UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT 
     Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934 
Date of Report (Date of earliest event reported): October 19, 2004
   BRANDYWINE REALTY TRUST	
	
(Exact name of issuer as specified in charter)	
 	
   MARYLAND	001-09106	23-2413352	
   (State or Other	(Commission	(I.R.S. Employer	
         Jurisdiction	file	Identification	
of Incorporation or	number)	Number)	
      Organization)	 	 	
     401 Plymouth Road, Suite 500
Plymouth Meeting, Pennsylvania 19462
(Address of principal executive offices) 
(610) 325-5600
(Registrant’s telephone number, including area code) 

	
	
Item 1.02. Termination of a Material Definitive Agreement 
     On October 22, 2004, Brandywine Operating Partnership, L.P. (the “Operating Partnership”), the subsidiary through which we own our assets and conduct our business, repaid all amounts outstanding under the $320 million term loan credit agreement (2007) that became effective as of September 21, 2004 by and among us, the Operating Partnership, and certain of the Operating Partnership’s wholly-owned subsidiaries, and Bear Stearns Corporate Lending Inc., as administrative agent and as a lender, and JPMorgan Chase Bank, as syndication agent and as a lender (a copy of which is attached as an exhibit to our Current Report on Form 8-K filed with the Securities Exchange Commission on September 21, 2004). Upon such repayment, the term loan credit agreement (2007) was terminated. The Operating Partnership used a portion of the proceeds of the public offering of debt securities described in Item 8.01 of this Current Report on Form 8-K to repay the term loan credit agreement (2007). In the ordinary course of their respective business, affiliates of Bear Stearns Corporate Lending Inc. and JPMorgan Chase Bank have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with us or our affiliates. J.P. Morgan Securities was a co-arranger of our revolving credit facility established in May 2004 and one of its affiliates is the administrative agent under that facility. Affiliates of Bear Stearns Corporate Lending Inc. and JPMorgan Chase Bank served as underwriters of the debt securities described in Item 8.01 of this Current Report on Form 8-K. 
Item 8.01. Other Events 
     On October 19, 2004, we and the Operating Partnership entered into an underwriting agreement with J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc., as representatives of the several underwriters named in the Pricing Agreements described therein, in connection with the Operating Partnership’s public offering of $275,000,000 aggregate principal amount of its unsecured 4.50% notes due November 1, 2009 (the “2009 Notes”) and $250,000,000 aggregate principal amount of its unsecured 5.40% notes due November 1, 2014 (the “2014 Notes” and, together with the 2009 Notes, the “Notes”). We and certain of the wholly-owned subsidiaries of the Operating Partnership fully and unconditionally guaranteed the payment of principal of and interest on the notes. We consummated the sale of the Notes on October 22, 2004. 
Item 9.01. Financial Statements and Exhibits 
Exhibit	 	
 	 	
1.1	Underwriting Agreement dated October 19, 2004 by and among	
 	Brandywine Operating Partnership, L.P., Brandywine Realty Trust,	
 	certain wholly-owned subsidiaries of Brandywine Operating	
 	Partnership, L.P. named therein, J.P. Morgan Securities Inc. and Bear,	
 	Stearns & Co. Inc., as representatives of the several underwriters	
 	named in the Pricing Agreements thereto.	
 	 	
1.2	Pricing Agreement related to 2009 Notes dated October 19, 2004.	
 	 	
1.3	Pricing Agreement related to 2014 Notes dated October 19, 2004.	

4.1	Indenture dated October 22, 2004 by and among Brandywine	
 	Operating Partnership, L.P., Brandywine Realty Trust, certain wholly-	
 	owned subsidiaries of Brandywine Operating Partnership, L.P. named	
 	therein and The Bank of New York, as Trustee.	
 	 	
4.2	Form of $275,000,000 4.50% Guaranteed Note due 2009.	
 	 	
4.3	Form of $250,000,000 5.40% Guaranteed Note due 2014.	
 	 	
5.1	Opinion of Pepper Hamilton LLP regarding the legality of the Notes	
 	and the related Guarantees.	

Signatures 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. 
 	BRANDYWINE REALTY TRUST	
 	 	 	
Date: October 22, 2004	By:	/s/ Gerard H. Sweeney	
 	 		
 	 	Gerard H. Sweeney	
 	 	President and Chief Executive Officer	

EXHIBIT INDEX 
Exhibit	 	
No.	Description	

1.1	Underwriting Agreement dated October 19, 2004 by and among	
 	Brandywine Operating Partnership, L.P., Brandywine Realty Trust,	
 	certain wholly-owned subsidiaries of Brandywine Operating	
 	Partnership, L.P. named therein, J.P. Morgan Securities Inc. and Bear,	
 	Stearns & Co. Inc., as representatives of the several underwriters	
 	named in the Pricing Agreements thereto.	
 	 	
1.2	Pricing Agreement related to 2009 Notes dated October 19, 2004.	
 	 	
1.3	Pricing Agreement related to 2014 Notes dated October 19, 2004.	
 	 	
4.1	Indenture dated October 22, 2004 by and among Brandywine	
 	Operating Partnership, L.P., Brandywine Realty Trust, certain wholly-	
 	owned subsidiaries of Brandywine Operating Partnership, L.P. named	
 	therein and The Bank of New York, as Trustee.	
 	 	
4.2	Form of $275,000,000 4.50% Guaranteed Note due 2009.	
 	 	
4.3	Form of $250,000,000 5.40% Guaranteed Note due 2014.	
 	 	
5.1	Opinion of Pepper Hamilton LLP regarding the legality of the Notes	
 	and the related Guarantees.	

                                                                  EXECUTION COPY

                     BRANDYWINE OPERATING PARTNERSHIP, L.P.

                                 DEBT SECURITIES

                             UNDERWRITING AGREEMENT

                                                                October 19, 2004

To the Representatives of the
   several Underwriters named in the
   respective Pricing Agreements
   hereinafter described

Ladies and Gentlemen:

         From time to time Brandywine Operating Partnership, L.P., a Delaware
limited partnership (the "Operating Partnership"), may enter into one or more
Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto,
with such additions and deletions as the parties thereto may determine, and,
subject to the terms and conditions stated herein and therein, to issue and sell
to the firms named in Schedule I to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing Agreement and the
securities specified therein) certain of its debt securities (the "Securities")
specified in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities"). The Securities shall be unconditionally
guaranteed (the "Guarantees") by Brandywine Realty Trust, a Maryland real estate
investment trust and the sole general partner and a limited partner of the
Operating Partnership (the "Parent Guarantor"), and certain of the Operating
Partnership's subsidiaries (the "Subsidiary Guarantors" and, together with the
Parent Guarantor, the "Guarantors").

         The terms and conditions of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the Indenture (the "Indenture") identified in such Pricing
Agreement.

         1. Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Designated Securities, for whom the firms
designated as representatives of the Underwriters of such Designated Securities
in the Pricing Agreement relating thereto shall act as representatives (the
"Representatives"). The term "Representatives" also refers to a single firm
acting as sole representative of the Underwriters and to an Underwriter or
Underwriters who act without any firm being designated as its or their
representatives. This Underwriting Agreement (the "Agreement") shall not be
construed as an obligation of the Operating Partnership to offer, issue or sell
any of the Securities or as an obligation of any of the Underwriters to purchase
the Securities. The obligation of the Operating Partnership to issue and sell
any of the Securities and the obligation of any of the Underwriters to purchase
any of the Securities shall be evidenced by the Pricing Agreement with respect
to the Designated Securities specified therein. Each Pricing Agreement shall
specify the aggregate principal amount of such Designated Securities, the
initial public offering price of such Designated Securities, the purchase price
to the Underwriters of such Designated Securities, the names of the Underwriters
of such Designated Securities, the names of the Representatives of such
Underwriters and the principal amount of such Designated Securities to be
purchased by each Underwriter and shall set forth the date, time and manner of
delivery of such Designated Securities and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture and
registration statement and prospectus with respect thereto) the terms and
conditions of such Designated Securities. A Pricing Agreement shall be in the
form of an executed writing (which may be in counterparts), and may be evidenced
by an exchange of facsimile communications or any other rapid transmission
device designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.

         2. The Operating Partnership and the Guarantors, jointly and severally,
represent and warrant to, and agree with, each of the Underwriters as follows:

            (a) A registration statement on Form S-3 (File No. 333-117078) (the
"Initial Registration") in respect of the Securities and the Guarantees has been
(i) prepared by the Operating Partnership, the Parent Guarantor and the
Subsidiary Guarantors in conformity with the requirements of the Securities Act
of 1933, as amended (the "Securities Act"), and the rules and regulations of the
Securities and Exchange Commission (the "Commission") thereunder, (ii) filed
with the Commission under the Securities Act and (iii) declared effective by the
Commission; no stop order suspending the effectiveness of the registration
statement or any post-effective amendment thereto, if any, has been issued, and
no proceeding for that purpose has been initiated or threatened by the
Commission; and the Operating Partnership and the Guarantors propose to file
with the Commission pursuant to Rule 424(b) under the Securities Act ("Rule
424(b)") a prospectus supplement to the form of prospectus included in such
registration statement and have previously advised you of all information
(financial and other) with respect to the Operating Partnership and the
Guarantors to be set forth therein. The term "Registration Statement" means the
Initial Registration Statement, as amended at the time such registration
statement became effective and as further amended as of the date of this
Agreement, including the exhibits thereto and the documents incorporated or
deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3
(the "Incorporated Documents"), but excluding the statement of eligibility and
qualification on Form T-1; the prospectus contained in the Registration
Statement is hereinafter referred to as the "Base Prospectus"; and the
prospectus supplement to such prospectus (including the Base Prospectus), in the
form filed with the Commission pursuant to Rule 424(b), is hereinafter called
the "Prospectus". If the Operating Partnership and the Guarantors shall have
filed an abbreviated registration statement to register additional Securities
pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration
Statement"), then any reference herein to the term "Registration Statement"
shall be deemed to include such Rule 462 Registration Statement. The Base
Prospectus, as the same may be amended or supplemented from time to time by a
preliminary form of prospectus supplement relating to the Designated Securities,
as and if filed pursuant to Rule 424(b), is hereinafter called a "Preliminary
Prospectus". Any reference herein to the Base Prospectus, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the
Incorporated Documents that were filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or the Securities Act, as the case may
be, on or before the date of the Base Prospectus, any Preliminary Prospectus or
the Prospectus, as the case may be; any reference herein to the terms
"amendment" or "supplement", or similar terms, with respect to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the filing
of any Incorporated Documents under the Exchange Act or the Securities Act, as
the case may be, after the issue date of any Preliminary Prospectus or the
Prospectus, as the case may be, and deemed to be incorporated therein by
reference; and any reference to any amendment to the Registration Statement
shall be deemed to include any annual report on Form 10-K of the Operating
Partnership or the Parent Guarantor filed pursuant to Section 13(a) or 15(d) of
the Exchange Act after the effective date of the Registration Statement that is
incorporated by reference in the Registration Statement.

                                       2

            (b) The Incorporated Documents, when they were filed with the
Commission or became effective, as the case may be, conformed in all material
respects to the requirements of the Exchange Act or the Securities Act, as
applicable, and the rules and regulations of the Commission thereunder; none of
such documents contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and any further documents so filed and
incorporated by reference in the Prospectus, when such documents are filed with
the Commission or become effective, as the case may be, shall conform in all
material respects to the requirements of the Exchange Act or the Securities Act,
as applicable, and shall not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading;

            (c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus shall conform, in all material respects to the requirements of the
Securities Act and the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and the rules and regulations of the Commission thereunder; the
Registration Statement and any amendment thereto do not and shall not, as of the
applicable effective date, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and the Prospectus does not contain and
as amended or supplemented shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading; and when any Preliminary Prospectus was first filed
with the Commission (whether filed as part of the Registration Statement for the
registration of the Designated Securities or any amendment thereto or pursuant
to Rule 424(a) under the Securities Act) and when any amendment thereof or
supplement thereto was first filed with the Commission, such Preliminary
Prospectus and any amendments thereof and supplements thereto complied in all
material respects with the applicable provisions of the Securities Act and the
rules and regulations of the Commission thereunder and did not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in
writing to the Operating Partnership by an Underwriter of Designated Securities
through the Representatives expressly for use in the Prospectus relating to such
Designated Securities.

                                       3

            (d) Except as noted therein, the consolidated financial statements
(including the related notes thereto) incorporated by reference in the
Prospectus present fairly in all material respects the consolidated financial
condition of the Operating Partnership and its consolidated subsidiaries and the
Parent Guarantor and its consolidated subsidiaries, as applicable, as of the
dates indicated and the results of their operations and changes in their
consolidated cash flows for the periods specified; such financial statements
have been prepared in conformity with accounting principles generally accepted
in the United States applied on a consistent basis; any supporting schedules
incorporated by reference in the Registration Statement present fairly in all
material respects the information required to be stated therein; and any pro
forma financial information (including the related notes thereto) contained or
incorporated by reference in the Prospectus present fairly in all material
respects the information contained therein and have been prepared on a
reasonable basis using reasonable assumptions and in accordance with the
applicable requirements of the Securities Act and the Exchange Act.

            (e) The Parent Guarantor and its subsidiaries (including, without
limitation, the Operating Partnership), taken as a whole, have not sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any material loss or interference
with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth in the Prospectus; and, since the
respective dates as of which information is given in the Registration Statement
and the Prospectus, (i) except as set forth on Schedule III to the applicable
Pricing Agreement, there has not been any change in the beneficial interests of
the Parent Guarantor (other than issuances of beneficial interests (A) pursuant
to equity-based awards granted in the ordinary course of business to trustees or
employees of the Parent Guarantor or the Operating Partnership, (B) upon
exercise of options and upon conversion or redemption of convertible or
redeemable securities, in each case which were outstanding as of the date of the
latest audited financial statements included or incorporated by reference in the
Prospectus, and (C) upon the exchange of Operating Partnership interests for
beneficial interests in the Parent Guarantor) or in the partnership interests in
the Operating Partnership or the capital stock, partnership, membership or
beneficial interests of any of its consolidated subsidiaries, or any change in
the long-term debt of the Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership), taken as a whole,
and (ii) there has not been any material adverse change in the business,
properties, management, results of operations, financial condition or prospects
of the Parent Guarantor and its consolidated subsidiaries (including, without
limitation, the Operating Partnership), taken as a whole, except as set forth in
the Prospectus.

            (f) The Operating Partnership has been duly formed and is validly
existing as a limited partnership in good standing under the laws of the State
of Delaware, with limited partnership power and authority to own its properties
and conduct its business as described in the Prospectus, and has been duly
qualified or registered as a foreign limited partnership for the transaction of
business and is in good standing or subsisting under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so
as to require such qualification or registration except where the failure to so
qualify or register or be in good standing or subsisting could not reasonably be
expected, individually or in the aggregate, to have a (i) material adverse
effect on the business, properties, management, results of operations, financial
condition or prospects of the Parent Guarantor and its subsidiaries (including,
without limitation, the Operating Partnership), taken as a whole, or (ii) an
adverse effect on the ability to perform on the part of, or the performance by,
the Operating Partnership and the Guarantors of their respective obligations
hereunder and under the Indenture, the Securities and the Guarantees
(collectively, a "Material Adverse Effect"); the Parent Guarantor has been duly
formed and is validly existing as a real estate investment trust in good
standing under the laws of the State of Maryland, with trust power and authority
to own its properties and conduct its business as described in the Prospectus,
and has been duly qualified or registered as a foreign real estate investment
trust for the transaction of business and is in good standing or subsisting

                                       4

under the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification or registration
except where the failure to so qualify or register or be in good standing or
subsisting could not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect; and each consolidated subsidiary has been
duly incorporated, formed or organized and is validly existing as a corporation
or other entity in good standing or subsisting under the laws of its
jurisdiction of incorporation, formation or organization, with corporate,
partnership or limited liability company power and authority to own its
properties and conduct its business as described in the Prospectus, and has been
duly qualified or registered as a foreign corporation or other foreign entity
for the transaction of business and is in good standing or subsisting under the
laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification or registration except
where the failure to so qualify or register or be in good standing or subsisting
could not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect.

            (g) The Operating Partnership has an authorized capitalization as
set forth in the Prospectus, and all of the issued partnership interests of the
Operating Partnership have been duly and validly authorized and issued and are
fully paid; the Parent Guarantor has an authorized capitalization as set forth
in the Prospectus, and all of the issued beneficial interests of the Parent
Guarantor have been duly and validly authorized and issued and are fully paid;
all of the issued shares of capital stock, partnership, membership or beneficial
interests of each consolidated subsidiary have been duly and validly authorized
and issued, are fully paid and, if applicable, non-assessable and are owned
directly or indirectly by the Operating Partnership, free and clear of all
liens, encumbrances or claims (collectively, "Liens"); and the Parent Guarantor
is the sole general partner of the Operating Partnership and its ownership
percentage in the Operating Partnership is as set forth in the Prospectus.

            (h) This Agreement and the Pricing Agreement with respect to the
Designated Shares have been duly authorized, executed and delivered by each of
the Operating Partnership and the Guarantors.

            (i) The Indenture has been duly authorized by the Operating
Partnership and the Guarantors and qualified under the Trust Indenture Act and,
at the Time of Delivery (as defined in Section 4 hereof) for such Designated
Securities, the Indenture shall constitute a valid and legally binding
instrument enforceable against the Operating Partnership and the Guarantors in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

                                       5

            (j) The Securities have been duly authorized by the Operating
Partnership, and, when Designated Securities are issued and delivered pursuant
to this Agreement and the Pricing Agreement with respect to such Designated
Securities, such Designated Securities shall have been duly executed,
authenticated, issued and delivered and shall constitute valid and legally
binding obligations of the Operating Partnership entitled to the benefits
provided by the Indenture and enforceable in accordance with their terms and
entitled to the benefits of the Indenture, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

            (k) The Guarantees have been duly authorized by the Guarantors and,
when the Securities are issued and delivered pursuant to this Agreement, the
Guarantees shall have been duly executed, issued and delivered and shall
constitute valid and legally binding obligations of each of the Guarantors
enforceable in accordance with their terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

            (l) The Indenture conforms and the Designated Securities and the
Guarantees shall conform, in all material respects, to the descriptions thereof
contained in the Prospectus.

            (m) Neither the Parent Guarantor nor any of its consolidated
subsidiaries (including, without limitation, the Operating Partnership) is, or
with the giving of notice or lapse of time or both would be, in violation of or
in default under its declaration of trust, charter, by-laws, partnership
agreement, operating agreement or other organizational documents, as applicable,
except where, in the case of any subsidiary that is not the Operating
Partnership or a Subsidiary Guarantor, the violation or default could not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect, or any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Parent Guarantor or any of its
consolidated subsidiaries (including, without limitation, the Operating
Partnership) is a party or by which it or any of them or any of their respective
properties is bound, except where the violation or default could not reasonably
be expected, individually or in the aggregate, to have a Material Adverse
Effect; the issue and sale of the Designated Securities, the issue of the
Guarantees, the compliance by the Operating Partnership and the Guarantors with
all of the provisions of the Designated Securities, the Guarantees, the
Indenture, this Agreement and the applicable Pricing Agreement and the
consummation of the transactions herein and therein contemplated shall not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Parent
Guarantor or any of its subsidiaries (including, without limitation, the
Operating Partnership) is a party or by which the Parent Guarantor or any of its
subsidiaries (including, without limitation, the Operating Partnership) is bound
or to which any of the property or assets of the Parent Guarantor or any of its
subsidiaries (including, without limitation, the Operating Partnership) is
subject, nor shall such actions result in any violation of the provisions of the
declaration of trust or the by-laws of the Parent Guarantor, the certificate of
limited partnership or partnership agreement of the Operating Partnership, the
charter or by-laws or other organizational documents of any of the Subsidiary
Guarantors or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Parent Guarantor or any
of its subsidiaries (including, without limitation, the Operating Partnership)
or any of their properties; and no consent, approval, authorization, order,
registration or qualification of or with any court or governmental agency or
body is required for the issue and sale of the Designated Securities, the issue
of the Guarantees or the consummation by the Operating Partnership and the
Guarantors of the other transactions contemplated by this Agreement, the
applicable Pricing Agreement or the Indenture, except such as have been, or
shall have been prior to the Time of Delivery, obtained under the Securities Act
or the Trust Indenture Act and such consents, approvals, authorizations, orders,
registrations or qualifications as may be required under state securities or
Blue Sky laws in connection with the purchase and distribution of the Designated
Securities by the Underwriters.

                                       6

            (n) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Parent Guarantor or any of its
consolidated subsidiaries (including, without limitation, the Operating
Partnership) is a party or to which any property of the Parent Guarantor or any
of its consolidated subsidiaries (including, without limitation, the Operating
Partnership) is subject, which could reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect, and, to the knowledge of the
Operating Partnership and the Guarantors, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.

            (o) (i) PricewaterhouseCoopers, the independent certified public
accountants of the Operating Partnership and the Parent Guarantor, who have
audited certain financial statements of the Operating Partnership and its
consolidated subsidiaries and of the Parent Guarantor and its consolidated
subsidiaries, are independent public accountants as required by the Securities
Act and the rules and regulations of the Commission thereunder; and (ii) Ernst &
Young, the independent certified public accountants of The Rubenstein Company,
L.P., who have audited certain financial statements of The Rubenstein Company,
L.P. and its consolidated subsidiaries, are independent public accountants as
required by the Securities Act and the rules and regulations of the Commission
thereunder.

            (p) The Parent Guarantor and its subsidiaries (including, without
limitation, the Operating Partnership) have good and marketable title in fee
simple to, or have valid rights to lease or otherwise use, all items of real and
personal property that is material to their respective businesses, in each case
free and clear of all Liens except (A) those Liens which have been reflected
generally or in the aggregate in the financial statements of the Operating
Partnership and of the Parent Guarantor as disclosed in the Prospectus or as are
described specifically, generally or in the aggregate in the Prospectus, or (B)
such Liens not required by generally accepted accounting principles to be
disclosed in the financial statements of the Operating Partnership or of the
Parent Guarantor, which do not (a) materially adversely interfere with the use
made or proposed to be made of such property by the Parent Guarantor and its
subsidiaries (including, without limitation, the Operating Partnership) or (b)
could not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect.

            (q) None of the Operating Partnership, the Parent Guarantor or any
of the Subsidiary Guarantors is, and after giving effect to each offering and
sale of the Securities and the issuance of the Guarantees is, or shall be
required to register as, an "investment company" under the Investment Company
Act of 1940, as amended (the "Investment Company Act").

                                       7

            (r) At all times commencing with the Parent Guarantor's taxable year
ended December 31, 1986, the Parent Guarantor has been and after giving effect
to the offering and the sale of the Designated Securities and the issuance of
the Guarantees shall continue to be, organized and operated in conformity with
the requirements for qualification of the Parent Guarantor as a real estate
investment trust ("REIT") under the Internal Revenue Code of 1986, as amended
(the "Code"), and the proposed method of operation of the Parent Guarantor shall
enable the Parent Guarantor to continue to meet the requirements for
qualification and taxation as a REIT under the Code.

            (s) The Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership) (A) have filed all
federal, state, local and foreign tax returns that are required to be filed or
have requested extensions thereof except in any case in which the failure so to
file could not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect, except as set forth in the Prospectus, and (B) have
paid all taxes required to be paid by them and any other assessment, fine or
penalty levied against them, to the extent that any of the foregoing is due and
payable, except for any such assessment, fine or penalty that is currently being
contested in good faith or as could not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect, except as set forth in the
Prospectus.

            (t) The Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership) possess all licenses,
certificates, permits and other authorizations issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct
their respective businesses, and neither the Parent Guarantor nor any such
consolidated subsidiary has received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization or permit
which, individually or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, could reasonably be expected to have a Material
Adverse Effect on the Parent Guarantor and its subsidiaries (including, without
limitation, the Operating Partnership), taken as a whole, except as set forth in
the Prospectus.

            (u) No labor dispute or disturbance involving the employees of the
Parent Guarantor or any of its subsidiaries (including, without limitation, the
Operating Partnership) or of any other entity exists or is threatened or
imminent that could reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect, except as set forth in the Prospectus.

            (v) The Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership) (A) are in compliance
with applicable federal, state, local and foreign laws and regulations relating
to the protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants ("Environmental Laws"),
(B) have received, and are in compliance with, all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (C) have not received notice of any actual or
potential liability under any environmental law, except in each case where such
non-compliance with Environmental Laws, failure to receive or comply with
required permits, licenses or other approvals, or liability could not reasonably
be expected, individually or in the aggregate, to have a Material Adverse
Effect, except as set forth in the Prospectus; except as set forth in the
Prospectus, neither the Parent Guarantor nor any of its consolidated
subsidiaries (including, without limitation, the Operating Partnership) has been
named as a "potentially responsible party" under the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended; in the ordinary
course of its business, the Operating Partnership and the Parent Guarantor
periodically review the effect of Environmental Laws on the business, operations
and properties of the Operating Partnership, Parent Guarantor and their
respective consolidated subsidiaries, in the course of which they identify and
evaluate associated costs and liabilities (including, without limitation, any
capital or operating expenditures required for clean-up, closure of properties
or compliance with Environmental Laws, or any permit, license or approval, any
related constraints on operating activities and any potential liabilities to
third parties). On the basis of such review, the Operating Partnership and the
Parent Guarantor have reasonably concluded that such associated costs and
liabilities could not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect, except as set forth in the Prospectus.

                                       8

            (w) The minimum funding standard under Section 302 of the Employee
Retirement Income Security Act of 1974, as amended, and the regulations and
published interpretations thereunder ("ERISA"), has been satisfied by each
"pension plan" (as defined in Section 3(2) of ERISA) which has been established
or maintained by Parent Guarantor and/or one or more of its subsidiaries
(including, without limitation, the Operating Partnership), and the trust
forming part of each such plan which is intended to be qualified under Section
401 of the Code is so qualified; each of the Parent Guarantor and its
subsidiaries (including, without limitation, the Operating Partnership) has
fulfilled its obligations, if any, under Section 515 of ERISA; neither the
Parent Guarantor nor any of its subsidiaries (including, without limitation, the
Operating Partnership) maintains or is required to contribute to a "welfare
plan" (as defined in Section 3(1) of ERISA) which provides retiree or other
post-employment welfare benefits or insurance coverage (other than "continuation
coverage" (as defined in Section 602 of ERISA)); each pension plan and welfare
plan established or maintained by the Parent Guarantor and/or one or more of its
subsidiaries (including, without limitation, the Operating Partnership) is in
compliance in all material respects with the currently applicable provisions of
ERISA; neither the Parent Guarantor nor any of its subsidiaries (including,
without limitation, the Operating Partnership) has incurred or could reasonably
be expected to incur any withdrawal liability under Section 4201 of ERISA, any
liability under Section 4062, 4063, or 4064 of ERISA, or any other liability
under Title IV of ERISA; and the assets of the Parent Guarantor and its
subsidiaries (including, without limitation, the Operating Partnership) do not,
and as of the Time of Delivery shall not, constitute "plan assets" under ERISA.

            (x) The Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership) are currently in
compliance with all presently applicable provisions of the Americans with
Disabilities Act, as amended, except for any such non-compliance that could not
reasonably be expected, individually or in aggregate, to have a Material Adverse
Effect.

            (y) There is, and has been, no failure on the part of the Parent
Guarantor and its subsidiaries (including, without limitation, the Operating
Partnership), and any of their respective trustees, directors or officers in
their capacities as such, to comply with any provision of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated in connection therewith,
including, without limitation, Section 402 related to loans and Sections 302 and
906 related to certifications.

                                       9

            (z) No relationship (direct or indirect) exists between or among any
of the Parent Guarantor or any affiliate of the Parent Guarantor, on the one
hand, and any trustee, officer, shareholder, tenant, customer or supplier of the
Parent Guarantor or any affiliate of the Parent Guarantor, on the other hand,
which is required by the Securities Act and the rules and regulations of the
Commission thereunder to be described in the Registration Statement or the
Prospectus which is not so described or is not described as required; and there
are no outstanding loans, advances (except normal advances for business expenses
in the ordinary course of business) or guarantees of indebtedness by the Parent
Guarantor to or for the benefit of any of the trustees or officers of the Parent
Guarantor or any of their respective family members, except as disclosed in (or
in documents incorporated into) the Registration Statement and the Prospectus.

            (aa) The Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership) maintain a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

            (bb) The Parent Guarantor and each of its consolidated subsidiaries
(including, without limitation, the Operating Partnership) are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which they
are engaged; to the knowledge of the Parent Guarantor and its subsidiaries
(including, without limitation, the Operating Partnership) all policies of
insurance insuring the Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership) or their respective
businesses, assets, employees, officers and directors are in full force and
effect; the Parent Guarantor and its consolidated subsidiaries (including,
without limitation, the Operating Partnership) are in compliance with the terms
of such policies and instruments in all material respects; neither the Parent
Guarantor nor any of its consolidated subsidiaries (including, without
limitation, the Operating Partnership) has received notice from any insurer or
agent of such insurer that capital improvements or other expenditures are
required or necessary to be made in order to continue such coverage; and neither
the Parent Guarantor nor any of its consolidated subsidiaries (including,
without limitation, the Operating Partnership) has any reason to believe that it
shall not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that could not reasonably be
expected, individually or in aggregate, to have a Material Adverse Effect,
except as set forth in the Prospectus.

                                       10

            (cc) No consolidated subsidiary of the Parent Guarantor (including,
without limitation, the Operating Partnership) is currently prohibited, directly
or indirectly, from paying any dividends to the Operating Partnership, from
making any other distribution on such subsidiary's capital stock or other
equity, from repaying to the Operating Partnership any loans or advances to such
subsidiary from the Operating Partnership, or from transferring any of such
subsidiary's property or assets to the Operating Partnership or any other
subsidiary of the Operating Partnership, except that, as set forth in the
Prospectus, each of the consolidated subsidiaries of the Parent Guarantor set
forth in Schedule IV to the applicable Pricing Agreement require the consent of
their respective joint venture partners as a condition to making such payments
or transfers and that following an event of default under the loan documents
encumbering the properties owned by a subsidiary of the Parent Guarantor
(including, without limitation, the Operating Partnership) such subsidiary may
be prohibited from making distributions to the Operating Partnership.

            (dd) The statistical and market-related data, if any, included in
the Prospectus is based on or derived from sources which the Operating
Partnership and the Guarantors believe, in good faith, to be reliable and
accurate in all material respects.

         3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities and the Guarantees thereof, the several Underwriters
propose to offer such Designated Securities for sale upon the terms and
conditions set forth in the Prospectus.

         4. Designated Securities to be purchased by each Underwriter pursuant
to the Pricing Agreement relating thereto, in the form specified in such Pricing
Agreement, and in such authorized denominations and registered in such names as
the Representatives may request upon at least 24 hours' prior notice to the
Operating Partnership, shall be delivered by or on behalf of the Operating
Partnership to the Representatives for the account of such Underwriter, against
payment by such Underwriter or on its behalf of the purchase price therefor by
wire transfer in federal or other same day funds, payable to the order of the
Operating Partnership in the funds specified in such Pricing Agreement, all in
the manner and at the place and time and date specified in such Pricing
Agreement or at such other place and time and date as the Representatives and
the Operating Partnership may agree upon in writing, such time and date being
herein called the "Time of Delivery" for such Designated Securities.

         5. The Operating Partnership and the Guarantors, jointly and severally,
agree with each of the Underwriters of any Designated Securities as follows:

            (a) To prepare the Prospectus in relation to the applicable
Designated Securities and the Guarantees in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under the
Securities Act no later than the Commission's close of business on the second
business day following the execution and delivery of the Pricing Agreement
relating to the applicable Designated Securities or, if applicable, such earlier
time as may be required by Rule 424(b); to make no further amendment or any
supplement to the Registration Statement or Prospectus after the date of the
Pricing Agreement relating to such Designated Securities and prior to the Time
of Delivery for such Designated Securities which shall be disapproved by the
Representatives for such Designated Securities promptly after reasonable notice
thereof; to advise the Representatives promptly of any such amendment or
supplement after the Time of Delivery for such Designated Securities and furnish
the Representatives with copies thereof; to file promptly all reports and any
definitive proxy or information statements required to be filed by the Operating

                                       11

Partnership or the Guarantors with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a
prospectus is required in connection with the offering or sale of such
Designated Securities; and during such same period to advise the
Representatives, promptly after it receives notice thereof, of (i) the time when
any amendment to the Registration Statement has been filed or becomes effective
or any prospectus supplement to the Prospectus or any amended Prospectus has
been filed with the Commission, (ii) the issuance by the Commission of any stop
order or any order preventing or suspending the use of any prospectus relating
to such Designated Securities, (iii) the suspension of the qualification of such
Designated Securities for offering or sale in any jurisdiction, (iv) the
initiation or threatening of any proceeding for any such purpose, or (v) any
request by the Commission for the amending or supplementing of the Registration
Statement or Prospectus or for additional information; and, in the event of the
issuance of any such stop order or of any such order preventing or suspending
the use of any prospectus relating to such Designated Securities or suspending
any such qualification, to promptly use its best efforts to obtain the
withdrawal of such order;

            (b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Designated Securities and
Guarantees for offering and sale under the securities laws of such jurisdictions
within the United States as the Representatives may request and to comply with
such laws so as to permit the continuance of sales and dealings therein for as
long as may be necessary to complete the distribution of such Designated
Securities and Guarantees; provided, however, that in connection therewith
neither the Operating Partnership nor any of the Guarantors shall be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction;

            (c) To furnish the Underwriters with (i) two copies of the
Registration Statement (as originally filed) and each amendment thereto, and all
exhibits and documents incorporated or deemed to be incorporated by reference
therein and (ii) copies of the Prospectus in such quantities as the
Representatives may from time to time reasonably request, and, if the delivery
of a prospectus is required at any time in connection with the offering or sale
of the Designated Securities and the issuance of the Guarantees; and if at such
time any event shall have occurred as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made when such
Prospectus is delivered, not misleading, or, if for any other reason it shall be
necessary during such same period to amend or supplement the Prospectus or to
file under the Exchange Act any document incorporated or deemed to be
incorporated by reference in the Prospectus in order to comply with the
Securities Act, the Exchange Act or the Trust Indenture Act, to notify the
Representatives and upon their request to file such document and to prepare and
furnish without charge to each Underwriter and to any dealer in securities as
many copies as the Representatives may from time to time reasonably request of
an amended Prospectus or a prospectus supplement to the Prospectus, which shall
correct such statement or omission or effect such compliance;

            (d) During the period beginning from the date of the Pricing
Agreement for the Designated Securities and continuing to and including the date
specified in the Pricing Agreement for such Designated Securities, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Operating Partnership or any of the Guarantors that mature more than one year
after the Time of Delivery and that are substantially similar to such Designated
Securities, without the prior written consent of the Representatives;

                                       12

            (e) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the
Securities Act), an earnings statement of the Operating Partnership and its
subsidiaries (which need not be audited) complying with Section 11(a) of the
Securities Act and the rules and regulations of the Commission thereunder
(including, at the option of the Operating Partnership, Rule 158);

            (f) To apply the net proceeds from the sale of the Designated
Securities as described in the Preliminary Prospectus and the Prospectus;

            (g) Neither the Operating Partnership nor any of the Guarantors
shall take, directly or indirectly, any action designed to or that would
constitute or that might reasonably be expected to cause or result in, under the
Exchange Act or otherwise, stabilization or manipulation, which is contrary to
any applicable law, of the price of any security of the Operating Partnership to
facilitate the sale or resale of the Securities;

            (h) Neither the Operating Partnership nor any of the Guarantors
shall be or become, at any time prior to the expiration of three years after the
Time of Delivery, an "investment company" or an entity "controlled" by an
"investment company", as such terms are defined in the Investment Company Act;

            (i) The Parent Guarantor shall use its best efforts to continue to
be organized and operated in conformity with the requirements for qualification
as a REIT under the Code for each of its taxable years for so long as the Board
of Trustees of the Parent Guarantor deems it in the best interests of the Parent
Guarantor's shareholders to remain so qualified and not to be materially and
adversely against the interests of the holders of the Designated Securities to
fail to be so qualified.

