acceptable to the Company to the effect that such exchange or
                transfer is in compliance with the Securities Act, that the
                restrictions on transfer contained herein and in the Restricted
                Securities Legend are not required in order to maintain
                compliance with the Securities Act, and such Definitive Notes
                are being exchanged or transferred in compliance with any
                applicable blue sky securities laws of any State of the United
                States.

        Upon satisfaction of the conditions of any of the subparagraphs in this
        Section 3.05(d)(ii), the Trustee shall cancel the Definitive Notes and
        increase or cause to be increased the aggregate principal amount of the
        Unrestricted Global Note.

                (iii) A Holder of an Unrestricted Definitive Note may exchange
        such Note for a beneficial interest in an Unrestricted Global Note or
        transfer such Definitive Notes to a person who takes delivery thereof in
        the form of a beneficial interest in an Unrestricted Global Note at any
        time. Upon receipt of a request for such an exchange or transfer, the
        Trustee shall cancel the applicable Unrestricted Definitive Note and
        increase or cause to be increased the aggregate principal amount of one
        of the Unrestricted Global Notes.

                If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of a Company Order in accordance with
Section 3.03 of this Indenture, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of beneficial interests transferred pursuant to subparagraphs
(ii)(B), (ii)(D) or (iii) above.


<PAGE>


                (e) Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 3.05(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, pursuant to the provisions of this Section 3.05(e).

                (i) Restricted Definitive Notes may be transferred to and
        registered in the name of Persons who take delivery thereof if the
        Registrar receives the following:

                        (A) if the transfer will be made pursuant to Rule 144A
                under the Securities Act, then the transferor must deliver a
                certificate in the form of Exhibit A hereto, including the
                certifications in item (1) thereof;

                        (B) if the transfer will be made pursuant to any other
                exemption from the registration requirements of the Securities
                Act, then the transferor must deliver a certificate in the form
                of Exhibit B hereto, including the certifications, certificates
                and Opinion of Counsel required by item (2) thereof, if
                applicable.

                (ii) Any Restricted Definitive Note may be exchanged by the
        Holder thereof for an Unrestricted Definitive Note or transferred to a
        Person or Persons who take delivery thereof in the form of an
        Unrestricted Definitive Note if:

                        (A) such exchange or transfer is effected pursuant to
                the Exchange Offer in accordance with the Registration Rights
                Agreement and the Holder, in the case of an exchange, or the
                transferee, in the case of a transfer, certifies in the
                applicable Letter of Transmittal that it is not (1) a
                broker-dealer, (2) a Person participating in the distribution of
                the Exchange Notes or (3) a Person who is an affiliate (as
                defined in Rule 144) of the Company;

                        (B) any such transfer is effected pursuant to the Shelf
                Registration in accordance with the Registration Rights
                Agreement;

                        (C) any such transfer is effected by a Participating
                Broker-Dealer (as defined in the Registration Rights Agreement)
                pursuant to the Exchange Registration Statement in accordance
                with the Registration Rights Agreement; or

                        (D) the Registrar receives the following:

                                (1) if the Holder of such Restricted Definitive
                Notes proposes to exchange such Notes for an Unrestricted
                Definitive Note, a certificate from such


<PAGE>


                Holder in the form of Exhibit B hereto, including the
                certifications in item (1)(d) thereof;

                                (2) if the Holder of such Restricted Definitive
                Notes proposes to transfer such Notes to a Person who shall take
                delivery thereof in the form of an Unrestricted Definitive Note,
                a certificate from such Holder in the form of Exhibit A hereto,
                including the certifications in item (3) thereof; and

                                (3) in each such case set forth in this
                subparagraph (D), an Opinion of Counsel in form acceptable to
                the Company to the effect that such exchange or transfer is in
                compliance with the Securities Act, that the restrictions on
                transfer contained herein and in the Restricted Securities
                Legend are not required in order to maintain compliance with the
                Securities Act, and such Restricted Definitive Note is being
                exchanged or transferred in compliance with any applicable blue
                sky securities laws of any State of the United States.

                (iii) A Holder of Unrestricted Definitive Notes may transfer
        such Notes to a Person who takes delivery thereof in the form of an
        Unrestricted Definitive Note. Upon receipt of a request to register such
        a transfer, the Registrar shall register the Unrestricted Definitive
        Notes pursuant to the instructions from the Holder thereof. Unrestricted
        Definitive Notes cannot be exchanged for or transferred to Persons who
        take delivery thereof in the form of a Restricted Definitive Note.

                (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of a Company Order in accordance with Section 303 of this
Indenture, the Trustee shall authenticate (i) one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of the
beneficial interests in the Restricted Global Notes tendered for acceptance by
Persons that certify in the applicable Letter of Transmittal that they are not
(x) broker-dealers, (y) participating in the distribution of the Exchange Notes
or (z) affiliates (as defined in Rule 144) of the Company, and accepted for
exchange in the Exchange Offer and (ii) Definitive Notes in an aggregate
principal amount equal to the principal amount of the Restricted Definitive
Notes accepted for exchange in the Exchange Offer. Concurrent with the issuance
of such Notes, the Trustee shall cause the aggregate principal amount of the
applicable Restricted Global Notes to be reduced accordingly, and the Company
shall execute and the Trustee shall authenticate and deliver to the Persons
designated by the Holders of Definitive Notes so accepted Definitive Notes in
the appropriate principal amount.

                (g) Legends. The following legends shall appear on the face of
all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                (i) Restricted Securities Legend.

                        (A) Except as permitted by subparagraph (B) below, each
                Restricted Global Note and each Restricted Definitive Note (and
                all Notes issued in exchange therefor or


<PAGE>


                substitution thereof) and each Private Exchange Note shall bear
                the legend in substantially the following form:

                   "THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER
        THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
        ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
        OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN
        THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
        REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
        IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL
        "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7)
        UNDER THE SECURITIES ACT) ("INSTITUTIONAL ACCREDITED INVESTOR"), (2)
        AGREES THAT IT WILL NOT PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
        APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(K)
        UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR
        OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (A) TO
        CARRAMERICA REALTY CORPORATION (THE "COMPANY") OR ANY SUBSIDIARY
        THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
        SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER ("QIB") IN
        COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) TO AN
        INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
        FURNISHES TO THE TRUSTEE FOR THE NOTES A SIGNED LETTER CONTAINING
        CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
        TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN
        BE OBTAINED FROM SUCH TRUSTEE) OR (E) PURSUANT TO THE EXEMPTION FROM
        REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
        AVAILABLE) AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM
        THE SECURITY EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
        THE EFFECT OF THIS LEGEND IN CONNECTION WITH ANY TRANSFER OF THE
        SECURITY EVIDENCED HEREBY PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
        APPLICABLE TO SUCH SECURITY UNDER RULE 144(K) UNDER THE SECURITIES ACT
        (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX
        SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER
        AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE FOR THE NOTES. IF THE
        PROPOSED TRANSFEREE IS NOT THE COMPANY, A SUBSIDIARY THEREOF OR A QIB TO
        WHICH THIS NOTE IS BEING TRANSFERRED IN COMPLIANCE WITH RULE 144A UNDER
        THE SECURITIES ACT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO
        THE TRUSTEE FOR THE NOTES SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
        INFORMATION AS THE COMPANY OR THE TRUSTEE MAY REASONABLY REQUIRE TO
        CONFIRM THAT SUCH TRANSFER IS BEING MADE


<PAGE>


        PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
        REGISTRATION REQUIREMENTS OF THE SECURITIES ACT UNLESS THE TRANSFER HAS
        BEEN REGISTERED UNDER THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
        AFTER THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE
        SECURITY EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT."

                        (B) Notwithstanding the foregoing, any Global Note or
                Definitive Note issued pursuant to subparagraphs (b)(iv),
                (c)(ii)-(iii), (d)(ii)-(iii), (e)(ii)-(iii) or (f) of this
                Section 305 (and all Notes issued in exchange therefor or
                substitution thereof other than Private Exchange Notes) or, in
                the case of any Private Exchange Notes, pursuant to subparagraph
                (b)(iv)(B) to this Section 305 shall not bear the Restricted
                Securities Legend.

                (ii) Global Note Legend. Each Global Note shall bear a legend in
        substantially the following form:

                        "UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
        REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
        ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED
        BELOW) 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.

                        THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING SET FORTH
        IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
        OF DTC OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR NOTES
        REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN
        THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE
        TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR ANOTHER
        NOMINEE OF DTC OR BY DTC OR ITS NOMINEE TO A SUCCESSOR DEPOSITORY OR ITS
        NOMINEE."

                (h) General Provisions Regarding Transfer and Exchange

                All Notes issued upon any registration of transfer or exchange
of Notes shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Notes
surrendered upon such registration of transfer or exchange. Upon consummation of
an Exchange Offer, (i) all Outstanding Initial 2004 Notes and any Exchange Notes
or

<PAGE>


or Private Exchange Notes issued in exchange therefor shall, together, be
considered one series of Notes and (ii) all Outstanding Initial 2007 Notes and
any Exchange Notes or Private Exchange Notes issued in exchange therefor shall,
together, be considered one series of Notes.

                Every Registered Note presented or surrendered for registration
of transfer or for exchange or redemption shall (if so required by the Company
or the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company 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 Notes, but the Company 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 Notes, other than exchanges
pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

                The Company, the Trustee or the Security Registrar, as
applicable, shall not be required (i) to issue, register the transfer of or
exchange any Note if such Note may be among those selected for redemption during
a period beginning at the opening of business 15 days before selection of the
Notes to be redeemed under Section 1103 and ending at the close of business on
the day of the mailing of the relevant notice of redemption or (ii) to register
the transfer of or exchange any Registered Note so selected for redemption in
whole or in part, except, in the case of any Registered Note to be redeemed in
part, the portion thereof not to be redeemed, or (iii) to issue, register the
transfer of or exchange any Note which has been surrendered for repayment at the
option of the Holder, except the portion, if any, of such Note not to be so
repaid.

                SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes. If any
mutilated Note is surrendered to the Trustee or the Company, together with, in
appropriate cases, such security or indemnity as may be required by the Company
or the Trustee to hold each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Note of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding.

                If there shall be delivered to the Company and to the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any Note
and (ii) such security or indemnity as may be required by them to hold each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Note has been acquired by a bona fide
purchaser, the Company shall execute and upon the Company's request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Note a new Note of the same series and principal amount, containing identical
terms and provisions and bearing a number not contemporaneously outstanding.

                Notwithstanding the provisions of the immediately preceding two
paragraphs, in case any such mutilated, destroyed, lost or stolen Note has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Note pay such.


<PAGE>


                Upon the issuance of any new Note under this Section, the
Company 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
reasonable expenses (including the reasonable fees and expenses of the Trustee)
connected therewith.

                Every new Note of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Note, shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Note 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 Notes 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 Notes.

                SECTION 307. Payment of Interest; Interest Rights Preserved.
Interest on any Registered Note that 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 Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest at the office or agency of
the Company maintained for such purpose pursuant to Section 1002; provided,
however, that each installment of interest on any Registered Note may at the
Company's option be paid by mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 308,
to the address of such Person as it appears on the Security Register.

                Every permanent Global Note will provide that interest, if any,
payable on any Interest Payment Date will be paid to DTC, for the purpose of
permitting DTC to credit the interest received by it in respect of such
permanent Global Note to the accounts of the beneficial owners thereof.

                Any interest on any Registered Note of any series that 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 registered Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company at its election in each case, as provided in clause (1) or (2)
below:

                (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Notes of such series (or
their respective Predecessor Notes) 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 Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Registered Note
of such series and the date of the proposed payment (which shall not be less
than 20 days after such notice is received by the Trustee), and at the same time
the Company 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 on or 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


<PAGE>


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 Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of Registered
Notes of such series at his address as it appears in the Note Register not less
than 10 days prior to such Special Record Date. The Trustee may, in its
discretion, in the name and at the expense of the Company, cause a similar
notice to be published at least once in an Authorized Newspaper in each place of
payment, but such publications shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names the Registered Notes of such series (or their respective Predecessor
Notes) 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 Company may make payment of any Defaulted Interest on
the Registered Notes of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such Notes may be
listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant to
this clause, such manner of payment shall be deemed practicable by the Trustee.

                Subject to the foregoing provisions of this Section and Section
305, each Note delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Note shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Note.

                SECTION 308. Persons Deemed Owners. Prior to due presentment of
a Registered Note for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name such
Registered Note is registered as the owner of such Note for the purpose of
receiving payment of principal of (and premium or Make-Whole Amount, if any) and
(subject to Sections 305 and 307) interest on, such Registered Note and for all
other purposes whatsoever, whether or not such Registered Note be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Note in global form or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

                Notwithstanding the foregoing, with respect to any Global Note,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any depositary, as a Holder, with respect to
such Global Note or impair, as between such depositary and owners of beneficial
interests in such Global Note, the operation of customary practices governing
the exercise of the rights of such depositary (or its nominee) as Holder of such
Global Note.


