<SUBMISSION>
<ACCESSION-NUMBER>0000908737-02-000096
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>7
<FILING-DATE>20020308
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>HOSPITALITY PROPERTIES TRUST
<CIK>0000945394
<ASSIGNED-SIC>6798
<IRS-NUMBER>043262075
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-84064
<FILM-NUMBER>02571131
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>400 CENTRE ST
<CITY>NEWTON
<STATE>MA
<ZIP>02158
<PHONE>6179648389
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>400 CENTRE STREET
<CITY>NEWTON
<STATE>MA
<ZIP>02158
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>hpt-s3march2002.txt
<TEXT>
      As filed with the Securities and Exchange Commission on March 8, 2002
                                                    Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                          HOSPITALITY PROPERTIES TRUST
             (Exact name of registrant as specified in its charter)

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

           Maryland                                          04-3262075
  (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                                400 Centre Street
                           Newton, Massachusetts 02458
                                 (617) 964-8389

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                            John G. Murray, President
                          Hospitality Properties Trust
                                400 Centre Street
                           Newton, Massachusetts 02458
                                 (617) 964-8389
              (Name, address, including zip code, telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                       Alexander A. Notopoulos, Jr., Esq.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800
                              ---------------------

     Approximate date of commencement of proposed sale to the public:  From time
to time or at one time after the effective date of the Registration Statement as
determined by the Registrant.
     If the only  securities  being  registered  on this form are being  offered
pursuant  to  distribution  or interest  reinvestment  plans,  please  check the
following box. / /
     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933,  other than  securities  offered only in connection  with  distribution or
interest reinvestment plans, check the following box. /X/
     If this form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. / / _______
     If this form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. / / _______
     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<PAGE>
<TABLE>
<CAPTION>
                                                          -----------------------
                                                      CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                          Proposed Maximum
                                                                          Offering Price     Proposed Maximum
Title of Each Class of                                   Amount to           Per Unit             Offering           Amount of
Securities to be Registered(1)                     be Registered (1)(2)      (1)(2)(3)       Price(1)(2)(3)(4)    Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                                       <C>                      <C>

Debt Securities (5) ...........................
-------------------------------------------------
Preferred Shares of Beneficial Interest, without
par value  (6)..................................
-------------------------------------------------
Depositary Shares Representing Preferred Shares
(7).............................................
-------------------------------------------------
Common Shares of Beneficial Interest, $.01 par
value per share (8) ............................
-------------------------------------------------
Warrants  (9)...................................
-------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Total                                               $2,006,423,166(1)(10)                    $2,006,423,166 (1)(10)    $184,591 (11)

====================================================================================================================================
                                                                                                            (Footnotes on next page)
</TABLE>

         The Registrant hereby amends this  Registration  Statement on such date
or dates as may be necessary to delay its  effective  date until the  Registrant
shall file a further amendment which specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

<PAGE>
(1)      In no event will the aggregate initial offering price of the securities
         issued  from time to time  under  this  Registration  Statement  exceed
         $2,006,423,166  or  the  equivalent  thereof  in one  or  more  foreign
         currencies  or currency  units or composite  currencies.  The aggregate
         amount of common  shares of  Hospitality  Properties  Trust  registered
         hereunder is limited to that which is permissible  under Rule 415(a)(4)
         under the Securities Act of 1933, as amended. The securities registered
         hereunder  may be sold  separately,  together  or as units  with  other
         securities  registered  hereunder.  There  are  also  being  registered
         hereunder  contracts that may be issued by the  Registrant  under which
         the  counterparty  may be  required  to  purchase  or  sell  the  other
         securities  registered  hereunder.   Such  contracts  would  be  issued
         together with  securities  registered  hereunder.  There are also being
         registered hereunder an indeterminate principal amount of each class of
         securities registered hereunder (the "underlying securities") as may be
         issuable, without separate consideration, (i) upon conversion, exercise
         or exchange of any other class of securities registered  hereunder,  to
         the extent  such  securities  are by their  terms  convertible  into or
         exercisable  or  exchangeable  for the underlying  securities,  or (ii)
         pursuant to  antidilution  provisions  of any other class of securities
         registered hereunder.

(2)      Not specified for each class pursuant to General  Instruction  II.D. to
         Form S-3.

(3)      The proposed  maximum  offering price per unit will be determined  from
         time to time by the  Registrant in connection  with the issuance by the
         Registrant of the securities registered hereunder.

(4)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457 under the Securities Act of 1933, as amended.

(5)      Subject  to note (1)  above,  there is being  registered  hereunder  an
         indeterminate amount of debt securities of Hospitality Properties Trust
         as may be sold from time to time. If any debt  securities are issued at
         an original  issue  discount,  then the offering price shall be in such
         greater  principal  amount as shall not result in an aggregate  initial
         offering price exceeding  $2,006,423,166  or the equivalent  thereof in
         one  or  more  foreign   currencies  or  currency  units  or  composite
         currencies.

(6)      Subject  to note (1)  above,  there is being  registered  hereunder  an
         indeterminate  amount of  preferred  shares of  Hospitality  Properties
         Trust as may be sold from time to time.

(7)      Subject  to note (1)  above,  there is being  registered  hereunder  an
         indeterminate amount of depositary shares representing preferred shares
         of Hospitality Properties Trust as may be sold from time to time.

(8)      Subject  to note (1)  above,  there is being  registered  hereunder  an
         indeterminate  amount of common shares of Hospitality  Properties Trust
         as may be sold from time to time. Each common share  registered  hereby
         may include a right to purchase junior  participating  preferred shares
         or other securities as more fully described herein.

(9)      Subject  to note (1)  above,  there is being  registered  hereunder  an
         indeterminate  amount of warrants of  Hospitality  Properties  Trust to
         acquire other classes of securities  of  Hospitality  Properties  Trust
         registered hereunder as may be sold from time to time.

(10)     Pursuant to Rule 429 under the  Securities  Act of 1933, in addition to
         the $2,006,423,166 aggregate amount of debt securities,  common shares,
         preferred shares, depository shares and warrants being registered under
         this Registration Statement, the combined prospectuses contained herein
         will also relate to $793,576,834  aggregate  amount of debt securities,
         common  shares,  preferred  shares,   depository  shares  and  warrants
         previously  registered  under our  Registration  Statement  on Form S-3
         (Registration No.  333-43573)  initially filed on December 31, 1997 and
         remaining  unsold,  for  which  a  registration  fee in the  amount  of
         $234,105 was paid.

(11)     Calculated  pursuant  to Rule 457(o) at the  statutory  rate of $92 per
         $1,000,000 of securities registered and not including the filing fee of
         $234,105 previously paid in respect of $793,576,834 aggregate amount of
         unsold securities being carried forward from our Registration Statement
         on Form S-3 (Registration No. 333-43573) pursuant to Rule 429.

    PURSUANT TO RULE 429(A) UNDER THE  SECURITIES  ACT OF 1933,  THE  PROSPECTUS
CONTAINED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS AND RELATES TO
SECURITIES  REGISTERED  UNDER THIS  REGISTRATION  STATEMENT  AND THE  SECURITIES
REGISTERED  AND REMAINING  UNSOLD UNDER OUR  REGISTRATION  STATEMENT ON FORM S-3
(REGISTRATION NO. 333-43573)  INITIALLY FILED ON DECEMBER 31, 1997.  PURSUANT TO
RULE 429(B) THIS REGISTRATION STATEMENT,  WHICH IS A NEW REGISTRATION STATEMENT,
SHALL  ACT,  UPON  EFFECTIVENESS,  AS A  POST-EFFECTIVE  AMENDMENT  NO. 1 TO OUR
REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO. 333-43573).
<PAGE>
Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any state in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of such state.


                              Subject to Completion
                   Preliminary Prospectus Dated March 8, 2002

PRELIMINARY PROSPECTUS
                                 $2,800,000,000
                          Hospitality Properties Trust
  Debt Securities, Preferred Shares of Beneficial Interest, Depositary Shares,
                Common Shares of Beneficial Interest and Warrants

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

    We may offer and sell, from time to time, in one or more offerings:

     o    common shares;

     o    preferred shares;

     o    debt securities; and

     o    warrants

These  securities  may be offered and sold  separately or together in units with
other securities described in this prospectus. Our debt securities may be senior
or subordinated.

     The securities  described in this prospectus offered by us may be issued in
one or more series or issuances.  The total offering price of these  securities,
in the aggregate,  will not exceed $2,800,000,000.  We will provide the specific
terms of any securities we actually offer in supplements to this prospectus. You
should  carefully read this prospectus and the supplements  before you decide to
invest in any of these securities.

     The applicable prospectus  supplement will also contain information,  where
applicable,  about  United  States  federal  income tax  considerations  and any
listing on a securities  exchange.  Our common shares are listed on the New York
Stock Exchange under the symbol "HPT."

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful and  complete.  Any  representation  to the contrary is a
criminal offense.

                The date of this prospectus is        , 2002.
<PAGE>
<TABLE>
<CAPTION>
                                             TABLE OF CONTENTS

                                                  Page                                                      Page
<S>                                               <C>    <C>                                                <C>

About This Prospectus........................      ii     Description of Depositary Shares..............     17

Cautionary Note Regarding Forward-Looking                 Description of Warrants.......................     20
Statements...................................      ii

Hospitality Properties Trust.................       1     Description of Certain Provisions of
                                                          Maryland Law and our Declaration of Trust
                                                          and Bylaws....................................     21

Use of Proceeds..............................       1     Plan of Distribution..........................     29

Ratio of Earnings to Fixed Charges...........       1     Validity of the Offered Securities............     31

Description of Debt Securities...............       1     Experts.......................................     31

Description of Common Shares.................      10     Where You Can Find More Information...........     31

Description of Preferred Shares.............       11     Documents Incorporated By Reference...........     32
</TABLE>
                                             ----------------

                              ABOUT THIS PROSPECTUS

    This  prospectus  is part of a  registration  statement  we  filed  with the
Securities and Exchange Commission using a "shelf" registration  process.  Under
this shelf process,  we may sell any combination of the securities  described in
this  prospectus from time to time in one of more offerings up to a total amount
of proceeds of $2,800,000,000.

    This  prospectus  provides  you  only  with  a  general  description  of the
securities  we may  offer.  Each  time we sell  securities,  we will  provide  a
prospectus  supplement  containing specific  information about the terms of that
offering.   The  prospectus  supplement  may  also  add  to,  update  or  change
information  contained in this prospectus.  You should read both this prospectus
and any prospectus  supplement  together with additional  information  described
under  the  heading  "Where  You  Can  Find  More  Information"  and  "Documents
Incorporated By Reference."

    You  should  rely  only on the  information  incorporated  by  reference  or
provided in this  document.  We have not  authorized  anyone to provide you with
different  information.  If anyone  provides you with different or  inconsistent
information,  you  should  not  rely on it.  We will  not make an offer of these
securities in any jurisdiction where it is unlawful.  You should assume that the
information in this  prospectus,  as well as the  information we have previously
filed with the SEC and incorporated by reference in this prospectus, is accurate
only as of the date of the documents containing the information.

    References in this prospectus to "we," "us," "our" or "HPT" mean Hospitality
Properties Trust.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    We have made and incorporated by reference  statements in this document that
constitute  "forward-looking  statements" as that term is defined in the federal
securities laws. These forward-looking statements concern:

o    performance of our assets and the hotel industry in general;

o    the possible expansion of our portfolio;

                                      (ii)
<PAGE>

o    the  ability of our tenants  and  operators  to pay rent and returns to us,
     remain  competitive,  maintain  or  improve  hotel  operating  revenues  or
     results;

o    our ability to make interest payments and distributions on our shares;

o    our policies and plans regarding investments, financings and other matters;

o    our tax status as a real estate investment trust;

o    our ability to appropriately balance the use of debt and equity; and

o    our ability to access capital markets or other sources of funds.

When we use words such as "believes," "expects,"  "anticipates,"  "estimates" or
similar expressions, we are making forward-looking statements.

    Forward-looking  statements  are not  guarantees of future  performance  and
involve risks and uncertainties.  Our expected results may not be achieved,  and
actual results may differ materially from our expectations. This may be a result
of various factors, including:

o    the status of the economy;

o    the status of capital markets (including prevailing interest rates);

o    compliance with and changes to regulations within the hospitality industry;

o    changes in guest preferences;

o    changes in demand by business and consumer travelers;

o    increases in availability of alternative accommodations;

o    brand recognition;

o    competition within the hospitality industry; and

o    changes in federal, state and local legislation.

    Other  important  factors are  identified  in our Annual Report on Form 10-K
which is in  incorporated  into this  prospectus,  including  under the headings
"Business" and "Management's  Discussion and Analysis of Financial Condition and
Results  of  Operations."  We assume  no  obligation  to  update  or revise  any
forward-looking  statements  or to update the reasons why actual  results  could
differ from those projected in any forward-looking statements except as required
by applicable law.

                                     (iii)
<PAGE>
                          HOSPITALITY PROPERTIES TRUST

    We are a real  estate  investment  trust  formed to  acquire,  own and lease
hotels to unaffiliated  tenants.  At December 31, 2001, we owned 230 hotels with
31,691 rooms or suites located in 37 states,  purchased for  approximately  $2.5
billion.  The hotels  include 37 Residence  Inn by Marriott  (R) hotels,  3 full
service Marriott (R) hotels,  71 Courtyard by Marriott (R) hotels, 14 TownePlace
Suites by Marriott (R) and SpringHill  Suites by Marriott (R) hotels, 12 Wyndham
(R) and Wyndham  Garden  hotels,  18  Homestead  Studio  Suites (R)  hotels,  15
Summerfield  Suites by Wyndham (R) hotels, 36 Candlewood Suites (R) hotels,  and
24 AmeriSuites (R) hotels.

    Our business  strategy is to invest in hotels leased to or operated by third
parties for minimum rents or returns to us which produce income in excess of our
cost of capital.  We provide capital to unaffiliated hotel operators who wish to
divest their properties while remaining in the hotel business.

    We are  organized  as a Maryland  real  estate  investment  trust  under the
Maryland REIT Law. Our principal place of business is 400 Centre Street, Newton,
Massachusetts 02458, and our telephone number is (617) 964-8389.

                                 USE OF PROCEEDS

    Unless otherwise described in a prospectus supplement,  we intend to use the
net proceeds from the sale of any securities  under this  prospectus for general
business purposes, which may include acquiring and investing in additional hotel
and lodging related  properties and the repayment of borrowings under our credit
facility or other debt.  Until the proceeds  from a sale of securities by us are
applied  to  their  intended  purposes,  they  will be  invested  in  short-term
investments,  including repurchase  agreements,  some or all of which may not be
investment grade.

                       RATIO OF EARNINGS TO FIXED CHARGES

    The following table sets forth our consolidated  ratios of earnings to fixed
charges and preferred dividends for the periods indicated:
<TABLE>
<CAPTION>
                                                 Nine Months Ended
                                                   September 30,               Fiscal Year Ended December 31,
                                                       2001            2000      1999       1998      1997      1996
                                                 -----------------     ----      ----       ----      ----      ----
<S>                                                   <C>             <C>       <C>        <C>       <C>      <C>
Ratio of earnings to fixed charges.............        4.03x           4.35x     4.00x      5.04x     4.81x    10.15x
Ratio of earnings to combined fixed charges
   and preferred distributions.................        3.44x           3.66x     3.52x      5.04x     4.81x    10.15x
</TABLE>

    For purpose of calculating  the ratios above,  earnings have been calculated
by adding fixed charges to income before income taxes,  extraordinary  items and
gain or loss on the  disposition  of real  property.  Fixed  charges  consist of
interest costs,  whether expensed or capitalized,  and any interest component of
capitalized lease expense, amortization of debt discounts and deferred financing
costs, whether expensed or capitalized.

                         DESCRIPTION OF DEBT SECURITIES

    The  debt   securities  sold  under  this  prospectus  will  be  our  direct
obligations,  which  may be  secured  or  unsecured,  and which may be senior or
subordinated indebtedness.  The debt securities will be issued under one or more
indentures  between  us and a  trustee.  Any  indenture  will be  subject to and
governed by the Trust Indenture Act of 1939, as amended.  The statements made in
this prospectus  relating to any indentures and the debt securities to be issued
under the  indentures  are  summaries of certain  anticipated  provisions of the
indentures and are not complete.

    The  following  is a summary of the material  terms of our debt  securities.
Because it is a summary,  it does not contain all of the information that may be
important  to you.  If you want more  information,  you should read the

                                       1
<PAGE>
forms  of  indentures  which  we have  filed  as  exhibits  to the  registration
statement of which this  prospectus is part.  We will file any final  indentures
and supplemental indentures if we issue debt securities. See "Where You Can Find
More Information." This summary is also subject to and qualified by reference to
the  descriptions of the particular  terms of your  securities  described in the
applicable prospectus supplement.

General

    We may issue debt securities that rank "senior,"  "senior  subordinated"  or
"junior  subordinated." The debt securities that we refer to as "senior" will be
our direct  obligations  and will rank  equally  and ratably in right of payment
with our other indebtedness not subordinated.  We may issue debt securities that
will be  subordinated in right of payment to the prior payment in full of senior
debt, as defined in the applicable prospectus  supplement,  and may rank equally
and ratably with the other senior subordinated  indebtedness.  We refer to these
as "senior subordinated"  securities. We may also issue debt securities that may
be subordinated in right of payment to the senior subordinated securities. These
would be "junior subordinated"  securities.  We have filed with the registration
statement of which this  prospectus is part three  separate  forms of indenture,
one for the senior securities,  one for the senior  subordinated  securities and
one for the junior subordinated securities.  We refer to senior subordinated and
junior subordinated securities as "subordinated."

    We may issue the debt  securities  without  limit as to aggregate  principal
amount,  in one or more  series,  in each  case as we  establish  in one or more
supplemental indentures.  We need not issue all debt securities of one series at
the same time. Unless we otherwise provide, we may reopen a series,  without the
consent of the holders of the series, for issuances of additional  securities of
that series.

    We  anticipate  that any  indenture  will provide that we may, but need not,
designate more than one trustee under an indenture,  each with respect to one or
more series of debt securities. Any trustee under any indenture may resign or be
removed  with  respect  to one or more  series  of debt  securities,  and we may
appoint a successor trustee to act with respect to that series.

    The  applicable  prospectus  supplement  will  describe the  specific  terms
relating  to the  series of debt  securities  we will  offer,  including,  where
applicable, the following:

o   the title and series  designation  and whether  they are senior  securities,
    senior subordinated securities or junior subordinated securities;

o   the aggregate principal amount of the securities;

o   the  percentage  of the  principal  amount  at which we will  issue the debt
    securities and, if other than the principal  amount of the debt  securities,
    the portion of the  principal  amount of the debt  securities  payable  upon
    maturity of the debt securities;

o   if convertible,  the initial conversion price, the conversion period and any
    other terms governing such conversion;

o   the stated maturity date;

o   the place where principal, premium, if any, and interest will be payable and
    where the debt  securities  can be  surrendered  for  transfer,  exchange or
    conversion;

o   the date from which interest may accrue and any interest payment dates;

o   any sinking fund requirements;

o   any  provisions  for  redemption,  including  the  redemption  price and any
    remarketing arrangements;

                                       2
<PAGE>
o   whether the securities  are  denominated or payable in United States dollars
    or a foreign currency or units of two or more foreign currencies;

o   whether  the  amount of  payments  of  principal  of or  premium,  if any or
    interest on the debt  securities  may be  determined  with  reference  to an
    index, formula or other method and the manner in which such amounts shall be
    determined;

o   the  events of  default  and  covenants  of such  securities,  to the extent
    different from or in addition to those described in this prospectus;

o   whether we will issue the debt  securities  in  certificated  or  book-entry
    form;

o   whether the debt  securities will be in registered or bearer form and, if in
    registered form, the denominations if other than in even multiples of $1,000
    and, if in bearer form, the denominations and terms and conditions  relating
    thereto;

o   whether we will issue any of the debt  securities  in permanent  global form
    and, if so, the terms and  conditions,  if any, upon which  interests in the
    global  security may be exchanged,  in whole or in part,  for the individual
    debt securities represented by the global security;

o   the  applicability,  if  any,  of the  defeasance  and  covenant  defeasance
    provisions described in this prospectus or any prospectus supplement;

o   whether we will pay  additional  amounts on the securities in respect of any
    tax,  assessment or governmental charge and, if so, whether we will have the
    option to redeem the debt securities instead of making this payment;

o   the subordination provisions, if any, relating to the debt securities; and

o   if the debt  securities are to be issued upon the exercise of debt warrants,
    the time, manner and place for them to be authenticated and delivered.

    We may issue debt  securities at less than the principal  amount  payable at
maturity.  We refer to these securities as "original issue discount" securities.
If  material  or  applicable,  we will  describe  in the  applicable  prospectus
supplement special U.S. federal income tax, accounting and other  considerations
applicable to original issue discount securities.

    Except as may be described in any prospectus  supplement,  an indenture will
not  contain  any  other  provisions  that  would  limit  our  ability  to incur
indebtedness or that would afford holders of the debt  securities  protection in
the event of a highly  leveraged or similar  transaction  involving us or in the
event of a change  of  control.  You  should  review  carefully  the  applicable
prospectus  supplement  for  information  with  respect to events of default and
covenants applicable to the securities being offered.

Denominations, Interest, Registration and Transfer

    Unless otherwise described in the applicable prospectus supplement,  we will
issue the debt  securities  of any  series  that are  registered  securities  in
denominations  that are even multiples of $1,000,  other than global securities,
which may be of any denomination.

    Unless otherwise specified in the applicable prospectus supplement,  we will
pay the interest, principal and any premium at the corporate trust office of the
trustee. At our option, however, we may make payment of interest by check mailed
to the  address  of the  person  entitled  to the  payment  as it appears in the
applicable  register  or by wire  transfer of funds to that person at an account
maintained within the United States.

                                       3
<PAGE>
    If we do not  punctually  pay  or  otherwise  provide  for  interest  on any
interest payment date, the defaulted interest will be paid either:

o   to the person in whose name the debt  security is registered at the close of
    business on a special record date the trustee will fix; or

o   in any other lawful manner, all as the applicable indenture describes.

    You may have your debt  securities  divided  into  more debt  securities  of
smaller   denominations  or  combined  into  fewer  debt  securities  of  larger
denominations,  as long as the total  principal  amount is not changed.  We call
this an "exchange."

    You may exchange or transfer debt securities at the office of the applicable
trustee.  The trustee acts as our agent for  registering  debt securities in the
names  of  holders  and  transferring  debt  securities.   We  may  change  this
appointment to another entity or perform it ourselves. The entity performing the
role of maintaining the list of registered holders is called the "registrar." It
will also perform transfers.

    You will not be  required  to pay a service  charge to  transfer or exchange
debt  securities,  but  you  may  be  required  to pay  for  any  tax  or  other
governmental  charge  associated  with the  exchange or  transfer.  The security
registrar  will make the transfer or exchange only if it is satisfied  with your
proof of ownership.

Merger, Consolidation or Sale of Assets

    Under any indenture, we are generally permitted to consolidate or merge with
another company.  We are also permitted to sell  substantially all of our assets
to  another  company,  or to buy  substantially  all of the  assets  of  another
company.  However,  we may not take any of these  actions  unless the  following
conditions are met:

o   If we merge out of existence or sell our assets,  the other  company must be
    an entity organized under the laws of a state or the District of Columbia or
    under  federal  law and must  agree to be legally  responsible  for our debt
    securities; and

o   Immediately after the merger,  sale of assets or other  transaction,  we may
    not be in default on our debt  securities.  A default for this purpose would
    include any event that would be an event of default if the  requirements for
    giving us  default  notice  or our  default  having to exist for a  specific
    period of time were disregarded.

Certain Covenants

    Existence.   Except  as  permitted  as   described   above  under   "Merger,
Consolidation  or Sale of Assets," we will agree to do all things  necessary  to
preserve and keep our trust existence, rights and franchises provided that it is
in our best interests for the conduct of business.

    Provisions of Financial Information. Whether or not we remain required to do
so  under  the  Securities  Exchange  Act of 1934,  as  amended,  to the  extent
permitted by law, we will agree to file all annual,  quarterly and other reports
and financial  statements with the SEC and an indenture trustee on or before the
applicable SEC filing dates as if we were required to do so.

    Additional Covenants. Any additional or different covenants or modifications
to the foregoing  covenants with respect to any series of debt securities,  will
be described in the applicable prospectus supplement.

Events of Default and Related Matters

    Events of  Default.  The term  "event  of  default"  for any  series of debt
securities means any of the following:

                                       4
<PAGE>
o   We do not pay the principal or any premium on a debt security of that series
    when it becomes due upon its maturity date;

o   We do not pay  interest on a debt  security  of that  series  within 30 days
    after its due date;

o   We do not deposit any sinking fund payment for that series when due;

o   We remain in breach of any other  term of the  applicable  indenture  (other
    than a term added to the  indenture  solely for the benefit of other series)
    for 60 days after we  receive a notice of default  stating we are in breach.
    Either the trustee or holders of more than 50% in  principal  amount of debt
    securities of the affected series may send the notice;

o   We default  under any of our other  indebtedness  in an aggregate  principal
    amount  exceeding a specified  dollar  amount  after the  expiration  of any
    applicable  grace period,  which default results in the  acceleration of the
    maturity of such  indebtedness.  Such  default is not an event of default if
    the other  indebtedness is discharged,  or the  acceleration is rescinded or
    annulled,  within a period of 10 days after we receive notice specifying the
    default and requiring that we discharge the other  indebtedness or cause the
    acceleration to be rescinded or annulled.  Either the trustee or the holders
    of more than 50% in  principal  amount of debt  securities  of the  affected
    series may send the notice;

o   We or one of our "significant subsidiaries," if any, files for bankruptcy or
    certain other events in bankruptcy, insolvency or reorganization occur; or

o   Any other event of default described in the applicable prospectus supplement
    occurs.

    The  term   "significant   subsidiary"   means   each  of  our   significant
subsidiaries,  if any, as defined in Regulation  S-X under the Securities Act of
1933, as amended.

    Remedies if an Event of Default Occurs.  If an event of default has occurred
and has not been  cured,  the  trustee or the  holders of at least a majority in
principal  amount of the debt  securities of the affected series may declare the
entire  principal amount of all the debt securities of that series to be due and
immediately  payable. If an event of default occurs because of certain events in
bankruptcy,  insolvency or reorganization,  the principal amount of all the debt
securities of that series will be automatically accelerated,  without any action
by the trustee or any holder.  At any time after the trustee or the holders have
accelerated any series of debt  securities,  but before a judgment or decree for
payment of the money due has been  obtained,  the holders of at least a majority
in principal  amount of the debt  securities of the affected  series may,  under
certain circumstances, rescind and annul such acceleration.

    The  trustee  will  be  required  to  give  notice  to the  holders  of debt
securities within 90 days after a default under the applicable  indenture unless
the default has been cured or waived.  The  trustee may  withhold  notice to the
holders of any series of debt  securities  of any default  with  respect to that
series,  except a default in the payment of the  principal of or interest on any
debt security of that series, if specified  responsible  officers of the trustee
in good faith  determine that  withholding  the notice is in the interest of the
holders.

    Except in cases of default,  where the trustee has some special duties,  the
trustee is not required to take any action under the applicable indenture at the
request  of  any  holders  unless  the  holders  offer  the  trustee  reasonable
protection  from expenses and liability.  We refer to this as an "indemnity." If
reasonable indemnity is provided,  the holders of a majority in principal amount
of the outstanding securities of the relevant series may direct the time, method
and place of  conducting  any lawsuit or other formal  legal action  seeking any
remedy  available to the  trustee.  These  majority  holders may also direct the
trustee in performing any other action under the applicable  indenture,  subject
to certain limitations.

    Before you bypass the  trustee  and bring your own  lawsuit or other  formal
legal  action  or take  other  steps to  enforce  your  rights or  protect  your
interests relating to the debt securities, the following must occur:

                                       5
<PAGE>
o   You must  give the  trustee  written  notice  that an event of  default  has
    occurred and remains uncured;

o   The holders of at least a majority in  principal  amount of all  outstanding
    securities  of the  relevant  series  must make a written  request  that the
    trustee  take  action  because of the  default,  and must  offer  reasonable
    indemnity to the trustee  against the cost and other  liabilities  of taking
    that action; and

o   The  trustee  must have not taken  action for 60 days  after  receipt of the
    notice and offer of indemnity.

However,  you are  entitled  at any time to bring a lawsuit  for the  payment of
money due on your security after its due date.

    Every year we will furnish to the trustee a written  statement by certain of
our officers  certifying  that to their  knowledge we are in compliance with the
applicable indenture and the debt securities, or else specifying any default.

Modification of an Indenture

    There are three types of changes we can make to the  indentures and the debt
securities:

    Changes Requiring Your Approval.  First, there are changes we cannot make to
your debt securities without your specific approval.  The following is a list of
those types of changes:

o   change the stated maturity of the principal or interest on a debt security;

o   reduce any amounts due on a debt security or the rate or amount of interest;

o   reduce the amount of any premium due upon redemption;

o   reduce the amount of principal  payable upon acceleration of the maturity of
    a debt security following a default;

o   change the currency of payment on a debt security;

o   change the place of payment;

o   impair your right to sue for payment;

o   reduce the percentage of holders of debt securities  whose consent is needed
    to  modify  or  amend  an  indenture  or to waive  compliance  with  certain
    provisions of an indenture;

o   reduce the percentage of holders of debt securities  whose consent is needed
    to waive  past  defaults  or  change  certain  provisions  of the  indenture
    relating to waivers of default;

o   reduce the voting or quorum requirements;

o   modify or waive any  provisions  relating  to default or event of default in
    the  payment of  principal  of or  premium,  if any, or interest on the debt
    securities; or

o   modify any of the foregoing provisions.

    Changes Requiring a Majority Vote. The second type of change to an indenture
and the debt  securities is the kind that requires a vote in favor by holders of
debt  securities  owning a majority of the  principal  amount of the  particular
series  affected.  Most changes fall into this  category,  except for clarifying
changes and certain other  changes that would not  materially  adversely  affect
holders of the debt securities. We require the same vote to obtain

                                       6
<PAGE>
a waiver of a past  default.  However,  we  cannot  obtain a waiver of a payment
default or any other aspect of an indenture or the debt securities listed in the
first category described above under "--Changes  Requiring Your Approval" unless
we obtain your individual consent to the waiver.

    Changes Not  Requiring  Approval.  The third type of change does not require
any vote by holders of debt securities.  This type is limited to  clarifications
and certain other changes that would not materially  adversely affect holders of
the debt securities.

    Further  Details  Concerning  Voting.  Debt  securities  are not  considered
outstanding,  and therefore  the holders  thereof are not eligible to vote if we
have  deposited  or set  aside in trust  for you  money  for  their  payment  or
redemption  or if we or one of our  affiliates  own them.  The  holders  of debt
securities  are also not  eligible  to vote if they have been fully  defeased as
described   immediately  below  under  "--Discharge,   Defeasance  and  Covenant
Defeasance--Full  Defeasance." For original issue discount  securities,  we will
use the principal amount that would be due and payable on the voting date if the
maturity  of the debt  securities  were  accelerated  to that date  because of a
default.

Discharge, Defeasance and Covenant Defeasance

    Discharge.  We may discharge  some  obligations  to holders of any series of
debt  securities  that either have become due and payable or will become due and
payable  within one year,  or  scheduled  for  redemption  within  one year,  by
irrevocably  depositing  with the  trustee,  in trust,  funds in the  applicable
currency  in an amount  sufficient  to pay the debt  securities,  including  any
premium and interest.

    Full  Defeasance.  We can,  under  particular  circumstances,  effect a full
defeasance  of your  series of debt  securities.  By this we mean we can legally
release  ourselves from any payment or other  obligations on the debt securities
if, among other  things,  we put in place the  arrangements  described  below to
repay you and deliver certain certificates and opinions to the trustee:

o   We must  deposit  in trust for your  benefit  and the  benefit  of all other
    direct  holders  of the  debt  securities  a  combination  of  money or U.S.
    government  or  U.S.   government   agency  notes  or  bonds  (or,  in  some
    circumstances,  depositary receipts  representing these notes or bonds) that
    will generate enough cash to make interest, principal and any other payments
    on the debt securities on their various due dates;

o   The current  federal tax law must be changed or an IRS ruling must be issued
    permitting  the above  deposit  without  causing you to be taxed on the debt
    securities  any  differently  than if we did not make the  deposit  and just
    repaid the debt securities ourselves.  Under current federal income tax law,
    the deposit and our legal release from the debt securities  would be treated
    as though we took back your debt  securities  and gave you your share of the
    cash and  notes or bonds  deposited  in  trust.  In that  event,  you  could
    recognize gain or loss on the debt securities you give back to us; and

o   We must deliver to the trustee a legal opinion confirming the tax law change
    or IRS ruling described above.

    If we did accomplish full  defeasance,  you would have to rely solely on the
trust deposit for repayment on the debt securities. You could not look to us for
repayment in the unlikely event of any shortfall.  Conversely, the trust deposit
would most likely be protected from claims of our lenders and other creditors if
we ever  became  bankrupt  or  insolvent.  You would also be  released  from any
subordination provisions.

    Notwithstanding  the foregoing,  the following  rights and obligations  will
survive full defeasance:

o   your rights to receive payments from the trust when payments are due;

o   our obligations relating to registration and transfer of securities and lost
    or mutilated certificates; and

                                       7
<PAGE>
o   our  obligations to maintain a payment office and to hold moneys for payment
    in trust.

    Covenant  Defeasance.  Under current federal income tax law, we can make the
same  type  of  deposit  described  above  and  be  released  from  some  of the
restrictive  covenants  in  the  debt  securities.   This  is  called  "covenant
defeasance." In that event,  you would lose the protection of those  restrictive
covenants but would gain the protection of having money and securities set aside
in  trust  to  repay  the   securities  and  you  would  be  released  from  any
subordination provisions.

    If  we  accomplish  covenant  defeasance,  the  following  provisions  of an
indenture and the debt securities would no longer apply:

o   any covenants  applicable to the series of debt  securities and described in
    the applicable prospectus supplement;

o   any subordination provisions; and

o   certain events of default  relating to breach of covenants and  acceleration
    of the maturity of other debt set forth in any prospectus supplement.

    If we accomplish covenant defeasance, you can still look to us for repayment
of the debt securities if a shortfall in the trust deposit  occurred.  If one of
the remaining  events of default occurs,  for example,  our bankruptcy,  and the
debt securities  become  immediately due and payable,  there may be a shortfall.
Depending  on the  event  causing  the  default,  you may not be able to  obtain
payment of the shortfall.

    Unless otherwise provided in the applicable prospectus supplement,  if after
we have deposited funds and/or  government  obligations to effect  defeasance or
covenant  defeasance (1) a holder elects to receive  payment in a currency other
than that in which the deposit has been made, or (2) a "Conversion Event" occurs
in respect of the currency in which the deposit has been made, the  indebtedness
represented  by that debt  security  will be deemed to have  been,  and will be,
fully  discharged  and  satisfied  through the payment of the  principal of (and
premium, if any) and interest on the debt security as they become due out of the
proceeds  yielded by converting the amount deposited in trust into the currency,
currency unit or composite  currency in which that debt security becomes payable
as a result of the  holder's  election  or the  cessation  of usage based on the
applicable market exchange rate.

    A "Conversion Event" means the cessation of use of:

o   a currency,  currency unit or composite  currency both by the  government of
    the country that issued the currency and for the settlement of  transactions
    by  a  central  bank  or  other  public   institutions   of  or  within  the
    international banking community; or

o   any currency  unit or  composite  currency for the purposes for which it was
    established.

    Unless  otherwise  provided in the  applicable  prospectus  supplement,  all
payments of principal of (and premium, if any) and interest on any debt security
that is payable in a foreign  currency that ceases to be used by its  government
of issuance will be made in U.S. dollars.

Meetings of Holders

    A meeting of the holders of debt securities may be called at any time by the
trustee,  and  also,  upon  request,  by us or the  holders  of at least  25% in
principal  amount of the  outstanding  debt  securities,  upon  notice  given as
provided in the  indenture.  Except for any consent or other action that must be
specifically given by the holder of each debt security any resolution  presented
at a meeting at which a quorum is present  may be adopted by a majority  vote of
the outstanding debt securities.  Any resolution that may be made by the holders
of less than a majority of the  outstanding  debt securities may be adopted at a
meeting at which a quorum is present by the  affirmative  vote of the holders of
such  specified  percentage.  Any  resolution  passed or  decision  taken at any
meeting  of  holders  of debt

                                       8
<PAGE>
securities duly held in accordance with the applicable indenture will be binding
on all holders of the debt securities of that series.  The quorum at any meeting
called  to  adopt a  resolution  will be  persons  representing  a  majority  in
principal amount of the outstanding debt securities.  However,  if any action is
to be taken at a meeting  with respect to a consent or waiver which may be given
by the holders of not less than a specified  percentage  in principal  amount of
the  outstanding  debt  securities,  the persons  holding or  representing  such
specified percentage in principal amount of the outstanding debt securities will
constitute a quorum.

    If any action is to be taken at a meeting of holders of debt  securities  of
any  series  with  respect  to any  consent,  waiver or other  action  that such
indenture  expressly provides may be made, given or taken by the holders of such
series and one or more  additional  series:  (1) there will be no minimum quorum
requirement  for such meeting and (2) the  principal  amount of the  outstanding
debt  securities  of that series that vote in favor of such  consent,  waiver or
other action will be taken into  account in  determining  whether such  consent,
waiver or other action has been made, given or taken under the indenture.

Conversion Rights

    The  terms and  conditions,  if any,  upon  which  the debt  securities  are
convertible  into common or preferred shares will be set forth in the applicable
prospectus  supplement.  Such terms will include whether the debt securities are
convertible into common or preferred shares,  the conversion price (or manner of
calculation thereof), the conversion period, provisions as to whether conversion
will be at the option of the holders,  the events requiring an adjustment of the
conversion  price  and  provisions  affecting  conversion  in the  event  of the
redemption of such debt securities and any restrictions on conversion, including
restrictions  directed at maintaining our REIT status under the Internal Revenue
Code of 1986, as amended.

