Form
        of
        Subordinated Indenture

      Exhibit
        4.3

      




     

    


    


    
      

      

    

     

    
 

    


    


    Northstar
      Realty Finance Corp.

    


    To

    


    [                                 
      ]

                                                                          
      Trustee

    


    
      
        

      

    

    INDENTURE

    
      

    

     

    Dated
      as of ____________, ____ 

    


    


    SENIOR
      SUBORDINATED DEBT SECURITIES

    


    


    


    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Certain
      Sections of this Indenture relating to Sections 310 through
      318,

    inclusive,
      of the Trust Indenture Act of 1939:

    


    
      	
            	 
	
            	
            


    

    


    
      	
              
                Trust
                  Indenture

              

              Act
                Section

            	 	
              Indenture
                Section

            
	 	 	 	 
	
              Section
                310(a)(1)

            	 	 	
              609

            
	
              (a)(2)

            	 	 	
              609

            
	
              (a)(3)

            	 	 	
              Not
                Applicable

            
	
              (a)(4)

            	 	 	
              Not
                Applicable

            
	
              (b)

            	 	 	
              608

            
	
              610

            	 	 	 
	
              Section
                311(a)

            	 	 	
              613

            
	
              (b)

            	 	 	
              613

            
	
              Section
                312(a)

            	 	 	
              701

            
	
              702

            	 	 	 
	
              (b)

            	 	 	
              702

            
	
              (c)

            	 	 	
              702

            
	
              Section
                313(a)

            	 	 	
              703

            
	
              (b)

            	 	 	
              703

            
	
              (c)

            	 	 	
              703

            
	
              (d)

            	 	 	
              703

            
	
              Section
                314(a)

            	 	 	
              704

            
	
              (a)(4)

            	 	 	
              101

            
	
              1004

            	 	 	 
	
              (b)

            	 	 	
              Not
                Applicable

            
	
              (c)(1)

            	 	 	
              102

            
	
              (c)(2)

            	 	 	
              102

            
	
              (c)(3)

            	 	 	
              Not
                Applicable

            
	
              (d)

            	 	 	
              Not
                Applicable

            
	
              (e)

            	 	 	
              102

            
	
              Section
                315(a)

            	 	 	
              601

            
	
              (b)

            	 	 	
              602

            
	
              (c)

            	 	 	
              601

            
	
              (d)

            	 	 	
              601

            
	
              (e)

            	 	 	
              514

            
	
              Section
                316(a)

            	 	 	
              101

            
	
              (a)(1)(A)

            	 	 	
              502

            
	
              512

            	 	 	 
	
              (a)(1)(B)

            	 	 	
              513

            
	
              (a)(2)

            	 	 	
              Not
                Applicable

            
	
              (b)

            	 	 	
              508

            
	
              (c)

            	 	 	
              104

            
	
              Section
                317(a)(1)

            	 	 	
              503

            
	
              (a)(2)

            	 	 	
              504

            
	
              (b)

            	 	 	
              1003

            
	
              Section
                318(a)

            	 	 	
              107

            


    

    

      Note:
        This table of contents shall not, for any purpose, be deemed to be a
        part of the Indenture.

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    Page

    

      
        	
                PARTIES

              	
                1

              
	
                RECITALS
                  OF THE COMPANY

              	
                1

              
	 	 	 
	
                ARTICLE
                  ONE

              
	 
	
                DEFINITIONS
                  AND OTHER PROVISIONS OF GENERAL APPLICATION

              
	 	 	 
	
                Section
                  101.

              	
                Definitions.

              	
                1

              
	 	
                Act

              	
                2

              
	 	
                Affiliate

              	
                2

              
	 	
                Applicable
                  Procedures

              	
                2

              
	 	
                Authenticating
                  Agent

              	
                2

              
	 	
                Board
                  of Directors

              	
                2

              
	 	
                Board
                  Resolution

              	
                2

              
	 	
                Business
                  Day

              	
                2

              
	 	
                Commission

              	
                2

              
	 	
                Common
                  Stock

              	
                2

              
	 	
                Company

              	
                2

              
	 	
                Company
                  Request

              	
                2

              
	 	
                Company
                  Order

              	
                2

              
	 	
                Corporate
                  Trust Office

              	
                2

              
	 	
                corporation

              	
                2

              
	 	
                Covenant
                  Defeasance

              	
                2

              
	 	
                Defaulted
                  Interest

              	
                3

              
	 	
                Defeasance

              	
                3

              
	 	
                Depositary

              	
                3

              
	 	
                Event
                  of Default

              	
                3

              
	 	
                Exchange
                  Act

              	
                3

              
	 	
                Expiration
                  Date

              	
                3

              
	 	
                Global
                  Security

              	
                3

              
	 	
                Holder

              	
                3

              
	 	
                Indenture

              	
                3

              
	 	
                interest

              	
                3

              
	 	
                Interest
                  Payment Date

              	
                3

              
	 	
                Investment
                  Company Act

              	
                3

              
	 	
                Maturity

              	
                3

              
	 	
                Notice
                  of Default

              	
                3

              
	 	
                Officer

              	
                3

              
	 	
                Officers’
                  Certificate

              	
                4

              
	 	
                Opinion
                  of Counsel

              	
                4

              
	 	
                Original
                  Issue Discount Security

              	
                4

              
	 	
                Outstanding

              	
                4

              
	 	
                Paying
                  Agent

              	
                5

              
	 	
                Person

              	
                5

              


      

       

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

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        
          Page

           

        

      

      
        	 	
                Place
                  of Payment

              	
                5

              
	 	
                Predecessor
                  Security

              	
                5

              
	 	
                Redemption
                  Date

              	
                5

              
	 	
                Redemption
                  Price

              	
                5

              
	 	
                Regular
                  Record Date

              	
                5

              
	 	
                Responsible
                  Officer

              	
                5

              
	 	
                Securities

              	
                5

              
	 	
                Securities
                  Act

              	
                5

              
	 	
                Security
                  Register

              	
                5

              
	 	
                Senior
                  Debt

              	
                6

              
	 	
                Special
                  Record Date

              	
                6

              
	 	
                Stated
                  Maturity

              	
                6

              
	 	
                Subsidiary

              	
                6

              
	 	
                Trust
                  Indenture Act

              	
                6

              
	 	
                Trustee

              	
                6

              
	 	
                U.S.
                  Government Obligation

              	
                6

              
	 	
                Vice
                  President

              	
                6

              
	
                Section
                  102.

              	
                Compliance
                  Certificates and Opinions.

              	
                7

              
	
                Section
                  103.

              	
                Form
                  of Documents Delivered to Trustee.

              	
                7

              
	
                Section
                  104.

              	
                Acts
                  of Holders; Record Dates.

              	
                8

              
	
                Section
                  105.

              	
                Notices,
                  Etc., to Trustee and the Company.

              	
                9

              
	
                Section
                  106.

              	
                Notice
                  to Holders; Waiver.

              	
                10

              
	
                Section
                  107.

              	
                Conflict
                  with Trust Indenture Act.

              	
                10

              
	
                Section
                  108.

              	
                Effect
                  of Headings and Table of Contents.

              	
                10

              
	
                Section
                  109.

              	
                Successors
                  and Assigns.

              	
                11

              
	
                Section
                  110.

              	
                Separability
                  Clause.

              	
                11

              
	
                Section
                  111.

              	
                Benefits
                  of Indenture.

              	
                11

              
	
                Section
                  112.

              	
                Governing
                  Law.

              	
                11

              
	
                Section
                  113.

              	
                Legal
                  Holidays.

              	
                11

              
	 	 	 
	
                ARTICLE
                  TWO

              
	 
	
                SECURITY
                  FORMS

              
	 	 	 
	
                Section
                  201.

              	
                Forms
                  Generally.

              	
                11

              
	
                Section
                  202.

              	
                Form
                  of Face of Security.

              	
                12

              
	
                Section
                  203.

              	
                Form
                  of Reverse of Security.

              	
                13

              
	
                Section
                  204.

              	
                Form
                  of Legend for Global Securities.

              	
                16

              
	
                Section
                  205.

              	
                Form
                  of Trustee’s Certificate of Authentication.

              	
                17

              
	 	 	 
	
                ARTICLE
                  THREE

              
	 
	
                THE
                  SECURITIES

              
	 	 	 
	
                Section
                  301.

              	
                Amount
                  Unlimited; Issuable in Series.

              	
                17

              
	
                Section
                  302.

              	
                Denominations.

              	
                20

              
	
                Section
                  303.

              	
                Execution,
                  Authentication, Delivery and Dating.

              	
                20

              
	
                Section
                  304.

              	
                Temporary
                  Securities.

              	
                21

              
	
                Section
                  305.

              	
                Registration,
                  Registration of Transfer and Exchange.

              	
                22

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

         

        
          Page

        

         

      

      
        	
                Section
                  306.

              	
                Mutilated,
                  Destroyed, Lost and Stolen Securities.

              	
                23

              
	
                Section
                  307.

              	
                Payment
                  of Interest; Interest Rights Preserved.

              	
                24

              
	
                Section
                  308.

              	
                Persons
                  Deemed Owners.

              	
                25

              
	
                Section
                  309.

              	
                Cancellation.

              	
                25

              
	
                Section
                  310.

              	
                Computation
                  of Interest.

              	
                26

              
	
                Section
                  311.

              	
                CUSIP
                  Numbers.

              	
                26

              
	 	 	 
	
                ARTICLE
                  FOUR

              
	 
	
                SATISFACTION
                  AND DISCHARGE

              
	 	 	 
	
                Section
                  401.

              	
                Satisfaction
                  and Discharge of Indenture.

              	
                26

              
	
                Section
                  402.

              	
                Application
                  of Trust Money.

              	
                27

              
	 	 	 
	
                ARTICLE
                  FIVE

              
	 
	
                REMEDIES

              
	 	 	 
	
                Section
                  501.

              	
                Events
                  of Default.

              	
                27

              
	
                Section
                  502.

              	
                Acceleration
                  of Maturity; Rescission and Annulment.

              	
                29

              
	
                Section
                  503.

              	
                Collection
                  of Indebtedness and Suits for Enforcement by Trustee.

              	
                30

              
	
                Section
                  504.

              	
                Trustee
                  May File Proofs of Claim.

              	
                30

              
	
                Section
                  505.

              	
                Trustee
                  May Enforce Claims Without Possession of Securities.

              	
                31

              
	
                Section
                  506.

              	
                Application
                  of Money Collected.

              	
                31

              
	
                Section
                  507.

              	
                Limitation
                  on Suits.

              	
                31

              
	
                Section
                  508.

              	
                Unconditional
                  Right of Holders to Receive Principal, Premium and
                  Interest.

              	
                32

              
	
                Section
                  509.

              	
                Restoration
                  of Rights and Remedies.

              	
                32

              
	
                Section
                  510.

              	
                Rights
                  and Remedies Cumulative.

              	
                32

              
	
                Section
                  511.

              	
                Delay
                  or Omission Not Waiver.

              	
                32

              
	
                Section
                  512.

              	
                Control
                  by Holders.

              	
                33

              
	
                Section
                  513.

              	
                Waiver
                  of Past Defaults.

              	
                33

              
	
                Section
                  514.

              	
                Undertaking
                  for Costs.

              	
                33

              
	
                Section
                  515.

              	
                Waiver
                  of Usury, Stay or Extension Laws.

              	
                33

              
	 	 	 
	
                ARTICLE
                  SIX

              
	 
	
                THE
                  TRUSTEE

              
	 	 	 
	
                Section
                  601.

              	
                Certain
                  Duties and Responsibilities.

              	
                34

              
	
                Section
                  602.

              	
                Notice
                  of Defaults.

              	
                34

              
	
                Section
                  603.

              	
                Certain
                  Rights of Trustee.

              	
                34

              
	
                Section
                  604.

              	
                Not
                  Responsible for Recitals or Issuance of Securities.

              	
                35

              
	
                Section
                  605.

              	
                May
                  Hold Securities.

              	
                36

              
	
                Section
                  606.

              	
                Money
                  Held in Trust.

              	
                36

              
	
                Section
                  607.

              	
                Compensation
                  and Reimbursement.

              	
                36

              
	
                Section
                  608.

              	
                Disqualification;
                  Conflicting Interests.

              	
                37

              
	
                Section
                  609.

              	
                Corporate
                  Trustee Required; Eligibility.

              	
                37

              
	
                Section
                  610.

              	
                Resignation
                  and Removal; Appointment of Successor.

              	
                37

              


      

       

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

         

        
          Page

        

         

      

      
        	
                Section
                  611.

              	
                Acceptance
                  of Appointment by Successor.

              	
                38

              
	
                Section
                  612.

              	
                Merger,
                  Conversion, Consolidation or Succession to Business.

              	
                39

              
	
                Section
                  613.

              	
                Preferential
                  Collection of Claims Against the Company.

              	
                40

              
	
                Section
                  614.

              	
                Appointment
                  of Authenticating Agent.

              	
                40

              
	 	 	 
	
                ARTICLE
                  SEVEN

              
	 
	
                HOLDERS’
                  LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

              
	 	 	 
	
                Section
                  701.

              	
                Company
                  to Furnish Trustee Names and Addresses of Holders.

              	
                41

              
	
                Section
                  702.

              	
                Preservation
                  of Information; Communications to Holders.

              	
                42

              
	
                Section
                  703.

              	
                Reports
                  by Trustee.

              	
                42

              
	
                Section
                  704.

              	
                Reports
                  by the Company.

              	
                42

              
	 	 	 
	
                ARTICLE
                  EIGHT

              
	 
	
                CONSOLIDATION,
                  MERGER, CONVEYANCE, TRANSFER OR LEASE

              
	 	 	 
	
                Section
                  801.

              	
                Company
                  May Consolidate, Etc., Only on Certain Terms.

              	
                43

              
	
                Section
                  802.

              	
                Successor
                  Substituted.

              	
                43

              
	 	 	 
	
                ARTICLE
                  NINE

              
	 
	
                SUPPLEMENTAL
                  INDENTURES

              
	 	 	 
	
                Section
                  901.

              	
                Supplemental
                  Indentures Without Consent of Holders.

              	
                44

              
	
                Section
                  902.

              	
                Supplemental
                  Indentures With Consent of Holders.

              	
                45

              
	
                Section
                  903.

              	
                Execution
                  of Supplemental Indentures.

              	
                46

              
	
                Section
                  904.

              	
                Effect
                  of Supplemental Indentures.

              	
                46

              
	
                Section
                  905.

              	
                Conformity
                  with Trust Indenture Act.

              	
                46

              
	
                Section
                  906.

              	
                Reference
                  in Securities to Supplemental Indentures.

              	
                46

              
	
                Section
                  907.

              	
                Subordination
                  Unimpaired.

              	
                47

              
	 	 	 
	
                ARTICLE
                  TEN

              
	 
	
                COVENANTS

              
	 	 	 
	
                Section
                  1001.

              	
                Payment
                  of Principal, Premium and Interest.

              	
                47

              
	
                Section
                  1002.

              	
                Maintenance
                  of Office or Agency.

              	
                47

              
	
                Section
                  1003.

              	
                Money
                  for Securities Payments to Be Held in Trust.

              	
                47

              
	
                Section
                  1004.

              	
                Statement
                  by Officers as to Default.

              	
                48

              
	
                Section
                  1005.

              	
                Existence.

              	
                49

              
	
                Section
                  1006.

              	
                Payment
                  of Taxes and Other Claims.

              	
                49

              
	
                Section
                  1007.

              	
                Waiver
                  of Certain Covenants.

              	
                49

              
	
                Section
                  1008.

              	
                Calculation
                  of Original Issue Discount.

              	
                49

              


      

       

      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

        
           

          Page

        

      

      
        	 	 	 
	
                ARTICLE
                  ELEVEN

              
	 
	
                REDEMPTION
                  OF SECURITIES

              
	 	 	 
	
                Section
                  1101.

              	
                Applicability
                  of Article.

              	
                50

              
	
                Section
                  1102.

              	
                Election
                  to Redeem; Notice to Trustee.

              	
                50

              
	
                Section
                  1103.

              	
                Selection
                  by Trustee of Securities to Be Redeemed.

              	
                50

              
	
                Section
                  1104.

              	
                Notice
                  of Redemption.