<PAGE>


                SECTION 309. Cancellation. All Notes surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Notes surrendered directly to the Trustee
for any such purpose shall be promptly canceled by it. The Company may at any
time deliver to the Trustee for cancellation any Notes previously authenticated
and delivered hereunder which the Company 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 Notes previously authenticated hereunder
which the Company has not issued and sold, and all Notes so delivered shall be
promptly canceled by the Trustee. If the Company shall so acquire any of the
Notes, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Notes unless and until the
same are surrendered to the Trustee for cancellation. No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section, except as expressly permitted by this Indenture. Canceled Notes
held by the Trustee shall be destroyed by the Trustee and the Trustee shall
deliver a certificate of such destruction to the Company, unless, by the Company
Order, the Company directs the return of such cancelled Notes to the Company.

                SECTION 310. Computation of Interest. Interest on the Notes of
each series shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.


                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

                SECTION 401. Satisfaction and Discharge of Indenture. This
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Notes specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Notes of such series
herein expressly provided for and any right to receive Additional Amounts, as
provided in Section 1012), and the Trustee, upon receipt of a Company Order, and
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when,

                (1) either

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

                        (B) all Notes of such series not theretofore delivered
to the Trustee for cancellation


<PAGE>


                                (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 at the
option of the Company 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 Company, and the Company has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount of money, sufficient to pay and discharge the entire indebtedness on
such Notes not theretofore delivered to the Trustee for cancellation, for
principal and premium or Make-Whole Amount, if any and interest, to the date of
such deposit (in the case of Notes which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;

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

                (3) the Company 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 as to such series have been complied with.

                Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee and any predecessor
Trustee under Section 606, the obligations of the Company to any Authenticating
Agent under Section 611 and, if money shall have been deposited with and held by
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 Funds. 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 Notes, and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal and premium or Make-Whole Amount, if any, and any interest and
Additional Amounts for whose payment such money has deposited with or received
by the Trustee, but such money need not be segregated from other funds except to
the extent required by law.


<PAGE>


                                    ARTICLE 5

                                    REMEDIES

                SECTION 501. Events of Default. "Event of Default," wherever
used herein with respect to either series of Notes, means any one of the
following events (whatever the reason for such Event of Default and whether or
not 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 or Additional
Amounts payable in respect of any Note of that series when such interest or
Additional Amount 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 premium or
Make-Whole Amount, if any, on) any Note of that series when it becomes due and
payable at its Maturity, upon redemption, upon declaration or otherwise; or

                (3) (i) default in the performance, or breach, of any covenant
or warranty of the Company or the Guarantor in this Indenture with respect to
any Note of that series (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with), or (ii) the failure of any Subsidiary to comply with the provisions in
Section 1004, and, in each case, continuance of such default or breach for a
period of 60 days after there has been given, by registered or certified mail to
the Company, by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the Outstanding Notes 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

                (4) default under any bond, debenture, note, or other evidence
of indebtedness for money borrowed by the Company or any of its Subsidiaries
(including obligations under leases required to be capitalized on the balance
sheet of the lessee under GAAP), representing Recourse Indebtedness or
indebtedness guaranteed by such party in an aggregate principal amount in excess
of $5,000,000, or under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any indebtedness for
money borrowed by the Company or any of its Subsidiaries (including the leases)
in an aggregate principal amount in excess of $5,000,000, whether the
indebtedness now exists or shall hereafter be created, which default shall have
resulted in the indebtedness becoming or being declared due and payable prior to
the date on which it would otherwise have become due and payable, or the
obligations being accelerated, without the acceleration having been rescinded or
annulled;

                (5) the Company or any Significant Subsidiary pursuant to or
within the meaning of any Bankruptcy Law:

                        (A) commences a voluntary case,


<PAGE>


                        (B) consents to the entry of an order for relief against
                            it in an involuntary case,

                        (C) consents to the appointment of a Custodian of it or
                            for all or substantially all of its property, or

                        (D) makes a general assignment for the benefit of its
                            creditors; or

                (6) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

                        (A) is for relief against the Company or any
                            Significant Subsidiary in an involuntary case,

                        (B) appoints a Custodian of the Company or any
                            Significant Subsidiary or for all or
                            substantially all of either of its property, or

                        (C) orders the liquidation of the Company or any
                            Significant Subsidiary,

and the order or decree remains unstayed and in effect for 90 days; or

                (7) except as permitted under this Indenture, the Guaranty is
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or the Guarantor shall deny or
disaffirm, in any pleading, its obligations under the Guaranty.

                As used in this Section 501, the term "Bankruptcy Law" means
Title 11 U.S. Code or any similar Federal or State law for the relief of debtors
and the term "Custodian" means any receiver, trustee, assignee, liquidator or
other similar official under any Bankruptcy Law.

                SECTION 502. Acceleration of Maturity; Rescission and Annulment.
If an Event of Default with respect to Notes of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Notes of
that series may declare the principal of, and the Make-Whole Amount, if any, on,
all the Notes of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal and Make-Whole Amount or specified portion
thereof shall become immediately due and payable. If an Event of Default with
respect to the Notes of any series set forth in Section 501(5) or (6) of this
Indenture occurs and is continuing, then in every such case all the Notes of
that series shall become immediately due and payable, without notice to the
Company, at the principal amount thereof plus accrued interest to the date the
Notes of that series are paid plus any Make-Whole Amount, due on the Notes of
that series.

                At any time after such a declaration of acceleration with
respect to Notes 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


<PAGE>


Outstanding Notes of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

                (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay:

                        (A) all overdue installments of interest on and any
Additional Amounts payable in respect of all Outstanding Notes of that series.

                        (B) the principal of (and premium or Make-Whole Amount,
if any, on) any Outstanding Notes of that series which have become due otherwise
than by such declaration of acceleration and interest thereon at the rate or
rates borne by or provided for in such Notes,

                        (C) to the extent that payment of such interest is
lawful, interest upon overdue installments of interest and any Additional
Amounts at the rate or rates borne by or provided for in such Notes, and

                        (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 Notes of that series,
other than the nonpayment of the principal of (or premium or Make-Whole Amount,
if any) or interest on Notes 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 Company covenants that if:

                (1) default is made in the payment of any installment of
interest or Additional Amounts, if any, on any Note of any series when such
interest or Additional Amount 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 or Make-Whole Amount, if any, on) any Note of any series at its
Maturity, upon redemption, upon declaration or otherwise.

                then the Company will, upon demand of the Trustee, pay to the
Trustee, for the benefit of the Holders of such Notes of such series, the whole
amount then due and payable on such Notes for principal (and premium or
Make-Whole Amount, if any) and interest and Additional Amount with interest upon
any overdue principal (and premium or Make-Whole Amount, if any) and, to the
extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest or Additional Amounts, if any, at the rate or
rates borne by or provided for in such Notes, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of


<PAGE>


collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

                If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company, or any other obligor upon such Notes of
such series and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Notes of such series, wherever situated.

                If an Event of Default with respect to Notes 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 Notes 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 the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Notes or the
property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Notes of any series shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal, premium or Make-Whole Amount, if any, or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise:

                (i) to file and prove a claim for the whole amount, or such
lesser amount as may be provided for in the Notes of such series, of principal
(and premium or Make-Whole Amount, if any) and interest and Additional Amounts,
if any, owing and unpaid in respect of the Notes and to file such other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and

                (ii) 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 of Notes of such series to make such payments
to the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.


<PAGE>


                Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
a Note any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder of a Note in any such
proceeding.

                SECTION 505. Trustee May Enforce Claims Without Possession of
Notes. All rights of action and claims under this Indenture or any of the Notes
may be prosecuted and enforced by the Trustee without the possession of any of
the Notes 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 Notes 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 premium or Make-Whole Amount, if any) or
interest and any Additional Amounts, upon presentation of the Notes, or both, as
the case may be, 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 and any
predecessor Trustee under Section 606;

                SECOND: To the payment of the amounts then due and unpaid upon
the Notes for principal (and premium or Make-Whole Amount, if any) and interest
and any Additional Amounts payable, 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 aggregate amounts due and payable on such Notes for
principal (and premium or Make-Whole Amount, if any) and interest and Additional
Amounts, respectively; and

                THIRD: To the payment of the remainder, if any, to the Company.

                SECTION 507. Limitation on Suits. No Holder of any Note 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 Notes of that
series;

                (2) the Holders of not less than 25% in principal amount of the
Outstanding Notes 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;


<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 Notes 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 such Holders.

                SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amount.
Notwithstanding any other provision in this Indenture, the Holder of any Note
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium or Make-Whole Amount, if any) and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of such
Note on the respective due dates expressed in such Note (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 of a Note 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, the Company, the Trustee and the
Holders of Notes shall, subject to any determination in such proceeding, 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 Notes in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of Notes 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.

                SECTION 511. Delay or Omission Not Waiver. No delay or omission
of the Trustee or of any Holder of any Note 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


<PAGE>


be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Notes, as the case may be.

                SECTION 512. Control by Holders of Notes. The Holders of not
less than a majority in principal amount of the Outstanding Notes 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 Notes of such series,
provided that

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

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

                (3) the Trustee need not take any action which might involve it
in personal liability or be unduly prejudicial to the Holders of Notes of such
series not joining therein.

                SECTION 513. Waiver of Past Defaults. The Holders of not less
than a majority in principal amount of the Outstanding Notes of any series may
on behalf of the Holders of all the Notes 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 premium or Make-Whole
Amount, if any) or interest on or Additional Amounts payable in respect of any
Note of such series, or

                (2) in respect of a covenant or provision hereof which under
Article 10 cannot be modified or amended without the consent of the Holder of
each Outstanding Note 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 the Company, Guarantor, Trustee and Holders shall be
restored to their former positions and rights hereunder; but no such waiver
shall extend to any subsequent or other default or Event of Default or impair
any right consequent thereon.

                SECTION 514. Waiver of Usury, Stay or Extension Laws. The
Company 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 Company (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.


<PAGE>


                SECTION 515. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Note by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, 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 or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Notes, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of (or premium or Make-Whole Amount, if any) or
interest on any Note on or after the respective Stated Maturities expressed in
such Note (or, in the case of redemption, on or after the Redemption Date). The
Company agrees to pay or reimburse the Trustee for paying all reasonable costs
and expenses (including reasonable counsels' fees) of the Trustee in connection
with (a) any default and any enforcement or collection proceedings resulting
therefrom and (b) the enforcement of this Section 515.


                                    ARTICLE 6

                                   THE TRUSTEE

                SECTION 601. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to the Notes of any series, the
Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium or Make-Whole
Amount, if any) or interest on or any Additional Amounts with respect to any
Note of such series, the Trustee shall be protected in withholding such notice
if and so long as a committee of trust officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of the Notes of such series; and provided further that in the case of any
default or breach of the character specified in Section 501(3) with respect to
the Notes of such series, no such notice to Holders shall be given until at
least 60 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 the Notes of such series.

                SECTION 602. Acceptance of Trusts; Certain Rights and Duties of
Trustee. Subject to the provisions of TIA Section 315(a) through 315(d):

                (1) except during the continuance of an Event of Default, the
Trustee shall perform only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee;

                (2) in case a default or an Event of Default has occurred and is
continuing of which a Responsible Officer of the Trustee has actual knowledge or
of which written notice of such default or


<PAGE>


Event of Default shall have been given to the Trustee by the Company, any other
obligor of the Notes or by any Holder, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent Person would exercise or use
under the circumstances in the conduct of his own affairs;

                (3) 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, coupon or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

                (4) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Note to the Trustee for authentication and delivery
pursuant to Section 303 which shall be sufficiently evidenced as provided
therein) and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;

                (5) 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;

                (6) 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 of Notes of any series pursuant to this Indenture, unless
such Holders shall have offered to the Trustee 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;

                (7) 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, coupon 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 Company personally or by agent or attorney;

                (8) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to he
Trustee and conforming to the requirement of this Indenture;

                (9) 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; and


<PAGE>


                (10) no provision of this Indenture shall be construed to
relieve the Trustee from liaibility for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that

                (a) this pagraph (10) shall not be construed to limit the effect
of paragraph (1) of this Section;

                (b) the Trustee shall not be liable for any errors of judgment
or any acts, omissions, mistakes of fact or law taken or omitted in good faith
by a Responsible Officer, unless it shall be proved that the Trustee was
negligent;

                (c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in aggregate principal amount of the
Outstanding Notes of such series relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture; and

                (d) 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.

                (11) Whether nor 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.

                The permissive right of the Trustee to do the things enumerated
in this Indenture shall not be construed as a duty, and the Trustee shall not be
answerable for other than its negligence or willful misconduct.

                Except during the continuance of an Event of Default, the
Trustee undertakes to perform only such duties as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.

                SECTION 603. Not Responsible for Recitals or Issuance of Notes.
The recitals contained herein and in the Notes, except the Trustee's certificate
of authentication shall be taken as the statements of the Company and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity, legality
or sufficiency of this Indenture or of the Notes or of any contracts referred to
herein to which the Company or the Guarantor is a party, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Notes and perform its obligations hereunder. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Notes or the proceeds thereof.


<PAGE>


                SECTION 604. May Hold Notes. The Trustee, any Paying Agent,
Security Registrar, Authenticating Agent or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of Notes
and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company
with the same rights it would have if it were not the Trustee, Paying Agent,
Security Registrar, Authenticating Agent or such other agent.

                SECTION 605. 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 with the Company.

