0001193125-08-181502 Sample Contracts

BOSTON PROPERTIES LIMITED PARTNERSHIP as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee SUPPLEMENTAL INDENTURE NO. 7 Dated as of August 19, 2008 3.625% Exchangeable Senior Notes due 2014
Boston Properties LTD Partnership • August 20th, 2008 • Real estate investment trusts • New York

SUPPLEMENTAL INDENTURE NO. 7 dated as of August 19, 2008 (the “Seventh Supplemental Indenture”) between Boston Properties Limited Partnership, a Delaware limited partnership, as issuer (hereinafter called the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (hereinafter called the “Trustee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 20th, 2008 • Boston Properties LTD Partnership • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of August 19, 2008 among BOSTON PROPERTIES, INC., a Delaware Corporation (the “Parent”), BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Company”), and MORGAN STANLEY & CO. INCORPORATED, J.P. MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC, DEUTSCHE BANK SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as the representatives of the initial purchasers listed on Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

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