         6. The Operating Partnership and the Guarantors, jointly and severally,
covenant and agree with the several Underwriters that the Operating Partnership
and the Guarantors shall pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Operating Partnerships and the Guarantors'
counsel and accountants in connection with the registration of the Securities
and the Guarantees under the Securities Act; (ii) all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and all other
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (iii) the cost of printing and
producing any Agreement among Underwriters, this Agreement, any Pricing
Agreement, the Indenture, any Blue Sky and legal investment memoranda, closing
documents (including any compilations thereof) and any other documents so long
as such documents have been approved by the Operating Partnership or the Parent
Guarantor in connection with the offering, purchase, sale and delivery of the
Securities and the Guarantees; (iv) all expenses in connection with the
qualification of the Securities for offering and sale under state securities
laws as provided in Section 5(b) hereof, including the fees and disbursements of
the counsel to the Underwriters, in connection with such qualification and in
connection with any Blue Sky and legal investment surveys; (v) any fees charged
by securities rating agencies for rating the Securities; (vi) any filing fees
incident to, and the reasonable fees and disbursements of the counsel to the
Underwriters, in connection with any required review by the National Association

                                       13

of Securities Dealers, Inc. of the terms of the sale of the Securities; (vii)
the cost of preparing the Securities and the Guarantees; (viii) the reasonable
fees and expenses of any Trustee identified in a Pricing Agreement (the
"Trustee") and any agent of any Trustee and any transfer or paying agent of the
Operating Partnership and the Guarantors and the reasonable fees and
disbursements of counsel to the Trustee or such agent in connection with any
Indenture, the Securities and the Guarantees; (ix) any transfer or similar taxes
payable in connection with the issuance, sale and delivery of the Designated
Securities and the Guarantees to the Underwriters; and (x) all other costs and
expenses incident to the performance of its obligations hereunder, which are not
otherwise specifically provided for in this Section. It is understood, however,
that, except as otherwise specifically provided in this Section 6 and Sections 8
and 11 hereof, the Underwriters shall pay all of their own costs and expenses,
including the fees of the counsel to the Underwriters, transfer taxes on resale
of any of the Securities by them, and any advertising expenses connected with
any offers they may make.

         7. The obligations of the Underwriters of any Designated Securities
under the Pricing Agreement relating to such Designated Securities shall be
subject, in the Representatives' discretion, to the condition that all
representations and warranties and other statements of the Operating Partnership
and the Guarantors included or incorporated by reference in the Pricing
Agreement relating to such Designated Securities are true and correct at and as
of the Time of Delivery for such Designated Securities and the condition that
prior to such Time of Delivery the Operating Partnership and the Guarantors
shall have performed all of their obligations hereunder theretofore to be
performed, and the following additional conditions:

            (a) (i) The Prospectus in relation to the applicable Designated
Securities shall have been filed with the Commission pursuant to Rule 424(b)
under the Securities Act within the applicable time period prescribed for such
filing by the rules and regulations under the Securities Act and in accordance
with Section 5(a) hereof; (ii) no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and (iii) all requests for additional information on the part of the
Commission shall have been complied with to the reasonable satisfaction of the
Representatives;

            (b) Simpson Thacher & Bartlett LLP, counsel to the Underwriters,
shall have furnished to the Representatives such opinion or opinions, dated the
Time of Delivery, with respect to the good standing status of the Operating
Partnership and the Guarantors, the Indenture, the Securities, the Guarantees,
the Registration Statement, the Prospectus and such other related matters as the
Representatives may reasonably request, and such counsel shall have received
such documents and information as they may reasonably request to enable them to
pass upon such matters;

            (c) Pepper Hamilton LLP, counsel to the Operating Partnership and
the Guarantors, shall have furnished to the Representatives their written
opinion dated the Time of Delivery in form and substance reasonably satisfactory
to the Representatives, to the following effect:

                                       14

                  (i) The Operating Partnership has been duly formed and is
            validly existing as a limited partnership in good standing under the
            laws of the State of Delaware, with limited partnership power and
            authority to own its properties and conduct its business as
            described in the Prospectus;

                  (ii) The Parent Guarantor has been duly formed and is validly
            existing as a real estate investment trust in good standing under
            the laws of the State of Maryland, with trust power and authority to
            own its properties and conduct its business as described in the
            Prospectus;

                  (iii) Each Subsidiary Guarantor has been duly incorporated,
            formed or organized and is validly existing as a corporation or
            other entity in good standing under the laws of its jurisdiction of
            incorporation, formation or organization, with corporate, limited
            liability company or partnership power and authority to own its
            properties and conduct its business as described in the Prospectus;
            and all of the issued shares of capital stock, limited liability
            company, partnership or beneficial interests of each Subsidiary
            Guarantor have been duly and validly authorized and issued, are
            fully paid and, as applicable, non-assessable;

                  (iv) All of the issued partnership interests of the Operating
            Partnership have been duly and validly authorized and issued and are
            fully paid; all of the issued beneficial interests of the Parent
            Guarantor have been duly and validly authorized and issued and are
            fully paid; and the Parent Guarantor is the sole general partner of
            the Operating Partnership and its percentage interest and ownership
            in the Operating Partnership is as set forth in the Prospectus;

                  (v) The Operating Partnership has been duly qualified or
            registered as a foreign partnership for the transaction of business
            and is in good standing or subsisting under the laws of each other
            jurisdiction in which it owns or leases properties, or conducts any
            business so as to require such qualification or registration, except
            where the failure to so qualify or register or be in good standing
            or subsisting could not reasonably be expected, individually or in
            the aggregate, to have a Material Adverse Effect; the Parent
            Guarantor has been duly qualified or registered as a foreign trust
            for the transaction of business and is in good standing or
            subsisting under the laws of each other jurisdiction in which it
            owns or leases properties or conducts any business so as to require
            such qualification or registration, except where the failure to so
            qualify or register or be in good standing or subsisting could not
            reasonably be expected, individually or in the aggregate, to have a
            Material Adverse Effect; and each Subsidiary Guarantor has been duly
            qualified or registered as a foreign corporation or other entity for
            the transaction of business and is in good standing or subsisting
            under the laws of each other jurisdiction in which it owns or leases
            properties or conducts any business so as to require such
            qualification or registration, except where the failure to so
            qualify or register or be in good standing or subsisting could not
            reasonably be expected, individually or in the aggregate, to have a
            Material Adverse Effect (such counsel being entitled to rely in
            respect of the opinion in this clause upon opinions of local counsel
            and in respect of matters of fact upon certificates of officers of
            the Operating Partnership and Guarantors, provided that such counsel
            shall state that they believe that both the Representatives and they
            are justified in relying upon such opinions and certificates);

                                       15

                  (vi) To such counsel's knowledge and other than as set forth
            in the Prospectus, there are no legal or governmental proceedings
            pending to which the Parent Guarantor or any of its subsidiaries
            (including, without limitation, the Operating Partnership) is a
            party, or of which any property of the Parent Guarantor or any of
            its subsidiaries (including, without limitation, the Operating
            Partnership) is the subject, which are required, individually or in
            the aggregate, to be disclosed in the Registration Statement or the
            Prospectus which are not fairly described therein as required; and,
            to such counsel's knowledge, no such proceedings are threatened or
            contemplated by governmental authorities or threatened by others;

                  (vii) This Agreement and the applicable Pricing Agreement with
            respect to the Designated Securities have been duly authorized,
            executed and delivered by the Operating Partnership and the
            Guarantors;

                  (viii) The Indenture has been duly authorized, executed and
            delivered by the Operating Partnership and the Guarantors and
            constitutes a valid and legally binding instrument, enforceable
            against the Operating Partnership and the Guarantors in accordance
            with its terms, subject, as to enforcement, to bankruptcy,
            insolvency, reorganization, receivership, moratorium or other laws
            (including, without limitation, the effect of statutory and other
            laws regarding fraudulent conveyances, fraudulent transfers and
            preferential matters) and as may be limited by the exercise of
            judicial discretion and application of principles of equity,
            including, without limitation, requirements of good faith, fair
            dealing, conscionability and materiality (regardless of whether the
            enforceability of the Indenture is considered in a proceeding at law
            or equity); and the Indenture has been duly qualified under the
            Trust Indenture Act;

                  (ix) The Designated Securities have been duly authorized,
            executed, authenticated, issued and delivered and constitute valid
            and legally binding obligations of the Operating Partnership
            entitled to the benefits provided by the Indenture and are
            enforceable against the Operating Partnership in accordance with the
            terms of the Designated Securities, subject, as to enforcement, to
            bankruptcy, insolvency, reorganization, receivership, moratorium or
            other laws (including, without limitation, the effect of statutory
            and other laws regarding fraudulent conveyances, fraudulent
            transfers and preferential matters) and as may be limited by the
            exercise of judicial discretion and application of principles of
            equity, including, without limitation, requirements of good faith,
            fair dealing, conscionability and materiality (regardless of whether
            the enforceability of the Designated Securities is considered in a
            proceeding at law or equity);

                                       16

                  (x) The Guarantees have been duly authorized, executed,
            authenticated, issued and delivered and constitute valid and legally
            binding obligations of the Guarantors and are enforceable against
            the Guarantors in accordance with the terms of the Guarantees,
            subject, as to enforcement, to bankruptcy, insolvency,
            reorganization, receivership, moratorium or other laws (including,
            without limitation, the effect of statutory and other laws regarding
            fraudulent conveyances, fraudulent transfers and preferential
            matters) and as may be limited by the exercise of judicial
            discretion and application of principles of equity, including,
            without limitation, requirements of good faith, fair dealing,
            conscionability and materiality (regardless of whether the
            enforceability of the Guarantees is considered in a proceeding at
            law or equity);

                  (xi) The Designated Securities, the Guarantees and the
            Indenture conform in all material respects to the descriptions
            thereof in the Prospectus as amended or supplemented;

                  (xii) The issue and sale of the Designated Securities, the
            issue of the Guarantees, the compliance by the Operating Partnership
            and the Guarantors with all of the provisions of the Designated
            Securities, the Guarantees, the Indenture, this Agreement and the
            applicable Pricing Agreement and the consummation of the
            transactions herein and therein contemplated do not conflict with or
            result in a breach or violation of any of the terms or provisions
            of, or constitute a default under, any indenture, mortgage, deed of
            trust, loan agreement or other agreement or instrument known to such
            counsel to which the Parent Guarantor or any of its subsidiaries
            (including, without limitation, the Operating Partnership) is a
            party or by which the Parent Guarantor or any of its subsidiaries
            (including, without limitation, the Operating Partnership) is bound
            or to which any of the property or assets of the Parent Guarantor or
            any of its subsidiaries (including, without limitation, the
            Operating Partnership) is subject, nor do such actions result in any
            violation of the provisions of the declaration of trust or the
            by-laws of the Parent Guarantor, the certificate of limited
            partnership or partnership agreement of the Operating Partnership,
            the charter or by-laws or other organizational documents of any of
            the Subsidiary Guarantors or any statute or any order, rule or
            regulation known to such counsel of any court or governmental agency
            or body having jurisdiction over the Parent Guarantor or any of its
            subsidiaries (including, without limitation, the Operating
            Partnership) or any of their properties;

                  (xiii) No consent, approval, authorization, order,
            registration or qualification of or with any court or governmental
            agency or body is required for the issue and sale of the Designated
            Securities, the issue of the Guarantees, or the consummation by the
            Operating Partnership and the Guarantors of the other transactions
            contemplated by this Agreement, the applicable Pricing Agreement or
            the Indenture, except such as have been obtained under the
            Securities Act or the Trust Indenture Act and such consents,
            approvals, authorizations, registrations or qualifications as may be
            required under state securities or Blue Sky laws in connection with
            the purchase and distribution of the Designated Securities by the
            Underwriters;

                                       17

                  (xiv) The Registration Statement and the Prospectus and any
            amendments and supplements thereto made by the Operating Partnership
            and the Guarantors prior to the Time of Delivery for the Designated
            Securities (other than the financial statements and related notes
            and schedules therein, as to which such counsel need express no
            opinion) comply as to form in all material respects with the
            requirements of the Securities Act and the Trust Indenture Act and
            the rules and regulations thereunder;

                  (xv) The Incorporated Documents (other than the financial
            statements and related notes and schedules therein, as to which such
            counsel need express no opinion), when they were filed with the
            Commission or became effective, as the case may be, complied as to
            form in all material respects with the requirements of the Exchange
            Act or the Securities Act, as applicable, and the rules and
            regulations of the Commission thereunder; and such counsel have no
            reason to believe that any of the Incorporated Documents, when they
            were so filed or became effective, as the case may be, contained an
            untrue statement of a material fact or omitted to state a material
            fact required to be stated therein or necessary to make the
            statements therein not misleading;

                  (xvi) The statements made under the caption under "Material
            Federal Income Tax Consequences" in the Prospectus, insofar as they
            purport to constitute summaries of matters of U.S. federal tax law
            and regulations or legal conclusions with respect thereto,
            constitute accurate summaries of the matters described therein in
            all material respects;

                  (xvii) The Registration Statement has become effective under
            the Securities Act; the Prospectus relating to the Designated
            Securities and the Guarantees was filed with the Commission within
            the prescribed time periods pursuant to Rule 424(b) of the rules and
            regulations under the Securities Act; and, to such counsel's
            knowledge, no stop order suspending the effectiveness of the
            Registration Statements has been issued or proceeding for the
            purpose has been instituted or threatened by the Commission;

                  (xviii) Such counsel have no reason to believe that, as of
            their respective effective dates, the Registration Statement or any
            amendment thereto made by the Operating Partnership and the
            Guarantors prior to the Time of Delivery (other than the financial
            statements and related notes and schedules therein, as to which such
            counsel need express no belief) contained an untrue statement of a
            material fact or omitted to state a material fact required to be
            stated therein or necessary to make the statements therein not
            misleading or that, as of its date and as of the Time of Delivery,
            the Prospectus or any amendment or prospectus supplement thereto
            made by the Operating Partnership and the Guarantors prior to the
            Time of Delivery (other than the financial statements and related
            notes and schedules therein, as to which such counsel need express
            no belief) contained an untrue statement of a material fact or
            omitted to state a material fact necessary to make the statements
            therein, in light of the circumstances in which they were made, not
            misleading; and such counsel do not know of any amendment to the
            Registration Statement required to be filed or any contracts or
            other documents of a character required to be filed as an exhibit to
            the Registration Statement or required to be incorporated by
            reference into the Prospectus or required to be described in the
            Registration Statement or the Prospectus that are not filed or
            incorporated by reference or described as required.

                                       18

The opinions as to enforceability expressed in paragraphs (viii), (ix) and (x)
above shall be understood to mean only that if there is a default in performance
of an obligation, (A) if a failure to pay or other damages can be shown and (B)
if the defaulting party can be brought into a court which will hear the case and
apply the governing law, then, subject to the availability of defenses and to
the exceptions set forth in paragraphs (viii), (ix) and (x) above, the court
will provide a money damage (or perhaps injunctive or specific performance)
remedy.

            (d) (i) On the date of the applicable Pricing Agreement for such
Designated Securities and at the Time of Delivery for such Designated
Securities, PricewaterhouseCoopers LLP, the independent certified public
accountants of the Operating Partnership and the Parent Guarantor, who have
audited the financial statements of the Operating Partnership and its
consolidated subsidiaries and of the Parent Guarantor and its consolidated
subsidiaries, included or incorporated by reference in the Registration
Statement, shall have furnished to the Representatives letters, dated the
respective dates of delivery, in form and substance satisfactory to the
Representatives, containing statements and information of the type customarily
included in accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained or incorporated
by reference in the Registration Statement and the Prospectus; and (ii) on the
date of the applicable Pricing Agreement for such Designated Securities and at
the Time of Delivery for such Designated Securities, Ernst & Young, the
independent certified public accountants of The Rubenstein Company, L.P., who
have audited the financial statements of The Rubenstein Company, L.P. and its
consolidated subsidiaries, included or incorporated by reference in the
Registration Statement, shall have furnished to the Representatives letters,
dated the respective dates of delivery, in form and substance satisfactory to
the Representatives, containing statements and information of the type
customarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
or incorporated by reference in the Registration Statement and the Prospectus;

            (e) (i) The Parent Guarantor and its subsidiaries (including,
without limitation, the Operating Partnership), taken as a whole, have not
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any material loss or interference
with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth in the Prospectus and (ii) since
the respective dates as of which information is given in the Registration
Statement and the Prospectus (without giving effect to any amendment thereof or
supplement thereto subsequent to the date of the Pricing Agreement relating to
the Designated Securities), there has not been any change in the beneficial
interests of the Parent Guarantor (other than issuances of beneficial interests
(A) pursuant to equity-based awards granted in the ordinary course of business,
(B) upon exercise of options and upon conversion or redemption of convertible or
redeemable securities, in each case which were outstanding as of the date of the
latest audited financial statements included or incorporated by reference in the
Prospectus, and (C) upon the exchange of Operating Partnership interests for
beneficial interests in the Parent Guarantor) or in the partnership interests in

                                       19

the Operating Partnership or the capital stock, partnership, membership or
beneficial interests of any of its consolidated subsidiaries, or any change in
the long-term debt of the Parent Guarantor and its consolidated subsidiaries
(including, without limitation, the Operating Partnership), taken as a whole, or
any material adverse change, or any development involving a prospective material
adverse change, in or affecting the business, properties, management, results of
operations, financial condition or prospects of the Parent Guarantor and its
consolidated subsidiaries (including, without limitation, the Operating
Partnership), taken as a whole, except as set forth in the Prospectus (without
giving effect to any amendment thereof or supplement thereto subsequent to the
date of the Pricing Agreement relating to the Designated Securities), the effect
of which, in any such case described in clause (i) or (ii), is in the judgment
of the Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Designated Securities and the Guarantees on the terms and in the manner
contemplated in the Prospectus;

            (f) On or after the date of the Pricing Agreement relating to the
Designated Securities, (i) no downgrading shall have occurred in the rating
accorded the Operating Partnership's debt securities or the Parent Guarantor's
debt securities or, if applicable, preferred shares of beneficial interest by
any "nationally recognized statistical rating organization", as the term is
defined by the Commission for purposes of Rule 436(g)(2) under the Securities
Act and (ii) no such organization shall have publicly announced that it has
under surveillance or review, with possible negative implications, its rating of
any of the Operating Partnership's debt securities or the Parent Guarantor's
debt securities or preferred shares;

            (g) On or after the date of the Pricing Agreement relating to the
Designated Securities, there shall not have occurred any of the following: (i)
trading generally shall have been suspended or materially limited on the New
York Stock Exchange or the over-the-counter market; (ii) trading of any
securities issued or guaranteed by the Operating Partnership or the Parent
Guarantor shall have been suspended on any exchange or in any over-the-counter
market; (iii) a general moratorium on commercial banking activities shall have
been declared by federal or New York State authorities; or (iv) there shall have
occurred any outbreak or escalation of hostilities or acts of terrorism
involving the United States or declaration of national emergency or war by the
United States or any change in financial markets or any calamity or crisis,
either within or outside the United States, that, in the judgment of the
Representatives, is material and adverse and makes it impracticable or
inadvisable to proceed with the offering, sale or the delivery of the Designated
Securities on the terms and in the manner contemplated by this Agreement and the
Prospectus; and

            (h) The Operating Partnership and the Guarantors shall have
furnished or caused to be furnished to the Representatives at the Time of
Delivery for the Designated Securities a certificate or certificates of officers
of the Operating Partnership and the Guarantors in such form and executed by
such officers of the Operating Partnership and the Guarantors as shall be
satisfactory to the Representatives, as to the accuracy of the representations
and warranties of the Operating Partnership and the Guarantors herein at and as
of such Time of Delivery, as to the performance by the Operating Partnership and
the Guarantors of all of its obligations hereunder to be performed at or prior
to such Time of Delivery, as to the matters set forth in Sections 7(a), (e) and
(f) and as to such other matters (including, without limitation, with respect to
compliance with debt agreements and instruments) as the Representatives may
reasonably request.

                                       20

         8. (a) The Operating Partnership, the Parent Guarantor and the
Subsidiary Guarantors, jointly and severally, shall indemnify and hold harmless
each Underwriter, its directors, officers and employees and each person, if any,
who controls any Underwriter within the meaning of the Securities Act, from and
against any losses, claims, damages or liabilities, joint or several, or any
action in respect thereof to which such Underwriter, officer, employee or
controlling person may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities or actions arise out of
or are based upon (i) an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus and any other
prospectus relating to the Designated Securities, or any amendment or supplement
thereto, or (ii) the omission or alleged omission to state in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus and any other prospectus relating to the Designated Securities,
or any amendments or supplements thereto a material fact required to be stated
therein or necessary to make the statements therein not misleading, and shall
reimburse each Underwriter and each such director, officer, employee and
controlling person promptly upon demand for any legal or other expenses
reasonably incurred by such Underwriter and each such director, officer,
employee and controlling person in connection with investigating or defending
any such loss, damage, liability, action or claim as such expenses are incurred;
provided, however, that the Operating Partnership, the Parent Guarantor and the
Subsidiary Guarantors shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus and any other prospectus relating to the
Designated Securities, or any such amendment or supplement, in reliance upon and
in conformity with information furnished in writing to the Operating Partnership
by any Underwriter of Designated Securities through the Representatives
expressly for use in the Prospectus relating to such Designated Securities.

            (b) Each Underwriter, severally and not jointly, shall indemnify and
hold harmless the Operating Partnership, the Parent Guarantor and the Subsidiary
Guarantors against any losses, claims, damages or liabilities to which the
Operating Partnership, the Parent Guarantor or any Subsidiary Guarantor may
become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) an untrue statement or alleged untrue statement of a material
fact contained in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus and any other prospectus
relating to the Designated Securities, or any amendment or supplement thereto,
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus and any other prospectus relating to the
Designated Securities, or any such amendment or supplement, in reliance upon and
in conformity with written information furnished to the Operating Partnership by
such Underwriter through the Representatives expressly for use therein, and
shall reimburse the Operating Partnership, the Parent Guarantor or any
Subsidiary Guarantor for any legal or other expenses reasonably incurred by the
Operating Partnership, the Parent Guarantor or any Subsidiary Guarantor in
connection with investigating or defending any such action or claim as such
expenses are incurred.

                                       21

            (c) Promptly after receipt by an indemnified party under Section
8(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation provided, however, that any indemnified
party shall have the right to employ separate counsel in any such action and to
participate in the defense thereof but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the employment
thereof has been specifically authorized by the indemnifying party in writing,
(ii) such indemnified party shall have been advised by such counsel that there
may be one or more legal defenses available to it which are different from or
additional to those available to the indemnifying party and in the reasonable
judgment of such counsel it is advisable for such indemnified party to employ
separate counsel or (iii) the indemnifying party has failed to assume the
defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate counsel (plus local counsel in each such jurisdiction) at
any time for all such indemnified parties. If the indemnifying party does not
assume the defense of such action, it is understood that the indemnifying party
shall not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate counsel (plus local counsel in each such jurisdiction) at
any time for all such indemnified parties, which firms shall be designated in
writing by you, if the indemnified parties under this Section 8 consist of any
Underwriter of the Designated Securities or any of its respective directors,
officers, employees or controlling persons, or by the Operating Partnership, the
Parent Guarantor or any Subsidiary Guarantor, if the indemnified parties under
this Section 8 consist of the Operating Partnership, the Parent Guarantor or any
Subsidiary Guarantor or any of their directors, officers, administrative
trustees or controlling persons. The indemnifying party shall not be liable for

                                       22

any settlement of an action or claim for monetary damages which an indemnified
party may effect without the consent of the indemnifying party, which consent
shall not be unreasonably withheld. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim), unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of any indemnified party. For purposes of this Section 8,
references to "counsel" shall include a firm of attorneys.

            (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
Section 8(a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Operating Partnership, the Parent Guarantor
and the Subsidiary Guarantors on the one hand and the Underwriters of the
Designated Securities on the other from the offering of the Designated
Securities to which such loss, claim, damage or liability (or action in respect
thereof) relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under Section 8(c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits referred to in the immediately preceding sentence but also the
relative fault of the Operating Partnership, the Parent Guarantor or any
Subsidiary Guarantor on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Operating Partnership, the Parent Guarantor or any
Subsidiary Guarantor on the one hand and such Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from such offering
(before deducting expenses) received by the Operating Partnership, the Parent
Guarantor or any Subsidiary Guarantor bear to the total commissions or discounts
received by such Underwriters in respect thereof. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading relates to information supplied by the
Operating Partnership, the Parent Guarantor or any Subsidiary Guarantor on the
one hand or by any such Underwriters on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Operating Partnership, the Parent Guarantor, the
Subsidiary Guarantors and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the

                                       23

equitable considerations referred to above in this Section 8(d). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this Section
8(d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8(d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total public offering price at which the applicable Designated
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of Designated Securities
in this Section 8(d) to contribute are several in proportion to their respective
underwriting obligations with respect to such Designated Securities and not
joint.

            (e) The obligations of the Operating Partnership, the Parent
Guarantor and the Subsidiary Guarantors under this Section 8 shall be in
addition to any liability which the Operating Partnership, the Parent Guarantor
or any Subsidiary Guarantor may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of any Underwriter and to
each person, if any, who controls any Underwriter within the meaning of the
Securities Act; and the obligations of the Underwriters under this Section 8
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Operating Partnership, the Parent Guarantor or any
Subsidiary Guarantor and to each person, if any, who controls the Operating
Partnership, the Parent Guarantor or any Subsidiary Guarantor within the meaning
of the Securities Act.

         9. (a) If any Underwriter shall default in its obligation to purchase
the Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within 36
hours after such default by any Underwriter the Representatives do not arrange
for the purchase of such Designated Securities, then the Operating Partnership
shall be entitled to a further period of 36 hours within which to procure
another party or other parties satisfactory to the Representatives to purchase
such Designated Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Operating
Partnership that they have so arranged for the purchase of such Designated
Securities, or the Operating Partnership notifies the Representatives that it
has so arranged for the purchase of such Designated Securities, the
Representatives or the Operating Partnership shall have the right to postpone
the Time of Delivery for such Designated Securities for a period of not more
than seven days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Operating Partnership agrees to file promptly
any amendments or supplements to the Registration Statement or the Prospectus
which in the opinion of the Representatives may thereby be made necessary. The
term "Underwriter" as used in this Agreement shall include any person
substituted under this Section with like effect as if such person had originally
been a party to the Pricing Agreement with respect to such Designated
Securities.

                                       24

            (b) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Operating Partnership as provided in Section 9(a) above,
the aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Operating Partnership shall have the right
to require each non-defaulting Underwriter to purchase the principal amount of
Designated Securities which such Underwriter agreed to purchase under the
Pricing Agreement relating to such Designated Securities and, in addition, to
require each non-defaulting Underwriter to purchase its pro-rata share (based on
the principal amount of Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

            (c) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Operating Partnership as provided in Section 9(a) above,
the aggregate principal amount of Designated Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal amount of the
Designated Securities as referred to in Section 9(b) above, or if the Operating
Partnership shall not exercise the right described in Section 9(b) above to
require non-defaulting Underwriters to purchase Designated Securities of a
defaulting Underwriter or Underwriters, then the Pricing Agreement relating to
such Designated Securities shall thereupon terminate, without liability on the
part of any non-defaulting Underwriter or the Operating Partnership, except for
the expenses to be borne by the Operating Partnership and the Underwriters as
provided in Section 6 hereof and the indemnity and contribution agreements in
Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

         10. The respective indemnities, agreements, representations, warranties
and other statements of the Operating Partnership, the Guarantors and the
several Underwriters, as set forth in this Agreement or made by or on behalf of
them, respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any officer or director or
controlling person of any Underwriter, or the Operating Partnership or any
Guarantor, or any officer or director or controlling person of the Operating
Partnership or any Guarantor, and shall survive delivery of and payment for the
Securities.

         11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof or if the condition in Section 7(i) is not satisfied, the Operating
Partnership and the Guarantors shall not then be under any liability to any
Underwriter with respect to the Designated Securities covered by such Pricing
Agreement except as provided in Sections 6 and 8 hereof, but, if for any other
reason, Designated Securities are not delivered by or on behalf of the Operating
Partnership as provided herein, the Operating Partnership or the Guarantors
shall reimburse the Underwriters through the Representatives for all
out-of-pocket expenses approved in writing by the Representatives, including
fees and disbursements of counsel, reasonably incurred by the Underwriters in
making preparations for the purchase, sale and delivery of such Designated
Securities, but the Operating Partnership and the Guarantors shall then be under
no further liability to any Underwriter with respect to such Designated
Securities except as provided in Sections 6 and 8 hereof.

                                       25

         12. In all dealings hereunder, the Representatives of the Underwriters
of Designated Securities shall act on behalf of each of such Underwriters, and
the parties hereto shall be entitled to act and rely upon any statement,
request, notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Operating Partnership or the Guarantors shall
be delivered or sent by mail, telex or facsimile transmission to the address of
the Operating Partnership and the Guarantors set forth in the Registration
Statement, Attention: General Counsel; provided, however, that any notice to an
Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such Underwriter at its address set forth in
its underwriters' questionnaire, or telex constituting such questionnaire, which
address shall be supplied to the Operating Partnership by the Representatives
upon request. Any such statements, requests, notices or agreements shall take
effect upon receipt thereof.

         13. This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Operating Partnership,
the Guarantors and, to the extent provided in Sections 8 and 10 hereof, the
directors, officers and employees of the Operating Partnership, the Guarantors
or any Underwriter and each person who controls the Operating Partnership, the
Guarantors or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement or any such Pricing
Agreement. No purchaser of any of the Securities from any Underwriter shall be
deemed a successor or assign by reason merely of such purchase.

         14. Time shall be of the essence of each Pricing Agreement. As used
herein, "business day" shall mean any day on which the New York Stock Exchange,
Inc. is open for trading.

         15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         16. This Agreement and each Pricing Agreement may be executed by any
one or more of the parties hereto and thereto in any number of counterparts,
each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.

                                       26

             Very truly yours,

             BRANDYWINE OPERATING PARTNERSHIP, L.P.

             By: Brandywine Realty Trust, its General Partner

             By: /s/ Gerard H. Sweeney
                 ---------------------
             Name:  Gerard H. Sweeney
             Title: President and Chief Executive Officer

             BRANDYWINE REALTY TRUST

             By: /s/ Gerard H. Sweeney
                 ---------------------
             Name:  Gerard H. Sweeney
             Title: President and Chief Executive Officer

             AAPOP 2, L.P.

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, one of its general partners

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

             By:      Brandywine Witmer, L.L.C., a Pennsylvania limited
                      liability company, one of its general partners

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                                       27

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE AMBASSADOR, L.P.

             By:      Brandywine Ambassador, L.L.C., a Pennsylvania
                      limited liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE CENTRAL L.P.

             By:      Brandywine F.C., L.P., a Pennsylvania limited
                      partnership, its general partner

                      By:      Brandywine F.C., L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

                                       28

             BRANDYWINE CIRA, L.P.

             By:      Brandywine Cira, LLC, a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE F.C., L.P.

             By:      Brandywine F.C., L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE GRANDE B, L.P.

             By:      Brandywine Realty Trust, a Maryland real estate
                      investment trust, its general partner*

             BRANDYWINE GREENTREE V, LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                       29

             BRANDYWINE I.S., L.P.

             By:      Brandywine I.S., L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE METROPLEX, L.P.

             By:      Brandywine Metroplex, LLC, a Pennsylvania
                      limited liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE P.M., L.P.

             By:      Brandywine P.M., L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

                                       30

             BRANDYWINE TB FLORIG, L.P.

             By:      Brandywine TB Florig, LLC, a Pennsylvania
                      limited liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE TB INN, L.P.

             By:      Brandywine TB Inn, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE TB I, L.P.

             By:      Brandywine TB I, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

                                       31

             BRANDYWINE TB II, L.P.

             By:      Brandywine TB II, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE TB V, L.P.

             By:      Brandywine TB V, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE TB VI, L.P.

             By:      Brandywine TB VI, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

                                       32

             BRANDYWINE TB VIII, L.P.

             By:      Brandywine TB VIII, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             C/N IRON RUN LIMITED PARTNERSHIP III

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             C/N LEEDOM LIMITED PARTNERSHIP II

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             C/N OAKLANDS LIMITED PARTNERSHIP I

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, its general partner

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

                                       33

             C/N OAKLANDS LIMITED PARTNERSHIP III

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             E-TENANTS.COM HOLDING, L.P.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             FIFTEEN HORSHAM, L.P.

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, its general partner

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

             IRON RUN LIMITED PARTNERSHIP V

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                       34

             LC/N HORSHAM LIMITED PARTNERSHIP

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, its general partner

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

             LC/N KEITH VALLEY LIMITED PARTNERSHIP I

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, its general partner

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

                                       35

             NEWTECH IV LIMITED PARTNERSHIP

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, its general partner

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

             NICHOLS LANSDALE LIMITED PARTNERSHIP III

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, its general partner

                      By:      Brandywine Witmer L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

                                       36

             WITMER OPERATING PARTNERSHIP I, L.P.

             By:      Brandywine Witmer, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             100 ARRANDALE ASSOCIATES, L.P.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             111 ARRANDALE ASSOCIATES, L.P.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             440 CREAMERY WAY ASSOCIATES, L.P.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             442 CREAMERY WAY ASSOCIATES, L.P.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                       37

             481 JOHN YOUNG WAY ASSOCIATES, L.P.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             INTERSTATE CENTER ASSOCIATES

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, one of its general
                      partners

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             By:      Brandywine Interstate 50, L.L.C., a Delaware
                      limited liability company, one of its general partners

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

                                       38

             IR NORTHLIGHT II ASSOCIATES

             By:      AAPOP 2, L.P., a Delaware limited partnership, one
                      of its general partners

                      By:      Witmer Operating Partnership I, L.P., a
                               Delaware limited partnership, one of its general
                               partners

                               By:      Brandywine Witmer, L.L.C., a
                                        Pennsylvania limited liability
                                        company, its general partner

                                        By:      Brandywine Operating
                                                 Partnership, L.P., a Delaware
                                                 limited partnership, its sole
                                                 member

                                                 By:     Brandywine Realty
                                                         Trust, a Maryland real
                                                         estate investment
                                                         trust, its general
                                                         partner*

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, one of its general
                               partners

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, one of its general
                      partners

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                       39

             PLYMOUTH TFC GENERAL PARTNERSHIP

             By:      Brandywine P.M., L.P., a Pennsylvania Limited
                      Partnership, its general partner

                      By:      Brandywine P.M., L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, one of its general partners

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

             BTRS, INC.*

             SOUTHPOINT LAND HOLDINGS, INC.*

             VALLEYBROOKE LAND HOLDINGS, INC.*

             BRANDYWINE AMBASSADOR, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                       40

             BRANDYWINE CHARLOTTESVILLE LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE CHRISTINA LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE CIRA, LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE DABNEY, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE DOMINION, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                       41

             BRANDYWINE F.C., L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE GRANDE B, LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE I.S., L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE INTERSTATE 50, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE-MAIN STREET, LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                       42

             BRANDYWINE METROPLEX LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE P.M., L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE PIAZZA, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE PLAZA 1000, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE PROMENADE, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                       43

             BRANDYWINE TB FLORIG, LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE TB INN, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE TB I, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE TB II, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE TB V, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                       44

             BRANDYWINE TB VI, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE TB VIII, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE TRENTON URBAN RENEWAL, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner

             BRANDYWINE WITMER, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                       45

             CHRISTIANA CENTER OPERATING COMPANY III LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             E-TENANTS LLC

             By:      e-Tenants.com Holding, L.P., a Pennsylvania
                      limited partnership, its sole member

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

                  *   By: /s/ Gerard H. Sweeney
                          ---------------------
                      Name: Gerard H. Sweeney
                      Title:  President and Chief Executive Officer

                                       46

J.P. MORGAN SECURITIES INC.

By: /s/ Maria Sramek
    ----------------
Name:  Maria Sramek
Title: Vice President

BEAR, STEARNS & CO. INC.

By: /s/ Christopher O'Connor
   -------------------------
Name:  Christopher O'Connor
Title: Managing Director

On behalf of itself and each of the other several Underwriters

                                       47

                                                                         ANNEX I

                                PRICING AGREEMENT

                                                           ____________ __, 2004

J.P. Morgan Securities Inc.
Bear, Stearns & Co. Inc.
As Representatives of the several
Underwriters named in Schedule I hereto
Ladies and Gentlemen:

                  Brandywine Operating Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership"), proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated October 19,
2004 (the "Underwriting Agreement"), among the Operating Partnership, Brandywine
Realty Trust, a Maryland real estate investment trust and sole general partner
and a limited partner of the Operating Partnership (the "Parent Guarantor"),
each of the subsidiaries of the Operating Partnership parties thereto (the
"Subsidiary Guarantors"; and, together with the Parent Guarantor, the
"Guarantors") and you to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein, and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
relating to the Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Underwriters of the Designated Securities pursuant to
Section 12 of the Underwriting Agreement and the address of the Representatives
referred to in such Section 12 are set forth at the end of Schedule II hereto.

                  An amendment to the Registration Statement, or a prospectus
supplement to the Prospectus, as the case may be, relating to the Designated
Securities, in the form heretofore delivered to you is now proposed to be filed
with the Commission.

                  Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the Operating
Partnership and the Guarantors agree to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Operating Partnership and the Guarantors, at the time and
place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.

                  If the foregoing is in accordance with your understanding,
please sign and return to us ___ counterparts hereof, and upon acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters and the Operating Partnership and the Guarantors.

             Very truly yours,

             BRANDYWINE OPERATING PARTNERSHIP, L.P.

             By: Brandywine Realty Trust, its General Partner

             By:____________________________________________
             Name:
             Title:

             BRANDYWINE REALTY TRUST

             By:____________________________________________
             Name:
             Title:

             AAPOP 2, L.P.

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, one of its general partners

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

                                      I-2

             By:      Brandywine Witmer, L.L.C., a Pennsylvania limited
                      liability company, one of its general partners

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE AMBASSADOR, L.P.

             By:      Brandywine Ambassador, L.L.C., a Pennsylvania
                      limited liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE CENTRAL L.P.