              	
                51

              
	
                Section
                  1105.

              	
                Deposit
                  of Redemption Price.

              	
                51

              
	
                Section
                  1106.

              	
                Securities
                  Payable on Redemption Date.

              	
                52

              
	
                Section
                  1107.

              	
                Securities
                  Redeemed in Part.

              	
                52

              
	 	 	 
	
                ARTICLE
                  TWELVE

              
	 
	
                SINKING
                  FUNDS

              
	 	 	 
	
                Section
                  1201.

              	
                Applicability
                  of Article.

              	
                52

              
	
                Section
                  1202.

              	
                Satisfaction
                  of Sinking Fund Payments with Securities.

              	
                53

              
	
                Section
                  1203.

              	
                Redemption
                  of Securities for Sinking Fund.

              	
                53

              
	 	 	 
	
                ARTICLE
                  THIRTEEN

              
	 
	
                DEFEASANCE
                  AND COVENANT DEFEASANCE

              
	 	 	 
	
                Section
                  1301.

              	
                Company’s
                  Option to Effect Defeasance or Covenant Defeasance.

              	
                53

              
	
                Section
                  1302.

              	
                Defeasance
                  and Discharge.

              	
                53

              
	
                Section
                  1303.

              	
                Covenant
                  Defeasance.

              	
                54

              
	
                Section
                  1304.

              	
                Conditions
                  to Defeasance or Covenant Defeasance.

              	
                54

              
	
                Section
                  1305.

              	
                Deposited
                  Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
                  Provisions.

              	
                56

              
	
                Section
                  1306.

              	
                Reinstatement.

              	
                57

              
	 	 	 
	
                ARTICLE
                  FOURTEEN

              
	 
	
                SUBORDINATION
                  OF SECURITIES

              
	 	 	 
	
                Section
                  1401.

              	
                Securities
                  Subordinate to Senior Debt.

              	
                57

              
	
                Section
                  1402.

              	
                Payment
                  Over of Proceeds Upon Dissolution, Etc.

              	
                57

              
	
                Section
                  1403.

              	
                Prior
                  Payment to Senior Debt upon Acceleration of Securities.

              	
                58

              
	
                Section
                  1404.

              	
                No
                  Payment When Senior Debt in Default.

              	
                59

              
	
                Section
                  1405.

              	
                Payment
                  Permitted in Certain Situations.

              	
                59

              
	
                Section
                  1406.

              	
                Subrogation
                  to Rights of Holders of Senior Debt.

              	
                60

              
	
                Section
                  1407.

              	
                Provisions
                  Solely to Define Relative Rights.

              	
                60

              
	
                Section
                  1408.

              	
                Trustee
                  to Effectuate Subordination.

              	
                60

              
	
                Section
                  1409.

              	
                No
                  Waiver of Subordination Provisions.

              	
                60

              
	
                Section
                  1410.

              	
                Notice
                  to Trustee.

              	
                61

              
	
                Section
                  1411.

              	
                Reliance
                  on Judicial Order or Certificate of Liquidating Agent.

              	
                61

              
	
                Section
                  1412.

              	
                Trustee
                  Not Fiduciary for Holders of Senior Debt.

              	
                62

              


      

       

      
        
          
          

        

        
          -v-

          
            

          

        

        
          
          

        

         

        
          Page

           

        

      

      
        	
                Section
                  1413.

              	
                Rights
                  of Trustee as Holder of Senior Debt; Preservation of Trustee’s
                  Rights.

              	
                62

              
	
                Section
                  1414.

              	
                Article
                  Applicable to Paying Agents.

              	
                62

              


      

    

     

    
      
        
        

      

      
        -vi-

        
          

        

      

      
        
        

      

    

    


    INDENTURE,
      dated as of November 25, 2003, between Northstar Realty Finance Corp., a
      corporation duly organized and existing under the laws of the State of Maryland
      (herein called the “Company”), having its principal office at 527 Madison
      Avenue, New York, New York 10022, and
      [                                        ],
      a
      [                     ],
      as Trustee (herein called the “Trustee”).

    


    Recitals
      of the Company

    


    The
      Company has duly authorized the execution and delivery of this Indenture to
      provide for the issuance from time to time of its unsecured debentures, notes
      or
      other evidences of indebtedness (herein called the “Securities”) to be issued in
      one or more series as in this Indenture provided.

    


    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 agreed, for the equal and proportionate benefit
      of all Holders of the Securities or of 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 Trust Indenture Act, either directly
      or by reference therein, have the meanings assigned to them
      therein;

    


    (3) all
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with generally accepted accounting principles, and, except as
      otherwise herein expressly provided, the term “generally accepted accounting
      principles” with respect to any computation required or permitted hereunder
      shall mean such accounting principles as are generally accepted in the United
      States of America at the date of such computation;

    


    (4) unless
      the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this Indenture;
      and

    


    (5) 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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


    “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.

    


    “Applicable
      Procedures” of a Depositary means, with respect to any matter at any time, the
      policies and procedures of such Depositary, if any, that are applicable to
      such
      matter at such time.

    


    “Authenticating
      Agent” means any Person authorized by the Trustee pursuant to Section 614
      to act on behalf of the Trustee to authenticate Securities of one or more
      series.

    


    “Board
      of
      Directors” means either the board of directors of the Company or any duly
      authorized committee of that board.

    


    “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 of
      Directors 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, means each Monday,
      Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
      institutions in that Place of Payment are authorized or obligated by law or
      executive order to close.

    


    “Commission”
      means the Securities and Exchange Commission, from time to time constituted,
      created under the Exchange Act, or, if at any time after the 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 at such time.

    


    “Common
      Stock” means the common stock, par value $0.01 per share, of the
      Company.

    


    “Company”
      means as referred to in the first paragraph of this instrument.

    


    “Company
      Request” or “Company Order” means a written request or order signed in the name
      of the Company by the Chairman of the Board, the Vice Chairman of the Board,
      the
      President or a Vice President, and by the Treasurer, an Assistant Treasurer,
      the
      Controller, the Secretary or an Assistant Secretary of the Company, and
      delivered to the Trustee.

    


    “Corporate
      Trust Office” means the principal office of the Trustee in
      [                              ]
      at which at any particular time its corporate trust business shall be
      administered, which office at the date hereof is located at
      [                                          ].

    


    “corporation”
      means a corporation, association, company, limited liability company,
      joint-stock company or business trust.

    


    “Covenant
      Defeasance” has the meaning specified in Section 1303.

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    “Defaulted
      Interest” has the meaning specified in Section 307.

    


    “Defeasance”
      has the meaning specified in Section 1302.

    


    “Depositary”
      means, with respect to Securities of any series issuable in whole or in part
      in
      the form of one or more Global Securities, any Person that is designated to
      act
      as Depositary for such Securities as contemplated by
      Section 301.

    


    “Event
      of
      Default” has the meaning specified in Section 501.

    


    “Exchange
      Act” means the Securities Exchange Act of 1934 and any statute successor
      thereto, in each case as amended from time to time.

    


    “Expiration
      Date” has the meaning specified in Section 104.

    


    “Global
      Security” means a Security that evidences all or part of the Securities of any
      series and bears the legend set forth in Section 204 (or such legend as may
      be specified as contemplated by Section 301 for such
      Securities).

    


    “Holder”
      means a Person in whose name a Security is registered in the Security
      Register.

    


    “Indenture”
      means this instrument as originally executed and 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, including, for all purposes
      of this instrument and any such supplemental indenture, the provisions of the
      Trust Indenture Act that are deemed to be a part of and govern this instrument
      and any such supplemental indenture, respectively. The term “Indenture” shall
      also include the terms of particular series of Securities established as
      contemplated by Section 301.

    


    “interest”,
      when used with respect to an Original Issue Discount Security which by its
      terms
      bears interest only after Maturity, means interest payable after
      Maturity.

    


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

    


    “Investment
      Company Act” means the Investment Company Act of 1940 and any statute successor
      thereto, in each case as amended from time to time.

    


    “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, call for redemption or otherwise.

    


    “Notice
      of Default” means a written notice of the kind specified in Section 501(4)
      or 501(5).

    


    “Officer”
      means the Chairman of the Board, a Vice Chairman of the Board, the President
      or
      any Vice President, the Treasurer or the Secretary, of the Company.

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    “Officers’
      Certificate” means a certificate signed by any two Officers or by any Officer
      and an Assistant Treasurer or an Assistant Secretary of the Company or any
      Person designated by an Officer in writing as authorized to execute and deliver
      such certificate, and delivered to the Trustee. One of the Officers signing
      an
      Officers’ Certificate given pursuant to Section 1004 shall be the principal
      executive, financial or accounting officer of the Company.

    


    “Opinion
      of Counsel” means a written opinion of counsel, who may be counsel for the
      Company.

    


    “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:

    


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

    


    (2) Securities
      for whose payment or redemption 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;
      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;

    


    (3) Securities
      as to which Defeasance has been effected pursuant to Section 1302;
      and

    


    (4) 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;

    


    provided,
      however,
      that in
      determining whether the Holders of the requisite principal amount of the
      Outstanding Securities have given, made or taken any request, demand,
      authorization, direction, notice, consent, waiver or other action hereunder
      as
      of any date, (A) the principal amount of an Original Issue Discount
      Security which shall be deemed to be Outstanding shall be the amount of the
      principal thereof which would be due and payable as of such date upon
      acceleration of the Maturity thereof to such date pursuant to Section 502,
      (B) if, as of such date, the principal amount payable at the Stated
      Maturity of a Security is not determinable, the principal amount of such
      Security which shall be deemed to be Outstanding shall be the amount as
      specified or determined as contemplated by Section 301, (C) the
      principal amount of a Security denominated in one or more foreign currencies
      or
      currency units which shall be deemed to be Outstanding shall be the U.S. dollar
      equivalent, determined as of such date in the manner provided as contemplated
      by
      Section 301, of the principal amount of such Security (or, in the case of a
      Security described in Clause (A) or (B) above, of the amount determined as
      provided in such Clause), and (D) Securities owned by the Company or any
      other obligor upon the Securities or 


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

      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 relying upon any such
        request, demand, authorization, direction, notice, consent, waiver or other
        action, only Securities which a Responsible Officer of 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 or any
      premium or interest on any Securities on behalf of the Company.

    


    “Person”
      means any individual, corporation, partnership, joint venture, trust,
      unincorporated organization or government or any agency or political subdivision
      thereof.

    


    “Place
      of
      Payment”, when used with respect to the Securities of any series, means the
      place or places where the principal of and any premium and interest on the
      Securities of that series are payable as specified as contemplated by
      Section 301.

    


    “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 shall be deemed to evidence the same debt
      as
      the mutilated, destroyed, lost or stolen Security.

    


    “Redemption
      Date”, when used with respect to any Security to be redeemed, 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.

    


    “Regular
      Record Date” for the interest payable on any Interest Payment Date on the
      Securities of any series means the date specified for that purpose as
      contemplated by Section 301.

    


    “Responsible
      Officer”, when used with respect to the Trustee, means any vice president, any
      assistant treasurer, any trust officer or assistant trust officer 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 matter, any other officer to whom such matter
      is
      referred because of his knowledge of and familiarity with the particular
      subject.

    


    “Securities”
      has the meaning stated in the first recital of this Indenture and more
      particularly means any Securities authenticated and delivered under this
      Indenture.

    


    “Securities
      Act” means the Securities Act of 1933 and any statute successor thereto, in each
      case as amended from time to time.

    


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

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    “Senior
      Debt” means the principal of (and premium, if any) and interest (including
      interest accruing on or after the filing of any petition in bankruptcy or for
      reorganization relating to the Company to the extent that such claim for
      post-petition interest is allowed in such proceeding) on all indebtedness of
      the
      Company (including indebtedness of others guaranteed by the Company), other
      than
      the Securities, whether outstanding on the date of this Indenture or thereafter
      created, incurred or assumed, which is (i) for money borrowed,
      (ii) evidenced by a note or similar instrument given in connection with the
      acquisition of any businesses, properties or assets of any kind or
      (iii) obligations of the Company as lessee under leases required to be
      capitalized on the balance sheet of the lessee under generally accepted
      accounting principles or leases of property or assets made as part of any sale
      and lease-back transaction to which the Company is a party, including
      amendments, renewals, extensions, modifications and refundings of any such
      indebtedness or obligation, unless in any case in the instrument creating or
      evidencing any such indebtedness or obligation or pursuant to which the same
      is
      outstanding it is provided that such indebtedness or obligation is not superior
      in right of payment to the Securities.

    


    “Special
      Record Date” for the payment of any Defaulted Interest means a date fixed by the
      Trustee pursuant to Section 307.

    


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

    


    “Subsidiary”
      means a corporation more than 50% of the outstanding voting stock of which
      is
      owned, directly or indirectly, by the Company or by one or more other
      Subsidiaries, or by the Company and one or more other Subsidiaries. For the
      purposes of this definition, “voting stock” means stock which ordinarily has
      voting power for the election of directors or trustees, 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” means the Trust Indenture Act of 1939 as in force at the date as
      of which this instrument was executed; provided,
      however,
      that in
      the event the Trust Indenture Act of 1939 is amended after such date, “Trust
      Indenture Act” means, to the extent required by any such amendment, the Trust
      Indenture Act of 1939 as so amended.

    


    “Trustee”
      means the Person named as the “Trustee” in the first paragraph of this
      instrument 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, and if at any time there
      is
      more than one such Person, “Trustee” as used with respect to the Securities of
      any series shall mean the Trustee with respect to Securities of that
      series.

    


    “U.S.
      Government Obligation” has the meaning specified in
      Section 1304.

    


    “Vice
      President”, when used with respect to the Company or the Trustee, means any vice
      president, whether or not designated by a number or a word or words added before
      or after the title “vice president”.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    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 such
      certificates and opinions as may be required under the Trust Indenture Act.
      Each
      such certificate or opinion shall be given in the form of an Officers’
Certificate, if to be given by an officer of the Company, or an Opinion of
      Counsel, if to be given by counsel, and shall comply with the requirements
      of
      the Trust Indenture Act and any other requirements set forth in this
      Indenture.

    


    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (except for certificates provided for in
      Section 1004) shall include,

    


    (1) a
      statement that each individual signing such certificate or opinion has read
      such
      covenant or condition 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 or she has made
      such
      examination or investigation as is necessary to enable him or her to express
      an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and

    


    (4) a
      statement as to whether, in the opinion of each such individual, such condition
      or covenant has been complied with.

     

    SECTION
      103. Form
      of Documents Delivered to Trustee.

    


    In
      any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.

    


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

    


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

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    SECTION
      104. Acts
      of Holders; Record Dates.

    


    Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided or permitted by this Indenture to be given, made or taken by
      Holders may be embodied in and evidenced by one or more instruments of
      substantially similar tenor signed by such Holders in person or by agent duly
      appointed in writing; and, except as herein otherwise expressly provided, such
      action shall become effective when such instrument or instruments are delivered
      to the Trustee and, where it is hereby expressly required, to the Company.
      Such
      instrument or instruments (and the action embodied therein and evidenced
      thereby) are herein sometimes referred to as the “Act” of the Holders signing
      such instrument or instruments. Proof of execution of any such instrument or
      of
      a writing appointing any such agent shall be sufficient for any purpose of
      this
      Indenture and (subject to Section 601) conclusive in favor of the Trustee
      and the Company, if made in the manner provided in this Section.

    


    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 manner which the
      Trustee deems sufficient.

    


    The
      ownership of Securities shall be proved by the Security Register.

    


    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 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 or the Company
      in
      reliance thereon, whether or not notation of such action is made upon such
      Security.