Subordination

    We will  describe  in the  applicable  prospectus  supplement  the terms and
conditions,  if any, upon which any series of senior subordinated  securities or
subordinated  securities is subordinated to debt securities of another series or
to our other indebtedness. The terms will include a description of:

o   the indebtedness ranking senior to the debt securities being offered;

o   the restrictions,  if any, on payments to the holders of the debt securities
    being  offered  while a default with respect to the senior  indebtedness  is
    continuing;

o   the restrictions,  if any, on payments to the holders of the debt securities
    being offered following an event of default; and

o   provisions  requiring  holders of the debt securities being offered to remit
    some payments to holders of senior indebtedness.

Global Securities

    If so set forth in the applicable  prospectus  supplement,  we may issue the
debt  securities  of a  series  in  whole  or in part in the form of one or more
global  securities  that will be deposited  with a depositary  identified in the
prospectus  supplement.  We may issue global  securities in either registered or
bearer form and in either temporary or permanent form. The specific terms of the
depositary  arrangement  with respect to any series of debt  securities  will be
described in the prospectus supplement.

                                       9
<PAGE>
                          DESCRIPTION OF COMMON SHARES

    Our  declaration  of trust  authorizes  us to issue  up to an  aggregate  of
200,000,000 shares of beneficial interest,  including 100,000,000 common shares,
par value $.01 per share, and 100,000,000  preferred shares,  without par value,
and authorizes our board of trustees to determine,  at any time and from time to
time the number of authorized shares of beneficial interest, as described below.
As of March 4, 2002, we had 62,515,940  common shares issued and outstanding and
3,000,000 shares of Series A Cumulative  Preferred Shares issued and outstanding
as described below under  "Description of Preferred Shares - Series A Cumulative
Redeemable   Preferred   Shares."  In  connection   with  the  adoption  of  our
shareholders'  rights plan, our board of trustees  established an authorized but
unissued  class of  1,000,000  preferred  shares,  par  value  $.01  per  share,
described  more fully  below under  "Description  of  Preferred  Shares - Junior
Participating  Preferred  Shares."  As of the date of this  prospectus  no other
class or series of preferred shares had been established.

    The following is a summary  description  of the material terms of our common
shares of beneficial interest.  Because it is a summary, it does not contain all
of the information  that may be important to you. If you want more  information,
you should read our  declaration of trust and bylaws,  copies of which have been
filed with the SEC. See "Where You Can Find More  Information."  This summary is
also subject to and qualified by reference to the  description of the particular
terms of your securities described in the applicable prospectus supplement.

    As permitted by the Maryland REIT Law, our  declaration  of trust contains a
provision  permitting  our  board  of  trustees,   without  any  action  by  our
shareholders,  to amend the  declaration  of trust to increase  or decrease  the
total  number of  shares  of  beneficial  interest,  to issue new and  different
classes of shares in any amount or to reclassify any unissued  shares into other
classes or series of classes that we choose. We believe that giving these powers
to our  board  of  trustees  will  provide  us  with  increased  flexibility  in
structuring  possible future  financings and  acquisitions  and in meeting other
business  needs  which  might  arise.  Although  our  board of  trustees  has no
intention at the present time of doing so, it could  authorize us to issue a new
class or series  that  could,  depending  upon the terms of the class or series,
delay or prevent a change in control.

    Except as otherwise described in the applicable prospectus  supplement,  all
of our shares are entitled to the following,  subject to the preferential rights
of any other class or series of shares which may be issued and to the provisions
of our declaration of trust regarding the restriction of the ownership of shares
of beneficial interest:

    o   to receive  distributions  on our shares if, as and when  authorized and
        declared by our board of trustees out of assets  legally  available  for
        distribution; and

    o   to share ratably in our assets legally available for distribution to our
        shareholders in the event of our liquidation,  dissolution or winding up
        after  payment of or adequate  provision  for all of our known debts and
        liabilities.

    Subject  to the  provisions  of  our  declaration  of  trust  regarding  the
restriction on the transfer of shares of beneficial  interest,  each outstanding
common share entitles the holder to one vote on all matters  submitted to a vote
of shareholders,  including the election of trustees. However, holders of common
shares will not have cumulative voting rights in the election of trustees.

    Holders of common shares have no preference,  conversion,  exchange, sinking
fund, redemption or appraisal rights.

    Shareholders  will have no  preemptive  rights to  subscribe  for any of our
securities.  Subject to the provisions of our declaration of trust regarding the
restriction  on ownership of shares of beneficial  interest,  common shares will
have equal distribution, liquidation and other rights.

                                       10
<PAGE>
    For other  information  with respect to our shares,  including  effects that
provisions  in our  declaration  of trust and  bylaws  may have in  delaying  or
deterring a change in our control,  see  "Description  of Certain  Provisions of
Maryland Law and Our Declaration of Trust and Bylaws" below.

                         DESCRIPTION OF PREFERRED SHARES

Preferred Shares

    The  following  is a  summary  description  of  the  material  terms  of our
preferred shares of beneficial  interest.  Because it is a summary,  it does not
contain all of the  information  that may be  important to you. If you want more
information,  you should read our  declaration  of trust and  bylaws,  copies of
which have been filed with the SEC.  See "Where You Can Find More  Information."
This summary is also subject to and qualified by reference to the description of
the particular  terms of our securities  described in the applicable  prospectus
supplement.

    General. Our board of trustees will determine the designations, preferences,
limitations and relative rights of our authorized and unissued preferred shares.
These may include:

o   the  distinctive  designation  of each  series and the number of shares that
    will constitute the series;

o   the voting rights, if any, of shares of the series;

o   the  distribution  rate  on the  shares  of  the  series,  any  restriction,
    limitation  or  condition  upon the  payment  of the  distribution,  whether
    distributions  will be  cumulative,  and the  dates on  which  distributions
    accumulate and are payable;

o   the prices at which,  and the terms and  conditions on which,  the shares of
    the series may be redeemed, if the shares are redeemable;

o   the  purchase  or sinking  fund  provisions,  if any,  for the  purchase  or
    redemption of shares of the series;

o   any  preferential  amount  payable  upon  shares  of  the  series  upon  our
    liquidation or the distribution of our assets;

o   if the shares are  convertible,  the price or rates of  conversion at which,
    and the terms and  conditions  on which,  the  shares of the  series  may be
    converted into other securities; and

o   whether the series can be exchanged,  at our option,  into debt  securities,
    and the terms and conditions of any permitted exchange.

    The  issuance of  preferred  shares,  or the  issuance of rights to purchase
preferred  shares,  could  discourage an unsolicited  acquisition  proposal.  In
addition,  the rights of holders of common shares will be subject to, and may be
adversely affected by, the rights of holders of any preferred shares that we may
issue in the future.

    The following  describes  some general terms and provisions of the preferred
shares  to which a  prospectus  supplement  may  relate.  The  statements  below
describing the preferred  shares are in all respects subject to and qualified in
their entirety by reference to the applicable  provisions of our  declaration of
trust, including any applicable articles supplementary, and our bylaws.

    The  prospectus  supplement  will  describe  the  specific  terms as to each
issuance of preferred shares, including:

o   the description of the preferred shares;

o   the number of the preferred shares offered;

                                       11
<PAGE>
o   the voting rights, if any, of the holders of the preferred shares;

o   the offering price of the preferred shares;

o   the  distribution  rate, when  distributions  will be paid, or the method of
    determining  the  distribution  rate  if it is  based  on a  formula  or not
    otherwise fixed;

o   the date from which distributions on the preferred shares shall accumulate;

o   the provisions for any auctioning or  remarketing,  if any, of the preferred
    shares;

o   the provision, if any, for redemption or a sinking fund;

o   the liquidation preference per share;

o   any listing of the preferred shares on a securities exchange;

o   whether the preferred  shares will be  convertible  and, if so, the security
    into which they are  convertible and the terms and conditions of conversion,
    including the conversion price or the manner of determining it;

o   whether  interests in the preferred shares will be represented by depositary
    shares as more  fully  described  below  under  "Description  of  Depositary
    Shares;"

o   a discussion of federal income tax considerations;

o   the  relative  ranking  and  preferences  of  the  preferred  shares  as  to
    distribution and liquidation rights;

o   any limitations on issuance of any preferred  shares ranking senior to or on
    a  parity  with  the  series  of  preferred   shares  being  offered  as  to
    distribution and liquidation rights;

o   any  limitations  on direct or  beneficial  ownership  and  restrictions  on
    transfer,  in each case as may be  appropriate  to preserve  our status as a
    real estate investment trust; and

o   any other specific terms, preferences,  rights,  limitations or restrictions
    of the preferred shares.

    As  described  under  "Description  of  Depositary  Shares,"  we may, at our
option, elect to offer depositary shares evidenced by depositary receipts. If we
elect to do this, each depositary  receipt will represent a fractional  interest
in a share of the particular series of the preferred shares issued and deposited
with a  depositary.  The  applicable  prospectus  supplement  will  specify that
fractional interest.

Rank

    Unless our board of trustees  otherwise  determines and we so specify in the
applicable prospectus supplement, we expect that the preferred shares will, with
respect to distribution rights and rights upon liquidation or dissolution,  rank
senior to all our common shares.

Distributions

    Holders of preferred  shares of each series will be entitled to receive cash
and/or share distributions at the rates and on the dates shown in the applicable
prospectus supplement. Even though the preferred shares may specify a fixed rate
of  distribution,  our  board of  trustees  must  authorize  and  declare  those
distributions  and they may be paid only out of  assets  legally  available  for
payment.  We will pay each  distribution  to holders of record as they appear on

                                       12
<PAGE>
our share transfer books on the record dates fixed by our board of trustees.  In
the case of preferred shares represented by depositary receipts,  the records of
the  depositary  referred  to under  "Description  of  Depositary  Shares"  will
determine the persons to whom distributions are payable.

    Distributions  on any  series  of  preferred  shares  may be  cumulative  or
noncumulative,  as provided in the applicable prospectus supplement. We refer to
each  particular  series,  for  ease of  reference,  as the  applicable  series.
Cumulative distributions will be cumulative from and after the date shown in the
applicable prospectus supplement.  If our board of trustees fails to authorize a
distribution on any applicable  series that is  noncumulative,  the holders will
have no right to receive,  and we will have no obligation to pay, a distribution
in respect of the applicable  distribution period,  whether or not distributions
on that series are declared payable in the future.

    If the applicable  series is entitled to a cumulative  distribution,  we may
not declare,  or pay or set aside for  payment,  any full  distributions  on any
other series of preferred shares ranking, as to distributions,  on a parity with
or junior to the  applicable  series,  unless we declare,  and either pay or set
aside for payment,  full cumulative  distributions on the applicable  series for
all past distribution  periods and the then current  distribution period. If the
applicable series does not have a cumulative distribution,  we must declare, and
pay  or  set  aside  for  payment,  full  distributions  for  the  then  current
distribution  period only.  When  distributions  are not paid,  or set aside for
payment,  in full upon any applicable  series and the shares of any other series
ranking on a parity as to  distributions  with the  applicable  series,  we must
declare, and pay or set aside for payment, all distributions upon the applicable
series and any other parity series  proportionately,  in accordance with accrued
and unpaid distributions of the several series. For these purposes,  accrued and
unpaid distributions do not include unpaid distribution periods on noncumulative
preferred  shares.  No interest  will be payable in respect of any  distribution
payment that may be in arrears.

    Except  as  provided  in the  immediately  preceding  paragraph,  unless  we
declare,  and pay or set  aside  for  payment,  full  cumulative  distributions,
including for the then current period, on any cumulative  applicable  series, we
may not declare, or pay or set aside for payment,  any distributions upon common
shares or any other equity securities  ranking junior to or on a parity with the
applicable  series  as to  distributions  or  upon  liquidation.  The  foregoing
restriction  does not  apply to  distributions  paid in  common  shares or other
equity  securities  ranking junior to the applicable  series as to distributions
and upon liquidation.  If the applicable  series is noncumulative,  we need only
declare, and pay or set aside for payment, the distribution for the then current
period,  before  declaring  distributions  on common  shares or junior or parity
securities.  In addition,  under the  circumstances  that we could not declare a
distribution,  we  may  not  redeem,  purchase  or  otherwise  acquire  for  any
consideration  any common  shares or other parity or junior  equity  securities,
except upon conversion into or exchange for common shares or other junior equity
securities. We may, however, make purchases and redemptions otherwise prohibited
pursuant to certain  redemptions or pro rata offers to purchase the  outstanding
shares of the applicable series and any other parity series of preferred shares.

    We will credit any distribution  payment made on an applicable  series first
against the  earliest  accrued but unpaid  distribution  due with respect to the
series.

Redemption

    We may have the right or may be  required  to redeem  one or more  series of
preferred  shares,  as a whole or in part, in each case upon the terms,  if any,
and at the times and at the redemption prices shown in the applicable prospectus
supplement.

    If a series of preferred shares is subject to mandatory redemption,  we will
specify  in the  applicable  prospectus  supplement  the number of shares we are
required to redeem,  when those redemptions start, the redemption price, and any
other terms and conditions  affecting the redemption.  The redemption price will
include  all  accrued   and  unpaid   distributions,   except  in  the  case  of
noncumulative  preferred shares.  The redemption price may be payable in cash or
other property,  as specified in the applicable  prospectus  supplement.  If the
redemption price for preferred shares of any series is payable only from the net
proceeds of our  issuance  of shares of  beneficial  interest,  the terms of the
preferred  shares may provide that, if no shares of  beneficial  interest  shall
have  been  issued or to the  extent  the net  proceeds  from any  issuance  are
insufficient  to pay in full  the  aggregate  redemption  price  then  due,  the
preferred

                                       13
<PAGE>
shares will automatically and mandatorily be converted into shares of beneficial
interest  pursuant  to  conversion   provisions   specified  in  the  applicable
prospectus supplement.

Liquidation Preference

    The applicable prospectus supplement will show the liquidation preference of
the applicable series. Upon our voluntary or involuntary liquidation, before any
distribution may be made to the holders of our common shares or any other shares
of beneficial  interest  ranking junior in the  distribution  of assets upon any
liquidation  to the  applicable  series,  the  holders  of that  series  will be
entitled to receive,  out of our assets legally  available for  distribution  to
shareholders,  liquidating  distributions  in  the  amount  of  the  liquidation
preference, plus an amount equal to all distributions accrued and unpaid. In the
case of a  noncumulative  applicable  series,  accrued and unpaid  distributions
include only the then current  distribution  period.  After  payment of the full
amount of the liquidating  distributions to which they are entitled, the holders
of preferred shares will have no right or claim to any of our remaining  assets.
If  liquidating  distributions  shall  have been made in full to all  holders of
preferred shares,  our remaining assets will be distributed among the holders of
any other shares of beneficial  interest  ranking junior to the preferred shares
upon  liquidation,  according to their rights and  preferences  and in each case
according to their number of shares.

    If, upon any voluntary or involuntary liquidation,  our available assets are
insufficient  to  pay  the  amount  of  the  liquidating  distributions  on  all
outstanding  shares of that series and the corresponding  amounts payable on all
shares of beneficial  interest ranking on a parity in the distribution of assets
with that series,  then the holders of that series and all other equally ranking
shares of  beneficial  interest  shall  share  ratably  in the  distribution  in
proportion to the full  liquidating  distributions to which they would otherwise
be entitled.

    For these purposes, our consolidation or merger with or into any other trust
or  corporation  or other  entity,  or the sale,  lease or  conveyance of all or
substantially all of our property or business, will not be a liquidation.

Voting Rights

    Holders of the preferred  shares will not have any voting rights,  except as
shown below or as otherwise from time to time required by law or as specified in
the applicable prospectus supplement.

    Unless otherwise specified in the applicable prospectus supplement,  holders
of our preferred  shares (voting  separately as a class with all other series of
preferred  shares  with  similar  voting  rights)  will be entitled to elect two
additional  trustees  to our board of  trustees  at our next  annual  meeting of
shareholders and at each subsequent annual meeting if at any time  distributions
on the applicable series are in arrears for six consecutive  quarterly  periods.
If the  applicable  series  has a  cumulative  distribution,  the right to elect
additional  trustees  described in the preceding sentence shall remain in effect
until we declare or pay and set aside for payment all distributions  accrued and
unpaid  on the  applicable  series.  If the  applicable  series  does not have a
cumulative distribution,  the right to elect additional trustees described above
shall  remain  in effect  until we  declare  or pay and set  aside  for  payment
distributions  accrued and unpaid on four consecutive  quarterly  periods on the
applicable  series.  In the event the preferred  shareholders are so entitled to
elect  directors,  the  entire  board  of  directors  will be  increased  by two
trustees.

    Unless  otherwise  provided  for in an  applicable  series,  so  long as any
preferred  shares are  outstanding,  we may not, without the affirmative vote or
consent  of a  majority  of the  shares  of  each  series  of  preferred  shares
outstanding at that time:

o   authorize,  create or increase the  authorized or issued amount of any class
    or series of shares of beneficial  interest ranking senior to that series of
    preferred shares with respect to distribution and liquidation rights;

o   reclassify  any  authorized  shares of beneficial  interest into a series of
    shares of  beneficial  interest  ranking  senior to that series of preferred
    shares with respect to distribution and liquidation rights;

                                       14
<PAGE>
o   create,  authorize or issue any security or obligation  convertible  into or
    evidencing the right to purchase any shares of beneficial  interest  ranking
    senior to that series of preferred  shares with respect to distribution  and
    liquidation rights; and

o   amend,  alter or repeal the  provisions of our  declaration  of trust or any
    articles  supplementary relating to that series of preferred shares, whether
    by merger consolidation or otherwise,  that materially and adversely affects
    the series of preferred shares.

    The  authorization,  creation or increase of the authorized or issued amount
of any class or series of shares of  beneficial  interest  ranking  on parity or
junior  to a series  of  preferred  shares  with  respect  to  distribution  and
liquidation  rights will not be deemed to materially  and adversely  affect that
series.

    The foregoing  voting  provisions  will not apply if all of the  outstanding
shares of the series of preferred  with the right to vote have been  redeemed or
called for redemption and sufficient  funds have been deposited in trust for the
redemption either at or prior to the act triggering these voting rights.

    As more fully described under  "Description of Depositary  Shares" below, if
we elect to issue depositary shares,  each representing a fraction of a share of
a series, each depositary will in effect be entitled to a fraction of a vote per
depositary share.

Conversion Rights

    We will  describe  in the  applicable  prospectus  supplement  the terms and
conditions, if any, upon which you may, or we may require you to, convert shares
of any series of  preferred  shares  into  common  shares or any other  class or
series of shares of  beneficial  interest.  The terms will include the number of
common  shares  or  other   securities  into  which  the  preferred  shares  are
convertible,  the  conversion  price (or the  manner  of  determining  it),  the
conversion period,  provisions as to whether conversion will be at the option of
the holders of the series or at our option,  the events  requiring an adjustment
of the conversion price, and provisions affecting conversion upon the redemption
of shares of the series.

Our Exchange Rights

    We will  describe  in the  applicable  prospectus  supplement  the terms and
conditions,  if any,  upon which we can require  you to  exchange  shares of any
series of preferred shares for debt securities.  If an exchange is required, you
will receive debt  securities  with a principal  amount equal to the liquidation
preference of the  applicable  series of preferred  shares.  The other terms and
provisions of the debt  securities  will not be materially less favorable to you
than those of the series of preferred shares being exchanged.

Series A Cumulative Redeemable Preferred Shares

    On April 12, 1999,  we issued and sold  3,000,000  shares of a new series of
preferred shares, the 9-1/2% Series A Cumulative Redeemable Preferred Shares, in
a public offering. The price to the public was $25 per share.

    The following is a summary description of the material terms of those Series
A  Preferred  Shares.  Because it is a summary,  it does not  contain all of the
information  that may be  important  to you. If you want more  information,  you
should read our declaration of trust and bylaws, copies of which have been filed
with the SEC. See "Where You Can Find More Information."

    Holders of Series A Preferred Shares are entitled to receive cumulative cash
dividends  at a rate  of  9-1/2%  per  year of the  $25  per  share  liquidation
preference  (equivalent  to $2.375 per annum per  share).  Distributions  on the
Series A Preferred  Shares are payable  quarterly  in arrears on the last day of
each March,  June,  September  and December or, if not a business  day, the next
business day.  Dividends on the Series A Preferred  Shares are  cumulative.  The
Series A Preferred  Shares rank senior to our common  shares with respect to the
payment of

                                       15
<PAGE>
dividends.  The Series A Preferred  Shares do not have any maturity date, and we
are not required to redeem the Series A Preferred  Shares. We may not redeem the
Series  A  Preferred  Shares  prior  to  April  12,  2004,   except  in  limited
circumstances relating to our continuing qualification as a Maryland real estate
investment trust. On and after April 12, 2004, we may, at our option, redeem the
Series A Preferred  Shares, in whole or from time to time in part, by payment of
$25 per share, plus accrued and unpaid  distributions  through and including the
date of redemption.

    If we  liquidate,  dissolve  or wind up,  holders of the Series A  Preferred
Shares  will have the right to receive  $25 per share,  plus  accrued and unpaid
distributions  through the date of payment,  before any payments are made to the
holders of our common shares. The holders of Series A Preferred Shares generally
have no voting  rights.  However,  if we do not pay  dividends  on the  Series A
Preferred Shares for six or more quarterly periods (whether or not consecutive),
the holders of the Series A Preferred Shares, voting as a class with the holders
of any other class or series of our  capital  shares  which has  similar  voting
rights,  will be entitled to vote for the election of two additional trustees to
serve on our board of trustees  until we pay all  dividends  which we owe on the
Series A Preferred Shares.  In addition,  the affirmative vote of the holders of
at least  two-thirds of the outstanding  shares of Series A Preferred  Shares is
required for us to authorize,  create or increase  capital shares ranking senior
to the  Series A  Preferred  Shares  or to amend our  declaration  of trust in a
manner  that  materially  and  adversely  affects  the  rights  of the  Series A
Preferred  Shares.  The Series A Preferred  Shares are not  convertible  into or
exchangeable for any other securities or property.

Junior Participating Preferred Shares

    In  connection  with the  adoption of our  shareholders'  rights  plan,  our
trustees  established  an  authorized  but unissued  class of  1,000,000  junior
participating  preferred  shares.  See  "Description  of Certain  Provisions  of
Maryland law and of Our  Declaration  of Trust and  Bylaws--Rights  Plan," for a
summary of the shareholders' rights plan. Certain powers, preferences and rights
and  certain   qualifications,   limitations  and  restrictions  of  the  junior
participating  preferred  shares,  when and if issued,  are described below. The
following  is a  summary  of some of the  terms  and  conditions  of the  junior
participating  preferred shares and does not purport to be complete.  Because it
is a summary,  it does not contain all of the information  that may be important
to you. If you want more  information,  you should read our declaration of trust
and  bylaws,  copies of which have been  filed with the SEC.  See "Where You Can
Find More Information."

    The holder of each  junior  participating  preferred  share is  entitled  to
quarterly  dividends in the greater  amount of $5.00 or 100 times the  quarterly
per share dividend, whether cash or otherwise,  declared upon the common shares.
Dividends on the junior participating preferred shares are cumulative.  Whenever
dividends on the junior  participating  preferred shares are in arrears,  we may
not  declare  or pay  dividends,  make  other  distributions  on,  or  redeem or
repurchase   common  shares  or  other  shares  ranking  junior  to  the  junior
participating  preferred  shares.  If we  fail  to pay  such  dividends  for six
quarters,  the  holders of the junior  participating  preferred  shares  will be
entitled to elect two trustees.

    The holder of each junior  participating  preferred share is entitled to 100
votes on all matters  submitted to a vote of the  shareholders,  voting  (unless
otherwise  provided in the declaration of trust or by law) together with holders
of common shares as one class. The junior participating preferred shares are not
redeemable.

    Upon  liquidation,   dissolution  or  winding  up,  the  holders  of  junior
participating  preferred shares are entitled to a liquidation preference of $100
per share plus the amount of any accrued and unpaid dividends,  prior to payment
of any  distribution in respect of the common shares or any other shares ranking
junior to the  junior  participating  preferred  shares.  After  payment of this
liquidation preference, the holders of junior participating preferred shares are
not entitled to further  distributions  until the holders of common  shares have
received an amount per share  equal to the  liquidation  preference  paid on the
junior participating preferred shares divided by 100, adjusted to reflect events
such as share splits, share dividends and recapitalizations affecting the common
shares.  Following  the full payment of this amount to the common  shareholders,
holders of junior  participating  preferred  shares are entitled to  participate

                                       16
<PAGE>
proportionately  on a per share  basis  with  holders  of  common  shares in the
distribution  of the remaining  assets to be distributed in respect of shares in
the ratio one one hundredth of the liquidation preference to one, respectively.

    The powers,  preferences  and rights of the junior  participating  preferred
shares are subject to the superior powers,  preferences and rights of our Series
A Preferred  Shares and any other  senior  series or class of  preferred  shares
which the board of trustees shall, from time to time, authorize and issue.

                        DESCRIPTION OF DEPOSITARY SHARES

General

    The  following  is a  summary  of the  material  provisions  of any  deposit
agreement and of the  depositary  shares and  depositary  receipts  representing
depositary  shares.  Because it is a  summary,  it does not  contain  all of the
information  that may be  important  to you. If you want more  information,  you
should read the form of deposit agreement and depositary  receipts which we will
filed as exhibits to the registration statement of which this prospectus is part
prior to an  offering  of  depositary  shares.  See  "Where  You Can  Find  More
Information."  This summary is also subject to and qualified by reference to the
descriptions  of the  particular  terms  of  your  securities  described  in the
applicable prospectus supplement.

    We may,  at our option,  elect to offer  fractional  interests  in shares of
preferred  shares,  rather than shares of preferred  shares. If we exercise this
option, we will appoint a depositary to issue depositary  receipts  representing
those  fractional  interests.  Preferred  shares of each series  represented  by
depositary  shares will be deposited under a separate deposit  agreement between
us and the  depositary.  The  prospectus  supplement  relating  to a  series  of
depositary  shares will show the name and address of the depositary.  Subject to
the terms of the applicable deposit  agreement,  each owner of depositary shares
will be entitled to all of the  distribution,  voting,  conversion,  redemption,
liquidation and other rights and preferences of the preferred shares represented
by those depositary shares.

    Depositary receipts issued pursuant to the applicable deposit agreement will
evidence ownership of depositary shares.  Upon surrender of depositary  receipts
at the office of the depositary, and upon payment of the charges provided in and
subject to the terms of the deposit  agreement,  a holder of  depositary  shares
will be entitled to receive the  preferred  shares  underlying  the  surrendered
depositary receipts.

Distributions

    A depositary will be required to distribute all cash distributions  received
in  respect  of the  applicable  preferred  shares  to  the  record  holders  of
depositary  receipts  evidencing the related  depositary shares in proportion to
the  number of  depositary  receipts  owned by the  holders.  Fractions  will be
rounded down to the nearest whole cent.

    If the  distribution is other than in cash, a depositary will be required to
distribute  property received by it to the record holders of depositary receipts
entitled  thereto,  unless the depositary  determines that it is not feasible to
make the distribution. In that case, the depositary may, with our approval, sell
the property and distribute the net proceeds from the sale to the holders.

    Depositary  shares that represent  preferred  shares  converted or exchanged
will not be entitled to  distributions.  The deposit agreement will also contain
provisions relating to the manner in which any subscription or similar rights we
offer to holders of the  preferred  shares will be made  available to holders of
depositary  shares.  All distributions will be subject to obligations of holders
to file proofs,  certificates  and other  information and to pay certain charges
and expenses to the depositary.

Withdrawal of Preferred Shares

    You may  receive  the  number of whole  shares of your  series of  preferred
shares and any money or other property  represented by those depositary receipts
after surrendering the depositary  receipts at the corporate trust office of the

                                       17
<PAGE>
depositary.  Partial  shares of  preferred  shares  will not be  issued.  If the
depositary shares that you surrender exceed the number of depositary shares that
represent the number of whole  preferred  shares you wish to withdraw,  then the
depositary  will  deliver  to you  at the  same  time a new  depositary  receipt
evidencing the excess number of depositary shares.  Once you have withdrawn your
preferred shares,  you will not be entitled to re-deposit those preferred shares
under the deposit  agreement in order to receive  depositary  shares.  We do not
expect  that there will be any public  trading  market for  withdrawn  preferred
shares.

Redemption of Depositary Shares

    If we redeem a series of the  preferred  shares  underlying  the  depositary
shares,  the depositary  will redeem those shares from the proceeds  received by
it. The depositary  will mail notice of redemption not less than 30 and not more
than 60 days before the date fixed for  redemption to the record  holders of the
depositary  receipts  evidencing the depositary shares we are redeeming at their
addresses  appearing  in  the  depositary's  books.  The  redemption  price  per
depositary  share will be equal to the  applicable  fraction  of the  redemption
price per share payable with respect to the series of the preferred shares.  The
redemption date for depositary  shares will be the same as that of the preferred
shares.  If we  are  redeeming  less  than  all of the  depositary  shares,  the
depositary will select the depositary shares we are redeeming by lot or pro rata
as the depositary may determine.

    After the date  fixed for  redemption,  the  depositary  shares  called  for
redemption  will no longer be deemed  outstanding.  All rights of the holders of
the  depositary  shares and the related  depositary  receipts will cease at that
time,  except  the right to  receive  the money or other  property  to which the
holders of depositary shares were entitled upon redemption. Receipt of the money
or other  property is subject to surrender to the  depositary of the  depositary
receipts evidencing the redeemed depositary shares.

Voting of the Preferred Shares

    Upon receipt of notice of any meeting at which the holders of the applicable
preferred shares are entitled to vote, a depositary will be required to mail the
information  contained  in the notice of  meeting  to the record  holders of the
applicable depositary receipts. Each record holder of depositary receipts on the
record date, which will be the same date as the record date, will be entitled to
instruct the  depositary as to the exercise of the voting  rights  pertaining to
the amount of preferred shares  represented by the holder's  depositary  shares.
The depositary  will try, as practical,  to vote the shares as you instruct.  We
will agree to take all reasonable  action that the depositary deems necessary in
order to enable it to do so. If you do not instruct the  depositary  how to vote
your  shares,  the  depositary  will  abstain  from  voting  those  shares.  The
depositary  will not be responsible  for any failure to carry out an instruction
to vote  or for the  effect  of any  such  vote  made so long as the  action  or
inaction  of the  depositary  is in  good  faith  and is not the  result  of the
depositary's gross negligence or willful misconduct.

Liquidation Preference

    Upon our  liquidation,  whether  voluntary  or  involuntary,  each holder of
depositary shares will be entitled to the fraction of the liquidation preference
accorded each preferred share represented by the depositary  shares, as shown in
the applicable prospectus supplement.

Conversion or Exchange of Preferred Shares

    The  depositary   shares  will  not   themselves  be  convertible   into  or
exchangeable for common shares,  preferred shares or any of our other securities
or  property.  Nevertheless,  if  so  specified  in  the  applicable  prospectus
supplement,  the  depositary  receipts  may be  surrendered  by  holders  to the
applicable  depositary  with written  instructions to it to instruct us to cause
conversion  of  the  preferred  shares  represented  by the  depositary  shares.
Similarly,  if so  specified in the  applicable  prospectus  supplement,  we may
require you to  surrender  all of your  depositary  receipts  to the  applicable
depositary upon our requiring the conversion or exchange of the preferred shares
represented by the  depositary  shares into our debt  securities.  We will agree
that, upon receipt of the instruction and any amounts payable in connection with
the  conversion or exchange,  we will cause the conversion or

                                       18
<PAGE>
exchange  using the same  procedures as those provided for delivery of preferred
shares to effect the conversion or exchange.  If you are converting  only a part
of the depositary shares, the depositary will issue you a new depositary receipt
for any unconverted depositary shares.

Taxation

    As owner of depositary  shares,  you will be treated for U.S. federal income
tax  purposes  as if you  were  an  owner  of the  series  of  preferred  shares
represented by the depositary  shares.  Therefore,  you will be required to take
into account for U.S. federal income tax purposes income and deductions to which
you would be entitled if you were a holder of the underlying series of preferred
shares. In addition:

o   no gain or loss will be recognized for U.S. federal income tax purposes upon
    the  withdrawal  of  preferred  shares in  exchange  for  depositary  shares
    provided in the deposit agreement;

o   the  tax  basis  of each  preferred  share  to you as  exchanging  owner  of
    depositary  shares will,  upon  exchange,  be the same as the  aggregate tax
    basis of the depositary shares exchanged for the preferred shares; and

o   if you held the  depositary  shares  as a  capital  asset at the time of the
    exchange for preferred  shares,  the holding period for the preferred shares
    will include the period during which you owned the depositary shares.

Amendment and Termination of a Deposit Agreement

    We and the  applicable  depositary  are permitted to amend the provisions of
the depositary  receipts and the deposit agreement.  However,  the holders of at
least a majority  of the  applicable  depositary  shares then  outstanding  must
approve any  amendment  that adds or increases  fees or charges or prejudices an
important right of holders. Every holder of an outstanding depositary receipt at
the time any  amendment  becomes  effective,  by continuing to hold the receipt,
will be bound by the applicable deposit agreement, as amended.

    Any deposit  agreement  may be  terminated by us upon not less than 30 days'
prior written  notice to the  applicable  depositary if (1) the  termination  is
necessary to preserve our status as a Maryland real estate  investment  trust or
(2) a majority of each series of preferred  shares  affected by the  termination
consents to the  termination.  When either event occurs,  the depositary will be
required to deliver or make  available  to each holder of  depositary  receipts,
upon  surrender of the  depositary  receipts  held by the holder,  the number of
whole or  fractional  shares  of  preferred  shares  as are  represented  by the
depositary shares evidenced by the depositary receipts,  together with any other
property held by the  depositary  with respect to the  depositary  receipts.  In
addition, a deposit agreement will automatically terminate if:

o   all depositary shares have been redeemed;

o   there  shall  have  been a final  distribution  in  respect  of the  related
    preferred shares in connection with our liquidation and the distribution has
    been made to the holders of depositary  receipts  evidencing  the depositary
    shares underlying the preferred shares; or

o   each related  preferred  share shall have been  converted or exchanged  into
    securities not represented by depositary shares.

Charges of a Depositary

    We will pay all transfer and other taxes and  governmental  charges  arising
solely from the existence of a deposit agreement.  In addition,  we will pay the
fees and expenses of a depositary in connection  with the initial deposit of the
preferred  shares and any redemption of preferred  shares.  However,  holders of
depositary receipts will pay any transfer or other governmental  charges and the
fees and  expenses  of a  depositary  for any duties the  holders  request to be
performed  that are outside of those  expressly  provided for in the  applicable
deposit agreement.

                                       19
<PAGE>
Resignation and Removal of Depositary

    A  depositary  may  resign  at any time by  delivering  to us  notice of its
election  to do so. In  addition,  we may at any time remove a  depositary.  Any
resignation  or removal will take effect when we appoint a successor  depositary
and it accepts the appointment. We must appoint a successor depositary within 60
days after delivery of the notice of resignation or removal.  A depositary  must
be a bank or trust company having its principal office in the United States that
has a combined capital and surplus of at least $50 million.

Miscellaneous

    A depositary  will be required to forward to holders of depositary  receipts
any reports and  communications  from us that it  receives  with  respect to the
related preferred shares. Holders of depository receipts will be able to inspect
the  transfer  books of the  depository  and the list of holders  of  depositary
receipts upon reasonable notice.

    Neither a depositary  nor our company will be liable if it is prevented from
or delayed in performing its obligations under a deposit agreement by law or any
circumstances  beyond its control.  Our  obligations and those of the depositary
under a deposit agreement will be limited to performing duties in good faith and
without gross  negligence or willful  misconduct.  Neither we nor any depositary
will be obligated to prosecute or defend any legal  proceeding in respect of any
depositary  receipts,  depositary  shares or  related  preferred  shares  unless
satisfactory indemnity is furnished. We and each depositary will be permitted to
rely on written advice of counsel or  accountants,  on  information  provided by
persons  presenting  preferred  shares for  deposit,  by  holders of  depositary
receipts, or by other persons believed in good faith to be competent to give the
information, and on documents believed in good faith to be genuine and signed by
a proper party.

    If a depositary receives  conflicting claims,  requests or instructions from
any holders of depositary receipts,  on the one hand, and us, on the other hand,
the depositary shall be entitled to act on the claims,  requests or instructions
received from us.

                             DESCRIPTION OF WARRANTS

    We  may  issue,   together  with  any  other  securities  being  offered  or
separately,  warrants entitling the holder to purchase from or sell to us, or to
receive  from  us the  cash  value  of the  right  to  purchase  or  sell,  debt
securities,  preferred  shares,  depositary  shares or common  shares.  We and a
warrant agent will enter a warrant agreement pursuant to which the warrants will
be issued. The warrant agent will act solely as our agent in connection with the
warrants and will not assume any obligation or  relationship  of agency or trust
for or with any holders or beneficial owners of warrants. We will file a copy of
the forms of warrants  and the warrant  agreement  with the SEC at or before the
time of the offering of the applicable series of warrants.

    The  following  is a summary of the  material  terms of our warrants and the
warrant  agreement.  Because it is a  summary,  it does not  contain  all of the
information  that may be  important  to you. If you want more  information,  you
should read the forms of warrants and the warrant  agreement  which we will file
as exhibits to the registration  statement of which this prospectus is part. See
"Where  You Can Find More  Information."  This  summary  is also  subject to and
qualified  by  reference  to the  descriptions  of the  particular  terms of our
securities described in the applicable prospectus supplement.

    In the case of each series of warrants, the applicable prospectus supplement
will describe the terms of the warrants being offered thereby. These include the
following, if applicable:

o   the offering price;

o   the currencies in which such warrants are being offered;

o   the number of warrants offered;

                                       20
<PAGE>
o   the securities underlying the warrants;

o   the  exercise  price,  the  procedures  for exercise of the warrants and the
    circumstances,  if any,  that will cause the  warrants  to be  automatically
    exercised;

o   the date on which the warrants will expire;

o   federal income tax consequences;

o   the rights, if any, we have to redeem the warrants;

o   the name of the warrant agent; and

o   the other terms of the warrants.