             By:      Brandywine F.C., L.P., a Pennsylvania limited
                      partnership, its general partner

                      By:      Brandywine F.C., L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

                                      I-3

             BRANDYWINE CIRA, L.P.

             By:      Brandywine Cira, LLC, a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE F.C., L.P.

             By:      Brandywine F.C., L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE GRANDE B, L.P.

             By:      Brandywine Realty Trust, a Maryland real estate
                      investment trust, its general partner*

             BRANDYWINE GREENTREE V, LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                      I-4

             BRANDYWINE I.S., L.P.

             By:      Brandywine I.S., L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE METROPLEX, L.P.

             By:      Brandywine Metroplex, LLC, a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE P.M., L.P.

             By:      Brandywine P.M., L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

                                      I-5

             BRANDYWINE TB FLORIG, L.P.

             By:      Brandywine TB Florig, LLC, a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE TB INN, L.P.

             By:      Brandywine TB Inn, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE TB I, L.P.

             By:      Brandywine TB I, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

                                      I-6

             BRANDYWINE TB II, L.P.

             By:      Brandywine TB II, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE TB V, L.P.

             By:      Brandywine TB V, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             BRANDYWINE TB VI, L.P.

             By:      Brandywine TB VI, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

                                      I-7

             BRANDYWINE TB VIII, L.P.

             By:      Brandywine TB VIII, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             C/N IRON RUN LIMITED PARTNERSHIP III

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             C/N LEEDOM LIMITED PARTNERSHIP II

             By:      Brandywine Operating Partnership, L.P., a Delaware
                      limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             C/N OAKLANDS LIMITED PARTNERSHIP I

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, its general partner

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

                                      I-8

             C/N OAKLANDS LIMITED PARTNERSHIP III

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             E-TENANTS.COM HOLDING, L.P.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             FIFTEEN HORSHAM, L.P.

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, its general partner

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

             IRON RUN LIMITED PARTNERSHIP V

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                      I-9

             LC/N HORSHAM LIMITED PARTNERSHIP

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, its general partner

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

             LC/N KEITH VALLEY LIMITED PARTNERSHIP I

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, its general partner

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

                                      I-10

             NEWTECH IV LIMITED PARTNERSHIP

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, its general partner

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general
                               partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

             NICHOLS LANSDALE LIMITED PARTNERSHIP III

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, its general partner

                      By:      Brandywine Witmer L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

                                      I-11

             WITMER OPERATING PARTNERSHIP I, L.P.

             By:      Brandywine Witmer, L.L.C., a Pennsylvania limited
                      liability company, its general partner

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             100 ARRANDALE ASSOCIATES, L.P.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             111 ARRANDALE ASSOCIATES, L.P.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             440 CREAMERY WAY ASSOCIATES, L.P.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             442 CREAMERY WAY ASSOCIATES, L.P.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                      I-12

             481 JOHN YOUNG WAY ASSOCIATES, L.P.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its general partner

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             INTERSTATE CENTER ASSOCIATES

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, one of its general
                      partners

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             By:      Brandywine Interstate 50, L.L.C., a Delaware
                      limited liability company, one of its general partners

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole
                               member

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

                                      I-13

             IR NORTHLIGHT II ASSOCIATES

             By:      AAPOP 2, L.P., a Delaware limited partnership, one
                      of its general partners

                      By:      Witmer Operating Partnership I, L.P., a
                               Delaware limited partnership, one of its
                               general partners

                               By:      Brandywine Witmer, L.L.C., a
                                        Pennsylvania limited liability
                                        company, its general partner

                                        By:      Brandywine Operating
                                                 Partnership, L.P., a Delaware
                                                 limited partnership, its sole
                                                 member

                                                 By:     Brandywine Realty
                                                         Trust, a Maryland real
                                                         estate investment
                                                         trust, its general
                                                         partner*

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, one of its general
                               partners

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, one of its general
                      partners

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                      I-14

             PLYMOUTH TFC GENERAL PARTNERSHIP

             By:      Brandywine P.M., L.P., a Pennsylvania Limited
                      Partnership, its general partner

                      By:      Brandywine P.M., L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

             By:      Witmer Operating Partnership I, L.P., a Delaware
                      limited partnership, one of its general partners

                      By:      Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By:      Brandywine Operating Partnership,
                                        L.P., a Delaware limited partnership,
                                        its sole member

                                        By:      Brandywine Realty Trust, a
                                                 Maryland real estate
                                                 investment trust, its general
                                                 partner*

             BTRS, INC.*

             SOUTHPOINT LAND HOLDINGS, INC.*

             VALLEYBROOKE LAND HOLDINGS, INC.*

             BRANDYWINE AMBASSADOR, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                      I-15

             BRANDYWINE CHARLOTTESVILLE LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE CHRISTINA LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE CIRA, LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE DABNEY, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE DOMINION, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                      I-16

             BRANDYWINE F.C., L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE GRANDE B, LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE I.S., L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE INTERSTATE 50, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE-MAIN STREET, LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                      I-17

             BRANDYWINE METROPLEX LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE P.M., L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE PIAZZA, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE PLAZA 1000, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE PROMENADE, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                      I-18

             BRANDYWINE TB FLORIG, LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE TB INN, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE TB I, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE TB II, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE TB V, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                      I-19

             BRANDYWINE TB VI, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE TB VIII, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             BRANDYWINE TRENTON URBAN RENEWAL, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner

             BRANDYWINE WITMER, L.L.C.

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

                                      I-20

             CHRISTIANA CENTER OPERATING COMPANY III LLC

             By:      Brandywine Operating Partnership, L.P., a
                      Delaware limited partnership, its sole member

                      By:      Brandywine Realty Trust, a Maryland real
                               estate investment trust, its general partner*

             E-TENANTS LLC

             By:      e-Tenants.com Holding, L.P., a Pennsylvania
                      limited partnership, its sole member

                      By:      Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its general
                               partner

                               By:      Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner*

             *        By:___________________________________________
                      Name:
                      Title:

J.P. MORGAN SECURITIES INC.

By:___________________________
Name:
Title:

BEAR, STEARNS & CO. INC.

By:___________________________
Name:
Title:

On behalf of itself and each of the other several Underwriters

                                      I-21

                                   SCHEDULE I

                                                 Principal Amount
                                                  of Designated
                                                    Securities
     Underwriter                                  to be Purchased
     -----------                                  ---------------

     J.P. Morgan Securities Inc.                   $__________
     Bear, Stearns & Co. Inc.                       __________
     [Insert Other Underwriters]                    __________
     Total                                         $__________

                                      I-22

                                   SCHEDULE II

TITLE OF DESIGNATED SECURITIES:

         ______% Notes due 20__

AGGREGATE PRINCIPAL AMOUNT:

         $___________________

PRICE TO PUBLIC:

         ____% of the principal amount of the Designated Securities, plus
         accrued interest, if any, from _____________, 20__

PURCHASE PRICE BY UNDERWRITERS:

         ___% of the principal amount of the Designated Securities, plus accrued
         interest, if any,  from _____________, 20__

FORM OF DESIGNATED SECURITIES:

         Book-entry only form represented by one or more global securities
         deposited with The Depository Trust Company ("DTC") or its designated
         custodian, to be made available for checking by the Representatives at
         least twenty-four hours prior to the Time of Delivery at the office of
         DTC.

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

         Federal or other same day funds

TIME OF DELIVERY:

         9:30 a.m. (New York City time), ___________ __, 20__

INDENTURE:

         Indenture, dated as of ___________ __, 20__ (the "Indenture") among the
         Operating Partnership, the Guarantors and the Bank of New York, as
         Trustee

MATURITY:

         ___________ __, 20__

                                      I-23

INTEREST RATE:

         ___% per annum

INTEREST PAYMENT DATES:

         ___________ __ and ___________ __, beginning on ___________ __, 20__

REDEMPTION PROVISIONS:

         [Insert as appropriate.]

SINKING FUND PROVISIONS:

         [Insert as appropriate.]

CONVERTIBILITY OR EXCHANGEABILITY PROVISIONS:

         [Insert as appropriate.]

DEFEASANCE PROVISIONS:

         As set forth in the Indenture.

OTHER TERMS AND CONDITIONS:

         [Insert as appropriate.]

CLEAR MARKET PERIOD (Section 5(d) of the Underwriting Agreement):

         From date hereof through ________, 200_.

CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:

         Simpson Thacher & Bartlett LLP
         425 Lexington Avenue
         New York, New York 10017

                                      I-24

NAMES AND ADDRESSES OF REPRESENTATIVES:

         Designated Representatives:

                  J.P. Morgan Securities Inc.
                  Bear, Stearns & Co. Inc.
                  Address for Notices, etc.:

                  J.P. Morgan Securities Inc.
                  270 Park Avenue
                  New York, NY 10017
                  Facsimile: (212) 834-6081
                  Attention: High Grade Syndicate Desk-8th Floor

                  Bear, Stearns & Co. Inc.
                  383 Madison Avenue
                  New York, NY  10179
                  Facsimile: (212) 272-3519
                  Attention: Carmine Venezia

UNDERWRITERS COUNSEL:

         Simpson Thacher & Bartlett LLP

                                      I-25

                                  SCHEDULE III

                                      None.

                                      I-26

                                   SCHEDULE IV

Four Tower Bridge Associates
Six Tower Bridge Associates

                                      I-27

                                                                  EXECUTION COPY

                                PRICING AGREEMENT

                                                                October 19, 2004

J.P. Morgan Securities Inc.
Bear, Stearns & Co. Inc.
As Representatives of the several
Underwriters named in Schedule I hereto

                Re: $275,000,000 4.50% Guaranteed Notes due 2009

Ladies and Gentlemen:

                  Brandywine Operating Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership"), proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated October 19,
2004 (the "Underwriting Agreement"), among the Operating Partnership, Brandywine
Realty Trust, a Maryland real estate investment trust and sole general partner
and a limited partner of the Operating Partnership (the "Parent Guarantor"),
each of the subsidiaries of the Operating Partnership parties thereto (the
"Subsidiary Guarantors"; and, together with the Parent Guarantor, the
"Guarantors") and you to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein, and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
relating to the Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Underwriters of the Designated Securities pursuant to
Section 12 of the Underwriting Agreement and the address of the Representatives
referred to in such Section 12 are set forth at the end of Schedule II hereto.

                  An amendment to the Registration Statement, or a prospectus
supplement to the Prospectus, as the case may be, relating to the Designated
Securities, in the form heretofore delivered to you is now proposed to be filed
with the Commission.

                  Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the Operating
Partnership and the Guarantors agree to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Operating Partnership and the Guarantors, at the time and
place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.

                  If the foregoing is in accordance with your understanding,
please sign and return to us three counterparts hereof, and upon acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters and the Operating Partnership and the Guarantors.

          Very truly yours,

          BRANDYWINE OPERATING PARTNERSHIP, L.P.

          By: Brandywine Realty Trust, its General Partner

          By: /s/ Gerard H. Sweeney
              ---------------------
              Name: Gerard H. Sweeny
              Title: President and Chief Executive Officer

          BRANDYWINE REALTY TRUST

          By: /s/ Gerard H. Sweeney
              ---------------------
          Name: Gerard H. Sweeny
          Title:  President and Chief Executive Officer

          AAPOP 2, L.P.

          By:      Witmer Operating Partnership I, L.P., a Delaware
                   limited partnership, one of its general partners

                   By:      Brandywine Witmer, L.L.C., a Pennsylvania
                             limited liability company, its general partner

                            By:      Brandywine Operating Partnership,
                                     L.P., a Delaware limited partnership,
                                     its sole member

                                     By:      Brandywine Realty Trust, a
                                              Maryland real estate
                                              investment trust, its general
                                              partner*

                                      I-2

          By:      Brandywine Witmer, L.L.C., a Pennsylvania limited
                   liability company, one of its general partners

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole
                            member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

          BRANDYWINE AMBASSADOR, L.P.

          By:      Brandywine Ambassador, L.L.C., a Pennsylvania
                   limited liability company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole
                            member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment trust,
                                     its general partner*

          BRANDYWINE CENTRAL L.P.

          By:      Brandywine F.C., L.P., a Pennsylvania limited
                   partnership, its general partner

                   By:      Brandywine F.C., L.L.C., a Pennsylvania
                            limited liability company, its general partner

                            By:      Brandywine Operating Partnership,
                                     L.P., a Delaware limited partnership,
                                     its sole  member

                                     By:      Brandywine Realty Trust, a
                                              Maryland real estate
                                              investment trust, its general
                                              partner*

                                      I-3

          BRANDYWINE CIRA, L.P.

          By:      Brandywine Cira, LLC, a Pennsylvania limited liability
                   company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole
                            member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

          BRANDYWINE F.C., L.P.

          By:      Brandywine F.C., L.L.C., a Pennsylvania limited
                   liability company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole
                            member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

          BRANDYWINE GRANDE B, L.P.

          By:      Brandywine Realty Trust, a Maryland real estate
                   investment trust, its general partner*

          BRANDYWINE GREENTREE V, LLC

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

                                      I-4

          BRANDYWINE I.S., L.P.

          By:      Brandywine I.S., L.L.C., a Pennsylvania limited
                   liability company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

          BRANDYWINE METROPLEX, L.P.

          By:      Brandywine Metroplex, LLC, a Pennsylvania
                   limited liability company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

          BRANDYWINE P.M., L.P.

          By:      Brandywine P.M., L.L.C., a Pennsylvania limited
                   liability company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

                                      I-5

          BRANDYWINE TB FLORIG, L.P.

          By:      Brandywine TB Florig, LLC, a Pennsylvania
                   limited liability company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

          BRANDYWINE TB INN, L.P.

          By:      Brandywine TB Inn, L.L.C., a Pennsylvania limited
                   liability company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

          BRANDYWINE TB I, L.P.

          By:      Brandywine TB I, L.L.C., a Pennsylvania limited
                   liability company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

                                      I-6

          BRANDYWINE TB II, L.P.

          By:      Brandywine TB II, L.L.C., a Pennsylvania limited
                   liability company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

          BRANDYWINE TB V, L.P.

          By:      Brandywine TB V, L.L.C., a Pennsylvania limited
                   liability company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

          BRANDYWINE TB VI, L.P.

          By:      Brandywine TB VI, L.L.C., a Pennsylvania limited
                   liability company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

                                      I-7

          BRANDYWINE TB VIII, L.P.

          By:      Brandywine TB VIII, L.L.C., a Pennsylvania
                   limited liability company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

          C/N IRON RUN LIMITED PARTNERSHIP III

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its general partner

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          C/N LEEDOM LIMITED PARTNERSHIP II

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its general partner

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          C/N OAKLANDS LIMITED PARTNERSHIP I

          By:      Witmer Operating Partnership I, L.P., a Delaware
                   limited partnership, its general partner

                   By:      Brandywine Witmer, L.L.C., a Pennsylvania
                            limited liability company, its general partner

                            By:      Brandywine Operating Partnership,
                                     L.P., a Delaware limited partnership,
                                     its sole member

                                     By:      Brandywine Realty Trust, a
                                              Maryland real estate
                                              investment trust, its general
                                              partner*

                                      I-8

          C/N OAKLANDS LIMITED PARTNERSHIP III

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its general partner

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          E-TENANTS.COM HOLDING, L.P.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its general partner

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          FIFTEEN HORSHAM, L.P.

          By:      Witmer Operating Partnership I, L.P., a Delaware
                   limited partnership, its general partner

                   By:      Brandywine Witmer, L.L.C., a Pennsylvania
                            limited liability company, its general partner

                            By:      Brandywine Operating Partnership,
                                     L.P., a Delaware limited partnership,
                                     its sole member

                                     By:      Brandywine Realty Trust, a
                                              Maryland real estate
                                              investment trust, its general
                                              partner*

          IRON RUN LIMITED PARTNERSHIP V

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its general partner

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

                                      I-9

          LC/N HORSHAM LIMITED PARTNERSHIP

          By:      Witmer Operating Partnership I, L.P., a Delaware
                   limited partnership, its general partner

                   By:      Brandywine Witmer, L.L.C., a Pennsylvania
                            limited liability company, its general partner

                            By:      Brandywine Operating Partnership,
                                     L.P., a Delaware limited partnership,
                                     its sole member

                                     By:      Brandywine Realty Trust, a
                                              Maryland real estate
                                              investment trust, its general
                                              partner*

          LC/N KEITH VALLEY LIMITED PARTNERSHIP I

          By:      Witmer Operating Partnership I, L.P., a Delaware
                   limited partnership, its general partner

                   By:      Brandywine Witmer, L.L.C., a Pennsylvania
                            limited liability company, its general partner

                            By:      Brandywine Operating Partnership,
                                     L.P., a Delaware limited partnership,
                                     its sole member

                                     By:      Brandywine Realty Trust, a
                                              Maryland real estate
                                              investment trust, its general
                                              partner*

                                      I-10

          NEWTECH IV LIMITED PARTNERSHIP

          By:      Witmer Operating Partnership I, L.P., a Delaware
                   limited partnership, its general partner

                   By:      Brandywine Witmer, L.L.C., a Pennsylvania
                            limited liability company,  its general partner

                            By:      Brandywine Operating Partnership,
                                     L.P., a Delaware limited partnership,
                                     its sole member

                                     By:      Brandywine Realty Trust, a
                                              Maryland real estate
                                              investment trust, its general
                                              partner*

          NICHOLS LANSDALE LIMITED PARTNERSHIP III

          By:      Witmer Operating Partnership I, L.P., a Delaware
                   limited partnership, its general partner

                   By:      Brandywine Witmer L.L.C., a Pennsylvania
                            limited liability company, its general partner

                            By:      Brandywine Operating Partnership,
                                     L.P., a Delaware limited partnership,
                                     its sole member

                                     By:      Brandywine Realty Trust, a
                                              Maryland real estate
                                              investment trust, its general
                                              partner*

                                      I-11

          WITMER OPERATING PARTNERSHIP I, L.P.

          By:      Brandywine Witmer, L.L.C., a Pennsylvania limited
                   liability company, its general partner

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

          100 ARRANDALE ASSOCIATES, L.P.

          By:      Brandywine Operating Partnership, L.P., a Delaware
                   limited partnership, its general partner

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          111 ARRANDALE ASSOCIATES, L.P.

          By:      Brandywine Operating Partnership, L.P., a Delaware
                   limited partnership, its general partner

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          440 CREAMERY WAY ASSOCIATES, L.P.

          By:      Brandywine Operating Partnership, L.P., a Delaware
                   limited partnership, its general partner

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          442 CREAMERY WAY ASSOCIATES, L.P.

          By:      Brandywine Operating Partnership, L.P., a Delaware
                   limited partnership, its general partner

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

                                      I-12

          481 JOHN YOUNG WAY ASSOCIATES, L.P.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its general partner

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          INTERSTATE CENTER ASSOCIATES

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, one of its general
                   partners

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          By:      Brandywine Interstate 50, L.L.C., a Delaware
                   limited liability company, one of its general partners

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its sole
                            member

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

                                      I-13

          IR NORTHLIGHT II ASSOCIATES

          By:      AAPOP 2, L.P., a Delaware limited partnership, one
                   of its general partners

                   By:      Witmer Operating Partnership I, L.P., a
                            Delaware limited partnership, one of its
                            general partners

                            By:      Brandywine Witmer, L.L.C., a
                                     Pennsylvania limited liability
                                     company, its general partner

                                     By:      Brandywine Operating
                                              Partnership, L.P., a Delaware
                                              limited partnership, its sole
                                              member

                                              By:     Brandywine Realty
                                                      Trust, a Maryland real
                                                      estate investment
                                                      trust, its general
                                                      partner*

                   By:      Brandywine Witmer, L.L.C., a Pennsylvania
                            limited liability company, one of its general
                            partners

                            By:      Brandywine Operating Partnership,
                                     L.P., a Delaware limited partnership,
                                     its sole member

                                     By:      Brandywine Realty Trust, a
                                              Maryland real estate
                                              investment trust, its general
                                              partner*

          By:      Brandywine Operating Partnership, L.P., a
                    Delaware limited partnership, one of its general partners

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

                                      I-14

          PLYMOUTH TFC GENERAL PARTNERSHIP

          By:      Brandywine P.M., L.P., a Pennsylvania Limited
                   Partnership, its general partner

                   By:      Brandywine P.M., L.L.C., a Pennsylvania
                            limited liability company, its general partner

                            By:      Brandywine Operating Partnership,
                                     L.P., a Delaware limited partnership,
                                     its sole member

                                     By:      Brandywine Realty Trust, a
                                              Maryland real estate
                                              investment trust, its general
                                              partner*

          By:      Witmer Operating Partnership I, L.P., a Delaware
                   limited partnership, one of its general partners

                   By:      Brandywine Witmer, L.L.C., a Pennsylvania
                            limited liability company, its general partner

                            By:      Brandywine Operating Partnership,
                                     L.P., a Delaware limited partnership,
                                     its sole member

                                     By:      Brandywine Realty Trust, a
                                              Maryland real estate
                                              investment trust, its general
                                              partner*

          BTRS, INC.*

          SOUTHPOINT LAND HOLDINGS, INC.*

          VALLEYBROOKE LAND HOLDINGS, INC.*

          BRANDYWINE AMBASSADOR, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

                                      I-15

          BRANDYWINE CHARLOTTESVILLE LLC

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE CHRISTINA LLC

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE CIRA, LLC

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE DABNEY, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE DOMINION, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

                                      I-16

          BRANDYWINE F.C., L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                             estate investment trust, its general partner*

          BRANDYWINE GRANDE B, LLC

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE I.S., L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE INTERSTATE 50, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE-MAIN STREET, LLC

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

                                      I-17

          BRANDYWINE METROPLEX LLC

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE P.M., L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE PIAZZA, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE PLAZA 1000, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE PROMENADE, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

                                      I-18

          BRANDYWINE TB FLORIG, LLC

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE TB INN, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE TB I, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE TB II, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE TB V, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

                                      I-19

          BRANDYWINE TB VI, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE TB VIII, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          BRANDYWINE TRENTON URBAN RENEWAL, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner

          BRANDYWINE WITMER, L.L.C.

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

                                      I-20

          CHRISTIANA CENTER OPERATING COMPANY III LLC

          By:      Brandywine Operating Partnership, L.P., a
                   Delaware limited partnership, its sole member

                   By:      Brandywine Realty Trust, a Maryland real
                            estate investment trust, its general partner*

          E-TENANTS LLC

          By:      e-Tenants.com Holding, L.P., a Pennsylvania
                   limited partnership, its sole member

                   By:      Brandywine Operating Partnership, L.P., a
                            Delaware limited partnership, its general
                            partner

                            By:      Brandywine Realty Trust, a
                                     Maryland real estate investment
                                     trust, its general partner*

          *        By: /s/ Gerard H. Sweeney
                       ---------------------
                   Name:  Gerard H. Sweeney
                   Title: President and Chief Executive Officer

                                      I-21

Accepted as of the date hereof

J.P. MORGAN SECURITIES INC.

By: /s/ Maria Sramek
- --------------------
Name:  Maria Sramek
Title: Vice President

BEAR, STEARNS & CO. INC.

By: /s/ Christopher O'Connor
   -------------------------
Name: Christopher O'Connor
Title: Managing Director

On behalf of itself and each of the other several Underwriters

                                      I-22

                                   SCHEDULE I

                                               Principal Amount
                                             of 4.50% Guaranteed
                                                Notes due 2009
    Underwriter                                to be Purchased
    -----------                                ---------------

    J.P. Morgan Securities Inc.                 $  96,250,000
    Bear, Stearns & Co. Inc.                       96,250,000
    Citigroup Global Markets Inc.                  41,250,000
    Wachovia Capital Markets, LLC                  13,750,000
    BNY Capital Markets, Inc.                       6,875,000
    PNC Capital Markets, Inc.                       6,875,000
    McDonald Investments Inc.                       6,875,000
    Wells Fargo Services LLC                        6,875,000
    Total                                        $275,000,000

                                   SCHEDULE II

TITLE OF DESIGNATED SECURITIES:

         4.50% Guaranteed Notes due 2009

AGGREGATE PRINCIPAL AMOUNT:

         $275,000,000

PRICE TO PUBLIC:

         99.870% of the principal amount of the Designated Securities, plus
         accrued interest, if any, from October 22, 2004

PURCHASE PRICE BY UNDERWRITERS:

         99.270% of the principal amount of the Designated Securities, plus
         accrued interest, if any, from October 22, 2004

FORM OF DESIGNATED SECURITIES:

         Book-entry only form represented by one or more global securities
         deposited with The Depository Trust Company ("DTC") or its designated
         custodian, to be made available for checking by the Representatives at
         least twenty-four hours prior to the Time of Delivery at the office of
         DTC.

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

         Federal or other same day funds

TIME OF DELIVERY:

         9:30 a.m. (New York City time), October 22, 2004

INDENTURE:

         Indenture, dated as of October 22, 2004 (the "Indenture") among the
         Operating Partnership, the Guarantors and The Bank of New York, as
         Trustee

MATURITY:

         November 1, 2009

INTEREST RATE:

         4.50% per annum

INTEREST PAYMENT DATES:

         May 1 and November 1, beginning on May 1, 2005

REDEMPTION PROVISIONS:

         The Designated Securities may be redeemed, in whole or in part, at any
         time at the option of the Operating Partnership, 100% of the aggregate
         amount of the notes being redeemed, accrued but unpaid interest on
         those notes to the redemption date, and the Make-Whole Amount, if any
         (as described in the Prospectus Supplement dated the date hereof
         relating to the Designated Securities).

SINKING FUND PROVISIONS:

         None.

CONVERTIBILITY OR EXCHANGEABILITY PROVISIONS:

         None.

DEFEASANCE PROVISIONS:

         As set forth in the Indenture.

GUARANTORS:

         Brandywine Realty Trust and the Subsidiary Guarantors named in the
         Prospectus Supplement dated the date hereof relating to the Designated
         Securities.

OTHER TERMS AND CONDITIONS:

         None.

CLEAR MARKET PERIOD (Section 5(d) of the Underwriting Agreement):

         From date hereof through October 22, 2004.

CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:

         Simpson Thacher & Bartlett LLP
         425 Lexington Avenue
         New York, NY 10017

NAMES AND ADDRESSES OF REPRESENTATIVES:

         Designated Representatives:

                  J.P. Morgan Securities Inc.
                  Bear, Stearns & Co. Inc.

         Address for Notices, etc.:

                  J.P. Morgan Securities Inc.
                  270 Park Avenue New York, NY 10017
                  Facsimile: (212) 834-6081
                  Attention: High Grade Syndicate Desk-8th Floor

                  Bear, Stearns & Co. Inc.
                  383 Madison Avenue
                  New York, NY  10179
                  Facsimile: (212) 272-3519
                  Attention: Carmine Venezia

UNDERWRITERS COUNSEL:

         Simpson Thacher & Bartlett LLP

                                  SCHEDULE III

                                      None.

                                                                  EXECUTION COPY

                                   SCHEDULE IV

Four Tower Bridge Associates
Six Tower Bridge Associates

                                                                  EXECUTION COPY

                                PRICING AGREEMENT

                                                                October 19, 2004

J.P. Morgan Securities Inc.
Bear, Stearns & Co. Inc.
As Representatives of the several
Underwriters named in Schedule I hereto

                Re: $250,000,000 5.40% Guaranteed Notes due 2014

Ladies and Gentlemen:

                  Brandywine Operating Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership"), proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated October 19,
2004 (the "Underwriting Agreement"), among the Operating Partnership, Brandywine
Realty Trust, a Maryland real estate investment trust and sole general partner
and a limited partner of the Operating Partnership (the "Parent Guarantor"),
each of the subsidiaries of the Operating Partnership parties thereto (the
"Subsidiary Guarantors"; and, together with the Parent Guarantor, the
"Guarantors") and you to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein, and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
relating to the Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Underwriters of the Designated Securities pursuant to
Section 12 of the Underwriting Agreement and the address of the Representatives
referred to in such Section 12 are set forth at the end of Schedule II hereto.

                  An amendment to the Registration Statement, or a prospectus
supplement to the Prospectus, as the case may be, relating to the Designated
Securities, in the form heretofore delivered to you is now proposed to be filed
with the Commission.

                  Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the Operating
Partnership and the Guarantors agree to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Operating Partnership and the Guarantors, at the time and
place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.

                  If the foregoing is in accordance with your understanding,
please sign and return to us three counterparts hereof, and upon acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters and the Operating Partnership and the Guarantors.

            Very truly yours,

            BRANDYWINE OPERATING PARTNERSHIP, L.P.

            By: Brandywine Realty Trust, its General Partner

            By: /s/ Gerard H. Sweeney
                ---------------------
            Name: Gerard H. Sweeney
            Title: President and Chief Executive Officer

            BRANDYWINE REALTY TRUST

            By: /s/ Gerard H. Sweeney
                ---------------------
            Name: Gerard H. Sweeney
            Title: President and Chief Executive Officer

            AAPOP 2, L.P.

            By:      Witmer Operating Partnership I, L.P., a Delaware
                     limited partnership, one of its general partners

                     By:      Brandywine Witmer, L.L.C., a Pennsylvania
                              limited liability company, its general partner

                              By:      Brandywine Operating Partnership,
                                       L.P., a Delaware limited partnership,
                                       its sole member

                                       By:      Brandywine Realty Trust, a
                                                Maryland real estate
                                                investment trust, its general
                                                partner*

                                      I-2

            By:      Brandywine Witmer, L.L.C., a Pennsylvania limited
                     liability company, one of its general partners

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole
                              member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

            BRANDYWINE AMBASSADOR, L.P.

            By:      Brandywine Ambassador, L.L.C., a Pennsylvania
                     limited liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole
                              member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

            BRANDYWINE CENTRAL L.P.

            By:      Brandywine F.C., L.P., a Pennsylvania limited
                     partnership, its general partner

                     By:      Brandywine F.C., L.L.C., a Pennsylvania
                              limited liability company, its general partner

                              By:      Brandywine Operating Partnership,
                                       L.P., a Delaware limited partnership,
                                       its sole member

                                       By:      Brandywine Realty Trust, a
                                                Maryland real estate
                                                investment trust, its general
                                                partner*

                                      I-3

            BRANDYWINE CIRA, L.P.

            By:      Brandywine Cira, LLC, a Pennsylvania limited
                     liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole
                              member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

            BRANDYWINE F.C., L.P.

            By:      Brandywine F.C., L.L.C., a Pennsylvania limited
                     liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole
                              member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

            BRANDYWINE GRANDE B, L.P.

            By:      Brandywine Realty Trust, a Maryland real estate
                     investment trust, its general partner*

            BRANDYWINE GREENTREE V, LLC

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

                                      I-4

            BRANDYWINE I.S., L.P.

            By:      Brandywine I.S., L.L.C., a Pennsylvania limited
                     liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole
                              member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

            BRANDYWINE METROPLEX, L.P.

            By:      Brandywine Metroplex, LLC, a Pennsylvania limited
                     liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delawarelimited partnership, its sole
                              member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

            BRANDYWINE P.M., L.P.

            By:      Brandywine P.M., L.L.C., a Pennsylvania limited
                     liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole
                              member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

                                      I-5

            BRANDYWINE TB FLORIG, L.P.

            By:      Brandywine TB Florig, LLC, a Pennsylvania
                     liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole
                              member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

            BRANDYWINE TB INN, L.P.

            By:      Brandywine TB Inn, L.L.C., a Pennsylvania limited
                     liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole
                              member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

            BRANDYWINE TB I, L.P.

            By:      Brandywine TB I, L.L.C., a Pennsylvania limited
                     liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole
                              member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

                                      I-6

            BRANDYWINE TB II, L.P.

            By:      Brandywine TB II, L.L.C., a Pennsylvania limited
                     liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole
                              member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

            BRANDYWINE TB V, L.P.

            By:      Brandywine TB V, L.L.C., a Pennsylvania limited
                     liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole
                              member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

            BRANDYWINE TB VI, L.P.

            By:      Brandywine TB VI, L.L.C., a Pennsylvania limited
                     liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole
                              member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

                                      I-7

            BRANDYWINE TB VIII, L.P.

            By:      Brandywine TB VIII, L.L.C., a Pennsylvania
                     limited liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

            C/N IRON RUN LIMITED PARTNERSHIP III

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its general partner

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            C/N LEEDOM LIMITED PARTNERSHIP II

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its general partner

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            C/N OAKLANDS LIMITED PARTNERSHIP I

            By:      Witmer Operating Partnership I, L.P., a Delaware
                     limited partnership, its general partner

                     By:      Brandywine Witmer, L.L.C., a Pennsylvania
                              limited liability company, its general partner

                              By:      Brandywine Operating Partnership,
                                       L.P., a Delaware limited partnership,
                                       its sole member

                                       By:      Brandywine Realty Trust, a
                                                Maryland real estate
                                                investment trust, its general
                                                partner*

                                      I-8

            C/N OAKLANDS LIMITED PARTNERSHIP III

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its general partner

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            E-TENANTS.COM HOLDING, L.P.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its general partner

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            FIFTEEN HORSHAM, L.P.

            By:      Witmer Operating Partnership I, L.P., a Delaware
                     limited partnership, its general partner

                     By:      Brandywine Witmer, L.L.C., a Pennsylvania
                              limited liability company, its general partner

                              By:      Brandywine Operating Partnership,
                                       L.P., a Delaware limited partnership,
                                       its sole member

                                       By:      Brandywine Realty Trust, a
                                                Maryland real estate
                                                investment trust, its general
                                                partner*

            IRON RUN LIMITED PARTNERSHIP V

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its general partner

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

                                      I-9

            LC/N HORSHAM LIMITED PARTNERSHIP

            By:      Witmer Operating Partnership I, L.P., a Delaware
                     limited partnership, its general partner

                     By:      Brandywine Witmer, L.L.C., a Pennsylvania
                              limited liability company, its general partner

                              By:      Brandywine Operating Partnership,
                                       L.P., a Delaware limited partnership,
                                       its sole member

                                       By:      Brandywine Realty Trust, a
                                                Maryland real estate
                                                investment trust, its general
                                                partner*

            LC/N KEITH VALLEY LIMITED PARTNERSHIP I

            By:      Witmer Operating Partnership I, L.P., a Delaware
                     limited partnership, its general partner

                     By:      Brandywine Witmer, L.L.C., a Pennsylvania
                              limited liability company, its general partner

                              By:      Brandywine Operating Partnership,
                                       L.P., a Delaware limited partnership,
                                       its sole member

                                       By:      Brandywine Realty Trust, a
                                                Maryland real estate
                                                investment trust, its general
                                                partner*

                                      I-10

            NEWTECH IV LIMITED PARTNERSHIP

            By:      Witmer Operating Partnership I, L.P., a Delaware
                     limited partnership, its general partner

                     By:      Brandywine Witmer, L.L.C., a Pennsylvania
                              limited liability company,  its general partner

                              By:      Brandywine Operating Partnership,
                                       L.P., a Delaware limited partnership,
                                       its sole member

                                       By:      Brandywine Realty Trust, a
                                                Maryland real estate
                                                investment trust, its general
                                                partner*

            NICHOLS LANSDALE LIMITED PARTNERSHIP III

            By:      Witmer Operating Partnership I, L.P., a Delaware
                     limited partnership, its general partner

                     By:      Brandywine Witmer L.L.C., a Pennsylvania
                              limited liability company, its general partner

                              By:      Brandywine Operating Partnership,
                                       L.P., a Delaware limited partnership,
                                       its sole member

                                       By:      Brandywine Realty Trust, a
                                                Maryland real estate
                                                investment trust, its general
                                                partner*

                                      I-11

            WITMER OPERATING PARTNERSHIP I, L.P.