    


    The
      Company may, in the circumstances permitted by the Trust Indenture Act, set
      any
      day as a record date for the purpose of determining the Holders of Outstanding
      Securities of any series entitled to give, make or take any request, demand,
      authorization, direction, notice, consent, waiver or other action provided
      or
      permitted by this Indenture to be given, made or taken by Holders of Securities
      of such series, provided that the Company may not set a record date for, and
      the
      provisions of this paragraph shall not apply with respect to, the giving or
      making of any notice, declaration, request or direction referred to in the
      next
      paragraph. If any record date is set pursuant to this paragraph, the Holders
      of
      Outstanding Securities of the relevant series on such record date, and no other
      Holders, shall be entitled to take the relevant action, whether or not such
      Holders remain Holders after such record date; provided
      that no
      such action shall be effective hereunder unless taken on or prior to the
      applicable Expiration Date by Holders of the requisite principal amount of
      Outstanding Securities of such series on such record date. Nothing in this
      paragraph shall be construed to prevent the Company from setting a new record
      date for any action for which a record date has previously been set pursuant
      to
      this paragraph (whereupon the record date previously set shall automatically
      and
      with no action by any Person be cancelled and of no effect), and nothing in
      this
      paragraph shall be construed to render ineffective any action taken by Holders
      of the requisite principal amount of Outstanding Securities of the relevant
      series on the date such action is taken. Promptly after any record date is
      set
      pursuant to this paragraph, 


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

      the
        Company, at its own expense, shall cause notice
        of such record date, the proposed action by Holders and the applicable
        Expiration Date to be given to the Trustee in writing and to each Holder
        of
        Securities of the relevant series in the manner set forth in
        Section 106.

       

    

    The
      Trustee may set any day as a record date for the purpose of determining the
      Holders of Outstanding Securities of any series entitled to join in the giving
      or making of (i) any Notice of Default, (ii) any declaration of
      acceleration referred to in Section 502, (iii) any request to
      institute proceedings referred to in Section 507(2) or (iv) any
      direction referred to in Section 512, in each case with respect to
      Securities of such series. If any record date is set pursuant to this paragraph,
      the Holders of Outstanding Securities of such series on such record date, and
      no
      other Holders, shall be entitled to join in such notice, declaration, request
      or
      direction, whether or not such Holders remain Holders after such record date;
      provided
      that no
      such action shall be effective hereunder unless taken on or prior to the
      applicable Expiration Date by Holders of the requisite principal amount of
      Outstanding Securities of such series on such record date. Nothing in this
      paragraph shall be construed to prevent the Trustee from setting a new record
      date for any action for which a record date has previously been set pursuant
      to
      this paragraph (whereupon the record date previously set shall automatically
      and
      with no action by any Person be cancelled and of no effect), and nothing in
      this
      paragraph shall be construed to render ineffective any action taken by Holders
      of the requisite principal amount of Outstanding Securities of the relevant
      series on the date such action is taken. Promptly after any record date is
      set
      pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause
      notice of such record date, the proposed action by Holders and the applicable
      Expiration Date to be given to the Company in writing and to each Holder of
      Securities of the relevant series in the manner set forth in
      Section 106.

    


    With
      respect to any record date set pursuant to this Section, the party hereto which
      sets such record dates may designate any day as the “Expiration Date” and from
      time to time may change the Expiration Date to any earlier or later day;
provided
      that no
      such change shall be effective unless notice of the proposed new Expiration
      Date
      is given to the other party hereto in writing, and to each Holder of Securities
      of the relevant series in the manner set forth in Section 106, on or prior
      to the existing Expiration Date. If an Expiration Date is not designated with
      respect to any record date set pursuant to this Section, the party hereto which
      set such record date shall be deemed to have initially designated the 180th
      day
      after such record date as the Expiration Date with respect thereto, subject
      to
      its right to change the Expiration Date as provided in this paragraph.
      Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
      day after the applicable record date.

    


    Without
      limiting the foregoing, a Holder entitled hereunder to take any action hereunder
      with regard to any particular Security may do so with regard to all or any
      part
      of the principal amount of such Security or by one or more duly appointed agents
      each of which may do so pursuant to such appointment with regard to all or
      any
      part of such principal amount.

     

    SECTION
      105. Notices,
      Etc., to Trustee and the 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,

    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (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
      [                                           ],
      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 instrument,
      Attention:  [                            ],
      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 to Holders of any event, such notice shall
      be
      sufficiently given (unless otherwise herein expressly provided) if in writing
      and mailed, first-class postage prepaid, to each Holder affected by such event,
      at his or her address as it appears in the Security Register, not later than
      the
      latest date (if any), and not earlier than the earliest date (if any),
      prescribed for the giving of such notice. In any case where notice to Holders
      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. 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.

    


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

    


    Where
      this Indenture provides for notice of any event to a Holder of a Global
      Security, such notice shall be sufficiently given if given to the Depositary
      for
      such Security (or its designee), pursuant to its Applicable Procedures, not
      later than the latest date (if any), and not earlier than the earliest date
      (if
      any), prescribed for the giving of such notice.

     

    SECTION
      107. Conflict
      with Trust Indenture Act.

    


    If
      any
      provision hereof limits, qualifies or conflicts with a provision of the Trust
      Indenture Act that is required under such Act to be a part of and govern this
      Indenture, the latter provision shall control. If any provision of this
      Indenture modifies or excludes any provision of the Trust Indenture Act that
      may
      be so modified or excluded, the latter provision shall be deemed to apply to
      this Indenture as so modified or to be excluded, as the case may
      be.

     

    SECTION
      108. Effect
      of Headings and Table of Contents.

    


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

     

    
      
        
        

      

      
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    SECTION
      109. 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
      110. Separability
      Clause.

    


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

     

    SECTION
      111. Benefits
      of Indenture.

    


    Nothing
      in this Indenture or in the Securities, express or implied, shall give to any
      Person, other than the parties hereto and their successors hereunder, the
      holders of Senior Debt and the Holders, any benefit or any legal or equitable
      right, remedy or claim under this Indenture.

     

    SECTION
      112. Governing
      Law.

    


    This
      Indenture and the Securities shall be governed by and construed in accordance
      with the law of the State of New York.

     

    SECTION
      113. Legal
      Holidays.

    


    In
      any
      case where any Interest Payment Date, Redemption Date 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 of the Securities
      (other than a provision of any Security which specifically states that such
      provision shall apply in lieu of this Section)) payment of interest or principal
      (and premium, if any) need not be made at such Place of Payment on such date,
      but may be made on the next succeeding Business Day at such Place of Payment
      with the same force and effect as if made on the Interest Payment Date or
      Redemption Date, or at the Maturity, provided
      that no
      interest shall accrue with respect to such payment for the period from and
      after
      such Interest Payment Date, Redemption Date or Maturity, as the case may be
      to
      the date of such payment.

    


    ARTICLE
      TWO

     

    SECURITY
      FORMS

     

    SECTION
      201. Forms
      Generally.

    


    The
      Securities of each series shall be in substantially the form set forth in this
      Article, or in such other form as shall be established by or pursuant to a
      Board
      Resolution or in one or more indentures supplemental hereto, in each case with
      such appropriate insertions, omissions, substitutions and other variations
      as
      are required or permitted by this Indenture, and may have such letters, numbers
      or other marks of identification and such legends or endorsements placed thereon
      as may be required to comply with the rules of any securities exchange or
      Depositary therefor or as may, consistently herewith, be determined by the
      officers executing such Securities, as evidenced by their execution thereof.
      If
      the form of Securities of any series is established by action taken pursuant
      to
      a Board Resolution, a copy of an appropriate record of such action 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 Company Order
      contemplated by Section 303 for the authentication and delivery of such
      Securities.

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    The
      definitive Securities shall be printed, lithographed or engraved on steel
      engraved borders or may be produced in any other manner, all as determined
      by
      the officers executing such Securities, as evidenced by their execution of
      such
      Securities.

     

    SECTION
      202. Form
      of Face of Security.

    


    [Insert
      any legend required by the Internal Revenue Code and the regulations
      thereunder.]

    


    Northstar
      Realty Finance Corp.

    


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

     

    
      	No........	
              $.......

            


    

    
CUSIP
      No.
      ________                     


    


    NORTHSTAR
      REALTY FINANCE CORP., a corporation duly organized and existing under the laws
      of Maryland (herein called the “Company”, which term includes any successor
      Person under the Indenture hereinafter referred to), for value received, hereby
      promises to pay to ...............................,
      or
      registered assigns, the principal sum of ........
      Dollars
      on .................................................... [if
      this Security is to bear interest prior to Maturity, insert
      - , and
      to pay interest thereon from the most recent Interest Payment Date to which
      interest has been paid or duly provided for, semi-annually on ............
      and
............
      in each
      year, commencing .................. and at the Maturity thereof, at the rate of [__%]
      per
      annum, until the principal hereof is paid or made available for payment,
[if
      applicable, insert -
      provided that any principal and premium, and any such instalment of interest,
      which is overdue shall bear interest at the rate of [____%]
      per
      annum (to the extent that the payment of such interest shall be legally
      enforceable), from the dates such amounts are due until they are paid or made
      available for payment, and such interest shall be payable on demand].
      The
      interest so payable, and punctually paid or duly provided for, on any Interest
      Payment Date will, as provided in such Indenture, be paid to the Person in
      whose
      name this Security (or one or more Predecessor Securities) is registered at
      the
      close of business on the Regular Record Date for such interest, which shall
      be
      the .......
      or
.......
      (whether
      or not a Business Day), as the case may be, next preceding such Interest Payment
      Date. Any such interest so payable, but not punctually paid or duly provided
      for, on any Interest Payment Date will forthwith cease to be payable to the
      Holder on such Regular Record Date and may either be paid to the Person in
      whose
      name this Security (or one or more Predecessor Securities) is registered at
      the
      close of business on a Special Record Date for the payment of such Defaulted
      Interest to be fixed by the Trustee, notice whereof shall be given to Holders
      of
      Securities of this series not less than 10 days prior to such Special Record
      Date, or be paid at any time in any other lawful manner not inconsistent with
      the requirements of any securities exchange on which the Securities of this
      series may be listed, and upon such notice as may be required by such exchange,
      all as more fully provided in said Indenture.]

    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    [If
      the Security is not to bear interest prior to Maturity, insert -
      The
      principal of this Security shall not bear interest except in the case of a
      default in payment of principal upon acceleration, upon redemption or at Stated
      Maturity and in such case the overdue principal and any overdue premium shall
      bear interest at the rate of _____% per annum (to the extent that the payment
      of
      such interest shall be legally enforceable), from the dates such amounts are
      due
      until they are paid or made available for payment.]

    


    Payment
      of the principal of (and premium, if any) and [if
      applicable, insert -
      any
      such]
      interest
      on this Security will be made at the office or agency of the Company maintained
      for that purpose in New York, New York, in such coin or currency of the United
      States of America as at the time of payment is legal tender for payment of
      public and private debts, against surrender of this Security in the case of
      any
      payment due at the Maturity of the principal hereof (other than any payment
      of
      interest that first becomes payable on a day other than an Interest Payment
      Date); provided,
      however,
      that at
      the option of the Company payment of interest may be made by check mailed to
      the
      address of the Person entitled thereto as such address shall appear in the
      Security Register; and provided,
      further,
      that if
      this Security is a Global Security, payment may be made pursuant to the
      Applicable Procedures of the Depositary as permitted in said
      Indenture.

    


    Reference
      is hereby made to the further provisions of this Security set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

    


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

    


    In
      Witness Whereof,
      the
      Company has caused this instrument to be duly executed under its trust
      seal.

     

    
      	 	
              NORTHSTAR
                REALTY FINANCE CORP.

              


              


              


              


              By_________________________________

            


    

    
Attest:

    


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

     

    SECTION
      203. Form
      of Reverse of Security.

    


    This
      Security is one of a duly authorized issue of securities of the Company (herein
      called the “Securities”), issued and to be issued in one or more series under an
      Indenture, dated as of , (herein called the “Indenture”, which term shall have
      the meaning assigned to it in such instrument), between the Company and
      [                                 ],
      as Trustee (herein called the “Trustee”, which term includes any successor
      trustee under the Indenture), and reference is hereby made to the Indenture
      for
      a statement of the respective rights, limitations of rights, duties and
      immunities thereunder of the Company, the Trustee and the Holders of the
      Securities and of the terms upon which the Securities are, and are to be,
      authenticated and delivered. This Security is one of the series designated
      on
      the face hereof [if
      applicable, insert -
      [initially] limited in aggregate principal amount to $________]
      [,
      provided
      that the
      Company may, without the consent of any Holder, at any time and from time to
      time increase the initial principal amount].

    


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    [If
      applicable, insert -
      The
      Securities of this series are subject to redemption upon not less than
      30 days’ nor more than 60 days’ notice by mail, [if
      applicable, insert -
      (1) on ........... in any year commencing with the year ________ and ending
      with the year _________ through operation of the sinking fund for this series
      at
      a Redemption Price equal to 100% of the principal amount, and (2)] at
      any
      time [if
      applicable, insert -
      on or
      after .........,
      20  ],
      as a
      whole or in part, at the election of the Company, at the following Redemption
      Prices (expressed as percentages of the principal amount): If redeemed during
      the 12-month period beginning ......
      of
      the
      years indicated, 

     

    
      	
               

              Year

            	
              Redemption

                  Price    

            	
              Year

            	
              Redemption

                  Price    

            
	 	 	 	 
	 	 	 	 


    

    


    and
      thereafter at a Redemption Price equal to .....%
      of the
      principal amount, together in the case of any such redemption [(whether
      through operation of the sinking fund or otherwise)]
      with
      accrued interest to the Redemption Date, but interest installments whose Stated
      Maturity is on or prior to such Redemption Date will be payable to the Holders
      of such Securities, or one or more Predecessor Securities, of record at the
      close of business on the relevant Record Dates referred to on the face hereof,
      all as provided in the Indenture.]

    


    [If applicable,
      insert
      - The
      sinking fund for this series provides for the redemption on ......
      in each
      year beginning with the year ......
      and
      ending with the year .....
      of
[if
      applicable, insert -
      not less
      than $..........
      (“mandatory sinking fund”) and not more than]
      $.........
      aggregate principal amount of Securities of this series. Securities of this
      series acquired or redeemed by the Company otherwise than through [if
      applicable, insert -
      mandatory]
      sinking
      fund payments may be credited against subsequent [if
      applicable, insert -
      mandatory]
      sinking
      fund payments otherwise required to be made [if
      applicable, insert -
      , in the
      inverse order in which they become due].]

    


    [If
      the Security is subject to redemption of any kind, insert
      - In the
      event of redemption of this Security in part only, a new Security or Securities
      of this series and of like tenor for the unredeemed portion hereof will be
      issued in the name of the Holder hereof upon the cancellation
      hereof.]

    


    The
      Company covenants and agrees, and each Holder of a Security, by his acceptance
      thereof, likewise covenants and agrees, that to the extent and in the manner
      set
      forth in Article Fourteen of the Indenture, the indebtedness represented by
      the
      Securities and the payment of principal (and premium, if any) and interest
      on
      each and all of the Securities are hereby expressly made subordinate and subject
      in right of payment to the prior payment in full of all Senior
      Debt.

    


    [If
      applicable, insert
      - The
      Indenture contains provisions for defeasance at any time of the entire
      indebtedness of this Security or certain restrictive covenants and Events of
      Default with respect to this Security, in each case upon compliance with certain
      conditions set forth in the Indenture.]

    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    [If
      the Security is not an Original Issue Discount Security, insert
      - If an
      Event of Default with respect to Securities of this series shall occur and
      be
      continuing, the principal of the Securities of this series may be declared
      due
      and payable in the manner and with the effect provided in the
      Indenture.]

    


    [If
      the Security is an Original Issue Discount Security, insert
      - If an
      Event of Default with respect to Securities of this series shall occur and
      be
      continuing, an amount of principal of the Securities of this series may be
      declared due and payable in the manner and with the effect provided in the
      Indenture. Such amount shall be equal to - insert formula for determining the
      amount. Upon payment (i) of the amount of principal so declared due and
      payable and (ii) of interest on any overdue principal, premium and interest
      (in each case to the extent that the payment of such interest shall be legally
      enforceable), all of the Company’s obligations in respect of the payment of the
      principal of and premium and interest, if any, on the Securities of this series
      shall terminate.]

    


    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Company and
      the rights of the Holders of the Securities of each series to be affected under
      the Indenture at any time by the Company and the Trustee with the consent of
      the
      Holders of a majority in principal amount of the Securities at the time
      Outstanding of each series to be affected. The Indenture also contains
      provisions (i) permitting the Holders of not less than a majority in
      principal amount of the Securities of any series at the time Outstanding, on
      behalf of the Holders of all Securities of such series, to waive compliance
      by
      the Company with certain provisions of the Indenture with respect to such series
      and (ii) permitting the Holders of a majority in principal amount of the
      Securities at the time Outstanding of any series to be affected under the
      Indenture (with each such series considered separately for this purpose), on
      behalf of the Holders of all Securities of such series, to waive certain past
      defaults under the Indenture and their consequences. Any such consent or waiver
      by the Holder of this Security shall be conclusive and binding upon such Holder
      and upon all future Holders of this Security and of any Security issued upon
      the
      registration of transfer hereof or in exchange herefor or in lieu hereof,
      whether or not notation of such consent or waiver is made upon this
      Security.