                SECTION 606. Compensation and Reimbursement. The Company and the
Guarantor agree:

                (1) to pay to the Trustee from time to time reasonable
compensation 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
each of the Trustee and any predecessor 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 each of the Trustee and any predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its own 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.

                When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(5) or Section
501(6), 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.

                As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a lien prior to the Holders
of the Notes upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of (or premium or
Make-Whole Amount, if any) or interest on particular Notes.

                Notwithstanding any provision in this Indenture, the Trustee's
right to immunities and protection from liability hereunder and its rights to
payment of its fees, expenses and indemnities shall survive its resignation or
removal and the final payment or defeasance of the Notes and the termination


<PAGE>


of the Indenture and all indemnification and releases from liability granted
herein shall extend to its directors, officers, employees and agents.

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

                SECTION 607. Corporate Trustee Required; Eligibility;
Conflicting Interests. There shall at all times be a Trustee hereunder which
shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a
combined capital and surplus of at least $50,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or the
requirements of Federal, State, Territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation 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 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 608. Resignation and Removal; Appointment of Successor.
(a) 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 609.

                (b) The Trustee may resign at any time with respect to the Notes
of one or more series by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                (c) The Trustee may be removed at any time with respect to the
Notes of any series by Act of the Holders of a majority in principal amount of
the Outstanding Notes of such series delivered to the Trustee and the Company.

                (d) If at any time:

                        (1) the Trustee shall fail to comply with the provisions
of TIA Section 310(b) after written request therefor by the Company or by any
Holder of a Note who has been a bona fide Holder of a Note for at least six
months, or

                        (2) the Trustee shall cease to be eligible under Section
607 and shall fail to resign after written request therefor by the Company or by
any Holder of a Note who has been a bona fide Holder of a Note for at least six
months, or

                        (3) the Trustee shall become incapable of acting or
shall be adjudged 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,


<PAGE>


then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all Notes, or
(ii) subject to TIA Section 315(e), any Holder of a Note who has been a bona
fide Holder of a Note 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 Notes and the appointment of a
successor Trustee or Trustees.

                (e) 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 Notes of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Notes of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Notes of one or more or
all of such series and that at any time there shall be only one Trustee with
respect to the Notes of any particular series). If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Notes of any series shall be appointed by
Act of the Holders of a majority in principal amount of the Outstanding Notes of
such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance or such appointment,
become the successor Trustee with respect to the Notes of such series and to
that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Notes of any series shall have been so
appointed by the Company or the Holders of Notes and accepted appointment in the
manner hereinafter provided, any Holder of a Note who has been a bona fide
Holder of a Note of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to Notes of
such series.

                (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Notes of any series and each
appointment of a successor Trustee with respect to the Notes of any series in
the manner provided for notices to the Holders of Notes in Section 106. Each
notice shall include the name of the successor Trustee with respect to the Notes
of such series and the address of its Corporate Trust Office.

                SECTION 609. Acceptance of Appointment by Successor. (a) In case
of the appointment hereunder of a successor Trustee with respect to all Notes,
every such successor Trustee shall execute, acknowledge and deliver to the
Company and 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 request of the Company 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, subject nevertheless to its lien, if any, provided for in
Section 606.

                (b) In case of the appointment hereunder of a successor Trustee
with respect to the Notes of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Notes of one or
more series shall execute and deliver an indenture supplemental


<PAGE>


hereto, pursuant to Article Nine hereof, 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 Notes 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 Notes, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all of the rights, powers,
trusts and duties of the retiring Trustee with respect to the Notes 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 Notes of that or those series to
which the appointment of such successor Trustee relates; but, on request of the
Company, 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 Notes of that or those
series to which the appointment of such successor Trustee relates.

                (c) Upon request of any such successor Trustee, the Company
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 paragraph (a) or (b) of this Section, as the case may be.

                (d) 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 610. 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 of 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 Notes 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 Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes. In case any
Notes shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Notes, in either its own
name or that of its predecessor Trustee, with the full force and effect which
this Indenture provides for the certificate of authentication of the Trustee.

                SECTION 611. Appointment of Authenticating Agent. At any time
when any of the Notes remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Notes which
shall be authorized to act on behalf of the Trustee to authenticate


<PAGE>


Notes of such series issued upon exchange, registration of transfer or partial
redemption or repayment thereof, except upon original issuance or in replacement
of mutilated, lost, stolen or destroyed Notes, and Notes 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. Any such
appointment shall be evidenced by an instrument in writing signed by a
Responsible Officer of the Trustee, a copy of which instrument shall be promptly
furnished to the Company. Except on original issuance or in replacement of
mutilated, lost, stolen or destroyed Notes, wherever reference is made in this
Indenture to the authentication and delivery of Notes 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 Company and shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States of America or of any State 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 authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to applicable law or
the requirements of the aforesaid 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. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions 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 further act
on the part of the Trustee or the Authenticating Agent.

                An Authenticating Agent for any series of Notes may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Notes may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and the Company. 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 for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Notes of the series with respect to
which such Authenticating Agent will serve in the manner set forth in Section
106. 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 herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.


<PAGE>


                The Company agrees to pay to each Authenticating Agent from time
to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section.

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

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

                                       BANKERS TRUST COMPANY, as Trustee,


                                       By: _______________________________
                                              as Authenticating Agent



                                       By: _______________________________
                                              as Authorized Signatory



                                    ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                SECTION 701. Disclosure of Names and Addresses of Holders. Every
Holder of Notes, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any Authenticating
Agent nor any Paying Agent nor any Security Registrar shall be held accountable
by reason of the disclosure of any information as to the names and addresses of
the Holders of Notes in accordance with TIA Section 312, regardless of the
source from which such information was derived, and that the Trustee shall not
be held accountable by reason of mailing any material pursuant to a request made
under TIA Section 312(b).

                SECTION 702. Reports by Trustee. Within 60 days after June 30 of
each year commencing with the first June 30 after the first issuance of Notes
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders of
Notes as provided in TIA Section 313(c) a brief report dated as of such June 30
if required by TIA Section 313(a).

                SECTION 703. Reports by Company. The Company will:

                (1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or if
the Company is not required to file


<PAGE>

information, documents or reports pursuant to either of such Sections, then it
will file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;

                (2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations; and

                (3) transmit by mail to the Holders of Notes, within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in TIA Section 313(c), such summaries of any information, documents and
reports required to be filed by the Company pursuant to paragraphs (1) and (2)
of this Section as may be required by rules and regulations prescribed from time
to time by the Commission.

                SECTION 704. The Company to Furnish Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee:

                (a) semi-annually, not later than 15 days after the Regular
Record Date for interest for each series of Notes, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Registered Notes of such series as of such Regular Record Date, or if there is
no Regular Record Date for interest for such series of Notes, semi-annually,
upon such dates as are set forth in the Board Resolution or indenture
supplemental hereto authorizing such series, and

                (b) at such other times as the Trustee may request in Writing,
within 30 days after the receipt by the Company 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,

provided, however, that, so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.


<PAGE>


                                    ARTICLE 8

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

                SECTION 801. Consolidations and Mergers of the Company and
Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The
Company may consolidate with, or sell, lease or convey all or substantially all
of its assets to, or merge with or into any other entity, provided that in any
such case, (1) either the Company shall be the continuing entity, or (2) the
successor entity shall be an entity organized and existing under the laws of the
United States or a State thereof and such successor entity shall expressly
assume the due and punctual payment of the principal of (and premium or
Make-Whole Amount, if any) and any interest (including all Additional Amounts,
if any, payable pursuant to Section 1012) on all of the Notes, according to
their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company, by
supplemental indenture, complying with Article Nine hereof, satisfactory to the
Trustee, executed and delivered to the Trustee by such entity and immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or any Subsidiary as a result thereof as
having been incurred by the Company or such Subsidiary at the time or such
transaction, no Event of Default, and no event which, after notice or the lapse
of time, or both, would become an Event of Default, shall have occurred and be
continuing.

                SECTION 802. Rights and Duties of Successor Entity. In case of
any consolidation, merger, sale, lease or conveyance permitted under Section 801
and upon any assumption by the successor entity, such successor entity shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the Company, and the predecessor entity, except in the
event of a lease, shall be relieved of any further obligation under this
Indenture and the Notes. Such successor entity thereupon may cause to be signed,
and may issue either in its own name or in the name of the Company, any or all
of the Notes issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
entity, instead of the Company, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Notes which previously shall have been signed and delivered by
the officers of the Company to the Trustee for authentication, and any Notes
which such successor entity thereafter shall cause to be signed and delivered to
the Trustee for that purpose. All of the Notes so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Notes
theretofore issued in accordance with the terms of this Indenture as though all
of such Notes had been issued at the date of the execution hereof.

                In case of any such consolidation, merger, sale, lease or
conveyance, such changes in phraseology and form (but not in substance) may be
made in the Notes thereafter to be issued as may be appropriate.

                SECTION 803. Officers' Certificate and Opinion of Counsel. Any
consolidation, merger, sale, lease or conveyance permitted under Section 1205 is
also subject to the condition that the Trustee receive from the Company with
respect to Section 801 or from the Guarantor with respect to Section 1205 an
Officers' Certificate and an Opinion of Counsel to the effect that any such


<PAGE>


consolidation, merger, sale, lease or conveyance, and the assumption by any
successor entity, complies with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.


                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

                SECTION 901. Supplemental Indentures without Consent of Holders.
Without the consent of any Holders of Notes, the Company and the Guarantor, when
authorized by or pursuant to 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 Company
or the Guarantor and the assumption by any such successor of the covenants of
the Company or the Guarantor, respectively, herein and in the Notes contained;
or

                (2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Notes (and if such covenants are to be for
the benefit of less than all series of Notes, 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 Company; or

                (3) to add any additional Events of Default for the benefit of
the Holders of all or any series of Notes (and if such Events of Default are to
be for the benefit of less than all series of Notes, stating that such Events of
Default are expressly being included solely for the benefit of such series);
provided, however, that in respect of any such additional Events of Default such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default or may limit
the right of the Holders of a majority in aggregate principal amount of that or
those series of Notes to which such additional Events of Default apply to waive
such default; or

                (4) to add to or change any of the provisions of this Indenture
to permit or facilitate the issuance of Notes in uncertificated form, provided
that any such action shall not adversely affect the interests of the Holders of
Notes of any series in any material respect; or

                (5) to change or eliminate any of the provisions or this
Indenture, provided that any such change or elimination shall become effective
only when there is no Note Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision; or

                (6) to secure the Notes; or


<PAGE>


                (7) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Notes 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; or

                (8) 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 which shall not be inconsistent with the provisions
of this Indenture, provided such provisions shall not adversely affect the
interests of the Holders of Notes of any series in any material respect; or

                (9) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Notes pursuant to Sections 401, 1402 and 1403;
provided that any such action shall not adversely affect the interests of the
Holders of Notes of such series or any other series of Notes 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 all Outstanding Notes of such series affected by such supplemental indenture,
by Act of said Holders delivered to the Company, the Guarantor and the Trustee,
the Company, and the Guarantor when authorized by or pursuant to 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 Notes under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note of such series affected thereby:

                (1) change the Stated Maturity of the principal of (or premium
or Make-Whole Amount, if any, on), or any installment of principal of or
interest on or any Additional Amounts payable in respect thereof, any Note; or
reduce the principal amount thereof or the rate or amount of interest thereon,
or any premium payable upon the redemption thereof, or change any obligation of
the Company to pay Additional Amounts pursuant to Section 1012 (except as
contemplated by Section 801(1) or 1205 and permitted by Section 901(1)), or
adversely affect any right of repayment at the option of the Holder of any Note,
or change any Place of Payment where, or the currency or currencies, currency
unit or units or composite currency or currencies in which, any Note or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof, or

                (2) reduce the percentage in principal amount of the Outstanding
Notes 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 with respect to such series (or compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences) provided
for in this Indenture, or reduce the requirements of Section 1504 for quorum or
voting, or

                (3) make any change in any material provision of Article 12 that
adversely affects the interests of any Holder of the Notes, or


<PAGE>


                (4) modify any of the provisions of this Section, Section 513 or
Section 1013, except to increase the required percentage to effect such action
or to provide that certain other provisions of this Indenture cannot be modified
or waived without the consent of the Holder of each Outstanding Note affected
thereby.

                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.

                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 Notes, or which
modifies the rights of the Holders of Notes 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 Notes of any other series.

                SECTION 903. Execution of Supplemental Indentures. In executing,
or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modification thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and 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.

                SECTION 904. Effect of Supplemental Indentures. Upon the
execution and delivery 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 Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.

                SECTION 905. Conformity with TIA. Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the TIA
as then in effect.

                SECTION 906. Reference in Notes to Supplemental Indentures.
Notes 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 Company shall so determine,
new Notes of any series so modified as to conform, in the opinion of the Trustee
and the Company, to any such supplemental indenture may be prepared and executed
by the Company and the Guarantor and authenticated and delivered by the Trustee
in exchange for Outstanding Notes of such series.