            By:      Brandywine Witmer, L.L.C., a Pennsylvania limited
                     liability company, its general partner

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

            100 ARRANDALE ASSOCIATES, L.P.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its general partner

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            111 ARRANDALE ASSOCIATES, L.P.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its general partner

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            440 CREAMERY WAY ASSOCIATES, L.P.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its general partner

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            442 CREAMERY WAY ASSOCIATES, L.P.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its general partner

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

                                      I-12

            481 JOHN YOUNG WAY ASSOCIATES, L.P.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its general partner

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            INTERSTATE CENTER ASSOCIATES

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, one of its general
                     partners

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            By:      Brandywine Interstate 50, L.L.C., a Delaware
                     limited liability company, one of its general partners

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its sole member

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

                                      I-13

            IR NORTHLIGHT II ASSOCIATES

            By:      AAPOP 2, L.P., a Delaware limited partnership, one
                     of its general partners

                     By:      Witmer Operating Partnership I, L.P., a
                              Delaware limited partnership, one of its
                              general partners

                              By:      Brandywine Witmer, L.L.C., a
                                       Pennsylvania limited liability
                                       company, its general partner

                                       By:      Brandywine Operating
                                                Partnership, L.P., a Delaware
                                                limited partnership, its sole
                                                member

                                                By:     Brandywine Realty
                                                        Trust, a Maryland real
                                                        estate investment
                                                        trust, its general
                                                        partner*

                     By:      Brandywine Witmer, L.L.C., a Pennsylvania
                              limited liability company, one of its general
                              partners

                              By:      Brandywine Operating Partnership,
                                       L.P., a Delaware limited partnership,
                                       its sole member

                                       By:      Brandywine Realty Trust, a
                                                Maryland real estate
                                                investment trust, its general
                                                partner*

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, one of its general
                     partners

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

                                      I-14

            PLYMOUTH TFC GENERAL PARTNERSHIP

            By:      Brandywine P.M., L.P., a Pennsylvania Limited
                     Partnership, its general partner

                     By:      Brandywine P.M., L.L.C., a Pennsylvania
                              limited liability company, its general partner

                              By:      Brandywine Operating Partnership,
                                       L.P., a Delaware limited partnership,
                                       its sole member

                                       By:      Brandywine Realty Trust, a
                                                Maryland real estate
                                                investment trust, its general
                                                partner*

            By:      Witmer Operating Partnership I, L.P., a Delaware
                     limited partnership, one of its general partners

                     By:      Brandywine Witmer, L.L.C., a Pennsylvania
                              limited liability company, its general partner

                              By:      Brandywine Operating Partnership,
                                       L.P., a Delaware limited partnership,
                                       its sole member

                                       By:      Brandywine Realty Trust, a
                                                Maryland real estate
                                                investment trust, its general
                                                partner*

            BTRS, INC.*

            SOUTHPOINT LAND HOLDINGS, INC.*

            VALLEYBROOKE LAND HOLDINGS, INC.*

            BRANDYWINE AMBASSADOR, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

                                      I-15

            BRANDYWINE CHARLOTTESVILLE LLC

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE CHRISTINA LLC

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE CIRA, LLC

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE DABNEY, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE DOMINION, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

                                      I-16

            BRANDYWINE F.C., L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE GRANDE B, LLC

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE I.S., L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE INTERSTATE 50, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE-MAIN STREET, LLC

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

                                      I-17

            BRANDYWINE METROPLEX LLC

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE P.M., L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE PIAZZA, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE PLAZA 1000, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE PROMENADE, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

                                      I-18

            BRANDYWINE TB FLORIG, LLC

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE TB INN, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE TB I, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE TB II, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE TB V, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

                                      I-19

            BRANDYWINE TB VI, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE TB VIII, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            BRANDYWINE TRENTON URBAN RENEWAL, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner

            BRANDYWINE WITMER, L.L.C.

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

                                      I-20

            CHRISTIANA CENTER OPERATING COMPANY III LLC

            By:      Brandywine Operating Partnership, L.P., a
                     Delaware limited partnership, its sole member

                     By:      Brandywine Realty Trust, a Maryland real
                              estate investment trust, its general partner*

            E-TENANTS LLC

            By:      e-Tenants.com Holding, L.P., a Pennsylvania
                     limited partnership, its sole member

                     By:      Brandywine Operating Partnership, L.P., a
                              Delaware limited partnership, its general
                              partner

                              By:      Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner*

            *        By: /s/ Gerard H. Sweeney
                         ---------------------
                     Name:  Gerard H. Sweeney
                     Title: President and Chief Executive Officer

                                      I-21

Accepted as of the date hereof

J.P. MORGAN SECURITIES INC.

By: /s/ Maria Sramek
    ----------------
Name:  Maria Sramek
Title: Vice President

BEAR, STEARNS & CO. INC.

By: /s/ Christopher O'Connor
   -------------------------
Name:  Christopher O'Connor
Title: Managing Director

On behalf of itself and each of the other several Underwriters

                                      I-22

                                   SCHEDULE I

                                                        Principal Amount
                                                      of 5.40% Guaranteed
                                                        Notes due 2014
    Underwriter                                         to be Purchased
    -----------                                         ---------------

    J.P. Morgan Securities Inc.                           $175,000,000
    Bear, Stearns & Co. Inc.                                25,000,000
    Citigroup Global Markets Inc.                           25,000,000
    Banc of America Securities LLC                          12,500,000
    Piper Jaffray & Co.                                      6,250,000
    SunTrust Capital Markets, Inc.                           6,250,000
    Total                                                 $250,000,000

                                      I-23

                                   SCHEDULE II

TITLE OF DESIGNATED SECURITIES:

         5.40% Guaranteed Notes due 2014

AGGREGATE PRINCIPAL AMOUNT:

         $250,000,000

PRICE TO PUBLIC:

         99.502% of the principal amount of the Designated Securities, plus
         accrued interest, if any, from October 22, 2004

PURCHASE PRICE BY UNDERWRITERS:

         98.852% of the principal amount of the Designated Securities, plus
         accrued interest, if any, from October 22, 2004

FORM OF DESIGNATED SECURITIES:

         Book-entry only form represented by one or more global securities
         deposited with The Depository Trust Company ("DTC") or its designated
         custodian, to be made available for checking by the Representatives at
         least twenty-four hours prior to the Time of Delivery at the office of
         DTC.

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

         Federal or other same day funds

TIME OF DELIVERY:

         9:30 a.m. (New York City time), October 22, 2004

INDENTURE:

         Indenture, dated as of October 22, 2004 (the "Indenture") among the
         Operating Partnership, the Guarantors and The Bank of New York, as
         Trustee

MATURITY:

         November 1, 2014

                                      I-24

INTEREST RATE:

         5.40% per annum

INTEREST PAYMENT DATES:

         May 1 and November 1, beginning on May 1, 2005

REDEMPTION PROVISIONS:

         The Designated Securities may be redeemed, in whole or in part, at any
         time at the option of the Operating Partnership, 100% of the aggregate
         amount of the notes being redeemed, accrued but unpaid interest on
         those notes to the redemption date, and the Make-Whole Amount, if any
         (as described in the Prospectus Supplement dated the date hereof
         relating to the Designated Securities).

SINKING FUND PROVISIONS:

         None.

CONVERTIBILITY OR EXCHANGEABILITY PROVISIONS:

         None.

DEFEASANCE PROVISIONS:

         As set forth in the Indenture.

GUARANTORS:

         Brandywine Realty Trust and the Subsidiary Guarantors named in the
         Prospectus Supplement dated the date hereof relating to the Designated
         Securities.

OTHER TERMS AND CONDITIONS:

         None.

CLEAR MARKET PERIOD (Section 5(d) of the Underwriting Agreement):

         From date hereof through October 22, 2004.

CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:

         Simpson Thacher & Bartlett LLP
         425 Lexington Avenue
         New York, NY  10017

                                      I-25

NAMES AND ADDRESSES OF REPRESENTATIVES:

         Designated Representatives:

                  J.P. Morgan Securities Inc.
                  Bear, Stearns & Co. Inc.

         Address for Notices, etc.:

                  J.P. Morgan Securities Inc.
                  270 Park Avenue New York, NY 10017
                  Facsimile: (212) 834-6081
                  Attention: High Grade Syndicate Desk-8th Floor

                  Bear, Stearns & Co. Inc.
                  383 Madison Avenue
                  New York, NY  10179
                  Facsimile: (212) 272-3519
                  Attention: Carmine Venezia

UNDERWRITERS COUNSEL:

         Simpson Thacher & Bartlett LLP

                                      I-26

                                  SCHEDULE III

                                      None.

                                      I-27

                                                                  EXECUTION COPY

                                   SCHEDULE IV

Four Tower Bridge Associates
Six Tower Bridge Associates

                                                                  EXECUTION COPY

                     BRANDYWINE OPERATING PARTNERSHIP, L.P.,

                                     Issuer,

                            BRANDYWINE REALTY TRUST,

                                Parent Guarantor,

         CERTAIN SUBSIDIARIES OF BRANDYWINE OPERATING PARTNERSHIP, L.P.,

                             Subsidiary Guarantors,

                                       and

                              THE BANK OF NEW YORK,

                                     Trustee

                                _________________

                                    INDENTURE

                          Dated as of October 22, 2004

                                _________________

                                 DEBT SECURITIES

                     BRANDYWINE OPERATING PARTNERSHIP, L.P.

         Reconciliation and tie showing the location in the Indenture dated as
of October 22, 2004 of the provisions inserted pursuant to Sections 310 to
318(a), inclusive, of the Trust Indenture Act of 1939, as amended.

Trust Indenture Act Section                                                             Indenture Section
                                                                                    
Section 310 (a)(1).....................................................................................609
            (a)(2).....................................................................................609
            (a)(3)..........................................................................Not Applicable
            (a)(4)..........................................................................Not Applicable
            (b).............................................................................608 and 610(d)
            (c).............................................................................Not Applicable
Section 311 (a)..........................................................................613(a) and 613(c)
            (b)..........................................................................613(b) and 613(c)
            (c).............................................................................Not Applicable
Section 312 (a).............................................................................701 and 702(a)
            (b).....................................................................................702(b)
            (c).....................................................................................702(c)
Section 313 (a).....................................................................................703(a)
            (b).....................................................................................703(b)
            (c)..........................................................................703(a) and 703(b)
            (d).....................................................................................703(d)
Section 314 (a)........................................................................................704
            (b).............................................................................Not Applicable
            (c)........................................................................................102
            (c)(1).....................................................................................102
            (c)(2).....................................................................................102
            (c)(3)..........................................................................Not Applicable
            (d).............................................................................Not Applicable
            (e)........................................................................................102
Section 315 (a).....................................................................................601(a)
            (b)..........................................................................602 and 703(a)(7)
            (c).....................................................................................601(b)
            (d).....................................................................................601(c)
            (d)(1)...............................................................................601(a)(1)
            (d)(2)...............................................................................601(c)(2)
            (d)(3)...............................................................................601(c)(3)
            (e)........................................................................................514
Section 316 (a)(1)(A)..........................................................................502 and 512
            (a)(1)(B)..................................................................................513
            (a)(2)..........................................................................Not Applicable
            (b)........................................................................................508
Section 317 (a)(1).....................................................................................503
            (a)(2).....................................................................................504
            (b).......................................................................................1003
Section 318 (a)........................................................................................107

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

                                TABLE OF CONTENTS

                                                                                                              
PARTIES...........................................................................................................1

RECITALS..........................................................................................................1

ARTICLE ONE Definitions and Other Provisions of General Application...............................................1

         Section 101. Definitions.................................................................................1
         Section 102. Compliance Certificates and Opinions........................................................9
         Section 103. Form of Documents Delivered to Trustee.....................................................10
         Section 104. Acts of Holders............................................................................10
         Section 105. Notices, Etc. to Trustee, the Issuer and the Guarantors....................................11
         Section 106. Notice to Holders; Waiver..................................................................12
         Section 107. Conflict with Trust Indenture Act..........................................................12
         Section 108. Effect of Headings and Table of Contents...................................................12
         Section 109. Successors and Assigns.....................................................................13
         Section 110. Separability Clause........................................................................13
         Section 111. Benefits of Indenture......................................................................13
         Section 112. Governing Law..............................................................................13
         Section 113. Non-Business Day...........................................................................13
         Section 114. Immunity of Incorporators, Limited Partners, Shareholders, Trustees, Directors and
                           Officers..............................................................................13

ARTICLE TWO Security Forms.......................................................................................14

         Section 201. Forms of Securities........................................................................14
         Section 202. Form of Trustee's Certificate of Authentication............................................14
         Section 203. Securities in Global Form..................................................................14
         Section 204. CUSIP Numbers..............................................................................15

ARTICLE THREE The Securities.....................................................................................15

         Section 301. Title; Payment and Terms...................................................................15
         Section 302. Denominations..............................................................................19
         Section 303. Execution, Authentication, Delivery and Dating.............................................19
         Section 304. Temporary Securities and Exchange of Securities............................................20
         Section 305. Registration, Registration of Transfer and Exchange........................................20
         Section 306. Mutilated, Destroyed, Lost and Stolen Securities...........................................22
         Section 307. Payment of Interest; Interest Rights Preserved.............................................23
         Section 308. Persons Deemed Owners......................................................................24
         Section 309. Cancellation...............................................................................24
         Section 310. Computation of Interest....................................................................25

                                       i

                                                                                                             
ARTICLE FOUR Satisfaction and Discharge..........................................................................25

         Section 401. Option to Effect Legal Defeasance or Covenant Defeasance...................................25
         Section 402. Legal Defeasance and Discharge.............................................................25
         Section 403. Covenant Defeasance........................................................................25
         Section 404. Conditions to Legal or Covenant Defeasance.................................................26
         Section 405. Satisfaction and Discharge of Indenture....................................................27
         Section 406. Survival of Certain Obligations............................................................27
         Section 407. Acknowledgment of Discharge by Trustee.....................................................28
         Section 408. Application of Trust Moneys................................................................28
         Section 409. Repayment to the Issuer; Unclaimed Money...................................................28
         Section 410. Reinstatement..............................................................................29

ARTICLE FIVE Remedies............................................................................................29

         Section 501. Events of Default..........................................................................29
         Section 502. Acceleration of Maturity; Rescission and Annulment.........................................31
         Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee............................32
         Section 504. Trustee May File Proofs of Claim...........................................................32
         Section 505. Trustee May Enforce Claims Without Possession of Securities................................33
         Section 506. Application of Money Collected.............................................................33
         Section 507. Limitation on Suits........................................................................34
         Section 508. Unconditional Right of Holders to Receive Principal (and Premium, if any) and
                           Interest, if any......................................................................34
         Section 509. Restoration of Rights and Remedies.........................................................35
         Section 510. Rights and Remedies Cumulative.............................................................35
         Section 511. Delay or Omission Not Waiver...............................................................35
         Section 512. Control by Holders.........................................................................35
         Section 513. Waiver of Past Defaults....................................................................36
         Section 514. Undertaking for Costs......................................................................36
         Section 515. Waiver of Stay or Extension Laws...........................................................36

ARTICLE SIX The Trustee..........................................................................................37

         Section 601. Certain Duties and Responsibilities........................................................37
         Section 602. Notice of Defaults.........................................................................38
         Section 603. Certain Rights of Trustee..................................................................38
         Section 604. Not Responsible for Recitals or Issuance of Securities.....................................39
         Section 605. May Hold Securities........................................................................40
         Section 606. Money Held in Trust........................................................................40
         Section 607. Compensation and Reimbursement.............................................................40
         Section 608. Disqualification; Conflicting Interests....................................................41
         Section 609. Corporate Trustee Required; Different Trustees for Different Series; Eligibility...........41
         Section 610. Resignation and Removal; Appointment of Successor..........................................41
         Section 611. Acceptance of Appointment by Successor.....................................................43
         Section 612. Merger, Conversion, Consolidation or Succession to Business................................43
         Section 613. Preferential Collection of Claims Against Issuer and the Guarantors........................44
         Section 614. Authenticating Agents......................................................................44

                                       ii

                                                                                                             
ARTICLE SEVEN Holders' Lists and Reports by Trustee and the Issuer...............................................45

         Section 701. Issuer to Furnish Trustee Names and Addresses of Holders...................................45
         Section 702. Preservation of Information; Communications to Holders.....................................45
         Section 703. Reports by Trustee.........................................................................46
         Section 704. Reports by Issuer and the Parent Guarantor.................................................47

ARTICLE EIGHT Consolidation, Merger, Conveyance or Transfer......................................................47

         Section 801. Issuer May Consolidate, Etc., Only on Certain Terms........................................47
         Section 802. Successor Person Substituted for the Issuer................................................48
         Section 803. Parent Guarantor May Consolidate, Etc., Only on Certain Terms..............................48
         Section 804. Successor Person Substituted for the Parent Guarantor......................................49

ARTICLE NINE Supplemental Indentures.............................................................................49

         Section 901. Supplemental Indentures Without Consent of Holders.........................................49
         Section 902. Supplemental Indentures With Consent of Holders............................................50
         Section 903. Execution of Supplemental Indentures.......................................................51
         Section 904. Effect of Supplemental Indentures..........................................................52
         Section 905. Conformity With Trust Indenture Act........................................................52
         Section 906. Reference in Securities to Supplemental Indentures.........................................52

ARTICLE TEN Covenants............................................................................................52

         Section 1001. Payment of Principal (and Premium, if any) and Interest, if any...........................52
         Section 1002. Maintenance of Office or Agency...........................................................52
         Section 1003. Money for Securities Payments To Be Held in Trust.........................................53
         Section 1004. Statements as to Compliance...............................................................54
         Section 1005. Existence.................................................................................54
         Section 1006. Limitations on Incurrence of Indebtedness.................................................55
         Section 1007. Maintenance of Properties.................................................................56
         Section 1008. Insurance.................................................................................56
         Section 1009. Payment of Taxes and Other Claims.........................................................56
         Section 1010. Waiver of Certain Covenants...............................................................57
         Section 1011. Payment of Additional Amounts.............................................................57
         Section 1012. Calculation of Original Issue Discount....................................................59
         Section 1013. Statement by Officers as to Default.......................................................59

ARTICLE ELEVEN Redemption of Securities..........................................................................59

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

                                       iii

                                                                                                             
ARTICLE TWELVE Sinking Funds.....................................................................................62

         Section 1201. Applicability of This Article Twelve......................................................62
         Section 1202. Satisfaction of Sinking Fund Payments With Securities.....................................62
         Section 1203. Redemption of Securities for Sinking Fund.................................................62

ARTICLE THIRTEEN Meetings of Holders of Securities...............................................................63

         Section 1301. Purposes for Which Meetings May Be Called.................................................63
         Section 1302. Call, Notice and Place of Meetings........................................................63
         Section 1303. Persons Entitled to Vote at Meetings......................................................63
         Section 1304. Quorum; Action............................................................................63
         Section 1305. Determination of Voting Rights; Conduct and Adjournment of Meetings.......................64
         Section 1306. Counting Votes and Recording Action of Meetings...........................................65

ARTICLE FOURTEEN Guarantees......................................................................................65

         Section 1401. Guarantees................................................................................65
         Section 1402. No Subrogation............................................................................67
         Section 1403. Consideration.............................................................................67
         Section 1404. Release of Subsidiary Guarantors..........................................................67
         Section 1405. Future Subsidiary Guarantors..............................................................67

                                       iv

         INDENTURE dated as of October 22, 2004, among BRANDYWINE OPERATING
PARTNERSHIP, L.P., a limited partnership formed under the laws of Delaware (the
"Issuer"), BRANDYWINE REALTY TRUST, a real estate investment trust formed under
the laws of Maryland and the sole general partner and a limited partner of the
Issuer (the "Parent Guarantor"), CERTAIN SUBSIDIARIES OF THE ISSUER SIGNATORIES
HERETO (the "Subsidiary Guarantors" and, together with the Parent Guarantor, the
"Guarantors") and THE BANK OF NEW YORK, a New York banking corporation, as
Trustee (the "Trustee").

                    RECITALS OF THE ISSUER AND THE GUARANTORS

         The Issuer may issue from time to time for its lawful purposes
securities (the "Securities") evidencing its unsecured indebtedness, which shall
be guaranteed (the "Guarantees") by the Guarantors, and each of the Issuer and
the Guarantors has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of the Securities, unlimited as to
principal amount, to have such titles, to bear such rates of interest, to mature
at such time or times and to have such other provisions as shall be fixed as
hereinafter provided.

         All things necessary to make this Indenture a valid agreement of the
Issuer and the Guarantors, in accordance with its terms, have been done, and the
Issuer and the Guarantors propose to do all things necessary to make the
Securities and the Guarantees, when the Securities are executed by the Issuer,
authenticated and delivered by the Trustee hereunder and duly issued by the
Issuer, the valid and legally binding obligations of the Issuer and the
Guarantors, respectively, as hereinafter provided.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions.

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

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

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

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

              (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.

         Certain terms, used principally in Article Three and Article Six, are
defined in those Articles.

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

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

         "Affiliate" means, with respect to a specified Person, 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 Debt Service Charge" means, for any period, the aggregate
interest expense (including without limitation, the interest component of
rentals on capitalized leases and letter of credit fees, commitment fees and
other similar financial charges) for such period in respect of, and the
amortization during such period of any original issue discount of, Indebtedness
of the Issuer and its Subsidiaries.

         "Authenticating Agent" means any Person authorized to authenticate and
deliver Securities on behalf of the Trustee for the Securities of any series
pursuant to Section 614.

         "Board of Directors" means, as the case may be, the board of trustees
of the general partner of the Issuer or the board of trustees, board of
directors or equivalent governing body of a Guarantor, or, in each case, any
duly authorized committee of such board or governing body.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the general partner of the Issuer or the
Secretary or an Assistant Secretary of a Guarantor, as the case may be, to have
been duly adopted by the Board of Directors of the Issuer or such Guarantor, as
the case may be, and to be in full force and effect on the date of such
certification, and delivered to the Trustee for Securities of the applicable
series.

         "Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York;
provided, however, that with respect to LIBOR Securities, the day is also a
London Business Day.

                                       2

         "Certificate of a Firm of Independent Public Accountants" means a
certificate signed by any firm of independent public accountants of recognized
standing selected by the Issuer. The term "independent" when used with respect
to any specified firm of public accountants means such a firm which (1) is in
fact independent, (2) does not have any direct financial interest or any
material indirect financial interest in the Issuer or in any other obligor upon
the Securities of any series or in any affiliate of the Issuer or of such other
obligor, and (3) is not connected with the Issuer or such other obligor or any
affiliate of the Issuer or of such other obligor, as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions, but such firm may be the regular auditors employed by the Issuer.
Whenever it is herein provided that any Certificate of a Firm of Independent
Public Accountants shall be furnished to the Trustee for Securities of any
series, such Certificate shall state that the signer has read this definition
and that the signer is independent within the meaning hereof.

         "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

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

         "Consolidated Income Available for Debt Service" means, for any period,
Earnings from Operations of the Issuer and its Subsidiaries plus amounts which
have been deducted, and minus amounts which have been added, for the following
(without duplication): (i) Annual Debt Service Charge of the Issuer and its
Subsidiaries, (ii) provision for taxes of the Issuer and its Subsidiaries based
on income, (iii) provisions for gains and losses on properties and depreciation
and amortization, (iv) increases in deferred taxes and other non-cash items, (v)
depreciation and amortization with respect to interests in joint venture and
partially owned entity investments, (vi) the effect of any charge resulting from
a change in accounting principles in determining Earnings from Operations for
such period and (vii) amortization of deferred charges.

         "Corporate Trust Office" means the office of the Trustee for Securities
of any series at which at any particular time its corporate trust business shall
be principally administered, which office of the Trustee, at the date of the
execution of this Indenture, is located at 101 Barclay Street, Fl. 8W, New York,
New York 10286 Attention: Corporate Trust Administration or such other address
as the Trustee may designate from time to time by notice to the Holders and the
Issuer, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by
notice to the Holders and the Issuer).

         "corporation" includes corporations, limited liability companies,
associations, companies and business trusts.

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

         "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of a Global Security, the Person designated as
Depositary by the Issuer pursuant to Section 301 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Depositary" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
"Depositary" as used with respect to the Securities of any such series shall
mean the Depositary with respect to the Securities of that series.

         "Dollars" and the sign "$" mean the currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.

                                       3

         "Earnings from Operations" means, for any period, net income or loss of
the Issuer and its Subsidiaries, excluding (i) provisions for gains and losses
on sales of investments or joint ventures; (ii) provisions for gains and losses
on disposition of discontinued operations; (iii) extraordinary and non-recurring
items; and (iv) impairment charges and property valuation losses, as reflected
in the consolidated financial statements of the Issuer and its Subsidiaries for
such period determined in accordance with GAAP.

         "Encumbrance" means any mortgage, lien, charge, pledge or security
interest of any kind.

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

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
as in force at the date as of which this Indenture was executed; provided,
however, that in the event the Securities Exchange Act of 1934 is amended after
such date, "Exchange Act" means, to the extent required by any such amendment,
the Securities Exchange Act of 1934 as so amended.

         "Existing Credit Agreement" means (i) the credit agreement, dated as of
May 24, 2004, as may be amended from time to time, among the Issuer and the
Parent Guarantor, as borrowers, the several lenders party thereto and JPMorgan
Chase Bank, as administrative agent, and (ii) any successor credit agreement
thereto (whether by renewal, replacement, refinancing or otherwise) that is the
principal credit agreement of the Operating Partnership or the Parent Guarantor
(taking into account the maximum principal amount available to be borrowed
thereunder, the recourse nature of the agreement, and such other factors as
Brandywine and the Operating Partnership deem reasonable in light of the
circumstances).

         "Existing Credit Agreement Guarantor" means every Subsidiary of the
Company that is a guarantor under the Existing Credit Agreement from time to
time; provided that, to the extent that any or all of such Subsidiaries cease to
be guarantors under the Existing Credit Agreement, such Subsidiaries shall cease
to be Existing Credit Agreement Guarantors.

         "GAAP" means generally accepted accounting principles as used in the
United States applied on a consistent basis.

         "Global Securities" means Securities in global form.

         "Government Obligations" means securities which are (i) direct
obligations of the United States (or the government which issued the currency in
which the Securities of a particular series are payable) or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States (or the government which issued the currency in which the
Securities of such series are payable), the payment of which is unconditionally
guaranteed by such government, which, in either case, are full faith and credit
obligations of the United States (or the government which issued the currency in
which the Securities of such series are payable) and 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 issuer as custodian with respect to
any such Government Obligation or a specific payment of interest on or principal
of any such Government 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 Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depository receipt.

         "Guarantees" means any guarantee of payment of the Securities and any
other obligations of the Issuer by the Guarantors pursuant to the terms of this
Indenture.

                                       4

         "Guarantor" has the meaning specified in the first paragraph of this
Indenture.

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

         "Identifying Numbers" has the meaning specified in Section 204.

         "Incur" means issue, create, assume, guarantee, incur or otherwise
become liable for; and the terms "Incurred" and "Incurrence" have meanings
correlative to the foregoing.

         "Indebtedness" means, with respect to the Issuer or any of its
Subsidiaries (without duplication) any indebtedness of the Issuer or any of its
respective Subsidiaries, (i) in respect of borrowed money, (ii) evidenced by
bonds, notes, debentures or similar instruments, (iii) secured by any mortgage,
pledge, lien, charge, encumbrance or any security interest existing on property
owned by the Issuer or any of its Subsidiaries, (iv) consisting of letters of
credit or amounts representing the balance deferred and unpaid of the purchase
price of any property, except any such balance that constitutes an accrued
expense or trade payable, or (v) consisting of capitalized leases, and also
includes, to the extent not otherwise included, any obligation by the Issuer or
any of its Subsidiaries 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 Issuer or its
Subsidiaries); it being understood that indebtedness shall be deemed to be
incurred by the Issuer or any of its Subsidiaries whenever it or that Subsidiary
creates, assumes, guarantees or otherwise becomes liable in respect thereof.
Indebtedness of any Subsidiary existing prior to the time it became a Subsidiary
of the Issuer shall be deemed to be incurred at the time that Subsidiary becomes
a Subsidiary of the Issuer; and Indebtedness of a Person existing prior to a
merger or consolidation of that person with the Issuer or any of its
Subsidiaries in which that Person is the successor to the Issuer or that
Subsidiary shall be deemed to be incurred upon the consummation of that merger
or consolidation. Notwithstanding the preceding sentences of this definition,
the term Indebtedness shall not include any indebtedness that had been the
subject of an "in substance" defeasance in accordance with GAAP.

         "Indenture" means this Indenture as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
a particular series of Securities established as contemplated by Section 301.

         "Intercompany Indebtedness" means Indebtedness to which the only
parties are the Issuer, any of the Guarantors and any of their respective
Subsidiaries (but only so long as such Indebtedness is held solely by any of the
Issuer, any of the Guarantors and any of their respective Subsidiaries) that is
subordinate in right of payment to the Securities.

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

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

         "Issue Date" means the date on which the Securities of a particular
series are originally issued under this Indenture.

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

                                       5

         "Issuer Request" and "Issuer Order" mean a written request or order
signed in the name of the Issuer by any of the Chairman of the Board, a Vice
Chairman of the Board, the Chief Executive Officer, the President or a Vice
President and by any of the Treasurer, an Assistant Treasurer, the Controller,
an Assistant Controller, the Secretary or an Assistant Secretary of the general
partner of the Issuer, and delivered to the Trustee for Securities of the
applicable series.

         "LIBOR" means, with respect to any series of Securities, the rate
specified as LIBOR for such Securities in accordance with Section 301.

         "LIBOR Security" means any Security which bears interest at a floating
rate calculated with reference to LIBOR.

         "London Business Day" means, with respect to any LIBOR Security, a day
on which commercial banks are open for business, including dealings in the LIBOR
Currency, in London.

         "Maturity" means, when used with respect to any Security, the date on
which the principal (or, if the context so requires, in the case of an OID
Security, a lesser amount) of that Security becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, request for redemption, repayment at the
option of the holder, pursuant to any sinking fund or otherwise.

         "Notice of Default" has the meaning specified in Section 501(3).

         "Obligation" has the meaning specified in Section 1401.

         "Officers' Certificate" means a certificate signed by any of the
Chairman of the Board of Directors, a Vice Chairman of the Board of the
Directors, the Chief Executive Officer, the President or a Vice President, and
by any of the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary of the general partner of
the Issuer or of a Guarantor, as the case may be, and delivered to the Trustee
for the Securities of the applicable series.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel to the Issuer or a Guarantor, as the case may be.

         "OID Security" means a Security which provides for an amount (excluding
any amounts attributable to accrued but unpaid interest thereon) less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.

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

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

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

                                       6

              (3) Securities which have been paid pursuant to Section 306 or in
         exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented
         proof satisfactory to the Trustee for such Securities that any such
         Securities are held by a bona fide holder in due course;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, (a) Securities owned by the Issuer,
any of the Guarantors or any other obligor upon the Securities or any Affiliate
of the Issuer, such Guarantors or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
for such Securities shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of Trustee actually knows to be so owned shall be so
disregarded (Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of such
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Issuer, any of the Guarantors or any other obligor upon
the Securities or any Affiliate of the Issuer, such Guarantors or of such other
obligor), (b) the principal amount of an OID Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration pursuant to Section 502, and (c) the principal amount of a
Security denominated in one or more foreign currencies or currency units shall
be the U.S. dollar equivalent, determined in the manner provided as contemplated
by Section 301 on the date of original issuance of such Security, of the
principal amount (or, in the case of an OID Security, the U.S. dollar equivalent
on the date of original issuance of such Security of the amount determined as
provided in Clause (b) above) of such Security.

         "Parent Guarantor" has the meaning specified in the first paragraph of
this Indenture until a successor entity shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Parent Guarantor" shall
mean such successor entity.

         "Paying Agent" means The Bank of New York or any other Person
authorized by the Issuer to pay the principal of (and premium, if any) or
interest, if any, on any Securities of any series on behalf of the Issuer or any
of the Guarantors.

         "Person" means any individual, firm, corporation, partnership,
association, joint venture, tribunal, limited liability company, trust,
government or political subdivision or agency or instrumentality thereof, or any
other entity or organization.

         "Place of Payment" means, when used with respect to the Securities of
any particular series, the place or places where the principal of (and premium,
if any) and interest, if any, on the Securities of that series are payable, as
contemplated by Section 301 and 1002.

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

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

                                       7

         "Redemption Price" means, when used with respect to any Security to be
redeemed, the price at which it is to be redeemed pursuant to the terms of the
Indenture or in any Security issued thereunder.

         "Regular Record Date" means, with respect to the interest payable on
any Interest Payment Date on the Securities of any series, the date, if any,
specified for that purpose as contemplated by Section 301 whether or not a
Business Day.

         "Responsible Officer" means, when used with respect to the Trustee for
any series of Securities, (i) any vice president, assistant vice president,
assistant secretary, assistant treasurer or any trust officer of the Trustee or
(ii) any other officer of the Corporate Trust Department of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject and who is charged with
the administration of this Indenture and who shall have responsibility for the
administration of this Indenture.

         "Securities" means securities evidencing unsecured indebtedness of the
Issuer authenticated and delivered under this Indenture.

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

         "series" of Securities means all Securities denoted as part of the same
series authorized by or pursuant to a particular Board Resolution of the Issuer.

         "Significant Subsidiary" means any Subsidiary of the Issuer which is a
"significant subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X,
promulgated under the Securities Act of 1933, as amended).

         "Special Record Date" means, with respect to the payment of any
Defaulted Interest on the Securities of any series, a date fixed by the Trustee
for such series pursuant to Section 307.

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

         "Subsidiary" means, as to any person, (a) any corporation more than 50%
of whose stock of any class or classes having by the terms thereof ordinary
voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time, any class or classes of stock of
such corporation shall have or might have voting power by reason of the lapse of
time or the happening of any contingency) is at the time owned by such person
directly or indirectly through Subsidiaries, and (b) any partnership,
association, joint venture, limited liability company, trust or other entity in
which such person directly or indirectly through Subsidiaries has more than a
50% equity interest or 50% Capital Percentage at any time. For the purpose of
this definition, "Capital Percentage" means, with respect to the interest of the
Parent Guarantor, the Issuer or one of its Subsidiaries in any partnership,
association, joint venture, limited liability company, trust or other entity,
the percentage interest of such partnership, association, joint venture, limited
liability company, trust or other entity based on the aggregate amount of net
capital contributed by the Parent Guarantor, the Issuer or such Subsidiary in
such partnership, association, joint venture, limited liability company, trust
or other entity at the time of determination relative to all capital
contributions made in such partnership, association, joint venture, limited
liability company, trust or other entity at such time of determination.

                                       8

         "Subsidiary Guarantor" means each Subsidiary of the Company (other than
a Subsidiary which is not an Existing Credit Agreement Guarantor) in existence
on the date hereof, as specified in the first paragraph of this Indenture, and
any future Subsidiary Guarantor that is required to guarantee the Securities
under the terms of this Indenture); provided, however, that, in the event any
Subsidiary Guarantor is released pursuant to Section 1404, such entity shall no
longer be deemed a "Subsidiary Guarantor.".

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

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990, as in force at the date as of which
this Indenture was executed; provided, however, that in the event the Trust
Indenture Act is amended after such date, "Trust Indenture Act" means, to the
extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture and, subject to the provisions of Article Six
hereof, shall also include its successors and assigns as Trustee hereunder. If
there shall be at one time more than one Trustee hereunder, "Trustee" means each
such Trustee and shall apply to each such Trustee only with respect to those
series of Securities with respect to which it is serving as Trustee.

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

         "Unsecured Indebtedness" means Indebtedness which is not secured by any
Encumbrance upon any of the properties of the Issuer or any of its Subsidiaries.

         "United States" means, unless otherwise specified with respect to
Securities of any series, the United States of America (including the states and
the District of Columbia), its territories, its possessions (which include, at
the date of this Indenture, Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands) and other areas subject to
its jurisdiction.

         "United States Alien" has the meaning specified in Section 1011.

         "Yield to Maturity" means, when used with respect to any OID Security,
the yield to maturity, if any, set forth on the face thereof.

Section 102. Compliance Certificates and Opinions.

         Upon any application or request by the Issuer or the Guarantors to the
Trustee for any series of Securities to take any action under any provision of
this Indenture or any supplement hereto, the Issuer and/or the Guarantors, as
the case may be, shall furnish to such 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.

                                       9

         Every certificate (other than certificates provided pursuant to Section
1004) or opinion with respect to compliance with a condition or covenant
provided for in this Indenture 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;

              (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 with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Issuer or of any of the
Guarantors 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 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 Issuer or any of the
Guarantors, as the case may be, stating that the information with respect to
such factual matters is in the possession of the Issuer or any of the
Guarantors, as the case may be, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

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

                                       10

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 may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee for the appropriate series of Securities and, where it is hereby
expressly required, to the Issuer and/or the Guarantors. 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 or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee for the appropriate
series of Securities and the Issuer, the Guarantors and any agent of such
Trustee, the Issuer or any of the Guarantors, if made in the manner provided in
this Section 104. The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 1306.

         The Issuer may at its discretion set a record date for purposes of
determining the identity of Holders of Securities entitled to vote or consent to
any action by vote or consent authorized or permitted under this Indenture, but
the Issuer shall have no obligation to do so. If not set by the Issuer prior to
the first solicitation of Holders of Securities of a particular series made by
any Person in respect of any such action, or, in the case of any such vote,
prior to such vote, the record date for any such action or vote shall be 30 days
prior to the first solicitation of such vote or consent. Upon the fixing of such
a record date, those persons who were Holders of Securities at such record date
(or their duly designated proxies), and only those persons, shall be entitled
with respect to such Securities to take such action by vote or consent or to
revoke any vote or consent previously given, whether or not such persons
continue to be Holders after such record date.

         (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 the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a corporation or association or a member of a
partnership, or an official of a public or governmental body, on behalf of such
corporation, association, partnership or public or governmental body or by a
fiduciary, such certificate or affidavit shall also constitute sufficient proof
of his authority.

         (c) The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee for the appropriate series
of Securities deems reasonably sufficient.

         (d) The principal amount and serial numbers of Securities held by any
Person, and the date of holding the same, shall be proved by the Security
Register.

         (e) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee for such
Securities, the Security Registrar, any Paying Agent, the Guarantors or the
Issuer in reliance thereon, whether or not notation of such action is made upon
such Security.

                                       11

Section 105. Notices, Etc. to Trustee, the Issuer and the Guarantors.