    


    As
      provided in and subject to the provisions of the Indenture, the Holder of this
      Security shall not have the right to institute any proceeding with respect
      to
      the Indenture, or for the appointment of a receiver or trustee, or for any
      other
      remedy thereunder, unless such Holder shall have previously given the Trustee
      written notice of a continuing Event of Default with respect to the Securities
      of this series, the Holders of not less than 25% in principal amount of the
      Securities of this series at the time Outstanding shall have made written
      request to the Trustee to institute proceedings in respect of such Event of
      Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
      shall not have received from the Holders of a majority in principal amount
      of
      Securities of this series at the time Outstanding a direction inconsistent
      with
      such request, and shall have failed to institute any such proceeding, for 60
      days after receipt of such notice, request and offer of indemnity. The foregoing
      shall not apply to any suit instituted by the Holder of this Security for the
      enforcement of any payment of principal hereof or any premium or interest hereon
      on or after the respective due dates expressed herein.

    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    No
      reference herein to the Indenture and no provision of this Security or of the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the principal of and any premium and interest on
      this
      Security at the times, place and rate, and in the coin or currency, herein
      prescribed.

    


    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is registrable in the Security Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company in any place where the principal of and any premium and interest
      on this Security are payable, duly endorsed by, or accompanied by a written
      instrument of transfer in form satisfactory to the Company and the Security
      Registrar duly executed by, the Holder hereof or his attorney duly authorized
      in
      writing, and thereupon one or more new Securities of this series and of like
      tenor, of authorized denominations and for the same aggregate principal amount,
      will be issued to the designated transferee or transferees.

    


    The
      Securities of this series are issuable only in registered form without coupons
      in denominations of $1,000 and any integral multiple thereof. As provided in
      the
      Indenture and subject to certain limitations therein set forth, Securities
      of
      this series are exchangeable for a like aggregate principal amount of Securities
      of this series and of like tenor of a different authorized denomination, as
      requested by the Holder surrendering the same.

    


    No
      service charge shall be made for any such registration of transfer or exchange,
      but the Company may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

    


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

    


    [If
      applicable, insert
      - This
      Security is a Global Security and is subject to the provisions of the Indenture
      relating to Global Securities, including the limitations in Section 305
      thereof on transfers and exchanges of Global Securities.]

    


    [If
      applicable, insert
      -
      Interest on the principal balance of this Security shall be calculated on the
      basis of a [365-
      or
      366-day year, as appropriate, for the actual number of days elapsed] [360-day
      year of twelve 30-day months]]

    


    THIS
      SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK.

    


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

     

    SECTION
      204. Form
      of Legend for Global Securities.

    


    Unless
      otherwise specified as contemplated by Section 301 for the Securities
      evidenced thereby, every Global Security authenticated and delivered hereunder
      shall bear a legend in substantially the following form:

    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    This
      Security is a Global Security within the meaning of the Indenture hereinafter
      referred to and is registered in the name of a Depositary or a nominee thereof.
      This Security may not be exchanged in whole or in part for a Security
      registered, and no transfer of this Security in whole or in part may be
      registered, in the name of any Person other than such Depositary or a nominee
      thereof, except in the limited circumstances described in the
      Indenture.

     

    SECTION
      205. Form
      of Trustee’s Certificate of Authentication.

    


    The
      Trustee’s certificates of authentication shall be in substantially the following
      form:

    


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

    


    Dated:

     

    
      	 	
              [     
                                                                    ],

              As
                Trustee

              


              By........................................

              Authorized
                Signatory

            


    

     

    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 or
      pursuant to a Board Resolution 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,

    


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

    


    (2) any
      limit
      upon the aggregate principal amount of the Securities of the series which may
      be
      authenticated and delivered under this Indenture (except for Securities
      authenticated and delivered upon registration of transfer of, or in exchange
      for, or in lieu of, other Securities of the series pursuant to Section 304,
      305, 306, 906 or 1107 and except for any Securities which, pursuant to
      Section 303, are deemed never to have been authenticated and delivered
      hereunder);

    


    (3) the
      Person to whom any interest on a 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;

    


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    (4) the
      date
      or dates on which the principal of any Securities of the series is
      payable;

    


    (5) the
      rate
      or rates at which any Securities of the series shall bear interest, if any,
      the
      date or dates from which any such interest shall accrue, the Interest Payment
      Dates on which any such interest shall be payable and the Regular Record Date
      for any such interest payable on any Interest Payment Date;

    


    (6) the
      place
      or places where the principal of and any premium and interest on any Securities
      of the series shall be payable and the manner in which any payment may be
      made;

    


    (7) the
      period or periods within which, the price or prices at which and the terms
      and
      conditions upon which any Securities of the series may be redeemed, in whole
      or
      in part, at the option of the Company and, if other than by a Board Resolution,
      the manner in which any election by the Company to redeem the Securities shall
      be evidenced;

    


    (8) the
      obligation, if any, of the Company to redeem or purchase any Securities of
      the
      series pursuant to any sinking fund or analogous provisions or at the option
      of
      the Holder thereof and the period or periods within which, the price or prices
      at which and the terms and conditions upon which any Securities of the series
      shall be redeemed or purchased, in whole or in part, pursuant to such
      obligation;

    


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

    


    (10) if
      the
      amount of principal of or any premium or interest on any Securities of the
      series may be determined with reference to a financial or economic measure
      or
      pursuant to a formula, the manner in which such amounts shall be
      determined;

    


    (11) if
      other
      than the currency of the United States of America, the currency, currencies
      or
      currency units in which the principal of or any premium or interest on any
      Securities of the series shall be payable and the manner of determining the
      equivalent thereof in the currency of the United States of America for any
      purpose, including for the purposes of making payment in the currency of the
      United States of America and applying the definition of “Outstanding” in
      Section 101;

    


    (12) if
      the
      principal of or any premium or interest on any Securities of the series is
      to be
      payable, at the election of the Company or the Holder thereof, in one or more
      currencies or currency units other than that or those in which such Securities
      are stated to be payable, the currency, currencies or currency units in which
      the principal of or any premium or interest on such Securities as to which
      such
      election is made shall be payable, the periods within which and the terms and
      conditions upon which such election is to be made and the amount so payable
      (or
      the manner in which such amount shall be determined);

    


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    (13) if
      other
      than the entire principal amount thereof, the portion of the principal amount
      of
      any Securities of the series which shall be payable upon declaration of
      acceleration of the Maturity thereof pursuant to Section 502;

    


    (14) if
      the
      principal amount payable at the Stated Maturity of any Securities of the series
      will not be determinable as of any one or more dates prior to the Stated
      Maturity, the amount which shall be deemed to be the principal amount of such
      Securities as of any such date for any purpose thereunder or hereunder,
      including the principal amount thereof which shall be due and payable upon
      any
      Maturity other than the Stated Maturity or which shall be deemed to be
      Outstanding as of any date prior to the Stated Maturity (or, in any such case,
      the manner in which such amount deemed to be the principal amount shall be
      determined);

    


    (15) if
      applicable, that the Securities of the series shall be subject to either or
      both
      of Defeasance or Covenant Defeasance as provided in Article Thirteen;
provided
      that no
      series of Securities that is exchangeable for Common Shares or other securities
      pursuant to Section 301(19) shall be subject to Defeasance pursuant to
      Section 1302.

    


    (16) if
      applicable, that any Securities of the series shall be issuable in whole or
      in
      part in the form of one or more Global Securities and, in such case, the
      respective Depositaries for such Global Securities, the form of any legend
      or
      legends which shall be borne by any such Global Security in addition to or
      in
      lieu of that set forth in Section 204 and any addition to, elimination of
      or other changes in the circumstances set forth in Clause (2) of the last
      paragraph of Section 305 in which any such Global Security may be exchanged
      in whole or in part for Securities registered, and any transfer of such Global
      Security in whole or in part may be registered, in the name or names of Persons
      other than the Depositary for such Global Security or a nominee
      thereof;

    


    (17) any
      addition to, elimination of or other change in the Events of Default which
      applies to any Securities of the series and any change in the right of the
      Trustee or the requisite Holders of such Securities to declare the principal
      amount thereof due and payable pursuant to Section 502;

    


    (18) any
      addition to, elimination of or other change in the covenants set forth in
      Article Ten which applies to Securities of the series;

    


    (19) the
      terms
      and conditions, if any, pursuant to which the Securities are exchangeable for
      Common Stock or other securities; and

    


    (20) any
      other
      terms of the series (which terms shall not be inconsistent with the provisions
      of this Indenture, except as permitted by Section 901(5)).

    


    All
      Securities of any one series shall be substantially identical except as to
      denomination and except as may otherwise be provided in or pursuant to the
      Board
      Resolution referred to above and (subject to Section 303) set forth, or
      determined in the manner provided, in the Officers’ Certificate referred to
      above or in any such indenture supplemental hereto. All Securities of any one
      series need not be issued at one time and, unless otherwise provided or
      contemplated by this Section 301 with respect to a series of Securities,
      additional Securities of a series may be issued at the option of the Company,
      without the consent of any Holder, at any time and from time to
      time.

    


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    If
      any of
      the terms of the series are established by action taken pursuant to a Board
      Resolution, a copy of an appropriate record of such action 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 series.

     

    SECTION
      302. Denominations.

    


    The
      Securities of each series shall be issuable only in registered form without
      coupons and only in such denominations as shall be specified as contemplated
      by
      Section 301. In the absence of any such specified denomination with respect
      to the Securities of any series, the Securities of such series shall be issuable
      in denominations of $1,000 and any integral multiple thereof.

     

    SECTION
      303. Execution,
      Authentication, Delivery and Dating.

    


    The
      Securities shall be executed on behalf of the Company by the Chairman of the
      Board, the Vice Chairman of the Board, the President or one of the Vice
      Presidents, under the trust seal reproduced thereon attested by the Secretary,
      one of the Assistant Secretaries or other authorized Person of the Company.
      The
      signature of any of these officers on the Securities may be manual or
      facsimile.

    


    Securities
      bearing the manual or facsimile signatures of individuals who were at any time
      the proper officers of the 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.

    


    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities of any series 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. If the form or terms
      of
      the Securities of the series have been established by or pursuant to one or
      more
      Board Resolutions as permitted by Sections 201 and 301, 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 Section 601) shall be fully protected in relying upon, an
      Opinion of Counsel stating, 

    


    (1) if
      the
      form of such Securities has been established by or pursuant to Board Resolution
      as permitted by Section 201, that such form has been established in
      conformity with the provisions of this Indenture;

    


    (2) if
      the
      terms of such Securities have been established by or pursuant to Board
      Resolution as permitted by Section 301, that such terms have been
      established in conformity with the provisions of this Indenture;
      and

    


    (3) that
      such
      Securities, when authenticated and delivered by the Trustee and issued by the
      Company in the manner and subject to any conditions specified in such Opinion
      of
      Counsel, will constitute valid and legally binding obligations of the Company
      enforceable in accordance with their terms, subject to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors’ rights and to general equity
      principles.

    


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    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 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
      Securities of a series are not to be originally issued at one time, including
      where the size of an Outstanding series of Securities is increased as
      contemplated by Section 301, it shall not be necessary to deliver the
      Officers’ Certificate otherwise required pursuant to Section 301 or the
      Company Order and Opinion of Counsel otherwise required pursuant to such
      preceding paragraph at or prior to the authentication of each Security of such
      series if such documents are delivered at or prior to the authentication upon
      original issuance of the first Security of such series to be
      issued.

    


    Each
      Security shall be dated the date of its authentication.

    


    No
      Security shall be entitled to any benefit under this Indenture or be valid
      or
      obligatory for any purpose unless there appears on such Security a certificate
      of authentication substantially in the form provided for herein executed by
      the
      Trustee by manual signature, and such certificate upon any Security shall be
      conclusive evidence, and the only evidence, that such Security has been duly
      authenticated and delivered hereunder. 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, 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.

    


    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 and with such
      appropriate insertions, omissions, substitutions and other variations as the
      officers executing such Securities may determine, as evidenced by their
      execution of such Securities.

    


    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, the Company shall execute and the Trustee shall authenticate and deliver
      in exchange therefor one or more definitive Securities of the same series,
      of
      any authorized denominations and of like tenor and aggregate principal amount.
      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 and tenor.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    SECTION
      305. Registration,
      Registration of Transfer and Exchange.

    


    The
      Company shall cause to be kept at the Corporate Trust Office of the Trustee
      a
      register (the register maintained in such office and in any other office or
      agency of the Company in a Place of Payment being herein sometimes collectively
      referred to as the “Security Register”) in which, subject to such reasonable
      regulations as it may prescribe, the Company shall provide for the registration
      of Securities and of transfers of Securities. The Trustee is hereby appointed
      “Security Registrar” for the purpose of registering Securities and transfers of
      Securities as herein provided.

    


    Upon
      surrender for registration of transfer of any Security of a series at the 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 Securities of the
      same
      series, of any authorized denominations and of like tenor and aggregate
      principal amount.

    


    At
      the
      option of the Holder, Securities of any series may be exchanged for other
      Securities of the same series, of any authorized denominations and of like
      tenor
      and aggregate principal amount, upon surrender of the Securities to be exchanged
      at such office or agency. Whenever any 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.

    


    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.

    


    Every
      Security presented or surrendered for registration of transfer or for exchange
      shall (if so required by the Company or the Trustee) 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 or 1107 not involving any
      transfer.

    


    If
      the
      Securities of any series (or of any series and specified tenor) are to be
      redeemed in part, the Company shall not be required (A) to issue, register
      the transfer of or exchange any Securities of that series (or of that series
      and
      specified tenor, as the case may be) during a period beginning at the opening
      of
      business 15 days before the day of the mailing of a notice of redemption of
      any
      such Securities selected for redemption under Section 1103 and ending at
      the close of business on the day of such mailing, or (B) to register the
      transfer of or exchange any Security so selected for redemption in whole or
      in
      part, except the unredeemed portion of any Security being redeemed in
      part.

    


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    The
      provisions of Clauses (1), (2), (3) and (4) below shall apply only to
      Global Securities:

    


    (1) Each
      Global Security authenticated under this Indenture shall be registered in the
      name of the Depositary designated for such Global Security or a nominee thereof
      and delivered to such Depositary or a nominee thereof or custodian therefor,
      and
      each such Global Security shall constitute a single Security for all purposes
      of
      this Indenture.

    


    (2) Notwithstanding
      any other provision in this Indenture, and subject to such applicable
      provisions, if any, as may be specified as contemplated by Section 301, no
      Global Security may be exchanged in whole or in part for Securities registered,
      and no transfer of a Global Security in whole or in part may be registered,
      in
      the name of any Person other than the Depositary for such Global Security or
      a
      nominee thereof unless (A) such Depositary has notified the Company that it
      is unwilling or unable or no longer permitted under applicable law to continue
      as Depositary for such Global Security or (B) there shall have occurred and
      be continuing an Event of Default with respect to such Global Security or
      (C) the Company so directs the Trustee by Company Order or (D) there
      shall exist such circumstances, if any, in addition to or in lieu of the
      foregoing as have been specified for this purpose as contemplated by
      Section 301.

    


    (3) Subject
      to Clause (2) above and to such applicable provisions, if any, as may be
      specified as contemplated by Section 301, any exchange of a Global Security
      for other Securities may be made in whole or in part, and all Securities issued
      in exchange for a Global Security or any portion thereof shall be registered
      in
      such names as the Depositary for such Global Security shall direct.

    


    (4) Every
      Security authenticated and delivered upon registration of transfer of, or in
      exchange for or in lieu of, a Global Security or any portion thereof, whether
      pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall
      be authenticated and delivered in the form of, and shall be, a Global Security,
      unless such Security is registered in the name of a Person other than the
      Depositary for such Global Security or a nominee thereof.