<PAGE>


                                   ARTICLE 10

                                    COVENANTS

                SECTION 1001. Payment of Principal, Premium (if any), Make-Whole
Amount (if any), Interest and Additional Amounts (if any). The Company covenants
and agrees for the benefit of the Holders of each series of Notes that it will
duly and punctually pay the principal of (and premium or Make-Whole Amount, if
any) and interest on and any Additional Amounts payable in respect of the Notes
of that series in accordance with the terms of such series of Notes and this
Indenture. Payment of the principal of and interest on the Notes will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York (which shall initially be an office or agency
of the Trustee), in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

                SECTION 1002. Maintenance of Office or Agency. The Company shall
maintain in each Place of Payment for any series of Notes an office or agency
where Notes of that series may be presented or surrendered for payment, where
Notes of that series may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Company in respect of the Notes of
that series and this Indenture may be served.

                The Company may from time to time designate one or more other
offices or agencies where the Notes of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Notes of any
series for such purposes. The Company 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. The Company hereby designates as a Place of
Payment where the Notes may be presented or surrendered for payment, where the
Notes may be surrendered for registration of transfer or exchange or where
notices and demands to and upon the Company in respect of the Notes and this
Indenture, the office or agency of the Company in the Borough of Manhattan, The
City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

                SECTION 1003. Money for Notes Payments to Be Held in Trust. If
the Company shall at any time act as its own Paying Agent with respect to any
series of the Notes the Company will, on or before each due date of the
principal of and premium or Make-Whole Amount, if any, or interest on or
Additional Amounts in respect of, any of the Notes, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal (and premium or Make-Whole Amount, if any) or interest or Additional
Amounts 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 the Company's action or failure so to act.


<PAGE>


                Whenever the Company shall have one or more Paying Agents for
any series of Notes it will, on or before each due date of the principal of (and
premium or Make-Whole Amount, if any), or interest on or Additional Amounts in
respect of, any Notes of that series, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts, so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest
or Additional Amounts and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.

                The Company will cause each Paying Agent 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) hold all sums held by it for the payment of principal of
(and premium or Make-Whole Amount, if any) or interest on the Notes in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided;

                (2) give the Trustee notice of any default by the Company (or
any other obligor upon the Notes) in the making of any such payment of principal
(or premium or Make-Whole Amount, if any) or interest; and

                (3) at any time during the continuance of any such default upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent.

                The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company 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 Company 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 sums.

                Except as otherwise provided in the Notes, any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of (and premium or Make-Whole Amount, if any) or
interest on or Additional Amounts in respect of, any Note of any series and
remaining unclaimed for two years after such principal (or premium or Make-Whole
Amount, if any) or interest or Additional Amounts has become due and payable
shall be paid to the Company upon Company Request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Company for
payment of such principal of (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts in respect of, on any Note, without interest
thereon, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company 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
Company cause to be published once, in an Authorized Newspaper, 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 Company.


<PAGE>


                SECTION 1004. Limitations on Incurrence of Indebtedness. Neither
the Company nor any Subsidiary will incur any Indebtedness if, immediately after
giving effect to the incurrence of that additional Indebtedness and the
application of the proceeds thereof, the aggregate principal amount of all
outstanding Indebtedness of the Company and its Subsidiaries on a consolidated
basis determined in accordance with GAAP is greater than 60% of the sum of
(without duplication) (i) the Total Assets of the Company and its Subsidiaries
as of the end of the calendar quarter covered in the Company's Annual Report on
Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently
filed with the Commission (or, if the filing is not permitted under the Exchange
Act, with the Trustee) prior to the incurrence of the additional Indebtedness
and (ii) the purchase price of any real estate assets or mortgages receivable
acquired and the amount of any securities offering proceeds received (to the
extent that the proceeds were not used to acquire real estate assets or
mortgages receivable or used to reduce Indebtedness), by the Company or any
Subsidiary since the end of the calendar quarter, including those proceeds
obtained in connection with the incurrence of the additional Indebtedness.

                In addition to the foregoing limitation on the incurrence of
Indebtedness, neither the Company nor any Subsidiary will incur any Indebtedness
secured by any Encumbrance upon any of the property of the Company or any
Subsidiary if, immediately after giving effect to the incurrence of the
additional Indebtedness and the application of the proceeds thereof, the
aggregate principal amount of all outstanding Indebtedness of the Company and
its Subsidiaries on a consolidated basis which is secured by any Encumbrance on
property of the Company or any Subsidiary is greater than 40% of the sum of
(without duplication) (i) the Total Assets of the Company and its Subsidiaries
as of the end of the calendar quarter covered in the Company's Annual Report on
Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently
filed with the Commission (or, if the filing is not permitted under the Exchange
Act, with the Trustee) prior to the incurrence of the additional Indebtedness
and (ii) the purchase price of any real estate assets or mortgages receivable
acquired and the amount of any securities offering proceeds received (to the
extent that the proceeds were not used to acquire real estate assets or
mortgages receivable or used to reduce Indebtedness), by the Company or any
Subsidiary since the end of the calendar quarter, including those proceeds
obtained in connection with the incurrence of the additional Indebtedness.

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

                In addition to the foregoing limitations on the incurrence of
Indebtedness, neither the Company nor any Subsidiary will incur any Indebtedness
if the ratio of Consolidated Income Available for Debt Service to the Annual
Service Charge for the four consecutive fiscal quarters most recently ended
prior to the date on which the additional Indebtedness is to be incurred shall
have been less than 1.5:1 on a pro forma basis after giving effect thereto and
to the application of the proceeds therefrom, and calculated on the assumption
that (i) the Indebtedness and any other Indebtedness incurred by the Company and
its Subsidiaries since the first day of the four-quarter period and the
application of the proceeds therefrom, including to finance other Indebtedness,
had occurred at the beginning of the period, (ii) the repayment or retirement of
any other Indebtedness by the Company and its Subsidiaries since the first day
of the four-quarter period had been repaid or retired at the beginning of that
period


<PAGE>


(except that, in making the computation, the amount of Indebtedness under any
revolving credit facility shall be computed based upon the average daily
balance of the Indebtedness during that period), (iii) in the case of Acquired
Indebtedness or Indebtedness incurred in connection with any acquisition since
the first day of the four-quarter period, the related acquisition had occurred
as of the first day of the period with the appropriate adjustments with respect
to the acquisition being included in the pro forma calculation, and (iv) in the
case of any acquisition or disposition by the Company or its Subsidiaries of any
asset or group of assets since the first day of the four-quarter period, whether
by merger, stock purchase or sale, or asset purchase or sale, the acquisition or
disposition and any related repayment of Indebtedness had occurred as of the
first day of the period with the appropriate adjustments with respect to the
acquisition or disposition being included in the pro forma calculation.

                SECTION 1005. [Omitted].

                SECTION 1006. Existence. Subject to Article Eight, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence, rights and franchises; provided, however, that
the Company shall not be required to preserve any right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

                SECTION 1007. Maintenance of Properties. The Company will cause
all of its material 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 Company 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 Company or any Subsidiary from selling or otherwise
disposing for value its properties in the ordinary course of its business.

                SECTION 1008. Insurance. The Company will, and will cause each
of its Subsidiaries to, keep all of its insurable properties insured against
loss or damage at least equal to their then full insurable value with
financially sound and reputable insurers.

                SECTION 1009. Payment of Taxes and Other Claims. The Company
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 it or any Subsidiary or upon the income, profits or property of the
Company 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
Company or any Subsidiary; provided, however, that the Company 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 1010. Provision of Financial Information. Whether or not
the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company
will, to the extent permitted under the Exchange Act, file with the Commission
the annual reports, quarterly reports and other documents


<PAGE>


which the Company would have been required to file with the Commission pursuant
to such Section 13 or 15(d) (the "Financial Statements") if the Company 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 Company would have
been required so to file such documents if the Company were so subject. The
Company and the Guarantor will, for so long as any of the Initial Notes are
outstanding, furnish to Holders of the Initial Notes and to security analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) of the Securities Act.

                The Company 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 which the Company would have been
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act if the Company were subject to such Sections, and (ii) file with
the Trustee copies of the annual reports, quarterly reports and other documents
which the Company would have been required to file with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act if the Company were subject to such
Sections and (y) if filing such documents by the Company 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 1011. Statement as to Compliance. The Company and the
Guarantor will deliver to the Trustee, within 120 days after the end of each
fiscal year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company's compliance with all conditions and covenants under this Indenture
and, in the event of any noncompliance, specifying such noncompliance and the
nature and status thereof. For purposes of this Section 1011, such compliance
shall be determined without regard to any period of grace or requirement of
notice under this Indenture.

                SECTION 1012. Additional Amounts. If any Notes of a series
provide for the payment of Additional Amounts, the Company will pay to the
Holder of any Note of such series such Additional Amounts as may be specified in
this Indenture. Whenever in this Indenture there is mentioned, in any context
except in the case of Section 502(1), the payment of interest on, or in respect
of, any Note of any series, any such mention shall be deemed to include mention
of the payment of Additional Amounts provided by the terms of such series
established pursuant to this Indenture to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
such terms and express mention of the payment of Additional Amounts (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

                If the Notes of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Notes (or if the Notes of that series will not bear interest
prior to Maturity, the first day on which a payment of principal and any premium
is made), and at least 10 days prior to each date of payment of principal and
any premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Company will furnish
the Trustee and the Company's principal Paying Agent or Paying Agents, if other
than the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying


<PAGE>

Agent or Paying Agents whether such payment of principal of and any premium or
interest on the Notes of that series shall be made to Holders of Notes of that
series who are not United States persons without withholding for or on account
of any tax, assessment or other governmental charge described in the Notes of
the series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Notes of that series and the Company will
pay to the Trustee or such Paying Agent the Additional Amounts required by the
terms of such Notes. If the Trustee or any Paying Agent, as the case may be,
shall not so receive the above-mentioned certificate, then the Trustee or such
Paying Agent shall be entitled (i) to assume that no such withholding or
deduction is required with respect to any payment of principal or interest with
respect to any Notes of a series until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal and interest with
respect to the Notes of a series without withholding or deductions until
otherwise advised. The Company covenants to indemnify the Trustee and any Paying
Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any them or in reliance on any
Officers' Certificate furnished pursuant to this Section or in reliance on the
Company's not furnishing such an Officers' Certificate.

                SECTION 1013. Waiver of Certain Covenants. The Company may omit
in any particular instance to comply with any term, provision or condition set
forth in Sections 1004 to 1010, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
outstanding Notes of such series, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.


                                   ARTICLE 11

                               REDEMPTION OF NOTES

                SECTION 1101. Applicability of Article. The Notes may be
redeemed at any time at the option of the Company, in whole or in part, at a
redemption price equal to the sum of (i) the principal amount of the Notes being
redeemed plus accrued interest thereon to the Redemption Date and (ii) the
Make-Whole Amount, if any, with respect to such Notes (the "Redemption Price").
The Notes shall be redeemable in accordance with their terms and in accordance
with this Article.

                SECTION 1102. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Notes shall be evidenced by or pursuant to
a Board Resolution. In case of any redemption at the election of the Company of
less than all of the Notes of any series, the Company shall, at least 45 days
prior to the giving of the notice of redemption required by Section 1104 (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Notes of such series to be
redeemed. In the case of any redemption of Notes prior to the expiration of any
restriction on such redemption provided in the terms of such Notes or


<PAGE>


elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

                SECTION 1103. Selection by Trustee of Notes to Be Redeemed. If
less than all of the Notes of any series are to be redeemed, the particular
Notes to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Notes 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
portions (equal to the minimum authorized denomination for Notes of that series
or any integral multiple thereof) of the principal amount of Notes of such
series of a denomination larger than the minimum authorized denomination for
Notes of that series.

                The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Notes selected for redemption
and, in the case of any Notes selected for partial redemption, the principal
amount thereof to be redeemed.

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

                SECTION 1104. Notice of Redemption. Notice of redemption shall
be given in the manner provided in Section 106, not less than 30 days nor more
than 60 days prior to the Redemption Date to each Holder of Notes to be
redeemed, but failure to give such notice in the manner herein provided to the
Holder of any Note designated for redemption as a whole or in part, or any
defect in the notice to any such Holder, shall not affect the validity of the
proceedings for the redemption of any other such Note or portion thereof.

                Any notice that is mailed to the Holders of Registered Notes in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.

                All notices of redemption shall state:

                (1) the Redemption Date,

                (2) the Redemption Price, accrued interest to the Redemption
Date payable as provided in Section 1106, if any, and Additional Amounts, if
any,

                (3) if less than all Outstanding Notes of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amount) of the particular Note or Notes to be redeemed,

                (4) in case any Note is to be redeemed in part only, the notice
which relates to such Note shall state that on and after the Redemption Date,
upon surrender of such Note, the holder


<PAGE>


will receive, without a charge, a new Note or Notes of authorized denominations
for the principal amount thereof remaining unredeemed,

                (5) that on the Redemption Date the Redemption Price and accrued
interest to the Redemption Date payable as provided in Section 1106, if any,
will become due and payable upon each such Note, or the portion thereof, to be
redeemed and, if applicable, that interest thereon shall cease to accrue on and
after said date,

                (6) the Place or Places of Payment where such Notes maturing
after the Redemption Date, are to be surrendered for payment of the Redemption
Price,

                (7) that the redemption is for a sinking fund, if such is that
case,

                (8) the CUSIP number of such Note, and

                (9) that such securities will cease to accrue interest after the
Redemption Date.

                Notice of redemption of Notes to be redeemed shall be given by
the Company or, at the Company's request, may be given by the Trustee in the
name and at the expense of the Company.