    Warrants may be exercised at the appropriate  office of the warrant agent or
any other office indicated in the applicable prospectus  supplement.  Before the
exercise of warrants,  holders will not have any of the rights of holders of the
securities  purchasable  upon exercise and will not be entitled to payments made
to holders of those securities.

    The warrant agreement may be amended or supplemented  without the consent of
the holders of the  warrants to which the  amendment  or  supplement  applies to
effect changes that are not inconsistent with the provisions of the warrants and
that do not  adversely  affect the  interests  of the  holders of the  warrants.
However,  any amendment that  materially and adversely  alters the rights of the
holders of  warrants  will not be  effective  unless  the  holders of at least a
majority of the  applicable  warrants then  outstanding  approve the  amendment.
Every  holder  of an  outstanding  warrant  at the  time any  amendment  becomes
effective,  by continuing to hold the warrant,  will be bound by the  applicable
warrant agreement as amended thereby. The prospectus  supplement applicable to a
particular  series of  warrants  may  provide  that  certain  provisions  of the
warrants,  including  the  securities  for which  they may be  exercisable,  the
exercise  price,  and the expiration date may not be altered without the consent
of the holder of each warrant.

            DESCRIPTION OF CERTAIN PROVISIONS OF MARYLAND LAW AND OF
                       OUR DECLARATION OF TRUST AND BYLAWS

    We are organized as a Maryland real estate  investment  trust. The following
is a summary of our  declaration  of trust and bylaws and several  provisions of
Maryland law.  Because it is a summary,  it does not contain all the information
that may be important to you. If you want more information,  you should read our
entire declaration of trust and bylaws, copies of which we have previously filed
with the SEC, or refer to the provisions of Maryland law.

Trustees

    Our  declaration of trust and bylaws provide that only our board of trustees
will  establish  the number of  trustees,  provided  however  that the tenure of
office  of a trustee  will not be  affected  by any  decrease  in the  number of
trustees.  Any vacancy on the board of trustees may be filled only by a majority
of the remaining  trustees,  even if the remaining  trustees do not constitute a
quorum. Any trustee elected to fill a vacancy will hold office for the remainder
of the full term of the class of  trustees  in which the  vacancy  occurred  and
until a successor is elected and  qualifies.  Our bylaws require that a majority
of our trustees be  independent  trustees  except for  temporary  periods due to
vacancies.

    Our  declaration  of trust divides our board of trustees into three classes.
Shareholders  elect our  trustees  of each class for  three-year  terms upon the
expiration of their current terms. Shareholders elect only one class of trustees
each  year.  We believe  that  classification  of our board  helps to assure the
continuity  of our business  strategies  and  policies.  There is no  cumulative
voting in the  election of  trustees.  Consequently,  at each annual  meeting of

                                       21
<PAGE>
shareholders,  the  holders of a majority of our shares are able to elect all of
the successors of the class of trustees whose terms expire at that meeting.

    The  classified  board  provision  could  have  the  effect  of  making  the
replacement  of our incumbent  trustees more time  consuming and  difficult.  At
least two annual  meetings of  shareholders  are generally  required to effect a
change in a majority of our board of trustees.

    Our  declaration  of trust  provides  that a trustee may be removed  with or
without cause by the affirmative  vote of the holders of at least  two-thirds of
our shares  entitled to be cast in the  election  of  trustees.  This  provision
precludes  shareholders  from  removing our incumbent  trustees  unless they can
obtain a substantial affirmative vote of shares.

Advance Notice of Trustee Nominations and New Business

    Our bylaws provide that  nominations of persons for election to our board of
trustees and business to be transacted at  shareholder  meetings may be properly
brought pursuant to our notice of the meeting, by our board of trustees, or by a
shareholder who is (i) a shareholder of record at the time of giving the advance
notice and at the time of the meeting,  (ii) entitled to vote at the meeting and
(iii) has  complied  with the  advance  notice  and other  applicable  terms and
provisions set forth in our bylaws.

    Under our  bylaws,  a  shareholder's  notice of  nominations  for trustee or
business to be transacted at an annual meeting of shareholders must be delivered
to our secretary at our principal office not later than the close of business on
the 90th day and not  earlier  than the close of business on the 120th day prior
to the first  anniversary of the date of mailing of our notice for the preceding
year's  annual  meeting.  In the event that the date of mailing of our notice of
the  annual  meeting  is  advanced  or  delayed  by more  than 30 days  from the
anniversary  date of the mailing of our notice for the  preceding  year's annual
meeting,  a  shareholder's  notice must be  delivered to us not earlier than the
close of business on the 120th day prior to the mailing of notice of such annual
meeting  and not later than the close of  business on the later of: (i) the 90th
day prior to the date of mailing of the notice for such annual meeting,  or (ii)
the 10th day following the day on which we first make a public  announcement  of
the date of mailing of our notice for such meeting. The public announcement of a
postponement  of the  mailing  of the notice  for such  annual  meeting or of an
adjournment  or  postponement  of an annual meeting to a later date or time will
not commence a new time period for the giving of a shareholder's  notice. If the
number of trustees to be elected to our board of  trustees is  increased  and we
make no public  announcement  of such  action or do not  specify the size of the
increased  board of trustees at least one hundred  (100) days prior to the first
anniversary  of the date of mailing of notice for our  preceding  year's  annual
meeting,  a shareholder's  notice also will be considered  timely, but only with
respect to  nominees  for any new  positions  created by such  increase,  if the
notice is delivered to our secretary at our principal  office not later than the
close of business on the 10th day  immediately  following  the day on which such
public announcement is made.

    For special meetings of  shareholders,  our bylaws require a shareholder who
is  nominating  a person  for  election  to our board of  trustees  at a special
meeting at which trustees are to be elected to give notice of such nomination to
our secretary at our principal  office not earlier than the close of business on
the 120th  day prior to such  special  meeting  and not later  than the close of
business on the later of: (1) the 90th day prior to such special  meeting or (2)
the 10th day following the day on which public announcement is first made of the
date of the special  meeting and of the nominees  proposed by the trustees to be
elected  at  such  meeting.   The  public  announcement  of  a  postponement  or
adjournment of a special meeting to a later date or time will not commence a new
time period for the giving of a shareholder's notice as described above.

    Any notice from a shareholder of  nominations  for trustee or business to be
transacted  at a  shareholder  meeting  must  be  in  writing  and  include  the
following:

o    as to each person  nominated for election or  reelection as a trustee,  (i)
     the nominee's name, age, business and residence  addresses,  (ii) the class
     and number of shares  beneficially  owned or owned of record by the nominee
     and (iii) all  information  relating  to the person  that is required to be
     disclosed in solicitations of proxies for

                                       22
<PAGE>
    election of  trustees or  otherwise  required  by  Regulation  14A under the
    Securities  Exchange Act of 1934,  as amended,  together  with the nominee's
    written  consent to being named in the proxy  statement  as a nominee and to
    serving as a trustee if elected;

o   as to other  business  that the  shareholder  proposes  to bring  before the
    meeting, a brief description of the business, the reasons for conducting the
    business and any material interest in the business of the shareholder and of
    the beneficial owner, if any, on whose behalf the proposal is made; and

o   as to the shareholder giving the notice and the beneficial owner, if any, on
    whose behalf the nomination or proposal is made, the name and address of the
    shareholder and beneficial owner and the number of our shares which (s)he or
    they own beneficially and of record.

Meetings of Shareholders

    Under our bylaws,  our annual meeting of shareholders will take place within
six months after the end of each fiscal year,  unless a different date is set by
the board of trustees.  Special meetings of shareholders may be called only by a
majority our board of trustees.

Liability and Indemnification of Trustees and Officers

    To the maximum  extent  permitted by Maryland law, our  declaration of trust
includes  provisions  limiting the liability of our present and former trustees,
officers  and  shareholders  for damages and  obligating  us to  indemnify  them
against  any claim or  liability  to which they may become  subject by reason of
their  status  or  actions  as our  present  or  former  trustees,  officers  or
shareholders. Our declaration of trust also obligates us to pay or reimburse the
people described above for reasonable  expenses in advance of final  disposition
of a proceeding.

    The Maryland  REIT Law permits a real estate  investment  trust to indemnify
and advance expenses to its trustees, officers, employees and agents to the same
extent  permitted by the Maryland  General  Corporation  Law for  directors  and
officers of Maryland corporations.  The Maryland General Corporation Law permits
a corporation to indemnify its present and former directors and officers against
judgments,  penalties,  fines,  settlements and reasonable  expenses incurred in
connection  with any  proceeding  to which they may be made a party by reason of
their  service  in those  capacities.  However,  a Maryland  corporation  is not
permitted  to  provide  this  type  of   indemnification  if  the  following  is
established:

o   the act or  omission of the  director or officer was  material to the matter
    giving  rise to the  proceeding  and was  committed  in bad faith or was the
    result of active and deliberate dishonesty;

o   the director or officer  actually  received an improper  personal benefit in
    money, property or services; or

o   in the  case  of any  criminal  proceeding,  the  director  or  officer  had
    reasonable cause to believe that the act or omission was unlawful.

Additionally, a Maryland corporation may not indemnify a director or officer for
an adverse  judgment in a suit by or in the right of that  corporation  or for a
judgment  of  liability  on the  basis  that  personal  benefit  was  improperly
received, unless in either case a court orders indemnification and then only for
expenses.  The Maryland General Corporation Law permits a corporation to advance
reasonable  expenses to a director or officer upon the corporation's  receipt of
the following:

o   a written  affirmation  by the  director or officer of his good faith belief
    that he has met the standard of conduct necessary for indemnification by the
    corporation; and

o   a written  undertaking  by him or on his behalf to repay the amount  paid or
    reimbursed  by the  corporation  if it is  ultimately  determined  that this
    standard of conduct was not met.

                                       23
<PAGE>
    The SEC has expressed the opinion that indemnification of trustees, officers
or persons  otherwise  controlling a company for  liabilities  arising under the
Securities  Act of 1933, as amended,  is against  public policy and is therefore
unenforceable.

Shareholder Liability

    Under the Maryland REIT Law, a shareholder is not personally  liable for the
obligations of a real estate  investment  trust solely as a result of his status
as a shareholder.  Our declaration of trust provides that no shareholder will be
liable for any debt,  claim,  demand,  judgment  or  obligation  of any kind of,
against or with respect to us by reason of being a  shareholder.  Despite  these
facts,  our  legal  counsel  has  advised  us  that in  some  jurisdictions  the
possibility  exists that shareholders of a trust entity such as ours may be held
liable  for acts or  obligations  of the trust.  While we intend to conduct  our
business in a manner designed to minimize potential  shareholder  liability,  we
can give no  assurance  that you can avoid  liability  in all  instances  in all
jurisdictions.  Our trustees  have not provided in the past and do not intend to
provide insurance covering these risks to our shareholders.

Transactions with Affiliates

    Our declaration of trust allows us to enter into contracts and  transactions
of any kind with any person, including any of our trustees,  officers, employees
or agents or any person affiliated with them so long as the affiliate's interest
in the transaction is disclosed to the trustees or shareholders  the transaction
is ratified by a majority vote of either the trustees who are not  interested in
the transaction or the shareholders.

Voting by Shareholders

    Whenever  shareholders  are  required or  permitted  to take any action by a
vote,  the action may only be taken by a vote at a shareholders  meeting.  Under
our  declaration of trust and bylaws  shareholders do not have the right to take
any action by written consents instead of a vote.

Restrictions on Transfer of Shares

    Our  declaration  of trust  restricts  the amount of shares that  individual
shareholders  may own.  These  restrictions  are  intended  to assist  with REIT
compliance under the Internal Revenue Code of 1986, as amended, and otherwise to
promote  our  orderly  governance.  These  restrictions  do not  apply  to  HRPT
Properties  Trust,  REIT  Management  & Research  LLC or their  affiliates.  All
certificates  evidencing  our  shares  will  bear a  legend  referring  to these
restrictions.

    Our  declaration  of trust  provides that no person may own, or be deemed to
own by virtue of the  attribution  provisions  of the  Internal  Revenue Code of
1986,  as amended,  more than 9.8% of the number,  value or voting  power of our
outstanding  shares.  Our  declaration  of trust also  prohibits any person from
beneficially or  constructively  owning shares if that ownership would result in
us being closely held under Section 856(h) of the Internal Revenue Code of 1986,
as amended, or would otherwise cause us to fail to qualify as a REIT.

    Our board of trustees,  in its discretion,  may exempt a proposed transferee
from the share ownership limitation. So long as our board of trustees determines
that it is in our best interest to qualify as a REIT, the board may not grant an
exemption if the exemption would result in us failing to qualify as a REIT.

    If a person  attempts a transfer of our shares in violation of the ownership
limitations  described  above,  then that number of shares which would cause the
violation will be automatically transferred to a trust for the exclusive benefit
of one or more charitable  beneficiaries  designated by us. The prohibited owner
will  not  acquire  any  rights  in  these  excess  shares,   will  not  benefit
economically  from  ownership  of any  excess  shares,  will  have no  rights to
distributions  made with  respect to any excess  shares and will not possess any
rights to vote the excess shares.  This automatic  transfer will be deemed to be
effective  as of the close of business on the  business day prior to the date of
the violative transfer.

                                       24
<PAGE>
    At our direction,  the excess share trustee will sell the shares held in the
excess  share trust to a person  designated  by the excess share  trustee  whose
ownership of the shares will not violate the ownership  limitations set forth in
our  declaration  of trust.  Upon this  sale,  the  interest  of the  charitable
beneficiary  in the shares sold will terminate and the excess share trustee will
distribute  the net  proceeds  of the sale to the  prohibited  owner  and to the
charitable beneficiary as follows:

o   The prohibited owner will receive the lesser of:

        (1) the price  paid by the  prohibited  owner for the  shares or, if the
            prohibited  owner did not give  value for the  shares in  connection
            with the event  causing  the shares to be held in the  excess  share
            trust, e.g., a gift, devise or other similar transaction, the market
            price of the shares on the day of the event causing the shares to be
            transferred to the excess share trust; and

        (2) the net price  received by the excess share trustee from the sale of
            the shares held in the excess share trust.

o   Any net sale  proceeds  in excess of the amount  payable  to the  prohibited
    owner shall be paid to the charitable beneficiary.

    Also,  shares of beneficial  interest held in the excess share trust will be
offered  for sale to us, or our  designee,  at a price  per  share  equal to the
lesser of:

        (1) the price per share in the transaction that resulted in the transfer
            to the excess  share trust or, in the case of a devise or gift,  the
            market price at the time of the devise or gift; and

        (2) the market price on the date we or our designee accepts the offer.

    We will have the right to accept the offer  until the excess  share  trustee
has sold the shares held in the excess share trust. The net proceeds of the sale
to us will be distributed similar to any other sale by an excess share trustee.

    Pursuant to the Internal Revenue Code of 1986, as amended, every owner of 5%
or more (or any other  percentage  between  1/2 of 1% and 5% as  provided in the
rules and  regulations  promulgated  thereunder) of all classes or series of our
shares is required to give us written  notice  thereof  within 30 days after the
end of each taxable year. In addition,  our  declaration  of trust provides that
each  shareholder  must, upon demand,  disclose to us in writing any information
with respect to ownership of shares as the trustees deem reasonably necessary to
comply with or determine  compliance  with the REIT  provisions  of the Internal
Revenue  Code  of  1986,  as  amended  or  any  other  rules  promulgated  by  a
governmental or taxing authority.

    The  restrictions  described  above will not preclude the  settlement of any
transaction  entered  into  through  the  facilities  of the  NYSE or any  other
national  securities  exchange or automated  inter-dealer  quotation system. Our
declaration of trust provides, however, that the fact that the settlement of any
transaction  occurs  will  not  negate  the  effect  of  any  of  the  foregoing
limitations  and any transferee in this kind of  transaction  will be subject to
all of the provisions and limitations described above.

Business Combinations

    The Maryland  General  Corporation  Law contains a provision which regulates
business  combinations with interested  shareholders.  This provision applies to
Maryland  real estate  investment  trusts like us.  Under the  Maryland  General
Corporation Law, business  combinations such as mergers,  consolidations,  share
exchanges  and the like between a Maryland real estate  investment  trust and an
interested  shareholder  or  an  affiliate  of  an  interested  shareholder  are
prohibited  for five years after the most  recent date on which the  shareholder
becomes an interested  shareholder.  Under the Maryland General  Corporation Law
the following persons are deemed to be interested shareholders:

                                       25
<PAGE>
o   any person  who  beneficially  owns 10% or more of the  voting  power of the
    trust's shares; or

o   an  affiliate or associate of the trust who, at any time within the two-year
    period prior to the date in  question,  was the  beneficial  owner of 10% or
    more of the voting power of the then outstanding voting shares of the trust.

    After the five-year  prohibition  period has ended,  a business  combination
between a trust and an interested  shareholder  must be recommended by the board
of trustees of the trust and must receive the following shareholder approvals:

o   the affirmative vote of at least 80% of the votes entitled to be cast; and

o   the affirmative vote of at least two-thirds of the votes entitled to be cast
    by holders of shares  other than shares held by the  interested  shareholder
    with whom or with whose  affiliate or associate the business  combination is
    to be  effected  or held by an  affiliate  or  associate  of the  interested
    shareholder.

This shareholder  approval is not required if the trust's  shareholders  receive
the minimum price set forth in the Maryland  General  Corporation  Law for their
shares  and  the  consideration  is  received  in cash  or in the  same  form as
previously paid by the interested shareholder for its shares.

    The foregoing  provisions  of the Maryland  General  Corporation  Law do not
apply,  however,  to business  combinations that are approved or exempted by the
board of trustees of the trust prior to the time that the interested shareholder
becomes an interested  shareholder.  A person is not an  interested  shareholder
under the Maryland General  Corporation Law if the board of trustees approved in
advance  the  transaction  by which the person  otherwise  would have  become an
interested  shareholder.  The board of trustees may provide that its approval is
subject to compliance with any terms and conditions determined by the board. Our
declaration  of trust  provides that we have elected not to be governed by these
provisions of the Maryland General Corporation Law.

Control Share Acquisitions

    The Maryland  General  Corporation  Law contains a provision which regulates
control share acquisitions.  This provision also applies to Maryland real estate
investment  trusts.  The Maryland General  Corporation Law provides that control
shares of a Maryland real estate  investment  trust  acquired in a control share
acquisition  have no voting rights except to the extent that the  acquisition is
approved by a vote of two-thirds of the votes entitled to be cast on the matter,
excluding shares of beneficial interest owned by the acquiror, by officers or by
trustees who are  employees of the trust.  Control  shares are voting  shares of
beneficial  interest  which,  if aggregated  with all other shares of beneficial
interest  previously  acquired  by the  acquiror,  or in  respect  of which  the
acquiror  is able to  exercise or direct the  exercise  of voting  power,  would
entitle the acquiror to exercise voting power in electing trustees within one of
the following ranges of voting power:

o   one-tenth or more but less than one-third;

o   one-third or more but less than a majority; or

o   a majority or more of all voting power.

An acquiror must obtain the necessary shareholder approval each time he acquires
control  shares in an amount  sufficient  to cross one of the  thresholds  noted
above.

    Control shares do not include shares which the acquiring  person is entitled
to vote as a result of having previously obtained shareholder approval by virtue
of a revocable proxy.  The Maryland  General  Corporation Law provides a list of
exceptions from the definition of control share acquisition.

                                       26
<PAGE>
    A person who has made or proposes to make a control share acquisition,  upon
satisfaction  of the  conditions set forth in the Maryland  General  Corporation
Law, including an undertaking to pay expenses,  may compel the board of trustees
of the trust to call a special meeting of shareholders to be held within 50 days
after  demand to consider the voting  rights of the shares.  If no request for a
meeting is made,  the trust may itself  present  the matter at any  shareholders
meeting.

    If voting rights are not approved at the meeting or if the acquiring  person
does not deliver an  acquiring  person  statement  as  required by the  Maryland
General  Corporation  Law,  then the trust may redeem any or all of the  control
shares  for fair  value  determined  as of the date of the  last  control  share
acquisition  by the  acquiror  or of any  meeting of  shareholders  at which the
voting rights of those shares are considered and not approved.  The right of the
trust to redeem any or all of the control  shares is subject to  conditions  and
limitations  listed in the Maryland  General  Corporation Law. The trust may not
redeem shares for which voting rights have previously been approved.  Fair value
is  determined  without  regard to the absence of voting  rights for the control
shares.  If voting  rights for control  shares are  approved  at a  shareholders
meeting  and the  acquiror  becomes  entitled  to vote a majority  of the shares
entitled to vote, all other shareholders may exercise appraisal rights. The fair
value of the shares as determined for purposes of these appraisal rights may not
be less than the  highest  price per share paid by the  acquiror  in the control
share acquisition.

    The control share  acquisition  statute of the Maryland General  Corporation
Law does not apply to the following:

o   shares acquired in a merger, consolidation or share exchange if the trust is
    a party to the transaction; or

o   acquisitions approved or exempted by a provision in the declaration of trust
    or bylaws of the trust adopted before the acquisition of shares.

    Our declaration of trust provides that we have elected not to be governed by
these provisions of the Maryland General Corporation Law.

Rights Plan

    In May 1997, our trustees adopted a shareholders' rights plan which provides
for the distribution of one junior participating  preferred share purchase right
for each common share. Each right entitles the holder to buy 1/100th of a junior
participating  preferred  share (or in certain  circumstances,  to receive cash,
property, common stock or our other securities) at an exercise price of $100 per
1/100th of a junior participating  preferred share. The powers,  preferences and
rights and certain  qualifications,  limitations and  restrictions of the junior
participating  preferred  shares are  summarized  above  under  "Description  of
Preferred Shares - Junior Participating Preferred Shares."

    Initially,  the rights  are  attached  to common  shares.  The  rights  will
separate  from the common  shares upon a rights  distribution  date which is the
earlier of (1) 10 business  days  following a public  announcement  by us that a
person or group of persons has  acquired,  or has obtained the right to acquire,
beneficial  ownership of 10% or more of the outstanding  common shares or (2) 10
business days  following the  commencement  of a tender offer or exchange  offer
that would result in a person acquiring  beneficial  ownership of 10% or more of
the outstanding  common shares. In each instance the trustees may determine that
the distribution date will be a date later than 10 days following the triggering
event.

    Until  they  become   exercisable  the  rights  will  be  evidenced  by  the
certificates  for common shares and will be transferred  with and only with such
common share  certificates.  The surrender for transfer of any  certificates for
common  shares  outstanding  will also  constitute  the  transfer  of the rights
associated with the common shares represented by such certificates.

    The rights are not  exercisable  until a rights  distribution  date and will
expire at the close of business on April 30, 2007,  unless  earlier  redeemed or
exchanged  by us as  described  below.  Until a right is  exercised,  the holder

                                       27
<PAGE>
thereof,  as such,  has no  rights as a  shareholder  of the  trust,  including,
without limitation, the right to vote or to receive dividends.

    Upon the occurrence of a "flip-in  event",  each holder of a right will have
the  ability  to  exercise  it for a number of common  shares  (or,  in  certain
circumstances,  other property) having a current market price equal to two times
the exercise price of the right.  Notwithstanding  the foregoing,  following the
occurrence of a "flip-in event", all rights that are, or were held by beneficial
owners of 10% or more of our common stock will be void in several  circumstances
described in the rights agreement.  Rights will not be exercisable following the
occurrence of any "flip-in  event" until the rights are no longer  redeemable by
us as set  forth  below.  A  "flip-in  event"  occurs  when a person or group of
persons  acquires more than 10% of the beneficial  ownership of the  outstanding
common shares pursuant to any transaction  other than a tender or exchange offer
for all  outstanding  common  shares on terms  which a majority  of our  outside
trustees  determine to be fair to and otherwise in the best  interests of us and
our shareholders.

    A "flip-over event" occurs when, at any time on or after the announcement of
a share  acquisition which will result in a person becoming the beneficial owner
of more than 10% of our outstanding  common shares,  we take part in a merger or
other business combination transaction (other than certain mergers that follow a
fair offer) in which the trust is not the surviving  entity or the common shares
are changed or exchanged  or 50% or more of our assets or earning  power is sold
or  transferred.  Upon the  occurrence  of a "flip-over  event" each holder of a
right (except rights which previously have been voided, as set forth above) will
have the option to exchange  their right for a number of shares of common  stock
of the acquiring  company  having a current  market price equal to two times the
exercise price of the right.

    The purchase price and the number of junior  participating  preferred shares
issuable upon exercise of the rights are subject to adjustment from time to time
to prevent  dilution.  With certain  exceptions,  no  adjustment in the purchase
price will be required until cumulative adjustments amount to at least 1% of the
purchase  price.  We will make a cash payment in lieu of any  fractional  shares
resulting  from the  exercise of any right.  We have 10 days from the date of an
announcement of a share  acquisition  which will result in a person becoming the
beneficial owner of more than 10% of our outstanding common shares to redeem the
rights in whole, but not in part, at a price of $.01 per right,  payable, at our
option  in cash,  common  shares  or other  consideration  as the  trustees  may
determine.  Immediately  upon the  effectiveness  of the action of the  trustees
ordering  redemption of the rights, the rights will terminate and the only right
of the holders of rights will be to receive the redemption price.

    The terms of the  rights,  other  than key  financial  terms and the date on
which  the  rights  expire,  may  be  amended  by  the  trustees  prior  to  the
distribution  date.  After the  distribution  date, the provisions of the rights
agreement may be amended by the trustees only in order to

o   cure ambiguities or defects;

o   make  changes  which do not  adversely  affect the  interests  of holders of
    rights  (other  than the  rights of a person  that has  obtained  beneficial
    ownership of more than 10% of our outstanding shares); or

o   to shorten or lengthen any time period under the rights agreement.

    However,  no amendment to lengthen the time period  governing  redemption is
permitted to be made at such time as the rights are not redeemable.

Amendment to our Declaration of Trust, Dissolution and Mergers

    Under the Maryland REIT Law, a real estate investment trust generally cannot
dissolve,  amend its  declaration  of trust or merge,  unless these  actions are
approved by at least two-thirds of all shares entitled to be cast on the matter.
The  Maryland  REIT Law  allows a  trust's  declaration  of trust to set a lower
percentage,  so  long  as the  percentage  is not  less  than  a  majority.  Our
declaration of trust provides for approval of an amendment (except amendments to
certain provisions of the declaration of trust) by a majority of shares entitled
to vote on these actions provided the

                                       28
<PAGE>
amendment  in question has been  approved by a  two-thirds  vote of our board of
trustees.  Under the Maryland  REIT Law, a  declaration  of trust may permit the
trustees by a  two-thirds  vote to amend the  declaration  of trust from time to
time to qualify as a real estate  investment  trust under the  Internal  Revenue
Code of 1986, as amended,  or the Maryland REIT Law without the affirmative vote
or written  consent of the  shareholders.  Our declaration of trust permits this
type of action by our board of trustees.  Our  declaration of trust also permits
our board of trustees to effect  changes in our  unissued  shares,  as described
more fully above.  As permitted by the  Maryland  REIT Law, our  declaration  of
trust  provides that a majority of our entire board of trustees,  without action
by the  shareholders,  may amend our  declaration of trust to change the name or
other  designation  or the par value of any  class or  series  of our  preferred
shares and the aggregate par value of our preferred shares.

Anti-Takeover Effect of Maryland Law and of our Declaration of Trust and Bylaws

    The  following  provisions  in our  declaration  of trust and  bylaws and in
Maryland law could delay or prevent a change in our control:

o   the limitation on ownership and acquisition of more than 9.8% of our shares;

o   the classification of our board of trustees into classes and the election of
    each class for three-year staggered terms;

o   the requirement of a two-thirds majority vote of shareholders for removal of
    our trustees;

o   the facts that the number of our  trustees  may be fixed only by vote of our
    board of  trustees,  that a vacancy on our board of  trustees  may be filled
    only by the  affirmative  vote of a majority of our  remaining  trustees and
    that our shareholders are not entitled to act without a meeting;

o   the  provision  that  only  our  board of  trustees  may  call  meetings  of
    shareholders;

o   the advance notice requirements for shareholder nominations for trustees and
    other proposals; and

o   the  ability of our board of  trustees  to  authorize  and issue  additional
    shares,  including  additional  classes of shares with rights defined at the
    time of issuance, without shareholder approval.

                              PLAN OF DISTRIBUTION

    We may sell the offered securities (a) through  underwriters or dealers, (b)
directly to  purchasers,  including our  affiliates,  (c) through  agents or (d)
through a combination of any of these methods.  The prospectus  supplement  will
include the following information:

o   the terms of the offering;

o   the names of any underwriters or agents;

o   the name or names of any managing underwriter or underwriters;

o   the purchase price of the securities;

o   the net proceeds from the sale of the securities;

o   any delayed delivery arrangements;

o   any  underwriting  discounts,   commissions  and  other  items  constituting
    underwriters' compensation;

                                       29
<PAGE>
o   any initial public offering price; and

o   any discounts or  concessions  allowed or reallowed or paid to dealers;  and
    any commissions paid to agents.

    In compliance with NASD guidelines, the maximum commission or discount to be
received by any NASD member or  independent  broker  dealer may not exceed 8% of
the aggregate  amount of the securities  offered  pursuant to this prospectus or
any applicable prospectus supplement.

Sale Through Underwriters or Dealers

    If  underwriters  are used in the sale,  the  underwriters  will acquire the
securities  for their own account.  The  underwriters  may resell the securities
from  time  to  time  in  one  or  more   transactions,   including   negotiated
transactions,  at a fixed public offering price or at varying prices  determined
at the time of sale.  Underwriters  may offer  securities  to the public  either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms  acting as  underwriters.  Unless we inform you
otherwise in the prospectus  supplement,  the obligations of the underwriters to
purchase  the  securities  will  be  subject  to  certain  conditions,  and  the
underwriters  will be obligated to purchase all the offered  securities  if they
purchase any of them. The  underwriters may change from time to time any initial
public  offering price and any discounts or concessions  allowed or reallowed or
paid to dealers.

    In order to facilitate  the offering of  securities,  the  underwriters  may
engage in transactions that stabilize, maintain or otherwise affect the price of
the securities. Specifically, the underwriters may over-allot in connection with
the offering,  creating a short position in the securities for their account. In
addition,  to cover over-allotments or to stabilize the price of the shares, the
underwriters may bid for, and purchase,  shares in the open market.  Finally, an
underwriting syndicate may reclaim selling concessions allowed to an underwriter
or a dealer for  distributing  the  securities  in the offering if the syndicate
repurchases  previously  distributed  shares in  transactions to cover syndicate
short  positions,  in  stabilization  transactions,  or otherwise.  Any of these
activities may stabilize or maintain the market price of the offered  securities
above independent  market levels. The underwriters are not required to engage in
these activities, and may end any of these activities at any time.

    Some or all of the  securities  that we offer though this  prospectus may be
new issues of securities with no established trading market. Any underwriters to
whom we sell  securities for public offering and sale may make a market in those
securities,  but they  will not be  obligated  to and they may  discontinue  any
market making at any time without notice.  Accordingly,  we cannot assure you of
the  liquidity  of, or continued  trading  markets for, any  securities  offered
pursuant to this prospectus.

    If dealers are used in the sale of  securities,  we will sell the securities
to them as  principals.  They may then resell those  securities to the public at
varying prices  determined by the dealers at the time of resale. We will include
in the  prospectus  supplement  the  names of the  dealers  and the terms of the
transaction.

Direct Sales and Sales Through Agents

    We may sell the securities directly. In this case, no underwriters or agents
would be involved.  We may also sell the securities  through  agents  designated
from time to time. In the prospectus supplement, we will name any agent involved
in the  offer  or sale of the  offered  securities,  and we  will  describe  any
commissions  payable  to the  agent.  Unless  we  inform  you  otherwise  in the
prospectus  supplement,  any agent will agree to use its reasonable best efforts
to solicit purchases for the period of its appointment.

    We may sell the securities directly to institutional investors or others who
may be deemed to be  underwriters  within the meaning of the  Securities  Act of
1933, as amended, with respect to any sale of those securities. We will describe
the terms of any such sales in the prospectus supplement.

                                       30
<PAGE>
Delayed Delivery Contracts

    If we so indicate in the  prospectus  supplement,  we may authorize  agents,
underwriters  or dealers to solicit offers from certain types of institutions to
purchase  securities  at  the  public  offering  price  under  delayed  delivery
contracts. These contracts would provide for payment and delivery on a specified
date in the future.  The  contracts  would be subject  only to those  conditions
described in the prospectus supplement.  The prospectus supplement will describe
the commission payable for solicitation of those contracts.

General Information

    We may  have  agreements  with  the  agents,  dealers  and  underwriters  to
indemnify them against certain civil  liabilities,  including  liabilities under
the  Securities  Act of 1933,  as  amended,  or to  contribute  with  respect to
payments  that the  agents,  dealers or  underwriters  may be  required to make.
Agents,  dealers and  underwriters  may be customers of, engage in  transactions
with or perform services for us in the ordinary course of their businesses.

    Each underwriter,  dealer and agent participating in the distribution of any
of the  securities  that are issuable in bearer form will agree that it will not
offer, sell or deliver, directly or indirectly, securities in bearer form in the
United  States or to United  States  persons,  other than  qualifying  financial
institutions, during the restricted period, as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7).

                       VALIDITY OF THE OFFERED SECURITIES

    Sullivan & Worcester LLP, as to certain matters of New York law, and Ballard
Spahr Andrews & Ingersoll LLP, as to certain  matters of Maryland law, will pass
upon the validity of the offered  securities for us. Barry M. Portnoy,  a former
partner  of the  firm  of  Sullivan  &  Worcester  LLP,  is one of our  managing
trustees,  he is a managing  trustee of HRPT Properties Trust and Senior Housing
Properties  Trust,  and a managing  director of Five Star Quality Care, Inc. Mr.
Portnoy is also a director and 50% indirect  beneficial owner of REIT Management
& Research  LLC.  Sullivan & Worcester LLP and Ballard Spahr Andrews & Ingersoll
LLP represent HRPT Properties Trust,  Senior Housing Properties Trust, Five Star
Quality  Care,  Inc.,  REIT  Management  &  Research  LLC and  certain  of their
affiliates.

                                     EXPERTS

    The financial  statements  and  schedules  included in our Form 10-K for the
year ended December 31, 2000,  incorporated  in this prospectus and elsewhere in
the registration statement have been audited by Arthur Andersen LLP, independent
public  accountants,  as indicated in their reports with respect hereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.

                       WHERE YOU CAN FIND MORE INFORMATION

    We file annual,  quarterly and current  reports,  proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information  on file at the SEC's  public  reference  room at 450 Fifth  Street,
N.W.,  Washington,  D.C.  20549.  You can request copies of those documents upon
payment  of a  duplicating  fee  to  the  SEC.  This  prospectus  is  part  of a
registration  statement and does not contain all of the information set forth in
the registration  statement.  Please call the SEC at 1-800-SEC-0330  for further
information on the operation of the public  reference  rooms. You can review our
SEC filings and the registration  statement by accessing the SEC's Internet site
at http://www.sec.gov.

    Our common shares are traded on the New York Stock Exchange under the symbol
"HPT," and you can review similar information concerning us at the office of the
NYSE at 20 Broad Street, New York, New York 10005.

                                       31
<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

    The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents.  The information incorporated by reference is considered
to be part of this  prospectus.  Statements  in this  prospectus  regarding  the
contents of any contract or other document may not be complete. You should refer
to the  copy of the  contract  or other  document
filed as an exhibit to the registration statement.  Later information filed with
the SEC will update and supersede  information we have included or  incorporated
by reference in this prospectus.

    We incorporate by reference the documents  listed below and any filings made
after the date of the initial filing of the  registration  statement,  including
filings made prior to the effectiveness of the registration  statement, of which
this prospectus is a part made with the SEC under Sections  13(a),  13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended,  until the offering of
the securities made by this prospectus is completed or terminated:

o   our Annual Report on Form 10-K for the fiscal year ended December 31, 2000;

o   Quarterly  Reports on Form 10-Q for the  quarterly  periods  ended March 31,
    2001, June 30, 2001 and September 30, 2001;

o   our Current Report on Form 8-K dated August 1, 2001;

o   the description of our junior  participating  preferred  shares contained in
    our registration statement on Form 8-A dated May 30, 1997; and

o   the description of our common shares contained in our registration statement
    on Form 8-A dated August 14, 1995.

    We will provide you with a copy of the  information we have  incorporated by
reference, excluding exhibits other than those which we specifically incorporate
by reference in this  prospectus.  You may obtain this information at no cost by
writing or telephoning us at: 400 Centre Street, Newton,  Massachusetts,  02458,
(617) 964-8389, Attention: Investor Relations.

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

    ARTICLES OF AMENDMENT AND RESTATEMENT  ESTABLISHING  HOSPITALITY  PROPERTIES
TRUST,  DATED MAY 12,  1995,  AS AMENDED AND  RESTATED ON AUGUST 21,  1995,  AND
FURTHER AMENDED, A COPY OF WHICH,  TOGETHER WITH ALL AMENDMENTS THERETO, IS DULY
FILED IN THE OFFICE OF THE STATE  DEPARTMENT  OF  ASSESSMENTS  AND  TAXATION  OF
MARYLAND,  PROVIDES THAT THE NAME  "HOSPITALITY  PROPERTIES TRUST" REFERS TO THE
TRUSTEES UNDER THE  DECLARATION OF TRUST AS TRUSTEES,  BUT NOT  INDIVIDUALLY  OR
PERSONALLY,  AND THAT NO  TRUSTEE,  OFFICER,  SHAREHOLDER,  EMPLOYEE OR AGENT OF
HOSPITALITY  PROPERTIES  TRUST SHALL BE HELD TO ANY PERSONAL  LIABILITY  FOR ANY
OBLIGATION  OF, OR CLAIM  AGAINST,  HOSPITALITY  PROPERTIES  TRUST.  ALL PERSONS
DEALING  WITH  HOSPITALITY  PROPERTIES  TRUST  SHALL  LOOK ONLY TO THE ASSETS OF
HOSPITALITY  PROPERTIES  TRUST FOR THE PAYMENT OF ANY SUM OR THE  PERFORMANCE OF
ANY OBLIGATION.

                                       32
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

    Set forth below is an estimate (except in the case of the registration  fee)
of the  amount  of fees and  expenses  to be  incurred  in  connection  with the
issuance and  distribution of the offered  securities,  other than  underwriting
discounts and commissions.