     

    SECTION
      306. Mutilated,
      Destroyed, Lost and Stolen Securities.

    


    If
      any
      mutilated Security is surrendered to the Trustee, the Company shall execute
      and
      the Trustee shall authenticate and deliver in exchange therefor a new Security
      of the same series and of like tenor and principal amount and bearing a number
      not contemporaneously outstanding.

    


    If
      there
      shall be delivered to the Company and the Trustee (i) evidence to their
      satisfaction of the destruction, loss or theft of any Security 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 notice
      to
      the Company or the Trustee that such Security has been acquired by a bona fide
      purchaser, the Company shall execute and the Trustee shall authenticate and
      deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
      of the same series and of like tenor and principal amount and bearing a number
      not contemporaneously outstanding.

    


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    In
      case
      any such mutilated, destroyed, lost or stolen Security has become or is about
      to
      become due and payable, the Company in its discretion may, instead of issuing
      a
      new Security, pay such Security.

    


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

     

    SECTION
      307. Payment
      of Interest; Interest Rights Preserved.

    


    Except
      as
      otherwise provided as contemplated by Section 301 with respect to any
      series of Securities, interest on any Security which 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 or, if no business is conducted by the Trustee at
      [                              ]
      on such date, at 5:00 P.M., New York City time, on such date.

    


    Any
      interest on any Security of any series which is payable, but is not punctually
      paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the
      relevant Regular Record Date by virtue of having been such Holder, and such
      Defaulted Interest may be paid by the Company, at its election in each case,
      as
      provided in Clause (1) or (2) below:

    


    (1) The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names the 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 Security of such series and
      the
      date of the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount proposed
      to be
      paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit 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 be not more than 15 days and not less than 10
      days prior to the date of the proposed payment and not less than 10 days after
      the receipt by the Trustee of the notice of the proposed payment. The Trustee
      shall promptly notify the Company of such Special Record Date and, in the name
      and at the expense of the Company, shall cause notice of the proposed payment
      of
      such Defaulted Interest and the Special Record Date therefor to be given to
      each
      Holder of Securities of such series in the manner set forth in Section 106,
      not less than 10 days prior to such Special Record Date. Notice of the proposed
      payment of such Defaulted Interest and the Special Record Date therefor having
      been so mailed, such Defaulted Interest shall be paid to the Persons in whose
      names the 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).

    


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    (2) The
      Company may make payment of any Defaulted Interest on the 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.

    


    Except
      as
      may be provided in this Section 307 or as contemplated in Section 301
      with respect to any Securities of a series, the Person to whom interest shall
      be
      payable on any Security that first becomes payable on a day that is not an
      Interest Payment Date shall be the Holder of such Security on the day such
      interest is paid.

    


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

     

    SECTION
      308. Persons
      Deemed Owners.

    


    Prior
      to
      due presentment of a Security for registration of transfer, the Company, the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name such Security is registered as the owner of such Security for the
      purpose of receiving payment of principal of and any premium and (subject to
      Section 307) any interest on such Security and for all other purposes
      whatsoever, whether or not such Security be overdue, and neither the Company,
      the Trustee nor any agent of the Company or the Trustee shall be affected by
      notice to the contrary.

     

    SECTION
      309. Cancellation.

    


    All
      Securities surrendered for payment, redemption, 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 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. 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. All cancelled Securities held by the
      Trustee shall be disposed of as directed by a Company Order; provided,
      however,
      that
      the Trustee shall not be required to destroy such cancelled
      Securities.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    SECTION
      310. Computation
      of Interest.

    


    Except
      as
      otherwise specified as contemplated by Section 301 for Securities of any
      series, interest on the Securities of each series shall be computed on the
      basis
      of a 360-day year of twelve 30-day months.

     

    SECTION
      311. CUSIP
      Numbers.

    


    The
      Company in issuing the Securities may use “CUSIP” numbers (if then generally in
      use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
      as a convenience to Holders, provided
      that any
      such notice may state that no representation is made as to the correctness
      of
      such numbers either as printed on the Securities or as contained in any notice
      of redemption and that reliance may be placed only on the other identification
      numbers printed on the Securities. Any such redemption shall not be affected
      by
      any defect in or omission of such numbers.

     

    ARTICLE
      FOUR

     

    SATISFACTION
      AND DISCHARGE

     

    SECTION
      401. Satisfaction
      and Discharge of Indenture.

    


    This
      Indenture shall upon Company Request cease to be of further effect (except
      as to
      any surviving rights of registration of transfer or exchange of any Security
      expressly provided for herein or in the terms of such Security), and the
      Trustee, at the expense of the Company, shall execute proper instruments
      acknowledging satisfaction and discharge of this Indenture, when

    


    (1) either

    


    (A) all
      Securities theretofore authenticated and delivered (other than
      (i) Securities which have been destroyed, lost or stolen and which have
      been replaced or paid as provided in Section 306 and (ii) Securities
      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
      such
      Securities 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) 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,

    


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    and
      the
      Company, in the case of (i), (ii) or (iii) above, has deposited or caused to
      be
      deposited with the Trustee as trust funds in trust for the purpose money in
      an
      amount sufficient to pay and discharge the entire indebtedness on such
      Securities not theretofore delivered to the Trustee for cancellation, for
      principal and any premium and interest 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 have been complied
      with.

    


    Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      to the Trustee under Section 607, the obligations of the Trustee to any
      Authenticating Agent under Section 614 and, if money shall have been
      deposited with the Trustee pursuant to subclause (B) of Clause (1) of
      this Section, the obligations of the Trustee under Section 402 and the last
      paragraph of Section 1003 shall survive.

     

    SECTION
      402. Application
      of Trust Money.

    


    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 and
      this
      Indenture, to the payment, either directly or through any Paying Agent
      (including the Company acting as its own Paying Agent) as the Trustee may
      determine, to the Persons entitled thereto, of the principal and any premium
      and
      interest for whose payment such money has been deposited with the Trustee.
      Money
      deposited pursuant to this section not in violation of this Indenture shall
      not
      be subject to claims of the holders of Senior Debt under Article
      Fourteen.

    


    ARTICLE
      FIVE

     

    REMEDIES

     

    SECTION
      501. Events
      of Default.

    


    “Event
      of
      Default”, wherever used herein with respect to Securities of any series, means
      any one of the following events (whatever the reason for such Event of Default
      and whether 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 any Security of that series when it becomes
      due and payable, and continuance of such default for a period of 30 days;
      or

    


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

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

    


    (3) default
      in the deposit of any sinking fund payment, when and as due by the terms of
      a
      Security of that series; or

    


    (4) default
      in the performance, or breach, of any covenant or warranty of the Company in
      this Indenture (other than a covenant or warranty a default in whose performance
      or whose breach is elsewhere in this Section specifically dealt with or
      which has expressly been included in this Indenture solely for the benefit
      of
      series of Securities other than that series), and continuance of such default
      or
      breach for a period of 90 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 10% 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) the
      entry
      by a court having jurisdiction in the premises of (A) a decree or order for
      relief in respect of the Company in an involuntary case or proceeding under
      any
      applicable Federal or State bankruptcy, insolvency, reorganization or other
      similar law or (B) a decree or order adjudging the Company a bankrupt or
      insolvent, or approving as properly filed a petition seeking reorganization,
      arrangement, adjustment or composition of or in respect of the Company under
      any
      applicable Federal or State law, or appointing a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of the
      Company or of any substantial part of its property, or ordering the winding
      up
      or liquidation of its affairs, and the continuance of any such decree or order
      for relief or any such other decree or order unstayed and in effect for a period
      of 60 consecutive days; or

    


    (6) the
      commencement by the Company of a voluntary case or proceeding under any
      applicable Federal or State bankruptcy, insolvency, reorganization or other
      similar law or of any other case or proceeding to be adjudicated a bankrupt
      or
      insolvent, or the consent by it to the entry of a decree or order for relief
      in
      respect of the Company in an involuntary case or proceeding under any applicable
      Federal or State bankruptcy, insolvency, reorganization or other similar law
      or
      to the commencement of any bankruptcy or insolvency case or proceeding against
      it, or the filing by it of a petition or answer or consent seeking
      reorganization or relief under any applicable Federal or State law, or the
      consent by it to the filing of such petition or to the appointment of or taking
      possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
      or other similar official of the Company or of any substantial part of its
      property, or the making by it of an assignment for the benefit of creditors,
      or
      the admission by it in writing of its inability to pay its debts generally
      as
      they become due, or the taking of corporate action by the Company in furtherance
      of any such action; or

    


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

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    SECTION
      502. Acceleration
      of Maturity; Rescission and Annulment.

    


    If
      an
      Event of Default (other than an Event of Default specified in
      Section 501(5) or 501(6)) with respect to Securities of any series at the
      time Outstanding occurs and is continuing, then in every such case the Trustee,
      upon receipt of a request from the Holders of not less than 25% in principal
      amount of the Outstanding Securities of that series, shall, or the Holders
      of
      not less than 25% in principal amount of the Outstanding Securities of that
      series may, declare the principal amount of all the Securities of that series
      (or, if any Securities of that series are Original Issue Discount Securities,
      such portion of the principal amount of such Securities as may be specified
      by
      the terms thereof) to be due and payable immediately, by a notice in writing
      to
      the Company (and to the Trustee if given by Holders), and upon any such
      declaration such principal amount (or specified amount) shall become immediately
      due and payable. If an Event of Default specified in Section 501(5) or
      501(6) with respect to Securities of any series at the time Outstanding occurs,
      the principal amount of all the Securities of that series (or, if any Securities
      of that series are Original Issue Discount Securities, such portion of the
      principal amount of such Securities as may be specified by the terms thereof)
      shall automatically, and without any declaration or other action on the part
      of
      the Trustee or any Holder, 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

    


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

    


    (A) all
      overdue interest on all Securities of that series,

    


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

    


    (C) to
      the
      extent that payment of such interest is lawful, interest upon overdue interest
      at the rate or rates prescribed therefor 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
      non-payment of the principal of 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.

     

    
      
        
        

      

      
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    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 interest on any Security when such interest
      becomes due and payable and such default continues for a period of 30 days,
      or

    


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

    


    the
      Company will, upon demand of the Trustee, pay to it, for the benefit of the
      Holders of such Securities, the whole amount then due and payable on such
      Securities for principal and any premium and interest and, to the extent that
      payment of such interest shall be legally enforceable, interest on any overdue
      principal and premium and on any overdue interest, at the rate or rates
      prescribed therefor 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
      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 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 any judicial proceeding relative to the Company (or any other obligor upon
      the Securities), its property or its creditors, the Trustee shall be entitled
      and empowered, by intervention in such proceeding or otherwise, to take any
      and
      all actions authorized under the Trust Indenture Act in order to have claims
      of
      the Holders and the Trustee allowed in any such proceeding. In particular,
      the
      Trustee shall be authorized 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 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 it for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel, and any
      other
      amounts due the Trustee under Section 607.

    


    No
      provision of this Indenture shall be deemed to authorize the Trustee to
      authorize or consent to or accept or adopt on behalf of any Holder any plan
      of
      reorganization, arrangement, adjustment or composition affecting the Securities
      or the rights of any Holder thereof or to authorize the Trustee to vote in
      respect of the claim of any Holder in any such proceeding; provided,
      however,
      that
      the Trustee may, on behalf of the Holders, vote for the election of a trustee
      in
      bankruptcy or similar official and be a member of a creditors’ or other similar
      committee.

     

    
      
        
        

      

      
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    SECTION
      505. Trustee
      May Enforce Claims Without Possession of Securities.

    


    All
      rights of action and claims under this Indenture or the Securities may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Securities or the production thereof in any proceeding relating thereto, and
      any
      such proceeding instituted by the Trustee shall be brought in its own name
      as
      trustee of an express trust, and any recovery of judgment shall, after provision
      for the payment of the reasonable compensation, expenses, disbursements and
      advances of the Trustee, its agents and counsel, be for the ratable benefit
      of
      the Holders of the Securities 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 any premium or interest,
      upon presentation of the Securities and the notation thereon of the payment
      if
      only partially paid and upon surrender thereof if fully paid:

    


    FIRST:
      To
      the payment of all amounts due the Trustee under Section 607;
      and

    


    SECOND:
      To the payment of the amounts then due and unpaid for principal of and any
      premium and interest on the Securities in respect of which or for the benefit
      of
      which such money has been collected, ratably, without preference or priority
      of
      any kind, according to the amounts due and payable on such Securities for
      principal and any premium and interest, respectively.

     

    SECTION
      507. Limitation
      on Suits.

    


    No
      Holder
      of any Security of any series shall have any right to institute any proceeding,
      judicial or otherwise, with respect to this Indenture, or for the appointment
      of
      a receiver or trustee, or for any other remedy hereunder, unless

    


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

    


    (2) the
      Holders of not less than 25% in principal amount of the Outstanding Securities
      of that series shall have made written request to the Trustee 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 indemnity reasonably satisfactory
      to the Trustee against the costs, expenses and liabilities to be incurred in
      compliance with such request;

    


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

    


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

    


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

    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 of such
      Holders.

     

    SECTION
      508. Unconditional
      Right of Holders to Receive Principal, Premium and Interest.

    


    Notwithstanding
      any other provision in this Indenture, but subject to Article Fourteen of this
      Indenture, the Holder of any Security shall have the right, which is absolute
      and unconditional, to receive payment of the principal of and any premium and
      (subject to Section 307) interest on such Security on the respective Stated
      Maturities expressed in such Security (or, in the case of redemption, on the
      Redemption Date) and to institute suit for the enforcement of any such payment,
      and such rights shall not be impaired without the consent of such
      Holder.

     

    SECTION
      509. Restoration
      of Rights and Remedies.

    


    If
      the
      Trustee or any Holder 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, subject to any determination in such
      proceeding, the Company, the Trustee and the Holders shall be restored severally
      and respectively to their former positions hereunder and thereafter all rights
      and remedies of the Trustee and the Holders shall continue as though no such
      proceeding had been instituted.

     

    SECTION
      510. Rights
      and Remedies Cumulative.

    


    Except
      as
      otherwise provided with respect to the replacement or payment of mutilated,
      destroyed, lost or stolen Securities in the last paragraph of Section 306,
      no right or remedy herein conferred upon or reserved to the Trustee or to the
      Holders 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 Securities 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, as the case may
      be.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

    SECTION
      512. Control
      by Holders.

    


    The
      Holders of 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,
      and

    


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

     

    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 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 any premium or interest on any Security of such
      series, 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
      impair any right consequent thereon.

     

    SECTION
      514. Undertaking
      for Costs.

    


    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, suffered or omitted by it as
      Trustee, a court may require any party litigant in such suit to file an
      undertaking to pay the costs of such suit, and may assess costs against any
      such
      party litigant, in the manner and to the extent provided in the Trust Indenture
      Act, provided
      that
      neither this Section nor the Trust Indenture Act shall be deemed to
      authorize any court to require such an undertaking or to make such an assessment
      in any suit instituted by the Trustee or the Company.

     

    SECTION
      515. Waiver
      of Usury, Stay or Extension Laws.

    


    The
      Company covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, or plead, or in any manner whatsoever claim or take the
      benefit or advantage of, any usury, stay or extension law wherever enacted,
      now
      or at any time hereafter in force, which may affect the covenants or the
      performance of this Indenture; and the Company (to the extent that it may
      lawfully do so) hereby expressly waives all benefit or advantage of any such
      law
      and covenants that it will not hinder, delay or impede the execution of any
      power herein granted to the Trustee, but will suffer and permit the execution
      of
      every such power as though no such law had been enacted.

    


    
      
        
        

      

      
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    ARTICLE
      SIX

     

    THE
      TRUSTEE

     

    SECTION
      601. Certain
      Duties and Responsibilities.

    


    The
      duties and responsibilities of the Trustee shall be as provided by the Trust
      Indenture Act. Notwithstanding the foregoing, no provision of this Indenture
      shall require the Trustee to expend or risk its own funds or otherwise incur
      any
      financial liability in the performance of any of its duties hereunder, or in
      the
      exercise of any of its rights or powers, if it shall have reasonable grounds
      for
      believing that repayment of such funds or adequate indemnity against such risk
      or liability is not reasonably assured to it. Whether or not therein expressly
      so provided, every provision of this Indenture relating to the conduct or
      affecting the liability of or affording protection to the Trustee shall be
      subject to the provisions of this Section.