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

              (1) the Trustee for a series of Securities by any Holder or by the
         Issuer or any of the Guarantors shall be sufficient for every purpose
         hereunder if made, given, furnished or filed in writing to or with such
         Trustee at its Corporate Trust Office, Attention: Corporate Trust
         Administration, or if sent by facsimile transmission, to a facsimile
         number provided by the Trustee, with a copy mailed, first class postage
         prepaid to the Trustee addressed to it as provided above, or

              (2) the Issuer or any of the Guarantors by such Trustee or by any
         Holder shall be sufficient for every purpose hereunder (except as
         provided in paragraphs (3), (4) and (5) of Section 501) if furnished in
         writing and mailed, first class postage prepaid, addressed to the
         Issuer at the address of its principal office specified in the first
         paragraph of this Indenture or at any other address previously
         furnished in writing to such Trustee by the Issuer, or if sent by
         facsimile transmission, to a facsimile number provided to the Trustee
         by the Issuer, with a copy mailed, first class postage prepaid, to the
         Issuer addressed to it as provided above.

Section 106. Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
to Holders of Securities if in writing and mailed, first class postage prepaid,
to each Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice.

         In any case where notice to Holders of Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder of a Security shall affect the sufficiency of such
notice with respect to other Holders of Securities. Any notice mailed in the
manner prescribed by this Indenture shall be conclusively deemed to have been
given whether or not received by any particular Holder. In case by reason of the
suspension of regular mail service or by reason of any other cause it shall be
impracticable to give such notice to Holders of Securities by mail, then such
notification as shall be made with the reasonable approval of the Trustee for
such Securities shall constitute a sufficient notification for every purpose
hereunder.

         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 for such
Securities, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

Section 107. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with the duties
imposed by any of Sections 310 through 317, inclusive, of the Trust Indenture
Act through the operation of Section 318(c) thereof, such imposed duties shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the provision
shall be deemed to apply to the Indenture as so modified or excluded, as the
case may be

Section 108. Effect of Headings and Table of Contents.

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

                                       12

Section 109. Successors and Assigns.

         All covenants and agreements in this Indenture by the Issuer and the
Guarantors shall bind their respective successors and assigns, whether so
expressed or not.

Section 110. Separability Clause.

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

Section 111. Benefits of Indenture.

         Nothing in this Indenture or in the Securities, expressed or implied,
shall give to any Person, other than the parties hereto, any Paying Agent, any
Security Registrar, an Authenticating Agent and their successors hereunder and
the Holders of Securities, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

Section 112. Governing Law.

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

Section 113. Non-Business Day.

         Unless otherwise stated with respect to Securities of any series, in
any case where any Interest Payment Date, Redemption Date or Stated Maturity of
a Security of any particular series shall not be a Business Day at any Place of
Payment with respect to Securities of that series, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of principal of
(and premium, if any) and interest, if any, with respect to such Security 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, provided that no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.

Section 114. Immunity of Incorporators, Limited Partners, Shareholders,
             Trustees, Directors and Officers.

         No recourse shall be had for the payment of the principal of (and
premium, if any), or the interest, if any, on any Security of any series, or for
any claim based thereon, or upon any obligation, covenant or agreement of this
Indenture, against any incorporator, limited partner, shareholder, trustee,
director, officer or employee, as such, past, present or future, of the Issuer,
any of the Guarantors or of any successor entity to the Issuer or such
Guarantor, either directly or indirectly through the Issuer, such Guarantor or
any successor entity to the Issuer or such Guarantor, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment of
penalty or otherwise; it being expressly agreed and understood that this
Indenture, the Guarantees and all the Securities of each series are solely
obligations of the Issuer and/or the Guarantors (as the case may be), and that
no personal liability whatever shall attach to, or is incurred by, any
incorporator, limited partner, shareholder, trustee, director, officer or
employee, past, present or future, of the Issuer, any of the Guarantors or of
any successor entity to the Issuer or such Guarantor, either directly or
indirectly through the Issuer, such Guarantor or any successor corporation to
the Issuer or such Guarantor, because of the incurring of the indebtedness
hereby authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities of any
series, or to be implied herefrom or therefrom; and that all such personal
liability is hereby expressly released and waived as a condition of, and as part
of the consideration for, the execution of this Indenture and the issuance of
the Securities of each series.

                                       13

                                  ARTICLE TWO

                                 SECURITY FORMS

Section 201. Forms of Securities.

         The Securities of each series shall be in such form or forms (including
global form) as shall be established by or pursuant to a Board Resolution of the
Issuer, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture or any
indenture supplemental hereto and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as the Issuer
may reasonably deem appropriate and as may be required to comply with any law,
with any rule or regulation made pursuant thereto, with any rules of any
securities exchange, automated quotation system or clearing agency or to conform
to usage, as may, consistently herewith, be determined by the officers executing
such Securities, as evidenced by their execution of such Securities. If
temporary Securities of any series are issued in global form as permitted by
Section 304, the form thereof shall be established as provided in the preceding
sentence.

         The definitive Securities 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 Securities, as evidenced by their execution thereof.

Section 202. Form of Trustee's Certificate of Authentication.

         Subject to Section 614, the Certificate of Authentication on all
Securities shall be in substantially the following form:

                  "This is one of the Securities of the series designated
         therein described in the within-mentioned Indenture.

                                        THE BANK OF NEW YORK,
                                        as Trustee

                                        By ___________________________________
                                            Authorized Signatory

Section 203. Securities in Global Form.

         If any Security of a series is issuable in global form, such Security
may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the amount,
of Outstanding Securities represented thereby shall be made by the Trustee and
in such manner as shall be specified in such Security. Any instructions by the
Issuer with respect to a Security in global form, after its initial issuance,
shall be in writing but need not comply with Section 102.

                                       14

         Unless otherwise provided with respect to any series of Securities as
contemplated by Section 301, Global Securities shall be issuable only in
registered form without coupons, and may be issued in either temporary or
permanent form.

         Any Security issued in global form shall bear the following legend:

         THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. [IF
A GLOBAL SECURITY IS TO BE HELD BY THE DEPOSITORY TRUST COMPANY, THEN INSERT:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY ("DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS 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.]

Section 204. CUSIP Numbers.

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

                                  ARTICLE THREE

                                 THE SECURITIES

Section 301. Title; Payment and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered and Outstanding under this Indenture is unlimited. The Securities
may be issued up to the aggregate principal amount of Securities from time to
time authorized by or pursuant to Board Resolutions of the Issuer.

                                       15

         The Securities may be issued in one or more series, each of which shall
be issued pursuant to Board Resolutions of the Issuer. There shall be
established in one or more Board Resolutions or pursuant to one or more Board
Resolutions of the Issuer and, subject to Section 303, set forth in, or
determined in the manner provided in, an Officer's Certificate of the Issuer, or
established in one or more supplemental indentures hereto, prior to the issuance
of Securities of any series all or any of the following, as the case may be
(each of which, if so provided, may be determined from time to time by the
Issuer with respect to unissued Securities of that series and set forth in the
Securities of that series when issued from time to time):

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

              (2) any limit upon the aggregate principal amount of the
         Securities of that series which may be authenticated and delivered
         under this Indenture (except for Securities authenticated and delivered
         upon registration of transfer of, or in exchange for, or in lieu of,
         other Securities of that series pursuant to Section 304, 305, 306, 906
         or 1107) and whether additional Securities of that series may be issued
         without the consent of Holders of outstanding Securities of that series
         or any other series; in the event that additional Securities of such
         series may be so issued, the terms thereof shall indicate whether any
         such additional Securities shall have the same terms as the prior
         Securities of such series or whether the Issuer may establish
         additional or different terms with respect to such additional
         Securities;

              (3) the date or dates (or manner of determining the same) on which
         the principal of the Securities of that series is payable (which, if so
         provided in such Board Resolutions, may be determined by the Issuer
         from time to time and set forth in the Securities of the series issued
         from time to time);

              (4) the rate or rates (or the manner of calculation thereof) at
         which the Securities of that series shall bear interest (if any), the
         date or dates from which such interest shall accrue, the Interest
         Payment Dates on which such interest shall be payable (or manner of
         determining the same) and the Regular Record Date (or the method by
         which such date shall be determined) for the interest payable on any
         Securities on any Interest Payment Date, the basis upon which interest
         shall be calculated if other than that of a 360-day year of twelve
         30-day months and the extent to which, or the manner in which, any
         interest payable on a temporary Global Security on an Interest Payment
         Date, shall be paid if other than in the manner provided in Section
         307;

              (5) the place or places where, subject to the provisions of
         Section 1002, the principal of (and premium, if any) and interest, if
         any, on Securities of that series shall be payable, any Securities of
         that series may be surrendered for registration of transfer, any
         Securities of that series may be surrendered for exchange, and notices
         and demands to or upon the Issuer in respect of the Securities of that
         series and this Indenture may be served;

              (6) the period or periods within which (or manner of determining
         the same), the price or prices at which (or manner of determining the
         same), and the terms and conditions upon which Securities of that
         series may be redeemed, in whole or in part, at the option of the
         Issuer, if the Issuer is to have the option;

              (7) the obligation, if any, of the Issuer to redeem, repay or
         purchase Securities of that series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof, and the
         period or periods within which (or manner of determining the same), the
         price or prices at which (or manner of determining the same), the
         currency or currency unit in which, and the terms and conditions upon
         which, Securities of that series shall be redeemed or purchased, in
         whole or in part, pursuant to such obligation;

                                       16

              (8) if other than denominations of $5,000 and integral multiples
         of $1,000 in excess thereof, the denominations in which any Securities
         of that series shall be issuable;

              (9) the percentage or other principal amount at which Securities
         of that series shall be issued and, if other than the principal amount
         thereof, the portion of the principal amount of Securities of that
         series which shall be payable upon a declaration of acceleration of the
         Maturity thereof pursuant to Section 502;

              (10) the inapplicability of any Event of Default or covenant set
         forth in Article Ten hereof to the Securities of that series, or the
         applicability of any other Events of Defaults or covenants in addition
         to the Events of Default or covenants set forth herein to Securities of
         that series;

              (11) if a Person other than The Bank of New York is to act as
         Trustee for the Securities of that series, the name and location of the
         Corporate Trust Office of such Trustee;

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

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

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

              (15) if the Securities of that series do not bear interest, the
         applicable dates for purposes of Section 701;

              (16) if other than as set forth in Article Four, provisions for
         the satisfaction and discharge of this Indenture with respect to the
         Securities of that series;

              (17) the date as of which any Global Security representing
         Outstanding Securities of that series shall be dated if other than the
         date of original issuance of the first Security of that series to be
         issued;

              (18) whether the Securities of the series shall be issued in whole
         or in part in the form of a Global Security or Securities and, in such
         case, for such Global Security or Securities, whether such global form
         shall be permanent or temporary;

              (19) if Securities of the series are to be issuable initially in
         the form of a temporary Global Security, the circumstances under which
         the temporary Global Security can be exchanged for definitive
         Securities;

                                       17

              (20) the extent and manner, if any, to which payment on or in
         respect of Securities of that series shall be subordinated to the prior
         payment of other liabilities and obligations of the Issuer;

              (21) whether and under what circumstances, if any, the Issuer
         shall pay additional amounts as contemplated by Section 1011 on the
         Securities of the series to any Holder who is not a United States
         person (including any modification to the definition of such term) in
         respect of any tax, assessment or governmental charge and, if so,
         whether the Issuer shall have the option to redeem such Securities
         rather than pay such additional amounts (and the terms of any such
         option);

              (22) whether Securities of that series are to be issuable in
         bearer form and any additions or changes to any of the provisions of
         this Indenture as shall be necessary to permit or facilitate the
         issuance of Securities in bearer form, registrable or not registrable
         as to principal, and with or without interest coupons;

              (23) the applicability, if any, of Sections 402 and/or 403 to the
         Securities of the series and any provisions in modification of, in
         addition to or in lieu of any of the provisions of Article Four; and

              (24) any other terms of that series (which terms shall not be
         inconsistent with the provisions of this Indenture).

         All Securities of any particular series shall be substantially
identical except as to denomination and the date from which interest, if any,
shall accrue, and except as may otherwise be provided in or pursuant to such
Board Resolutions and set forth in such Officer's Certificate relating thereto
or provided in or pursuant to any supplemental indenture hereto. The terms of
such Securities, as set forth above, may be determined by the Issuer from time
to time if so provided in or established pursuant to the authority granted in
Board Resolutions. All Securities of any one series need not be issued at the
same time, and unless otherwise provided, a series may be reopened for issuance
of additional Securities of such series.

         Prior to the delivery of a Security of any series in any such form to
the Trustee for the Securities of such series for authentication, the Issuer
shall deliver to such Trustee the following:

              (1) The Board Resolutions of the Issuer by or pursuant to which
         such form of Security have been approved and, if applicable, the
         supplemental indenture by or pursuant to which such form of Security
         has been approved;

              (2) An Officers' Certificate of the Issuer dated the date such
         Certificate is delivered to such Trustee satisfying the requirements of
         Sections 102 and 103, and stating that all conditions precedent
         provided for in this Indenture relating to the authentication and
         delivery of Securities in such forms have been complied with; and

              (3) An Opinion of Counsel satisfying the requirements of Sections
         102 and 103 substantially to the effect that Securities in such forms,
         when (a) completed by appropriate insertions and executed and delivered
         by the Issuer to such Trustee for authentication in accordance with
         this Indenture, (b) authenticated and delivered by such Trustee in
         accordance with this Indenture, and (c) issued by the Issuer in the
         manner and subject to the conditions specified in such Opinion of
         Counsel, shall constitute the legal, valid and binding obligations of
         the Issuer, subject to the effects of applicable bankruptcy,
         reorganization, fraudulent conveyance, moratorium, insolvency and other
         similar laws generally affecting creditors' rights, to general
         equitable principles, to an implied covenant of good faith and fair
         dealing and to such other qualifications as such counsel shall conclude
         do not materially affect the rights of Holders of such Securities.

                                       18

Section 302. Denominations.

         Unless otherwise provided with respect to any series of Securities as
contemplated by Section 301, Securities shall be issuable only in registered
form without coupons. Unless otherwise provided with respect to any series of
Securities as contemplated by Section 301, any Securities of a series other than
Global Securities (which may be of any denomination) shall be issuable in
denominations of $5,000 and integral multiples of $1,000 in excess thereof.

Section 303. Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Issuer by the
Chairman of the Board of Directors, a Vice Chairman of the Board of Directors,
or the President, Chief Executive Officer or one of the Vice Presidents of its
general partner, under the seal of such general partner reproduced thereon. The
signature of any of these officers on the Securities may be manual or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Securities of any series, executed by the
Issuer to the Trustee for the Securities of such series for authentication,
together with an Issuer Order for the authentication and delivery of such
Securities, and such Trustee, in accordance with the Issuer Order, shall
authenticate and deliver such Securities. If any Security shall be represented
by a permanent Global Security, then, for purposes of this Section 303 and
Section 304, the notation of a beneficial owner's interest therein upon original
issuance of such Security or upon exchange of a portion of a temporary Global
Security shall be deemed to be delivery in connection with the original issuance
of such beneficial owner's interest in such permanent Global Security. If all
the Securities of any one series are not to be issued at one time and if a Board
Resolution of the Issuer relating to such Securities shall so permit, such
Issuer Order may set forth procedures acceptable to the Trustee for the issuance
of such Securities, including, without limitation, procedures with respect to
interest rate, Stated Maturity, date of issuance and date from which interest,
if any, shall accrue.

         Notwithstanding any contrary provision herein, if all Securities of a
series are not to be originally issued at one time, it shall not be necessary
for the Issuer to deliver the Board Resolution, Officers' Certificate and
Opinion of Counsel otherwise required pursuant to Sections 102 and 301 at or
prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance
of the first Security of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
manually executed by the Trustee for such Security or on its behalf pursuant to
Section 614, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.

                                       19

         In case any Securities shall have been authenticated, but not
delivered, by the Trustee or the Authenticating Agent for such series then in
office, any successor by merger, conversion or consolidation to such Trustee, or
any successor Authenticating Agent, as the case may be, may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee or successor Authenticating Agent had itself
authenticated such Securities.

         Each Depositary designated pursuant to Section 301 for a Global
Security in registered form must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section 303 if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders.

Section 304. Temporary Securities and Exchange of Securities.

         Pending the preparation of definitive Securities of any particular
series, the Issuer may execute, and upon Issuer Order the Trustee for the
Securities of such series shall authenticate and deliver, in the manner
specified in Section 303, temporary Securities which are printed, lithographed,
typewritten, photocopied or otherwise produced, in any denomination, with like
terms and conditions as the definitive Securities of like series in lieu of
which they are issued in registered form, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.
Any such temporary Securities may be in global form, representing such of the
Outstanding Securities of such series as shall be specified therein.

         If temporary Securities of any particular series are issued, the Issuer
shall cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of such definitive Securities, the
temporary Securities of such series shall be exchangeable for such definitive
Securities of a like Stated Maturity and with like terms and provisions upon
surrender of the temporary Securities of such series at the office or agency of
the Issuer in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
particular series, the Issuer shall execute and (in accordance with an Issuer
Order delivered at or prior to the authentication of the first definitive
Security of such series) the Trustee for the Securities of such series shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations of the same series and of a
like Stated Maturity and with like terms and provisions. Until exchanged as
hereinabove provided, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and with like terms and conditions, except as to
payment of interest, if any, authenticated and delivered hereunder.

         Any temporary Global Security and any permanent Global Security shall,
unless otherwise provided therein, be delivered to the Depositary designated
pursuant to Section 301.

Section 305. Registration, Registration of Transfer and Exchange.

         The Issuer shall cause to be kept at the Corporate Trust Office of the
Trustee for the Securities of each series a register (the register maintained in
such office being herein sometimes referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Securities and of transfers of Securities.
The Trustee for the Securities of each series is hereby initially appointed
"Security Registrar" for the purpose of registering Securities and transfers of
Securities of such series as herein provided.

                                       20

         Upon surrender for registration of transfer of any Security of any
particular series at the office or agency of the Issuer in a Place of Payment
for that series, the Issuer shall execute, and the Trustee for the Securities of
each series shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of any authorized
denominations, and of a like Stated Maturity and of a like series and aggregate
principal amount and with like terms and conditions.

         Except as set forth below, at the option of the Holder, Securities of
any particular series may be exchanged for other Securities of any authorized
denominations, and of a like Stated Maturity and of a like series and aggregate
principal amount and with like terms and conditions upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities are
so surrendered for exchange, the Issuer shall execute, and the Trustee for such
Securities shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

         Notwithstanding any other provision of this Section 305 or Section 304,
unless and until it is exchanged in whole or in part for Securities in
definitive form, a Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

         If at any time the Depositary for Securities of a series notifies the
Issuer that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible under Section 303, the Issuer shall
appoint a successor Depositary with respect to the Securities for such series.
If (i) a successor Depositary for the Securities of such series is not appointed
by the Issuer within 90 days after the Issuer receives such notice or becomes
aware of such ineligibility, (ii) the Issuer delivers to the Trustee for
Securities of such series an Issuer Order stating that the Securities of such
series shall be exchangeable, or (iii) an Event of Default under Section 501
hereof has occurred and is continuing with respect to the Securities of such
series, the Trustee, upon receipt of an Issuer Order for the authentication and
delivery of definitive Securities of such series, shall authenticate and deliver
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.

         The Issuer may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities. In such
event the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order
for the authentication and delivery of definitive Securities of such series,
shall authenticate and deliver, Securities of such series in definitive form and
in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such series in exchange for such Global
Security or Securities.

         Upon the exchange of a Global Security for Securities in definitive
form representing the aggregate principal amount of such Global Security, such
Global Security shall be cancelled by the Trustee. Securities issued in exchange
for a Global Security pursuant to this Section 305 shall be registered in such
names and in such authorized denominations as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such
Security to the persons in whose names such Securities are so registered.

                                       21

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

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

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

         The Issuer shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1104 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 Security so
selected for redemption as a whole or in part, except the unredeemed portion of
any Security being redeemed in part.

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

         If (i) any mutilated Security is surrendered to the Trustee for such
Security or the Issuer, the Guarantors and the Trustee for a Security receive
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) there is delivered to the Issuer, the Guarantors and such Trustee such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Issuer,
any of the Guarantors or such Trustee that such Security has been acquired by a
bona fide purchaser, the Issuer shall execute and upon its request such Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for such mutilated Security a new Security of the same
series and in a like principal amount and of a like Stated Maturity and with
like terms and conditions, and bearing a number not contemporaneously
outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Issuer in its discretion may,
instead of issuing a new Security, pay such Security (without surrender thereof
except in the case of a mutilated Security) if the applicant for such payment
shall furnish to the Issuer, the Guarantors and the Trustee for such Security
such security or indemnity as may be required by them to save each of them
harmless, and in case of destruction, loss or theft, evidence satisfactory to
the Issuer, the Guarantors and such Trustee and any agent of any of them of the
destruction, loss or theft of such Security and the ownership thereof.

         Upon the issuance of any new Security under this Section 306, the
Issuer may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including all fees and expenses of the Trustee for such Security)
connected therewith.

                                       22

         Every new Security of any series issued pursuant to this Section 306 in
lieu of any destroyed, lost or stolen Security or in exchange for any mutilated
Security shall constitute an original additional contractual obligation of the
Issuer and the Guarantors whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and each such new Security shall be
at any time enforceable by anyone, and each such new Security shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Securities of the same series duly issued hereunder.

         The provisions of this Section 306 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

Section 307. Payment of Interest; Interest Rights Preserved.

         Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall, if so provided in such
Security, be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest payment.

         Unless otherwise provided with respect to the Securities of any series,
payment of interest may be made at the Corporate Trust Office or, at the option
of the Issuer may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or by wire
transfer of funds to the Person entitled thereto at a bank account maintained
within the United States.

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

              (1) The Issuer may elect to make payment of any Defaulted Interest
         to the Persons in whose names the Securities of that series (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Issuer
         shall notify the Trustee for the Securities of such series in writing
         of the amount of Defaulted Interest proposed to be paid on each
         Security of that series and the date of the proposed payment, and at
         the same time the Issuer or any of the Guarantors shall deposit with
         such Trustee an amount of money in the currency or currency unit in
         which the Securities of such series are payable (except as otherwise
         specified pursuant to Section 301 for the Securities of such series),
         equal to the aggregate amount proposed to be paid in respect of such
         Defaulted Interest or shall make arrangements satisfactory to such
         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 such Trustee shall fix a Special Record Date for
         the payment of such Defaulted Interest which shall not be 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 such Trustee of
         the notice of the proposed payment. Such Trustee shall promptly notify
         the Issuer of such Special Record Date and, in the name and at the
         expense of the Issuer 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 Securities of
         that series at his address as it appears in the Security Register not
         less than 10 days prior to such Special Record Date. Notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor having been mailed as aforesaid, such Defaulted Interest shall
         be paid to the Persons in whose names the Securities of that series (or
         their respective Predecessor Securities) are registered on such Special
         Record Date and shall no longer be payable pursuant to the following
         clause (2).

                                       23

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

         Subject to the foregoing provisions of this Section 307 and Section
305, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

Section 308. Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Issuer, the Guarantors, the Trustee for such Security and any agent of the
Issuer, any of the Guarantors or such Trustee may treat the Person in whose name
any such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section
307) interest, if any, on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and none of the Issuer, the Guarantors,
such Trustee or any agent of the Issuer, any of the Guarantors or such Trustee
shall be affected by notice to the contrary.

         None of the Issuer, the Guarantors, the Trustee, any Paying Agent or
the Security Registrar shall have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

Section 309. Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange, or delivered in satisfaction of any sinking fund payment,
shall, if surrendered to any Person other than the Trustee for such Securities,
be delivered to such Trustee and shall be promptly cancelled by it. The Issuer
or any of the Guarantors may at any time deliver to the Trustee for Securities
of a series for cancellation any Securities previously authenticated and
delivered hereunder which the Issuer or any of the Guarantors may have acquired
in any manner whatsoever, and all Securities so delivered shall be promptly
cancelled by such Trustee. Notwithstanding any other provision of this Indenture
to the contrary, in the case of a series, all the Securities of which are not to
be originally issued at one time, a Security of such series shall not be deemed
to have been Outstanding at any time hereunder if and to the extent that,
subsequent to the authentication and delivery thereof, such Security is
delivered to the Trustee for such Security for cancellation by the Issuer or any
agent thereof upon the failure of the original purchaser thereof to make payment
therefor against delivery thereof, and any Security so delivered to such Trustee
shall be promptly cancelled by it. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section 309,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee for such Securities shall be disposed of by such Trustee in
accordance with its standard procedures and a certificate of disposition
evidencing such disposition of Securities shall be provided to the Issuer, upon
its written request therefor, by such Trustee.

                                       24

Section 310. Computation of Interest.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401. Option to Effect Legal Defeasance or Covenant Defeasance.

         The Issuer may, at the option of its Board of Directors evidenced by a
Board Resolution set forth in an Officers' Certificate, at any time, with
respect to the Securities of any series, elect to have either Section 402 or 403
be applied to all of the Outstanding Securities of that series upon compliance
with the conditions set forth below in this Article Four.

Section 402. Legal Defeasance and Discharge.

         Upon the Issuer's exercise under Section 401 of the option applicable
to this Section 402, the Issuer and the Guarantors shall be deemed to have been
discharged from its obligations with respect to all Outstanding Securities of
the particular series on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Issuer shall be deemed to have paid and discharged all the obligations
relating to the Outstanding Securities of that series and the Securities of that
series shall thereafter be deemed to be "outstanding" only for the purposes of
Section 406, Section 408 and the other Sections of this Indenture referred to
below in this Section 402, and to have satisfied all of its other obligations
under such Securities and this Indenture and cured all then existing Events of
Default (and the Trustee, on demand of and at the expense of the Issuer, 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 Outstanding Securities of the particular series to receive
payments in respect of the principal of (and premium, if any) and interest, if
any, on such Securities when such payments are due or on the Redemption Date
solely out of the trust created pursuant to this Indenture; (b) the Issuer's
obligations with respect to such Securities concerning issuing temporary
Securities of that series, or, where relevant, registration of such Securities,
mutilated, destroyed, lost or stolen Securities of that series and the
maintenance of an office or agency for payment and money for Security payments
held in trust; (c) the rights, powers, trusts, duties and immunities of the
Trustee for the Securities of that series, and the Issuer's and the Guarantors'
obligations in connection therewith; (e) the payment of additional amounts, if
any, on such Securities as contemplated by Section 1011; and (f) this Article
Four and the obligations set forth in Section 406 hereof.

         Subject to compliance with this Article Four, the Issuer may exercise
its option under Section 402 notwithstanding the prior exercise of its option
under Section 403 with respect to the Securities of a particular series.

                                       25

Section 403. Covenant Defeasance.

         Upon the Issuer's exercise under Section 401 of the option applicable
to this Section 403, (i) the Issuer and the Guarantors shall be released from
any obligations under the covenants contained in Section 704, Section 801,
Sections 1004 through 1009, inclusive, and such other obligations as shall be
set forth in any supplemental indenture for the Securities hereof and (ii) the
occurrence of any event specified in Sections 501(3), 501(4) (with respect to
any of Section 704, Section 801, Sections 1004 through 1009, inclusive, and such
other obligations as shall be set forth in any supplemental indenture for the
Securities), 501(5) and 501(9) shall be deemed not to be or result in an Event
of Default, in each case, with respect to the Outstanding Securities of the
particular series, on and after the date the conditions set forth below are
satisfied (hereinafter, "Covenant Defeasance"), and the Securities of that
series shall thereafter be deemed 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 such covenants, but shall
continue to be deemed "Outstanding" for all other purposes hereunder (it being
understood that such Securities shall not be deemed outstanding for accounting
purposes). For this purpose, such Covenant Defeasance means that, with respect
to the Outstanding Securities of that series, the Issuer may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a default or Event of Default under
subsection 501(3) but, except as specified above, the remainder of this
Indenture and the Securities of that series shall be unaffected thereby.

Section 404. Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 402 or Section 403 to the Outstanding Securities of a particular series:

              (a) the Issuer or any of the Guarantors must irrevocably deposit,
         or cause to be irrevocably deposited, with the Trustee for the
         Securities of that series, in trust, for the benefit of the Holders of
         the Securities of that series, cash in the currency or currency unit in
         which the Securities of that series are payable (except as otherwise
         specified pursuant to Section 301 for the Securities of that series),
         Government Obligations or a combination thereof in such amounts as
         shall be sufficient, in the opinion of a nationally recognized firm of
         independent public accountants, to pay (i) the principal of (and
         premium, if any) and interest, if any, due on the outstanding
         Securities of that series, or on the applicable Redemption Date, as the
         case may be, with respect to the outstanding Securities of that series;
         and (ii) any mandatory sinking fund payments or analogous payments
         applicable to such Outstanding Securities on the day on which such
         payments are due and payable in accordance with the terms of this
         Indenture and of such Securities;

              (b) in the case of Legal Defeasance, the Issuer shall have
         delivered to the Trustee for the Securities of that series an Opinion
         of Counsel in the United States reasonably acceptable to such Trustee
         confirming that, subject to customary assumptions and exclusions, (1)
         the Issuer has received from, or there has been published by, the U.S.
         Internal Revenue Service a ruling or (2) since the Issue Date, there
         has been a change in the applicable U.S. federal income tax law, in
         either case to the effect that, and based thereon such Opinion of
         Counsel in the United States shall confirm that, subject to customary
         assumptions and exclusions, the Holders of the Outstanding Securities
         of that series shall not recognize income, gain or loss for U.S.
         federal income tax purposes as a result of such Legal Defeasance and
         shall be subject to U.S. federal income tax on the same amounts, in the
         same manner and at the same times as would have been the case if such
         Legal Defeasance had not occurred;

                                       26

              (c) in the case of Covenant Defeasance, the Issuer shall have
         delivered to the Trustee for the Securities of that series an Opinion
         of Counsel in the United States reasonably acceptable to such Trustee
         confirming that, subject to customary assumptions and exclusions, the
         Holders of the Outstanding Securities of that series shall not
         recognize income, gain or loss for U.S. federal income tax purposes as
         a result of such Covenant Defeasance and shall be subject to such 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;

              (d) no Event of Default or event which with the giving of notice
         or the lapse of time, or both, would become an Event of Default with
         respect to the Securities of that series shall have occurred and be
         continuing on the date of such deposit and no Event of Default under
         Section 501(5) or Section 501(6) shall have occurred and be continuing
         on the 123rd day after such date;

              (e) such Legal Defeasance or Covenant Defeasance shall not result
         in a breach or violation of, or constitute a default under any material
         agreement or instrument to which the Issuer is a party or by which the
         Issuer is bound;

              (f) the Issuer shall have delivered to the Trustee for the
         Securities of that series an Officers' Certificate and an Opinion of
         Counsel in the United States (which opinion of counsel may be subject
         to customary assumptions and exclusions) each stating that all
         conditions precedent provided for or relating to the Legal Defeasance
         or the Covenant Defeasance, as the case may be, have been complied
         with.

Section 405. Satisfaction and Discharge of Indenture.

         This Indenture shall be discharged and shall cease to be of further
effect as to all Securities of any particular series issued hereunder when
either (i) all Securities of that series theretofore authenticated and delivered
(except (A) lost, stolen or destroyed Securities which have been replaced or
paid as provided in Section 306, and (B) Securities for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Issuer or
discharged from such trust, as provided in the last paragraph of Section 1003)
have been delivered to the Trustee for the Securities of that series for
cancellation or (ii) (A) all Securities of that series not theretofore delivered
to the Trustee for cancellation are due and payable by their terms within one
year or have become due and payable by reason of the making of a notice of
redemption and the Issuer has irrevocably deposited or caused to be deposited
with such Trustee as trust funds in trust an amount of cash in any combination
of currency or currency unit in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay and discharge the entire indebtedness on such
Securities delivered to the Trustee for the Securities of that series for
cancellation for principal (and premium, if any) and accrued and unpaid
interest, if any, to the Stated Maturity or Redemption Date, as the case may be;
(B) no Event of Default or event which with the giving of notice or the lapse of
time, or both, would become an Event of Default shall have occurred and be
continuing on the date of such deposit and no Event of Default under Section
501(5) or Section 501(6) shall have occurred and be continuing on the 123rd day
after such date; (C) the Issuer has paid, or caused to be paid, all sums payable
by it under this Indenture; and (D) the Issuer has delivered irrevocable
instructions to the Trustee for the Securities of that series under this
Indenture to apply the deposited money toward the payment of such Securities at
the Stated Maturity or the Redemption Date, as the case may be. In addition, the
Issuer must deliver an Officers' Certificate and an Opinion of Counsel to the
Trustee for the Securities of that series stating that all conditions precedent
to satisfaction and discharge have been satisfied.

Section 406. Survival of Certain Obligations.

         Notwithstanding the satisfaction and discharge of this Indenture and of
the Securities of a particular series referred to in Sections 401, 402, 404, or
405, the respective obligations of the Issuer and the Trustee for the Securities
of a particular series under Sections 303, 304, 305, 309, 407, 408, 409, 410,
and 508, Article Six, and Sections 701, 702, 1002, 1003 and 1005, shall survive
with respect to Securities of that series until the Securities of that series
are no longer outstanding, and thereafter the obligations of the Issuer and the
Trustee for the Securities of a particular series with respect to that series
under Sections 407, 408, 409, and 410 shall survive such satisfaction and
discharge. Nothing contained in this Article Four shall abrogate any of the
obligations or duties of the Trustee of any series of Securities under this
Indenture.

                                       27

Section 407. Acknowledgment of Discharge by Trustee.

         Subject to Section 410, after (i) the conditions of Section 404 or 405
have been satisfied with respect to the Securities of a particular series, (ii)
the Issuer has paid or caused to be paid all other sums payable hereunder by the
Issuer and (iii) the Issuer has delivered to the Trustee for the Securities of
that series an Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent referred to in clause (i) above relating to the
satisfaction and discharge of this Indenture have been complied with, the
Trustee for the Securities of that series upon written request shall acknowledge
in writing the discharge of all of the Issuer's obligations under this Indenture
except for those surviving obligations specified in this Article Four.

Section 408. Application of Trust Moneys.

         All money and Government Obligations deposited with the Trustee for the
Securities of a particular series pursuant to Section 404 or 405 in respect of
the Securities of that series shall be held in trust and applied by it, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of the Securities of all sums due and to become due
thereon for principal (and premium, if any) and interest, if any, but such money
need not be segregated from other funds except to the extent required by law.

         The Issuer shall pay and indemnify the Trustee for the Securities of a
particular series against any tax, fee or other charge imposed on or assessed
against the Government Obligations deposited pursuant to Section 404 or 405 with
respect to the Securities of that series or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of outstanding Securities of that series.

Section 409. Repayment to the Issuer; Unclaimed Money.

         The Trustee and any Paying Agent for a series of Securities shall
promptly pay or return to the Issuer upon Issuer Order any cash or Government
Obligations held by them at any time that are not required for the payment of
the principal of (and premium, if any) and interest, if any, on the Securities
for which cash or Government Obligations have been deposited pursuant to Section
404 or 405.

         Any money deposited with the Trustee or any Paying Agent for the
Securities of any series, or then held by the Issuer, in trust for the payment
of the principal of (and premium, if any) and interest, if any, on any Security
of any particular series and remaining unclaimed for two years after such
principal (and premium, if any) and interest, if any, has become due and payable
shall, unless otherwise required by mandatory provisions of applicable escheat,
or abandoned or unclaimed property law, be paid to the Issuer on Issuer Request
or (if then held by the Issuer) shall be discharged from such trusts; and the
Holder of such Security shall, thereafter, as an unsecured general creditor,
look only to the Issuer for payment thereof, and all liability of such Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Issuer as trustee thereof, shall thereupon cease; provided, however, that such
Trustee or such Paying Agent, before being required to make any such repayment
may give written notice to the Holder of such Security in the manner set forth
in Section 106, 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 shall, unless
otherwise required by mandatory provisions of applicable escheat, or abandoned
or unclaimed property law, be repaid to the Issuer, as the case may be.

                                       28

Section 410. Reinstatement.

         If the Trustee or Paying Agent for a series of Securities is unable to
apply any cash or Government Obligations, as the case may be, in accordance with
Section 402, 403, 404 or 405 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Issuer's obligations
under this Indenture and the Securities of that series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 402, 403, 404
or 405 until such time as the Trustee or Paying Agent for that series is
permitted to apply all such cash or Government Obligations in accordance with
Section 402, 403, 404 or 405; provided, however, that if the Issuer has made any
payment of principal (and premium, if any) and interest, if any, on any
Securities because of the reinstatement of its obligations, the Issuer shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the cash or Government Obligations, as the case may be, held by
such Trustee or Paying Agent.

                                  ARTICLE FIVE

                                    REMEDIES

Section 501. Events of Default.