                SECTION 1105. Deposit of Redemption Price. At least one Business
Day prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay on the Redemption Date the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on, all
of the Notes or portions thereof which are to be redeemed on that date.

                SECTION 1106. Notes Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Notes so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price, and from
and after such date (unless the Company shall default in the payment of the
Redemption Price) such Notes shall, if the same were interest-bearing, cease to
bear interest. Upon surrender of any such Note for redemption in accordance with
said notice, such Note shall be paid by the Company at the Redemption Price;
provided, however, that installments of interest on Registered Notes whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Notes, or one or more Predecessor Notes, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.

                Subject to Section 1113, if any Note called for redemption shall
not be so paid upon surrender thereof for redemption, the principal (and premium
or Make-Whole Amount, if any) shall, until paid, bear interest from the
Redemption Date at the rate borne by the Note.

                SECTION 1107. Notes Redeemed in Part. Any Registered Note which
is to be redeemed only in part (pursuant to the provisions of this Article)
shall be surrendered at a Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the


<PAGE>


Holder thereof or his or her attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Note without service charge a new Note or Notes of the same
series, 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 Note so surrendered.


                                   ARTICLE 12

                                    GUARANTY

                SECTION 1201. Guaranty. The Guarantor, as primary obligor and
not merely as surety, hereby irrevocably and unconditionally guarantees to each
Holder and to the Trustee and its successors and assigns (a) the full and
punctual payment when due, whether at Stated Maturity, by acceleration or
otherwise, of all obligations of the Company now or hereafter existing under
this Indenture whether for principal of or interest on the Notes, (and premium
and Make-Whole Amount if any) and all other monetary obligations of the Company
under this Indenture and the Notes in respect of the Notes and (b) the full and
punctual performance within the applicable grace periods of all other
obligations of the Company under this Indenture and the Notes (all such
obligations guaranteed hereby by the Guarantor being the "Guaranteed
Obligations"). The guaranty of the Guarantor under this Article 12 is herein
referred to as this "Guaranty".

                The Guarantor agrees to pay any and all fees and expenses
(including reasonable attorney's fees and expenses) incurred by the Trustee or
the Holders in enforcing any rights under this Article 12 with respect to the
Guarantor.

                Without limiting the generality of the foregoing, this Guaranty
guarantees, to the extent provided herein, the payment of all amounts which
constitute part of the Guaranteed Obligations and would be owed by the Company
under this Indenture or the Notes but for the fact that they are unenforceable
or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.

                SECTION 1202. Guaranty Absolute. This Guaranty is irrevocable,
absolute and unconditional. The Guarantor guarantees that the Guaranteed
Obligations will be performed strictly in accordance with the terms of this
Indenture, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of the Trustee or
the Holders with respect thereto. The obligations of the Guarantor under this
Guaranty are independent of the Guaranteed Obligations, and a separate action or
actions may be brought and prosecuted against the Guarantor to enforce this
Guaranty, irrespective of whether any action is brought against the Company or
any other guarantor or whether the Company or any other guarantor is joined in
any such action or actions. The liability of the Guarantor under this Guaranty
shall be absolute and unconditional irrespective of:

                (a) any lack of validity or enforceability of this Indenture or
the Notes with respect to the Company or any agreement or instrument relating
thereto;


<PAGE>


                (b) any change in the time, manner or place of payment of, or in
any other term of any of the Guaranteed Obligations, or any other amendment or
waiver of or any consent to departure from this Indenture;

                (c) the failure to give notice to the Guarantor of the
occurrence of a default under the provisions of this Indenture or the Notes;

                (d) any taking, release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed Obligations;

                (e) any failure, omission, delay by or inability on the part of
the Trustee or the Holders to assert or exercise any right, power or remedy
conferred on the Trustee or the Holders in this Indenture or the Notes;

                (f) any change in the corporate or other structure, or
termination, dissolution, consolidation or merger of the Company or the
Guarantor with or into any other entity, the voluntary or involuntary
liquidation, dissolution, sale or other disposition of all or substantially all
the assets of the Company or the Guarantor, the marshaling of the assets and
liabilities of the Company or the Guarantor, the receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition with creditors, or readjustments of, or other similar
proceedings affecting the Company or the Guarantor, or any of the assets of any
of them;

                (g) the assignment of any right, title or interest of the
Trustee or any Holder in this Indenture or the Notes to any other Person; or

                (h) any other event or circumstance (including any statute of
limitations), whether foreseen or unforeseen and whether similar or dissimilar
to any of the foregoing, that might otherwise constitute a defense available to,
or a discharge of, the Company or the Guarantor, other than performance in full
of the Guaranteed Obligations for the payment of money; it being the intent of
the Guarantor that its obligations hereunder shall not be discharged except by
payment of all amounts owing pursuant to this Indenture or the Notes.

                This Guaranty shall continue to be effective or be reinstated,
as the case may be, if at any time any payment or performance with respect to
any of the Guaranteed Obligations is rescinded or must otherwise be returned by
the Trustee, any Holder or any other Person upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, all as though such payment or
performance had not been made or occurred. The obligations of the Guarantor
under this Guaranty shall not be subject to reduction, termination or other
impairment by any set-off, recoupment, counterclaim or defense or for any other
reason.

                SECTION 1203. Waivers. The Guarantor hereby irrevocably waives,
to the extent permitted by applicable law:


<PAGE>


                (a) promptness, diligence, notice of acceptance and any other
notice with respect to any of the Guaranteed Obligations and this Guaranty;

                (b) any requirement that the Trustee, any Holder or any other
Person protect, secure, perfect or insure any Encumbrance or any property
subject thereto or exhaust any right or take any action against the Company or
any other Person, or obtain any relief pursuant to this Indenture or pursue any
other available remedy;

                (c) all right to trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Indenture or the Notes;

                (d) any defense arising by reason of any claim or defense based
upon an election of remedies by the Trustee or any Holder which in any manner
impairs, reduces, releases or otherwise adversely affects its subrogation,
contribution or reimbursement rights or other rights to proceed against the
Company or any other Person; and

                (e) any duty on the part of the Trustee or any Holder to
disclose to the Guarantor any matter, fact or thing relating to the business,
operation or condition of the Company and its assets now known or hereafter
known by the Trustee or such Holder.

                SECTION 1204. Waiver of Subrogation and Contribution. Until this
Indenture has been discharged, the Guarantor hereby irrevocably waives any claim
or other right which it may now or hereafter acquire against the Company or any
guarantor that arise from the existence, payment, performance or enforcement of
the Guarantor's obligations under this Guaranty, including any right of
subrogation, reimbursement, exoneration, contribution, indemnification, any
right to participate in any claim or remedy of the Trustee or any Holder against
the Company or any guarantor which the Trustee or any Holder now has or
hereafter acquires, whether or not such claim, remedy or right arises in equity,
or under contract, statute or common law, including the right to take or receive
from the Company, directly or indirectly, in cash or other property or by setoff
or in any other manner, payment or security on account of such claim or other
rights. If any amount shall be paid to the Guarantor in violation of the
preceding sentence and the Guaranteed Obligations shall not have been paid in
full, such amount shall be deemed to have been paid to the Guarantor for the
benefit of, and held in trust for the benefit of, the Trustee, and the Holders,
and shall forthwith be paid to the Trustee for the benefit of the Holders to be
credited and applied to the Guaranteed Obligations, whether matured or
unmatured, in accordance with the terms of this Indenture. The Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waivers set
forth in this Section 1204 are knowingly made in contemplation of such benefits.

                The Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
The Guarantor further agrees that, as between itself, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 5 hereof for the
purposes of this Guaranty, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as


<PAGE>


provided in Article 5 hereof, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantor for the purpose of this
Guaranty.

                SECTION 1205. Certain Agreements. The Guarantor covenants and
agrees that, as a condition to the acceptability of this Guaranty to the Trustee
and the Holders, the Guarantor will:

                (a) comply in all material respects with all applicable laws,
rules, regulations and orders, such compliance to include paying when due all
taxes, assessments and governmental charges imposed upon it or upon its property
except to the extent contested in good faith; and

                (b) preserve and maintain its existence, rights (contractual and
statutory) and franchises; provided, however, that the Guarantor shall not be
required to preserve any right or franchise if the general partner of the
Guarantor shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Guarantor and the loss thereof is not
disadvantageous in any material respect to the Guarantor or the Holders.

                (c) not consolidate with or merge with or into (whether or not
such Guarantor is the surviving Person) another Person whether or not affiliated
with such Guarantor unless:

                (i) the Person formed by or surviving any such consolidation or
merger (if other than a Guarantor or the Company) unconditionally assumes all
the obligations of the Guarantor, pursuant to a supplemental indenture in form
and substance satisfactory to the Trustee, under the Notes, the Indenture and
the Guaranty on the terms set forth herein or therein; and

                (ii) immediately after giving effect to such transaction, no
default or Event of Default exists.

                In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Guaranty endorsed upon the Notes and the due and punctual performance of
all of the covenants and conditions of this Indenture to be performed by the
Guarantor, such successor Person shall succeed to and be substituted for the
Guarantor with the same effect as if it had been named herein as a Guarantor.
The Guaranty shall in all respects have the same legal rank and benefit under
this Indenture theretofore and thereafter issued in accordance with the terms of
this Indenture as though such Guaranty had been issued at the date of the
execution hereof.

                Except as set forth in Articles 8 and 10 hereof, and
notwithstanding clauses (a) and (b) above, nothing contained in this Indenture
or in any of the Notes shall prevent any consolidation or merger of the
Guarantor with or into the Company or shall prevent any sale or conveyance of
the property of the Guarantor as an entirety or substantially as an entirety to
the Company.

                SECTION 1206. No Waiver; Cumulative Remedies. No failure on the
part of the Trustee or any Holder to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or


<PAGE>


further exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law. The
Trustee and the Holders shall have all of the rights and remedies granted in
this Indenture and available at law or in equity, and these same rights and
remedies may be pursued separately, successively or concurrently against the
Company or the Guarantor.

                SECTION 1207. Continuing Guaranty. The Guaranty is a continuing
guaranty and, except as otherwise provided herein, shall (a) remain in full
force and effect until the satisfaction of the Guaranteed Obligations, (b) be
binding upon the Guarantor and (c) enure to the benefit of and be enforceable by
the Trustee, the Holders and their successors, transferees and assigns.

                SECTION 1208. Severability. Any provisions of this Article 12
which is prohibited, unenforceable or not authorized in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization, without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.

                SECTION 1209. Limitation on Guarantor Liability. The Guarantor,
and by its acceptance hereof, each Holder, hereby confirms that it is the
intention of all such parties that the guaranty by such Guarantor pursuant to
its Guaranty not constitute a fraudulent transfer or conveyance for purposes of
the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law. To effectuate the
foregoing intention, the Holders and the Guarantor hereby irrevocably agree that
the obligations of such Guarantor under this Article 12 shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws and after giving
effect to any collections from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this
Article 12, if any, result in the obligations of the Guarantor under the
Guaranty not constituting a fraudulent transfer or conveyance.


                                   ARTICLE 13

                                    [OMITTED]


                                   ARTICLE 14

                       DEFEASANCE AND COVENANT DEFEASANCE

                SECTION 1401. Applicability of Article; Company's Option to
Effect Defeasance or Covenant Defeasance. The provisions of this Article shall
be applicable to the Notes, and the Company may at its option by Board
Resolution, at any time, with respect to the Notes, elect to have Section 1402
or Section 1403 applied to such Outstanding Notes upon compliance with the
conditions set forth below in this Article.


<PAGE>


                SECTION 1402. Defeasance and Discharge. Upon the Company's
exercise of the above option applicable to this Section with respect to any
Notes of or within a series, the Company shall be deemed to have been discharged
from its obligations with respect to such Outstanding Notes on the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Outstanding
Notes, which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 1405 and the other Sections of this Indenture referred to in
clauses (A) and (B) below, and to have satisfied all of its other obligations
under such Notes and this Indenture insofar as such Notes are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Notes to receive, solely from the trust fund described in Section
1404 and as more fully set forth in such Section, payments in respect of the
principal of (and premium or Make-Whole Amount, if any) and interest, if any, on
such Notes appertaining thereto when such payments are due, (B) the Company's
obligations with respect to such Notes under Sections 305, 306, 1002 and 1003
and with respect to the payment of Additional Amounts, if any, on such Notes as
contemplated by Section 1012, (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, including Section 606 and (D) this Article.
Subject to compliance with this Article Fourteen, the Company may exercise its
option under this Section notwithstanding the prior exercise of its option under
Section 1403 with respect to such Notes.

                SECTION 1403. Covenant Defeasance. Upon the Company's exercise
of the above option applicable to this Section with respect to any Notes, the
Company shall be released from its obligations under Sections 1004 to 1010,
inclusive, with respect to such Outstanding Notes on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Notes shall thereafter be deemed to be not "Outstanding"
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with Sections 1004
to 1010, inclusive, but shall continue to be deemed "Outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to such Outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any Section or such other covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a default or an Event of Default under Section 501(6) but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby.