     

    SECTION
      602. Notice
      of Defaults.

    


    If
      a
      default occurs hereunder with respect to Securities of any series, the Trustee
      shall give the Holders of Securities of such series notice of such default
      as
      and to the extent provided by the Trust Indenture Act; provided,
      however,
      that in
      the case of any default of the character specified in Section 501(4) with
      respect to Securities of such series, no such notice to Holders shall be given
      until at least 30 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
      Securities of such series.

     

    SECTION
      603. Certain
      Rights of Trustee.

    


    Subject
      to the provisions of Section 601:

    


    (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, other evidence of
      indebtedness 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, and any resolution of the
      Board
      of Trustees shall 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 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;

    


    (4) the
      Trustee may consult with counsel of its selection and the advice of such counsel
      (to be confirmed in writing) 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;

    


    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

    (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
      pursuant to this Indenture, unless such Holders shall have offered to the
      Trustee reasonable security or indemnity reasonably satisfactory to the Trustee
      against the costs, expenses and liabilities which might be incurred by it in
      compliance with such request or direction;

    


    (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, other
      evidence of indebtedness 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;

    


    (8) the
      Trustee shall not be liable for any action taken, suffered, or omitted to be
      taken by it in good faith and reasonably believed by it to be authorized or
      within the discretion or rights or powers conferred upon it by this
      Indenture;

    


    (9) the
      Trustee shall not be deemed to have notice of any default or Event of Default
      unless a Responsible Officer of the Trustee has actual knowledge thereof or
      unless written notice of any event which is in fact such a default is received
      by the Trustee at the Corporate Trust Office of the Trustee, and such notice
      references the Securities and this Indenture;

    


    (10) the
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including, without limitation, its right to be indemnified, are extended to,
      and
      shall be enforceable by, the Trustee in each of its capacities hereunder;
      and

    


    (11) The
      Trustee may request that the Company deliver an Officers’ Certificate setting
      forth the names of individuals and or titles of officers authorized at such
      time
      to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
      certificate previously delivered and not superseded.

     

    SECTION
      604. Not
      Responsible for Recitals or Issuance of Securities.

    


    The
      recitals contained herein and in the Securities, except the Trustee’s
      certificates of authentication, 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. Neither the Trustee
      nor
      any Authenticating Agent shall be accountable for the use or application by
      the
      Company of Securities or the proceeds thereof.

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

    SECTION
      605. May
      Hold Securities.

    


    The
      Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar
      or
      any other agent of the Company, in its individual or any other capacity, may
      become the owner or pledgee of Securities and, subject to Sections 608 and
      613,
      may otherwise deal with the Company with the same rights it would have if it
      were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
      such
      other agent.

     

    SECTION
      606. 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
      in
      writing with the Company.

     

    SECTION
      607. Compensation
      and Reimbursement.

    


    The
      Company agrees

    


    (1) to
      pay to
      the Trustee from time to time such compensation as the Company and the Trustee
      shall from time to time agree in writing 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 the 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 the Trustee and any predecessor Trustee for, and to hold it harmless
      against, any and all loss, liability or expense including taxes (other than
      taxes imposed on the income of the Trustee) incurred without negligence or
      bad
      faith on its 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.

    


    The
      Trustee shall have a lien prior to the Securities as to all property and funds
      held by it hereunder for any amount owing it or any predecessor Trustee pursuant
      to this Section 607 except with respect to funds held in trust for the
      benefit of the Holders of particular Securities. 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.

    


    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

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

     

    SECTION
      608. Disqualification;
      Conflicting Interests.

    


    If
      the
      Trustee has or shall acquire a conflicting interest within the meaning of the
      Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
      to the extent and in the manner provided by, and subject to the provisions
      of,
      the Trust Indenture Act and this Indenture. To the extent permitted by such
      Act,
      the Trustee shall not be deemed to have a conflicting interest by virtue of
      being a trustee under this Indenture with respect to Securities of more than
      one
      series.

     

    SECTION
      609. Corporate
      Trustee Required; Eligibility.

    


    There
      shall at all times be one (and only one) Trustee hereunder with respect to
      the
      Securities of each series, which may be Trustee hereunder for Securities of
      one
      or more other series. Each Trustee shall be a Person that is eligible pursuant
      to the Trust Indenture Act to act as such and has a combined capital and surplus
      of at least $50,000,000. If any such Person publishes reports of condition
      at
      least annually, pursuant to law or to the requirements of its supervising or
      examining authority, then for the purposes of this Section and to the
      extent permitted by the Trust Indenture Act, the combined capital and surplus
      of
      such Person 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
      with respect to the Securities of any series 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
      610. Resignation
      and Removal; Appointment of Successor.

    


    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 611.

    


    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.

    


    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.

    


    If
      at any
      time:

    


    (1) the
      Trustee shall fail to comply with Section 608 after written request
      therefor by the Company or by any Holder 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 609 and shall fail to
      resign after written request therefor by the Company or by any such Holder,
      or

    


    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

    (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, (A) the Company by a Board Resolution may remove the Trustee
      with respect to all Securities, or (B) subject to Section 514, any
      Holder 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.

    


    If
      the
      instrument of acceptance by a successor Trustee required by Section 611
      shall not have been delivered to the Trustee within 30 days after the giving
      of
      such notice of resignation or removal, the Trustee resigning or being removed
      may petition, at the expense of the Company, any court of competent jurisdiction
      for the appointment of a successor Trustee with respect to the Securities of
      such series.

    


    If
      the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any cause, with respect to the
      Securities of one or more series, the Company, by 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) and shall comply with the applicable
      requirements of Section 611. If, within one year after such resignation,
      removal or incapability, or the occurrence of such vacancy, a successor Trustee
      with respect to the Securities of 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 in
      accordance with the applicable requirements of Section 611, 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 and accepted appointment in the manner
      required by Section 611, any Holder who has been a bona fide Holder of a
      Security of such series for at least six months may, on behalf of himself and
      all others similarly situated, petition any court of competent jurisdiction
      for
      the appointment of a successor Trustee with respect to the Securities of such
      series.

    


    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 to all Holders of
      Securities of such series in the manner provided 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
      611. Acceptance
      of Appointment by Successor.

    


    In
      case
      of the appointment hereunder of a successor Trustee with respect to all
      Securities, every such successor Trustee so appointed 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, on the 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.

    


    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

    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 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.

    


    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 the first
      or
      second preceding paragraph, as the case may be.

    


    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
      612. 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 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 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 so authenticated with the same effect
      as if such successor Trustee had itself authenticated such
      Securities.

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

    SECTION
      613. Preferential
      Collection of Claims Against the Company.

    


    If
      and
      when the Trustee shall be or become a creditor of the Company (or any other
      obligor upon the Securities), the Trustee shall be subject to the provisions
      of
      the Trust Indenture Act regarding the collection of claims against the Company
      (or any such other obligor).

     

    SECTION
      614. Appointment
      of Authenticating Agent.

    


    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 original issue
      and
      upon exchange, registration of transfer, or partial redemption thereof or
      pursuant to Section 306, 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. Wherever reference 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 shall at all times be a corporation organized
      and
      doing business under the laws of the United States of America, any State thereof
      or the District of Columbia, authorized under such laws to 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 authority. If such
      Authenticating Agent publishes reports of condition at least annually, pursuant
      to law or to the requirements of said 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. If 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 any further act on the part
      of
      the Trustee or the Authenticating Agent.

    


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

    


    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

    The
      Company agrees to pay to each Authenticating Agent from time to time such
      compensation for its services under this Section as the Company and the
      Authenticating Agent shall from time to time agree in writing.

    


    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 the
      Trustee’s certificate of authentication, an alternative certificate of
      authentication 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
                Signatory

            


    

    


    ARTICLE
      SEVEN

     

    HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

     

    SECTION
      701. Company
      to Furnish Trustee Names and Addresses of Holders.

    


    The
      Company will furnish or cause to be furnished to the Trustee

    


    (1) semi-annually,
      not later than March 15 and September 15 in each year, a list, in such
      form as the Trustee may reasonably require, of the names and addresses of the
      Holders of Securities of each series as of the preceding March 1 or
      September 1, as the case may be, and

    


    (2) 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,

    


    excluding
      from any such list names and addresses received by the Trustee in its capacity
      as Security Registrar.

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

    SECTION
      702. Preservation
      of Information; Communications to Holders.

    


    The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      the
      names and addresses of Holders contained in the most recent list furnished
      to
      the Trustee as provided in Section 701 and the names and addresses of
      Holders received by the Trustee in its capacity as Security Registrar. The
      Trustee may destroy any list furnished to it as provided in Section 701
      upon receipt of a new list so furnished.

    


    The
      rights of Holders to communicate with other Holders with respect to their rights
      under this Indenture or under the Securities, and the corresponding rights
      and
      privileges of the Trustee, shall be as provided by the Trust Indenture
      Act.

    


    Every
      Holder of Securities, by receiving and holding the same, agrees with the Company
      and the Trustee that neither the Company nor the Trustee nor any agent of either
      of them shall be held accountable by reason of any disclosure of information
      as
      to names and addresses of Holders made pursuant to the Trust Indenture
      Act.

     

    SECTION
      703. Reports
      by Trustee.

    


    The
      Trustee shall transmit to Holders such reports concerning the Trustee and its
      actions under this Indenture as may be required pursuant to the Trust Indenture
      Act at the times and in the manner provided pursuant thereto. Reports so
      required to be transmitted at stated intervals of not more than 12 months
      shall be transmitted within 60 days after the first date of issuance of
      Securities and on each anniversary of such date.

    


    A
      copy of
      each such report shall, at the time of such transmission to Holders, be filed
      by
      the Trustee with each stock exchange upon which any Securities are listed,
      with
      the Commission and with the Company. The Company will promptly notify the
      Trustee when any Securities are listed on any stock exchange.

     

    SECTION
      704. Reports
      by the Company.

    


    The
      Company shall file with the Trustee and the Commission, and transmit to Holders,
      such information, documents and other reports, and such summaries thereof,
      as
      may be required pursuant to the Trust Indenture Act at the times and in the
      manner provided pursuant to such Act; provided
      that any
      such information, documents or reports required to be filed with the Commission
      pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
      Trustee within 15 days after the same is so required to be filed with the
      Commission.

    


    Delivery
      of such reports, information and documents to the Trustee is for informational
      purposes only and the Trustee’s receipt of such shall not constitute
      constructive notice of any information contained therein or determinable from
      information contained therein, including the Company’s compliance with any of
      its covenants hereunder (as to which the Trustee is entitled to rely exclusively
      on Officers’ Certificates).

    


    
      
        
        

      

      
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    ARTICLE
      EIGHT

     

    CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE

     

    SECTION
      801. Company
      May Consolidate, Etc., Only on Certain Terms.

    


    The
      Company shall not consolidate with or merge into any other Person or convey,
      transfer or lease its properties and assets substantially as an entirety to
      any
      Person, and the Company shall not permit any Person to consolidate with or
      merge
      into the Company or convey, transfer or lease its properties and assets
      substantially as an entirety to the Company, unless:

    


    (1) in
      case
      the Company shall consolidate with or merge into another Person or convey,
      transfer or lease its properties and assets substantially as an entirety to
      any
      Person, the Person formed by such consolidation or into which the Company is
      merged or the Person which acquires by conveyance or transfer, or which leases,
      the properties and assets of the Company substantially as an entirety shall
      be a
      corporation, partnership or trust, shall be organized and validly existing
      under
      the laws of the United States of America, any State thereof or the District
      of
      Columbia and shall expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Trustee, in form satisfactory to the Trustee,
      the
      due and punctual payment of the principal of and any premium and interest on
      all
      the Securities and the performance or observance of every covenant of this
      Indenture on the part of the Company to be performed or observed;

    


    (2) immediately
      after giving effect to such transaction and treating any indebtedness which
      becomes an obligation of the Company or any Subsidiary as a result of such
      transaction 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 lapse of time or both, would become an Event of Default, shall have happened
      and be continuing;

    


    (3) if,
      as a
      result of any such consolidation or merger or such conveyance, transfer or
      lease, properties or assets of the Company would become subject to a mortgage,
      pledge, lien, security interest or other encumbrance which would not be
      permitted by this Indenture, the Company or such successor Person, as the case
      may be, shall take such steps as shall be necessary effectively to secure the
      Securities equally and ratably with (or prior to) all indebtedness secured
      thereby; and

    


    (4) the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel, each stating that such consolidation, merger, conveyance, transfer
      or
      lease and, if a supplemental indenture is required in connection with such
      transaction, such supplemental indenture comply with this Article and that
      all
      conditions precedent herein provided for relating to such transaction have
      been
      complied with.

     

    SECTION
      802. Successor
      Substituted.

    


    Upon
      any
      consolidation of the Company with, or merger of the Company into, any other
      Person or any conveyance, transfer or lease of the properties and assets of
      the
      Company substantially as an entirety in accordance with Section 801, the
      successor Person formed by such consolidation or into which the Company is
      merged or to which such conveyance, transfer or lease is made shall succeed
      to,
      and be substituted for, and may exercise every right and power of, the Company
      under this Indenture with the same effect as if such successor Person had been
      named as the Company herein, and thereafter, except in the case of a lease,
      the
      predecessor Person shall be relieved of all obligations and covenants under
      this
      Indenture and the Securities.

    


    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

    ARTICLE
      NINE

     

    SUPPLEMENTAL
      INDENTURES

     

    SECTION
      901. Supplemental
      Indentures Without Consent of Holders.

    


    Without
      the consent of any Holders, the Company, when authorized by 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;
      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 additional Events of Default are to be for
      the
      benefit of less than all series of Securities, stating that such additional
      Events of Default are expressly being included solely for the benefit of such
      series); or

    


    (4) to
      add to
      or change any of the provisions of this Indenture to such extent as shall be
      necessary to permit or facilitate the issuance of Securities in bearer form,
      registrable or not registrable as to principal, and with or without interest
      coupons, or to permit or facilitate the issuance of Securities in uncertificated
      form; or

    


    (5) to
      add
      to, change or eliminate any of the provisions of this Indenture in respect
      of
      one or more series of Securities, provided
      that any
      such addition, change or elimination (A) shall neither (i) apply to
      any Security of any series created prior to the execution of such supplemental
      indenture and entitled to the benefit of such provision nor (ii) modify the
      rights of the Holder of any such Security with respect to such provision or
      (B) shall become effective only when there is no such Security Outstanding;
      or

    


    (6) 
      to
      secure the Securities pursuant to the provisions of Section 801(3) or
      otherwise; or

    


    (7) to
      establish the form or terms of Securities of any series as permitted by Sections
      201 and 301; or

    


    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

    (8) to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee with respect to the Securities of one or more series and to add to
      or
      change any of the provisions of this Indenture as shall be necessary to provide
      for or facilitate the administration of the trusts hereunder by more than one
      Trustee, pursuant to the requirements of Section 611; 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,
      provided
      that
      such action pursuant to this Clause (9) shall not adversely affect the
      interests of the Holders of Securities of any series 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 the
      Outstanding Securities of each series affected by such supplemental indenture,
      by Act of said Holders delivered to the Company and the Trustee, the Company,
      when authorized by 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 of such series 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 any installment of principal of
      or
      interest on, any Security, or reduce the principal amount thereof or the rate
      of
      interest thereon or any premium payable upon the redemption thereof, or reduce
      the amount of the principal of an Original Issue Discount Security or any other
      Security which would be due and payable upon a declaration of acceleration
      of
      the Maturity thereof pursuant to Section 502, or change any Place of
      Payment where, or the coin or currency in which, any Security or any premium
      or
      interest thereon is payable, or impair the right to institute suit for the
      enforcement of any such payment on or after the Stated Maturity thereof (or,
      in
      the case of redemption, on or after the Redemption Date), or

    


    (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 (of compliance with
      certain provisions of this Indenture or certain defaults hereunder and their
      consequences) provided for in this Indenture; or

    


    (3) modify
      any of the provisions of this Section, Section 513 or Section 1007,
      except to increase any such percentage or to provide that certain other
      provisions of this Indenture cannot be modified or waived without the consent
      of
      the Holder of each Outstanding Security affected thereby; provided,
      however,
      that
      this clause shall not be deemed to require the consent of any Holder with
      respect to changes in the references to “the Trustee” and concomitant changes in
      this Section and Section 1007, or the deletion of this proviso, in
      accordance with the requirements of Sections 611 and 901(8).