         "Event of Default" means, wherever used herein with respect to any
particular series of Securities, any one of the following events and such other
events as may be established with respect to the Securities of such series as
contemplated by Section 301 (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
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 installment of interest upon any
         Security of that series when it becomes due and payable, and
         continuance of such default for a period of 30 days; or

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

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

              (4) default in the performance of, or breach of, any covenant or
         warranty of the Issuer or any of the Guarantors in respect of any
         Security of that series contained in this Indenture or in such
         Securities (other than a covenant a default in whose performance or
         whose breach is elsewhere in this Section 501 specifically dealt with)
         and continuance of such default or breach for a period of 60 days after
         there has been given, by registered or certified mail, to the Issuer by
         the Trustee for the Securities of such series or to the Issuer and such
         Trustee by the Holders of at least 25% in principal amount of the
         Outstanding Securities of that series a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder; or

                                       29

              (5) a default under any bond, debenture, note or other evidence of
         indebtedness of the Issuer and/or any of the Guarantors or under any
         mortgage, indenture or other instrument of the Issuer or any of the
         Guarantors (including a default with respect to Securities of any
         series other than that series) under which there may be issued or by
         which there may be secured any indebtedness of the Issuer and/or any of
         the Guarantors (or by any of their respective Subsidiaries, the
         repayment of which the Issuer or any of the Guarantors have guaranteed
         or for which the Issuer or any of the Guarantors are directly
         responsible or liable as obligor or guarantor), whether such
         indebtedness now exists or shall hereafter be created, which default
         shall constitute a failure to pay an aggregate principal amount
         exceeding $25,000,000 of such indebtedness when due and payable which
         shall continue after the expiration of any applicable grace period with
         respect thereto or shall have resulted in such indebtedness in an
         aggregate principal amount exceeding $25,000,000 becoming or being
         declared due and payable prior to the date on which it would otherwise
         have become due and payable, without such indebtedness having been
         discharged, or such acceleration having been rescinded or annulled,
         within a period of 10 days after there shall have been given, by
         registered or certified mail, to the Issuer by the Trustee or to the
         Issuer and the Trustee by the Holders of at least 25% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default and requiring the Issuer or such Guarantors, as
         the case may be, to cause such indebtedness to be discharged or cause
         such acceleration to be rescinded or annulled and stating that such
         notice is a "Notice of Default" hereunder; or

              (6) the Issuer, the Parent Guarantor, any Subsidiary Guarantor or
         any of the other Significant Subsidiaries of the Issuer shall commence
         any case or proceeding seeking to have an order for relief entered on
         its behalf as debtor or to adjudicate it as bankrupt or insolvent or
         seeking reorganization, liquidation, dissolution, winding-up,
         arrangement, composition or readjustment of its debts or any other
         relief under any bankruptcy, insolvency, reorganization, liquidation,
         dissolution, arrangement, composition, readjustment of debt or other
         similar act or law of any jurisdiction, domestic or foreign, now or
         hereafter existing; or the Issuer, the Parent Guarantor, any Subsidiary
         Guarantor or any of the other Significant Subsidiaries of the Issuer
         shall apply for a receiver, custodian or trustee (other than any
         trustee appointed as a mortgagee or secured party in connection with
         the issuance of indebtedness for borrowed money of the Issuer) of it or
         for all or a substantial part of its property; or the Issuer, the
         Parent Guarantor, any Subsidiary Guarantor or any of the other
         Significant Subsidiaries of the Issuer shall make a general assignment
         for the benefit of creditors; or the Issuer, the Parent Guarantor, any
         Subsidiary Guarantor or any of the other Significant Subsidiaries of
         the Issuer shall take any corporate action in furtherance of any of the
         foregoing; or

              (7) an involuntary case or other proceeding shall be commenced
         against the Issuer, the Parent Guarantor, any Subsidiary Guarantor or
         any of the other Significant Subsidiaries of the Issuer with respect to
         it or its debts under any bankruptcy, insolvency or other similar law
         now or hereafter in effect seeking the appointment of a trustee,
         receiver, liquidator, custodian or similar official of the Issuer, the
         Parent Guarantor, any Subsidiary Guarantor or any of the other
         Significant Subsidiaries of the Issuer or any substantial part of their
         respective property; and such case or other proceeding (A) results in
         the entry of an order for relief or a similar order against the Issuer,
         the Parent Guarantor, any Subsidiary Guarantor or any of the other
         Significant Subsidiaries of the Issuer or (B) shall continue unstayed
         and in effect for a period of 60 consecutive days;

                                       30

              (8) except as otherwise permitted herein, any Guarantee by the
         Parent Guarantor or a Significant Subsidiary of the Securities of any
         series shall be 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 Parent Guarantor or any Subsidiary Guarantor that is a
         Significant Subsidiary, or any person acting on behalf of any such
         Guarantor, shall deny or disaffirm its obligations under its Guarantee
         with respect to Securities of that series; or

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

Section 502. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to any particular series of
Securities occurs and is continuing (other than an Event of Default described in
Section 501(6) or (7) with respect to the Issuer, the Parent Guarantor, any
Subsidiary Guarantor or any other Significant Subsidiary of the Issuer), then
and in every such case either the Trustee for the Securities of such series or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the entire principal amount (or, in the
case of OID Securities, such lesser amount as may be provided for in the terms
of that series) of all the Securities of that series, to be due and payable
immediately, by a notice in writing to the Issuer and the Parent Guarantor (and
to such Trustee if given by Holders), and upon any such declaration of
acceleration such principal or such lesser amount, as the case may be, together
with accrued interest and all other amounts owing hereunder, shall become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived.

         If any Event of Default specified in Section 501(6) or (7) occurs with
respect to the Issuer, the Parent Guarantor, any Subsidiary Guarantor or any
other Significant Subsidiary of the Issuer, all of the unpaid principal amount
(or, if the Securities of any series then outstanding are OID Securities, such
lesser amount as may be provided for in the terms of that series) and accrued
interest on all Securities of each series then outstanding shall ipso facto
become and be immediately due and payable without any declaration or other act
by the Trustee or any Holder.

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

              (1) the Issuer or any of the Guarantors has paid or deposited with
         such Trustee a sum sufficient to pay in the currency or currency unit
         in which the Securities of such series are payable (except as otherwise
         specified pursuant to Section 301 for the Securities of such series):

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

              (B)   the principal of (and premium, if any, on) any Securities of
                    that series which have become due otherwise than by such
                    declaration of acceleration and interest thereon from the
                    date such principal became due at a rate per annum equal to
                    the rate borne by the Securities of such series (or, in the
                    case of OID Securities, the Securities' Yield to Maturity),
                    to the extent that the payment of such interest shall be
                    legally enforceable;

              (C)   to the extent that payment of such interest is lawful,
                    interest upon overdue interest at a rate per annum equal to
                    the rate borne by the Securities of such series (or, in the
                    case of OID Securities, the Securities' Yield to Maturity);
                    and

                                       31

              (D)   all sums paid or advanced by such Trustee hereunder and the
                    reasonable compensation, expenses, disbursements and
                    advances of such Trustee, its agents and counsel and all
                    other amounts due to such Trustee under Section 607;

         and

              (2) all Events of Default with respect to the Securities of such
         series, other than the nonpayment of the principal of Securities of
         that series which has become due solely by such 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 Issuer and the Guarantors covenant that if:

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

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

the Issuer and the Guarantors shall, upon demand of the Trustee for the
Securities of such series, pay to the Trustee, for the benefit of the Holders of
such Securities, the whole amount then due and payable on such Securities for
principal (and premium, if any) and interest, if any, with interest upon the
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of interest
at a rate per annum equal to the rate borne by such Securities (or, in the case
of OID Securities, the Securities' Yield to Maturity); and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of such Trustee, its agents and counsel and all other amounts due to
such Trustee under Section 607.

         If the Issuer or the Guarantors fail to pay such amounts forthwith upon
such demand, such Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding against the Issuer or any of the Guarantors
for the collection of the sums so due and unpaid, and may prosecute such
proceedings to judgment or final decree, and may enforce the same against the
Issuer or any of the Guarantors or any other obligor upon the Securities 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 Issuer or any of the Guarantors or
any other obligor upon the Securities of such series, wherever situated.

         If an Event of Default with respect to Securities of any particular
series occurs and is continuing, the Trustee for the Securities of such series
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of that series by such appropriate judicial
proceedings as such 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 relating to the Issuer, any of the Guarantors or any other
obligor upon the Securities of any series or the property of the Issuer, any of
the Guarantors or of such other obligor or their creditors, the Trustee for the
Securities of such series (irrespective of whether the principal (or, if the
Securities of such series are OID Securities, such amount as may be due and
payable with respect to such Securities pursuant to a declaration in accordance
with Section 502) of any Security of such series shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether
such Trustee shall have made any demand on the Issuer for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

                                       32

              (i) to file and prove a claim for the whole amount of principal
         (or, if the Securities of such series are OID Securities, such amount
         as may be due and payable with respect to such Securities pursuant to a
         declaration in accordance with Section 502) (and premium, if any) and
         interest, if any, owing and unpaid in respect of the Securities of such
         series and to file such other papers or documents as may be necessary
         or advisable in order to have the claims of such Trustee (including any
         claim for the reasonable compensation, expenses, disbursements and
         advances of such Trustee, its agents and counsel and all other amounts
         due to such Trustee under Section 607) and of the Holders of the
         Securities of such series 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 receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder of
Securities to make such payments to such Trustee, and in the event that such
Trustee shall consent to the making of such payments directly to the Holders of
Securities, to pay to such Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of such Trustee, its agents
and counsel, and any other amounts due such Trustee under Section 607.

         Nothing herein contained shall be deemed to authorize the Trustee for
the Securities of any series to authorize or consent to or accept or adopt on
behalf of any Holder of a Security any plan of reorganization, arrangement,
adjustment or composition affecting the Securities of such series or the rights
of any Holder thereof, or to authorize the Trustee for the Securities of any
series to vote in respect of the claim of any Holder in any such proceeding for
the election of a trustee in bankruptcy or other person performing similar
functions.

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

         All rights of action and claims under this Indenture or the Securities
of any series may be prosecuted and enforced by the Trustee for the Securities
of any series without the possession of any of the Securities of such series or
the production thereof in any proceeding relating thereto, and any such
proceeding instituted by such 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 such Trustee, its agents and counsel and all other amounts due to
such Trustee under Section 607, be for the ratable benefit of the Holders of the
Securities of such series in respect of which such judgment has been recovered.

                                       33

Section 506. Application of Money Collected.

         Any money collected by the Trustee for the Securities of any series
pursuant to this Article Five with respect to the Securities of such series
shall be applied in the following order, at the date or dates fixed by such
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest, if any, upon presentation of the Securities of
such series, 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 such Trustee under
         Section 607;

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

              THIRD: The balance, if any, to the Issuer.

Section 507. Limitation on Suits.

         No Holder of any Security of any particular 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) an Event of Default with respect to that series shall have
         occurred and be continuing and such Holder shall have previously given
         written notice to the Trustee for the Securities of such series of such
         default and the continuance thereof;

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

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

              (4) such 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 such Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Securities of that
         series;

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

Section 508. Unconditional Right of Holders to Receive Principal (and Premium,
             if any) and Interest, if any.

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

                                       34

Section 509. Restoration of Rights and Remedies.

         If the Trustee for the Securities of any series or any Holder of a
Security 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 such Trustee or to such Holder, then and in
every such case the Issuer, the Guarantors, such Trustee and the Holders of
Securities 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 such Trustee and such Holders shall continue as
though no such proceeding had been instituted.

Section 510. Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
for the Securities of any series or to the Holders of Securities 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 for the Securities of any series or
of any Holder of any Security of such series to exercise any right or remedy
accruing upon any Event of Default with respect to the Securities of such series
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 Five or by law to such Trustee for the Securities of any series or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by such Trustee or by the Holders, as the case may be.

Section 512. Control by Holders.

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

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

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

              (3) such Trustee need not take any action which might expose it to
         personal liability, without the receipt of reasonable indemnity from
         Holders requesting such action, or be unduly prejudicial to the Holders
         of Securities of such series not joining therein.

                                       35

Section 513. Waiver of Past Defaults.

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

              (1) a default in the payment of the principal of (or premium, if
         any) or interest, if any, on any Security of that series; or

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

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

Section 514. Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security 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 the Securities of any
series 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 and expenses, 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 514 shall not apply to any
suit instituted by the Trustee for the Securities of any series, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any particular
series or to any suit instituted by any Holder of any Security for the
enforcement of the payment of the principal of (or premium, if any) or interest,
if any, on any Security of such series on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

Section 515. Waiver of Stay or Extension Laws.

         The Issuer and the Guarantors covenant (to the extent that they may
lawfully do so) that they shall not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any 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 Issuer and
the Guarantors (to the extent that they may lawfully do so) hereby expressly
waive all benefit or advantage of any such law, and covenants that it shall not
hinder, delay or impede the execution of any power herein granted to the Trustee
for any series of Securities, but shall suffer and permit the execution of every
such power as though no such law had been enacted.

                                       36

                                  ARTICLE SIX

                                  THE TRUSTEE

Section 601. Certain Duties and Responsibilities.

         (a) Except during the continuance of an Event of Default with respect
to the Securities of any series for which the Trustee is serving as such,

              (1) such Trustee undertakes to perform such duties and only such
         duties as are specifically set forth in this Indenture, and no implied
         covenants or obligations shall be read into this Indenture against such
         Trustee; and

              (2) in the absence of negligence, bad faith or willful misconduct
         on its part, such 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 such Trustee and conforming to
         the requirements of this Indenture; but in the case of any such
         certificates or opinions which by any provisions hereof are
         specifically required to be furnished to such Trustee, such Trustee
         shall be under a duty to examine the same to determine whether or not
         they conform to the requirements of this Indenture (but need not
         confirm or investigate the accuracy of any mathematical calculations or
         other facts stated therein).

         (b) In case an Event of Default with respect to a series of Securities
has occurred and is continuing, the Trustee for the Securities of such series
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 man would
exercise or use under the circumstances in the conduct of his own affairs.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee for Securities of any series from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

              (1) this Subsection shall not be construed to limit the effect of
         Subsection (a) of this Section 601;

              (2) such Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it shall be proved
         that the Trustee was negligent in ascertaining the pertinent facts;

              (3) such Trustee shall not be liable with respect to any action
         taken, suffered or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of a majority in principal
         amount of the Outstanding Securities of any particular series,
         determined as provided in Section 512, relating to the time, method and
         place of conducting any proceeding for any remedy available to such
         Trustee, or exercising any trust or power conferred upon such Trustee,
         under this Indenture with respect to the Securities of that series; and

              (4) no provision of this Indenture shall require the Trustee for
         any series of Securities 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.

                                       37

         (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee for any series of Securities shall be
subject to the provisions of this Section 601.

Section 602. Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to Securities of any particular series, the Trustee for the Securities
of such series shall give to Holders of Securities of that series, in the manner
set forth in Section 106, notice of such default known to such 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, if any) or
interest, if any, on any Security of that series, or in the deposit of any
sinking fund payment with respect to Securities of that series, such Trustee
shall be protected in withholding such notice if and so long as a trust
committee of directors and/or Responsible Officers of such Trustee in good faith
determines that the withholding of such notice is in the interest of the Holders
of Securities of that series. For the purpose of this Section 602, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of that series.

Section 603. Certain Rights of Trustee.

         Except as otherwise provided in Section 601:

         (a) the Trustee for any series of Security may conclusively rely and
         shall be protected in acting or refraining from acting upon any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, discretion, consent, order, bond, debenture or other
         paper or document (whether in original or facsimile form) believed by
         it to be genuine and to have been signed or presented by the proper
         party or parties;

         (b) any request or direction of the Issuer mentioned herein shall be
         sufficiently evidenced by an Issuer Request or Issuer Order (other than
         delivery of any Security 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 of the
         Issuer may be sufficiently evidenced by a Board Resolution;

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

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

         (e) such 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 Securities of any series pursuant to
         this Indenture for which it is acting as Trustee, unless such Holders
         shall have offered to such 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;

                                       38

         (f) such 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, discretion, consent,
         order, bond, debenture or other paper or document, but such Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters at it may see fit, and, if such Trustee shall
         determine to make such further inquiry or investigation, it shall be
         entitled to examine the books, records and premises of the Issuer or
         the Guarantors, personally or by agent or attorney at the sole cost of
         the Issuer and the Guarantors and shall incur no liability of any kind
         by reason of such inquiry or investigation;

         (g) the Trustee may employ or retain such counsel, accountants,
         appraisers or other experts or advisers as it may reasonably require
         for the purpose of determining and discharging its rights and duties
         hereunder and shall not be responsible for any misconduct on the part
         of any of them;

         (h) the Trustee shall not be liable for any action taken, suffered, or
         omitted to be taken by it in good faith and reasonably believed by it
         to be authorized or within the discretion or rights or powers conferred
         upon it by this Indenture;

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

         (j) the rights, privileges, protections, immunities and benefits given
         to the Trustee, including, without limitation, its right to be
         indemnified, are extended to, and shall be enforceable by, the Trustee
         in each of its capacities hereunder, and each agent, custodian and
         other Person employed to act hereunder;

         (k) the Trustee may request that the Issuer deliver an Officers'
         Certificate setting forth the names of individuals and/or titles of
         officers authorized at such time to take specified actions pursuant to
         this Indenture, which Officers' Certificate may be signed by any person
         authorized to sign an Officers' Certificate, including any person
         specified as so authorized in any such certificate previously delivered
         and not superseded; and

         (l) the Trustee shall not be responsible or liable for special,
         indirect, or consequential loss or damage of any kind whatsoever
         (including, but not limited to, loss or profit) irrespective of whether
         the Trustee has been advised of the likelihood of such loss or damage
         and regardless of the form of action.

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

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication thereof, shall be taken as the
statements of the Issuer or the Guarantors, as the case may be, and neither the
Trustee for any series of Securities, nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee for any series of Securities
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities of any series, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities, and perform its obligations hereunder and that the statements made
by it in a Statement of Eligibility on Form T-1 supplied to the Issuer are true
and correct, subject to the qualifications set forth therein. Neither the
Trustee for any series of Securities nor any Authenticating Agent shall be
accountable for the use or application by the Issuer or the Guarantors of
Securities or the proceeds thereof.

                                       39

Section 605. May Hold Securities.

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

Section 606. Money Held in Trust.

         Money held by the Trustee for any series of Securities in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee for any series of Securities shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed with
the Issuer or any of the Guarantors in writing, as the case may be.

Section 607. Compensation and Reimbursement.

         The Issuer and each of the Guarantors, jointly and severally, agree:

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

              (2) except as otherwise expressly provided herein, to reimburse
         the Trustee for any series of Securities in Dollars upon its request
         for all reasonable expenses, disbursements and advances incurred or
         made by such 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 shall be determined to have been caused by
         its own negligence, bad faith or willful misconduct; and

              (3) to indemnify such Trustee and its agents in Dollars for, and
         to hold them harmless against, any loss, damage, claims, liability or
         expense incurred without negligence, bad faith or willful misconduct on
         their part, arising out of or in connection with the acceptance or
         administration of this trust, including the costs and expenses of
         defending themselves against any claim, whether asserted by the Issuer,
         any of the Guarantors or any Holder or any other Person, or liability
         in connection with the exercise or performance of any of their powers
         or duties hereunder.

         As security for the performance of the obligations of the Issuer and
the Guarantors under this Section 607, the Trustee for any series of Securities
shall have a lien prior to the Securities upon all property and funds held or
collected by such Trustee as such, except funds held in trust for the payment of
principal of (and premium, if any) or interest, if any, on particular
Securities.

         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.

         The benefits of this Section 607 shall survive termination of this
Indenture and resignation or removal of the Trustee.

                                       40

Section 608. Disqualification; Conflicting Interests.

         The Trustee for the Securities shall be subject to the provisions of
Section 310(b) of the Trust Indenture Act during the period of time required
thereby. Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the penultimate paragraph of Section
310(b) of the Trust Indenture Act. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded Securities
of any particular series of Securities other than that series.

Section 609. Corporate Trustee Required; Different Trustees for Different
             Series; Eligibility.

         There shall at all times be a Trustee hereunder which shall be:

                  (i) a corporation or banking company organized and doing
         business under the laws of the United States of America, any state
         thereof, or the District of Columbia, authorized under such laws to
         exercise corporate trust powers, and subject to supervision or
         examination by Federal or State authority; or

                  (ii) a corporation or other Person organized and doing
         business under the laws of a foreign government that is permitted to
         act as Trustee pursuant to a rule, regulation, or other order of the
         Commission, authorized under such laws to exercise corporate trust
         powers, and subject to supervision or examination by authority of such
         foreign government or a political subdivision thereof substantially
         equivalent to supervision or examination applicable to United States
         institutional trustee, having 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 to requirements of the aforesaid
         supervising or examining authority, then for the purposes of this
         Section 609, 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.

                  (iii) None of the Issuer, any Guarantor or any Person directly
         or indirectly controlling, controlled by, or under the common control
         of the Issuer or any Guarantor shall serve as Trustee for the
         Securities. If at any time the Trustee shall cease to be eligible in
         accordance with the provisions of this Section 609, it shall resign
         immediately in the manner and with the effect hereunder specified in
         this Article Six.

Section 610. Resignation and Removal; Appointment of Successor.

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

         (b) The Trustee for the Securities of any series may resign at any time
with respect to the Securities of such series by giving written notice thereof
to the Issuer. If the instrument of acceptance by a successor Trustee required
by Section 611 shall not have been delivered to the Trustee for the Securities
of such series within 60 days after the giving of such notice of resignation,
the resigning Trustee may petition at the expense of the Issuer any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

                                       41

         (c) The Trustee for the Securities of any series may be removed at any
time with respect to the Securities of such series by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series,
delivered to such Trustee and to the Issuer. If the instrument of acceptance by
a successor Trustee required by Section 611 shall not have been delivered to the
Trustee for the Securities of such series within 60 days after the giving of
such notice of removal, the removed Trustee may petition at the expense of the
Issuer any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

         (d) If at any time:

              (1) the Trustee for the Securities of any series shall fail to
         comply with Section 310(b) of the Trust Indenture Act pursuant to
         Section 608 hereof after written request therefor by the Issuer or by
         any Holder who has been a bona fide Holder of a Security of such series
         for at least six months, unless the Trustee's duty to resign is stayed
         in accordance with the provisions of Section 310(b) of the Trust
         Indenture Act; or

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

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

         then, in any such case, (i) the Issuer by a Board Resolution may remove
         such Trustee and appoint a successor Trustee or (ii) subject to Section
         514, any Holder who has been a bona fide Holder of a Security of such
         series for at least six months may, on behalf of himself and all others
         similarly situated, petition any court of competent jurisdiction for
         the removal of such Trustee and the appointment of a successor Trustee.

         (e) If the Trustee for the Securities of any series shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the office
of Trustee for the Securities of any series for any cause, the Issuer, by a
Board Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of such series and shall comply with the applicable requirements of
Section 611. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of such series shall have not been appointed by the
Issuer pursuant to this Section 610, then a successor Trustee may be appointed
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Issuer and the retiring Trustee. If
no successor Trustee for the Securities of such series shall have been so
appointed by the Issuer or the Holders and shall have accepted appointment in
the manner required by Section 611, and if such Trustee to be replaced is still
incapable of acting, any Holder who has been a bona fide Holder of a Security of
such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

         (f) The Issuer shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series in the
manner and to the extent provided in Section 106. Each notice shall include the
name of the successor Trustee with respect to the Securities of that series and
the address of its Corporate Trust Office.

                                       42

Section 611. Acceptance of Appointment by Successor.

         (a) Every such successor Trustee appointed hereunder with respect to
the Securities of any series shall execute, acknowledge and deliver to the
Issuer and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Issuer 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.

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

         (c) Upon request of any such successor Trustee, the Issuer and the
Guarantors 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 Subsections (a) or (b) of this Section 611, as the case
may be.

         (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee for the Securities of any series
shall be qualified and eligible under this Article Six.

                                       43

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

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

Section 613. Preferential Collection of Claims Against Issuer and the
             Guarantors.

         The Trustee is subject to Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated.

Section 614. Authenticating Agents.

         At any time when any of the Securities of any series remain
Outstanding, the Trustee for the Securities of such series may, subject to its
sole discretion, appoint one or more Authenticating Agents with respect to the
Securities of such series, which may include the Issuer, any of the Guarantors
or any Affiliate of the Issuer or any of the Guarantors, with power to act on
the Trustee's behalf and subject to its discretion in the authentication and
delivery of Securities of such series in connection with transfers and exchanges
under Sections 304, 305 and 1107 as fully to all intents and purposes as though
such Authenticating Agent had been expressly authorized by those Sections of
this Indenture to authenticate and deliver Securities of such series. For all
purposes of this Indenture, the authentication and delivery of Securities of
such series by an Authenticating Agent for such Securities pursuant to this
Section 614 shall be deemed to be authentication and delivery of such Securities
"by the Trustee" for the Securities of such series. Any such Authenticating
Agent shall at all times be a corporation organized and doing business under the
laws of the United States or of any State, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually pursuant to law or the requirements of such supervising or examining
authority, then for the purposes of this Section 614 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 an Authenticating Agent for any series of Securities shall cease to be
eligible in accordance with the provisions of this Section 614, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 614.

         Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 614, without the execution or filing of any paper or any further act on
the part of the parties hereto or the Authenticating Agent or such successor
corporation.

                                       44

         Any Authenticating Agent for any series of Securities may resign at any
time by giving written notice of resignation to the Trustee for such series and
to the Issuer. The Trustee for any series of Securities may at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Issuer in the manner set
forth in Section 105. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent for any series of
Securities shall cease to be eligible under this Section 614, the Trustee for
such series may appoint a successor Authenticating Agent, shall give written
notice of such appointment to the Issuer and shall give written notice of such
appointment to all Holders of Securities of such series 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. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 614.

         If an appointment with respect to one or more series of Securities is
made pursuant to this Section 614, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certification of authentication,
an alternate certificate of authentication in the following form:

         "This is one of the Securities of the series designated therein
described in the within-mentioned Indenture.

________________________, as Trustee

By ____________________________________     By_________________________________
   As Authenticating Agent                    Authorized Signatory"

                                 ARTICLE SEVEN

              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE ISSUER

Section 701. Issuer to Furnish Trustee Names and Addresses of Holders.

         With respect to each particular series of Securities, the Issuer shall
furnish or cause to be furnished to the Trustee for the Securities of such
series,

         (a) semi-annually, not more than 15 days after each Regular Record Date
relating to Securities of each series at the time Outstanding (or, if there is
no Regular Record Date relating to that series, on June 30 and December 31), a
list, in such form as such Trustee may reasonably require, containing all the
information in the possession or control of the Issuer or any of its Paying
Agents other than such Trustee as to the names and addresses of the Holders of
that series as of such dates, and

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

excluding from any such list names and addresses received by such Trustee in its
capacity as Security Registrar for the Securities of such series, if so acting.

Section 702. Preservation of Information; Communications to Holders.

         (a) The Trustee for each series of Securities shall preserve, in as
current a form as is reasonably practicable, the names and addresses of Holders
of the Securities of such series contained in the most recent lists furnished to
such Trustee as provided in Section 701 and the names and addresses of Holders
of the Securities of such series received by such Trustee in its capacity as
Security Registrar for such series, if so acting. The Trustee for each series of
Securities may destroy any list relating to such series of Securities furnished
to it as provided in Section 701 upon receipt of a new list relating to such
series so furnished.

                                       45

         (b) If three or more Holders of Securities of any particular series
(hereinafter referred to as "applicants") apply in writing to the Trustee for
the Securities of any such series, and furnish to such Trustee reasonable proof
that each such applicant has owned a Security of that series for a period of at
least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of
Securities of that series with respect to their rights under this Indenture or
under the Securities of that series and is accompanied by a copy of the form of
proxy or other communication which such applicants propose to transmit, then
such Trustee shall, within five Business Days after the receipt of such
application, at its election, either:

                    (i) afford such applicants access to the information
              preserved at the time by such Trustee in accordance with Section
              702(a); or

                    (ii) inform such applicants as to the approximate number of
              Holders of Securities of that series whose names and addresses
              appear in the information preserved at the time by such Trustee in
              accordance with Section 702(a), and as to the approximate cost of
              mailing to such Holders the form of proxy or other communication,
              if any, specified in such application.

         If any such Trustee shall elect not to afford such applicants access to
that information, such Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of that series whose name and
address appears in the information preserved at the time by such Trustee in
accordance with Section 702(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to such Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender, such Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of such Trustee, such
mailing would be contrary to the best interests of the Holders of Securities of
that series or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, such Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise such Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

         (c) Every Holder of Securities of each series, by receiving and holding
the same, agrees with the Issuer, the Guarantors and the Trustee for the
Securities of such series that none of the Issuer, the Guarantors, such Trustee
or their respective agents shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Holders of the
Securities of such series in accordance with Section 702(b), 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 Section 702(b).

Section 703. Reports by Trustee.

         (a) Within 60 days after May 15 of each year, the Trustee for the
Securities of each series shall mail to each Holder of the Securities of such
series entitled to receive reports pursuant to Section 704(3), a brief report
dated as of such date that complies with Section 313(a) of the Trust Indenture
Act. The Trustee for the Securities of each series shall also comply with
Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act.

                                       46

         (b) At the time that the Trustee for the Securities of each series
mails such a report to the Holders of Securities of such series, each such
Trustee shall file a copy of that report with the Commission and with each stock
exchange on which the Securities of that series are listed. The Issuer shall
provide notice to the appropriate Trustee when the Securities of any series are
listed on any stock exchange.

Section 704. Reports by Issuer and the Parent Guarantor.

         So long as any of the Securities remain outstanding, each of the Issuer
and the Parent Guarantor shall (1) within 15 days of filing with the Commission
file with the Trustee for each series of Securities copies of all annual
reports, quarterly reports and other documents (or copies of such portions of
any of the foregoing as the Commission may by rules and regulations prescribe)
which each of the Issuer and the Parent Guarantor is required to file with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act. If either the
Issuer and the Parent Guarantor, as the case may be, is not subject to the
requirements of such Section 13(a) or 15(d), the Issuer or the Parent Guarantor,
as the case may be, shall nevertheless continue to (1) file such reports and
other documents with the Commission (unless the Commission will not accept such
filings) on or prior to the respective dates (the "Required Filing Dates") by
which the Issuer or the Parent Guarantor, as the case may be, would have been
required so to file such documents if it were so subject, (2) within 15 days of
the Required Filing Dates, (A) transmit by mail to all Holders, as their names
and addresses appear in the Security Register, without cost to such Holders and
(B) file with the Trustee for each series of Securities copies of such reports
and other documents and (3) promptly upon written request and payment of the
reasonable cost of duplication and delivery, supply copies of such reports and
other documents to any prospective Holder.

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

         Delivery of such reports, information and documents to the Trustee
shall be for information purposes only and the Trustee's receipt of such shall
not, in the absence of negligence, bad faith or willful misconduct on its part,
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                 ARTICLE EIGHT

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 801. Issuer May Consolidate, Etc., Only on Certain Terms.

         The Issuer shall not consolidate with or merge into any other Person or
convey, lease or transfer all or substantially all of its assets to any Person
unless:

              (1) either the Issuer shall be the continuing entity or the entity
         (if other than the Issuer) formed by such consolidation or into which
         the Issuer is merged or the Person which acquires by conveyance, lease
         or transfer all or substantially all of the assets of the Issuer shall
         be a Person organized and existing under the laws of the United States
         of America, any State thereof or the District of Columbia, and shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee for each series of Securities, in form
         reasonably satisfactory to each such Trustee, the due and punctual
         payment of the principal of (and premium, if any) and interest, if any,
         (including all additional amounts, if any, payable pursuant to Section
         1011) on all the Securities and the performance of every covenant of
         this Indenture on the part of the Issuer to be performed or observed;

                                       47

              (2) immediately after giving effect to such transaction, no Event
         of Default with respect to any series of Securities, and no event
         which, after notice or lapse of time, or both, would become an Event of
         Default with respect to any series of Securities, shall have happened
         and be continuing;

              (3) the Issuer has delivered to the Trustee for each series of
         Securities an Officers' Certificate and an Opinion of Counsel each
         stating that such consolidation, merger, conveyance, lease or transfer
         and such supplemental indenture comply with this Article Eight and that
         all conditions precedent herein provided for relating to such
         transaction have been complied with.

Section 802. Successor Person Substituted for the Issuer.

         Upon any consolidation or merger, or any conveyance, lease or transfer
of all or substantially all of the assets of the Issuer in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Issuer is merged or to which such conveyance, lease or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer under this Indenture with the same effect as if such successor Person
had been named as the Issuer herein and thereafter the predecessor Person shall
be relieved of all obligations and covenants under this Indenture, the
Securities and, in the event of any such consolidation, merger, conveyance,
lease or transfer, the Issuer as the predecessor Person may thereupon or at any
time thereafter be dissolved, wound up, or liquidated.

Section 803. Parent Guarantor May Consolidate, Etc., Only on Certain Terms.

         The Parent Guarantor shall not consolidate with or merge into any other
Person or convey, lease or transfer all or substantially all of its assets to
any Person unless:

              (1) either the Parent Guarantor shall be the continuing entity or
         the entity (if other than the Parent Guarantor) formed by such
         consolidation or into which the Parent Guarantor is merged or the
         Person which acquires by conveyance, lease or transfer all or
         substantially all of the assets of the Parent Guarantor shall be a
         Person organized and existing under the laws of the United States of
         America, any State thereof or the District of Columbia, and shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee for each series of Securities, in form
         reasonably satisfactory to each such Trustee, the due and punctual
         payment of the principal of (and premium, if any) and interest, if any,
         (including all additional amounts, if any, payable pursuant to Section
         1011) on all the Securities and the performance of every covenant of
         this Indenture on the part of the Parent Guarantor to be performed or
         observed;

              (2) immediately after giving effect to such transaction, no Event
         of Default with respect to any series of Securities, and no event
         which, after notice or lapse of time, or both, would become an Event of
         Default with respect to any series of Securities, shall have happened
         and be continuing;

              (3) the Parent Guarantor has delivered to the Trustee for each
         series of Securities an Officers' Certificate and an Opinion of Counsel
         each stating that such consolidation, merger, conveyance, lease or
         transfer and such supplemental indenture comply with this Article Eight
         and that all conditions precedent herein provided for relating to such
         transaction have been complied with.

                                       48

Section 804. Successor Person Substituted for the Parent Guarantor.

         Upon any consolidation or merger, or any conveyance or transfer of all
or substantially all of the assets of the Parent Guarantor in accordance with
Section 803, the successor Person formed by such consolidation or into which the
Parent Guarantor is merged or to which such conveyance, lease or transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Parent Guarantor under this Indenture with the same effect as if
such successor Person had been named as the Parent Guarantor herein and
thereafter the predecessor Person shall be relieved of all obligations and
covenants under this Indenture, the Securities and, in the event of any such
consolidation, merger, conveyance, lease or transfer, the Parent Guarantor as
the predecessor Person may thereupon or at any time thereafter be dissolved,
wound up, or liquidated.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures Without Consent of Holders.

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

              (1) to evidence the succession of another Person to the Issuer or
         any of the Guarantors and the assumption by any such successor of the
         covenants of the Issuer or such Guarantor, as the case may be, herein
         and in the Securities; or

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

              (3) to add any additional Events of Default with respect to any or
         all series of Securities (and, if any such Event of Default applies to
         fewer than all series of Securities, stating each series to which such
         Event of Default applies); 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 limit the remedies available to the Trustee upon such
         default or may limit the right of Holders of a majority in aggregate
         principal amount of that or those series of Securities to which such
         additional Events of Default apply to waive such default; or

              (4) to pledge property to the trustee as security or the
         Securities; or

              (5) to add guarantees with respect to the Securities; or

                                       49

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

              (7) to evidence and provide for the acceptance of appointment
         hereunder of a Trustee other than The Bank of New York as Trustee for a
         series of Securities and to add to or change any of the provisions of
         this Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 609; or

              (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 6.11(b); or

              (9) to establish the form or terms of Securities of any series as
         permitted by Sections 202 and 301; or

              (10) 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 Securities pursuant to Sections 401, 402 and
         403; provided, however, that any such action shall not adversely affect
         the interests of the Holders of Securities of such series or any other
         series of Securities in any material respect; or

              (11) to add to or change or eliminate any provisions of this
         Indenture as shall be necessary or desirable in accordance with any
         amendments to the Trust Indenture Act or to maintain the qualification
         of this Indenture under the Trust Indenture Act;

              (12) 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 Securities of any
         series in any material respect

              (13) subject to Section 301, to provide for the issuance of any
         additional Securities of a series, which shall have terms substantially
         identical in all material respects to the Securities of that series (in
         each case, other than with respect to the date of issuance, issue price
         and amount of interest payable on the first Interest Payment Date
         applicable thereto), as the case may be, and which shall be treated
         together with any outstanding Securities and any previously issued
         additional Securities of that series, as a single issue of Securities.

Section 902. Supplemental Indentures With Consent of Holders.