                SECTION 1404. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to application of Section 1402 or Section
1403 to any Outstanding Notes of or within a series:

                (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 607 who shall agree to comply with the provisions of this Article 14
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 benefit of the


<PAGE>


Holders of such Notes, (1) an amount of money or (2) Government Obligations
applicable to such Notes which through the scheduled payment of principal and
interest in respect thereof in accordance with the terms will provide, not later
than one day before the due date of any payment of principal of and premium or
Make-Whole Amount, if any and interest on such Notes, money in an amount, or (3)
a combination thereof, any case, in an amount sufficient, without consideration
of any reinvestment of such principal and interest, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered the Trustee, to pay and discharge, and
which shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge, the principal of (and premium or Make-Whole Amount, if any), and
interest on such Outstanding Notes on the Stated Maturity of such principal or
installment of principal or interest or analogous payments applicable to such
Outstanding Notes on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Notes.

                (b) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by
which it is bound.

                (c) No Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to such Notes shall
have occurred and be continuing on the date of such deposit or, insofar as
Sections 501(5) and 501(6) are concerned, at any time during the period ending
on the 91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).

                (d) In the case of an election under Section 1402, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of execution of this Indenture, there
has been a change in the applicable Federal income tax law, in either case to
the effect that, and based thereon such opinion shall confirm that, the Holders
of such Outstanding Notes will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred.

                (e) In the case of an election under Section 1403, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Notes will not recognize income, gain or loss for
Federal income tax purposes as a result of such covenant defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not
occurred.

                (f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company's option under
Section 1402 or Section 1403 (as the case may be), registration is not required
under the Investment Company Act of 1940, as amended, by the


<PAGE>


Company with respect to the trust funds representing such deposit or by the
Trustee for such trust funds or (ii) all necessary registrations under said Act
have been effected.

                (g) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith.

                SECTION 1405. Deposited Money and Government Obligations to be
Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the
last paragraph of Section 1003, all money and Government Obligations (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 1405, the "Trustee") pursuant to
Section 1404 in respect of any Outstanding Notes of any series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying
Agent as the Trustee may determine, to the Holders of such Notes of all sums due
and to become due thereon in respect of principal (and premium or Make-Whole
Amount, if any) and interest but such money need not be segregated from other
funds except to the extent required by law.

                The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 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 such Outstanding Notes.

                Anything in this Article to the contrary notwithstanding,
subject to Section 606, the Trustee shall deliver or pay to the Company from
time to time upon the Company Request any money or Government Obligations (or
other property and any proceeds therefrom) held by it as provided in Section
1404 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 a defeasance or covenant defeasance, as applicable, in
accordance with this Article.


                                   ARTICLE 15

                          MEETINGS OF HOLDERS OF NOTES

                SECTION 1501. Purposes for which Meetings may be Called. A
meeting of Holders of Notes of any series may be called at any time and from
time to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Notes of such series.

                SECTION 1502. Call, Notice and Place of Meetings. (a) The
Trustee may at any time call a meeting of Holders of Notes of any series for any
purpose specified in Section 1501, to be held at such time and at such place as
the Trustee shall determine. Notice of every meeting of Holders of Notes of any
series, setting forth the time and the place of such meeting and in general
terms the


<PAGE>


action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

                (b) In case at any time the Company pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Notes of any series shall have requested the Trustee to call a
meeting of the Holders of Notes of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Notes of such series in the
amount above specified, as the case may be, may determine the time and the place
for such meeting and may call such meeting for such purposes by giving notice
thereof as provided in subsection (a) of this Section.

                SECTION 1503. Persons Entitled to Vote at Meetings. To be
entitled to vote at any meeting of Holders of Notes of any series, a Person
shall be (1) a Holder of one or more Outstanding Notes of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more outstanding Notes of such series by such Holder or Holders. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders of Notes of any series shall be the Persons entitled to vote at such
meeting and their counsel, any representatives of the Trustee and its counsel
and any representatives of the Company and the Guarantor and their counsel.

                SECTION 1504. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Notes of a series shall
constitute a quorum for a meeting of Holders of Notes of such series; provided,
however, that if any Act is to be taken at such meeting with respect to a
consent or waiver which this Indenture expressly provides may be given by the
Holders of not less than a specified percentage in principal amount of the
Outstanding Notes of a series, the Persons entitled to vote such specified
percentage in principal amount of the Outstanding Notes of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes after the time
appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Notes of such series, be dissolved. In any other case the meeting may
be adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such meeting. In the absence of a
quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
1502(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of any adjourned meeting shall state expressly the percentage,
as provided above, of the principal amount of the Outstanding Notes of such
series which shall constitute a quorum.

                Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Notes of that series; provided,
however, that, except as limited by the proviso to Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specific percentage,


<PAGE>


that is less than a majority in principal amount of the Outstanding Notes of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Notes of
that series.

                Any resolution passed or decision taken at any meeting of
Holders of Notes of any series duly held in accordance with this Section shall
be binding on all of the Holders of Notes of such series, whether or not present
or represented at the meeting.

                Notwithstanding the foregoing provisions of this Section 1504,
if any action is to be taken at a meeting of Holders of Notes of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other act that this Indenture expressly provides may be made, given or
taken by the Holders of a specified percentage in principal amount of all
Outstanding Notes affected thereby, or of the Holders of such series and one or
more additional series:

                (i) there shall be no minimum quorum requirement for such
meeting; and

                (ii) the principal amount of the Outstanding Notes of such
series that vote in favor of such request, demand, authorization, direction,
notice, consent, waiver or other action shall be taken into account in
determining whether such request, demand, authorization, direction, notice,
consent, waiver or other action has been made, given or taken under this
Indenture.

                SECTION 1505. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Notwithstanding any provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Notes of a series in regard to proof of the holding of
Notes of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Notes shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104.
Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 104 or other proof.

                 (b) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Notes provided in Section 1502(b), in which case
the Company or the Holders of Notes of the series calling the meeting, as the
case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in principal amount of the Outstanding
Notes of such series represented at the meeting.

                (c) At any meeting each Holder of a Note of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Notes of such series held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in respect of any Note
challenged as not Outstanding and ruled by the chairman of the meeting to be not


<PAGE>


Outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Note of such series or proxy.

                (d) Any meeting of Holders of Notes of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Notes of such series represented at the meeting, and the meeting may
be held as so adjourned without further notice.

                SECTION 1506. Counting Votes and Recording Action of Meetings.
The vote upon any resolution submitted to any meeting of Holders of Notes of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Notes of such series or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Notes of such series
held or represented by them. The permanent chairman of the meeting shall appoint
two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record, at least in duplicate, of the proceedings of each meeting of
Holders of Notes of any Series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the fact, setting forth a copy of the notice of
the meeting and showing that said notice was given as provided in Section 1502
and, if applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of meeting and one such copy
shall be delivered to the Company and another to the Trustee to be preserved by
the Trustee, the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

                SECTION 1507. Evidence of Action Taken by Holders. Any request,
demand, authorization, direction, notice, consent, waiver or other Act provided
by this Indenture to be given or taken by a specified percentage in principal
amount of the Holders of any or all series may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such specified
percentage of Holders in person or by an agent duly appointed in writing; and,
except as herein otherwise expressly provided, such Act shall become effective
when such instrument or instruments are delivered to the Trustee. Proof and
execution of any instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Article 6)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Article.

                SECTION 1508. Proof of Execution of Instruments. Subject to
Article 6, the execution of any instrument by a Holder or his or her agent or
proxy may be proved in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in manner as shall be satisfactory to the
Trustee.

                                  ************


<PAGE>


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








<PAGE>


                IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the day and year first above written.

                                         CARRAMERICA REALTY CORPORATION


                                         By: /s/ Andrea F. Bradley
                                             ------------------------------
                                             Name:  Andrea F. Bradley
                                             Title: VP, General Counsel and
                                                    Corporate Secretary


                                         CARRAMERICA REALTY, L.P., as Guarantor

                                         By:  CARRAMERICA REALTY GP
                                              HOLDINGS, INC., as General Partner


                                              By: /s/ Andrea F. Bradley
                                                  ------------------------------
                                                  Name:  Andrea F. Bradley
                                                  Title: Secretary


                                         BANKERS TRUST COMPANY, as Trustee


                                         By: /s/ Sandra J. Shaffer
                                             ------------------------------
                                             Name:  Sandra J. Shaffer
                                             Title: Assistant Vice President




<PAGE>


                                                            ANNEX A TO INDENTURE

                             [FORM OF INITIAL NOTE]

        [INCLUDE IF A GLOBAL NOTE -- UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS
DEFINED BELOW) 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.]

        [INCLUDE IF A GLOBAL NOTE -- THIS NOTE IS A GLOBAL NOTE WITHIN THE
MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF DTC OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC
OR ITS NOMINEE TO A SUCCESSOR DEPOSITORY OR ITS NOMINEE.]

                         [RESTRICTED SECURITIES LEGEND]

        THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. NOTES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL ACCREDITED
INVESTOR"), (2) AGREES THAT IT WILL NOT PRIOR TO THE EXPIRATION OF THE HOLDING
PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER
THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER
THE NOTE EVIDENCED HEREBY EXCEPT (A) TO CARRAMERICA REALTY CORPORATION (THE
"COMPANY") OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER
("QIB") IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) TO AN
INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
TRUSTEE FOR THE NOTES A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE NOTE


<PAGE>


EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRUSTEE) OR
(E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON
TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED
HEREBY PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SUCH NOTE
UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING
TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE FOR
THE NOTES. IF THE PROPOSED TRANSFEREE IS NOT THE COMPANY, A SUBSIDIARY THEREOF
OR A QIB TO WHICH THIS NOTE IS BEING TRANSFERRED IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO
THE TRUSTEE FOR THE NOTES SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE COMPANY OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT
SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT UNLESS THE
TRANSFER HAS BEEN REGISTERED UNDER THE SECURITIES ACT. THIS LEGEND WILL BE
REMOVED AFTER THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE
NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT.

Registered No.
       PRINCIPAL AMOUNT
CUSIP No.:

                         CARRAMERICA REALTY CORPORATION

                               7.20% NOTE DUE 2004


                CARRAMERICA REALTY CORPORATION, a corporation duly organized and
existing under the laws of the State of Maryland (herein referred to as the
"Company" which term shall include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_________________ or registered assigns, upon presentation, the principal sum of
__________________ on _________, 2004 and to pay interest on the outstanding
principal amount thereon from _______, 1997, or from the immediately preceding
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on ____ and _____ in each year, commencing _________,
1997, at the rate of ___% per annum, until the entire principal hereof is paid
or made available for payment; provided, however, that if the Company or the
Guarantor fail to fulfill their obligations in accordance with and under the
Registration Rights Agreement, additional interest will accrue on this Note at
the rate and to the extent set forth in the Registration Rights Agreement. The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Note is registered at


<PAGE>


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 not so punctually paid
or duly provided for shall 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
Note 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 the Notes not more than 15 days and not less than
10 days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. Payment
of the principal of and interest on this Note will be made at the office or
agency maintained for that purpose in the City of New York, New York, or
elsewhere as provided in the Indenture, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payments of principal and interest on the Notes (other than payments of
principal and interest due at Maturity) may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

                Notes of this series are one of a duly authorized issue of
securities of the Company (herein called the "Notes"), issued and to be issued
in one or more series under an Indenture, dated as of July ___, 1997 (the
"Indenture"), among the Company, CarrAmerica Realty, L.P., as Guarantor (herein
called the "Guarantor"), and ____________ (herein called 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 Guarantor, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are authenticated and delivered. This Note is one
of the series designated therein.

                Notes of this series may be redeemed at any time at the option
of the Company, in whole or in part, upon notice of not more than 60 nor less
than 30 days prior to the Redemption Date, at a redemption price equal to the
sum of (i) the principal amount of the Notes being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Notes.

                The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Note and (b) certain
restrictive covenants and the related defaults and Events of Default applicable
to the Company, in each case, upon compliance by the Company with certain
conditions set forth in the Indenture, which provisions apply to this Note.

                If an Event of Default with respect to the Notes shall occur and
be continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

                As provided in and subject to the provisions of the Indenture,
the Holder of this Note 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


<PAGE>


given written notice to the Trustee of a continuing Event of Default with
respect to the Notes, the Holders of not less than 25% in principal amount of
the Notes 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 Notes 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 Note for the enforcement of
any payment of principal hereof or any interest on or after the respective due
dates expressed herein.

                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 Notes of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Notes of each series of Notes then Outstanding
affected thereby. The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Notes of each series at the
time Outstanding, on behalf of the Holders of all Notes of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note 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 Note.

                No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair (i) the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
Make-Whole Amount, if any) and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed, or (ii) the obligations of
the Guarantor, which are unconditional, in respect of the Guaranteed
Obligations.

                As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any Place of Payment where the principal of (and
Make-Whole Amount, if any, on) and interest on this Note 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 his or her attorney duly authorized in writing, and thereupon
one or more new Notes of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

                The Notes of this series are issuable only in registered form in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.


<PAGE>


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

                No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Note, or because of any indebtedness
evidenced hereby or thereby, shall be had against any promoter, as such, or
against any past, present or future stockholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company 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 of this Note by the Holder thereof and as part of the consideration
for the issue of the Notes of this series.

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

                THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.

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

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


<PAGE>


                IN WITNESS WHEREOF, CARRAMERICA REALTY CORPORATION has caused
this instrument to be duly executed under its corporate seal.