    


    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    

    A
      supplemental indenture which changes or eliminates any covenant or other
      provision of this Indenture which has expressly been included solely for the
      benefit of one or more particular series of Securities, or which modifies the
      rights of the Holders of Securities of such series with respect to such covenant
      or other provision, shall be deemed not to affect the rights under this
      Indenture of the Holders of Securities of any other series.

    


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

    


    The
      Company may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Persons entitled to consent to any indenture supplemental
      hereto. If a record date is fixed, the Holders on such record date, or their
      duly designated proxies, and only such Persons, shall be entitled to consent
      to
      such supplemental indenture, whether or not such Holders remain Holders after
      such record date; provided,
      that
      unless such consent shall have become effective by virtue of the requisite
      percentage having been obtained prior to the date which is 90 days after such
      record date, any such consent previously given shall automatically and without
      further action by any Holder be cancelled and of no further effect.

     

    SECTION
      903. Execution
      of Supplemental Indentures.

    


    In
      executing, or accepting the additional trusts created by, any supplemental
      indenture permitted by this Article or the modifications thereby of the trusts
      created by this Indenture, the Trustee shall be entitled to receive, and
      (subject to Section 601) shall be fully protected in relying upon, an
      Opinion of Counsel stating that the execution of such supplemental indenture
      is
      authorized or permitted by this Indenture. The Trustee 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 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.

     

    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.

    


    
      
        
        

      

      
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    SECTION
      907. Subordination
      Unimpaired.

    


    This
      Indenture may not be amended at any time to alter the subordination, as provided
      herein, of any of the Securities then Outstanding without the written consent
      of
      each holder of Senior Debt then outstanding that would be adversely affected
      thereby.

    


    ARTICLE
      TEN

     

    COVENANTS

     

    SECTION
      1001. Payment
      of Principal, Premium and Interest.

    


    The
      Company covenants and agrees for the benefit of each series of Securities that
      it will duly and punctually pay the principal of and any premium and interest
      on
      the Securities of that series in accordance with the terms of the Securities
      and
      this Indenture.

     

    SECTION
      1002. Maintenance
      of Office or Agency.

    


    The
      Company will 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, where Securities of that series may be surrendered for registration
      of transfer or exchange and where notices and demands to or upon the Company
      in
      respect of the 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 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, and the Company hereby appoints the Trustee as its agent to receive
      all
      such presentations, surrenders, notices and demands.

    


    The
      Company may also 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 such purposes and may from time to time rescind
      such
      designations; provided,
      however,
      that no
      such designation or rescission shall in any manner relieve the Company of its
      obligation to maintain an office or agency in each Place of Payment 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.

    


    With
      respect to any Global Security, and except as otherwise may be specified for
      such Global Security as contemplated by Section 301, the Corporate Trust
      Office of the Trustee shall be the Place of Payment where such Global Security
      may be presented or surrendered for payment or for registration of transfer
      or
      exchange, or where Successor Securities may be delivered in exchange therefore,
      provided,
      however,
      that
      any such payment, presentation, surrender or delivery effected pursuant to
      the
      Applicable Procedures of the Depositary for such Global Security shall be deemed
      to have been effected at the Place of Payment for such Global Security in
      accordance with the provisions of this Indenture.

     

    
      
        
        

      

      
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    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 Securities, it will, on or before each due date of the principal of or any
      premium or interest on any of the Securities of that series, segregate and
      hold
      in trust for the benefit of the Persons entitled thereto a sum sufficient to
      pay
      the principal and any premium and interest 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,
      it will, prior to each due date of the principal of or any premium or interest
      on any Securities of that series, deposit (or, if the Company has deposited
      any
      trust funds with a trustee pursuant to Section 1304(1), cause such trustee
      to deposit) with a Paying Agent a sum sufficient to pay such amount, such sum
      to
      be held as provided by the Trust Indenture Act, 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 for any series of Securities 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) comply with the provisions of the Trust
      Indenture Act applicable to it as a Paying Agent and (2) during the
      continuance of any default by the Company (or any other obligor upon the
      Securities of that series) in the making of any payment in respect of the
      Securities of that series, upon the written request of the Trustee, forthwith
      pay to the Trustee all sums held in trust by such Paying Agent for payment
      in
      respect of the Securities of that series.

    


    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
      money.

    


    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 or any premium or interest on any
      Security of any series and remaining unclaimed for two years after such
      principal, premium or interest has become due and payable shall be paid to
      the
      Company on 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 thereof, 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
      a
      newspaper published in the English language, customarily published on each
      Business Day and of general circulation in New York, New York, 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.

     

    
      
        
        

      

      
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    SECTION
      1004. Statement
      by Officers as to Default.

    


    The
      Company will deliver to the Trustee, within 120 days after the end of each
      fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers thereof
      the Company is in default in the performance and observance of any of the terms,
      provisions and conditions of this Indenture (without regard to any period of
      grace or requirement of notice provided hereunder) and, if the Company shall
      be
      in default, specifying all such defaults and the nature and status thereof
      of
      which they may have knowledge.

     

    SECTION
      1005. 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 (charter
      and
      statutory) and franchises; provided,
      however,
      that
      the Company shall not be required to preserve any such right or franchise if
      the
      Board of Directors shall determine that the preservation thereof is no longer
      desirable in the conduct of the business of the Company and that the loss
      thereof is not disadvantageous in any material respect to the Holders of
      Outstanding Securities.

     

    SECTION
      1006. Payment
      of Taxes and Other Claims.

    


    The
      Company will pay or discharge or cause to be paid or discharged, before the
      same
      shall become delinquent, (1) all taxes, assessments and governmental
      charges levied or imposed upon the Company or any Subsidiary or upon the income,
      profits or property of the Company or any Subsidiary, and (2) all lawful
      claims for labor, materials and supplies which, if unpaid, might by law become
      a
      lien upon the property of the Company or any Subsidiary; provided,
      however,
      that
      the Company shall not be required to pay or discharge or cause to be paid or
      discharged any such tax, assessment, charge or claim whose amount, applicability
      or validity is being contested in good faith by appropriate
      proceedings.

     

    SECTION
      1007. Waiver
      of Certain Covenants.

    


    Except
      as
      otherwise specified as contemplated by Section 301 for Securities of a
      specific series, the Company may, with respect to the Securities of any series,
      omit in any particular instance to comply with any term, provision or condition
      set forth in any covenant provided pursuant to Section 301(18), 901(2) or
      901(7) for the benefit of the Holders of such series, in Article Eight, or
      in
      any of Sections 1005 through 1006, inclusive, if before the time for such
      compliance the Holders of at least a majority in principal amount of the
      Outstanding Securities of such series shall, by Act of such Holders, either
      waive such compliance in such instance or generally waive compliance with such
      term, provision or condition, but no such waiver shall extend to or affect
      such
      term, provision 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.

     

    SECTION
      1008. Calculation
      of Original Issue Discount.

    


    The
      Company shall file with the Trustee promptly at the end of each calendar year
      a
      written notice specifying the amount of original issue discount (including
      daily
      rates and accrual periods) accrued on Outstanding Securities as of the end
      of
      such year, but only if as of the end of such year Securities issued at an
      original issue discount are then Outstanding.

    


    
      
        
        

      

      
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    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 such Securities) 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 a Board
      Resolution or in another manner specified as contemplated by Section 301
      for such Securities. In case of any redemption at the election of the Company
      of
      less than all the Securities of any series (including any such redemption
      affecting only a single Security), the Company shall, at least 60 days
      prior to the Redemption Date fixed by the Company (unless a shorter notice
      shall
      be satisfactory to the Trustee), notify the Trustee of such Redemption Date,
      of
      the principal amount of Securities of such series to be redeemed and, if
      applicable, of the tenor of the Securities 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 are to be redeemed (unless all the
      Securities of such series and of a specified tenor are to be redeemed or unless
      such redemption affects only a single Security), 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 not
      previously called for redemption, by such method as the Trustee shall deem
      fair
      and appropriate and which may provide for the selection for redemption of a
      portion of the principal amount of any Security of such series, provided
      that the
      unredeemed portion of the principal amount of any Security shall be in an
      authorized denomination (which shall not be less than the minimum authorized
      denomination) for such Security. If less than all the Securities of such series
      and of a specified tenor are to be redeemed (unless such redemption affects
      only
      a single Security), 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 and specified tenor not previously called
      for redemption in accordance with the preceding sentence.

    


    The
      Trustee shall promptly notify the Company in writing of the Securities selected
      for redemption as aforesaid and, in case of any Securities selected for partial
      redemption as aforesaid, the principal amount thereof to be
      redeemed.

    


    The
      provisions of the two preceding paragraphs shall not apply with respect to
      any
      redemption affecting only a single Security, whether such Security is to be
      redeemed in whole or in part. In the case of any such redemption in part, the
      unredeemed portion of the principal amount of the Security shall be in an
      authorized denomination (which shall not be less than the minimum authorized
      denomination) for such Security.

    


    
      
        
        

      

      
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    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 Securities redeemed or to be redeemed only in part, to the portion of the
      principal amount of such Securities which has been or is to be
      redeemed.

     

    SECTION
      1104. Notice
      of Redemption.

    


    Notice
      of
      redemption shall be given by first-class mail, postage prepaid, mailed not
      less
      than 30 nor more than 60 days prior to the Redemption Date, to each Holder
      of
      Securities to be redeemed, at his address appearing in the Security Register,
      with a copy to the Trustee and any Paying Agent.

    


    All
      notices of redemption shall identify the Securities to be redeemed, including
      CUSIP number, if any, and shall state:

    


    (1) the
      Redemption Date,

    


    (2) the
      Redemption Price,

    


    (3) if
      less
      than all the Outstanding Securities of any series consisting of more than a
      single Security are to be redeemed, the identification (and, in the case of
      partial redemption of any such Securities, the principal amounts) of the
      particular Securities to be redeemed and, if less than all the Outstanding
      Securities of any series consisting of a single Security are to be redeemed,
      the
      principal amount of the particular Security to be redeemed,

    


    (4) that
      on
      the Redemption Date the Redemption Price will become due and payable upon each
      such Security to be redeemed and, if applicable, that interest thereon will
      cease to accrue on and after said date,

    


    (5) the
      place
      or places where each such Security is to be surrendered for payment of the
      Redemption Price, and

    


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

    


    Notice
      of
      redemption of Securities to be redeemed at the election of the Company shall
      be
      given by the Company or, at the Company’s request made to the Trustee at least
      35 days prior to the Redemption Date, by the Trustee in the name and at the
      expense of the Company and shall be irrevocable.

     

    SECTION
      1105. Deposit
      of Redemption Price.

    


    Prior
      to
      any Redemption Date, the Company shall deposit with the Trustee or with a Paying
      Agent (or, if the Company is acting as its own Paying Agent, segregate and
      hold
      in trust as provided in Section 1003) an amount of money sufficient to pay
      the Redemption Price of, and (except if the Redemption Date shall be an Interest
      Payment Date or the Securities of the series provide otherwise) accrued interest
      on, all the Securities which are to be redeemed on that date.

     

    
      
        
        

      

      
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    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, and from and after such date (unless the Company shall
      default in the payment of the Redemption Price and accrued interest) such
      Securities shall cease to bear interest. Upon surrender of any such Security
      for
      redemption in accordance with said notice, such Security shall be paid by the
      Company at the Redemption Price, together, if applicable, with accrued interest
      to the Redemption Date; provided,
      however,
      that,
      unless otherwise specified as contemplated by Section 301, installments of
      interest whose Stated Maturity is on or prior to the Redemption Date will be
      payable to the Holders of such Securities, or one or more Predecessor
      Securities, registered as such at the close of business on the relevant Record
      Dates according to their terms and the provisions of
      Section 307.

    


    If
      any
      Security called for redemption shall not be so paid upon surrender thereof
      for
      redemption, the principal and any premium shall, until paid, bear interest
      from
      the Redemption Date at the rate prescribed therefor in the
      Security.

     

    SECTION
      1107. Securities
      Redeemed in Part.

    


    Any
      Security which is to be redeemed only in part 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 and of like tenor,
      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 any series except as otherwise specified as
      contemplated by Section 301 for such Securities.

    


    The
      minimum amount of any sinking fund payment provided for by the terms of any
      Securities 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 is herein referred to as an “optional sinking fund payment”. If
      provided for by the terms of any Securities, the cash amount of any sinking
      fund
      payment may be subject to reduction as provided in Section 1202. Each
      sinking fund payment shall be applied to the redemption of Securities as
      provided for by the terms of such Securities.

     

    
      
        
        

      

      
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    SECTION
      1202. Satisfaction
      of Sinking Fund Payments with Securities.

    


    The
      Company (1) may deliver Outstanding Securities of a series (other than any
      previously called for redemption) and (2) may apply as a credit Securities
      of a series which have been redeemed either at the election of the 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, in
      each
      case in satisfaction of all or any part of any sinking fund payment with respect
      to any Securities of such series required to be made pursuant to the terms
      of
      such Securities as and to the extent provided for by the terms of such
      Securities; provided
      that the
      Securities to be so credited have not been previously so credited. The
      Securities to be so credited shall be received and credited for such purpose
      by
      the Trustee at the Redemption Price, as specified in the Securities so to be
      redeemed, for redemption through operation of the sinking fund and the amount
      of
      such sinking fund payment shall be reduced accordingly.

     

    SECTION
      1203. Redemption
      of Securities for Sinking Fund.

    


    Not
      less
      than 60 days prior to each sinking fund payment date for any Securities,
      the Company will deliver to the Trustee an Officers’ Certificate specifying the
      amount of the next ensuing sinking fund payment for such Securities pursuant
      to
      the terms of such Securities, the portion thereof, if any, which is to be
      satisfied by payment of cash and the portion thereof, if any, which is to be
      satisfied by delivering and crediting Securities pursuant to Section 1202
      and will also deliver to the Trustee any Securities to be so delivered. Not
      less
      than 30 nor more than 45 days prior to 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

     

    DEFEASANCE
      AND COVENANT DEFEASANCE

     

    SECTION
      1301. Company’s
      Option to Effect Defeasance or Covenant Defeasance.

    


    If
      applicable to a particular series of Securities, the Company may elect, at
      its
      option at any time, to have Section 1302 or Section 1303 applied to
      any such series of Securities or any Securities of such series, as the case
      may
      be, designated pursuant to Section 301 as being defeasible pursuant to such
      Section 1302 or 1303, in accordance with any applicable requirements
      provided pursuant to Section 301 and upon compliance with the conditions
      set forth below in this Article. Any such election shall be evidenced by a
      Board
      Resolution or in another manner specified as contemplated by Section 301
      for such Securities.

     

    SECTION
      1302. Defeasance
      and Discharge.

    


    Upon
      the
      Company’s exercise of its option (if any) to have this Section applied to
      any applicable series of Securities or any Securities of such series, as the
      case may be, the Company shall be deemed to have been discharged from its
      obligations with respect to such Securities as provided in this Section on
      and after the date the conditions set forth in Section 1304 are satisfied
      (hereinafter called “Defeasance”). For this purpose, such Defeasance means that
      the Company shall be deemed to have paid and discharged the entire indebtedness
      represented by such Securities and to have satisfied all its other obligations
      under such Securities and this Indenture insofar as such Securities are
      concerned (and the Trustee, at the expense of the Company, shall execute proper
      instruments acknowledging the same), subject to the following which shall
      survive until otherwise terminated or discharged hereunder: (1) the rights
      of Holders of such Securities to receive, solely from the trust fund described
      in Section 1304 and as more fully set forth in such Section, payments in
      respect of the principal of and any premium and interest on such Securities
      when
      payments are due, (2) the Company’s obligations with respect to such
      Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights,
      powers, trusts, duties and immunities of the Trustee hereunder and (4) this
      Article. Subject to compliance with this Article, the Company may exercise
      its
      option (if any) to have this Section applied to any applicable Securities
      notwithstanding the prior exercise of its option (if any) to have
      Section 1303 applied to such Securities.

     

    
      
        
        

      

      
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    SECTION
      1303. Covenant
      Defeasance.

