On October 6, 2009, Boston Properties, Inc.'s operating partnership, Boston Properties Limited Partnership (the "Company"), entered into an underwriting agreement with Banc of America Securities LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as managers of the several underwriters named in Schedule II thereto, in connection with the public offering by the Company of $700 million aggregate principal amount of the Company's 5.875% Senior Notes due 2019 (the "Notes").

On October 9, 2009, the Company completed the issuance and sale of the Notes. The net proceeds to the Company from the sale of the Notes, after the underwriters' discount and offering expenses, are estimated to be approximately $693.7 million. The Company plans to use the net proceeds from the offering for general corporate purposes, which may include investment opportunities and debt reduction.

The Notes were issued under the Indenture, dated as of December 13, 2002, between the Company and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as supplemented by Supplemental Indenture No. 8 ("Supplemental Indenture No. 8") dated as of October 9, 2009.

The offer and sale of the Notes were registered with the Securities and Exchange Commission (the "Commission") pursuant to a registration statement on Form S-3 (File No. 333-155307-01) under the Securities Act of 1933, as amended (the "Securities Act"). The material terms of the Notes are described in a prospectus supplement filed by the Company with the Commission on October 7, 2009 pursuant to Rule 424(b)(5) under the Securities Act.

Copies of the Supplemental Indenture No. 8 and the form of the Notes are filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.

(d) Exhibits.

Exhibit
Number                              Description of Exhibits

4.1          Supplemental Indenture No. 8, dated as of October 9, 2009, between
             Boston Properties Limited Partnership and The Bank of New York Mellon
             Trust Company, N.A., as Trustee (incorporated by reference to Exhibit
             4.1 to the Current Report on Form 8-K of Boston Properties Limited
             Partnership filed on October 9, 2009).

4.2          Form of 5.875% Senior Notes due 2019 (attached as Exhibit A to
             Supplemental Indenture No. 8 filed as Exhibit 4.1 hereto)
             (incorporated by reference to Exhibit 4.2 to the Current Report on
             Form 8-K of Boston Properties Limited Partnership filed on October 9,
             2009).