Dated:

                                       CARRAMERICA REALTY CORPORATION



                                       By: ____________________________
                                           Name:
                                           Title:


[Corporate Seal]


Attest:



___________________________
Secretary


                                       CARRAMERICA REALTY, L.P., as Guarantor

                                       By: CARRAMERICA REALTY GP HOLDINGS,
                                           INC., as General Partner


                                       By: __________________________________
                                           Name:
                                           Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

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

                                       BANKERS TRUST COMPANY, as Trustee


                                       By: ___________________________________
                                           Name:
                                           Title:


<PAGE>


================================================================================

                                 ASSIGNMENT FORM

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

  PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING
  NUMBER OF ASSIGNEE
|-----------------------------------------------|
|                                               |
|-----------------------------------------------| ..........................


 ................................................................................
              (Please Print or Typewrite Name and Address including
                              Zip Code of Assignee)


 ................................................................................
the within Note of CarrAmerica Realty Corporation and hereby does irrevocably
constitute and appoint .........................................................
Attorney to transfer said Note on the books of the within-named Company with
full power of substitution in the premises.

Dated:  .....................   ................................................

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



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

================================================================================


<PAGE>


                                                            ANNEX B TO INDENTURE

                             [FORM OF INITIAL NOTE]

        [INCLUDE IF A GLOBAL NOTE -- UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS
DEFINED BELOW) 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.]

        [INCLUDE IF A GLOBAL NOTE -- THIS NOTE IS A GLOBAL NOTE WITHIN THE
MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF DTC OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC
OR ITS NOMINEE TO A SUCCESSOR DEPOSITORY OR ITS NOMINEE.]

                         [RESTRICTED SECURITIES LEGEND]

        THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
(A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED
IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL
ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL NOT PRIOR TO THE EXPIRATION OF
THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE
144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR
OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY EXCEPT (A) TO CARRAMERICA REALTY
CORPORATION (THE "COMPANY") OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) TO A QUALIFIED
INSTITUTIONAL BUYER ("QIB") IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
FURNISHES TO THE TRUSTEE FOR THE NOTES A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
NOTE


<PAGE>


EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRUSTEE) OR
(E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON
TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED
HEREBY PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SUCH NOTE
UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING
TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE FOR
THE NOTES. IF THE PROPOSED TRANSFEREE IS NOT THE COMPANY, A SUBSIDIARY THEREOF
OR A QIB TO WHICH THIS NOTE IS BEING TRANSFERRED IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO
THE TRUSTEE FOR THE NOTES SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE COMPANY OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT
SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT UNLESS THE
TRANSFER HAS BEEN REGISTERED UNDER THE SECURITIES ACT. THIS LEGEND WILL BE
REMOVED AFTER THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE
NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT.

Registered No.
     PRINCIPAL AMOUNT
CUSIP No.:

                         CARRAMERICA REALTY CORPORATION

                              7.375% NOTE DUE 2007


                CARRAMERICA REALTY CORPORATION, a corporation duly organized and
existing under the laws of the State of Maryland (herein referred to as the
"Company" which term shall include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_________________ or registered assigns, upon presentation, the principal sum of
__________________ on _________, 2007 and to pay interest on the outstanding
principal amount thereon from _______, 1997, or from the immediately preceding
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on ____ and _____ in each year, commencing _________,
1997, at the rate of ___% per annum, until the entire principal hereof is paid
or made available for payment; provided, however, that if the Company or the
Guarantor fail to fulfill their obligations in accordance with and under the
Registration Rights Agreement, additional interest will accrue on this note at
the rate and to the extent set forth in the Registration Rights Agreement. The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Note is registered at the close of business on the Regular Record Date
for such interest which shall be the _____ or ______


<PAGE>


(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for shall 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 Note 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 the Notes not more than 15 days and not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture. Payment of the principal of and
interest on this Note will be made at the office or agency maintained for that
purpose in the City of New York, New York, or elsewhere as provided in the
Indenture, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payments of principal and
interest on the Notes (other than payments of principal and interest due at
Maturity) may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

                Notes of this series are one of a duly authorized issue of
securities of the Company (herein called the "Notes"), issued and to be issued
in one or more series under an Indenture, dated as of July ___, 1997 (the
"Indenture"), among the Company, CarrAmerica Realty, L.P., as Guarantor (herein
called the "Guarantor"), and ____________ (herein called 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 Guarantor, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are authenticated and delivered. This Note is one
of the series designated therein.

                Notes of this series may be redeemed at any time at the option
of the Company, in whole or in part, upon notice of not more than 60 nor less
than 30 days prior to the Redemption Date, at a redemption price equal to the
sum of (i) the principal amount of the Notes being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Notes.

                The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Note and (b) certain
restrictive covenants and the related defaults and Events of Default applicable
to the Company, in each case, upon compliance by the Company with certain
conditions set forth in the Indenture, which provisions apply to this Note.

                If an Event of Default with respect to the Notes shall occur and
be continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

                As provided in and subject to the provisions of the Indenture,
the Holder of this Note 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
written notice to the Trustee of a continuing Event of Default with respect to
the Notes,


<PAGE>


the Holders of not less than 25% in principal amount of the Notes 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 Notes 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 Note for the enforcement of any payment of
principal hereof or any interest on or after the respective due dates expressed
herein.

                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 Notes of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Notes of each series of Notes then Outstanding
affected thereby. The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Notes of each series at the
time Outstanding, on behalf of the Holders of all Notes of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note 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 Note.

                No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair (i) the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
Make-Whole Amount, if any) and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed, or (ii) the obligations of
the Guarantor, which are unconditional, in respect of the Guaranteed
Obligations.

                As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Note
Register, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any Place of Payment where the principal of (and
Make-Whole Amount, if any, on) and interest on this Note 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 his or her attorney duly authorized in writing, and thereupon
one or more new Notes of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

                The Notes of this series are issuable only in registered form in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of this
series 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 Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.


<PAGE>


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

                No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Note, or because of any indebtedness
evidenced hereby or thereby, shall be had against any promoter, as such, or
against any past, present or future stockholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company 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 of this Note by the Holder thereof and as part of the consideration
for the issue of the Notes of this series.

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

                THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.

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

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


<PAGE>

                IN WITNESS WHEREOF, the undersigned have caused this Indenture
to be executed s caused this instrument to be duly executed as of this date.


Dated: July  , 1997

                                       CARRAMERICA REALTY CORPORATION



                                       By: ____________________________
                                           Name:
                                           Title:


[Corporate Seal]


Attest:



___________________________
Secretary


                                       CARRAMERICA REALTY, L.P.

                                       By: CARRAMERICA REALTY GP HOLDINGS,
                                           INC., as General Partner


                                       By: __________________________________
                                           Name:
                                           Title:


[Corporate Seal]


Attest:



___________________________
Secretary


TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

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

                                       BANKERS TRUST COMPANY, as Trustee



                                       By: ___________________________________
                                           Authorized Signatory


<PAGE>


================================================================================

                                 ASSIGNMENT FORM

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

  PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING
  NUMBER OF ASSIGNEE
|-----------------------------------------------|
|                                               |
|-----------------------------------------------| ..........................


 ................................................................................
              (Please Print or Typewrite Name and Address including
                              Zip Code of Assignee)


 ................................................................................
the within Note of CarrAmerica Realty Corporation and hereby does irrevocably
constitute and appoint .........................................................
Attorney to transfer said Note on the books of the within-named Company with
full power of substitution in the premises.

Dated:  .....................   ................................................

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



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

================================================================================


<PAGE>


                                                            ANNEX C TO INDENTURE


        [INCLUDE IF A GLOBAL NOTE -- UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS
DEFINED BELOW) 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.]

        [INCLUDE IF A GLOBAL NOTE -- THIS NOTE IS A GLOBAL NOTE WITHIN THE
MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF DTC OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC
OR ITS NOMINEE TO A SUCCESSOR DEPOSITORY OR ITS NOMINEE.]

        [INCLUDE IF A PRIVATE EXCHANGE SECURITY -- THE NOTE EVIDENCED HEREBY HAS
NOT BEEN REGISTERED UNDER THE U.S. NOTES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL ACCREDITED INVESTOR"), (2) AGREES
THAT IT WILL NOT PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO
SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT
(OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED
HEREBY EXCEPT (A) TO CARRAMERICA REALTY CORPORATION (THE "COMPANY") OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER ("QIB") IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE FOR THE NOTES A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED HEREBY (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM SUCH TRUSTEE) OR


<PAGE>


(E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON
TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED
HEREBY PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SUCH NOTE
UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING
TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE FOR
THE NOTES. IF THE PROPOSED TRANSFEREE IS NOT THE COMPANY, A SUBSIDIARY THEREOF
OR A QIB TO WHICH THIS NOTE IS BEING TRANSFERRED IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO
THE TRUSTEE FOR THE NOTES SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE COMPANY OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT
SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT UNLESS THE
TRANSFER HAS BEEN REGISTERED UNDER THE SECURITIES ACT. THIS LEGEND WILL BE
REMOVED AFTER THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE
NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT.]


Registered No.
     PRINCIPAL AMOUNT
CUSIP No.:

                         CARRAMERICA REALTY CORPORATION

                               7.20% NOTE DUE 2004


                CARRAMERICA REALTY CORPORATION, a corporation duly organized and
existing under the laws of the State of Maryland (herein referred to as the
"Company" which term shall include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_________________ or registered assigns, upon presentation, the principal sum of
__________________ on _________, 2004 and to pay interest on the outstanding
principal amount thereon from _______, 1997, or from the immediately preceding
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on ____ and _____ in each year, commencing _________,
1997, at the rate of ___% per annum, until the entire principal hereof is paid
or made available for payment. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person


<PAGE>


in whose name this Note 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 the Notes not more than 15
days and not less than 10 days prior to such Special Record Date, or may be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Indenture. Payment of the principal of and interest on this Note will be made at
the office or agency maintained for that purpose in the City of New York, New
York, or elsewhere as provided in the Indenture, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payments of principal and interest on the Notes (other than payments of
principal and interest due at Maturity) may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

                Notes of this series are one of a duly authorized issue of
securities of the Company (herein called the "Notes"), issued and to be issued
in one or more series under an Indenture, dated as of July ___, 1997 (the
"Indenture"), among the Company, CarrAmerica Realty, L.P., as Guarantor (herein
called the "Guarantor"), and ____________ (herein called 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 Guarantor, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are authenticated and delivered. This Note is one
of the series designated therein.

                Notes of this series may be redeemed at any time at the option
of the Company, in whole or in part, upon notice of not more than 60 nor less
than 30 days prior to the Redemption Date, at a redemption price equal to the
sum of (i) the principal amount of the Notes being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Notes.

                The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Note and (b) certain
restrictive covenants and the related defaults and Events of Default applicable
to the Company, in each case, upon compliance by the Company with certain
conditions set forth in the Indenture, which provisions apply to this Note.

                If an Event of Default with respect to the Notes shall occur and
be continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

                As provided in and subject to the provisions of the Indenture,
the Holder of this Note 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
written notice to the Trustee of a continuing Event of Default with respect to
the Notes, the Holders of not less than 25% in principal amount of the Notes 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


<PAGE>


from the Holders of a majority in principal amount of Notes 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 Note for the enforcement of any payment of
principal hereof or any interest on or after the respective due dates expressed
herein.

                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 Notes of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Notes of each series of Notes then Outstanding
affected thereby. The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Notes of each series at the
time Outstanding, on behalf of the Holders of all Notes of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note 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 Note.

                No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair (i) the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
Make-Whole Amount, if any) and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed, or (ii) the obligations of
the Guarantor, which are unconditional, in respect of the Guaranteed
Obligations.

                As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any Place of Payment where the principal of (and
Make-Whole Amount, if any) and interest on this Note 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 his
attorney duly authorized in writing, and thereupon one or more new Notes of this
series, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

                The Notes of this series are issuable only in registered form in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of this
series 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 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 Note for registration of
transfer, the Company, the Guarantor, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose


<PAGE>


name this Note is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.

                No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Note, or because of any indebtedness
evidenced hereby or thereby, shall be had against any promoter, as such, or
against any past, present or future shareholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company 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 of this Note by the Holder thereof and as part of the consideration
for the issue of the Notes of this series.

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

                THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.

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

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


<PAGE>


                IN WITNESS WHEREOF, the undersigned have caused this Indenture
to be executed as of the date hereof.


Dated:

                                       CARRAMERICA REALTY CORPORATION



                                       By: ____________________________
                                           Name:
                                           Title:


[Corporate Seal]


Attest:



___________________________
Secretary


                                       CARRAMERICA REALTY, L.P.

                                       By: CARRAMERICA REALTY GP HOLDINGS,
                                           INC., as General Partner


                                       By: __________________________________
                                           Name:
                                           Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

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

                                       BANKERS TRUST COMPANY, as Trustee



                                       By: ___________________________________
                                           Authorized Signatory


<PAGE>


================================================================================

                                 ASSIGNMENT FORM

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

  PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING
  NUMBER OF ASSIGNEE
|-----------------------------------------------|
|                                               |
|-----------------------------------------------| ..........................