         Registration Fee Under Securities Act of 1933.......          $184,591
         Blue Sky Fees and Expenses..........................            15,000
         Legal Fees and Expenses.............................         1,800,000
         Accounting Fees and Expenses........................         1,000,000
         Printing and Engraving..............................           500,000
         Rating Agencies Fees................................           300,000
         Trustee Fees (including counsel fees)...............           100,000
         Miscellaneous Fees and Expenses.....................           250,409
                                                                     ----------
                           Total:                                    $4,150,000

Item 15.  Indemnification of Directors and Officers

    To the maximum  extent  permitted by Maryland law, our  declaration of trust
and bylaws include  provisions  limiting the liability of our present and former
trustees,  officers and  shareholders for damages and obligating us to indemnify
them against any claim or  liability to which they may become  subject by reason
of their  status or  actions  as our  present or former  trustees,  officers  or
shareholders. Our declaration of trust also obligates us to pay or reimburse the
people described above for reasonable  expenses in advance of final  disposition
of a proceeding.

    The Maryland  REIT Law permits a real estate  investment  trust to indemnify
and advance  expenses to its trustees,  officers,  employees and agents the same
extent  permitted by the Maryland  General  Corporation  Law for  directors  and
officers of Maryland  corporations.  Maryland General  Corporation Law permits a
corporation to indemnify its present and former  directors and officers  against
judgments,  penalties,  fines,  settlements and reasonable  expenses incurred in
connection  with any  proceeding  to which they may be made a party by reason of
their  service  in those  capacities.  However,  a Maryland  corporation  is not
permitted  to  provide  this  type  of   indemnification  if  the  following  is
established:

o   the act or  omission of the  director or officer was  material to the matter
    giving  rise to the  proceeding  and was  committed  in bad faith or was the
    result of active and deliberate dishonesty;

o   the director or officer  actually  received an improper  personal benefit in
    money, property or services; or

o   in the  case  of any  criminal  proceeding,  the  director  or  officer  had
    reasonable cause to believe that the act or omission was unlawful.

Additionally, a Maryland corporation may not indemnify a director or officer for
an adverse  judgment in a suit by or in the right of that  corporation  or for a
judgment  of  liability  on the  basis  that  personal  benefit  was  improperly

                                      II-1
<PAGE>
received, unless in either case a court orders indemnification and then only for
expenses.  The Maryland General Corporation Law permits a corporation to advance
reasonable  expenses to a director or officer upon the corporation's  receipt of
the following:

o   a written  affirmation  by the  director or officer of his good faith belief
    that he has met the standard of conduct necessary for indemnification by the
    corporation; and

o   a written  undertaking  by him or on his behalf to repay the amount  paid or
    reimbursed  by the  corporation  if it is  ultimately  determined  that this
    standard of conduct was not met.

    The SEC has expressed the opinion that indemnification of trustees, officers
or persons  otherwise  controlling a company for  liabilities  arising under the
Securities  Act of 1933, as amended,  is against  public policy and is therefore
unenforceable.

    Reference is made to our bylaws filed as Exhibit 3.2 to our Annual Report on
Form 10-K for the year ended  December 31,  1999.  Reference is also made to our
declaration  of trust filed as Exhibit 3.1 to our Annual Report on Form 10-K for
the year ended December 31, 1999.

    Reference is made to the underwriting  agreements (Exhibits 1.1 through 1.5)
which may be filed by amendment or incorporated by reference. These underwriting
agreements  may  contain   certain   provisions  for   indemnification   by  the
underwriters of our officers, trustees and controlling persons.
<TABLE>
<CAPTION>
Item 16.  Exhibits

    Exhibit No.                     Description
   <S>                  <C>

    1.1                  Form of Underwriting Agreement (for Debt Securities)*
    1.2                  Form of Underwriting Agreement (for Preferred Shares)*
    1.3                  Form of Underwriting Agreement (for Depositary Shares)*
    1.4                  Form of Underwriting Agreement (for Common Shares)*
    1.5                  Form of Underwriting Agreement (for Warrants)*
    4.1                  Form of Senior Indenture +
    4.2                  Form of Senior Subordinated Indenture ++
    4.3                  Form of Junior Subordinated Indenture **
    4.4                  Form of Senior Debt Security*
    4.5                  Form of Senior Subordinated Debt Security*
    4.6                  Form of Junior Subordinated Debt Security*
    4.7                  Form of Articles Supplementary for Preferred Shares*
    4.8                  Form of Deposit Agreement, including form of Depositary Receipt for
                         Depositary Shares*
    4.9                  Form of Preferred Shares Certificate*
    4.10                 Form of Common Shares Certificate +++
    4.11                 Form of Warrant Agreement, including form of Warrant*
    5.1                  Opinion of Sullivan & Worcester LLP**
    5.2                  Opinion of Ballard Spahr Andrews & Ingersoll, LLP**
    8.1                  Opinion of Sullivan & Worcester LLP re: tax matters*
    12.1                 Computation of Ratio of Earnings to Fixed Charges**
    12.2                 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred
                         Distributions**
    23.1                 Consent of Arthur Andersen LLP**
    23.2                 Consent of Sullivan & Worcester LLP (included in
                         Exhibit 5.1)
    23.3                 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.2)
    24.1                 Powers of Attorney of certain officers, trustees and directors (included on

                                      II-2
<PAGE>

                         signature pages)
    25.1                 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of
                         1939, as amended, of the trustee under the Senior Indenture*
    25.2                 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of
                         1939, as amended, of the trustee under the Senior Subordinated Indenture*
    25.3                 Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of
                         1939, as amended, of the trustee under the Junior Subordinated Indenture*
-------------
<FN>

*    To be filed by amendment or  incorporated  by reference in connection  with
     the offering of any securities, as appropriate.
**   Filed herewith.
+    Incorporated  by reference  to our Annual  Report on Form 10-K for the year
     ended December 31, 1997 (Filed as Exhibit 4.3 thereto).
++   Incorporated by reference to our  Registration  Statement on Form S-3, File
     No. 333-43573 (Filed as Exhibit 4.2 thereto).
+++  Incorporated by reference to our Registration  Statement on Form S-11, File
     No. 033-92330 (Filed as Exhibit 4.1 thereto).
</FN>
</TABLE>

Item 17.  Undertakings

    (a)  The undersigned Registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus  required by section  10(a)(3)
                of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                arising after the effective date of the  registration  statement
                (or the most recent  post-effective  amendment  thereof)  which,
                individually or in the aggregate, represent a fundamental change
                in the  information  set forth in this  registration  statement.
                Notwithstanding  the  foregoing,  any  increase  or  decrease in
                volume  of  securities  offered  (if the total  dollar  value of
                securities  offered would not exceed that which was  registered)
                and any  deviation  from  the low or high  end of the  estimated
                maximum   offering  range  may  be  reflected  in  the  form  of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate,  the changes in volume and price  represent no
                more than a 20 percent change in the maximum aggregate  offering
                price set forth in the  "Calculation of Registration  Fee" table
                in the effective registration statement; and

                    (iii) To include any  material  information  with respect to
                the  plan  of  distribution  not  previously  disclosed  in this
                registration   statement   or  any   material   change  to  such
                information in this registration statement;

provided,  however,  that  subparagraphs  (i)  and  (ii)  do  not  apply  if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in the periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the  Securities  and Exchange Act of 1934 that
are incorporated by reference in this registration statement.

              (2) That, for the purpose of determining  any liability  under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered herein,  and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                                      II-3
<PAGE>
              (3) To  remove  from  registration  by means  of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

    (b) The  undersigned  Registrant  hereby  further  undertakes  that, for the
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the annual reports of Hospitality Properties Trust pursuant to Section
13(a) or Section 15(d) of the Securities  Exchange of 1934 that are incorporated
by reference in this registration statement, if any, shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

    (c) Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to trustees,  directors,  officers and  controlling
persons of the Registrant pursuant to the provisions  described under Item 15 of
this registration statement, or otherwise (other than insurance), the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses  incurred  or paid by a trustee,  director,  officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit  or  proceeding)  is  asserted  by  such  trustee,   director,  officer  or
controlling  person in connection  with the  securities  being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question whether such indemnification by it or them is against public policy
as  expressed  in such the  Securities  Act of 1933 and will be  governed by the
final adjudication of such issue.

    (d)  The undersigned Registrant hereby undertakes that:

              (1) For purposes of determining any liability under the Securities
         Act of 1933, the information  omitted from the form of prospectus filed
         as part of this  registration  statement in reliance upon Rule 430A and
         contained in a form of prospectus  filed by the Registrant  pursuant to
         Rule  424(b)(1)  or (4) or  497(h)  under the  Securities  Act shall be
         deemed to be part of this registration  statement as of the time it was
         declared effective; and

              (2) For purposes of determining any liability under the Securities
         Act of 1933,  each  post-effective  amendment  that  contains a form of
         prospectus shall be deemed to be a new registration  statement relating
         to the securities offered therein,  and the offering of such securities
         at that  time  shall be  deemed to be the  initial  bona fide  offering
         thereof.

    (e) The undersigned  Registrant hereby undertakes to file an application for
the  purpose  of  determining  the  eligibility  of the  trustee  to  act  under
subsection (a) of Section 310 of the Trust  Indenture Act in accordance with the
rules and regulations  prescribed by the Commission  under Section  305(b)(2) of
the Trust Indenture Act.

                                      II-4

<PAGE>
                                   SIGNATURES

    Pursuant to the  requirements  of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Newton,  Commonwealth of Massachusetts,  on March 8,
2002.

                                 HOSPITALITY PROPERTIES TRUST


                                 By:  /s/ John G. Murray
                                      John G. Murray
                                      President and Chief Operating Officer

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
registration  statement  on Form S-3 has  been  signed  below  by the  following
persons  in  the  capacities  and  on  the  dates  indicated;  and  each  of the
undersigned  officers  and  trustees of  Hospitality  Properties  Trust,  hereby
severally constitutes and appoints Gerard M. Martin, John G. Murray and Barry M.
Portnoy to sign for him, and in his name in the capacity  indicated below,  this
registration  statement for the purpose of registering such securities under the
Securities  Act of  1933,  and any and all  amendments  thereto,  and any  other
registration  statement filed by Hospitality  Properties  Trust pursuant to Rule
462(b) which registers additional amounts of such securities for the offering or
offerings  contemplated by this registration  statement (a "462(b)  Registration
Statement")  hereby  ratifying and  confirming  their  signatures as they may be
signed  by  their  attorneys  to  this   registration   statement,   any  462(b)
Registration Statement and any and all amendments to either thereof.



       Signature                       Title                          Date
       ---------                       -----                          ----

/s/ John G. Murray                President and Chief            March 8, 2002
John G. Murray                    Operating Officer

/s/ Thomas M. O'Brien             Treasurer and Chief            March 8, 2002
Thomas M. O'Brien                 Financial Officer

/s/ John L. Harrington            Trustee                        March 8, 2002
John L. Harrington

/s/ Arthur G. Koumantzelis        Trustee                        March 8, 2002
Arthur G. Koumantzelis

/s/ Gerard M. Martin              Trustee                        March 8, 2002
Gerard M. Martin

/s/ Barry M. Portnoy              Trustee                        March 8, 2002
Barry M. Portnoy

/s/ William J. Sheehan            Trustee                        March 8, 2002
William J. Sheehan




                                      II-5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>3
<FILENAME>exh4-3.txt
<TEXT>
                                                                     EXHIBIT 4.3


                          HOSPITALITY PROPERTIES TRUST

                                       TO

                            ________________________

                                     Trustee




                                    Indenture

                          Dated as of __________, 200_



                       Junior Subordinated Debt Securities



<PAGE>

<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS1

                                                                                                               PAGE

<S>                                                                                                              <C>
         PARTIES...............................................................................................   1

         RECITALS..............................................................................................   1

ARTICLE ONE                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ............................   1
         SECTION 101.  Definitions. ...........................................................................   1
         SECTION 102.  Compliance Certificates and Opinions. ..................................................   8
         SECTION 103.  Form of Documents Delivered to Trustee. ................................................   8
         SECTION 104.  Acts of Holders. .......................................................................   8
         SECTION 105.  Notices, etc., to Trustee and Company. .................................................  10
         SECTION 106.  Notice to Holders; Waiver. .............................................................  10
         SECTION 107.  Effect of Headings and Table of Contents. ..............................................  11
         SECTION 108.  Successors and Assigns. ................................................................  11
         SECTION 109.  Separability Clause. ...................................................................  11
         SECTION 110.  Benefits of Indenture. .................................................................  11
         SECTION 111.  Governing Law. .........................................................................  11
         SECTION 112.  Legal Holidays. ........................................................................  11
         SECTION 113.  No Personal Liability. .................................................................  11
ARTICLE TWO                SECURITIES FORMS ...................................................................  12
         SECTION 201.  Forms of Securities. ...................................................................  12
         SECTION 202.  Form of Trustee's Certificate of Authentication. .......................................  12
         SECTION 203.  Securities Issuable in Global Form. ....................................................  12
ARTICLE THREE              THE SECURITIES .....................................................................  13
         SECTION 301.  Amount Unlimited; Issuable in Series. ..................................................  13
         SECTION 302.  Denominations. .........................................................................  16
         SECTION 303.  Execution, Authentication, Delivery and Dating. ........................................  16
         SECTION 304.  Temporary Securities. ..................................................................  18
         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. ..........................................................................  25
         SECTION 310.  Computation of Interest. ...............................................................  25
ARTICLE FOUR               SATISFACTION AND DISCHARGE .........................................................  25
         SECTION 401.  Satisfaction and Discharge of Indenture. ...............................................  25
         SECTION 402.  Application of Trust Funds. ............................................................  26
ARTICLE FIVE               REMEDIES ...........................................................................  27
         SECTION 501.  Events of Default. .....................................................................  27
         SECTION 502.  Acceleration of Maturity; Rescission and Annulment. ....................................  28
         SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee. .......................  29
         SECTION 504.  Trustee May File Proofs of Claim. ......................................................  30
         SECTION 505.  Trustee May Enforce Claims Without Possession of Securities or Coupons. ................  30

<FN>
--------------------
1   This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture.
</FN>
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                              <C>
         SECTION 506.  Application of Money Collected. ........................................................  30
         SECTION 507.  Limitation on Suits. ...................................................................  31
         SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium, if any,
                           Interest and Additional Amounts. ...................................................  31
         SECTION 509.  Restoration of Rights and Remedies. ....................................................  31
         SECTION 510.  Rights and Remedies Cumulative. ........................................................  32
         SECTION 511.  Delay or Omission Not Waiver. ..........................................................  32
         SECTION 512.  Control by Holders of Securities. ......................................................  32
         SECTION 513.  Waiver of Past Defaults. ...............................................................  32
         SECTION 514.  Waiver of Usury, Stay or Extension Laws. ...............................................  32
         SECTION 515.  Undertaking for Costs. .................................................................  33
ARTICLE SIX                THE TRUSTEE ........................................................................  33
         SECTION 601.  Notice of Defaults. ....................................................................  33
         SECTION 602.  Certain Rights of Trustee. .............................................................  33
         SECTION 603.  Not Responsible for Recitals or Issuance of Securities. ................................  34
         SECTION 604.  May Hold Securities. ...................................................................  34
         SECTION 605.  Money Held in Trust. ...................................................................  34
         SECTION 606.  Compensation and Reimbursement. ........................................................  34
         SECTION 607.  Corporate Trustee Required; Eligibility; Conflicting Interests. ........................  35
         SECTION 608.  Resignation and Removal; Appointment of Successor. .....................................  35
         SECTION 609.  Acceptance of Appointment by Successor. ................................................  36
         SECTION 610.  Merger, Conversion, Consolidation or Succession to Business. ...........................  37
         SECTION 611.  Appointment of Authentication Agent. ...................................................  37
ARTICLE SEVEN              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ..................................  39
         SECTION 701.  Disclosure of Names and Addresses of Holders. ..........................................  39
         SECTION 702.  Reports by Trustee. ....................................................................  39
         SECTION 703.  Reports by Company. ....................................................................  39
         SECTION 704.  Company to Furnish to Trustee Names and Addresses of Holders. ..........................  39
ARTICLE EIGHT              CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE ...................................  40
         SECTION 801.  Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted
                           Subject to Certain Conditions. .....................................................  40
         SECTION 802.  Rights and Duties of Successor Corporation. ............................................  40
         SECTION 803.  Officers' Certificate and Opinion of Counsel. ..........................................  40
ARTICLE NINE               SUPPLEMENTAL INDENTURES ............................................................  41
         SECTION 901.  Supplemental Indentures Without Consent of Holders. ....................................  41
         SECTION 902.  Supplemental Indentures with Consent of Holders. .......................................  42
         SECTION 903.  Execution of Supplemental Indentures. ..................................................  43
         SECTION 904.  Effect of Supplemental Indentures. .....................................................  43
         SECTION 905.  Conformity with Trust Indenture Act. ...................................................  43
         SECTION 906.  Reference in Securities to Supplemental Indentures. ....................................  43
ARTICLE TEN                COVENANTS ..........................................................................  43
         SECTION 1001.  Payment of Principal, Premium, if any, Interest and Additional Amounts. ...............  43
         SECTION 1002.  Maintenance of Office or Agency. ......................................................  43
         SECTION 1003.  Money for Securities Payments to Be Held in Trust. ....................................  45
         SECTION 1004.  Existence. ............................................................................  46
         SECTION 1005.  Provision of Financial Information. ...................................................  46
         SECTION 1006.  Statement as to Compliance. ...........................................................  46
         SECTION 1007.  Additional Amounts. ...................................................................  46
         SECTION 1008.  Waiver of Certain Covenants. ..........................................................  47
ARTICLE ELEVEN             REDEMPTION OF SECURITIES ...........................................................  47
         SECTION 1101.  Applicability of Article. .............................................................  47
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<S>                                                                                                              <C>
         SECTION 1102.  Election to Redeem; Notice to Trustee. ................................................  47
         SECTION 1103.  Selection by Trustee of Securities to Be Redeemed. ....................................  47
         SECTION 1104.  Notice of Redemption. .................................................................  48
         SECTION 1105.  Deposit of Redemption Price. ..........................................................  49
         SECTION 1106.  Securities Payable on Redemption Date. ................................................  49
         SECTION 1107.  Securities Redeemed in Part. ..........................................................  50
ARTICLE TWELVE             SINKING FUNDS ......................................................................  50
         SECTION 1201.  Applicability of Article. .............................................................  50
         SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities. ................................  50
         SECTION 1203.  Redemption of Securities for Sinking Fund. ............................................  50
ARTICLE THIRTEEN           REPAYMENT AT THE OPTION OF HOLDERS .................................................  51
         SECTION 1301.  Applicability of Article. .............................................................  51
         SECTION 1302.  Repayment of Securities. ..............................................................  51
         SECTION 1303.  Exercise of Option. ...................................................................  51
         SECTION 1304.  When Securities Presented for Repayment Become Due and Payable. .......................  52
         SECTION 1305.  Securities Repaid in Part. ............................................................  52
ARTICLE FOURTEEN           DEFEASANCE AND COVENANT DEFEASANCE .................................................  53
         SECTION 1401.  Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance.  53
         SECTION 1402.  Defeasance and Discharge. .............................................................  53
         SECTION 1403.  Covenant Defeasance. ..................................................................  53
         SECTION 1404.  Conditions to Defeasance or Covenant Defeasance. ......................................  54
         SECTION 1405.  Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous
                           Provisions. ........................................................................  55
ARTICLE FIFTEEN            MEETINGS OF HOLDERS OF SECURITIES ..................................................  56
         SECTION 1501.  Purposes for Which Meetings May Be Called. ............................................  56
         SECTION 1502.  Call, Notice and Place of Meetings. ...................................................  56
         SECTION 1503.  Persons Entitled to Vote at Meetings. .................................................  56
         SECTION 1504.  Quorum; Action. .......................................................................  56
         SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings. ...................  57
         SECTION 1506.  Counting Votes and Recording Action of Meetings. ......................................  58

         TESTIMONIUM...........................................................................................  58
         SIGNATURES AND SEALS..................................................................................  58
         ACKNOWLEDGMENTS.......................................................................................  58
         EXHIBIT A -- FORMS OF CERTIFICATION
</TABLE>

                                      -iii-
<PAGE>
                          HOSPITALITY PROPERTIES TRUST

         Reconciliation  and tie between Trust Indenture Act of 1939, as amended
(the "TIA"), and Indenture, dated as of __________, 200_.


                          TIA Section Indenture Section

                 Sec. 310(a)(1).......................                607
                         (a)(2).......................                607
                         (b)..........................             607, 608
                 Sec. 312(a)..........................                704
                 Sec. 312(c)..........................                701
                 Sec. 313(a)..........................                702
                         (c)..........................                702
                 Sec. 314(a)..........................                703
                         (a)(4).......................               1006
                         (c)(1).......................                102
                         (c)(2).......................                102
                         (e)..........................                102
                 Sec. 315(b)..........................                601
                         (c)..........................                602
                 Sec. 316(a) (last sentence)..........       101 ("Outstanding")
                         (a)(1)(A)....................                512
                         (a)(1)(B)....................                513
                         (b)..........................                508
                 Sec. 317(a)(1).......................                503
                         (b)..........................               1003
                         (a)(2).......................                504
                 Sec. 318(a)..........................                111
                         (c)..........................                111

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

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

                                      -iv-
<PAGE>
         INDENTURE,   dated  as  of  ___________,   200_,  between   HOSPITALITY
PROPERTIES  TRUST, a Maryland real estate investment trust  (hereinafter  called
the  "Company"),  having  its  principal  office at 400 Centre  Street,  Newton,
Massachusetts  02158  and,  _____________________________,   a  ___________,  as
Trustee  hereunder  (hereinafter  called  the  "Trustee"),  having  its  initial
Corporate Trust Office at _____________________________________.

                             RECITALS OF THE COMPANY

                  The Company  deems it necessary to issue from time to time for
lawful   purposes  its  unsecured  debt  securities   (hereinafter   called  the
"Securities") evidencing its unsecured indebtedness, and 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 bear interest at
the rates or formulas, to mature at such times and to have such other provisions
as shall be fixed as hereinafter provided.

                  This  Indenture  is  subject  to the  provisions  of the Trust
Indenture Act of 1939, as amended,  that are deemed to be incorporated into this
Indenture by such Act, and shall, to the extent applicable,  be governed by such
provisions.

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 101. Definitions.  For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

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

                  (2) all other terms used herein  which are defined in the TIA,
either  directly or by reference  therein,  have the  meanings  assigned to them
therein, and the terms "cash transaction" and "self-liquidating  paper", as used
in TIA Section 311, shall have the meanings assigned to them in the rules of the
Commission adopted under the TIA;

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

                  (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,  Article
Five, Article Six and Article Ten, are defined in those Articles.

                                       1
<PAGE>
                  "Act",  when used with respect to any Holder,  has the meaning
specified in Section 104.

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

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

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

                  "Authorized  Newspaper"  means  a  newspaper,  printed  in the
English  language  or in an official  language  of the  country of  publication,
customarily  published  on  each  Business  Day,  whether  or not  published  on
Saturdays,  Sundays or  holidays,  and of general  circulation  in each place in
connection  with which the term is used or in the  financial  community  of each
such  place.  Whenever  successive  publications  are  required  to be  made  in
Authorized Newspapers, the successive publications may be made in the same or in
different  Authorized   Newspapers  in  the  same  city  meeting  the  foregoing
requirements and in each case on any Business Day.

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

                  "Bearer Security" means any Security  established  pursuant to
Section 201 which is payable to bearer.

                  "Board"  means the board of  trustees  of the  Company  or any
committee of that board duly authorized to act hereunder.

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

                  "Business Day", when used with respect to any Place of Payment
or any  other  particular  location  referred  to in  this  Indenture  or in the
Securities,  means,  unless  otherwise  specified with respect to any Securities
pursuant  to Section  301,  any day,  other than a Saturday  or Sunday,  that is
neither a legal holiday nor a day on which banking institutions in that Place of
Payment or particular  location are authorized or required by law, regulation or
executive order to close.

                  "Clearstream" means Clearstream  Banking,  societe anonyme, or
its successor.

                  "Commission" means the Securities and Exchange Commission,  as
from time to time  constituted,  created  under the  Securities  Exchange Act of
1934, or, if at any time after  execution of this  instrument such Commission is
not  existing  and  performing  the  duties now  assigned  to it under the Trust
Indenture Act, then the body performing such duties on such date.

                  "Common Depositary" has the meaning specified in Section 304.

                                       2
<PAGE>
                  "Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor.

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

                  "Conversion Event" means the cessation of use of (i) a Foreign
Currency  both by the  government  of the country which issued such currency and
for the settlement of transactions by a central bank or other public institution
of or within the international banking community, or (iii) any currency unit (or
composite currency) for the purposes for which it was established.

                  "Corporate  Trust  Office"  means the office of the Trustee at
which, at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at ____________________
________________________.

                  "corporation" includes corporations,  associations,  companies
and business trusts.

                  "coupon" means any interest  coupon  appertaining  to a Bearer
Security.

                  "Custodian" has the meaning specified in Section 501.

                  "Declaration" has the meaning specified in Section 113.

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

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

                  "DTC" means The  Depository  Trust  Company,  or any successor
thereto.

                  "Euroclear"  means Morgan  Guaranty Trust Company of New York,
Brussels Office, or its successor as operator of the Euroclear System.

                  "European  Communities" means the European Economic Community,
the European Coal and Steel Community and the European Atomic Energy Community.

                  "European  Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

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

                  "Exchange Date" has the meaning specified in Section 304.

                  "Foreign  Currency"  means  any  currency,  currency  unit  or
composite currency, issued by the government of one or more countries other than
the United States of America or by any recognized  confederation  or association
of such governments.

                                       3
<PAGE>
                  "Funds from  Operations" for any period means the consolidated
net income of the Company and its  Subsidiaries  for such period  without giving
effect to  depreciation  and  amortization,  gains or losses from  extraordinary
items,  gains or losses on sales of real estate,  gains or losses on investments
in marketable  securities  and any  provision/benefit  for income taxes for such
period,  plus  funds from  operations  of  unconsolidated  joint  ventures,  all
determined on a consistent basis in accordance with GAAP.

                  "GAAP"  means  generally  accepted  accounting  principles  in
effect from time to time as used in the United  States  applied on a  consistent
basis.

                  "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the  government  which issued the
Foreign Currency in which the Securities of a particular series are payable,
for the  payment  of  which  its  full  faith  and  credit  is  pledged  or (ii)
obligations  of a Person  controlled or supervised by and acting as an agency or
instrumentality  of the United States of America or such government which issued
the Foreign  Currency in which the  Securities  of such series are payable,  the
payment  of which is  unconditionally  guaranteed  as a full  faith  and  credit
obligation by the United States of America or such other  government,  which, in
either case, are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such 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.

                  "Holder"  means,  in the case of a  Registered  Security,  the
Person in whose name a Security is registered  in the Security  Register and, in
the case of a Bearer Security, the bearer thereof and, when used with respect to
any coupon, shall mean the bearer thereof.

                  "Indenture" means this instrument as originally executed or 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 particular  series of Securities  established  as
contemplated by Section 301; provided,  however,  that, if at any time more than
one Person is acting as Trustee under this instrument,  "Indenture"  shall mean,
with  respect to any one or more series of  Securities  for which such Person is
Trustee,  this instrument as originally  executed or as it may from time to time
be supplemented or amended by one or more applicable provisions hereof and shall
include the terms of the or those particular series of Securities for which such
Person is  Trustee  established  as  contemplated  by  Section  301,  exclusive,
however,  of any  provisions  or terms which  relate  solely to other  series of
Securities  for which such Person is Trustee,  regardless  of when such terms or
provisions  were adopted,  and  exclusive of any  provisions or terms adopted by
means of one or more indentures supplemental hereto executed and delivered after
such Person had become such Trustee but to which such Person,  as such  Trustee,
was not a party.

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

                  "interest",  when  used  with  respect  to an  Original  Issue
Discount  Security which by its terms bears interest only after Maturity,  shall
mean interest payable after Maturity,  and, when used with respect to a Security
which provides for the payment of Additional  Amounts  pursuant to Section 1007,
includes such Additional Amounts.

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

                                       4
<PAGE>
                  "Maturity",  when used with respect to any Security, means the
date on which the  principal  of such  Security or an  installment  of principal
becomes  due and  payable as therein or herein  provided,  whether at the Stated
Maturity or by declaration  of  acceleration,  notice of  redemption,  notice of
option to elect repayment or otherwise.

                  "Officers'  Certificate"  means a  certificate  signed  by the
President or a Vice President and by the Treasurer, an Assistant Treasurer,  the
Secretary  or an  Assistant  Secretary  of the  Company,  and  delivered  to the
Trustee.

                  "Opinion of Counsel" means a written  opinion of counsel,  who
may be counsel  for the  Company  (including  counsel  who is an employee of the
Company) and who shall be acceptable to the Trustee.

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

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

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

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

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

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

                  (v) Securities converted into Common Shares,  Preferred Shares
or other  securities  of the  Company  pursuant  to or in  accordance  with this
Indenture if the terms of such Securities provide for convertibility pursuant to
Section 301;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal amount of the 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,  and for the  purpose of making the
calculations  required  by TIA  Section  313,  (i) the  principal  amount  of an
Original   Issue   Discount   Security  that  may  be  counted  in  making  such
determination or calculation and that shall be deemed to be Outstanding for such
purpose  shall be equal to the  amount of  principal  thereof  that would be (or
shall  have  been  declared  to be)  due  and  payable,  at  the  time  of  such
determination,  upon a  declaration  of  acceleration  of the  maturity  thereof
pursuant to Section 502, (ii) the principal  amount of any Security  denominated
in a Foreign  Currency  that may be  counted  in making  such  determination  or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined pursuant to Section 301 as of the date such
Security is originally  issued by the Company,  of the principal  amount (or, in
the case of an Original Issue  Discount  Security,  the Dollar  equivalent as of
such date of original  issuance of the amount  determined  as provided in clause
(i) above) of such Security,  (iii) the principal amount of any Indexed Security
that may be counted in making

                                       5
<PAGE>
such  determination or calculation and that shall be deemed outstanding for such
purpose shall be equal to the principal face amount of such Indexed  Security at
original  issuance,  unless  otherwise  provided  with respect to such  Security
pursuant to Section 301, and (iv)  Securities  owned by the Company or any other
obligor  upon the  Securities  or any  Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be  Outstanding,  except that, in
determining whether the Trustee shall be protected in making such calculation or
in relying upon any such  request,  demand,  authorization,  direction,  notice,
consent or waiver,  only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's  right so to act with respect to such  Securities and that
the pledgee is not the Company or any other  obligor upon the  Securities or any
Affiliate of the Company or of such other obligor.

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

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

                  "Place of Payment",  when used with respect to the  Securities
of or within any series,  means the place or places where the  principal of (and
premium,  if any) and  interest on such  Securities  are payable as specified as
contemplated by Sections 301 and 1002.

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

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

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

                  "Registered  Security"  shall  mean any  Security  established
pursuant to Section 201 which is registered in the Security Register.

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

                  "Repayment Date" means, when used with respect to any Security
to be repaid at the option of the Holder,  the date fixed for such  repayment by
or pursuant to this Indenture.

                  "Responsible Officer",  when used with respect to the Trustee,
means the chairman or vice-chairman  of the board of directors,  the chairman or
vice-chairman  of  the  executive  committee  of the  board  of  directors,  the
president,  any vice president  (whether or not designated by a number or a word
or words added before or after the title "vice president"),  the secretary,  any
assistant secretary,  the treasurer,  any assistant treasurer,  the cashier, any
assistant cashier, any trust officer, the controller or any other officer of the
Trustee  customarily  performing  functions similar to those performed by any of
the above  designated  officers  and also  means with  respect  to a  particular
corporate  trust

                                       6
<PAGE>
matter,  any other  officer  to whom such  matter is  referred  because  of such
officer's knowledge and familiarity with the particular subject.

                  "Security" has the meaning stated in the first recital of this
Indenture and, more particularly, means any Security or Securities authenticated
and delivered  under this  Indenture;  provided,  however,  that, if at any time
there  is  more  than  one  Person  acting  as  Trustee  under  this  Indenture,
"Securities"  with  respect to the  Indenture as to which such Person is Trustee
shall have the meaning  stated in the first recital of this  Indenture and shall
more  particularly  mean  Securities  authenticated  and  delivered  under  this
Indenture,  exclusive,  however,  of  Securities  of any series as to which such
Person is not Trustee.

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

                  "Significant  Subsidiary"  means  any  Subsidiary  which  is a
"significant  subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X,
promulgated under the Securities Act of 1933, as amended) of the Company.

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

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

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

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

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

                  "United States" means, unless otherwise specified with respect
to any  Securities  pursuant  to  Section  301,  the  United  States of  America
(including  the states and the  District  of  Columbia),  its  territories,  its
possessions and other areas subject to its jurisdiction.

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

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

                                       7
<PAGE>
                  SECTION 102.  Compliance  Certificates and Opinions.  Upon any
application  or request by the Company to the  Trustee to take any action  under
any  provision of this  Indenture,  the Company  shall furnish to the Trustee an
Officers'  Certificate stating that all conditions  precedent,  if any, provided
for in this  Indenture  relating to the proposed  action have been complied with
and an Opinion of Counsel  stating  that in the opinion of such counsel all such
conditions  precedent,  if any, have been complied with, except that in the case
of any such  application or request as to which the furnishing of such documents
is  specifically  required by any provision of this  Indenture  relating to such
particular  application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant  provided for in this  Indenture  (including  certificates
delivered pursuant to Section 1006) 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 as to some  matters and one or more other such  Persons as to
other  matters,  and any such  Person may  certify or give an opinion as to such
matters in one or several documents.

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

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

                  SECTION  104.  Acts  of  Holders.  (a)  Any  request,  demand,
authorization,  direction,  notice,  consent, waiver or other action provided by
this Indenture to be given or taken by Holders of the Outstanding  Securities of
all series or one or more  series,  as the case may be, may be  embodied  in and
evidenced by one or more  instruments of  substantially  similar tenor signed by
such Holders in person or by agents duly appointed in writing.  If Securities of
a series are issuable as Bearer Securities, any request, demand,  authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and  evidenced by the record of Holders of Securities of such series
voting  in favor  thereof,  either in person

                                        8
<PAGE>
or by proxies duly appointed in writing, at any meeting of Holders of Securities
of such series duly called and held in accordance with the provisions of Article
Fifteen,  or a combination of such  instruments  and any such record.  Except as
herein  otherwise  expressly  provided,  such action shall become effective when
such  instrument or  instruments  or record or both are delivered to the Trustee
and, where it is hereby expressly required,  to the Company.  Such instrument or
instruments and any such record (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 conclusive in favor of the Trustee and the Company and any
agent of the  Trustee or the  Company,  if made in the manner  provided  in this
Section.  The record of any meeting of Holders of Securities  shall be proved in
the manner provided in Section 1506.

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

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

                  (d) The  ownership of Bearer  Securities  may be proved by the
production  of  such  Bearer  Securities  or  by  a  certificate   executed,  as
depositary,  by any trust company,  bank, banker or other  depositary,  wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein  mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the  certificate  or affidavit of the Person holding such
Bearer Securities,  if such certificate or affidavit is deemed by the Trustee to
be  satisfactory.  The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer  Security is produced,  or (2)
such Bearer  Security is  produced to the Trustee by some other  Person,  or (3)
such Bearer  Security is surrendered in exchange for a Registered  Security,  or
(4) such  Bearer  Security is no longer  Outstanding.  The  ownership  of Bearer
Securities  may also be proved  in any other  manner  which  the  Trustee  deems
sufficient.

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

                  (f) Any request,  demand,  authorization,  direction,  notice,
consent,  waiver or other Act of the  Holder of any  Security  shall  bind every
future Holder of the same Security and the Holder of every Security  issued upon

                                        9
<PAGE>
the registration of transfer thereof or in exchange  therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee,  any
Security Registrar, any Paying Agent, any Authenticating Agent or the Company in
reliance  thereon,  whether  or not  notation  of such  action is made upon such
Security.

                  SECTION  105.  Notices,  etc.,  to Trustee  and  Company.  Any
request,  demand,  authorization,  direction,  notice, consent, waiver or Act of
Holders or other  document  provided or permitted  by this  Indenture to be made
upon, given or furnished to, or filed with,

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

                           (2) the Company by the Trustee or by any Holder shall
         be sufficient  for every purpose  hereunder  (unless  otherwise  herein
         expressly  provided)  if in writing  and mailed,  first  class  postage
         prepaid, to the Company addressed to it at the address of its principal
         office  specified in the first  paragraph  of this  Indenture or at any
         other  address  previously  furnished  in writing to the Trustee by the
         Company.

                  SECTION 106. Notice to Holders;  Waiver.  Where this Indenture
provides  for  notice of any event to Holders of  Registered  Securities  by the
Company  or the  Trustee,  such  notice  shall  be  sufficiently  given  (unless
otherwise  herein  expressly  provided)  if in writing and  mailed,  first-class
postage  prepaid,  to each such Holder affected by such event, at his address as
it appears in the Security  Register,  not later than the latest  date,  and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders of Registered  Securities is given by mail, neither
the failure to mail such notice,  nor any defect in any notice so mailed, to any
particular  Holder shall affect the  sufficiency  of such notice with respect to
other  Holders of  Registered  Securities  or the  sufficiency  of any notice to
Holders of Bearer  Securities given as provided  herein.  Any notice mailed to a
Registered Holder in the manner herein  prescribed shall be conclusively  deemed
to have been  received  by such  Holder,  whether  or not such  Holder  actually
receives such notice.

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

                  Except as  otherwise  expressly  provided  herein or otherwise
specified  with respect to any  Securities  pursuant to Section 301,  where this
Indenture provides for notice to Holders of Bearer Securities of any event, such
notice shall be  sufficiently  given if published in an Authorized  Newspaper in
The City of New York and in such  other  city or cities as may be  specified  in
such  Securities on a Business Day,  such  publication  to be not later than the
latest date, and not earlier than the earliest  date,  prescribed for the giving
of such  notice.  Any such notice shall be deemed to have been given on the date
of such  publication  or, if published  more than once, on the date of the first
such publication.