         The Issuer and the Guarantors, when authorized by a Board Resolution,
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 such Securities under this Indenture, but only (i) as provided in
Section 901 or (ii) with the consent of the Holders of more than 50% in
aggregate principal amount of the Outstanding Securities of each series of
Securities then Outstanding affected thereby, in each case by Act of said
Holders of Securities of each such series delivered to the Issuer and the
Trustee for Securities of each such series; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

                                       50

              (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon, if any (or,
         in the case of OID Securities, reduce the rate of accretion of original
         issue discount), or any premium payable upon the redemption thereof, or
         change any obligation of the Issuer and the Guarantors to pay
         additional amounts pursuant to Section 1011 (except as contemplated by
         Section 801(1) and permitted by Section 901(1)) or reduce the amount of
         the principal of an OID Security that would be due and payable upon a
         declaration of acceleration of the Maturity thereof, or provable in
         bankruptcy, or change the Place of Payment, or the currency or currency
         unit in which any Security or the principal or 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, in the
         case of redemption, on or after the Redemption Date); or reduce or
         alter the method of computation of any amount payable upon redemption,
         repayment or purchase of any Securities by the Issuer or the Guarantors
         (or the time when such redemption, repayment or purchase may be made);

              (2) reduce the percentage in principal amount of the Outstanding
         Securities of any particular series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or reduce the requirement
         of Section 1304 for quorum or voting, or

              (3) modify or effect in any manner adverse to the Holders the
         terms and conditions of the obligations of any of the Guarantors in
         respect of the due and punctual payments of principal of, (or premium,
         if any) or interest, if any, on or any sinking fund requirements or
         additional amounts except as permitted by Section 1404, or

              (4) modify any of the provisions of this Section 902 or Section
         513 or 1011, except to increase any such percentage or to provide that
         certain other provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each Security affected thereby;
         provided, however, that this clause shall not be deemed to require the
         consent of any Holder of a Security with respect to changes in the
         references to "the Trustee" and concomitant changes in this Section 902
         and Section 1011, or the deletion of this proviso, in accordance with
         the requirements of Sections 609, 61l(b), 901(8) and 901(9).

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

         It shall not be necessary for any Act of Holders under this Section 902
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

                                       51

Section 903. Execution of Supplemental Indentures.

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

Section 904. Effect of Supplemental Indentures.

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

Section 905. Conformity With Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article Nine
shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 906. Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

                                   COVENANTS

Section 1001. Payment of Principal (and Premium, if any) and Interest, if any.

         The Issuer agrees, for the benefit of each particular series of
Securities, that it shall duly and punctually pay in the currency or currency
unit in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series) the
principal of (and premium, if any) and interest, if any, on that series of
Securities in accordance with the terms of the Securities of such series and
this Indenture. The interest, if any, due in respect of any temporary or
permanent Global Security, together with any additional amounts payable in
respect thereof, as provided in the terms and conditions of such Security, shall
be payable, subject to the conditions set forth in Section 1011, only upon
presentation of such Security to the Trustee thereof for notation thereon of the
payment of such interest.

                                       52

Section 1002. Maintenance of Office or Agency.

         The Issuer and the Guarantors shall maintain in each Place of Payment
for Securities of a series an office or agency where Securities of that series
may be presented or surrendered for payment, an office or agency where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Issuer or any of the
Guarantors with respect to the Securities of that series and this Indenture may
be served. The Issuer and the Guarantors shall give prompt written notice to the
Trustee for the Securities of that series of the location, and any change in the
location, of any such office or agency. If at any time the Issuer and the
Guarantors shall fail to maintain any such required office or agency in respect
of any series of Securities or shall fail to furnish the Trustee for the
Securities of that series with the address thereof, such presentations (to the
extent permitted by law), and surrenders of Securities of that series may be
made and notices and demands may be made or served at the Corporate Trust Office
of such Trustee.

         The Issuer and the Guarantors may also from time to time designate one
or more other offices or agencies (in or outside the Place of Payment) where the
Securities of one or more series may be presented or surrendered for any or all
of the purposes specified above in this Section 1002 and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Issuer or any of the Guarantors of
their obligation to maintain an office or agency in each Place of Payment for
such purpose. The Issuer and the Guarantors shall give prompt written notice to
the Trustee for the Securities of each series so affected of any such
designation or rescission and of any change in the location of any such office
or agency. Unless otherwise specified with respect to any Securities pursuant to
Section 301 with respect to a series of Securities, the Issuer and the
Guarantors hereby designate as a Place of Payment for each series of Securities
the office or agency of the Issuer in the Borough of Manhattan, the City of New
York, and initially appoint the Trustee at its Corporate Trust Office as Paying
Agent in such city and as their agent to receive all such presentations,
surrenders, notices and demands.

         Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a currency other than Dollars or (ii) may be payable in a currency other than
Dollars, or so long as it is required under any other provision of the
Indenture, then the Issuer shall maintain with respect to each such series of
Securities, or as so required, a Currency Determination Agent.

Section 1003. Money for Securities Payments To Be Held in Trust.

         If the Issuer or any of the Guarantors shall at any time act as its own
Paying Agent with respect to any particular series of Securities, it shall, on
or before each due date of the principal of (and premium, if any) or interest,
if any, on any of the Securities of that series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum in the currency or currency
unit in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series) sufficient
to pay the principal (and premium, if any) and interest, if any, so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and shall promptly notify the Trustee for the Securities of such
series of its action or failure so to act.

         Whenever the Issuer or any of the Guarantors shall have one or more
Paying Agents for any particular series of Securities, it shall, prior to each
due date of the principal of (and premium, if any) or interest, if any, on any
such Securities, deposit with a Paying Agent for the Securities of such series a
sum (in the currency or currency unit described in the preceding paragraph)
sufficient to pay the principal (and premium, if any) and interest, if any, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless such Paying Agent is the Trustee for the
Securities of such series) the Issuer or such Guarantor, as the case may be,
shall promptly notify such Trustee of its action or failure so to act.

                                       53

         The Issuer and the Guarantors shall cause each Paying Agent for any
particular series of Securities other than the Trustee for the Securities of
such series to execute and deliver to such Trustee an instrument in which such
Paying Agent shall agree with such Trustee, subject to the provisions of this
Section 1003, that such Paying Agent shall:

              (1) hold all sums held by it for the payment of the principal of
         (and premium, if any) or interest, if any, on Securities of that series
         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 such Trustee notice of any default by the Issuer or any
         Guarantor (or any other obligor upon the Securities) in the making of
         any payment of principal (or premium, if any) and interest, if any, on
         Securities of that series; and

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

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

Section 1004. Statements as to Compliance.

         The Issuer and the Parent Guarantor shall deliver to the Trustee for
each series of Securities, within 120 days after the end of each fiscal year, a
written statement signed by the principal executive officer, principal financial
officer or principal accounting officer of the general partner of the Issuer and
the principal executive officer, principal financial officer or principal
accounting officer of the Parent Guarantor stating that:

              (1) a review of the activities of the Issuer and the Guarantors
         during such year and of performance under this Indenture has been made
         under their supervision; and

              (2) to the best of his knowledge, based on such review, the Issuer
         and the Guarantors are compliance with all conditions and covenants
         under this Indenture.

         For purposes of this Section 1004, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture.

Section 1005. Existence.

         Subject to Article Eight, each of the Issuer and the Guarantors shall
do or cause to be done all things necessary to preserve and keep in full force
and effect its existence, rights (declaration and statutory) and franchises;
provided, however, that neither the Issuer nor any Guarantor shall be required
to preserve any right or franchise if the Board of Directors of the Issuer or
such Guarantor or the parent of any non-corporate Guarantor, as the case may be,
shall determine that the preservation thereof is no longer necessary or
desirable in the conduct of the business of the Issuer or such Guarantor and
that the loss of that right or franchise is not disadvantageous in any material
respect to the Holders.

                                       54

Section 1006. Limitations on Incurrence of Indebtedness.

         (a) The Issuer shall not, and shall not permit any of its Subsidiaries
to, incur any Indebtedness, other than Intercompany Indebtedness, if,
immediately after giving effect to the incurrence of such additional
Indebtedness and the application of the proceeds thereof, the aggregate
principal amount of all outstanding Indebtedness of the Issuer and its
Subsidiaries on a consolidated basis determined in accordance with GAAP is
greater than 60% of the sum of (without duplication):

              (1) the Total Assets of the Issuer and its Subsidiaries as of the
         end of the calendar quarter covered in the Issuer's Annual Report on
         Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most
         recently filed with the Commission (or, if such filing is not permitted
         under the Exchange Act, with the Trustee) prior to the incurrence of
         such additional Indebtedness; and

              (2) the purchase price of any assets included in the definition of
         Total Assets acquired, and the amount of any securities offering
         proceeds received (to the extent such proceeds were not used to acquire
         items included in the definition of Total Assets or used to reduce
         indebtedness), by the Issuer or any of its Subsidiaries since the end
         of such calendar quarter, including those proceeds obtained in
         connection with the incurrence of such additional Indebtedness.

         (b) The Issuer shall not, and shall not permit any of its Subsidiaries
to, incur any Indebtedness if the ratio of Consolidated Income Available for
Debt Service to the Annual Debt Service Charge for the four consecutive fiscal
quarters most recently ended prior to the date on which such additional
Indebtedness is to be incurred shall have been less than 1.5:1, on a pro forma
basis after giving effect thereto and to the application of the proceeds
therefrom, and calculated on the assumption that:

              (1) such Indebtedness and any other Indebtedness incurred by the
         Issuer and its Subsidiaries since the first day of such four-quarter
         period and the application of the proceeds therefrom, including to
         refinance other Indebtedness, had occurred at the beginning of such
         period;

              (2) the repayment or retirement of any other Indebtedness by the
         Issuer and its Subsidiaries since the first day of such four-quarter
         period had been repaid or retired at the beginning of such period
         (except that, in making such computation, the amount of Indebtedness
         under any revolving credit facility shall be computed based upon the
         average daily balance of such Indebtedness during such period);

              (3) in the case of Acquired Indebtedness or Indebtedness incurred
         in connection with any acquisition since the first day of such
         four-quarter period, the related acquisition had occurred as of the
         first day of such period with the appropriate adjustments with respect
         to such acquisition being included in such pro forma calculation; and

              (4) in the case of any acquisition or disposition by the Issuer or
         any of its Subsidiaries of any asset or group of assets since the first
         day of such four-quarter period, whether by merger, stock purchase or
         sale, or asset purchase or sale, such acquisition or disposition or any
         related repayment of Indebtedness had occurred as of the first day of
         such period with the appropriate adjustments with respect to such
         acquisition or disposition being included in such pro forma
         calculation.

                                       55

         (c) The Issuer shall not, and shall not permit any of its Subsidiaries
to, incur any Indebtedness secured by any Encumbrance upon any of the property
of the Issuer or any of its Subsidiaries, whether owned at the date of the
Indenture or thereafter acquired, if, immediately after giving effect to the
incurrence of such additional Indebtedness secured by an Encumbrance and the
application of the proceeds thereof, the aggregate principal amount of all
outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated
basis which is secured by any Encumbrance on property of the Issuer or any of
its Subsidiaries is greater than 40% of the sum of (without duplication):

              (1) the Total Assets of the Issuer and its Subsidiaries as of the
         end of the calendar quarter covered in the Issuer's Annual Report on
         Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most
         recently filed with the Commission (or, if such filing is not permitted
         under the Exchange Act, with the Trustee) prior to the incurrence of
         such additional Indebtedness; and

              (2) the purchase price of any assets included in the definition of
         Total Assets acquired, and the amount of any securities offering
         proceeds received (to the extent such proceeds were not used to acquire
         items included in the definition of Total Assets or used to reduce
         Indebtedness), by the Issuer or any of its Subsidiaries since the end
         of such calendar quarter, including those proceeds obtained in
         connection with the incurrence of such additional Indebtedness.

         (d) The Issuer 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 Issuer and its
Subsidiaries on a consolidated basis.

Section 1007. Maintenance of Properties.

         Each of the Issuer and the Guarantors shall cause all of their
respective material properties used or useful in the conduct of their businesses
or the business of any of their respective Subsidiaries to be maintained and
kept in good condition, repair and working order, all as in the judgment of the
Issuer or the applicable Guarantor may be necessary so that the business carried
on in connection therewith may be properly and advantageously conducted at all
times; provided, however, notwithstanding anything in this Section 1007 to the
contrary, that, subject to Article Eight hereof, the Issuer, the Guarantors and
their respective Subsidiaries may sell or otherwise dispose of any of their
properties for value in the ordinary course of business.

Section 1008. Insurance.

         Each of Issuer and the Guarantors shall cause each of their properties
and each of the properties of their respective Subsidiaries to be insured
against loss of damage with insurers of recognized responsibility, in
commercially reasonable amounts and types and with insurers having a specified
rating from a recognized insurance rating service.

Section 1009. Payment of Taxes and Other Claims.

         Each of the Issuer and the Guarantors shall pay or discharge or cause
to be paid or discharged, before the same shall become delinquent (i) all taxes,
assessments and governmental charges levied or imposed upon the Issuer, the
applicable Guarantor or any of their respective Subsidiaries, or upon the
income, profits or property of the Issuer, the applicable Guarantor or any of
their respective Subsidiaries, and (ii) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a lien upon property of the
Issuer, the applicable Guarantor or any of their respective Subsidiaries;
provided, however, notwithstanding anything herein to the contrary, that neither
the Issuer nor any Guarantor shall be required to pay or discharge or cause to
be paid or discharged any tax, assessment, charge or claim whose amount or
applicability is being contested in good faith.

                                       56

Section 1010. Waiver of Certain Covenants.

         The Issuer and the Guarantors may omit in any particular instance to
comply with any covenant or condition set forth in Sections 1004 to 1009,
inclusive, if before or after the time for such compliance the Holders of more
than 50% in principal amount of the Outstanding Securities of each series of
Securities affected by the omission shall, in each case 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 Issuer and the Guarantors
and the duties of the Trustee for the Securities of each series with respect to
any such covenant or condition shall remain in full force and effect.

Section 1011. Payment of Additional Amounts.

         If specified pursuant to, and subject to, Section 301, the provisions
of this Section 1011 shall be applicable to Securities of any series.

         The Issuer or the Guarantors, as the case may be, shall, subject to the
exceptions and limitations set forth below, pay to the Holder of any Security
who is a United States Alien such additional amounts as may be necessary so that
every net payment on such Security, after deduction or withholding by the
Issuer, the Guarantors or any of their Paying Agents for or on account of any
present or future tax, assessment or other governmental charge imposed upon or
as a result of such payment by the United States (or any political subdivision
or taxing authority thereof or therein), shall not be less than the amount
provided in such Security to be then due and payable. However, neither the
Issuer nor the Guarantors shall be required to make any payment of additional
amounts for or on account of:

         (a) any tax, assessment or other governmental charge that would not
have been so imposed but for (i) the existence of any present or former
connection between such Holder or the beneficial owner of such Security (or
between a fiduciary, settler or beneficiary of, or a person holding a power
over, such Holder or such beneficial owner, if such Holder or such beneficial
owner is an estate or trust, or a member or shareholder of such Holder or such
beneficial owner, if such Holder or such beneficial owner is a partnership or
corporation) and the United States, including, without limitation, such Holder
or such beneficial owner (or such fiduciary, settler, beneficiary, person
holding a power, member or shareholder) being or having been a citizen, resident
or treated as a resident thereof or being or having been engaged in trade or
business or present therein or having or having had a permanent establishment
therein, or (ii) such Holder's or such beneficial owner's present or former
status as a personal holding company, foreign personal holding company,
controlled foreign corporation or passive foreign investment company with
respect to the United States or as a corporation that accumulates earnings to
avoid United States federal income tax;

         (b) any tax, assessment or other governmental charge which would not
have been so imposed but for the presentation by the Holder of such Security for
payment on a date more than 30 days after the date on which such payment became
due and payable or the date on which payment thereof is duly provided for,
whichever occurs later;

         (c) any estate, inheritance, gift, sales, transfer, personal property
tax or any similar tax, assessment or other governmental charge;

         (d) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment in respect of any Security, if
such payment can be made without such withholding by at least one other Paying
Agent;

                                       57

         (e) any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payments in respect of such Security;

         (f) any tax, assessment or other governmental charge imposed on a
Holder or beneficial owner of any tax, assessment or other governmental charge
imposed on a Holder or beneficial owner of a Security or coupon that (i)
actually or constructively owns 10 percent or more of the capital or profits
interests of the Company or that is a controlled foreign corporation related to
the Company through stock ownership or (ii) is a bank described in Section
881(c)(3)(A) of the Code;

         (g) any tax, assessment or other governmental charge imposed as a
result of the failure to comply with applicable certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Holder or
beneficial owner of a Security or coupon, if such compliance is required by
statute or by regulation of the United States, as a precondition to relief or
exemption from such tax, assessment or other governmental charge; or

         (h) any combination of items (a), (b), (c), (d), (e), (f), and (g);

nor shall additional amounts be paid with respect to any payment on any such
Security to a Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent such payment would be required by
the laws of the United States (or any political subdivision thereof) to be
included in the income for federal income tax purposes of a beneficiary or
settler with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to payment of the additional
amounts had beneficiary, settler, member or beneficial owner been the Holder of
such Security.

         The term "United States Alien" means any corporation, partnership,
individual or fiduciary that is, as to the United States, a foreign corporation,
a nonresident alien individual, a nonresident fiduciary of a foreign estate or
trust, or a foreign partnership one or more of the members of which is, as to
the United States, a foreign corporation, a nonresident alien individual or a
nonresident fiduciary of a foreign estate or trust.

         Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of (and premium, if any) and interest, if any, on any
Security, such mention shall be deemed to include mention of the payment of
additional amounts provided for in the terms of such Securities and this Section
1011 to the extent that, in such context, additional amounts are, were or would
be payable in respect thereof pursuant to the provisions of this Section 1011
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 Securities of a series provide for the payment of additional
amounts as contemplated by Section 301(20), at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities (or if the
Securities of that series shall 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 premium, if any) and
interest, if any, if there has been any change with respect to the matters set
forth in the below mentioned Officers' Certificate, the Issuer shall furnish the
Trustee for that series of Securities and the Issuer's and the Guarantors'
principal Paying Agent or Paying Agents, if other than such Trustee, with an
Officers' Certificate instructing such Trustee and such Paying Agent or Paying
Agents whether such payment of principal of (and premium, if any) and interest,
if any, on the Securities of that series shall be made to Holders of Securities
of that series who are United States Aliens without withholding for or on
account of any tax, assessment or other governmental charge referred to above or
described in the Securities of that 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 Securities
and the Issuer, or the Guarantors shall pay to the Trustee for such series of
Securities or such Paying Agent such additional amounts as may be required
pursuant to the terms applicable to such series. The Issuer and each of the
Guarantors covenant to indemnify the Trustee for such series of Securities and
any Paying Agent for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without gross negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers' Certificate furnished pursuant to this Section 1011.

                                       58

Section 1012. Calculation of Original Issue Discount

         If applicable, the Issuer shall file with the Trustee promptly at the
end of each calendar year (i) a written notice specifying the amount of original
issue discount (including daily rates and accrual periods) accrued on
Outstanding Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.

Section 1013. Statement by Officers as to Default

         The Issuer and the Parent Guarantor shall, so long as any of the
Securities are outstanding, deliver to the Trustee for each series of Securities
upon becoming aware of (1) an Event of Default or an event that is, or with the
passage of time or the giving of notice or both would be, an Event of Default in
the performance of a covenant or agreement or condition contained in this
Indenture or (2) any Event of Default or event that is, or with the passage of
time or the giving of notice or both would be, an Event of Default of the type
provided for herein specifying such default or Event of Default, notice of such
default or Event of Default.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101. Applicability of Article Eleven.

         Redemption of Securities of any series (whether by operation of a
sinking fund or otherwise) as permitted or required by any form of Security
issued pursuant to this Indenture shall be made in accordance with such form of
Security and this Article Eleven; provided, however, that if any provision of
any such form of Security shall conflict with any provision of this Article
Eleven, the provision of such form of Security shall govern.

Section 1102. Election to Redeem; Notice to Trustee.

         The election of the Issuer to redeem any Securities of any series shall
be evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of the Issuer of less than all of the Securities of any particular
series, the Issuer shall, at least 60 days prior to the Redemption Date fixed by
the Issuer (unless a shorter notice shall be satisfactory to the Trustee for the
Securities of such series) notify such Trustee by Issuer Request of such
Redemption Date and of the principal amount of Securities of that series to be
redeemed and shall deliver to such Trustee such documentation and records as
shall enable such Trustee to select the Securities to be redeemed pursuant to
Section 1103. In the case of any redemption of Securities of any series prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Issuer shall furnish the
Trustee for Securities of such series with an Officers' Certificate evidencing
compliance with such restriction.

                                       59

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

         If less than all the Securities are to be redeemed, the Issuer may
select the series to be redeemed, and if less than all the Securities of any
series are to be redeemed, the particular Securities of that series to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee for the Securities of such series, from the Outstanding Securities
of that series not previously called for redemption, by such method as such
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series, or any integral multiple thereof) of the principal
amount of Securities of that series of a denomination larger than the minimum
authorized denomination for Securities of that series pursuant to Section 302 in
the currency or currency unit in which the Securities of such series are
denominated.

         The Trustee for the Securities of any series to be redeemed shall
promptly notify the Issuer in writing of the Securities of such series selected
for redemption and, in the case of any Securities 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 Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

Section 1104. Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
106 not later than 30 days and not earlier than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed.

         All notices of redemption shall state:

              (1) the Redemption Date;

              (2) the Redemption Price;

              (3) if less than all Outstanding Securities of a particular series
         are to be redeemed, the identification (and, in the case of partial
         redemption, the respective principal amounts) of the particular
         Securities to be redeemed, including the Identifying Number of such
         Securities;

              (4) in case any Security is to be redeemed in part only, the
         notice which relates to such Security shall state that on and after the
         Redemption Date, upon surrender of such Security, the Holder shall
         receive, without charge, a new Security or Securities of authorized
         denominations for the principal amount thereof remaining unredeemed;

              (5) that on the Redemption Date the Redemption Price shall become
         due and payable upon each such Security or portion thereof, and that
         interest thereon, if any (or in the case of OID Securities, original
         issue discount), shall cease to accrue on and after said date;

              (6) the place or places where such Securities are to be
         surrendered for payment of the Redemption Price; and

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

                                       60

         Notice of redemption of Securities to be redeemed at the election of
the Issuer shall be given by the Issuer or, at the Issuer's request, by the
Trustee for such Securities in the name and at the expense of the Issuer.

Section 1105. Deposit of Redemption Price.

         Prior to the opening of business on any Redemption Date, the Issuer
shall deposit with the Trustee for the Securities to be redeemed or with a
Paying Agent for such Securities (or, if the Issuer is acting as its own Paying
Agent for such Securities, segregate and hold in trust as provided in Section
1003) an amount of money in the currency or currency unit in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such Series) sufficient to pay the principal
amount of (and premium, if any, thereon), and (except if the Redemption Date
shall be an Interest Payment Date) any accrued interest on, all the Securities
which are to be redeemed on that date.

Section 1106. Securities Payable on Redemption Date.

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

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal thereof (and premium, if any,
thereon) shall, until paid, bear interest from the Redemption Date at a rate per
annum equal to the rate borne by the Security (or, in the case of OID
Securities, the Security's Yield to Maturity).

Section 1107. Securities Redeemed in Part.

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

                                       61

                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201. Applicability of This Article Twelve.

         Redemption of Securities through operation of a sinking fund as
permitted or required by any form of Security issued pursuant to this Indenture
shall be made in accordance with such form of Security and this Article Twelve;
provided, however, that if any provision of any such form of Security shall
conflict with any provision of this Article Twelve, the provision of such form
of Security shall govern.

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

Section 1202. Satisfaction of Sinking Fund Payments With Securities.

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

Section 1203. Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
particular series of Securities, the Issuer shall deliver to the Trustee for the
Securities of such series an Officers' Certificate specifying the amount of the
next ensuing mandatory sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash in the currency or currency unit in which the Securities of that
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of that series) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202 and shall state the basis for such credit and that such Securities
have not previously been so credited and shall also deliver to such Trustee any
Securities to be so delivered. Such Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Issuer in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.

                                       62

                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

Section 1301. Purposes for Which Meetings May Be Called.

         A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article Thirteen 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
Securities of such series.

Section 1302. Call, Notice and Place of Meetings.

         (a) The Trustee for any series of Securities may at any time call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1301, to be held at such time and at such place in the Borough of
Manhattan, The City of New York as such Trustee shall determine. Notice of every
meeting of Holders of Securities of such series, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given, in the manner provided in Section 106, not less
than 20 nor more than 180 days prior to the date fixed for the meeting.

         (b) In case at any time the Issuer, pursuant to a Board Resolution, or
the Holders of at least 10% in principal amount of the Outstanding Securities of
any such series shall have requested the Trustee for any such series to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1301, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and such Trustee shall not have made the
first publication of the notice of such meeting within 30 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Issuer or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section 1302.

Section 1303. Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities 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 Securities 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 Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee for such series and its counsel and any representatives of the Issuer or
any of the Guarantors and their respective counsels.

Section 1304. Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities 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. Subject to Section 1305(d), notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1302(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 an
adjourned meeting shall state expressly that Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series shall
constitute a quorum.

                                       63

         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 Securities 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 action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage which is
less than a majority in principal amount of the Outstanding Securities 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 Securities
of that series.

         Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section 1304 shall be
binding on all the Holders of Securities of such series, whether or not present
or represented at the meeting.

         Notwithstanding the foregoing provisions of this Section 1304, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

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

              (2) the principal amount of the Outstanding Securities 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 1305. Determination of Voting Rights; Conduct and Adjournment of
              Meetings.

         (a) Notwithstanding any other provision of this Indenture, the Trustee
for any series of Securities may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of such series in regard to
proof of the holding of Securities 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 Securities 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 for any series of Securities shall, by an instrument in
writing, appoint a temporary chairman of the meeting, unless the meeting shall
have been called by the Issuer or by Holders of Securities as provided in
Section 1302(b), in which case the Issuer or the Holders of Securities 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 Securities of such series represented at the
meeting.

                                       64

         (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $5,000 principal amount of Securities 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 Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

         (d) Any meeting of holders of Securities of any series duly called
pursuant to Section 1302 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 Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

Section 1306. Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities 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 triplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities 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 facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Issuer, and another to the Trustee for such
series of Securities to be preserved by such 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.

                                ARTICLE FOURTEEN

                                   GUARANTEES

Section 1401. Guarantees.

         Each of the Guarantors hereby fully, unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, to each Holder of the
Securities and to the Trustee the full and punctual payment when due, whether at
maturity, by acceleration, by redemption or otherwise, of the principal of (and
premium, if any) and interest, if any, on the Securities and all other
obligations of the Issuer, including, but not limited to, additional amounts due
under Section 1011 and sinking fund payments, under this Indenture (all the
foregoing being hereinafter collectively called the "Obligations"). Each of the
Guarantors further agrees (to the extent permitted by law) that the Obligations
may be extended or renewed, in whole or in part, without notice or further
assent from it, and that it shall remain bound under this Article Fourteen
notwithstanding any extension or renewal of any Obligation.

                                       65

         Each of the Guarantors waives presentation to, demand of payment from
and protest to the Issuer of any of the Obligations and also waives notice of
protest for nonpayment. Each of the Guarantors waives notice of any default
under the Securities or the Obligations. The obligations of each of the
Guarantors hereunder shall not be affected by (a) the failure of any Holder to
assert any claim or demand or to enforce any right or remedy against the Issuer
or any other person under this Indenture, the Securities or any other agreement
or otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Obligations or any of them;
or (e) any change in the ownership of the Issuer.

         Each of the Guarantors further agrees that the Guarantee herein
constitutes a guarantee of payment when due (and not a guarantee of collection)
and waives any right to require that any resort be had by any Holder to any
security held for payment of the Obligations.

         The obligations of each of the Guarantors hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason
(other than payment of the Obligations in full), including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
each of the Guarantors herein shall not be discharged or impaired or otherwise
affected by the failure of any Holder to assert any claim or demand or to
enforce any remedy under this Indenture, the Securities or any other agreement,
by any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the Obligations, or by any other act
or thing or omission or delay to do any other act or thing which may or might in
any manner or to any extent vary the risk of each of the Guarantors or would
otherwise operate as a discharge of the Guarantors as a matter of law or equity.

         Each of the Guarantors further agrees that the Guarantee herein shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of (and premium, if any) or interest,
if any, on any of the Obligations is rescinded or must otherwise be restored by
any Holder upon the bankruptcy or reorganization of the Issuer or otherwise.

         In furtherance of the foregoing and not in limitation of any other
right which any Holder has at law or in equity against any of the Guarantors by
virtue hereof, upon the failure of the Issuer to pay any of the Obligations when
and as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, each of the Guarantors hereby promises to and shall,
upon receipt of written demand by the Trustee, forthwith pay, or cause to be
paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid
amount of such Obligations then due and owing and (ii) accrued and unpaid
interest on such Obligations then due and owing (but only to the extent not
prohibited by law).

         Each of the Guarantors further agrees that, as between itself, on the
one hand, and the Holders, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in this Indenture
for the purposes of the Guarantee herein, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby and (y) in the event of any such declaration of acceleration
of such Obligations, such Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guarantor for the purposes of this
Guarantee.

         Each of the Guarantors also agrees to pay any and all reasonable costs
and expenses (including reasonable attorneys' fees) incurred by the Trustee or
the Holders in enforcing any rights under this Section 1401.

                                       66

Section 1402. No Subrogation

         Notwithstanding any payment or payments made by the Guarantors
hereunder, none of the Guarantors shall be entitled to be subrogated to any of
the rights of the Trustee or any Holder against the Issuer or any collateral
security or guarantee or right of offset held by the Trustee or any Holder for
the payment of the Obligations, nor shall any of the Guarantors seek or be
entitled to seek any contribution or reimbursement from the Issuer or any other
Guarantor in respect of payments made by such Guarantor hereunder, until all
amounts owing to the Trustee and the Holders, as well as the holders of any
other Permitted Indebtedness, by the Issuer on account of the Obligations are
paid in full. If any amount shall be paid to any of the Guarantors on account of
such subrogation rights at any time when all of the Obligations shall not have
been paid in full, such amount shall be held by such Guarantor in trust for the
Trustee and the Holders, segregated from other funds of such Guarantor, and
shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee
in the exact form received by such Guarantor (duly indorsed by such Guarantor to
the Trustee, if required), to be applied against the Obligations.

Section 1403. Consideration.

         Each of the Guarantors has received, or shall receive, direct or
indirect benefits from the making of the Guarantee.

Section 1404. Release of Subsidiary Guarantors

         Upon termination for any reason of all of the obligations of any
Subsidiary Guarantor under the Existing Credit Agreement (including, without
limitation, upon agreement of the lenders thereunder or upon replacement thereof
with a credit facility not requiring such guarantees or upon such Subsidiary
Guarantor ceasing to be a Subsidiary) and the delivery of the Issuer to the
Trustee of an Officers' Certificate and Opinion of Counsel with respect to the
foregoing matters, such Subsidiary Guarantor shall be deemed released from all
its obligations under this Indenture and its Guarantee and such Guarantee shall
terminate.

Section 1405. Future Subsidiary Guarantors

         After the date of this Indenture, the Issuer shall require any
Significant Subsidiary that becomes an Existing Credit Agreement Guarantor to
execute and deliver to the Trustee within 180 days of becoming an Existing
Credit Agreement Guarantor, a supplemental indenture pursuant to which such
Subsidiary Guarantor shall fully, unconditionally and irrevocably guarantee, as
primary obligor and not merely as surety, to each Holder of the Securities and
the Trustee the full and punctual payment when due, whether at maturity, by
acceleration, by redemption or otherwise, of the Obligations.

                                   *  *  *

         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 instrument.

                                       67

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture dated
as of October 22, 2004 to be duly executed, all as of October 22, 2004.

                    BRANDYWINE OPERATING PARTNERSHIP, L.P.,
                      as Issuer

                             By: Brandywine Realty Trust, as general partner

                                      By: /s/ Gerard H. Sweeney
                                          ---------------------
                                           Name:  Gerard H. Sweeney
                                           Title: President and Chief Executive
                                                  Officer

Attest:

/s/ Brad A. Molotsky
- --------------------

                    BRANDYWINE REALTY TRUST,
                      as Parent Guarantor

                    By: /s/ Gerard H. Sweeney
                       ----------------------
                        Name:  Gerard H. Sweeney
                        Title: President and Chief Executive Officer

Attest:

/s/ Brad A. Molotsky
- --------------------

                    AAPOP 2, L.P.

                    By:      Witmer Operating Partnership I, L.P., a Delaware
                             limited partnership, one of its general partners

                             By:  Brandywine Witmer, L.L.C., a Pennsylvania
                                  limited liability company, its general partner

                                       68

                             By:      Brandywine Operating Partnership, L.P.,
                                      a Delaware limited partnership, its sole
                                      member

                                      By:      Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*

           By:      Brandywine Witmer, L.L.C., a Pennsylvania limited
                    liability company, one of its general partners

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

           BRANDYWINE AMBASSADOR, L.P.

           By:      Brandywine Ambassador, L.L.C., a Pennsylvania limited
                    liability company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

           BRANDYWINE CENTRAL L.P.

           By:      Brandywine F.C., L.P., a Pennsylvania limited
                    partnership, its general partner

                    By:      Brandywine F.C., L.L.C., a Pennsylvania limited
                             liability company, its general partner

                             By:      Brandywine Operating Partnership, L.P.,
                                      a Delaware limited partnership, its sole
                                      member

                                      By:      Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*

                                       69

           BRANDYWINE CIRA, L.P.

           By:      Brandywine Cira, LLC, a Pennsylvania limited liability
                    company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland real
                                      estate investment trust, its general
                                      partner*

           BRANDYWINE F.C., L.P.

           By:      Brandywine F.C., L.L.C., a Pennsylvania limited
                    liability company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

           BRANDYWINE GRANDE B, L.P.

           By:      Brandywine Realty Trust, a Maryland real estate
                    investment trust, its general partner*

           BRANDYWINE I.S., L.P.

           By:      Brandywine I.S., L.L.C., a Pennsylvania limited liability
                    company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

                                       70

           BRANDYWINE METROPLEX, L.P.

           By:      Brandywine Metroplex, LLC, a Pennsylvania limited
                    liability company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

           BRANDYWINE P.M., L.P.

           By:      Brandywine P.M., L.L.C., a Pennsylvania limited
                    liability company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

           BRANDYWINE TB FLORIG, L.P.

           By:      Brandywine TB Florig, LLC, a Pennsylvania limited
                    liability company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

           BRANDYWINE TB INN, L.P.

           By:      Brandywine TB Inn, L.L.C., a Pennsylvania limited
                    liability company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

                                       71

           BRANDYWINE TB I, L.P.

           By:      Brandywine TB I, L.L.C., a Pennsylvania limited
                    liability company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

           BRANDYWINE TB II, L.P.

           By:      Brandywine TB II, L.L.C., a Pennsylvania limited
                    liability company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

           BRANDYWINE TB V, L.P.

           By:      Brandywine TB V, L.L.C., a Pennsylvania limited
                    liability company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

           BRANDYWINE TB VI, L.P.

           By:      Brandywine TB VI, L.L.C., a Pennsylvania limited
                    liability company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

                                       72

           BRANDYWINE TB VIII, L.P.

           By:      Brandywine TB VIII, L.L.C., a Pennsylvania limited
                    liability company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

           C/N IRON RUN LIMITED PARTNERSHIP III

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           C/N LEEDOM LIMITED PARTNERSHIP II

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           C/N OAKLANDS LIMITED PARTNERSHIP I

           By:      Witmer Operating Partnership I, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Witmer, L.L.C., a Pennsylvania
                             limited liability company, its general partner

                             By:      Brandywine Operating Partnership, L.P.,
                                      a Delaware limited partnership, its sole
                                      member

                                      By:      Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*

           C/N OAKLANDS LIMITED PARTNERSHIP III

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

                                       73

           E-TENANTS.COM HOLDING, L.P.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           FIFTEEN HORSHAM, L.P.

           By:      Witmer Operating Partnership I, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Witmer, L.L.C., a Pennsylvania
                             limited liability company, its general partner

                             By:      Brandywine Operating Partnership, L.P.,
                                      a Delaware limited partnership, its sole
                                      member

                                      By:      Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*

           IRON RUN LIMITED PARTNERSHIP V

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           LC/N HORSHAM LIMITED PARTNERSHIP

           By:      Witmer Operating Partnership I, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Witmer, L.L.C., a Pennsylvania
                             limited liability company, its general partner

                             By:      Brandywine Operating Partnership, L.P.,
                                      a Delaware limited partnership, its sole
                                      member

                                      By:      Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*

                                       74

           LC/N KEITH VALLEY LIMITED PARTNERSHIP I

           By:      Witmer Operating Partnership I, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Witmer, L.L.C., a Pennsylvania
                             limited liability company, its general partner

                             By:      Brandywine Operating Partnership, L.P.,
                                      a Delaware limited partnership, its sole
                                      member

                                      By:      Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*

           NEWTECH IV LIMITED PARTNERSHIP

           By:      Witmer Operating Partnership I, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Witmer, L.L.C., a Pennsylvania
                             limited liability company,  its general partner

                             By:      Brandywine Operating Partnership, L.P.,
                                      a Delaware limited partnership, its sole
                                      member

                                      By:      Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*

           NICHOLS LANSDALE LIMITED PARTNERSHIP III

           By:      Witmer Operating Partnership I, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Witmer L.L.C., a Pennsylvania
                             limited liability company, its general partner

                             By:      Brandywine Operating Partnership, L.P.,
                                      a Delaware limited partnership, its sole
                                      member

                                      By:      Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*

                                       75

           WITMER OPERATING PARTNERSHIP I, L.P.