 ................................................................................
              (Please Print or Typewrite Name and Address including
                              Zip Code of Assignee)


 ................................................................................
the within Note of CarrAmerica Realty Corporation and hereby does irrevocably
constitute and appoint .........................................................
Attorney to transfer said Note on the books of the within-named Company with
full power of substitution in the premises.

Dated:  .....................   ................................................

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



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

================================================================================


<PAGE>


                                                            ANNEX D TO INDENTURE


        [INCLUDE IF A GLOBAL NOTE -- UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS
DEFINED BELOW) 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.]

        [INCLUDE IF A GLOBAL NOTE -- THIS NOTE IS A GLOBAL NOTE WITHIN THE
MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF DTC OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC
OR ITS NOMINEE TO A SUCCESSOR DEPOSITORY OR ITS NOMINEE.]

        [INCLUDE IF A PRIVATE EXCHANGE SECURITY -- THE NOTE EVIDENCED HEREBY HAS
NOT BEEN REGISTERED UNDER THE U.S. NOTES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL ACCREDITED INVESTOR"), (2) AGREES
THAT IT WILL NOT PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO
SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT
(OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED
HEREBY EXCEPT (A) TO CARRAMERICA REALTY CORPORATION (THE "COMPANY") OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER ("QIB") IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE FOR THE NOTES A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED HEREBY (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM SUCH TRUSTEE) OR (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) AND
(3) AGREES THAT IT WILL DELIVER


<PAGE>


TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND IN CONNECTION WITH ANY TRANSFER OF
THE NOTE EVIDENCED HEREBY PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SUCH NOTE UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
CERTIFICATE TO THE TRUSTEE FOR THE NOTES. IF THE PROPOSED TRANSFEREE IS NOT THE
COMPANY, A SUBSIDIARY THEREOF OR A QIB TO WHICH THIS NOTE IS BEING TRANSFERRED
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, THE HOLDER MUST, PRIOR TO
SUCH TRANSFER, FURNISH TO THE TRUSTEE FOR THE NOTES SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS THE COMPANY OR THE TRUSTEE MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT UNLESS THE TRANSFER HAS BEEN REGISTERED UNDER THE SECURITIES ACT.
THIS LEGEND WILL BE REMOVED AFTER THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE
SECURITIES ACT.]

Registered No.
     PRINCIPAL AMOUNT
CUSIP No.:

                         CARRAMERICA REALTY CORPORATION

                              7.375% NOTE DUE 2007


                CARRAMERICA REALTY CORPORATION, a corporation duly organized and
existing under the laws of the State of Maryland (herein referred to as the
"Company" which term shall include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_________________ or registered assigns, upon presentation, the principal sum of
__________________ on _________, 2007 and to pay interest on the outstanding
principal amount thereon from _______, 1997, or from the immediately preceding
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on ____ and _____ in each year, commencing _________,
1997, at the rate of ___% per annum, until the entire principal hereof is paid
or made available for payment. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Note 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 not so punctually paid
or duly provided for shall 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
Note 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 the Notes not more than 15 days and not less than
10 days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities


<PAGE>


exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. Payment
of the principal of and interest on this Note will be made at the office or
agency maintained for that purpose in the City of New York, New York, or
elsewhere as provided in the Indenture, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payments of principal and interest on the Notes (other than payments of
principal and interest due at Maturity) may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

                Notes of this series are one of a duly authorized issue of
securities of the Company (herein called the "Notes"), issued and to be issued
in one or more series under an Indenture, dated as of July ___, 1997 (the
"Indenture"), among the Company, CarrAmerica Realty, L.P., as Guarantor (herein
called the "Guarantor"), and ____________ (herein called 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 Guarantor, the Trustee and the Holders of the Notes and of
the terms upon which the Notes are authenticated and delivered. This Note is one
of the series designated therein.

                Notes of this series may be redeemed at any time at the option
of the Company, in whole or in part, upon notice of not more than 60 nor less
than 30 days prior to the Redemption Date, at a redemption price equal to the
sum of (i) the principal amount of the Notes being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Notes.

                The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Note and (b) certain
restrictive covenants and the related defaults and Events of Default applicable
to the Company, in each case, upon compliance by the Company with certain
conditions set forth in the Indenture, which provisions apply to this Note.

                If an Event of Default with respect to the Notes shall occur and
be continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

                As provided in and subject to the provisions of the Indenture,
the Holder of this Note 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
written notice to the Trustee of a continuing Event of Default with respect to
the Notes, the Holders of not less than 25% in principal amount of the Notes 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 Notes 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 Note for the enforcement of any
payment of principal hereof or any interest on or after the respective due dates
expressed herein.


<PAGE>


                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 Notes of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Notes of each series of Notes then Outstanding
affected thereby. The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Notes of each series at the
time Outstanding, on behalf of the Holders of all Notes of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note 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 Note.

                No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair (i) the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
Make-Whole Amount, if any) and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed, or (ii) the obligations of
the Guarantor, which are unconditional, in respect of the Guaranteed
Obligations.

                As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any Place of Payment where the principal of (and
Make-Whole Amount, if any) and interest on this Note 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 his
attorney duly authorized in writing, and thereupon one or more new Notes of this
series, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

                The Notes of this series are issuable only in registered form in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of this
series 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 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 Note for registration of
transfer, the Company, the Guarantor, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

                No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Note, or because of any indebtedness
evidenced hereby or thereby, shall be had against any promoter, as such, or
against any past, present or future shareholder, officer or director, as


<PAGE>


such, of the Company or of any successor, either directly or through the Company
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 of this Note by the Holder thereof and as part of the consideration
for the issue of the Notes of this series.

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

                THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.

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

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


<PAGE>


                IN WITNESS WHEREOF, the undersigned have caused this Indenture
to be executed as of the date hereof.


Dated:

                                       CARRAMERICA REALTY CORPORATION



                                       By: ____________________________
                                           Name:
                                           Title:


[Corporate Seal]


Attest:



___________________________
Secretary


                                       CARRAMERICA REALTY, L.P.

                                       By: CARRAMERICA REALTY GP HOLDINGS,
                                           INC., as General Partner


                                       By: __________________________________
                                           Name:
                                           Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

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

                                       BANKERS TRUST COMPANY, as Trustee



                                       By: ___________________________________
                                           Authorized Signatory


<PAGE>


================================================================================

                                 ASSIGNMENT FORM

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

  PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING
  NUMBER OF ASSIGNEE
|-----------------------------------------------|
|                                               |
|-----------------------------------------------| ..........................


 ................................................................................
              (Please Print or Typewrite Name and Address including
                              Zip Code of Assignee)


 ................................................................................
the within Note of CarrAmerica Realty Corporation and hereby does irrevocably
constitute and appoint .........................................................
Attorney to transfer said Note on the books of the within-named Company with
full power of substitution in the premises.

Dated:  .....................   ................................................

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



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

================================================================================


<PAGE>


                                                                     EXHIBIT [A]


                         FORM OF CERTIFICATE OF TRANSFER

CarrAmerica Realty Corporation
1700 Pennsylvania Avenue, N.W.
Washington, D.C. 20006

Bankers Trust Company
Four Albany Street
New York, NY 10006

Attn: Corporate Trust Department


                Re:     7.20% Notes due 2004
                        7.375% Notes due 2007

                Reference is hereby made to the Indenture, dated as of July 1,
1997 (the "Indenture"), between CarrAmerica Realty Corporation, as issuer (the
"Company"), CarrAmerica Realty L.P., as Guarantor, and Bankers Trust Company, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


                ______________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to __________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

1. | | Check if Transferee will take delivery of a beneficial interest in a
Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant
to and in accordance with Rule 144A under the United States Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby
further certifies that the beneficial interest or Definitive Note is being
transferred to a Person that the Transferor reasonably believed and believes is
purchasing the beneficial interest or Definitive Note for its own account, or
for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a "qualified
institutional buyer" within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A and such Transfer is in compliance with any
applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Restricted Securities
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.


<PAGE>

2. | | Check and complete if Transferee will take delivery of a beneficial
interest in a Definitive Note pursuant to any provision of the Securities Act
other than Rule 144A. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global
Notes and Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

        (a) | | such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act;

                                       or

        (b) | | such Transfer is being effected to the Company or a subsidiary
thereof;

                                       or

        (c) | | such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

                                       or

        (d) | | such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A or Rule 144, and the Transferor hereby
further certifies that the Transfer complies with the transfer restrictions
applicable to beneficial interests in a Restricted Global Note or Restricted
Definitive Notes and the requirements of the exemption claimed, which
certification is supported by (1) a certificate executed by the Transferee in
the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of
a principal amount of Notes at the time of transfer of less than $100,000, an
Opinion of Counsel provided by the Transferor or the Transferee (a copy of which
the Transferor has attached to this certification), to the effect that such
Transfer is in compliance with the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
transfer enumerated in the Restricted securities Legend printed on the
Definitive Notes and in the Indenture and the Securities Act.


<PAGE>


3. | | Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.

        (a) | | Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the
Restricted Securities Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Restricted Securities Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

        (b) | | Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144 and in
compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any State of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Restricted
Securities Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will not be subject to the restrictions on transfer enumerated in the
Restricted Securities Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

                This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.


                                       _______________________________
                                       [Insert Name of Transferor]


                                       By: ___________________________
                                           Name:
                                           Title:

Dated: _________________, ___


<PAGE>



                       ANNEX A TO CERTIFICATE OF TRANSFER


1.      The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

        (a) | | a beneficial interest in the 144A Global Note (CUSIP ______), or

        (b) | | a Restricted Definitive Note.


2.      After the Transfer the Transferee will hold:

                                   [CHECK ONE]

        (a) | | a beneficial interest in the:

            (i)  | | 144A Global Note (CUSIP ________), or

            (ii) | | Unrestricted Global Note (CUSIP ________); or

        (b) | |  a Restricted Definitive Note; or

        (c) | |  an Unrestricted Definitive Note,

        in accordance with the terms of the Indenture.


<PAGE>


                                                                     EXHIBIT [B]

                         FORM OF CERTIFICATE OF EXCHANGE



CarrAmerica Realty Corporation
1700 Pennsylvania Avenue, N.W.
Washington, D.C. 20006

Bankers Trust Company
Four Albany Street
New York, NY 10006

Attn: Corporate Trust Department


                Re:     7.20% Notes due 2004
                        7.375% Notes due 2007

                                      (CUSIP ______________)

                Reference is hereby made to the Indenture, dated as of July 1,
1997 (the "Indenture"), among CarrAmerica Realty Corporation, as issuer (the
"Company"), CarrAmerica Realty, L.P., as Guarantor, and Bankers Trust Company,
as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

                ______________, (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note

        (a) | | Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Restricted Securities Legend are not required
in order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


<PAGE>


        (b) | | Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Restricted Securities Legend are not required in order to maintain compliance
with the Securities Act and (iv) the Definitive Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

        (c) | | Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Restricted Securities Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

        (d) | | Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Restricted Securities Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes for Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes

        (a) | | Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Restricted
Securities Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

        (b) | | Check if Exchange is from Restricted Definitive Note to
beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner's Restricted Definitive


<PAGE>


Note for a beneficial interest in the 144A Global Note IAI, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner's own
account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Restricted Securities Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.

                This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.


                                              [Insert Name of Owner]


                                              By: _________________________
                                                  Name:
                                                  Title:

Dated: __________________, ___


<PAGE>


                                                                     EXHIBIT [D]

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

CarrAmerica Realty Corporation
1700 Pennsylvania Avenue, N.W.
Washington, D.C. 20006

Bankers Trust Company
Four Albany Street
New York, NY 10006

Attn: Corporate Trust Department


                Re:     7.20% Notes due 2004
                        7.375% Notes due 2007


                Reference is hereby made to the Indenture, dated as of July 1,
1997 (the "Indenture"), between CarrAmerica Realty Corporation, as issuer (the
"Company"), CarrAmerica Realty L.P., as Guarantor, and Bankers Trust Company, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

                In connection with our proposed purchase of $____________
aggregate principal amount of:

        (a) | | a beneficial interest in a Global Note, or

        (b) | | a Definitive Note,

        we confirm that:

                1. We understand that any subsequent transfer of the Notes or
any interest therein is subject to certain restrictions and conditions set forth
in the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

                2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we


<PAGE>


will do so only (A) to the Company or any subsidiary thereof, (B) in accordance
with Rule 144A under the Securities Act to a "qualified institutional buyer" (as
defined therein), (C) to an institutional "accredited investor" (as defined
below) that is purchasing at least $100,000 principal amount of Notes and that,
prior to such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to you and to the Company a signed letter substantially in the
form of this letter and an Opinion of Counsel in form reasonably acceptable to
the Company to the effect that such transfer is in compliance with the
Securities Act, (D) pursuant to the provisions of Rule 144(k) under the
Securities Act or (E) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person purchasing the
Definitive Note or beneficial interest in a Global Note from us in a transaction
meeting the requirements of clauses (A) through (D) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.

                3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect. We further understand that any
subsequent transfer by us of the Notes or beneficial interest therein acquired
by us must be effected through one of the Placement Agents.

                4. We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

                5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion, and are so acquiring or purchasing at least $100,000
principal amount of Notes.

                You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.


                                        [Insert Name of Accredited Investor]


                                        By: __________________________
                                            Name:
                                            Title:


Dated: _________________, ___