                  If  by  reason  of  the   suspension  of  publication  of  any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Bearer  Securities as
provided above,  then such notification to Holders of Bearer Securities as shall
be given with the approval of the Trustee shall constitute  sufficient notice to
such Holders for every purpose hereunder.  Neither the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so  published,  shall  affect the  sufficiency  of such
notice with respect to other Holders of Bearer  Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

                                       10
<PAGE>
                  Any request, demand, authorization, direction, notice, consent
or waiver  required or permitted  under this  Indenture  shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

                  Where this Indenture  provides for notice in any manner,  such
notice may be waived in writing by the Person  entitled to receive  such notice,
either  before or after the event,  and such waiver shall be the  equivalent  of
such notice.  Waivers of notice by Holders shall be filed with the Trustee,  but
such filing  shall not be a condition  precedent  to the  validity of any action
taken in reliance upon such waiver.

                  SECTION 107.  Effect of Headings  and Table of  Contents.  The
Article  and  Section  headings  herein  and  the  Table  of  Contents  are  for
convenience only and shall not affect the construction hereof.

                  SECTION  108.  Successors  and  Assigns.   All  covenants  and
agreements  in this  Indenture  by the  Company  shall bind its  successors  and
assigns, whether so expressed or not.

                  SECTION 109.  Separability  Clause.  In case any  provision in
this  Indenture  or in any  Security  or coupon  shall be  invalid,  illegal  or
unenforceable,  the  validity,  legality  and  enforceability  of the  remaining
provisions shall not in any way be affected or impaired thereby.

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

                  SECTION 111.  Governing Law. This Indenture and the Securities
and coupons shall be governed by and construed in accordance with the law of The
Commonwealth  of  Massachusetts.  This Indenture is subject to the provisions of
the TIA that are required to be part of this Indenture and shall,  to the extent
applicable, be governed by such provisions.

                  SECTION 112.  Legal  Holidays.  In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place of
Payment,  then  (notwithstanding  any other  provision of this  Indenture or any
Security or coupon other than a provision in the  Securities of any series which
specifically states that such provision shall apply in lieu hereof),  payment of
interest or any Additional Amounts or principal (and premium, if any) or sinking
fund payment 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,  Redemption  Date,
Repayment  Date or sinking  fund  payment  date,  or at the Stated  Maturity  or
Maturity;  provided  that no interest  shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date, Repayment
Date,  sinking fund payment date,  Stated Maturity or Maturity,  as the case may
be.

                  SECTION 113. No Personal  Liability.  THE DECLARATION OF TRUST
OF THE  COMPANY,  AS AMENDED AND  RESTATED ON AUGUST 21,  1995, A COPY OF WHICH,
TOGETHER WITH ALL AMENDMENTS THERETO (THE  "DECLARATION"),  IS DULY FILED IN THE
OFFICE OF THE DEPARTMENT OF  ASSESSMENTS  AND TAXATION OF THE STATE OF MARYLAND,
PROVIDES  THAT THE NAME  "HOSPITALITY  PROPERTIES  TRUST" REFERS TO THE TRUSTEES
UNDER  THE  DECLARATION  COLLECTIVELY  AS  TRUSTEES,  BUT  NOT  INDIVIDUALLY  OR
PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER,  EMPLOYEE OR AGENT OF THE
COMPANY SHALL BE HELD TO ANY PERSONAL LIABILITY,  JOINTLY OR SEVERALLY,  FOR ANY
OBLIGATION  OF, OR CLAIM  AGAINST,  THE  COMPANY.  ALL PERSONS  DEALING WITH THE
COMPANY,  IN ANY WAY,

                                       11
<PAGE>
SHALL LOOK ONLY TO THE ASSETS OF THE  COMPANY  FOR THE PAYMENT OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION.

                                   ARTICLE TWO

                                SECURITIES FORMS

                  SECTION 201. Forms of Securities.  The Registered  Securities,
if any,  of each  series and the Bearer  Securities,  if any, of each series and
related coupons shall be in  substantially  the forms as shall be established in
one or more indentures  supplemental  hereto or approved from time to time by or
pursuant to a Board  Resolution in accordance  with Section 301, shall have 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  or
designation and such legends or  endorsements  placed thereon as the Company may
deem  appropriate  and as are  not  inconsistent  with  the  provisions  of this
Indenture,  or as may be  required  to  comply  with any law or with any rule or
regulation  made  pursuant  thereto  or  with  any  rule  or  regulation  of any
securities  exchange  on which the  Securities  may be listed,  or to conform to
usage.

                  Unless  otherwise  specified as  contemplated  by Section 301,
Bearer Securities shall have interest coupons attached.

                  The  definitive  Securities  and  coupons  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  of the  Company  executing  such
Securities  or coupons,  as evidenced by their  execution of such  Securities or
coupons.

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

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

                           ________________________________
                                                as Trustee


                           By______________________________
                                        Authorized Officer

                  SECTION 203. Securities Issuable in Global Form. If Securities
of or within a series  are  issuable  in global  form,  as  specified  in and as
contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and
the  provisions of Section 302, any such Security  shall  represent  such of the
Outstanding  Securities  of such  series as shall be  specified  therein and may
provide that it shall represent the aggregate  amount of Outstanding  Securities
of such series from time to time endorsed  thereon and that the aggregate amount
of Outstanding  Securities of such series  represented  thereby may from time to
time be  increased  or  decreased 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 in such manner and upon instructions  given by such Person or Persons as
shall be  specified  therein  or in the  Company  Order to be  delivered  to the
Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303
and, if  applicable,  Section 304, the Trustee  shall  deliver and redeliver any
Security in permanent global form in the manner and upon  instructions  given by
the Person or Persons specified therein or in the applicable Company Order. If a
Company  Order  pursuant to Section 303 or 304 has been, or  simultaneously  is,
delivered,  any  instructions

                                       12
<PAGE>
by the Company  with  respect to  endorsement  or delivery  or  redelivery  of a
Security in global form shall be in writing but need not comply with Section 102
and need not be accompanied by an Opinion of Counsel.

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

                  Notwithstanding   the   provisions  of  Section  307,   unless
otherwise  specified as contemplated by Section 301, payment of principal of and
any premium and interest on any Security in permanent  global form shall be made
to the Person or Persons specified therein.

                  Notwithstanding  the  provisions  of Section 308 and except as
provided in the preceding  paragraph,  the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such  principal  amount
of Outstanding  Securities represented by a permanent global Security (i) in the
case of a permanent  global  Security  in  registered  form,  the Holder of such
permanent  global Security in registered form or (ii) in the case of a permanent
global Security in bearer form, Euroclear or Clearstream.


                                  ARTICLE THREE

                                 THE SECURITIES

                  SECTION  301.  Amount  Unlimited;   Issuable  in  Series.  The
aggregate  principal  amount  of  Securities  which  may  be  authenticated  and
delivered under this Indenture is unlimited.

                  The  Securities  may be  issued in one or more  series.  There
shall be established  in one or more Board  Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 303, set forth,
or  determined  in  the  manner  provided,  in  an  Officers'  Certificate,   or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (14) below),  if
so provided,  may be determined from time to time by the Company with respect to
unissued Securities of the series when issued from time to time):

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

                           (2) any limit upon the aggregate  principal amount of
         the  Securities of the series that may be  authenticated  and delivered
         under this Indenture (except for Securities authenticated and delivered
         upon  registration  of transfer of, or in exchange  for, or in lieu of,
         other  Securities of the series pursuant to Section 304, 305, 306, 906,
         1107 or 1305);

                           (3) the date or dates,  or the  method by which  such
         date or  dates  will be  determined,  on  which  the  principal  of the
         Securities of the series shall be payable;

                           (4) the rate or rates at which the  Securities of the
         series shall bear interest, if any, or the method by which such rate or
         rates shall be  determined,  the date or dates from which such interest
         shall  accrue  or the  method  by which  such  date or  dates  shall be
         determined,  the Interest  Payment Dates on which such interest will be
         payable and the Regular  Record Date, if any, for the interest  payable
         on any Registered  Security

                                       13
<PAGE>
         on any Interest Payment Date, or the method by which such date shall be
         determined,  and the basis upon which  interest  shall be calculated if
         other than that of a 360-day year of twelve 30-day months;

                           (5) the place or places where the  principal  of, any
         premium and interest on and any Additional  Amounts  payable in respect
         of,  Securities  of  the  series  shall  be  payable,   any  Registered
         Securities  of  the  series  may be  surrendered  for  registration  of
         transfer,  exchange or conversion and notices or demands to or upon the
         Company in respect of the  Securities of the series and this  Indenture
         may be served;

                           (6) the period or periods within which or the date or
         dates on which,  the price or  prices  at  which,  and other  terms and
         conditions  upon which  Securities  of the series may be  redeemed,  in
         whole or in part,  at the option of the  Company,  if the Company is to
         have the option;

                           (7) the obligation, if any, of the Company to redeem,
         repay or purchase Securities of the series pursuant to any sinking fund
         or analogous  provision or at the option of a Holder  thereof,  and the
         period or periods within which or the date or dates on which, the price
         or  prices  at  which,  and  other  terms  and  conditions  upon  which
         Securities  of the series shall be redeemed,  repaid or  purchased,  in
         whole or in part, pursuant to such obligation;

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

                           (9) if other than  Dollars,  the Foreign  Currency or
         Currencies in which payment of the principal of (and premium,  if any),
         interest, if any, on, and Additional Amounts, if any, on the Securities
         of the series shall be payable,  in which the  Securities of the series
         shall be redeemed or purchased or in which the Securities of the series
         shall be denominated;

                           (10) if other than the principal amount thereof,  the
         portion of the principal  amount of Securities of the series that shall
         be payable upon  declaration of  acceleration  of the Maturity  thereof
         pursuant to Section 502 or, if applicable, the portion of the principal
         amount of  Securities of the series that is  convertible  in accordance
         with the  provisions  of this  Indenture,  or the  method by which such
         portion shall be determined;

                           (11)  whether the amount of payments of  principal of
         (and  premium,  if any) or interest,  if any, on the  Securities of the
         series may be determined  with reference to an index,  formula or other
         method  (which  index,   formula  or  method  may  be  based,   without
         limitation,  on one  or  more  currencies,  currency  units,  composite
         currencies,  commodities,  equity  indices or other  indices),  and the
         manner in which such amounts shall be determined;

                           (12) whether the principal of (and  premium,  if any)
         or interest, if any on or Additional Amounts, if any, on the Securities
         of the series are to be  payable,  at the  election of the Company or a
         Holder thereof, in a currency or currencies,  currency unit or units or
         composite  currency  or  currencies  other  than  that  in  which  such
         Securities  are  denominated  or stated to be  payable,  the  period or
         periods  within which,  and the terms and conditions  upon which,  such
         election  may be made,  and the time and manner of, and identity of the
         exchange rate agent with  responsibility  for  determining the exchange
         rate  between the  currency or  currencies, currency  unit or units or
         composite  currency or  currencies  in which such  Securities  are
         denominated  or  stated to be  payable  and the currency or currencies,
         currency unit or units or composite currency or currencies in which
         such Securities are to be paid;

                           (13) provisions,  if any,  granting special rights to
         the Holders of  Securities  of the series upon the  occurrence  of such
         events as may be specified;

                                       14
<PAGE>

                           (14)  any  deletions   from,   modifications   of  or
         additions  to the Events of Default or  covenants  of the  Company  set
         forth in this  Indenture  with  respect  to  Securities  of the  series
         (whether or not such Events of Default or covenants are consistent with
         the Events of Default or covenants set forth herein);

                           (15)  whether  Securities  of  the  series  are to be
         issuable as Registered  Securities,  Bearer Securities (with or without
         coupons) or both,  any  restrictions  applicable to the offer,  sale or
         delivery  of  Bearer   Securities  and  the  terms  upon  which  Bearer
         Securities of the series may be exchanged for Registered  Securities of
         the  series  and  vice  versa  (if  permitted  by  applicable  laws and
         regulations),  whether any  Securities of the series are to be issuable
         initially in temporary  global form and whether any  Securities  of the
         series are to be  issuable  in  permanent  global  form with or without
         coupons and, if so, whether  beneficial owners of interests in any such
         permanent global Security may exchange such interests for Securities of
         such series and of like tenor of any authorized  form and  denomination
         and the  circumstances  under which any such  exchanges  may occur,  if
         other than in the manner  provided in Section 305,  and, if  Registered
         Securities of the series are to be issuable as a global  Security,  the
         identity of the depositary for such series;

                           (16) the date as of which any  Bearer  Securities  of
         the series and any temporary global Security  representing  Outstanding
         Securities  of the  series  shall be  dated  if other  than the date of
         original issuance of the first Security of the series to be issued;

                           (17)  the  Person  to  whom  any   interest   on  any
         Registered  Security of the series shall be payable,  if other than the
         Person  in  whose  name  that  Security  (or  one or  more  Predecessor
         Securities)  is  registered  at the close of  business  on the  Regular
         Record Date for such  interest,  the manner in which,  or the Person to
         whom,  any  interest  on any Bearer  Security  of the  series  shall be
         payable,  if  otherwise  than upon  presentation  and  surrender of the
         coupons  appertaining  thereto as they severally mature, and the extent
         to which, or the manner in which,  any interest  payable on a temporary
         global Security on an Interest  Payment Date will be paid if other than
         in the manner provided in Section 304;

                           (18) the  applicability,  if any,  of  Sections  1402
         and/or  1403 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 Fourteen;

                           (19)  if the  Securities  of  such  series  are to be
         issuable  in  definitive  form  (whether  upon  original  issue or upon
         exchange of a temporary  Security of such  series) only upon receipt of
         certain  certificates  or  other  documents  or  satisfaction  of other
         conditions, then the form and/or terms of such certificates,  documents
         or conditions;

                           (20) if the Securities of the series are to be issued
         upon the  exercise  of  warrants,  the time,  manner and place for such
         Securities to be authenticated and delivered;

                           (21) whether and under what circumstances the Company
         will pay  Additional  Amounts as  contemplated  by Section  1007 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  Company  will have the option to redeem  such  Securities
         rather  than pay such  Additional  Amounts  (and the  terms of any such
         option);

                           (22) the obligation, if any, of the Company to permit
         the  conversion of the  Securities of such series into Common Shares or
         Preferred  Shares of the Company or other  securities,  as the case may
         be, and the terms and conditions upon  which such  conversion  shall be
         effected (including,  without limitation,  the initial conversion price
         or rate,  the  conversion  period,  any  adjustment  of the  applicable
         conversion  price and any  requirements  relative to the reservation of
         such shares for purposes of conversion);

                                       15
<PAGE>
                           (23) the terms and  conditions,  if any,  upon  which
         payment of the Securities of such series shall be  subordinated  to the
         Securities  of  another  series or other  indebtedness  of the  Company
         (including, without limitation, indebtedness which ranks senior to such
         Securities;  restrictions  on  payments  to Holders of such  Securities
         while a default with respect to such senior indebtedness is continuing;
         restrictions,  if any, on  payments  to the Holders of such  Securities
         following an Event of Default; and any requirements for Holders of such
         Securities  to remit  certain  payments  to the  holders of such senior
         indebtedness);

                           (24)  if  the  Securities  of  the  series  are to be
         guaranteed, the term and conditions of such guarantee;

                           (25) if other than the Trustee,  the identity of each
         Security Registrar and/or Paying Agent for the series; and

                           (26) any other terms of the series (which terms shall
         not be inconsistent with the provisions of this Indenture).

                  All Securities of any one series and the coupons  appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of  Registered  Securities,  as to  denominations  and except as may
otherwise be provided in or pursuant to the Board  Resolution  establishing  the
series (subject to Section 303) and set forth in an Officers'  Certificate or in
any indenture  supplemental hereto. All Securities of any one series need not be
issued  at the same  time  and,  unless  otherwise  provided,  a  series  may be
reopened,  without the  consent of the  Holders,  for  issuances  of  additional
Securities of such series.

                  If any of  the  terms  of the  Securities  of any  series  are
established by action taken pursuant to one or more Board Resolutions, a copy of
an appropriate  record of such action(s)  shall be certified by the Secretary or
an Assistant  Secretary of the Company and  delivered to the Trustee at or prior
to the  delivery of the  Officers'  Certificate  setting  forth the terms of the
Securities of such series.

                  SECTION  302.  Denominations.  The  Securities  of each series
shall be issuable in such denominations as shall be specified as contemplated by
Section 301. With respect to Securities of any series denominated in Dollars, in
the absence of any such  provisions,  the Registered  Securities of such series,
other than  Registered  Securities  issued in global  form  (which may be of any
denomination),  shall be issuable in  denominations  of $1,000 and any  integral
multiple thereof.

                  SECTION 303. Execution,  Authentication,  Delivery and Dating.
The Securities and any coupons  appertaining thereto shall be executed on behalf
of the Company by its  President or one of its Vice  Presidents,  under its seal
reproduced  thereon,  and  attested  by its  Secretary  or one of its  Assistant
Secretaries.  The  signature  of any of these  officers  on the  Securities  and
coupons may be manual or facsimile  signatures of the present or any future such
authorized  officer  and  may  be  imprinted  or  otherwise  reproduced  on  the
Securities.

                  Securities   or  coupons   bearing  the  manual  or  facsimile
signatures  of  individuals  who  were at any time the  proper  officers  of the
Company shall bind the Company,  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
or coupons.

                  At any time and from  time to time  after  the  execution  and
delivery of this  Indenture,  the Company may deliver  Securities of any series,
together with any coupon  appertaining  thereto,  executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities,  and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities;  provided,  however,

                                       16
<PAGE>
that, in connection  with its original  issuance,  no Bearer  Security  shall be
mailed or otherwise delivered to any location in the United States; and provided
further  that,  unless  otherwise  specified  with  respect  to  any  series  of
Securities  pursuant  to Section  301, a Bearer  Security  may be  delivered  in
connection  with its original  issuance  only if the Person  entitled to receive
such Bearer Security shall have furnished a certificate in the form set forth in
Exhibit A-1 to this Indenture or such other certificate as may be specified with
respect to any series of  Securities  pursuant to Section 301,  dated no earlier
than 15 days prior to the earlier of the date on which such  Bearer  Security is
delivered  and  the  date  on  which  any  temporary   Security   first  becomes
exchangeable  for such  Bearer  Security  in  accordance  with the terms of such
temporary Security and this Indenture. If any Security shall be represented by a
permanent global Bearer Security, then, for purposes of this Section 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 its original issuance
of such beneficial owner's interest in such permanent global Security. Except as
permitted  by Section 306, the Trustee  shall not  authenticate  and deliver any
Bearer Security  unless all  appurtenant  coupons for interest then matured have
been detached and  cancelled.  If all the Securities of any series are not to be
issued  at one  time  and if the  Board  Resolution  or  supplemental  indenture
establishing  such  series  shall so permit,  such  Company  Order may set forth
procedures  acceptable  to the Trustee for the issuance of such  Securities  and
determining the terms of particular  Securities of such series, such as interest
rate or formula,  maturity  date,  date of issuance and date from which interest
shall accrue.  In authenticating  such Securities,  and accepting the additional
responsibilities  under this  Indenture  in  relation  to such  Securities,  the
Trustee  shall be entitled  to receive,  and  (subject  to TIA  Sections  315(a)
through 315(d)) shall be fully protected in relying upon,

                           (i) an Opinion of Counsel stating that

                                    (a) the form or forms of such Securities and
                  any  coupons  have been  established  in  conformity  with the
                  provisions of this Indenture;

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

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

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

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

                  Notwithstanding  the  provisions  of  Section  301  and of the
preceding paragraph, if all the Securities of any series are not to be issued at
one  time,  it shall  not be  necessary  to  deliver  an  Officers'  Certificate
otherwise  required pursuant to Section 301 or a Company Order, or an Opinion of
Counsel or an Officers' Certificate otherwise required pursuant to the preceding
paragraph  at the time of issuance of each  Security  of such  series,  but such
order,

                                       17
<PAGE>
opinion and  certificates,  with appropriate  modifications to cover such future
issuances,  shall be  delivered  at or before the time of  issuance of the first
Security of such series. Each Registered Security shall be dated the date of its
authentication  and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

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

                  SECTION 304. Temporary Securities. (a) Pending the preparation
of  definitive  Securities  of any series,  the Company  may  execute,  and upon
Company Order the Trustee shall authenticate and deliver,  temporary  Securities
which  are  printed,  lithographed,   typewritten,   mimeographed  or  otherwise
produced,  in any  authorized  denomination,  substantially  of the tenor of the
definitive  Securities in lieu of which they are issued, in registered form, or,
if authorized,  in bearer form with one or more coupons or without coupons,  and
with such appropriate insertions, omissions,  substitutions and other variations
as the  officers  executing  such  Securities  may  determine,  as  conclusively
evidenced by their  execution of such  Securities.  In the case of Securities of
any series, such temporary Securities may be in global form.

                  Except in the case of  temporary  Securities  in  global  form
(which  shall be  exchanged in  accordance  with Section  304(b) or as otherwise
provided in or pursuant to a Board Resolution),  if temporary  Securities of any
series are issued,  the Company will cause definitive  Securities of that series
to be prepared without  unreasonable  delay. After the preparation of definitive
Securities  of such series,  the  temporary  Securities  of such series shall be
exchangeable  for  definitive  Securities  of such series upon  surrender of the
temporary  Securities of such series at the office or agency of the Company in a
Place of Payment for that series,  without charge to the Holder.  Upon surrender
for  cancellation  of any  one  or  more  temporary  Securities  of  any  series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall  authenticate  and deliver in exchange  therefor a
like principal amount of definitive  Securities of the same series of authorized
denominations;  provided,  however,  that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security;  and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this  Indenture as definitive  Securities
of such series.

                  (b)  Unless  otherwise  provided  in or  pursuant  to a  Board
Resolution,   this  Section  304(b)  shall  govern  the  exchange  of  temporary
Securities  issued in global form other than through the  facilities  of DTC. If
any such temporary Security is issued in global form, then such temporary global
Security shall,  unless otherwise  provided therein,  be delivered to the London
office of a depositary or common depositary (the "Common  Depositary"),  for the
benefit of Euroclear and Clearstream,  for credit to the respective  accounts of
the beneficial  owners of such Securities (or to such other accounts as they may
direct).

                  Without  unnecessary delay but in any event not later than the
date  specified in, or determined  pursuant to the terms of, any such  temporary
global Security (the "Exchange Date"),  the Company shall deliver to the

                                       18
<PAGE>
Trustee  definitive  Securities,  in  aggregate  principal  amount  equal to the
principal amount of such temporary global Security,  executed by the Company. On
or after the Exchange  Date,  such global  Security  shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged,  in whole or from  time to time in part,  for  definitive  Securities
without charge, and the Trustee shall authenticate and deliver,  in exchange for
each portion of such temporary  global  Security,  an equal aggregate  principal
amount of definitive  Securities of the same series of authorized  denominations
and of like  tenor  as the  portion  of such  temporary  global  Security  to be
exchanged.  The  definitive  Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form,  registered  form,  permanent
global  bearer form or permanent  global  registered  form,  or any  combination
thereof,  as specified as  contemplated  by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; provided,
however,  that,  unless  otherwise  specified in such temporary global Security,
upon such presentation by the Common Depositary,  such temporary global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for
its account then to be exchanged and a certificate  dated the Exchange Date or a
subsequent  date and signed by  Clearstream  as to the portion of such temporary
global Security held for its account then to be exchanged,  each in the form set
forth  in  Exhibit  A-2 to  this  Indenture  or in  such  other  form  as may be
established pursuant to Section 301; and provided further that definitive Bearer
Securities  shall be delivered  in exchange for a portion of a temporary  global
Security only in compliance with the requirements of Section 303.

                  Unless otherwise  specified in such temporary global Security,
the  interest of a  beneficial  owner of  Securities  of a series in a temporary
global Security shall be exchanged for definitive  Securities of the same series
and of like tenor following the Exchange Date when the account holder  instructs
Euroclear or  Clearstream,  as the case may be, to request such  exchange on his
behalf  and  delivers  to  Euroclear  or  Clearstream,  as the  case  may be,  a
certificate  in the form set forth in Exhibit A-1 to this  Indenture (or in such
other forms as may be  established  pursuant to Section  301),  dated no earlier
than 15 days prior to the Exchange Date,  copies of which  certificate  shall be
available  from the offices of  Euroclear  and  Clearstream,  the  Trustee,  any
Authenticating  Agent  appointed for such series of  Securities  and each Paying
Agent.  Unless otherwise  specified in such temporary global Security,  any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Security,  except that a Person receiving definitive Securities must bear
the cost of insurance,  postage,  transportation and the like unless such Person
takes  delivery  of such  definitive  Securities  in  person at the  offices  of
Euroclear or Clearstream.  Definitive  Securities in bearer form to be delivered
in exchange for any portion of a temporary  global  Security  shall be delivered
only outside the United States.

                  Until exchanged in full 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 of like
tenor  authenticated  and delivered  hereunder,  except that,  unless  otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest  Payment Date for  Securities  of such series  occurring
prior  to the  applicable  Exchange  Date  shall be  payable  to  Euroclear  and
Clearstream  on such  Interest  Payment  Date upon  delivery  by  Euroclear  and
Clearstream  to the Trustee of a  certificate  or  certificates  in the form set
forth  in  Exhibit  A-2 to this  Indenture  (or in such  other  forms  as may be
established  pursuant to Section 301), for credit without further interest on or
after such Interest  Payment Date to the respective  accounts of persons who are
the beneficial owners of such temporary global Security on such Interest Payment
Date and who have each  delivered to Euroclear or  Clearstream,  as the case may
be, a  certificate  dated no earlier than 15 days prior to the Interest  Payment
Date occurring  prior to such Exchange Date in the form set forth as Exhibit A-1
to this  Indenture  (or in such other  forms as may be  established  pursuant to
Section 301).  Notwithstanding  anything to the contrary herein  contained,  the
certifications  made pursuant to this paragraph shall satisfy the  certification
requirements  of the preceding two paragraphs of this Section 304 (b) and of the
third  paragraph  of Section  303 of this  Indenture  and the  interests  of the
Persons  who are the  beneficial  owners of a  temporary  global  Security  with
respect to which such  certification  was made will be exchanged for  definitive
Securities of the same series and of like tenor on the Exchange Date or the date
of  certification  if such date occurs after the Exchange Date,  without further
act or deed by such  beneficial  owners.  Except as  otherwise  provided in this
paragraph,  no  payments  of  principal  or  interest  owing  with  respect to a
beneficial interest in a temporary global Security will be made unless and until
such interest in such temporary global Security shall have been exchanged for an
interest

                                       19
<PAGE>
in a definitive Security.  Any interest so received by Euroclear and Clearstream
and not paid as herein  provided  shall be returned to the Trustee  prior to the
expiration of two years after such  Interest  Payment Date in order to be repaid
to the Company.

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

                  Subject to the  provisions of this Section 305, upon surrender
for  registration  of transfer of any  Registered  Security of any series at any
office or agency of the  Company  in a Place of  Payment  for that  series,  the
Company shall execute,  and the Trustee shall  authenticate and deliver,  in the
name of the  designated  transferee or  transferees,  one or more new Registered
Securities of the same series,  of any  authorized  denominations  and of a like
aggregate principal amount, bearing a number not contemporaneously  outstanding,
and containing identical terms and provisions.

                  Subject to the  provisions  of this Section 305, at the option
of the Holder,  Registered  Securities  of any series may be exchanged for other
Registered  Securities of the same series,  of any  authorized  denomination  or
denominations  and of a like aggregate  principal amount,  containing  identical
terms  and  provisions,  upon  surrender  of  the  Registered  Securities  to be
exchanged at any such office or agency.  Whenever any such Registered Securities
are so  surrendered  for exchange,  the Company shall  execute,  and the Trustee
shall  authenticate  and deliver,  the  Registered  Securities  which the Holder
making the  exchange is entitled to receive.  Unless  otherwise  specified  with
respect to any series of  Securities  as  contemplated  by Section  301,  Bearer
Securities may not be issued in exchange for Registered Securities.

                  If (but only if) permitted by the applicable  Board Resolution
and (subject to Section 303) set forth in the applicable Officers'  Certificate,
or in any indenture  supplemental  hereto,  delivered as contemplated by Section
301,  at the  option of the  Holder,  Bearer  Securities  of any  series  may be
exchanged  for  Registered  Securities  of the  same  series  of any  authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Securities to be exchanged at any such office or agency,  with all
unmatured  coupons and all matured coupons in default thereto  appertaining.  If
the Holder of a Bearer  Security is unable to produce any such unmatured  coupon
or coupons or matured coupon or coupons in default,  any such permitted exchange
may be effected if the Bearer  Securities  are  accompanied  by payment in funds
acceptable  to the Company in an amount equal to the face amount of such missing
coupon or coupons,  or the  surrender of such  missing  coupon or coupons may be
waived  by the  Company  and the  Trustee  if there is  furnished  to them  such
security  or  indemnity  as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to any
Paying  Agent any such missing  coupon in respect of which such a payment  shall
have been made,  such  Holder  shall be  entitled  to receive the amount of such
payment; provided,  however, that, except as otherwise provided in Section 1002,
interest  represented  by coupons  shall be payable only upon  presentation  and
surrender  of those  coupons at an office or agency  located  outside the United
States.  Notwithstanding the foregoing,  in case a Bearer Security of any series
is  surrendered  at any such  office  or agency in a  permitted  exchange  for a
Registered  Security  of the same  series  and like  tenor  after  the  close of
business at such office or agency on (i) any Regular  Record Date and before the
opening of business at such office or agency on the  relevant  Interest  Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer  Security shall be surrendered

                                       20
<PAGE>
without the coupon  relating to such Interest  Payment Date or proposed date for
payment, as the case may be, and interest or Defaulted Interest, as the case may
be,  will not be payable on such  Interest  Payment  Date or  proposed  date for
payment,  as the case may be, in respect of the  Registered  Security  issued in
exchange  for such Bearer  Security,  but will be payable  only to the Holder of
such  coupon  when due in  accordance  with the  provisions  of this  Indenture.
Whenever any Bearer  Securities  are so  surrendered  for exchange,  the Company
shall execute,  and the Trustee shall  authenticate and deliver,  the Securities
which the Holder making the exchange is entitled to receive.

                  Notwithstanding  the foregoing,  except as otherwise specified
as  contemplated  by  Section  301,  any  permanent  global  Security  shall  be
exchangeable  only as  provided in this  paragraph.  If the  depositary  for any
permanent global Security is DTC, then, unless the terms of such global Security
expressly  permit such global  Security to be  exchanged in whole or in part for
definitive Securities, a global Security may be transferred, in whole but not in
part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor
to DTC for such  global  Security  selected  or  approved by the Company or to a
nominee of such  successor  to DTC. If at any time DTC notifies the Company that
it is unwilling or unable to continue as depositary  for the  applicable  global
Security  or  Securities  or if at any time DTC ceases to be a  clearing  agency
registered under the Securities Exchange Act of 1934, as amended, if so required
by  applicable  law  or  regulation,  the  Company  shall  appoint  a  successor
depositary  with  respect  to  such  global  Security  or  Securities.  If (x) a
successor  depositary for such global Security or Securities is not appointed by
the  Company  within 90 days after the Company  receives  such notice or becomes
aware of such unwillingness, inability or ineligibility, (y) an Event of Default
has occurred and is continuing and the beneficial owners representing a majority
in principal amount of the applicable  series of Securities  represented by such
global Security or Securities  advise DTC to cease acting as depositary for such
global  Security  or  Securities  or (z) the  Company,  in its sole  discretion,
determines at any time that all  Outstanding  Securities (but not less than all)
of any series  issued or issuable  in the form of one or more global  Securities
shall no longer be represented by such global  Security or Securities,  then the
Company  shall  execute,   and  the  Trustee  shall  authenticate  and  deliver,
definitive  Securities of like series,  rank, tenor and terms in definitive form
in an aggregate  principal  amount equal to the principal  amount of such global
Security or Securities.  If any  beneficial  owner of an interest in a permanent
global  Security is otherwise  entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination,  as specified as contemplated by Section 301 and provided that
any applicable  notice provided in the permanent global Security shall have been
given,  then  without  unnecessary  delay  but in any  event no  later  than the
earliest  date on which such  interest may be so  exchanged,  the Company  shall
execute, and the Trustee shall authenticate and deliver,  definitive  Securities
in aggregate  principal  amount equal to the principal amount of such beneficial
owner's  interest in such permanent  global  Security.  On or after the earliest
date on which such interests may be so exchanged, such permanent global Security
shall be  surrendered  for exchange by DTC or such other  depositary as shall be
specified  in the Company  Order with  respect  thereto to the  Trustee,  as the
Company's agent for such purpose; provided,  however, that no such exchanges may
occur  during a period  beginning  at the opening of business 15 days before any
selection of  Securities  to be redeemed  and ending on the relevant  Redemption
Date if the Security for which exchange is requested may be among those selected
for  redemption;  and  provided  further  that no Bearer  Security  delivered in
exchange  for a  portion  of a  permanent  global  Security  shall be  mailed or
otherwise  delivered  to any  location  in the United  States.  If a  Registered
Security is issued in exchange  for any portion of a permanent  global  Security
after the close of business at the office or agency where such  exchange  occurs
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and  before the  opening of  business  at such  office or agency on the  related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest,
as the case  may be,  will  not be  payable  on such  Interest  Payment  Date or
proposed  date for  payment,  as the case may be, in respect of such  Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment,  as the case may be, only to the Person to whom  interest in respect of
such portion or such permanent global Security is payable in accordance with the
provisions of this Indenture.

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

                                       21
<PAGE>
                  Every  Registered   Security   presented  or  surrendered  for
registration of transfer or for exchange or redemption  shall (if so required by
the Company or the Security Registrar) be duly endorsed,  or be accompanied by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Security  Registrar,  duly  executed by the Holder  thereof or his attorney duly
authorized in writing.

                  No  service  charge  shall  be made  for any  registration  of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any  registration  of transfer or exchange of Securities,  other
than  exchanges  pursuant to Section 304,  906,  1107 or 1305 not  involving any
transfer.

                  The  Company  or the  Trustee,  as  applicable,  shall  not be
required (i) to issue, register the transfer of or exchange any Security if such
Security may be among those selected for redemption during a period beginning at
the  opening of  business  15 days  before  selection  of the  Securities  to be
redeemed  under  Section 1103 and ending at the close of business on (A) if such
Securities are issuable only as Registered Securities, the day of the mailing of
the relevant  notice of redemption  and (B) if such  Securities  are issuable as
Bearer  Securities,  the day of the first  publication of the relevant notice of
redemption or, if such Securities are also issuable as Registered Securities and
there is no publication,  the mailing of the relevant  notice of redemption,  or
(ii) to register the transfer of or exchange any Registered Security so selected
for  redemption  in  whole  or in part,  except,  in the case of any  Registered
Security to be redeemed in part,  the  portion  thereof not to be  redeemed,  or
(iii) to exchange  any Bearer  Security so selected for  redemption  except that
such a Bearer Security may be exchanged for a Registered Security of that series
and  of  like  tenor;   provided  that  such   Registered   Security   shall  be
simultaneously  surrendered  for  redemption,  or (iv) to  issue,  register  the
transfer of or exchange any Security which has been surrendered for repayment at
the option of the Holder, except that portion, if any, of such Security which is
not to be so repaid.

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

                  If there shall be  delivered to the Company and to the Trustee
(i)  evidence to their  satisfaction  of the  destruction,  loss or theft of any
Security or coupon,  and (ii) such  security or  indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in the
absence of written  notice to the Company or the Trustee  that such  Security or
coupon has been acquired by a bona fide purchaser, the Company shall execute and
upon its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed,  lost or stolen  Security or in exchange  for the Security to which a
destroyed,  lost or stolen coupon  appertains (with all appurtenant  coupons not
destroyed,  lost or stolen),  a new  Security  of the same series and  principal
amount,  containing  identical  terms and  provisions  and  bearing a number not
contemporaneously  outstanding,  with coupons  corresponding to the coupons,  if
any, appertaining to such destroyed,  lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

                  Notwithstanding the provisions of the previous two paragraphs,
in case any such  mutilated,  destroyed,  lost or stolen  Security or coupon has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such destroyed,  lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains,  pay such Security or
coupon;  provided,  however, that payment of principal of (and premium, if any),
any interest on and any  Additional  Amounts with respect to, Bearer  Securities
shall,  except as  otherwise  provided in Section  1002,  be payable  only at an

                                       22
<PAGE>
office or agency  located  outside  the  United  States  and,  unless  otherwise
specified as  contemplated  by Section  301,  any interest on Bearer  Securities
shall  be  payable  only  upon   presentation   and  surrender  of  the  coupons
appertaining thereto.

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

                  Every new  Security  of any series with its  coupons,  if any,
issued  pursuant  to  this  Section  in lieu of any  destroyed,  lost or  stolen
Security,  or in exchange  for a Security to which a  destroyed,  lost or stolen
coupon  appertains,   shall  constitute  an  original   additional   contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any
time  enforceable  by anyone,  and shall be entitled to all the benefits of this
Indenture equally and proportionately  with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

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

                  SECTION 307. Payment of Interest;  Interest Rights  Preserved.
Except  as  otherwise  specified  with  respect  to a series  of  Securities  in
accordance  with the  provisions  of Section  301,  interest  on any  Registered
Security that is payable,  and is  punctually  paid or duly provided for, on any
Interest  Payment  Date shall be paid to the Person in whose name that  Security
(or one or more  Predecessor  Securities) is registered at the close of business
on the  Regular  Record  Date for such  interest  at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
that  each  installment  of  interest  on  any  Registered  Security  may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled  thereto  pursuant to Section 308,
to the  address of such  Person as it appears on the  Security  Register or (ii)
transfer to an account maintained by the payee located inside the United States.

                  Unless otherwise  provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest may be made, in the
case of a Bearer  Security,  by transfer to an account  maintained  by the payee
with a bank located outside the United States.