           By:      Brandywine Witmer, L.L.C., a Pennsylvania limited
                    liability company, its general partner

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

           100 ARRANDALE ASSOCIATES, L.P.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           111 ARRANDALE ASSOCIATES, L.P.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           440 CREAMERY WAY ASSOCIATES, L.P.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           442 CREAMERY WAY ASSOCIATES, L.P.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           481 JOHN YOUNG WAY ASSOCIATES, L.P.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its general partner

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

                                       76

           INTERSTATE CENTER ASSOCIATES

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, one of its general partners

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           By:      Brandywine Interstate 50, L.L.C., a Delaware limited
                    liability company, one of its general partners

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its sole member

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

                                       77

           IR NORTHLIGHT II ASSOCIATES

           By:      AAPOP 2, L.P., a Delaware limited partnership, one of
                    its general partners

                    By:      Witmer Operating Partnership I, L.P., a
                             Delaware limited partnership, one of its general
                             partners

                             By:      Brandywine Witmer, L.L.C., a
                                      Pennsylvania limited liability company,
                                      its general partner

                                      By:      Brandywine Operating
                                               Partnership, L.P., a Delaware
                                               limited partnership, its sole
                                               member

                                               By:     Brandywine Realty
                                                       Trust, a Maryland real
                                                       estate investment trust,
                                                       its general partner*

                    By:      Brandywine Witmer, L.L.C., a Pennsylvania
                             limited liability company, one of its general
                             partners

                             By:      Brandywine Operating Partnership, L.P.,
                                      a Delaware limited partnership, its sole
                                      member

                                      By:      Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, one of its general partners

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

                                       78

           PLYMOUTH TFC GENERAL PARTNERSHIP

           By:      Brandywine P.M., L.P., a Pennsylvania Limited
                    Partnership, its general partner

                    By:      Brandywine P.M., L.L.C., a Pennsylvania
                             limited liability company, its general partner

                             By:      Brandywine Operating Partnership, L.P.,
                                      a Delaware limited partnership, its sole
                                      member

                                      By:      Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*

           By:      Witmer Operating Partnership I, L.P., a Delaware
                    limited partnership, one of its general partners

                    By:      Brandywine Witmer, L.L.C., a Pennsylvania
                             limited liability company, its general partner

                             By:      Brandywine Operating Partnership, L.P.,
                                      a Delaware limited partnership, its sole
                                      member

                                      By:      Brandywine Realty Trust, a
                                               Maryland real estate investment
                                               trust, its general partner*

           BTRS, INC.*

           SOUTHPOINT LAND HOLDINGS, INC.*

           VALLEYBROOKE LAND HOLDINGS, INC.*

           BRANDYWINE AMBASSADOR, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE CHARLOTTESVILLE LLC

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

                                       79

           BRANDYWINE CHRISTINA LLC

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE CIRA, LLC

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE DABNEY, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE DOMINION, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE F.C., L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

                                       80

           BRANDYWINE GRANDE B, LLC

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE GREENTREE V, LLC

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE I.S., L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE INTERSTATE 50, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE-MAIN STREET, LLC

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE METROPLEX LLC

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

                                       81

           BRANDYWINE P.M., L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE PIAZZA, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE PLAZA 1000, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE PROMENADE, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE TB FLORIG, LLC

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE TB INN, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

                                       82

           BRANDYWINE TB I, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE TB II, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE TB V, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE TB VI, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE TB VIII, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           BRANDYWINE TRENTON URBAN RENEWAL, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner

                                       83

           BRANDYWINE WITMER, L.L.C.

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           CHRISTIANA CENTER OPERATING COMPANY III LLC

           By:      Brandywine Operating Partnership, L.P., a Delaware
                    limited partnership, its sole member

                    By:      Brandywine Realty Trust, a Maryland real estate
                             investment trust, its general partner*

           E-TENANTS LLC

           By:      e-Tenants.com Holding, L.P., a Pennsylvania limited
                    partnership, its sole member

                    By:      Brandywine Operating Partnership, L.P., a
                             Delaware limited partnership, its general partner

                             By:      Brandywine Realty Trust, a Maryland
                                      real estate investment trust, its general
                                      partner*

                *   By: /s/ Gerard H. Sweeney
                        ---------------------
                    Name:  Gerard H. Sweeney
                    Title: President and Chief Executive Officer

Attest:

/s/ Brad A. Molotsky
- --------------------

                                       84

                                      The Bank of New York,
                                        Trustee

                                      By: /s/ Van Brown
                                         --------------
                                         Name:  Van Brown
                                         Title: Authorized Signatory

                                       85

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY ("DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS 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.

                     BRANDYWINE OPERATING PARTNERSHIP, L.P.

                         4.50% GUARANTEED NOTES DUE 2009

REGISTERED                                        PRINCIPAL AMOUNT $275,000,000
No. 1                                             CUSIP No. 105340AA1

                  BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership (the "Issuer", which term includes any successor entity under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., as the nominee of DTC, or registered assigns, the principal sum
of Two Hundred SEVENTY-FIVE Million Dollars ($275,000,000) on November 1, 2009,
unless redeemed on any Redemption Date (as defined on the reverse hereof), and
to pay interest on the outstanding principal amount of this Note from October
22, 2004 (or from the most recent Interest Payment Date (as defined below) to
which interest has been paid or duly provided for), semiannually in arrears on
May 1 and November 1 of each year, commencing on May 1, 2005 (the "Interest
Payment Dates"), at the rate of 4.50% per annum, until payment of said principal
amount has been paid or duly provided for. Interest on this Note will be
computed on the basis of a 360-day year of twelve 30-day months.

                  The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will be paid, as provided in the Indenture, to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the "Regular Record Date" for such
payment, which will be the April 15 and October 15 (regardless of whether such
day is a Business Day) immediately preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for on an Interest Payment
Date ("Defaulted Interest") 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 (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, with notice whereof given by mail by or on behalf of
the Issuer to the Holder of this Note not less than 10 days prior to such
Special Record Date (which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment of such Defaulted Interest), or
may be paid at any time in any other lawful manner, all as more fully provided
for in the Indenture.

                  Payment of the principal of or Make-Whole Amount (as defined
on the reverse hereof), if any, and interest on this Note will be made at the
office or agency of the Issuer maintained by the Issuer for such purpose in the
Borough of Manhattan, The City of New York, which initially will be the
Corporate Trust Office of The Bank of New York, the Trustee for this Note under
the Indenture, located at 101 Barclay Street, Floor 8W, Attention: Corporate
Trust Administration, New York, New York 10286, in such coin or currency of the
United States as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the Issuer payment
of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or by wire
transfer of funds to the Person entitled thereto at a bank account maintained in
the United States.

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

                  Unless the certificate of authentication hereon has been
executed by or on behalf of The Bank of New York, the Trustee for this Note
under the Indenture, or its successor thereunder, by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be duly executed, manually or in facsimile, and an imprint or facsimile of its
seal to be imprinted hereon.

Dated: October 22, 2004

[SEAL]                        BRANDYWINE OPERATING
                              PARTNERSHIP, L.P.

                              By: Brandywine Realty Trust,
                                  as General Partner

                                  By: /s/ Gerard H. Sweeney
                                      ---------------------
                                      Name: Gerard H. Sweeny
                                      Title: President and Chief
                                      Executive Officer

Attest:

By: /s/ Brad A. Molotsky
    --------------------
    Name: Brad A. Molotsky
    Title: General Counsel and Secretary

                          CERTIFICATE OF AUTHENTICATION

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

                                                 THE BANK OF NEW YORK,
                                                     as Trustee

                                                 By: /s/ Van Brown
                                                    --------------
                                                      Authorized Signatory

                                [REVERSE OF NOTE]

                     BRANDYWINE OPERATING PARTNERSHIP, L.P.

                         4.50% GUARANTEED NOTES DUE 2009

                  This Note is one of a duly authorized issue of securities of
the Issuer (the "Securities"), issued or to be issued under and pursuant to an
Indenture, dated as of October 22, 2004 (the "Indenture"), among the Issuer,
Brandywine Realty Trust (the "Parent Guarantor"), certain subsidiaries of the
Issuer (the "Subsidiary Guarantors," and together with the Parent Guarantor, the
"Guarantors") and The Bank of New York, as Trustee (the "Trustee," which term
includes any successor Trustee under the Indenture with respect to the series of
Securities of which this Note is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Issuer, the Guarantors, the Trustee and the Holders of
the Securities and the terms upon which the Securities are to be authenticated
and delivered. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may be
subject to different redemption provisions (if any), and may otherwise vary as
provided in the Indenture. This Note is one of a series of Securities designated
as the "4.50% Guaranteed Notes due 2009" of the Issuer (the "Notes"), initially
limited in aggregate principal amount to $275,000,000. The Issuer may, from time
to time, without the consent of the Holders, issue and sell additional
Securities ranking equally with the Notes and otherwise identical in all
respects (except for their date of issuance, issue price and the date from which
interest payments thereon shall accrue) so that such additional Securities shall
be consolidated and form a single series with the Notes.

                  The Notes are fully and unconditionally guaranteed as to the
due and punctual payment of principal of and Make-Whole Amount, if any, and
interest on the Notes by the Company and the Subsidiary Guarantors.

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

                  The Issuer may redeem this Note, at any time in whole or from
time to time in part, at the option of the Issuer, at a redemption price equal
to the sum of (i) 100% of the aggregate principal amount being redeemed plus
accrued but unpaid interest thereon to the date fixed for redemption (the
"Redemption Date") and (ii) the Make-Whole Amount, if any, with respect thereto
(the "Redemption Price"); provided, however, that interest installments due on
an Interest Payment Date which is on or prior to the Redemption Date will be
payable to the Holder hereof (or one or more Predecessor Securities) as of the
close of business on the Regular Record Date preceding such Interest Payment
Date.

                  If notice has been given as provided in the Indenture and
funds for the redemption of this Note or any part thereof called for redemption
shall have been made available on the Redemption Date, this Note or such part
thereof will cease to bear interest on the Redemption Date referred to in such
notice and the only right of the Holder will be to receive payment of the
Redemption Price. Notice of any optional redemption of any Notes will be given
to the Holder hereof (in accordance with the provisions of the Indenture), not
more than 60 nor less than 30 days prior to the Redemption Date. The notice of
redemption will specify, among other things, the Redemption Price and the
aggregate principal amount of Notes to be redeemed. In the event of redemption
of this Note in part only, a new Note of like tenor for the unredeemed portion
hereof and otherwise having the same terms and provisions as this Note shall be
issued by the Issuer in the name of the Holder hereof upon the presentation and
surrender hereof.

                  "Make-Whole Amount" means the excess, if any, of (i) the
aggregate present value as of the Redemption Date of each dollar of principal
being redeemed and the amount of interest, exclusive of interest accrued to the
Redemption Date, that would have been payable in respect of each such dollar if
such redemption 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, from
the respective dates on which such principal and interest would have been
payable if such redemption had not been made, to the Redemption Date, over (ii)
the aggregate principal amount being redeemed.

                  "Reinvestment Rate" means 0.20% plus the arithmetic mean of
the yields under the heading "Week Ending" published in the most recent
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity, rounded to the nearest month, corresponding to the remaining life to
maturity, as of the Redemption Date, of the principal amount being redeemed. If
no maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the purpose
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. If the format or content of the Statistical Release changes in a manner
that precludes determination of the Treasury yield in the above manner, then the
Treasury yield shall be determined in the manner that most closely approximates
the above manner, as reasonably determined by the Issuer.

                  "Statistical Release" means the statistical release designated
"H.l5(519)" or any successor publication which is published weekly by the
Federal Reserve System and which reports yields on actively traded United States
government securities adjusted to constant maturities or, if such statistical
release is not published at the time of any required determination under the
Indenture, then such other reasonably comparable index designated by the Issuer.

                  This Note is not subject to repayment at the option of the
Holder thereof. In addition, this Note is not entitled to the benefit of, and is
not subject to, any sinking fund.

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

                  The Indenture permits, with certain exceptions as therein
provided, the Issuer, the Guarantors and the Trustee with the consent of the
Holders of more than 50% in principal amount of the Notes at the time
Outstanding, to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of modifying in any manner the rights of the Holders of the
Notes; provided, however, that, without the consent of the Holder of each
Security affected thereby, no such supplemental indenture shall, among other
things: (i) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, (ii) reduce the principal amount
of or premium, if any, or interest on any Security; (iii) change the Place of
Payment on any Security or the currency or currency unit in which any Security
or the principal thereof or premium, if any, or interest thereon is payable;
(iv) impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof; (v) reduce or alter the method of
computation of any amount payable upon redemption, repayment or purchase of any
Security by the Issuer and the Guarantors (or the time when such redemption,
repayment or purchase may be made); (vi) modify or affect in any manner adverse
to Holders of any Securities the terms of the obligations of any of the
Guarantors in respect of the due and punctual payment of principal of or
premium, if any, or interests on any Security or (vii) reduce the percentage in
principal amount of the Outstanding Securities of any particular series, the
consent of the Holders of which is required for any such supplemental indenture.
The Indenture also permits the Issuer, the Guarantors and the Trustee to enter
into one or more supplemental indentures, without the consent of any Holders of
the Notes, to, among other things: (i) evidence the succession of another person
as obligor or a guarantor under the Indenture; (ii) add covenants of the Issuer
or any of the Guarantors for the benefit of Holders of Securities; (iii) add
events of default for the benefit of Holders of Securities; (iv) secure, or add
additional guarantees with respect to, the Securities; (v) provide for the
acceptance of appointment by a successor trustee; (vi) cure any ambiguity,
defect or inconsistency in the Indenture, provided that such action will not
adversely affect the interests of Holders of Securities of any series in any
material respects; and (vii) supplement any provisions of the Indenture to
permit or facilitate defeasance or discharge of any series of Securities
provided that such action will not adversely affect the interests of Holders of
Securities of any series in any material respect.

                  The Indenture also contains provisions permitting the Holders
of more than 50% in principal amount of the Outstanding Securities of a series,
on behalf of the Holders of all of the Securities of such series, to waive
compliance by the Issuer and the Guarantors with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences
with respect to a Security, except a default in the payment of principal of or
interest, if any, on such Security or a default with respect to a covenant or
provision of the Indenture, which cannot be amended without the consent of the
Holder of such Security.

                  This Note is issuable only in registered form, without
coupons, in denominations of $5,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, this Note is exchangeable for a like aggregate principal amount of
Notes as requested by the Holder surrendering the same. If (x) the Depositary is
at any time unwilling or unable to continue as depositary and a successor
Depositary is not appointed by the Issuer within 90 days after the Issuer
receives such notice or becomes aware of such ineligibility, (y) the Issuer
delivers to the Trustee an Issuer Order to the effect that this Note shall be
exchangeable or (z) an Event of Default has occurred and is continuing with
respect to the Notes, this Note shall be exchangeable for Notes in definitive
form and in an equal aggregate principal amount. Such definitive Notes shall be
registered in such name or names as the Depositary shall instruct the Trustee.

                  As provided in the Indenture and subject to certain
limitations set forth therein and above, the transfer of this Note may be
registered on the Security Register of the Issuer, upon surrender of this Note
for registration of transfer at the office or agency of the Issuer in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Issuer duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount will be issued to the designated transferee or
transferees.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and the Make-Whole
Amount, if any, and interest on this Note at the time, place and rate, and in
the coin or currency, herein and in the Indenture prescribed, or impair the
obligations of the Guarantors in respect of their unconditional guarantees of
the aforementioned payments.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Issuer 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 Issuer, any of the Guarantors, the Trustee and any agent of the
Issuer, any of the Guarantors or the Trustee may treat the Person in whose name
this Note is registered as the Holder of this Note for all purposes, whether or
not this Note be overdue, and none of the Issuer, the Guarantors or the Trustee
nor any such agent shall be affected by notice to the contrary.

                  Certain of the Issuer's and the Guarantors' obligations under
the Indenture with respect to any series of Securities may be terminated if the
Issuer or any of the Guarantors irrevocably deposits with the Trustee money or
Government Obligations sufficient to pay and discharge the entire indebtedness
on all such Securities, as provided in the Indenture.

                  No recourse shall be had for the payment of the principal of
or Make-Whole Amount, if any, or the interest, if any, on this Note, or for any
claim based thereon, or upon any obligation, covenant or agreement of the Issuer
or any of the Guarantors in the Indenture, against any incorporator, limited
partner, shareholder, trustee, director, officer or employee, as such, past,
present of future, of the Issuer, of any of the Guarantors or of any successor
entity to the Issuer or any Guarantor, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment of penalty or
otherwise; and all such personal liability is expressly released and waived as a
condition of, and as part of the consideration for, the issuance of this Note.

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

                            ASSIGNMENT/TRANSFER FORM

         FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification No.)____________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________________________ attorney to transfer said
Note on the books of the Issuer with full power of substitution in the premises.

Date: ____________________

                                  ______________________________________________

                                  NOTICE: The signature of the registered Holder
                                  to this assignment must correspond with the
                                  name as written upon the face of the within
                                  instrument in every particular, without
                                  alteration or enlargement or any change
                                  whatsoever.

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY ("DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS 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.

                     BRANDYWINE OPERATING PARTNERSHIP, L.P.

                         5.40% GUARANTEED NOTES DUE 2014

REGISTERED                                        PRINCIPAL AMOUNT $250,000,000
No. 1                                             CUSIP No. 105340AB94

                  BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership (the "Issuer", which term includes any successor entity under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., as the nominee of DTC, or registered assigns, the principal sum
of Two Hundred Fifty Million Dollars ($250,000,000) on November 1, 2014, unless
redeemed on any Redemption Date (as defined on the reverse hereof), and to pay
interest on the outstanding principal amount of this Note from October 22, 2004
(or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for), semiannually in arrears on May 1
and November 1 of each year, commencing on May 1, 2005 (the "Interest Payment
Dates"), at the rate of 5.40% per annum, until payment of said principal amount
has been paid or duly provided for. Interest on this Note will be computed on
the basis of a 360-day year of twelve 30-day months.

                  The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will be paid, as provided in the Indenture, to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the "Regular Record Date" for such
payment, which will be the April 15 and October 15 (regardless of whether such
day is a Business Day) immediately preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for on an Interest Payment
Date ("Defaulted Interest") 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 (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, with notice whereof given by mail by or on behalf of
the Issuer to the Holder of this Note not less than 10 days prior to such
Special Record Date (which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment of such Defaulted Interest), or
may be paid at any time in any other lawful manner, all as more fully provided
for in the Indenture.

                  Payment of the principal of or Make-Whole Amount (as defined
on the reverse hereof), if any, and interest on this Note will be made at the
office or agency of the Issuer maintained by the Issuer for such purpose in the
Borough of Manhattan, The City of New York, which initially will be the
Corporate Trust Office of The Bank of New York, the Trustee for this Note under
the Indenture, located at 101 Barclay Street, Floor 8W, Attention: Corporate
Trust Administration, New York, New York 10286, in such coin or currency of the
United States as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the Issuer payment
of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or by wire
transfer of funds to the Person entitled thereto at a bank account maintained in
the United States.

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

                  Unless the certificate of authentication hereon has been
executed by or on behalf of The Bank of New York, the Trustee for this Note
under the Indenture, or its successor thereunder, by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be duly executed, manually or in facsimile, and an imprint or facsimile of its
seal to be imprinted hereon.

Dated: October 22, 2004

[SEAL]                        BRANDYWINE OPERATING
                              PARTNERSHIP, L.P.

                              By: Brandywine Realty Trust,
                                  as General Partner

                                  By: /s/ Gerard H. Sweeney
                                      ---------------------
                                      Name: Gerard H. Sweeney
                                      Title: President and Chief
                                      Executive Officer

Attest:

By: /s/ Brad A. Molotsky
    --------------------
    Name: Brad A. Molotsky
    Title: General Counsel and Secretary

                          CERTIFICATE OF AUTHENTICATION

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

                                                THE BANK OF NEW YORK,
                                                    as Trustee

                                                By: /s/ Van Brown
                                                   --------------
                                                     Authorized Signatory

                                [REVERSE OF NOTE]

                     BRANDYWINE OPERATING PARTNERSHIP, L.P.

                         5.40% GUARANTEED NOTES DUE 2014

                  This Note is one of a duly authorized issue of securities of
the Issuer (the "Securities"), issued or to be issued under and pursuant to an
Indenture, dated as of October 22, 2004 (the "Indenture"), among the Issuer,
Brandywine Realty Trust (the "Parent Guarantor"), certain subsidiaries of the
Issuer (the "Subsidiary Guarantors," and together with the Parent Guarantor, the
"Guarantors") and The Bank of New York, as Trustee (the "Trustee," which term
includes any successor Trustee under the Indenture with respect to the series of
Securities of which this Note is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Issuer, the Guarantors, the Trustee and the Holders of
the Securities and the terms upon which the Securities are to be authenticated
and delivered. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may be
subject to different redemption provisions (if any), and may otherwise vary as
provided in the Indenture. This Note is one of a series of Securities designated
as the "5.40% Guaranteed Notes due 2014" of the Issuer (the "Notes"), initially
limited in aggregate principal amount to $250,000,000. The Issuer may, from time
to time, without the consent of the Holders, issue and sell additional
Securities ranking equally with the Notes and otherwise identical in all
respects (except for their date of issuance, issue price and the date from which
interest payments thereon shall accrue) so that such additional Securities shall
be consolidated and form a single series with the Notes.

                  The Notes are fully and unconditionally guaranteed as to the
due and punctual payment of principal of and Make-Whole Amount, if any, and
interest on the Notes by the Company and the Subsidiary Guarantors.

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

                  The Issuer may redeem this Note, at any time in whole or from
time to time in part, at the option of the Issuer, at a redemption price equal
to the sum of (i) 100% of the aggregate principal amount being redeemed plus
accrued but unpaid interest thereon to the date fixed for redemption (the
"Redemption Date") and (ii) the Make-Whole Amount, if any, with respect thereto
(the "Redemption Price"); provided, however, that interest installments due on
an Interest Payment Date which is on or prior to the Redemption Date will be
payable to the Holder hereof (or one or more Predecessor Securities) as of the
close of business on the Regular Record Date preceding such Interest Payment
Date.

                  If notice has been given as provided in the Indenture and
funds for the redemption of this Note or any part thereof called for redemption
shall have been made available on the Redemption Date, this Note or such part
thereof will cease to bear interest on the Redemption Date referred to in such
notice and the only right of the Holder will be to receive payment of the
Redemption Price. Notice of any optional redemption of any Notes will be given
to the Holder hereof (in accordance with the provisions of the Indenture), not
more than 60 nor less than 30 days prior to the Redemption Date. The notice of
redemption will specify, among other things, the Redemption Price and the
aggregate principal amount of Notes to be redeemed. In the event of redemption
of this Note in part only, a new Note of like tenor for the unredeemed portion
hereof and otherwise having the same terms and provisions as this Note shall be
issued by the Issuer in the name of the Holder hereof upon the presentation and
surrender hereof.

                  "Make-Whole Amount" means the excess, if any, of (i) the
aggregate present value as of the Redemption Date of each dollar of principal
being redeemed and the amount of interest, exclusive of interest accrued to the
Redemption Date, that would have been payable in respect of each such dollar if
such redemption 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, from
the respective dates on which such principal and interest would have been
payable if such redemption had not been made, to the Redemption Date, over (ii)
the aggregate principal amount being redeemed.

                  "Reinvestment Rate" means 0.25% plus the arithmetic mean of
the yields under the heading "Week Ending" published in the most recent
Statistical Release under the caption "Treasury Constant Maturities" for the
maturity, rounded to the nearest month, corresponding to the remaining life to
maturity, as of the Redemption Date, of the principal amount being redeemed. If
no maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the purpose
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. If the format or content of the Statistical Release changes in a manner
that precludes determination of the Treasury yield in the above manner, then the
Treasury yield shall be determined in the manner that most closely approximates
the above manner, as reasonably determined by the Issuer.

                  "Statistical Release" means the statistical release designated
"H.l5(519)" or any successor publication which is published weekly by the
Federal Reserve System and which reports yields on actively traded United States
government securities adjusted to constant maturities or, if such statistical
release is not published at the time of any required determination under the
Indenture, then such other reasonably comparable index designated by the Issuer.

                  This Note is not subject to repayment at the option of the
Holder thereof. In addition, this Note is not entitled to the benefit of, and is
not subject to, any sinking fund.

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

                  The Indenture permits, with certain exceptions as therein
provided, the Issuer, the Guarantors and the Trustee with the consent of the
Holders of more than 50% in principal amount of the Notes at the time
Outstanding, to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of modifying in any manner the rights of the Holders of the
Notes; provided, however, that, without the consent of the Holder of each
Security affected thereby, no such supplemental indenture shall, among other
things: (i) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, (ii) reduce the principal amount
of or premium, if any, or interest on any Security; (iii) change the Place of
Payment on any Security or the currency or currency unit in which any Security
or the principal thereof or premium, if any, or interest thereon is payable;
(iv) impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof; (v) reduce or alter the method of
computation of any amount payable upon redemption, repayment or purchase of any
Security by the Issuer and the Guarantors (or the time when such redemption,
repayment or purchase may be made); (vi) modify or affect in any manner adverse
to Holders of any Securities the terms of the obligations of any of the
Guarantors in respect of the due and punctual payment of principal of or
premium, if any, or interests on any Security or (vii) reduce the percentage in
principal amount of the Outstanding Securities of any particular series, the
consent of the Holders of which is required for any such supplemental indenture.
The Indenture also permits the Issuer, the Guarantors and the Trustee to enter
into one or more supplemental indentures, without the consent of any Holders of
the Notes, to, among other things: (i) evidence the succession of another person
as obligor or a guarantor under the Indenture; (ii) add covenants of the Issuer
or any of the Guarantors for the benefit of Holders of Securities; (iii) add
events of default for the benefit of Holders of Securities; (iv) secure, or add
additional guarantees with respect to, the Securities; (v) provide for the
acceptance of appointment by a successor trustee; (vi) cure any ambiguity,
defect or inconsistency in the Indenture, provided that such action will not
adversely affect the interests of Holders of Securities of any series in any
material respects; and (vii) supplement any provisions of the Indenture to
permit or facilitate defeasance or discharge of any series of Securities
provided that such action will not adversely affect the interests of Holders of
Securities of any series in any material respect.

                  The Indenture also contains provisions permitting the Holders
of more than 50% in principal amount of the Outstanding Securities of a series,
on behalf of the Holders of all of the Securities of such series, to waive
compliance by the Issuer and the Guarantors with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences
with respect to a Security, except a default in the payment of principal of or
interest, if any, on such Security or a default with respect to a covenant or
provision of the Indenture, which cannot be amended without the consent of the
Holder of such Security.

                  This Note is issuable only in registered form, without
coupons, in denominations of $5,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, this Note is exchangeable for a like aggregate principal amount of
Notes as requested by the Holder surrendering the same. If (x) the Depositary is
at any time unwilling or unable to continue as depositary and a successor
Depositary is not appointed by the Issuer within 90 days after the Issuer
receives such notice or becomes aware of such ineligibility, (y) the Issuer
delivers to the Trustee an Issuer Order to the effect that this Note shall be
exchangeable or (z) an Event of Default has occurred and is continuing with
respect to the Notes, this Note shall be exchangeable for Notes in definitive
form and in an equal aggregate principal amount. Such definitive Notes shall be
registered in such name or names as the Depositary shall instruct the Trustee.

                  As provided in the Indenture and subject to certain
limitations set forth therein and above, the transfer of this Note may be
registered on the Security Register of the Issuer, upon surrender of this Note
for registration of transfer at the office or agency of the Issuer in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Issuer duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount will be issued to the designated transferee or
transferees.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and the Make-Whole
Amount, if any, and interest on this Note at the time, place and rate, and in
the coin or currency, herein and in the Indenture prescribed, or impair the
obligations of the Guarantors in respect of their unconditional guarantees of
the aforementioned payments.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Issuer 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 Issuer, any of the Guarantors, the Trustee and any agent of the
Issuer, any of the Guarantors or the Trustee may treat the Person in whose name
this Note is registered as the Holder of this Note for all purposes, whether or
not this Note be overdue, and none of the Issuer, the Guarantors or the Trustee
nor any such agent shall be affected by notice to the contrary.

                  Certain of the Issuer's and the Guarantors' obligations under
the Indenture with respect to any series of Securities may be terminated if the
Issuer or any of the Guarantors irrevocably deposits with the Trustee money or
Government Obligations sufficient to pay and discharge the entire indebtedness
on all such Securities, as provided in the Indenture.

                  No recourse shall be had for the payment of the principal of
or Make-Whole Amount, if any, or the interest, if any, on this Note, or for any
claim based thereon, or upon any obligation, covenant or agreement of the Issuer
or any of the Guarantors in the Indenture, against any incorporator, limited
partner, shareholder, trustee, director, officer or employee, as such, past,
present of future, of the Issuer, of any of the Guarantors or of any successor
entity to the Issuer or any Guarantor, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment of penalty or
otherwise; and all such personal liability is expressly released and waived as a
condition of, and as part of the consideration for, the issuance of this Note.

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

                            ASSIGNMENT/TRANSFER FORM

         FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification No.)____________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________________________ attorney to transfer said
Note on the books of the Issuer with full power of substitution in the premises.

Date: ____________________

                                  ______________________________________________

                                  NOTICE: The signature of the registered Holder
                                  to this assignment must correspond with the
                                  name as written upon the face of the within
                                  instrument in every particular, without
                                  alteration or enlargement or any change
                                  whatsoever.

                                                                     EXHIBIT 5.1

                                       October 22, 2004

Brandywine Operating Partnership, L.P.
Brandywine Realty Trust
401 Plymouth Road
Suite 500
Plymouth Meeting, PA 19462

Ladies and Gentlemen:

         We have served as counsel to Brandywine Operating Partnership, L.P., a
Delaware limited partnership (the "Operating Partnership"), Brandywine Realty
Trust, a Maryland real estate investment trust (the "Company"), and the
subsidiaries of the Operating Partnership named as Subsidiary Guarantors in the
Registration Statement (as defined below) (the Subsidiary guarantors, together
with the Operating Partnership and the Company, the "Issuers") in connection
with the offer and sale of $275,000,000 principal amount 4.50% notes due 2009
(the "2009 Notes") and $250,000,000 principal amount 5.40% notes due 2014 (the
"2014 Notes", and together with the 2009 Notes, the "Notes") of the Operating
Partnership and the issuance of the unconditional guarantees of the Notes by the
Company and each of the Subsidiary Guarantors (the "Guarantees", and together
with the Notes, the "Securities"), pursuant to a Registration Statement on Form
S-3 (Registration No. 333-117078) (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"). The Notes will be issued pursuant to an
Underwriting Agreement, dated as of October 19, 2004 (the "Underwriting
Agreement"), by and among J.P. Morgan Securities Inc., Bear Stearns & Co. Inc.,
the Operating Partnership, the Company and the Subsidiary Guarantors.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Registration Statement.

         In connection with our representation of the Issuers, and as a basis
for the opinions hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):

         1. The Registration Statement and the related form of prospectus (the
"Prospectus") relating to the Securities included therein in the form in which
it was transmitted to the Commission under the Act;

         2. The global note evidencing the 2009 Notes and the global note
evidencing the 2014 Notes.

         3. The Certificate of Limited Partnership of the Operating Partnership
(the "Partnership Certificate"), certified as of a recent date by the Office of
the Secretary of State of the State of Delaware (the "OSSSD");

         4. The Amended and Restated Agreement of Limited Partnership of the
Operating Partnership, as amended through the date hereof (the "Partnership
Agreement"), certified as of a recent date by an officer of the Company in its
capacity as the general partner of the Operating Partnership;

         5. The Amended and Restated Declaration of Trust of the Company, as
amended and supplemented through the date hereof (the "Declaration of Trust"),
certified as of a recent date by the State Department of Assessments and
Taxation of Maryland (the "SDAT");

         6. The Bylaws of the Company (the "Bylaws") as amended through the date
hereof, certified as of a recent date by an officer of the Company;

         7. The certificate of limited partnership, partnership agreement,
certificate of formation, limited liability company agreement, certificate or
articles of incorporation, bylaws and declaration of trust, as applicable, of
each Subsidiary Guarantor (the "Subsidiary Charters");

         8. A certificate of the OSSSD as to the good standing of the Operating
Partnership, dated as of a recent date;

         9. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;

         10. Certificates of public officials in the jurisdiction of
incorporation, formation or organization and by other jurisdictions, as
applicable, of each of the Subsidiary Guarantors as to the good standing of the
Subsidiary Guarantors.

         11. Resolutions (the "Resolutions") adopted by the Board of Trustees of
the Company, or a duly authorized committee thereof (acting on behalf of the
Company in its own capacity and its capacity as the general partner of the
Operating Partnership) and resolutions adopted by the board of directors of the
corporate Subsidiary Guarantors, relating to the execution, delivery and
performance of the Indenture (as defined below) and the issuance of the
Securities, certified as of a recent date by an officer of the Company;

         12. The Underwriting Agreement, certified as of a recent date by an
officer of the Company;

         13. The Indenture dated as of October 22, 2004, by and among the
Issuers and The Bank of New York as Trustee (the "Indenture"); and

         14. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.

         In expressing the opinions set forth below, we have assumed the
following:

         1. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so;

         2. Each individual executing any of the Documents on behalf of a party
(other than the Issuers) is duly authorized to do so;

         3. Each of the parties (other than the Issuers) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and the obligations of such party set forth
therein are legal, valid and binding and are enforceable in accordance with all
stated terms;

         4. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on all Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and complete.
All statements and information contained in the Documents are true and complete.
There has been no oral or written modification of or amendment to any of the
Documents, and there has been no waiver of any provision of any of the
Documents, by action or omission of the parties or otherwise.

         5. The Securities will not be issued or transferred in violation of any
restriction contained in the Indenture, the Partnership Certificate, the
Partnership Agreement, the Declaration of Trust or the Subsidiary Charters.

         To the extent that the obligations of the Issuers under the Indenture
may be dependent upon such matters, we have assumed for purposes of this opinion
that the Trustee is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization; that the Trustee is duly qualified
to engage in the activities contemplated by the Indenture; that the Indenture
has been duly authorized, executed and delivered by the Trustee and constitutes
the valid and binding obligation of the Trustee enforceable against the Trustee
in accordance with all applicable laws and regulations; and that the Trustee has
the requisite organization and legal power and authority to perform its
obligations under the Indenture.

         Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:

         1. The Operating Partnership is a limited partnership duly formed and
existing under and by virtue of the laws of the State of Delaware and in good
standing with the OSSSD.

         2. The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.

         3. Each of the Subsidiary Guarantors is duly incorporated, formed or
organized and existing as a corporation or other entity and in good standing in
the jurisdiction of its incorporation, formation or organization.

         4. The Notes are duly authorized for issuance and, when and if issued
and delivered against payment therefor and otherwise in accordance with the
Partnership Certificate, Partnership Agreement, the Resolutions, the
Underwriting Agreement and the Indenture, will constitute valid and binding
obligations of the Operating Partnership.

         5. The Guarantees of the Company are duly authorized for issuance and,
when and if issued and delivered against payment for the Notes and otherwise in
accordance with the Declaration of Trust, the Bylaws, the Resolutions, the
Underwriting Agreement and the Indenture, will constitute valid and binding
obligations of the Company.

         6. The Guarantees of each of the Subsidiary Guarantors are duly
authorized for issuance and, when and if issued and delivered against payment
for the Notes and otherwise in accordance with the Subsidiary Charters, the
Resolutions, the Underwriting Agreement and the Indenture, will constitute valid
and binding obligations of the Subsidiary Guarantors.

         In addition to the qualifications, exceptions and limitations elsewhere
set forth in this opinion letter, our opinions expressed above are also subject
to the effect of: (a) bankruptcy, insolvency, reorganization, moratorium and
other laws affecting creditors' rights (including, without limitation, the
effect of statutory and other law regarding fraudulent conveyances, fraudulent
transfers and preferential transfers), and (b) the exercise of judicial
discretion and the application of principles of equity, good faith, fair
dealing, reasonableness, conscionability and materiality (regardless of whether
the applicable agreements are considered in a proceeding in equity or at law).

         The foregoing opinions are limited to the substantive laws of the State
of Delaware, the State of Maryland, the State of New Jersey, the State of New
York, the Commonwealth of Pennsylvania and the Commonwealth of Virginia and we
do not express any opinion herein concerning any other law. We express no
opinion as to compliance with any federal or state securities laws, including
the securities laws of the State of Delaware, the State of Maryland, the State
of New Jersey, the State of New York, the Commonwealth of Pennsylvania and the
Commonwealth of Virginia, or as to federal or state laws regarding fraudulent
transfers. We assume no obligation to supplement this opinion letter if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.

         This opinion letter is being furnished to you for your submission to
the Commission as an exhibit to the reports filed on Form 8-K (the "8-Ks") to be
filed by the Operating Partnership and by the Company with the Commission on or
about the date hereof. We hereby consent to the filing of this opinion as an
exhibit to the 8-Ks and to the use of the name of our firm therein and under the
section "Legal Matters" in the Prospectus included in the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Act.

                                        Very truly yours,

                                        /s/ Pepper Hamilton LLP
                                        -----------------------
                                        Pepper Hamilton LLP