                  Unless  otherwise  provided as  contemplated  by Section  301,
every permanent  global Security will provide that interest,  if any, payable on
any Interest Payment Date will be paid to DTC, Euroclear and/or Clearstream,  as
the case may be, with respect to that portion of such permanent  global Security
held for its account by Cede & Co. or the Common Depositary, as the case may be,
for the purpose of permitting  such party to credit the interest  received by it
in respect of such permanent  global  Security to the accounts of the beneficial
owners thereof.

                  In case a Bearer  Security  of any  series is  surrendered  in
exchange  for a  Registered  Security of such series after the close of business
(at an office or agency in a Place of Payment  for such  series) on any  Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest  Payment Date and interest will not
be payable on such Interest  Payment Date in respect of the Registered  Security
issued in exchange  for such Bearer  Security,  but will be payable  only to the
Holder  of such  coupon  when  due in  accordance  with the  provisions  of this
Indenture.

                  Except as  otherwise  specified  with  respect  to a series of
Securities in accordance with the provisions of Section 301, any interest on any
Registered Security of any series that is payable, but is not punctually paid or
duly  provided  for, on any  Interest  Payment Date  (herein  called  "Defaulted
Interest") shall forthwith cease to be payable to the registered  Holder thereof
on the relevant  Regular  Record Date by virtue of having been such Holder,  and
such  Defaulted  Interest  may be paid by the  Company,  at its election in each
case, as provided in clause (1) or (2) below:

                                       23
<PAGE>
                  (1) The  Company  may elect to make  payment of any  Defaulted
         Interest  to the Persons in whose names the  Registered  Securities  of
         such series (or their respective Predecessor Securities) are registered
         at the close of  business  on a Special  Record Date for the payment of
         such Defaulted Interest,  which shall be fixed in the following manner.
         The  Company  shall  notify  the  Trustee  in  writing of the amount of
         Defaulted  Interest proposed to be paid on each Registered  Security of
         such series and the date of the  proposed  payment  (which shall not be
         less than 20 days after such notice is received by the Trustee), and at
         the same time the Company  shall  deposit with the Trustee an amount of
         money  in the  currency  or  currencies,  currency  unit  or  units  or
         composite currency or currencies 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 the Trustee for such deposit on or prior
         to the date of the proposed  payment,  such money when  deposited to be
         held in trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided.  Thereupon the Trustee shall fix a
         Special  Record Date for 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 the  Trustee  of the notice of the  proposed  payment.  The
         Trustee shall  promptly  notify the Company of such Special Record Date
         and, in the name and at the expense of the Company,  shall cause notice
         of the  proposed  payment of such  Defaulted  Interest  and the Special
         Record Date therefor to be mailed, first-class postage prepaid, to each
         Holder of  Registered  Securities  of such  series at his address as it
         appears in the  Security  Register  not less than 10 days prior to such
         Special  Record Date. The Trustee may, in its  discretion,  in the name
         and at the  expense  of the  Company,  cause  a  similar  notice  to be
         published  at least once in an  Authorized  Newspaper  in each Place of
         Payment,  but such publications  shall not be a condition  precedent to
         the  establishment of such Special Record Date.  Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been mailed as aforesaid,  such Defaulted Interest shall be paid
         to the Persons in whose names the Registered  Securities of such series
         (or their  respective  Predecessor  Securities)  are  registered at the
         close of  business on such  Special  Record Date and shall no longer be
         payable pursuant to the following clause (2). In case a Bearer Security
         of any series is surrendered  for transfer or exchange at the office or
         agency  in a Place  of  Payment  for such  series  after  the  close of
         business at such office or agency on any Special Record Date and before
         the  opening  of  business  at such  office or  agency  on the  related
         proposed date for payment of Defaulted  Interest,  such Bearer Security
         shall be surrendered  without the coupon relating to such proposed date
         of payment and Defaulted  Interest will not be payable on such proposed
         date of  payment  in  respect  of the  Registered  Security  issued  in
         exchange  for such  Bearer  Security,  but will be payable  only to the
         Holder of such coupon when due in  accordance  with the  provisions  of
         this Indenture.

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

                  Subject  to the  foregoing  provisions  of  this  Section  and
Section 305, each 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 Registered Security for registration of transfer,  the Company, the Trustee
and any agent of the  Company or the  Trustee may treat the Person in whose name
such  Registered  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 Sections 305 and 307) interest on, such Registered Security and for all other
purposes  whatsoever,  whether or not such Registered  Security is overdue,  and
neither  the  Company,  the  Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                                       24
<PAGE>
                  Title to any  Bearer  Security  and any  coupons  appertaining
thereto  shall pass by delivery.  The Company,  the Trustee and any agent of the
Company  or the  Trustee  may treat the Holder of any  Bearer  Security  and the
Holder of any coupon as the  absolute  owner of such  Security or coupon for the
purpose of  receiving  payment  thereof or on account  thereof and for all other
purposes  whatsoever,  whether or not such  Security or coupon is  overdue,  and
neither  the  Company,  the  Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

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

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

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

                  SECTION  310.  Computation  of  Interest.  Except as otherwise
specified  as  contemplated  by Section 301 with  respect to  Securities  of any
series, interest on the Securities of each series shall be computed on the basis
of a 360-day year consisting of twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                  SECTION 401.  Satisfaction  and Discharge of  Indenture.  This
Indenture  shall upon Company Request cease to be of further effect with respect
to any series of Securities  specified in such Company Request (except as to any
surviving  rights of  registration of transfer or exchange of Securities of such
series  herein  expressly  provided  for and any  right  to  receive  Additional
Amounts,  as provided  in Section  1007),  and the  Trustee,  upon  receipt of a
Company  Order,  and at  the  expense  of  the  Company,  shall  execute  proper
instruments  acknowledging  satisfaction  and discharge of this  Indenture as to
such series when

                           (1)  either

                                       25
<PAGE>
                                    (A)   all    Securities   of   such   series
                  theretofore  authenticated  and delivered and all coupons,  if
                  any, appertaining thereto (other than (i) coupons appertaining
                  to Bearer  Securities  surrendered for exchange for Registered
                  Securities and maturing after such exchange,  whose  surrender
                  is not required or has been waived as provided in Section 305,
                  (ii)  Securities  and coupons of such  series  which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section  306,  (iii)  coupons  appertaining  to
                  Securities  called  for  redemption  and  maturing  after  the
                  relevant  Redemption  Date, whose surrender has been waived as
                  provided in Section 1106,  and (iv)  Securities and coupons of
                  such  series  for whose  payment  money has  theretofore  been
                  deposited  in  trust  or  segregated  and held in trust by the
                  Company and  thereafter  repaid to the  Company or  discharged
                  from such  trust,  as  provided  in  Section  1003)  have been
                  delivered to the Trustee for cancellation; or

                                    (B) all  Securities  of such  series and, in
                  the  case  of (i) or  (ii)  below,  any  coupons  appertaining
                  thereto,   not  theretofore   delivered  to  the  Trustee  for
                  cancellation

                                            (i)       have    become   due   and
                                                      payable, or

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

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


                  and the Company,  in the case of (i), (ii) or (iii) above, has
                  irrevocably  deposited  or  caused  to be  deposited  with the
                  Trustee  as funds in trust for such  purpose  an amount in the
                  currency or  currencies,  currency  unit or units or composite
                  currency or currencies in which the  Securities of such series
                  are  payable,  sufficient  to pay  and  discharge  the  entire
                  indebtedness   on  such   Securities   and  such  coupons  not
                  theretofore  delivered  to the Trustee for  cancellation,  for
                  principal  (and  premium,  if  any)  and  interest,   and  any
                  Additional  Amounts with respect thereto,  to the date of such
                  deposit (in the case of  Securities  which have become due and
                  payable) or to the Stated Maturity or Redemption  Date, as the
                  case may be;

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

                           (3) the  Company  has  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions  precedent  herein provided for relating to the satisfaction
         and  discharge of this  Indenture as to such series have been  complied
         with.

The obligations of the Company to the Trustee and any predecessor  Trustee under
Section 606, the  obligations of the Company to any  Authenticating  Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section,  the obligations of the
Trustee under  Section 402 and the last  paragraph of Section 1003 shall survive
the satisfaction and discharge of this Indenture.

                  SECTION  402.  Application  of  Trust  Funds.  Subject  to the
provisions of the last paragraph of Section 1003,  all money  deposited with the
Trustee  pursuant  to Section  401 shall be held in trust and  applied by it, in
accordance  with  the  provisions  of  the  Securities,  the  coupons  and  this
Indenture,  to  the  payment,  either  directly  or

                                       26
<PAGE>
through any Paying Agent  (including the Company acting as its own Paying Agent)
as the Trustee may determine,  to the Persons entitled thereto, of the principal
(and premium, if any), and any interest and Additional Amounts for whose payment
such money has been  deposited  with or received by the Trustee,  but such money
need not be segregated from other funds except to the extent required by law.

                                  ARTICLE FIVE

                                    REMEDIES

                  SECTION 501. Events of Default.  "Event of Default",  wherever
used herein with respect to any particular  series of Securities,  means any one
of the  following  events  (whatever  the reason  for such Event of Default  and
whether or not it shall be voluntary or  involuntary or be effected by operation
of law or pursuant to any  judgment,  decree or order of any court or any order,
rule or regulation of any administrative or governmental body):

                           (1)  default in the payment of any  interest  upon or
         any  Additional  Amounts  payable in respect  of any  Security  of that
         series or of any  coupon  appertaining  thereto,  when  such  interest,
         Additional  Amounts or coupon 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 when it becomes due
         and payable 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  of the  Company in this  Indenture  (other  than a covenant a
         default  in whose  performance  or whose  breach is  elsewhere  in this
         Section specifically dealt with or which has been expressly included in
         this Indenture  solely for the benefit of a series of Securities  other
         than that  series),  and  continuance  of such  default or breach for a
         period  of 60 days  after there has been given,  by registered or
         certified  mail, to the Company by the  Trustee or to the  Company and
         the Trustee by the Holders of at least a majority 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

                           (5) a  default  under any  bond,  debenture,  note or
         other evidence of indebtedness  of the Company,  or under any mortgage,
         indenture or other instrument of the Company  (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  Company  (or by any  Subsidiary,  the  repayment  of which  the
         Company has guaranteed or for which the Company is 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  $__________ of
         such  indebtedness  when due and payable  after the  expiration  of any
         applicable grace period with respect thereto and shall have resulted in
         such   indebtedness  in  an  aggregate   principal   amount   exceeding
         $__________  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 Company
         by the  Trustee or to the  Company and the Trustee by the Holders of at
         least a majority in principal  amount of the Outstanding  Securities of
         that series a written notice  specifying such default and requiring the
         Company  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

                                       27
<PAGE>

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

                                    (A) commences a voluntary case,

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

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

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

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

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

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

                                    (C) orders the liquidation of the Company or
                  any  Significant  Subsidiary,  and the order or decree remains
                  unstayed and in effect for 90 days; or

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

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

                  SECTION  502.   Acceleration   of  Maturity;   Rescission  and
Annulment.  If an Event of Default with respect to  Securities  of any series at
the time  Outstanding  occurs and is continuing  (other than an Event of Default
described in Section 501(6) or 501(7)),  then and in every such case the Trustee
or  the  Holders  of not  less  than  a  majority  in  principal  amount  of the
Outstanding  Securities  of that series may declare  the  principal  (or, if any
Securities are Original Issue Discount  Securities or Indexed  Securities,  such
portion of the  principal as may be  specified in the terms  thereof) of all the
Securities  of that  series to be due and  payable  immediately,  by a notice in
writing to the Company  (and to the Trustee if given by the  Holders),  and upon
any such  declaration  such principal or specified  portion thereof shall become
immediately due and payable.  If an Event of Default described in Section 501(6)
or 501(7)  with  respect to any  series of  Securities  at the time  outstanding
occurs, the principal amount of all of the Securities of that series (or, in the
case of any such Original Issue Discount Securities or Indexed Securities,  such
portion  of the  principal  as may be  specified  in  the  terms  thereof)  will
automatically,  and  without  any action by the  Trustee or any Holder  thereof,
become immediately due and payable.

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

                                       28
<PAGE>
                           (1) the  Company  has  paid  or  deposited  with  the
         Trustee  a sum  sufficient  to pay in the  currency,  currency  unit or
         composite  currency 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  installments of interest on
                  and  any  Additional   Amounts   payable  in  respect  of  all
                  Outstanding Securities of that series and any related coupons,

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

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

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

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

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

                  SECTION  503.   Collection  of  Indebtedness   and  Suits  for
Enforcement by Trustee. The Company covenants that if:

                           (1) default is made in the payment of any installment
         of  interest or  Additional  Amounts,  if any,  on any  Security of any
         series and any related  coupon when such interest or Additional  Amount
         becomes due and payable and such default  continues  for a period of 30
         days, or

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

then the Company will, upon demand of the Trustee,  pay to the Trustee,  for the
benefit of the Holders of such Securities of such series and coupons,  the whole
amount then due and payable on such  Securities  and coupons for principal  (and
premium, if any) and interest and Additional Amounts thereon, with interest upon
any 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 or Additional Amounts thereon, if any, at the rate or rates borne by or
provided for in such Securities,  and, in addition thereto,  such further amount
as shall be sufficient to cover the costs and expenses of collection,  including
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Trustee, its agents and counsel.

                  If the Company fails to pay such amounts  forthwith  upon such
demand,  the Trustee,  in its own name and as trustee of an express  trust,  may
institute  a  judicial  proceeding  for the  collection  of the  sums so due and
unpaid,  and may prosecute such proceeding to judgment or final decree,  and may
enforce the same against the Company or any other  obligor upon such  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 Company or any other  obligor
upon such Securities of such series, wherever situated.

                                       29
<PAGE>
                  If an Event of  Default  with  respect  to  Securities  of any
series occurs and is continuing,  the Trustee may in its  discretion  proceed to
protect and enforce  its rights and the rights of the Holders of  Securities  of
such series and any related coupons by such appropriate  judicial proceedings as
the Trustee  shall deem most  effectual  to protect and enforce any such rights,
whether  for the  specific  enforcement  of any  covenant or  agreement  in this
Indenture or in aid of the exercise of any power granted  herein,  or to enforce
any other proper remedy.

                  SECTION 504.  Trustee May File Proofs of Claim. In case of the
pendency   of   any   receivership,    insolvency,   liquidation,    bankruptcy,
reorganization,   arrangement,   adjustment,   composition   or  other  judicial
proceeding  relative to the Company or any other obligor upon the  Securities or
the  property of the Company or of such other  obligor or their  creditors,  the
Trustee  (irrespective  of whether the principal of the Securities of any series
shall  then be due  and  payable  as  therein  expressed  or by  declaration  or
otherwise and  irrespective of whether the Trustee shall have made any demand on
the  Company  for the payment of overdue  principal  of, or premium,  if any, or
interest on, the Securities) shall be entitled and empowered, by intervention in
such proceeding or otherwise:

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

                           (ii) to  collect  and  receive  any  moneys  or other
         property  payable or  deliverable  on any such claims and to distribute
         the same;

and any custodian,  receiver,  assignee, trustee,  liquidator,  sequestrator (or
other similar official) in any such judicial  proceeding is hereby authorized by
each Holder of  Securities  of such series and coupons to make such  payments to
the Trustee,  and in the event that the Trustee  shall  consent to the making of
such payments  directly to the Holders,  to pay to the Trustee any amount due to
it for the reasonable compensation,  expenses, disbursements and advances of the
Trustee and any  predecessor  Trustee,  their agents and counsel,  and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

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

                  SECTION 505. Trustee May Enforce Claims Without  Possession of
Securities or Coupons.  All rights of action and claims under this  Indenture or
any of the  Securities or coupons may be prosecuted  and enforced by the Trustee
without the  possession of any of the  Securities  or coupons or the  production
thereof in any proceeding relating thereto,  and any such proceeding  instituted
by the Trustee shall be brought in its own name as trustee of an express  trust,
and any  recovery  of judgment  shall,  after  provision  for the payment of the
reasonable  compensation,  expenses,  disbursements and advances of the Trustee,
its agents and counsel,  be for the ratable benefit of the Holders of Securities
and coupons in respect of which such judgment has been recovered.

                  SECTION  506.  Application  of  Money  Collected.   Any  money
collected  by the  Trustee  pursuant  to this  Article  shall be  applied in the
following  order,  at the date or dates fixed by the Trustee and, in case of the
distribution  of such money on  account of  principal  (or  premium,  if any) or
interest and any  Additional  Amounts,  upon  presentation  of the Securities or
coupons, 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:

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<PAGE>
                           FIRST:  To  the  payment  of all  amounts  due to the
         Trustee and any predecessor Trustee under Section 606;

                           SECOND:  To the payment of the  amounts  then due and
         unpaid upon the Securities  and coupons for principal (and premium,  if
         any) and interest and any  Additional  Amounts  payable,  in respect of
         which  or for the  benefit  of which  such  money  has been  collected,
         ratably,  without preference or priority of any kind,  according to the
         aggregate  amounts due and payable on such  Securities  and coupons for
         principal  (and  premium,  if any),  interest and  Additional  Amounts,
         respectively; and

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

                  SECTION 507. Limitation on Suits. No Holder of any Security of
any  series  or any  related  coupon  shall  have  any  right to  institute  any
proceeding,  judicial or otherwise,  with respect to this Indenture,  or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

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

                           (3)  such  Holder  or  Holders  have  offered  to the
         Trustee   reasonable   indemnity   against  the  costs,   expenses  and
         liabilities to be incurred in compliance with such request;

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

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

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

                  SECTION  508.   Unconditional  Right  of  Holders  to  Receive
Principal, Premium, if any, Interest and Additional Amounts. Notwithstanding any
other  provision in this  Indenture,  the Holder of any Security or coupon shall
have the right which is absolute  and  unconditional  to receive  payment of the
principal  of (and  premium,  if any)  and  (subject  to  Sections  305 and 307)
interest on, and any Additional  Amounts in respect of, such Security or payment
of such coupon on the respective due dates  expressed in such Security or coupon
(or, in the case of redemption,  on the  Redemption  Date) and to institute suit
for the  enforcement of any such payment,  and such rights shall not be impaired
without the consent of such Holder.

                  SECTION  509.  Restoration  of  Rights  and  Remedies.  If the
Trustee or any Holder of a Security or coupon has  instituted  any proceeding to
enforce any right or remedy under this  Indenture and such  proceeding  has been
discontinued or abandoned for any reason,  or has been  determined  adversely to
the  Trustee or to such  Holder,  then and in every such case the  Company,  the
Trustee  and the  Holders  of  Securities  and  coupons  shall,  subject  to any
determination  in such  proceeding,  be restored  severally and  respectively to
their former  positions  hereunder and

                                       31
<PAGE>
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

                  SECTION  510.  Rights  and  Remedies  Cumulative.   Except  as
otherwise  provided  with respect to the  replacement  or payment of  mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section
306, no right or remedy herein  conferred  upon or reserved to the Trustee or to
the Holders of  Securities  or coupons is intended to be  exclusive of any other
right or remedy,  and every right and remedy shall,  to the extent  permitted by
law,  be  cumulative  and in  addition  to every  other  right and remedy  given
hereunder or now or  hereafter  existing at law or in equity or  otherwise.  The
assertion or employment of any right or remedy  hereunder,  or otherwise,  shall
not prevent the  concurrent  assertion or  employment  of any other  appropriate
right or remedy.

                  SECTION  511.  Delay  or  Omission  Not  Waiver.  No  delay or
omission of the  Trustee or of any Holder of any  Security or coupon to exercise
any right or remedy  accruing  upon any Event of Default  shall  impair any such
right or  remedy  or  constitute  a waiver of any such  Event of  Default  or an
acquiescence therein.  Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised  from time to time,  and as often
as may be deemed  expedient,  by the Trustee or by the Holders of  Securities or
coupons, as the case may be.

                  SECTION 512. Control by Holders of Securities.  The Holders of
not less than a majority in principal  amount of the  Outstanding  Securities of
any  series  shall  have the  right to  direct  the  time,  method  and place of
conducting any proceeding for any remedy  available to the Trustee or exercising
any trust or power  conferred on the Trustee with respect to the  Securities  of
such series; provided that

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

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

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

                  SECTION 513. Waiver of Past Defaults.  The Holders of not less
than a majority in principal amount of the Outstanding  Securities of any series
may on  behalf of the  Holders  of all the  Securities  of such  series  and any
related coupons waive any past default hereunder with respect to such series and
its consequences, except a default

                           (1) in the payment of the  principal  of (or premium,
         if any) or interest on or Additional  Amounts payable in respect of any
         Security of such series or any related coupons, or

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

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

                  SECTION  514.  Waiver of Usury,  Stay or Extension  Laws.  The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead,  or in any manner  whatsoever  claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted,  now
or at any time  hereafter  in  force,  which may  affect  the  covenants  or the
performance  of this  Indenture;  and the  Company  (to the  extent  that it may
lawfully do so) hereby  expressly  waives all benefit or  advantage  of any such
law, and covenants that it will not hinder,

                                       32
<PAGE>
delay or impede the  execution of any power herein  granted to the Trustee,  but
will suffer and permit the  execution  of every such power as though no such law
had been enacted.

                  SECTION  515.  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 any action  taken or omitted by it as Trustee,  the
filing by any party  litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion  assess  reasonable  costs,
including  reasonable  attorneys' fees,  against any party litigant in such suit
having due regard to the merits and good faith of the claims or defenses made by
such party  litigant;  but the provisions of this Section shall not apply to any
suit instituted by the Trustee,  to any suit instituted by any Holder,  or group
of Holders, holding in the aggregate more than a majority in principal amount of
the  Outstanding  Securities,  or to any suit  instituted  by any Holder for the
enforcement of the payment of the principal of (or premium,  if any) or interest
on any Security on or after the respective Stated  Maturities  expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).

                                   ARTICLE SIX

                                   THE TRUSTEE

                  SECTION  601.  Notice of  Defaults.  Within 90 days  after the
occurrence  of any  default  hereunder  with  respect to the  Securities  of any
series,  the Trustee shall transmit in the manner and to the extent  provided in
TIA Section  313(c),  notice of such  default  hereunder  known to the  Trustee,
unless such default shall have been cured or waived;  provided,  however,  that,
except in the case of a default in the payment of the  principal of (or premium,
if any) or interest on or any  Additional  Amounts or sinking  fund  installment
with respect to the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as Responsible Officers of the Trustee in
good faith  determine that the  withholding of such notice is in the interest of
the Holders of the Securities and coupons of such series;  and provided  further
that in the case of any default or breach of the character  specified in Section
501(4) with respect to the Securities and coupons of such series, no such notice
to Holders shall be given until at least 60 days after the  occurrence  thereof.
For the purpose of this Section, the term "default" means any event which is, or
after  notice or lapse of time or both would  become,  an Event of Default  with
respect to the Securities of such series.

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

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

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

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

                                       33
<PAGE>

                           (4) the  Trustee  may  consult  with  counsel 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;

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

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

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

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

                  The  Trustee  shall not be  required 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.

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

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

                  SECTION 605. Money Held in Trust. Money held by the Trustee in
trust  hereunder  need not be  segregated  from other funds except to the extent
required by law.  The Trustee  shall be under no  liability  for interest on any
money received by it hereunder except as otherwise agreed with the Company.

                  SECTION  606.  Compensation  and  Reimbursement.  The  Company
agrees:

                                       34
<PAGE>
                           (1)  to  pay  to  the  Trustee   from  time  to  time
         reasonable  compensation  for all  services  rendered  by it  hereunder
         (which  compensation  shall not be limited by any  provision  of law in
         regard to the compensation of a trustee of an express trust);

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

                           (3)  to  indemnify   each  of  the  Trustee  and  any
         predecessor  Trustee  for, and to hold it harmless  against,  any loss,
         liability or expense  incurred  without  negligence or bad faith on its
         own  part,  arising  out of or in  connection  with the  acceptance  or
         administration  of the trust or trusts  hereunder,  including the costs
         and  expenses of  defending  itself  against any claim or  liability in
         connection  with the  exercise or  performance  of any of its powers or
         duties hereunder.

                  When the  Trustee  incurs  expenses  or  renders  services  in
connection  with an Event of  Default  specified  in  Section  501(6) or Section
501(7),  the  expenses  (including  the  reasonable  charges and expenses of its
counsel)  and the  compensation  for the  services  are  intended to  constitute
expenses of  administration  under any applicable  Federal or state  bankruptcy,
insolvency or other similar law.

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

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

                  SECTION  607.   Corporate   Trustee   Required;   Eligibility;
Conflicting  Interests.  There shall at all times be a Trustee  hereunder  which
shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a
combined  capital  and  surplus  of at least  $50,000,000.  If such  corporation
publishes  reports  of  condition  at  least  annually,  pursuant  to law or the
requirements of Federal, state,  Territorial or District of Columbia supervising
or  examining  authority,  then for the purposes of this  Section,  the combined
capital  and  surplus  of such  corporation  shall be deemed to be its  combined
capital  and  surplus as set forth in its most  recent  report of  condition  so
published.  If at any time the Trustee  shall cease to be eligible in accordance
with the provisions of this Section,  it shall resign  immediately in the manner
and with the effect hereinafter specified in this Article.

                  SECTION  608.   Resignation   and  Removal;   Appointment   of
Successor.  (a) No resignation or removal of the Trustee and no appointment of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance  of  appointment  by the  successor  Trustee in  accordance  with the
applicable requirements of Section 609.

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

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

                  (d) If at any time:

                                       35
<PAGE>
                           (1)  the  Trustee  shall  fail  to  comply  with  the
         provisions of TIA Section 310(b) after written request  therefor by the
         Company or by any Holder of a Security  who has been a bona fide Holder
         of a Security for at least six months, or

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

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

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove  the  Trustee  and  appoint  a  successor  Trustee  with  respect  to all
Securities,  or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others  similarly  situated,  petition any court of competent
jurisdiction  for the removal of the Trustee with respect to all  Securities and
the appointment of a successor Trustee or Trustees.

                  (e)  If  the  Trustee  shall  resign,  be  removed  or  become
incapable  of acting,  or if a vacancy  shall occur in the office of Trustee for
any reason with respect to the Securities of one or more series, the Company, by
or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or
Trustees  with  respect  to the  Securities  of that or those  series  (it being
understood that any such successor  Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the  Securities of any  particular  series).
If,  within one year after such  resignation,  removal or  incapability,  or the
occurrence of such vacancy,  a successor  Trustee with respect to the Securities
of any  series  shall  be  appointed  by Act of the  Holders  of a  majority  in
principal  amount of the Outstanding  Securities of such series delivered to the
Company and the retiring  Trustee,  the  successor  Trustee so appointed  shall,
forthwith upon its acceptance of such appointment,  become the successor Trustee
with respect to the  Securities of such series and to that extent  supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the  Securities  of any series shall have been so appointed by the Company or
the Holders of Securities  and accepted  appointment  in the manner  hereinafter
provided  any Holder of a Security 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 Securities of such series.

                  (f) The Company 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  provided for notices to the Holders of Securities in Section 106.
Each notice shall include the name of the successor  Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

                  SECTION 609.  Acceptance of Appointment  by Successor.  (a) In
case of the  appointment  hereunder  of a successor  Trustee with respect to all
Securities,  every such successor Trustee shall execute, acknowledge and deliver
to  the  Company  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,  upon  request  of the  Company  or the
successor  Trustee,  such retiring  Trustee shall,  upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights,  powers  and trusts of the  retiring  Trustee,  and shall  duly  assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such retiring  Trustee  hereunder,  subject  nevertheless  to its claim, if any,
provided for in Section 606.

                                       36
<PAGE>
                  (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
Company,  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,  pursuant to Article Nine hereof,  wherein each  successor
Trustee  shall  accept  such  appointment  and  which  (1)  shall  contain  such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor  Trustee relates,  (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed  necessary or desirable to confirm that all the rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring  Trustee is not retiring shall continue
to be vested in the retiring Trustee,  and (3) shall add to or change any of the
provisions of this  Indenture as shall be necessary to provide for or facilitate
the  administration  of the trusts hereunder by more than one Trustee,  it being
understood  that  nothing  herein  or  in  such  supplemental   indenture  shall
constitute  such  Trustees  co-trustees  of the same  trust  and that  each such
Trustee shall be trustee of a trust or trusts hereunder  separate and apart from
any trust or trusts hereunder  administered by any other such Trustee;  and upon
the execution and delivery of such  supplemental  indenture the  resignation  or
removal of the retiring  Trustee shall become  effective to the extent  provided
therein  and each such  successor  Trustee,  without any  further  act,  deed or
conveyance,  shall become vested with all the rights,  powers, trusts and duties
of the retiring  Trustee with respect to the  Securities of that or those series
to which the appointment of such successor  Trustee relates;  but, on request of
the Company or any successor  Trustee,  such retiring Trustee shall duly assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such retiring Trustee  hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

                  (c) Upon request of any such  successor  Trustee,  the Company
shall execute any and all instruments  for more fully and certainly  vesting in,
and  confirming  to such  successor  Trustee all such rights,  powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

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

                  SECTION 610. Merger,  Conversion,  Consolidation or Succession
to Business.  Any corporation  into which the Trustee may be merged or converted
or with which it may be  consolidated,  or any  corporation  resulting  from any
merger,  conversion or  consolidation  to which the Trustee shall be a party, or
any corporation  succeeding to all or  substantially  all of the corporate trust
business  of the  Trustee,  shall be the  successor  of the  Trustee  hereunder;
provided such corporation  shall be otherwise  qualified and eligible under this
Article,  without the execution or filing of any paper or any further act on the
part of any of the parties hereto.  In case any Securities or coupons shall have
been  authenticated,  but not  delivered,  by the  Trustee  then in office,  any
successor by merger,  conversion or consolidation to such authenticating Trustee
may  adopt  such  authentication  and  deliver  the  Securities  or  coupons  so
authenticated  with the same  effect as if such  successor  Trustee  had  itself
authenticated  such  Securities  or coupons.  In case any  Securities or coupons
shall  not  have  been  authenticated  by such  predecessor  Trustee,  any  such
successor  Trustee may authenticate  and deliver such Securities or coupons,  in
either its own name or that of its predecessor Trustee,  with the full force and
effect which this Indenture  provides for the certificate of  authentication  of
the Trustee.

                  SECTION 611. Appointment of Authentication  Agent. At any time
when any of the  Securities  remain  Outstanding,  the  Trustee  may  appoint an
Authenticating  Agent or Agents with respect to one or more series of Securities
which  shall be  authorized  to act on behalf  of the  Trustee  to  authenticate
Securities  of such series  issued upon  exchange,  registration  of transfer or
partial redemption or repayment thereof,  and Securities so authenticated  shall
be entitled to the benefits of this  Indenture and shall be valid and obligatory
for  all  purposes  as if  authenticated  by the  Trustee  hereunder.  Any  such
appointment  shall  be  evidenced  by  an  instrument  in  writing  signed  by a
Responsible Officer of the Trustee, a copy of which instrument shall be promptly
furnished to the Company.  Wherever  reference

                                       37
<PAGE>
is made in this  Indenture to the  authentication  and delivery of Securities by
the Trustee or the Trustee's certificate of authentication, such reference shall
be deemed to include  authentication and delivery on behalf of the Trustee by an
Authenticating  Agent and a certificate of authentication  executed on behalf of
the  Trustee by an  Authenticating  Agent.  Each  Authenticating  Agent shall be
acceptable to the Company and,  except as may otherwise be provided  pursuant to
Section  301,  shall  at all  times be a bank or trust  company  or  corporation
organized and doing  business and in good standing  under the laws of the United
States of America or of any State or the District of Columbia,  authorized under
such laws to act as Authenticating  Agent, having a combined capital and surplus
of not less than  $50,000,000  and  subject to  supervision  or  examination  by
federal or state authorities.  If such Authenticating Agent publishes reports of
condition  at  least  annually,  pursuant  to  law or  the  requirements  of the
aforesaid  supervising  or  examining  authority,  then for the purposes of this
Section,  the combined capital and surplus of such Authenticating Agent shall be
deemed to be its  combined  capital  and surplus as set forth in its most recent
report of condition so published.  In case at any time an  Authenticating  Agent
shall cease to be eligible in  accordance  with the  provisions of this Section,
such  Authenticating  Agent shall resign  immediately in the manner and with the
effect specified in this Section.

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

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

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

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

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

                           ____________________________________
                                                    as Trustee

                           By:_________________________________
                                       as Authenticating Agent

                           By:__________________________________
                                             Authorized Officer

                                       38
<PAGE>

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

                  SECTION 702.  Reports by Trustee.  Within 60 days after May 15
of each year  commencing  with the first  May 15 after  the  first  issuance  of
Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in TIA Section  313(c) a brief report dated as
of such May 15 if required by TIA Section 313(a).

                  SECTION 703.  Reports by Company.  The Company will:

                           (1) file with the  Trustee,  within 15 days after the
         Company is required to file the same with the Commission, copies of the
         annual reports and of the information,  documents and other reports (or
         copies of such portions of any of the foregoing as the  Commission  may
         from time to time by rules and regulations prescribe) which the Company
         may be required to file with the  Commission  pursuant to Section 13 or
         Section  15(d)  of the  Securities  Exchange  Act of 1934;  or,  if the
         Company  is not  required  to file  information,  documents  or reports
         pursuant to either of such Sections, then it will file with the Trustee
         and the Commission, in accordance with rules and regulations prescribed
         from  time to time by the  Commission,  such of the  supplementary  and
         periodic  information,  documents  and  reports  which may be  required
         pursuant  to  Section  13 of the  Securities  Exchange  Act of  1934 in
         respect of a security  listed and  registered on a national  securities
         exchange  as may be  prescribed  from  time to time in such  rules  and
         regulations;

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

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

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

                  (a)  semi-annually,  not later than 25 days after the  Regular
Record Date for interest for each series of Securities,  a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of
Registered Securities of such series as of such Regular Record Date, or if there
is  no  Regular  Record  Date  for  interest

                                       39
<PAGE>
for such series of Securities, semiannually, upon such dates as are set forth in
the Board Resolution or indenture  supplemental  hereto authorizing such series,
and

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

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

                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

                  SECTION 801.  Consolidations and Mergers of Company and Sales,
Leases and Conveyances Permitted Subject to Certain Conditions.  The Company may
consolidate  with,  or sell,  lease or convey  all or  substantially  all of its
assets to, or merge  with or into any other  corporation;  provided  that in any
such case,  (i) either the Company shall be the continuing  corporation,  or the
successor  corporation  shall be a corporation  organized and existing under the
laws of the United  States or a State  thereof  and such  successor  corporation
shall  expressly  assume the due and punctual  payment of the  principal of (and
premium,  if any) and any interest  (including all Additional  Amounts,  if any,
payable  pursuant to Section 1007) on all of the Securities,  according to their
tenor,  and  the due  and  punctual  performance  and  observance  of all of the
covenants  and  conditions  of this  Indenture to be performed by the Company by
supplemental indenture,  complying with Article Nine hereof, satisfactory to the
Trustee,  executed  and  delivered to the Trustee by such  corporation  and (ii)
immediately   after  giving  effect  to  such   transaction   and  treating  any
indebtedness  which becomes an obligation of the Company or any  Subsidiary as a
result thereof as having been incurred by the Company or such  Subsidiary at the
time of such transaction,  no Event of Default, and no event which, after notice
or the lapse of time,  or both,  would  become an Event of  Default,  shall have
occurred and be continuing.

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

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

                  SECTION 803. Officers' Certificate and Opinion of Counsel. Any
consolidation,  merger, sale, lease or conveyance permitted under Section 801 is
also subject to the condition that the Trustee receive an Officers'  Certificate
and an Opinion of Counsel  to the effect  that any such  consolidation,  merger,
sale, lease or conveyance, and the assumption of the Company's obligations under
this  Indenture by any successor  corporation,  complies with the

                                       40
<PAGE>
provisions of this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                  SECTION  901.  Supplemental   Indentures  Without  Consent  of
Holders.  Without  the  consent of any Holders of  Securities  or  coupons,  the
Company, when authorized by or pursuant to a Board Resolution,  and the Trustee,
at any  time  and  from  time to time,  may  enter  into one or more  indentures
supplemental  hereto,  in  form  satisfactory  to the  Trustee,  for  any of the
following purposes:

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

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

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

                           (4) to add to or change any of the provisions of this
         Indenture to provide that Bearer  Securities  may be  registrable as to
         principal,  to change or eliminate any  restrictions  on the payment of
         principal of or any premium or interest on Bearer Securities, to permit
         Bearer  Securities to be issued in exchange for Registered  Securities,
         to  permit  Bearer  Securities  to be  issued in  exchange  for  Bearer
         Securities of other authorized denominations or to permit or facilitate
         the issuance of Securities in uncertificated form;  provided,  that any
         such action shall not adversely  affect the interests of the Holders of
         Securities  of  any  series  or any  related  coupons  in any  material
         respect; or

                           (5) to change or eliminate  any of the  provisions of
         this  Indenture;  provided  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

                           (6) to secure the Securities; or

                           (7) to establish  the form or terms of  Securities of
         any series and any related  coupons as  permitted  by Sections  201 and
         301,  including the provisions  and  procedures  relating to Securities
         convertible into Common Shares or Preferred  Shares of the Company,  as
         the case may be; or

                                       41
<PAGE>
                           (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; or

                           (9) to cure any  ambiguity,  to correct or supplement
         any provision  herein which may be defective or  inconsistent  with any
         other provision herein, or to make any other provisions with respect to
         matters or questions  arising under this  Indenture  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  or any  related  coupons  in any  material
         respect; 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,  1402 and 1403;  provided that any such action shall not
         adversely  affect the  interests of the Holders of  Securities  of such
         series and any related coupons or any other series of Securities in any
         material respect.

                  SECTION 902. Supplemental  Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal  amount
of all Outstanding Securities affected by such supplemental indenture, by Act of
said  Holders  delivered  to the  Company and the  Trustee,  the  Company,  when
authorized by or pursuant to a Board Resolution,  and the Trustee may enter into
an indenture  or  indentures  supplemental  hereto for the purpose of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
this  Indenture  or of  modifying  in any manner  the  rights of the  Holders of
Securities and any related coupons under this Indenture; provided, however, that
no such supplemental  indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

                           (1) change the Stated  Maturity of the  principal  of
         (or premium, if any, on) or any installment of principal of or interest
         on, any Security; or reduce the principal amount thereof or the rate or
         amount of interest thereon or any Additional Amounts payable in respect
         thereof,  or any premium payable upon the redemption thereof, or change
         any  obligation of the Company to pay  Additional  Amounts  pursuant to
         Section 1007 (except as contemplated by Section 801(i) and permitted by
         Section  901(1)),  or reduce the amount of the principal of an Original
         Issue  Discount   Security  that  would  be  due  and  payable  upon  a
         declaration of acceleration of the Maturity thereof pursuant to Section
         502 or the amount  thereof  provable in bankruptcy  pursuant to Section
         504, or  adversely  affect any right of  repayment at the option of the
         Holder of any Security,  or change any Place of Payment  where,  or the
         currency or currencies, currency unit or units or composite currency or
         currencies  in which,  any  Security  or any  premium  or the  interest
         thereon  is  payable,  or impair  the right to  institute  suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or,  in the case of  redemption  or  repayment  at the  option  of the
         Holder,  on or after the Redemption  Date or the Repayment Date, as the
         case may be), or

                           (2) reduce the percentage in principal  amount of the
         Outstanding  Securities of any series,  the consent of whose Holders is
         required for any such supplemental  indenture,  or the consent of whose
         Holders is  required  for any waiver  with  respect to such  series (or
         compliance  with  certain  provisions  of  this  Indenture  or  certain
         defaults  hereunder  and  their  consequences)  provided  for  in  this
         Indenture,  or reduce the  requirements  of Section  1504 for quorum or
         voting, or

                           (3) modify  any of the  provisions  of this  Section,
         Section 513 or Section 1008, except to increase the required percentage
         to effect such action or to provide that certain  other  provisions  of
         this Indenture  cannot be modified or waived without the consent of the
         Holder of each Outstanding Security affected thereby.

                                       42
<PAGE>
                  It shall not be  necessary  for any Act of Holders  under this
Section to approve the particular form of any proposed  supplemental  indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

                  A  supplemental  indenture  which  changes or  eliminates  any
covenant or other  provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of 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.

                  SECTION  903.   Execution  of  Supplemental   Indentures.   In
executing,  or accepting  the  additional  trusts  created by, any  supplemental
indenture  permitted by this Article or the  modification  thereby of the trusts
created by this Indenture,  the Trustee shall be entitled to receive,  and shall
be fully  protected  in relying  upon,  an Opinion of Counsel  stating  that the
execution  of such  supplemental  indenture is  authorized  or permitted by this
Indenture.  The Trustee may, but shall not be obligated  to, enter into any such
supplemental  indenture  which  affects  the  Trustee's  own  rights,  duties or
immunities under this Indenture or otherwise.

                  SECTION  904.  Effect  of  Supplemental  Indentures.  Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith and such supplemental indenture shall form a
part  of this  Indenture  for all  purposes;  and  every  Holder  of  Securities
theretofore  or  thereafter  authenticated  and  delivered  hereunder and of any
coupon appertaining thereto shall be bound thereby.

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

                  SECTION  906.   Reference  in   Securities   to   Supplemental
Indentures.  Securities  of any series  authenticated  and  delivered  after the
execution of any supplemental indenture pursuant to this Article may, and shall,
if required by the Trustee,  bear a notation in form  approved by the Trustee as
to any matter provided for in such supplemental  indenture. If the Company shall
so determine,  new  Securities  of any series so modified as to conform,  in the
opinion of the Trustee and the Company,  to any such supplemental  indenture may
be prepared and executed by the Company and  authenticated  and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE TEN

                                    COVENANTS

                  SECTION 1001. Payment of Principal,  Premium, if any, Interest
and Additional Amounts.  The Company covenants and agrees for the benefit of the
Holders of each series of Securities  that it will duly and  punctually  pay the
principal of (and premium,  if any) and interest on and any  Additional  Amounts
payable in respect of the Securities of that series in accordance with the terms
of such  series  of  Securities,  any  coupons  appertaining  thereto  and  this
Indenture.  Unless  otherwise  specified  as  contemplated  by Section  301 with
respect to any series of  Securities,  any  interest  due on and any  Additional
Amounts  payable in respect of Bearer  Securities on or before  Maturity,  other
than Additional  Amounts, if any, payable as provided in Section 1007 in respect
of principal of (or premium, if any, on) such a Security,  shall be payable only
upon  presentation  and  surrender  of the  several  coupons  for such  interest
installments as are evidenced thereby as they severally mature. Unless otherwise
specified  with respect to Securities of any series  pursuant to Section 301, at
the option of the Company, all payments of principal may be paid by check to the
registered  Holder of the Registered  Security or other person entitled  thereto
against surrender of such Security.

                  SECTION 1002.  Maintenance of Office or Agency.  If Securities
of a series are  issuable  only as  Registered  Securities,  the  Company  shall
maintain  in each Place of Payment  for any  series of  Securities  an office or
agency  where  Securities  of that series may be presented  or  surrendered  for
payment or conversion,  where  Securities of that series may be surrendered  for
registration  of transfer or exchange,  and where notices and demands to or upon
the

                                       43
<PAGE>
Company in respect of the  Securities  of that series and this  Indenture may be
served. If Securities of a series are issuable as Bearer Securities, the Company
will maintain: (A) in the Borough of Manhattan,  The City of New York, an office
or agency  where any  Registered  Securities  of that series may be presented or
surrendered for payment or conversion,  where any Registered  Securities of that
series may be surrendered for registration of transfer, where Securities of that
series may be surrendered for exchange, where notices and demands to or upon the
Company in respect of the  Securities  of that series and this  Indenture may be
served and where  Bearer  Securities  of that series and related  coupons may be
presented  or  surrendered  for  payment  or  conversion  in  the  circumstances
described in the following  paragraph  (and not  otherwise);  (B) subject to any
laws or regulations  applicable  thereto,  in a Place of Payment for that series
which is located outside the United States, an office or agency where Securities
of that series and related  coupons may be presented and surrendered for payment
(including  payment of any  Additional  Amounts  payable on  Securities  of that
series pursuant to Section 1007) or conversion;  provided,  however, that if the
Securities  of that series are listed on the  Luxembourg  Stock  Exchange or any
other stock exchange  located  outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in Luxembourg or any other required city located  outside the United
States,  as the case may be, so long as the Securities of that series are listed
on such exchange; and (C) subject to any laws or regulations applicable thereto,
in a Place of Payment  for that  series  located  outside  the United  States an
office  or  agency  where  any  Registered  Securities  of  that  series  may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this  Indenture may be served.  The
Company will give prompt written notice to the Trustee of the location,  and any
change in the  location,  of each  such  office  or  agency.  If at any time the
Company shall fail to maintain any such required  office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the  Corporate  Trust Office of the
Trustee,  except that Bearer  Securities of that series and the related  coupons
may  be  presented  and  surrendered  for  payment  (including  payment  of  any
Additional  Amounts  payable on Bearer  Securities  of that  series  pursuant to
Section 1007) or conversion at the offices  specified in the Security in London,
England,  and the Company hereby  appoints the same as its agent to receive such
respective  presentations,  surrenders,  notices  and  demands,  and the Company
hereby  appoints  the  Trustee  its  agent to  receive  all such  presentations,
surrenders, notices and demands.

                  Unless  otherwise  specified  with  respect to any  Securities
pursuant  to Section  301,  no payment of  principal,  premium or interest on or
Additional  Amounts in respect of Bearer  Securities shall be made at any office
or agency of the Company in the United  States or by check mailed to any address
in the United States or by transfer to an account maintained with a bank located
in the United States; provided, however, that, if the Securities of a series are
payable in Dollars,  payment of principal of and any premium and interest on any
Bearer Security  (including any Additional Amounts payable on Securities of such
series  pursuant to Section  1007) shall be made at the office of the  Company's
Paying  Agent in the City of Boston,  if (but only if) payment in Dollars of the
full amount of such principal,  premium,  interest or Additional Amounts, as the
case may be, at all offices or agencies outside the United States maintained for
such purpose by the Company in  accordance  with this  Indenture,  is illegal or
effectively precluded by exchange controls or other similar restrictions.

                  The Company may from time to time  designate one or more other
offices or agencies  where the Securities of one or more series may be presented
or  surrendered  for any or all of such  purposes,  and  may  from  time to time
rescind  such  designation;  provided,  however,  that  no such  designation  or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in  accordance  with the  requirements  set forth  above for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency. Unless otherwise specified with
respect to any  Securities  pursuant to Section 301 with  respect to a series of
Securities,  the Company hereby designates as a Place of Payment for each series
of  Securities  the office or agency of the  Company in the City of Boston,  and
initially  appoints the Trustee at its Corporate Trust Office as Paying Agent in
such  city and as its  agent to  receive  all  such  presentations,  surrenders,
notices and demands.

                                       44
<PAGE>
                  Unless  otherwise  specified  with  respect to any  Securities
pursuant to Section 302, if and so long as the  Securities of any series (i) are
denominated in a Foreign  Currency or (ii) may be payable in a Foreign  Currency
or so long as it is required under any other provision of this  Indenture,  then
the Company will maintain with respect to each such series of Securities,  or as
so required, at least one exchange rate agent.

                  SECTION  1003.  Money for  Securities  Payments  to Be Held in
Trust. If the Company shall at any time act as its own Paying Agent with respect
to any series of any  Securities and any related  coupons,  it will, by no later
than 11:00 am (Boston  time) on each due date of the  principal of (and premium,
if any),  or  interest  on or  Additional  Amounts  in  respect  of,  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 currencies,  currency unit or
units or composite currency or currencies 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)
or interest or Additional  Amounts so becoming due until such sums shall be paid
to such Persons or otherwise  disposed of as herein provided,  and will promptly
notify the Trustee of its action or failure so to act.

                  Whenever the Company  shall have one or more Paying Agents for
any series of Securities and any related coupons, it will, on or before each due
date of the  principal of (and  premium,  if any),  or interest on or Additional
Amounts in respect of, any  Securities  of that  series,  deposit  with a Paying
Agent a sum (in the currency or currencies,  currency unit or units or composite
currency or currencies described in the preceding  paragraph)  sufficient to pay
the  principal  (and  premium,  if any) or interest or  Additional  Amounts,  so
becoming  due,  such  sum to be held in trust  for the  benefit  of the  Persons
entitled  to such  principal,  premium or  interest  or  Additional  Amounts and
(unless such Paying Agent is the Trustee) the Company will  promptly  notify the
Trustee of its action or failure so to act.

                  The  Company  will  cause  each  Paying  Agent  other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee,  subject to the  provisions of this Section,
that such Paying Agent will

                           (1)  hold  all  sums  held by it for the  payment  of
         principal of (and  premium,  if any) or interest on Securities in trust
         for the benefit of the Persons  entitled  thereto until such sums shall
         be paid to such Persons or otherwise disposed of as herein provided;

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

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

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

                  Except as otherwise  provided in the Securities of any series,
any money  deposited  with the Trustee or any Paying Agent,  or then held by the
Company,  in trust for the payment of the principal of (and premium,  if any) or
interest on, or any Additional Amounts in respect of, any Security of any series
and remaining  unclaimed  for two years after such  principal  (and premium,  if
any), interest or Additional Amounts has become due and payable shall be paid to
the  Company  upon  Company  Request or (if then held by the  Company)  shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an  unsecured  general  creditor,  look only to the  Company for payment of such
principal of (and premium,  if any) or interest on, or any Additional Amounts in
respect of, such Security,

                                       45
<PAGE>
without interest thereon,  and all liability of the Trustee or such Paying Agent
with  respect to such trust money,  and all  liability of the Company as trustee
thereof,  shall thereupon  cease;  provided,  however,  that the Trustee or such
Paying  Agent,  before  being  required to make any such  repayment,  may at the
expense of the Company cause to be published  once, in an Authorized  Newspaper,
notice  that such  money  remains  unclaimed  and that,  after a date  specified
therein, which shall not be less than 30 days from the date of such publication,
any  unclaimed  balance  of such  money  then  remaining  will be  repaid to the
Company.

                  SECTION 1004. Existence. Subject to Article Eight, the Company
will do or cause to be done all things  necessary  to preserve  and keep in full
force  and  effect  its  existence,   rights  (declaration  and  statutory)  and
franchises;  provided,  however,  that the  Company  shall  not be  required  to
preserve  any  right  or  franchise  if  the  Board  shall  determine  that  the
preservation  thereof is no longer  desirable  in the conduct of the business of
the Company.

                  SECTION 1005. Provision of Financial  Information.  Whether or
not the Company is subject to Section 13 or 15(d) of the Securities Exchange Act
of 1934,  as  amended,  the  Company  will,  to the extent  permitted  under the
Securities Exchange Act of 1934, as amended, file with the Commission the annual
reports, quarterly reports and other documents which the Company would have been
required to file with the  Commission  pursuant to such Section 13 or 15(d) (the
"Financial  Statements")  if the Company were so subject,  such  documents to be
filed with the  Commission on or prior to the  respective  dates (the  "Required
Filing  Dates") by which the  Company  would have been  required so to file such
documents if the Company were so subject.

                  The Company  will also in any event (x) within 15 days of each
Required  Filing Date (i)  transmit by mail to all  Holders,  as their names and
addresses appear in the Security  Register,  without cost to such Holders copies
of the annual  reports and  quarterly  reports which the Company would have been
required  to file with the  Commission  pursuant  to  Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, if the Company were subject to such
Sections, and (ii) file with the Trustee copies of the annual reports, quarterly
reports and other  documents  which the Company would have been required to file
with the Commission  pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934, as amended, if the Company were subject to such Sections and (y) if
filing such documents by the Company with the Commission is not permitted  under
the Securities  Exchange Act of 1934, as amended,  promptly upon written request
and payment of the reasonable cost of duplication and delivery, supply copies of
such documents to any prospective Holder.

                  SECTION  1006.  Statement as to  Compliance.  The Company will
deliver to the  Trustee,  within 120 days after the end of each fiscal  year,  a
brief  certificate from the principal  executive  officer,  principal  financial
officer  or  principal  accounting  officer  as to his or her  knowledge  of the
Company's compliance with all conditions and covenants under this Indenture and,
in the event of any noncompliance,  specifying such noncompliance and the nature
and status thereof.  For purposes of this Section 1006, such compliance shall be
determined  without regard to any period of grace or requirement of notice under
this Indenture.

                  SECTION  1007.  Additional  Amounts.  If any  Securities  of a
series  provide for the payment of Additional  Amounts,  the Company will pay to
the Holder of any  Security  of such series or any coupon  appertaining  thereto
Additional  Amounts as may be specified as contemplated by Section 301. Whenever
in this  Indenture  there is  mentioned,  in any  context  except in the case of
Section  502(1),  the payment of the principal of or any premium or interest on,
or in respect of, any Security of any series or payment of any related coupon or
the net proceeds received on the sale or exchange of any Security of any series,
such  mention  shall be deemed to include  mention of the payment of  Additional
Amounts provided by the terms of such series established pursuant to Section 301
to the extent that,  in such context,  Additional  Amounts are, were or would be
payable in respect  thereof  pursuant to such terms and  express  mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding  Additional  Amounts in those provisions  hereof where
such express mention is not made.

                  Except as otherwise  specified as contemplated by Section 301,
if the Securities of a series provide for the payment of Additional  Amounts, at
least 20 days  prior to the first  Interest  Payment  Date with  respect to that
series
                                       46
<PAGE>
of Securities  (or if the Securities of that series will not bear interest prior
to Maturity,  the first day on which a payment of  principal  and any premium is
made),  and at least 10 days prior to each date of payment of principal  and any
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee,  with an  Officers'  Certificate  instructing  the Trustee and such
Paying  Agent or Paying  Agents  whether  such  payment of  principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities  of that  series or any  related  coupons  who are not United  States
persons without  withholding  for or on account of any tax,  assessment or other
governmental  charge  described  in the  Securities  of the series.  If any such
withholding shall be required,  then such Officers' Certificate shall specify by
country the  amount,  if any,  required to be withheld on such  payments to such
Holders of Securities of that series or related coupons and the Company will pay
to the Trustee or such Paying Agent the Additional Amounts required by the terms
of such  Securities.  In the event that the Trustee or any Paying Agent,  as the
case may be,  shall not so receive  the  above-mentioned  certificate,  then the
Trustee  or such  Paying  Agent  shall be  entitled  (i) to assume  that no such
withholding or deduction is required with respect to any payment of principal or
interest with respect to any Securities of a series or related  coupons until it
shall  have  received  a  certificate  advising  otherwise  and (ii) to make all
payments of principal and interest with respect to the Securities of a series or
related coupons without  withholding or deductions until otherwise advised.  The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold
them  harmless  against,  any loss,  liability  or expense  reasonably  incurred
without  negligence  or bad faith on their part arising out of or in  connection
with  actions  taken or omitted by any of them or in reliance  on any  Officers'
Certificate  furnished  pursuant to this Section or in reliance on the Company's
not furnishing such an Officers' Certificate.

                  SECTION  1008.  Waiver of Certain  Covenants.  The Company may
omit in any particular instance to comply with any term,  provision or condition
set  forth  in  Sections  1004 or 1005,  if  before  or after  the time for such
compliance  the  Holders  of at least a  majority  in  principal  amount  of all
outstanding Securities of such series, by Act of such Holders, either waive such
compliance in such instance or generally waive  compliance with such covenant or
condition,  but no such  waiver  shall  extend to or  affect  such  covenant  or
condition except to the extent so expressly waived, and, until such waiver shall
become  effective,  the obligations of the Company and the duties of the Trustee
in respect of any such term,  provision or condition  shall remain in full force
and effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  SECTION  1101.  Applicability  of Article.  Securities  of any
series which are redeemable  before their Stated Maturity shall be redeemable in
accordance  with their terms and (except as otherwise  specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.

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

                  SECTION  1103.  Selection  by  Trustee  of  Securities  to  Be
Redeemed.  If less than all the  Securities of any series issued on the same day
with the same terms are to be redeemed, the particular Securities to be redeemed
shall be  selected  not more than 60 days  prior to the  Redemption  Date by the
Trustee, from the Outstanding Securities of such series issued on such date with
the same terms not  previously  called  for  redemption,  by such  method as the

                                       47
<PAGE>
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 such series of a  denomination  larger than the minimum
authorized denomination for Securities of that series.

                  The Trustee shall promptly notify the Company and the Security
Registrar  (if other than  itself) in writing  of the  Securities  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 Security 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 and as may be further  specified
in an indenture supplemental hereto, not less than 30 days nor more than 60 days
prior to the Redemption Date,  unless a shorter period is specified by the terms
of such series established pursuant to Section 301, to each Holder of Securities
to be redeemed, but failure to give such notice in the manner herein provided to
the Holder of any Security  designated  for redemption as a whole or in part, or
any defect in the notice to any such  Holder,  shall not affect the  validity of
the  proceedings  for the  redemption  of any other  such  Security  or  portion
thereof.

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

                  All notices of redemption shall state:

                           (1) the Redemption Date,

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

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

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

                           (6)  the  Place  or  Places  of  Payment  where  such
         Securities,  together in the case of Bearer Securities with all coupons
         appertaining  thereto,  if any, maturing after the Redemption Date, are
         to be  surrendered  for  payment of the  Redemption  Price and  accrued
         interest, if any, or for conversion,

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

                                       48
<PAGE>
                           (8) that unless  otherwise  specified in such notice,
         Bearer  Securities of any series,  if any,  surrendered  for redemption
         must  be  accompanied  by  all  coupons  maturing   subsequent  to  the
         Redemption  Date or the  amount of any such  missing  coupon or coupons
         will  be  deducted  from  the  Redemption  Price,  unless  security  or
         indemnity  satisfactory to the Company, the Trustee for such series and
         any Paying Agent is furnished,

                           (9) if  Bearer  Securities  of any  series  are to be
         redeemed  and any  Registered  Securities  of such series are not to be
         redeemed, and if such Bearer Securities may be exchanged for Registered
         Securities not subject to redemption on this  Redemption  Date pursuant
         to Section  305 or  otherwise,  the last  date,  as  determined  by the
         Company, on which such exchanges may be made,

                           (10) the CUSIP number of such Security, if any, and

                           (11) if  applicable,  that a Holder of Securities who
         desires  to  convert   Securities  for  redemption   must  satisfy  the
         requirements  for  conversion  contained in such  Securities,  the then
         existing  conversion  price  or rate,  and the  date and time  when the
         option to convert shall expire.

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

                  SECTION  1105.  Deposit of  Redemption  Price.  On or prior to
11:00 am (Boston time) on any  Redemption  Date,  the Company shall deposit with
the  Trustee  or with a Paying  Agent (or,  if the  Company is acting as its own
Paying  Agent,  which it may not do in the case of a sinking fund payment  under
Article  Twelve,  segregate  and hold in trust as provided  in Section  1003) an
amount  of  money  in the  currency  or  currencies,  currency  unit or units or
composite  currency or  currencies  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 on the  Redemption  Date  the
Redemption  Price of, and  (except if the  Redemption  Date shall be an Interest
Payment Date) accrued  interest on, all the Securities or portions thereof 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  currencies,  currency  unit or units or
composite  currency or  currencies  in which the  Securities  of such series are
payable  (except  as  otherwise  specified  pursuant  to  Section  301  for  the
Securities  of such  series)  (together  with accrued  interest,  if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption  Price and accrued  interest)  such  Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons
for such  interest  appertaining  to any Bearer  Securities  so to be  redeemed,
except to the extent provided  below,  shall be void. Upon surrender of any such
Security  for  redemption  in  accordance  with said notice,  together  with all
coupons, if any,  appertaining  thereto maturing after the Redemption Date, such
Security  shall be paid by the Company at the  Redemption  Price,  together with
accrued  interest,  if any, to the  Redemption  Date;  provided,  however,  that
installments  of interest on Bearer  Securities  whose Stated  Maturity is on or
prior to the  Redemption  Date  shall be  payable  only at an  office  or agency
located outside the United States (except as otherwise provided in Section 1002)
and,  unless  otherwise  specified as  contemplated  by Section  301,  only upon
presentation  and surrender of coupons for such interest;  and provided  further
that, except as otherwise  provided with respect to Securities  convertible into
Common Shares or Preferred  Shares of the Company,  installments  of interest on
Registered  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 Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant  coupons maturing after the Redemption Date, such
Security may be paid after  deducting from the Redemption  Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or  coupons

                                       49
<PAGE>
may be waived by the Company and the Trustee if there be  furnished to them such
security  or  indemnity  as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to the
Trustee  or any  Paying  Agent any such  missing  coupon in  respect  of which a
deduction shall have been made from the Redemption  Price,  such Holder shall be
entitled to receive the amount so deducted;  provided,  however,  that  interest
represented  by  coupons  shall be payable  only at an office or agency  located
outside the United  States  (except as otherwise  provided in Section 1002) and,
unless   otherwise   specified  as   contemplated  by  Section  301,  only  upon
presentation and surrender of those coupons.

                   If any Security  called for  redemption  shall not be so paid
upon  surrender  thereof for  redemption,  the principal  (and premium,  if any)
shall,  until paid,  bear interest from the Redemption Date at the rate borne by
the Security.

                  SECTION  1107.  Securities  Redeemed in Part.  Any  Registered
Security  which is to be redeemed  only in part  (pursuant to the  provisions of
this Article or of Article  Twelve) shall be  surrendered  at a Place of Payment
therefor (with,  if the Company or the Trustee so requires,  due endorsement by,
or a written  instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly  authorized in
writing) and the Company shall execute and the Trustee  shall  authenticate  and
deliver to the Holder of such Security  without service charge a new Security or
Securities of the same series,  of any authorized  denomination  as requested by
such Holder in  aggregate  principal  amount  equal to and in  exchange  for the
unredeemed portion of the principal of the Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

                  SECTION 1201. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series  except as otherwise  specified as  contemplated  by Section 301 for
Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of  Securities  of any 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 such  Securities  of any series is herein  referred to as an
"optional sinking fund payment".  If provided for by the terms of any Securities
of any series,  the cash amount of any  mandatory  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 series as provided for
by the terms of Securities of such series.

                  SECTION  1202.  Satisfaction  of Sinking  Fund  Payments  with
Securities. The Company may, in satisfaction of all or any part of any mandatory
sinking fund payment with  respect to the  Securities  of a series,  (1) deliver
Outstanding  Securities  of such series  (other than any  previously  called for
redemption)  together in the case of any Bearer  Securities  of such series with
all unmatured coupons  appertaining thereto and (2) apply as a credit Securities
of such series  which have been  redeemed  either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional  sinking fund  payments  pursuant to the terms of such  Securities,  as
provided  for by the terms of such  Securities,  or which  have  otherwise  been
acquired by the Company;  provided that such  Securities so delivered or applied
as a credit have not been  previously  so  credited.  Such  Securities  shall be
received  and  credited  for  such  purpose  by the  Trustee  at the  applicable
Redemption Price specified in such Securities for redemption  through  operation
of the sinking fund and the amount of such mandatory  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  Securities of any
series,  the  Company  will  deliver  to the  Trustee an  Officers'  Certificate

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<PAGE>
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  currencies,
currency  unit or  units or  composite  currency  or  currencies  in  which  the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such 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 the optional  amount,  if any, to be added in cash
to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any  Securities  to be so  delivered  and  credited.  If such  Officers'
Certificate  shall  specify an  optional  amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall thereupon be obligated
to pay the amount  therein  specified.  Not less than 30 days  before  each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner  specified in Section 1103 and
cause  notice of the  redemption  thereof  to be given in the name of and at the
expense of the  Company 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.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

                  SECTION   1301.   Applicability   of  Article.   Repayment  of
Securities of any series  before their Stated  Maturity at the option of Holders
thereof shall be made in accordance with the terms of such  Securities,  if any,
and  (except as  otherwise  specified  by the terms of such  series  established
pursuant to Section 301) in accordance with this Article.

                  SECTION  1302.  Repayment  of  Securities.  Securities  of any
series  subject to  repayment  in whole or in part at the option of the  Holders
thereof will,  unless  otherwise  provided in the terms of such  Securities,  be
repaid at a price equal to the principal amount thereof, together with interest,
if any,  thereon  accrued to the Repayment  Date specified in or pursuant to the
terms of such Securities.  The Company covenants that on or before the Repayment
Date it will deposit with the Trustee or with a Paying Agent (or, if the Company
is acting as its own Paying  Agent,  segregate  and hold in trust as provided in
Section 1003) an amount of money in the currency or currencies, currency unit or
units or composite currency or currencies 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  (or, if so provided
by the terms of the Securities of any series, a percentage of the principal) of,
and (except if the  Repayment  Date shall be an Interest  Payment  Date) accrued
interest on, all the Securities or portions  thereof,  as the case may be, to be
repaid on such date.

                  SECTION  1303.  Exercise of Option.  Securities  of any series
subject  to  repayment  at the option of the  Holders  thereof  will  contain an
"Option to Elect Repayment" form on the reverse of such Securities. In order for
any Security to be repaid at the option of the Holder,  the Trustee must receive
at the Place of Payment therefor  specified in the terms of such Security (or at
such other place or places of which the  Company  shall from time to time notify
the Holders of such  Securities) not earlier than 60 days nor later than 30 days
prior to the  Repayment  Date (1) the Security so providing  for such  repayment
together with the "Option to Elect  Repayment"  form on the reverse thereof duly
completed by the Holder or by the Holder's  attorney duly  authorized in writing
or (2) a telegram,  telex, facsimile transmission or a letter from a member of a
national securities exchange, or the National Association of Securities Dealers,
Inc.  ("NASD"),  or a  commercial  bank or trust  company in the  United  States
setting  forth the name of the Holder of the Security,  the principal  amount of
the  Security,  the  principal  amount of the  Security to be repaid,  the CUSIP
number,  if any,  or a  description  of the tenor and terms of the  Security,  a
statement that the option to elect  repayment is being  exercised  thereby and a
guarantee that the Security to be repaid,  together with the duly completed form
entitled  "Option to Elect  Repayment" on the reverse of the  Security,  will be
received by the Trustee not later than the fifth  Business Day after the date of
such telegram, telex, facsimile transmission or letter; provided,  however, that
such telegram,  telex,  facsimile transmission or letter shall only be effective
if such  Security  and form duly  completed  are received by the Trustee by such
fifth Business Day. If less than the entire principal amount of such Security is
to be

                                       51
<PAGE>
repaid in accordance  with the terms of such Security,  the principal  amount of
such  Security  to be repaid,  in  increments  of the minimum  denomination  for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of such Security  surrendered that is not to be repaid,  must be specified.  The
principal  amount of any security  providing  for repayment at the option of the
Holder  thereof  may not be repaid in part if,  following  such  repayment,  the
unpaid  principal  amount  of such  Security  would  be less  than  the  minimum
authorized denomination of Securities of the series of which such Security to be
repaid  is a part.  Except  as  otherwise  may be  provided  by the terms of any
Security  providing for repayment at the option of the Holder thereof,  exercise
of the repayment option by the Holder shall be irrevocable  unless waived by the
Company.

                  SECTION 1304. When Securities  Presented for Repayment  Become
Due and Payable.  If  Securities  of any series  providing  for repayment at the
option of the Holders  thereof shall have been  surrendered  as provided in this
Article and as provided  by or  pursuant to the terms of such  Securities,  such
Securities  or the  portions  thereof,  as the case may be, to be  repaid  shall
become due and payable and shall be paid by the  Company on the  Repayment  Date
therein  specified,  and on and after such  Repayment  Date  (unless the Company
shall  default in the payment of such  Securities on such  Repayment  Date) such
Securities shall, if the same were interest-bearing,  cease to bear interest and
the coupons for such  interest  appertaining  to any Bearer  Securities so to be
repaid,  except to the extent provided  below,  shall be void. Upon surrender of
any such  Security for repayment in accordance  with such  provisions,  together
with all coupons,  if any,  appertaining  thereto  maturing  after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Company,  together  with  accrued  interest,  if  any,  to the  Repayment  Date;
provided,  however,  that coupons  whose  Stated  Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located  outside the
United  States  (except  as  otherwise  provided  in Section  1002) and,  unless
otherwise  specified  pursuant  to  Section  301,  only  upon  presentation  and
surrender of such coupons;  and provided further that, in the case of Registered
Securities,  installments  of interest,  if any, whose Stated  Maturity is on or
prior to the  Repayment  Date shall be payable  (but without  interest  thereon,
unless the Company shall default in the payment  thereof) 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 Bearer Security  surrendered for repayment shall not be
accompanied by all appurtenant  coupons  maturing after the Repayment Date, such
Security  may be paid  after  deducting  from the  amount  payable  therefor  as
provided in Section  1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may  require  to save each of them and any  Paying  Agent  harmless.  If
thereafter  the Holder of such  Security  shall  surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction  shall have
been made as provided in the preceding  sentence,  such Holder shall be entitled
to receive the amount so deducted;  provided, however, that interest represented
by coupons  shall be payable  only at an office or agency  located  outside  the
United  States  (except  as  otherwise  provided  in Section  1002) and,  unless
otherwise  specified as contemplated by Section 301, only upon  presentation and
surrender of those coupons.

                  If the  principal  amount  of  any  Security  surrendered  for
repayment shall not be so repaid upon surrender  thereof,  such principal amount
(together with interest,  if any, thereon accrued to such Repayment Date) shall,
until paid,  bear interest  from the  Repayment  Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount  Securities) set forth
in such Security.

                  SECTION 1305. Securities Repaid in Part. Upon surrender of any
Registered  Security  which is to be  repaid in part  only,  the  Company  shall
execute and the  Trustee  shall  authenticate  and deliver to the Holder of such
Security,  without  service  charge  and at the  expense of the  Company,  a new
Registered  Security  or  Securities  of the  same  series,  of  any  authorized
denomination  specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.

                                       52
<PAGE>
                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 1401.  Applicability  of Article;  Company's Option to
Effect Defeasance or Covenant Defeasance. If, pursuant to Section 301, provision
is made for either or both of (a)  defeasance  of the  Securities of or within a
series under  Section 1402 or (b) covenant  defeasance  of the  Securities of or
within a series  under  Section  1403,  then the  provisions  of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such  modifications  thereto as may be  specified  pursuant to Section 301
with respect to any Securities),  shall be applicable to such Securities and any
coupons  appertaining  thereto,  and the  Company  may at its  option  by  Board
Resolution,  at any  time,  with  respect  to such  Securities  and any  coupons
appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403
(if  applicable)  be  applied to such  Outstanding  Securities  and any  coupons
appertaining thereto upon compliance with the conditions set forth below in this
Article.

                  SECTION 1402.  Defeasance  and  Discharge.  Upon the Company's
exercise of the above  option  applicable  to this  Section  with respect to any
Securities  of or  within a  series,  the  Company  shall be deemed to have been
discharged from its obligations with respect to such Outstanding  Securities and
any coupons appertaining thereto on the date the conditions set forth in Section
1404  are  satisfied  (hereinafter,   "defeasance").   For  this  purpose,  such
defeasance  means that the Company  shall be deemed to have paid and  discharged
the entire  indebtedness  represented  by such  Outstanding  Securities  and any
coupons   appertaining   thereto,   which  shall  thereafter  be  deemed  to  be
"Outstanding"  only for the purposes of Section  1405 and the other  Sections of
this Indenture  referred to in clauses (A) and (B) below,  and to have satisfied
all of its other obligations under such Securities and any coupons  appertaining
thereto  and  this  Indenture   insofar  as  such  Securities  and  any  coupons
appertaining  thereto  are  concerned  (and the  Trustee,  at the expense of the
Company,  shall execute proper instruments  acknowledging the same),  except for
the  following  which shall  survive  until  otherwise  terminated or discharged
hereunder:  (A) the  rights of Holders of such  Outstanding  Securities  and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest,  if any, on such Securities
and any  coupons  appertaining  thereto  when  such  payments  are due,  (B) the
Company's  obligations  with respect to such Securities under Sections 305, 306,
1002 and 1003 and with respect to the payment of Additional  Amounts, if any, on
such Securities as contemplated by Section 1007, (C) the rights, powers, trusts,
duties and  immunities of the Trustee  hereunder and (D) this Article  Fourteen.
Subject to compliance with this Article  Fourteen,  the Company may exercise its
option under this Section notwithstanding the prior exercise of its option under
Section  1403 with  respect  to such  Securities  and any  coupons  appertaining
thereto.

                  SECTION 1403. Covenant Defeasance. Upon the Company's exercise
of the above option applicable to this Section with respect to any Securities of
or within a series,  the Company  shall be released from its  obligations  under
Sections  1004  and  1005  and,  if  specified  pursuant  to  Section  301,  its
obligations  under  any  other  covenant,   with  respect  to  such  Outstanding
Securities  and any  coupons  appertaining  thereto  on and  after  the date the
conditions  set forth in  Section  1404 are  satisfied  (hereinafter,  "covenant
defeasance"),  and such  Securities and any coupons  appertaining  thereto shall
thereafter be deemed to be not  "Outstanding" for the purposes of any direction,
waiver,  consent or declaration or Act of Holders (and the  consequences  of any
thereof) in connection with Sections 1004 and 1005 or such other  covenant,  but
shall continue to be deemed "Outstanding" for all other purposes hereunder.  For
this  purpose,  such  covenant  defeasance  means  that,  with  respect  to such
Outstanding  Securities and any coupons  appertaining  thereto,  the Company may
omit to  comply  with and  shall  have no  liability  in  respect  of any  term,
condition or  limitation  set forth in any such Section or such other  covenant,
whether directly or indirectly,  by reason of any reference  elsewhere herein to
any such  Section or such other  covenant or by reason of  reference in any such
Section or such other  covenant  to any other  provision  herein or in any other
document and such omission to comply shall not  constitute a default or an Event
of Default under Section 501(4) or 501(9) or otherwise,  as the case may be, but
except as specified  above,  the remainder of this Indenture and such Securities
and any coupons appertaining thereto shall be unaffected thereby.

                                       53
<PAGE>

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

                           (a) The Company shall  irrevocably  have deposited or
         caused to be deposited with the Trustee (or another trustee  satisfying
         the  requirements  of Section  607 who shall  agree to comply  with the
         provisions of this Article Fourteen applicable to it) as trust funds in
         trust for the purpose of making the  following  payments,  specifically
         pledged as security  for, and  dedicated  solely to, the benefit of the
         Holders of such Securities and any coupons appertaining thereto, (1) an
         amount in such  currency,  currencies  or  currency  unit in which such
         Securities and any coupons  appertaining  thereto are then specified as
         payable at Stated  Maturity)  which  through the  scheduled  payment of
         principal  and  interest in respect  thereof in  accordance  with their
         terms will  provide,  not later than one day before the due date of any
         payment of principal of (and premium, if any) and interest,  if any, on
         such Securities and any coupons appertaining thereto, or (2) Government
         Obligations  applicable  to such  Securities  and coupons  appertaining
         thereto  (determined  on the  basis  of  the  currency,  currencies  or
         currency unit in which such Securities and coupons appertaining thereto
         are then  specified as payable at Stated  Maturity)  which  through the
         scheduled  payment of  principal  and  interest  in respect  thereof in
         accordance with their terms will provide, not later than one day before
         the due date of any payment of principal of (and  premium,  if any) and
         interest,  if any,  on such  Securities  and any  coupons  appertaining
         thereto, money in an amount, or (3) a combination thereof in an amount,
         sufficient,   in  the  opinion  of  a  nationally  recognized  firm  of
         independent  public  accountants  expressed in a written  certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the  Trustee  (or other  qualifying  trustee)  to pay and
         discharge,  (i) the principal of (and premium, if any) and interest, if
         any,  on  such  Outstanding  Securities  and any  coupons  appertaining
         thereto on the Stated  Maturity of such  principal  or  installment  of
         principal or interest and (ii) any  mandatory  sinking fund payments or
         analogous  payments  applicable to such Outstanding  Securities and any
         coupons  appertaining thereto on the day on which such payments are due
         and payable in accordance  with the terms of this Indenture and of such
         Securities and any coupons appertaining thereto.

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

                           (c) No Event of Default or event which with notice or
         lapse of time or both would  become an Event of Default with respect to
         such  Securities  and  any  coupons  appertaining  thereto  shall  have
         occurred and be continuing  on the date of such deposit or,  insofar as
         Sections 501(6) and 501(7) are concerned, at any time during the period
         ending  on the  91st  day  after  the date of such  deposit  (it  being
         understood that this condition shall not be deemed  satisfied until the
         expiration of such period).

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

                           (e) In the case of an election  under  Section  1403,
         the Company  shall have  delivered to the Trustee an Opinion of Counsel
         to the effect that the Holders of such  Outstanding  Securities and any

                                       54
<PAGE>
         coupons  appertaining  thereto will not recognize income,  gain or loss
         for Federal income tax purposes as a result of such covenant defeasance
         and will be subject to Federal  income tax on the same amounts,  in the
         same  manner  and at the same times as would have been the case if such
         covenant defeasance had not occurred.

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

                           (g)  Notwithstanding  any  other  provisions  of this
         Section,  such defeasance or covenant  defeasance  shall be effected in
         compliance  with any  additional  or  substitute  terms,  conditions or
         limitations which may be imposed on the Company in connection therewith
         pursuant to Section 301.

                  SECTION 1405. Deposited Money and Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of the
last paragraph of Section 1003, all money and Government  Obligations  (or other
property as may be provided  pursuant to Section  301)  (including  the proceeds
thereof) deposited with the Trustee (or other qualifying  trustee,  collectively
for purposes of this Section 1405,  the  "Trustee")  pursuant to Section 1404 in
respect of any Outstanding Securities of any series and any coupons appertaining
thereto shall be held in trust and applied by the Trustee,  in  accordance  with
the provisions of such Securities and any coupons  appertaining thereto and this
Indenture,  to  the  payment,  either  directly  or  through  any  Paying  Agent
(including  the  Company  acting as its own  Paying  Agent) as the  Trustee  may
determine,  to the  Holders  of such  Securities  and any  coupons  appertaining
thereto of all sums due and to become due thereon in respect of  principal  (and
premium,  if any) and interest and  Additional  Amounts,  if any, but such money
need not be segregated from other funds except to the extent required by law.

                  Unless  otherwise  specified  with  respect  to  any  Security
pursuant to Section 301, if, after a deposit  referred to in Section 1404(a) has
been made,  (a) the Holder of a Security  in respect of which such  deposit  was
made is  entitled  to, and does,  elect  pursuant to Section 301 or the terms of
such Security to receive  payment in a currency or currency unit other than that
in which the  deposit  pursuant  to Section  1404(a) has been made in respect of
such  Security,  or (b) a Conversion  Event occurs in respect of the currency or
currency  unit in which the deposit  pursuant to Section  1404(a) has been made,
the  indebtedness  represented  by such  Security  and any coupons  appertaining
thereto  shall  be  deemed  to have  been,  and will be,  fully  discharged  and
satisfied  through the payment of the  principal of (and premium,  if any),  and
interest,  if any, on such  Security as the same becomes due out of the proceeds
yielded by converting  (from time to time as specified  below in the case of any
such  election)  the  amount or other  property  deposited  in  respect  of such
Security  into the  currency or  currency  unit in which such  Security  becomes
payable as a result of such election or Conversion Event based on the applicable
market  exchange rate for such currency or currency unit in effect on the second
Business Day prior to each payment  date,  in the case of such an election,  or,
the applicable market exchange rate in effect for such currency or currency unit
(as nearly as feasible), in the case of such Conversion Event.

                  The Company shall pay and  indemnify  the Trustee  against any
tax,  fee  or  other  charge  imposed  on or  assessed  against  the  Government
Obligations  deposited  pursuant to Section 1404 or the  principal  and interest
received in respect  thereof  other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding  Securities and any
coupons appertaining thereto.

                  Anything in this Article to the contrary notwithstanding,  the
Trustee  shall  deliver  or pay to the  Company  from time to time upon  Company
Request any money or Government  Obligations (or other property and any

                                       55
<PAGE>
proceeds therefrom) held by it as provided in Section 1404 which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written  certification  thereof  delivered to the Trustee,  are in excess of the
amount  thereof  which  would  then be  required  to be  deposited  to  effect a
defeasance  or covenant  defeasance,  as  applicable,  in  accordance  with this
Article.

                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

                  SECTION  1501.  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 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  1502.  Call,  Notice and Place of  Meetings.  (a) The
Trustee  may at any time call a meeting of Holders of  Securities  of any series
for any purpose  specified in Section  1501, to be held at such time and at such
place in the City of Boston, or in London as the Trustee shall determine. Notice
of every meeting of Holders of Securities of any 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 21 nor more than 180 days prior to the date fixed for the meeting.

                  (b) In case  at any  time  the  Company,  pursuant  to a Board
Resolution,  or  the  Holders  of at  least  25%  in  principal  amount  of  the
Outstanding  Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request  setting forth in reasonable  detail the action
proposed to be taken at the  meeting,  and the  Trustee  shall not have made the
first  publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter  proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above  specified,  as the case may be, may determine the time and the
place in the City of  Boston,  or in London for such  meeting  and may call such
meeting for such purposes by giving notice thereof as provided in subsection (a)
of this Section.

                  SECTION  1503.  Persons  Entitled to Vote at  Meetings.  To be
entitled to vote at any meeting of Holders of 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 and
its counsel and any representatives of the Company and its counsel.

                  SECTION 1504.  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;
provided,  however,  that if any  action  is to be  taken at such  meeting  with
respect to a consent or waiver which this  Indenture  expressly  provides may be
given by the Holders of not less than a specified percentage in principal amount
of the  Outstanding  Securities of a series,  the Persons  entitled to vote such
specified  percentage in principal amount of the Outstanding  Securities of such
series shall  constitute a quorum.  In the absence of a quorum within 30 minutes
after the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series, be dissolved.  In any other
case  the  meeting  may be  adjourned  for a  period  of not  less  than 10 days
determined  by the  chairman of the  meeting  prior to the  adjournment  of such
meeting.  In the  absence  of a  quorum  at any  such  adjourned  meeting,  such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting  prior to the  adjournment  of such
adjourned  meeting.  Notice of the reconvening of any

                                       56
<PAGE>
adjourned  meeting  shall be given as provided in Section  1502(a),  except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be  reconvened.  Notice of the  reconvening of
any adjourned  meeting shall state expressly the percentage,  as provided above,
of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

                  Except  as  limited  by  the  proviso  to  Section   902,  any
resolution  presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the  affirmative  vote of the
Holders of a majority in principal amount of the Outstanding  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
shall be binding on all the Holders of Securities of such series and the related
coupons, whether or not present or represented at the meeting.

                  Notwithstanding the foregoing provisions of this Section 1504,
if any action is to be taken at a meeting of Holders of 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:

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

                           (ii)  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  1505.  Determination  of Voting  Rights;  Conduct and
Adjournment of Meetings.  (a)  Notwithstanding any provisions of this Indenture,
the Trustee may make such  reasonable  regulations  as it may deem advisable for
any  meeting  of  Holders  of  Securities  of a 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 or by  having  the  signature  of the  Person  executing  the proxy
witnessed or  guaranteed  by any trust  company,  bank or banker  authorized  by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies,  regular on their face, may
be presumed  valid and genuine  without  the proof  specified  in Section 104 or
other proof.

                  (b) The Trustee shall,  by an instrument in writing  appoint a
temporary chairman of the meeting,  unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company 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.

                                       57
<PAGE>
                  (c) At any meeting each Holder of a Security of such series or
proxy  shall be entitled  to one vote for each  $1,000  principal  amount of the
Outstanding  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  1502 at which a quorum is present may be  adjourned
from time to time by Persons  entitled to vote a majority in principal amount of
the Outstanding  Securities of such series  represented at the meeting,  and the
meeting may be held as so adjourned without further notice.

                  SECTION 1506. Counting Votes and Recording Action of Meetings.
The vote upon any  resolution  submitted to any meeting of Holders of 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
duplicate 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
fact,  setting  forth a copy of the notice of the meeting and showing  that said
notice was given as provided in Section 1502 and, if  applicable,  Section 1504.
Each copy  shall be signed  and  verified  by the  affidavits  of the  permanent
chairman  and  secretary  of the meeting and one such copy shall be delivered to
the  Company  and another to the Trustee to be  preserved  by the  Trustee,  the
latter to have attached thereto the ballots voted at the meeting.  Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

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

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

                                             HOSPITALITY PROPERTIES TRUST


                                             By:___________________________
                                                Title:

                                             ______________________________


                                             By:___________________________
                                                Title:


                                       58
<PAGE>
                                    EXHIBIT A

                             FORMS OF CERTIFICATION


                                   EXHIBIT A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE


[Insert title or sufficient description of Securities to be delivered]

                  This is to certify that, as of the date hereof,  and except as
set forth below, the above-captioned  Securities held by you for our account (i)
are owned by person(s)  that are not citizens or residents of the United States,
domestic  partnerships,  domestic corporations or any estate or trust the income
of which is subject to United States federal income  taxation  regardless of its
source ("United States  person(s)"),  (ii) are owned by United States  person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions,   as  defined  in  United  States  Treasury   Regulations  Section
2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial  institutions
and who hold the Securities through such United States financial institutions on
the  date  hereof  (and in  either  case (a) or (b),  each  such  United  States
financial  institutions  hereby agrees,  on its own behalf or through its agent,
that you may advise Health and Rehabilitation Properties Trust or its agent that
such  financial  institutions  will  comply  with the  requirements  of  Section
165(j)(3)(A),  (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States or
foreign  financial  institution(s)  for purposes of resale during the restricted
period   (as   defined   in   United   States   Treasury   Regulations   Section
1.163-5(c)(1)(i)(D)(7),  and, in  addition,  if the owner is a United  States or
foreign financial  institutions  described in clause (iii) above (whether or not
also  described  in clause (i) or (ii)),  this is to further  certify  that such
financial  institutions  has not acquired the  Securities for purposes of resale
directly  or  indirectly  to a United  States  person or to a person  within the
United States or its possessions.

                  As used herein,  "United  States"  means the United  States of
America   (including  the  States  and  the  District  of  Columbia);   and  its
"possessions"  include  Puerto Rico, the U.S.  Virgin  Islands,  Guam,  American
Samoa, Wake Island and the Northern Mariana Islands.

                  We  undertake  to advise you  promptly  by tested  telex on or
prior to the date on which you intend to submit your  certification  relating to
the  above-captioned  Securities  held by you for our account in accordance with
your Operating  Procedures if any applicable  statement herein is not correct on
such date,  and in the absence of any such  notification  it may be assumed that
this certification applies as of such date.

                  This  certificate  excepts  and does  not  relate  to  (U.S.$)
_______________ of such interest in the above-captioned Securities in respect of
which we are not able to certify and as to which we  understand  an exchange for
an interest in a Permanent  Global  Security or an exchange  for and delivery of
definitive  Securities (or, if relevant,  collection of any interest)  cannot be
made until we do so certify.

                  We  understand  that  this  certificate  may  be  required  in
connection with certain tax legislation in the United States.  If administrative
or legal  proceedings  are commenced or threatened in connection with which this
certificate  is or would be relevant,  we  irrevocably  authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


Dated: __________________, 20__


<PAGE>
[To be  dated no  earlier  than the 15th day prior
to  (i)  the  Exchange   Date  or  (ii)  the
relevant  Interest  Payment  Date  occurring
prior to the Exchange Date, as applicable]

                                        [Name of Person Making Certification]



                                        _____________________________________
                                        (Authorized Signatory)
                                        Name:
                                        Title:



                                       2

<PAGE>
                                  EXHIBIT A-2

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
               AND CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF
                 A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
               OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

                  This  is  to   certify   that,   based   solely   on   written
certifications  that  we  have  received  in  writing,  by  tested  telex  or by
electronic  transmission  from each of the persons  appearing  in our records as
persons  entitled  to a portion of the  principal  amount  set forth  below (our
"Member  Organizations")  substantially in the form attached  hereto,  as of the
date hereof,  [U.S.$) principal amount of the above-captioned  Securities (i) is
owned by person(s)  that are not  citizens or  residents  of the United  States,
domestic  partnerships,  domestic corporations or any estate or trust the income
of which is subject to United States Federal income  taxation  regardless of its
source ("United  States  person(s)"),  (ii) is owned by United States  person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions,  as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
are herein  referred to as "financial  institutions")  purchasing  for their own
account  or  for  resale,  or (b)  United  States  person(s)  who  acquired  the
Securities through foreign branches of United States financial  institutions and
who hold the Securities through such United States financial institutions on the
date  hereof (and in either case (a) or (b),  each such  financial  institutions
will comply with the  requirements  of Section  165(j)(3)(A),  (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations  thereunder),  or
(iii) is owned by United States or foreign financial institution(s) for purposes
of resale during the  restricted  period (as defined in United  States  Treasury
Regulations  Section  1.163-5(c)(2)(i)(D)(7)),  and, to the further effect, that
financial  institutions  described  in clause  (iii) above  (whether or not also
described in clause (i) or (ii)) have  certified that they have not acquired the
Securities  for purposes of resale  directly or  indirectly  to a United  States
person or to a person within the United States or its possessions.

                  As used herein,  "United  States"  means the United  States of
America   (including  the  States  and  the  District  of  Columbia);   and  its
"possessions"  include  Puerto Rico, the U.S.  Virgin  Islands,  Guam,  American
Samoa, Wake Island and the Northern Mariana Islands.

                  We  further  certify  that  (i) we are  not  making  available
herewith for exchange (or, if relevant,  collection of any interest) any portion
of the temporary  global Security  representing the  above-captioned  Securities
excepted in the  above-referenced  certificates of Member Organizations and (ii)
as of the date  hereof we have not  received  any  notification  from any of our
Member  Organizations  to the effect  that the  statements  made by such  Member
Organizations  with  respect to any portion of the part  submitted  herewith for
exchange  (or, if relevant,  collection  of any interest) are no longer true and
cannot be relied upon as of the date hereof.

                  We  understand   that  this   certification   is  required  in
connection with certain tax legislation in the United States.  If administrative
or legal  proceedings  are commenced or threatened in connection with which this
certificate  is or would be relevant,  we  irrevocably  authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


<PAGE>

Date: ______________ 20__

[To be dated no  earlier  than the  Exchange
Date or the relevant  Interest  Payment Date
occurring  prior to the  Exchange  Date,  as
applicable]

                     [Morgan Guaranty Trust Company  New York, Brussels Office,]
                                            as Operator of the Euroclear System
                                            [Clearstream]






                                       2






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>exh5-1.txt
<TEXT>
                                                                     Exhibit 5.1




                              SULLIVAN & WORCESTER LLP
                               ONE POST OFFICE SQUARE
                             BOSTON, MASSACHUSETTS 02109
                                   (617) 338-2800
                                FAX NO. 617-338-2880
     IN WASHINGTON, D.C.                                   IN NEW YORK CITY
     1666 K STREET, N.W.                                   565 FIFTH AVENUE
   WASHINGTON, D.C. 20006                              NEW YORK, NEW YORK 10017
       (202) 775-8190                                       (212) 486-8200
    FAX NO. 202-293-2275                                 FAX NO. 212-758-2151




                                                              March 8, 2002


Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts 02458

         Re: Hospitality Properties Trust Registration Statement on Form S-3

Ladies and Gentlemen:

         In  connection  with the  registration  statement on Form S-3 under the
Securities  Act of 1933,  as  amended  (the  "Securities  Act")  of  Hospitality
Properties  Trust, a Maryland real estate investment trust (the "Company" or the
"Registrant"), you have requested our opinions set forth below.

         You have provided us with a copy of such registration statement,  which
you  propose  to  file  with  the  Securities  and  Exchange   Commission   (the
"Commission") on or about the date hereof. Such registration  statement contains
a form of  preliminary  prospectus  with  respect to the offer and sale of up to
$2,800,000,000  in aggregate amount of one or more series of (i) debt securities
of the Company (the "Debt  Securities"),  (ii)  preferred  shares of  beneficial
interest,  without par value,  of the Company (the  "Preferred  Shares"),  (iii)
depositary  shares  representing   fractional   interests  in  Preferred  Shares
("Depositary  Shares")  evidenced by depositary  receipts therefor  ("Depositary
Receipts"), (iv) common shares of beneficial interest, $.01 par value per share,
of the Company (the "Common  Shares"),  and (v) warrants to purchase one or more
classes  of  securities   registered  under  the  Registration   Statement  (the
"Warrants" and, together with the Debt Securities,  Preferred Shares, Depositary
Shares,  and  Common  Shares,  the  "Registered  Securities"),  in each case for
offering  from time to time, as set forth in the final  prospectus  that forms a
part of the Registration Statement, as defined below (the "Prospectus"),  and as
to be set forth in one or more final  supplements  to the  Prospectus  (each,  a
"Prospectus Supplement").

         As used in this  opinion,  the  term  "Registration  Statement"  means,
unless otherwise stated, such registration  statement,  as amended when declared
effective by the Commission (including any necessary  post-effective  amendments
thereto),  and the term  "Convertible  Registered  Securities"  means Registered
Securities which are convertible into, exchangeable for or exercisable for other
Registered Securities, and the term "Underlying Registered Securities" means any
Registered  Securities which are issuable upon conversion,  exchange or exercise
of Convertible Registered Securities.


<PAGE>

Hospitality Properties Trust
March 8, 2002
Page 2

         In  connection  with this  opinion,  we have examined and relied upon a
copy of the  Registration  Statement to be filed with the Commission on or about
the date hereof.  We have also  examined and relied upon  originals or copies of
such records,  agreements and  instruments of the  Registrant,  certificates  of
public  officials and of officers of the Registrant and such other documents and
records, and such matters of law, as we have deemed necessary as a basis for the
opinions hereinafter expressed. In making such examination,  we have assumed the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authenticity of all documents submitted to us as originals and the conformity to
the  originals of all documents  submitted to us as copies,  which facts we have
not independently verified.

         We have necessarily  assumed in connection with the opinions  expressed
below that the terms and conditions of the Registered Securities and any related
indentures,  agreements and  instruments,  except to the extent described in the
Registration Statement and the form of preliminary prospectus contained therein,
as originally filed, will be, and that any related proceedings of the Registrant
conducted  after the date hereof will be conducted,  (i) in accordance  with all
applicable  laws  and the  Registrant's  charter  and  bylaws,  and  (ii) not in
conflict with any  contractual  or other  restrictions  which are binding on the
Registrant,  and that,  without  limiting the generality of the  foregoing,  any
agreements or instruments that are hereafter  required to be filed as an exhibit
to the Registration  Statement will be properly filed by an amendment thereto or
by the filing of a Form 8-K by the Company under the Securities  Exchange Act of
1934, as amended,  and properly  incorporated  by reference in the  Registration
Statement,  as permitted by the Securities Act and the rules and  regulations of
the Commission thereunder.

         To the  extent  that  the  obligations  of the  Registrant  under  each
Indenture, Warrant Agreement or Depositary Agreement (each as defined below) may
be  dependent  upon such  matters,  we have assumed for purposes of this opinion
that each  Indenture  Trustee,  Warrant  Agent and  Depositary  Trustee (each as
defined below) are duly organized,  validly  existing and in good standing under
the  laws of  their  respective  jurisdictions  of  organization,  and are  duly
qualified to engage in the  activities  contemplated  by, and have the requisite
organizational  and legal  power  and  authority  to  perform  their  respective
obligations under, each Indenture, Warrant Agreement and Depositary Agreement to
which  they  are  parties,  that  each  Indenture  Trustee,  Warrant  Agent  and
Depositary Trustee will be in compliance,  generally with respect to acting as a
trustee  or  agent  under  each  applicable  Indenture,   Warrant  Agreement  or
Depositary  Agreement,  with all applicable laws and regulations,  and that each
Indenture,  Warrant  Agreement,  and Depositary  Agreement will be the valid and
binding  agreements  of  each  party  thereto  (other  than,  in the  case of an
indenture  in the form  filed as  Exhibit  4.1,  4.2 or 4.3 to the  Registration
Statement, when appropriately completed, the Company),  enforceable against such
parties in accordance with their respective terms.

         We express no opinion herein as to the laws of any  jurisdiction  other
than the laws of The Commonwealth of Massachusetts and the State of New York and
the federal laws of the United  States of America,  and we express no opinion as
to state  securities or blue sky laws.  Insofar as this opinion involves matters
of Maryland law we have, with your  permission,  relied solely on the opinion of
Ballard Spahr Andrews & Ingersoll,  LLP dated March 8, 2002, a copy of which

<PAGE>

Hospitality Properties Trust
March 8, 2002
Page 3

we  understand  you are  filing  herewith  as  Exhibit  5.2 to the  Registration
Statement,  and our  opinion is subject to the  exceptions,  qualifications  and
limitations therein expressed.

         Our  opinions  set forth below with  respect to the validity or binding
effect of any  security or  obligation  are subject to (i)  limitations  arising
under applicable bankruptcy,  insolvency,  reorganization,  fraudulent transfer,
moratorium or other  similar laws  affecting  the  enforcement  generally of the
rights and  remedies of  creditors  and secured  parties or the  obligations  of
debtors,  (ii) general principles of equity (regardless of whether considered in
a proceeding at law or in equity), including, without limitation, the discretion
of any court of  competent  jurisdiction  in granting  specific  performance  or
injunctive or other equitable  relief,  and (iii) an implied duty on the part of
the  party  seeking  to  enforce  rights or  remedies  to take  action  and make
determinations on a reasonable basis and in good faith to the extent required by
applicable law.

         Based on and subject to the  foregoing,  we are of the opinion that, as
of the date hereof:

                  1. Each series of Debt  Securities  will be validly issued and
         binding obligations of the Company when (i) the Registration  Statement
         shall have become effective under the Securities Act and the indentures
         filed  as  Exhibit  4.1,  4.2  and 4.3 to the  Registration  Statement,
         including any necessary supplemental indenture, or any other indenture,
         including any necessary  supplemental  indenture  thereto,  filed as an
         exhibit  to the  Registration  Statement,  as  the  case  may  be  (the
         applicable indenture,  as so filed and supplemented,  the "Indenture"),
         shall have been  qualified  under the Trust  Indenture  Act of 1939, as
         amended,  and the Indenture shall have been duly  authorized,  executed
         and  delivered  by the  Company  and a trustee  named  thereunder  (the
         "Indenture Trustee"), (ii) a Prospectus Supplement with respect to such
         series of Debt  Securities  shall have been  filed with the  Commission
         pursuant  to Rule 424 under the  Securities  Act,  (iii) the  Company's
         Board of Trustees or a duly  authorized  committee  thereof  shall have
         duly  adopted  final   resolutions   (the  "Final  Debt   Resolutions")
         authorizing  the  issuance  and sale of such Debt  Securities,  each as
         contemplated  by  the  Registration  Statement,  the  Prospectus,   the
         applicable  Prospectus  Supplement  and the  Indenture,  and (iv)  such
         series of Debt  Securities  shall  have been (A) duly  executed  by the
         Company and  authenticated by the Indenture  Trustee as provided in the
         Indenture and the Final Debt  Resolutions and (B) duly delivered to the
         purchasers   thereof  against  payment  of  the  agreed   consideration
         therefor,  as provided in the Registration  Statement,  the Prospectus,
         the applicable Prospectus Supplement,  the Indenture and the Final Debt
         Resolutions.   If  such  Debt  Securities  are  Underlying   Registered
         Securities,  the opinion set forth in this  paragraph is subject to the
         further condition that the Convertible  Registered  Securities relating
         to such Debt Securities, at the time of the issuance thereof and of the
         conversion,  exchange or exercise  thereof,  are validly issued,  fully
         paid and  non-assessable  by the  Company  or are  validly  issued  and
         binding obligations of the Company, as applicable.

                  2. The Depositary  Shares will be validly  issued,  fully paid
         and  non-assessable by the Company and the Depositary  Receipts will be
         validly  issued  and will  entitle  the  holders  thereof to the rights
         specified therein and in the applicable Depositary Agreement,  when (i)
         the  related  Preferred  Shares have been duly  authorized  and validly


<PAGE>

Hospitality Properties Trust
March 8, 2002
Page 4

         issued,  fully paid and  non-assessable,  (ii) the  Company's  Board of
         Trustees or a duly authorized committee thereof shall have duly adopted
         resolutions (the "Final Depositary Shares  Resolutions")  approving one
         or more depositary  agreements,  including a form of Depositary Receipt
         set forth therein or related thereto (each, a "Depositary  Agreement"),
         relating to such Depositary Shares, between the Company and a financial
         institution  identified  therein as depositary  (each, a "Depositary"),
         (iii) the applicable Depositary Agreement shall have been duly executed
         and  delivered  by the  Company  and the  Depositary,  (iv) the related
         Preferred  Shares shall have been duly  deposited  with the  Depositary
         under  the  Depositary  Agreement,  and (v) the  applicable  Depositary
         Receipts shall have been duly executed by the Depositary as provided in
         the applicable  Depositary  Agreement and the Final  Depositary  Shares
         Resolutions  and  registered  and shall have been duly delivered to the
         purchasers   thereof  against  payment  of  the  agreed   consideration
         therefor,  as provided in the Registration  Statement,  the Prospectus,
         the  applicable  Prospectus   Supplement,   the  applicable  Depositary
         Agreement and the Final Depositary Shares Resolutions.

                  3. The Warrants will be validly issued and binding obligations
         of the Company when (i) the  Registration  Statement  shall have become
         effective under the Securities  Act, (ii) a Prospectus  Supplement with
         respect to such  Warrants  shall  have been  filed with the  Commission
         pursuant to Rule 424 under the Securities Act, (iii) the Warrants shall
         have been duly authorized by the Company, including by the due adoption
         by the  Company's  Board of  Trustees  or a duly  authorized  committee
         thereof  of  final   resolutions  (the  "Final  Warrant   Resolutions")
         authorizing  the issuance and sale of such Warrants as  contemplated by
         the   Registration   Statement,   the  Prospectus  and  the  applicable
         Prospectus  Supplement  and approving  one or more warrant  agreements,
         including a form of warrant set forth therein or related thereto (each,
         a "Warrant  Agreement"),  establishing the terms and conditions of such
         Warrants,  between the Company and a financial  institution  identified
         therein as warrant agent (each, a "Warrant Agent"), (iv) the applicable
         Warrant  Agreement  shall have been duly  executed and delivered by the
         Company and the Warrant  Agent,  and (v) such Warrants  shall have been
         duly executed by the Company and  authenticated by the Warrant Agent as
         provided in the  applicable  Warrant  Agreement  and the Final  Warrant
         Resolutions  and  registered  and shall have been duly delivered to the
         purchasers   thereof  against  payment  of  the  agreed   consideration
         therefor,  as provided in the Registration  Statement,  the Prospectus,
         the applicable Prospectus Supplement,  the applicable Warrant Agreement
         and the Final  Warrant  Resolutions.  If such  Warrants are  Underlying
         Registered  Securities,  the  opinion  set forth in this  paragraph  is
         subject  to the  further  condition  that  the  Convertible  Registered
         Securities  relating  to such  Warrants,  at the  time of the  issuance
         thereof  and of the  conversion,  exchange  or  exercise  thereof,  are
         validly  issued,  fully paid and  non-assessable  by the Company or are
         validly issued and binding obligations of the Company, as applicable.

         All of the  opinions  set  forth  herein  are  rendered  as of the date
hereof, and we assume no obligation to update such opinions to reflect any facts
or circumstances which may hereafter come to our attention or any changes in the
law which may hereafter occur.


<PAGE>

Hospitality Properties Trust
March 8, 2002
Page 5

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the  reference  to our  firm  in the  Prospectus
forming a part of the Registration  Statement. In giving such consent, we do not
thereby  admit that we come  within the  category  of persons  whose  consent is
required  under Section 7 of the Act or under the rules and  regulations  of the
Commission promulgated thereunder.

                                                 Very truly yours,

                                                 /s/ Sullivan & Worcester LLP

                                                 SULLIVAN & WORCESTER LLP






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>5
<FILENAME>exh5-2.txt
<TEXT>
                                                                 EXHIBIT 5.2


             [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]







                                 March 8, 2002


Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts  02158
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109

         Re:      Registration  Statement  on Form  S-3,  to be  filed  with the
                  United States  Securities and Exchange  Commission on or about
                  March 8, 2002

Ladies and Gentlemen:

         We have served as Maryland counsel to Hospitality  Properties  Trust, a
Maryland  real estate  investment  trust (the  "Company"),  in  connection  with
certain matters of Maryland law arising out of the registration of the following
securities  having an aggregate  initial offering price of up to  $2,006,423,166
(collectively,  the  "Securities"):  (i) debt  securities of the Company  ("Debt
Securities");  (ii) preferred shares of beneficial interest,  without par value,
of the Company ("Preferred Shares");  (iii) depositary shares representing whole
or fractional interests in Preferred Shares ("Depositary  Shares");  (iv) common
shares of beneficial interest, $.01 par value per share, of the Company ("Common
Shares");  and (v)  warrants  to purchase  Debt  Securities,  Preferred  Shares,
Depositary  Shares or Common Shares of the Company  ("Warrants")  covered by the
above-referenced   Registration  Statement,  and  all  amendments  thereto  (the
"Registration  Statement"),  to be filed by the Company  with the United  States
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933,  as amended  (the "1933 Act").  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 Company,  and as a basis
for the opinion  hereinafter  set forth, we have examined  originals,  or copies
certified  or  otherwise  identified  to  our  satisfaction,  of  the  following
documents (collectively, the "Documents"):
<PAGE>
Hospitality Properties Trust
Sullivan & Worcester LLP
March 8, 2002
Page 2


         1.  The  Registration  Statement  and the  related  form of  prospectus
included therein in the form in which it was transmitted to the Commission under
the 1933 Act;

         2. The Amended and Restated  Declaration of Trust,  as amended,  of the
Company (the "Declaration of Trust"), certified as of a recent date by the State
Department of Assessments and Taxation of Maryland (the "SDAT");

         3. The Bylaws of the  Company,  certified  as of the date  hereof by an
officer of the Company;

         4. A  certificate  of the SDAT as to the good  standing of the Company,
dated as of a recent date;

         5.  Resolutions  adopted by the Board of Trustees  of the Company  (the
"Board")  relating to the  registration of the  Securities,  certified as of the
date hereof by an officer of the Company (the "Resolutions");

         6. A certificate executed by an officer of the Company, dated as of the
date hereof; and

         7. 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  opinion  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 Company) is duly authorized to do so.

         3. Each of the parties  (other than the Company)  executing  any of the
Documents has duly and validly  executed and delivered  each of the Documents to
which such party is a signatory,  and such party's obligations 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 such Documents are genuine. All public
records  reviewed or relied  upon by us or on our behalf are true and  complete.
All  representations,  warranties,  statements and information  contained in the
Documents are true and complete.  There has been no oral or
<PAGE>
Hospitality Properties Trust
Sullivan & Worcester LLP
March 8, 2002
Page 3


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 or limitation  contained in Section 5.14 (Shareholders'  Disclosure;
Restrictions  on Share  Transfer;  Limitation on Holdings) of the Declaration of
Trust.

         6. In accordance with the Declaration of Trust and the Resolutions, the
issuance of, and certain  terms of, the  Securities  to be issued by the Company
from  time to time will be  authorized  and  approved  by the  Board,  or a duly
authorized  committee  thereof,  in accordance  with the Maryland REIT Law (such
approval referred to herein as the "Trust Proceedings").

         Based upon the foregoing,  and subject to the assumptions,  limitations
and qualifications stated herein, it is our opinion that:

         1. 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.

         2.  Upon  the  completion  of all  Trust  Proceedings  relating  to the
Securities that are Debt Securities, the issuance of the Debt Securities will be
duly authorized.

         3.  Upon  the  completion  of all  Trust  Proceedings  relating  to the
Securities that are Preferred  Shares (the "Preferred  Securities")  and the due
execution,  countersignature  and delivery of certificates  evidencing Preferred
Securities  and assuming that the sum of (a) all  Preferred  Shares issued as of
the date hereof, (b) any Preferred Shares issued between the date hereof and the
date on which any of the Preferred Securities are actually issued (not including
any of the  Preferred  Securities)  and (c) the  Preferred  Securities  will not
exceed the total number of Preferred  Shares that the Company is then authorized
to issue,  the Preferred  Securities  will be duly  authorized  and, when and if
delivered  against  payment  therefor in accordance with the Resolutions and the
Trust Proceedings, will be validly issued, fully paid and nonassessable.

         4.  Upon  the  completion  of all  Trust  Proceedings  relating  to the
Securities  that  are  Common  Shares  (the  "Common  Securities")  and  the due
execution,  countersignature  and  delivery of  certificates  evidencing  Common
Securities  and assuming  that the sum of (a) all Common Shares issued as of the
date hereof,  (b) any Common Shares issued  between the date hereof and the date
on which any of the Common  Securities are actually issued (not including any of
the Common  Securities) and (c) the Common  Securities will not exceed the total
number of Common Shares that the Company is then authorized to issue, the Common
Securities will be duly  authorized  and, when and if delivered  against payment
therefor in accordance with the Resolutions and the Trust  Proceedings,  will be
validly issued, fully paid and nonassessable.

<PAGE>
Hospitality Properties Trust
Sullivan & Worcester LLP
March 8, 2002
Page 4


         5.  Upon  the  completion  of all  Trust  Proceedings  relating  to the
Securities  that  are  Warrants,  the  issuance  of the  Warrants  will  be duly
authorized.

         The foregoing  opinion is limited to the laws of the State of Maryland,
and we do not express any opinion herein  concerning any other law or concerning
any document  not  governed by the laws of the State of Maryland.  We express no
opinion  as to  compliance  with,  or the  applicability  of,  federal  or state
securities  laws,  including the securities  laws of the State of Maryland.  The
opinion  expressed  herein is subject to the effect of judicial  decisions which
may  permit  the  introduction  of parol  evidence  to  modify  the terms or the
interpretation of agreements.

         We assume no obligation to  supplement  this opinion 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 is being furnished to you for submission to the Commission
as an exhibit to the Registration Statement and, accordingly,  may not be relied
upon by,  quoted in any manner to, or  delivered  to any other  person or entity
without, in each instance, our prior written consent.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. 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 1933 Act.

                                    Very truly yours,



                                    /s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>6
<FILENAME>exh12-1.txt
<TEXT>
                                                                    Exhibit 12.1


<TABLE>
<CAPTION>
                                           Hospitality Properties Trust
                                 Computation of Ratio of Earnings to Fixed Charges
                                       (in thousands, except ratio amounts)


                                          Nine Months Ended
                                            September 30,                                Year Ended December 31,
                                       ------------------------    ----------------------------------------------------------------
                                          2001         2000           2000         1999          1998         1997          1996
                                       ----------    ----------    ---------    ----------     ---------    ----------    ---------

<S>                                    <C>           <C>           <C>          <C>            <C>          <C>           <C>
Income Before Extraordinary Item          $94,790       $90,279     $126,271      $111,929       $87,982       $59,153      $51,664
Fixed charges                              31,248        27,700       37,682        37,352        21,751        15,534        5,646
                                       ----------    ----------    ---------    ----------     ---------    ----------    ---------
Adjusted Earnings                        $126,038      $117,979     $163,953      $149,281      $109,733       $74,687      $57,310
                                       ==========    ==========    =========    ==========     =========    ==========    =========


Fixed Charges:
     Interest on indebtedness
     and amortization of
     deferred finance costs               $31,248       $27,700      $37,682       $37,352       $21,751       $15,534       $5,646
                                       ----------    ----------    ---------    ----------     ---------    ----------    ---------

Total Fixed Charges                       $31,248       $27,700      $37,682       $37,352       $21,751       $15,534       $5,646
                                       ==========    ==========    =========    ==========     =========    ==========    =========

Ratio of Earnings to Fixed
Charges                                     4.03x         4.26x        4.35x         4.00x         5.04x         4.81x       10.15x
                                       ==========    ==========    =========    ==========     =========    ==========    =========
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.2
<SEQUENCE>7
<FILENAME>exh12-2.txt
<TEXT>
                                                                    Exhibit 12.2


<TABLE>
<CAPTION>
                                           Hospitality Properties Trust
            Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Distributions
                                      (in thousands, except ratio amounts)



                                               Nine Months Ended
                                                 September 30,                           Year Ended December 31,
                                           ----------------------    ---------------------------------------------------------------
                                             2001        2000           2000        1999          1998         1997          1996
                                           ---------    ---------    ---------     --------     ---------    ----------    ---------

<S>                                        <C>          <C>          <C>          <C>          <C>          <C>            <C>
Income Before Extraordinary Item             $94,790      $90,279     $126,271     $111,929      $87,982       $59,153       $51,664
Fixed charges                                 31,248       27,700       37,682       37,352       21,751        15,534         5,646
                                           ---------    ---------    ---------    ---------    ---------    ----------     ---------
Adjusted Earnings                           $126,038     $117,979     $163,953     $149,281     $109,733       $74,687       $57,310
                                           =========    =========    =========    =========    =========    ==========     =========


Fixed Charges and Preferred Distributions:
     Interest on indebtedness
     and amortization of
     deferred finance costs                  $31,248      $27,700      $37,682      $37,352      $21,751       $15,534        $5,646
     Preferred distributions                   5,344        5,344        7,125        5,106           --            --            --
                                           ---------    ---------    ---------    ---------    ---------    ----------     ---------

Total Combined Fixed Charges
and Preferred Distributions                  $36,592      $33,044      $44,807      $42,458      $21,751       $15,534        $5,646
                                           =========    =========    =========    =========    =========    ==========     =========

Ratio of Earnings to Combined
Fixed Charges and Preferred
Distributions                                  3.44x        3.57x        3.66x        3.52x        5.04x         4.81x        10.15x
                                           =========    =========    =========    =========    =========    ==========     =========
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>8
<FILENAME>exh23-1.txt
<TEXT>
                                                                    Exhibit 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement  on Form S-3 and in the  registration
statement  on Form S-3 (File No.  333-43573)  of our reports  dated  January 12,
2001, with respect to Hospitality Properties Trust, March 28, 2001, with respect
to HMH HPT Courtyard LLC, and February 23, 2001,  with respect to CCMH Courtyard
I LLC, all  included in  Hospitality  Properties  Trust's Form 10-K for the year
ended  December  31, 2000 and to all  references  to our Firm  included in these
registration statements.


                                                         /s/ Arthur Andersen LLP
                                                         Arthur Andersen LLP

Vienna, Virginia
March 4, 2002




</TEXT>
</DOCUMENT>
</SUBMISSION>