    


    Upon
      the
      Company’s exercise of its option (if any) to have this Section applied to
      any applicable series of Securities or any Securities of such series, as the
      case may be, (1) the Company shall be released from its obligations under
      Section 801(3), Sections 1005 through 1006, inclusive, and any covenants
      provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of
      the Holders of such Securities and (2) the occurrence of any event
      specified in Sections 501(4) (with respect to any of Section 801(3),
      Sections 1005 through 1006, inclusive, and any such covenants provided pursuant
      to Section 301(18), 901(2) or 901(7)), 501(5) and 501(7) shall be deemed
      not to be or result in an Event of Default, in each case with respect to such
      Securities as provided in this Section on and after the date the conditions
      set forth in Section 1304 are satisfied (hereinafter called “Covenant
      Defeasance”). For this purpose, such Covenant Defeasance means that, with
      respect to such Securities, 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 specified Section (to the extent so specified in the case of
      Section 501(4)), whether directly or indirectly by reason of any reference
      elsewhere herein to any such Section or by reason of any reference in any
      such Section to any other provision herein or in any other document, but
      the remainder of this Indenture and such Securities shall be unaffected
      thereby.

     

    SECTION
      1304. Conditions
      to Defeasance or Covenant Defeasance.

    


    The
      following shall be the conditions to the application of Section 1302 or
      Section 1303 to any applicable series of Securities or any Securities of
      such series, as the case may be:

    


    (1) The
      Company shall irrevocably have deposited or caused to be deposited with the
      Trustee (or another trustee which satisfies the requirements contemplated by
      Section 609 and agrees to comply with the provisions of this Article
      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 benefits of the Holders of such Securities, (A) money in an amount,
      or (B) U.S. Government Obligations 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, money in
      an
      amount, or (C) a combination thereof, in each case 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 any such other
      qualifying trustee) to pay and discharge, the principal of and any premium
      and
      interest on such Securities on the respective Stated Maturities, in accordance
      with the terms of this Indenture and such Securities. As used herein, “U.S.
      Government Obligation” means (x) any security which is (i) a direct
      obligation of the United States of America for the payment of which the full
      faith and credit of the United States of America is pledged or (ii) an
      obligation of a Person controlled or supervised by and acting as an agency
      or
      instrumentality of the United States of America the payment of which is
      unconditionally guaranteed as a full faith and credit obligation by the United
      States of America, which, in either case (i) or (ii), is not callable or
      redeemable at the option of the issuer thereof, and (y) any depositary
      receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
      Act) as custodian with respect to any U.S. Government Obligation which is
      specified in Clause (x) above and held by such bank for the account of the
      holder of such depositary receipt, or with respect to any specific payment
      of
      principal of or interest on any U.S. Government Obligation which is so specified
      and held, 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 depositary receipt
      from
      any amount received by the custodian in respect of the U.S. Government
      Obligation or the specific payment of principal or interest evidenced by such
      depositary receipt.

    


    
      
        
        

      

      
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    (2) In
      the
      event of an election to have Section 1302 apply to any applicable series of
      Securities or any Securities of such series, as the case may be, the Company
      shall have delivered to the Trustee an Opinion of Counsel stating that
      (A) the Company has received from, or there has been published by, the
      Internal Revenue Service a ruling or (B) since the date of this instrument,
      there has been a change in the applicable Federal income tax law, in either
      case (A) or (B) to the effect that, and based thereon such opinion shall
      confirm that, the Holders of such Securities will not recognize gain or loss
      for
      Federal income tax purposes as a result of the deposit, Defeasance and discharge
      to be effected with respect to such Securities and will be subject to Federal
      income tax on the same amount, in the same manner and at the same times as
      would
      be the case if such deposit, Defeasance and discharge were not to
      occur.

    


    (3) In
      the
      event of an election to have Section 1303 apply to any applicable series of
      Securities or any Securities of such series, as the case may be, the Company
      shall have delivered to the Trustee an Opinion of Counsel to the effect that
      the
      Holders of such Securities will not recognize gain or loss for Federal income
      tax purposes as a result of the deposit and Covenant Defeasance to be effected
      with respect to such Securities and will be subject to Federal income tax on
      the
      same amount, in the same manner and at the same times as would be the case
      if
      such deposit and Covenant Defeasance were not to occur.

    


    (4) The
      Company shall have delivered to the Trustee an Officers’ Certificate to the
      effect that neither such Securities nor any other Securities of the same series,
      if then listed on any securities exchange, will be delisted as a result of
      such
      deposit.

    


    (5) No
      event
      which is, or after notice or lapse of time or both would become, an Event of
      Default with respect to such Securities or any other Securities shall have
      occurred and be continuing at the time of such deposit or, with regard to any
      such event specified in Sections 501(5) and (6), at any time on or prior to
      the
      90th day after the date of such deposit (it being understood that this condition
      shall not be deemed satisfied until after such 90th day).

    


    
      
        
        

      

      
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    (6) Such
      Defeasance or Covenant Defeasance shall not cause the Trustee to have a
      conflicting interest within the meaning of the Trust Indenture Act (assuming
      all
      Securities are in default within the meaning of such Act).

    


    (7) Such
      Defeasance or Covenant Defeasance shall not result in a breach or violation
      of,
      or constitute a default under, any other agreement or instrument to which the
      Company is a party or by which it is bound.

    


    (8) Such
      Defeasance or Covenant Defeasance shall not result in the trust arising from
      such deposit constituting an investment company within the meaning of the
      Investment Company Act unless such trust shall be registered under such Act
      or
      exempt from registration thereunder.

    


    (9) The
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent with respect
      to
      such Defeasance or Covenant Defeasance have been complied with.

     

    SECTION
      1305. Deposited
      Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
      Provisions.

    


    Subject
      to the provisions of the last paragraph of Section 1003, all money and U.S.
      Government Obligations (including the proceeds thereof) deposited with the
      Trustee or other qualifying trustee (solely for purposes of this
      Section and Section 1306, the Trustee and any such other trustee are
      referred to collectively as the “Trustee”) pursuant to Section 1304 in
      respect of any Securities shall be held in trust and applied by the Trustee,
      in
      accordance with the provisions of such Securities and this Indenture, to the
      payment, either directly or through any such Paying Agent (including the Company
      acting as its own Paying Agent) as the Trustee may determine, to the Holders
      of
      such Securities, of all sums due and to become due thereon in respect of
      principal and any premium and interest, but money so held in trust need not
      be
      segregated from other funds except to the extent required by law.

    


    The
      Company shall pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the U.S. Government Obligations deposited
      pursuant to Section 1304 or the principal and interest received in respect
      thereof other than any such tax, fee or other charge which by law is for the
      account of the Holders of Outstanding Securities.

    


    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 U.S.
      Government Obligations held by it as provided in Section 1304 with respect
      to any Securities 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 the Defeasance or Covenant Defeasance,
      as
      the case may be, with respect to such Securities.

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

    SECTION
      1306. Reinstatement.

    


    If
      the
      Trustee or the Paying Agent is unable to apply any money in accordance with
      this
      Article with respect to any Securities by reason of any order or judgment of
      any
      court or governmental authority enjoining, restraining or otherwise prohibiting
      such application, then the obligations under this Indenture and such Securities
      from which the Company has been discharged or released pursuant to
      Section 1302 or 1303 shall be revived and reinstated as though no deposit
      had occurred pursuant to this Article with respect to such Securities, until
      such time as the Trustee or Paying Agent is permitted to apply all money held
      in
      trust pursuant to Section 1305 with respect to such Securities in
      accordance with this Article; provided,
      however,
      that if
      the Company makes any payment of principal of or any premium or interest on
      any
      such Security following such reinstatement of its obligations, the Company
      shall
      be subrogated to the rights (if any) of the Holders of such Securities to
      receive such payment from the money so held in trust.

    


    ARTICLE
      FOURTEEN

     

    SUBORDINATION
      OF SECURITIES

     

    SECTION
      1401. Securities
      Subordinate to Senior Debt.

    


    The
      Company covenants and agrees, and each Holder of a Security, by his acceptance
      thereof, likewise covenants and agrees, that, to the extent and in the manner
      hereinafter set forth in this Article, the indebtedness represented by the
      Securities and the payment of the principal of (and premium, if any) and
      interest on each and all of the Securities are hereby expressly made subordinate
      and subject in right of payment to the prior payment in full of all Senior
      Debt.

     

    SECTION
      1402. Payment
      Over of Proceeds Upon Dissolution, Etc.

    


    In
      the
      event of (a) any insolvency or bankruptcy case or proceeding, or any
      receivership, liquidation, reorganization or other similar case or proceeding
      in
      connection therewith, relative to the Company or to its creditors, as such,
      or
      to its assets, or (b) any liquidation, dissolution or other winding up of
      the Company, whether voluntary or involuntary and whether or not involving
      insolvency or bankruptcy, or (c) any assignment for the benefit of
      creditors or any other marshalling of assets and liabilities of the Company,
      then and in any such event the holders of Senior Debt shall be entitled to
      receive payment in full of all amounts due or to become due on or in respect
      of
      all Senior Debt, or provision shall be made for such payment in cash, before
      the
      Holders of the Securities are entitled to receive any payment on account of
      principal of (or premium, if any) or interest on the Securities, and to that
      end
      the holders of Senior Debt shall be entitled to receive, for application to
      the
      payment thereof, any payment or distribution of any kind or character, whether
      in cash, property or securities, including any such payment or distribution
      which may be payable or deliverable by reason of the payment of any other
      indebtedness of the Company being subordinated to the payment of the Securities,
      which may be payable or deliverable in respect of the Securities in any such
      case, proceeding, dissolution, liquidation or other winding up
      event.

    


    In
      the
      event that, notwithstanding the foregoing provisions of this Section, the
      Trustee or the Holder of any Security shall have received any payment or
      distribution of assets of the Company of any kind or character, whether in
      cash,
      property or securities, including any such payment or distribution which may
      be
      payable or deliverable by reason of the payment of any other indebtedness of
      the
      Company being subordinated to the payment of the Securities, before all Senior
      Debt is paid in full or payment thereof provided for, and if such fact shall,
      at
      or prior to the time of such payment or distribution, have been made known
      to
      the Trustee or, as the case may be, such Holder, then and in such event such
      payment or distribution shall be paid over or delivered forthwith to the trustee
      in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
      other Person making payment or distribution of assets of the Company for
      application to the payment of all Senior Debt remaining unpaid, to the extent
      necessary to pay all Senior Debt in full, after giving effect to any concurrent
      payment or distribution to or for the holders of Senior Debt. Any taxes that
      have been withheld or deducted from any payment or distribution in respect
      of
      the Securities, or any taxes that ought to have been withheld or deducted from
      any such payment or distribution that have been remitted to the relevant taxing
      authority, shall not be considered to an amount that the Trustee or the Holder
      of any Security receives for purposes of this Section.

    


    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

    For
      purposes of this Article only, the words “cash, property or securities” shall
      not be deemed to include shares of stock of the Company as reorganized or
      readjusted, or securities of the Company or any other corporation provided
      for
      by a plan of reorganization or readjustment which are subordinated in right
      of
      payment to all Senior Debt which may at the time be outstanding to substantially
      the same extent as, or to a greater extent than, the Securities are so
      subordinated as provided in this Article. The consolidation of the Company
      with,
      or the merger of the Company into, another Person or the liquidation or
      dissolution of the Company following the conveyance or transfer of its
      properties and assets substantially as an entirety to another Person upon the
      terms and conditions set forth in Article Eight shall not be deemed a
      dissolution, winding up, liquidation, reorganization, assignment for the benefit
      of creditors or marshalling of assets and liabilities of the Company for the
      purposes of this Section if the Person formed by such consolidation or into
      which the Company is merged or the Person which acquires by conveyance or
      transfer such properties and assets substantially as an entirety, as the case
      may be, shall, as a part of such consolidation, merger, conveyance or transfer,
      comply with the conditions set forth in Article Eight.

     

    SECTION
      1403. Prior
      Payment to Senior Debt upon Acceleration of Securities.

    


    In
      the
      event that any Securities are declared due and payable before their Stated
      Maturity, then and in such event the holders of Senior Debt shall be entitled
      to
      receive payment in full of all amounts due or to become due on or in respect
      of
      all Senior Debt or provision shall be made for such payment in cash, before
      the
      Holders of the Securities are entitled to receive any payment (including any
      payment which may be payable by reason of the payment of any other indebtedness
      of the Company being subordinated to the payment of the Securities) by the
      Company on account of the principal of (or premium, if any) or interest on
      the
      Securities or on account of the purchase or other acquisition of Securities;
      provided,
      however,
      that
      nothing in this Section shall prevent the satisfaction of any sinking fund
      payment in accordance with Article Twelve by delivering and crediting pursuant
      to Section 1202 Securities which have been acquired (upon redemption or
      otherwise) prior to such declaration of acceleration.

    


    In
      the
      event that, notwithstanding the foregoing, the Company shall make any payment
      to
      the Trustee or the Holder of any Security prohibited by the foregoing provisions
      of this Section, and if such fact shall, at or prior to the time of such
      payment, have been made known to the Trustee or, as the case may be, such
      Holder, then and in such event such payment shall be paid over and delivered
      forthwith to the Company.

    


    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

    The
      provisions of this Section shall not apply to any payment with respect to
      which Section 1402 would be applicable.

    


    SECTION
      1404.  No
      Payment When Senior Debt in Default.

    


    (a) In
      the
      event and during the continuation of any default in the payment of principal
      of
      (or premium, if any) or interest on any Senior Debt beyond any applicable grace
      period with respect thereto, or in the event that any event of default with
      respect to any Senior Debt shall have occurred and be continuing permitting
      the
      holders of such Senior Debt (or a trustee on behalf of the holders thereof)
      to
      declare such Senior Debt due and payable prior to the date on which it would
      otherwise have become due and payable, unless and until such event of default
      shall have been cured or waived or shall have ceased to exist and such
      acceleration shall have been rescinded or annulled, or (b) in the event any
      judicial proceeding shall be pending with respect to any such default in payment
      or event of default, then no payment (including any payment which may be payable
      by reason of the payment of any other indebtedness of the Company being
      subordinated to the payment of the Securities) shall be made by the Company
      on
      account of principal of (or premium, if any) or interest on the Securities
      or on
      account of the purchase or other acquisition of Securities; provided,
      however,
      that
      nothing in this Section shall prevent the satisfaction of any sinking fund
      payment in accordance with Article Twelve by delivering and crediting pursuant
      to Section 1202 Securities which have been acquired (upon redemption or
      otherwise) prior to such default in Payment or event of default.

    


    In
      the
      event that, notwithstanding the foregoing, the Company shall make any payment
      to
      the Trustee or the Holder of any Security prohibited by the foregoing provisions
      of this Section, and if such fact shall, at or prior to the time of such
      payment, have been made known to the Trustee or, as the case may be, such
      Holder, then and in such event such payment shall be paid over and delivered
      forthwith to the Company.

    


    The
      provisions of this Section shall not apply to any payment with respect to
      which Section 1402 would be applicable.

     

    SECTION
      1405. Payment
      Permitted in Certain Situations.

    


    Nothing
      contained in this Article or elsewhere in this Indenture or in any of the
      Securities shall prevent (a) the Company, at any time except during the
      pendency of any case, proceeding, dissolution, liquidation or other winding
      up,
      assignment for the benefit of creditors or other marshalling of assets and
      liabilities of the Company referred to in Section 1402 or under the
      conditions described in Section 1403 or 1404, from making payments at any
      time of principal of (and premium, if any) or interest on the Securities, or
      (b) the application by the Trustee of any money deposited with it hereunder
      to the payment of or on account of the principal of (and premium, if any) or
      interest on the Securities or the retention of such payment by the holders,
      if,
      at the time of such application by the Trustee, it did not have knowledge that
      such payment would have been prohibited by the provisions of this
      Article.

     

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

    SECTION
      1406. Subrogation
      to Rights of Holders of Senior Debt.

    


    Subject
      to the payment in full of all Senior Debt or the provision for such payment
      in
      cash or cash equivalents or otherwise in a manner satisfactory to the holders
      of
      Senior Debt, the Holders of the Securities shall be subrogated to the extent
      of
      the payments or distributions made to the holders of such Senior Debt pursuant
      to the provisions of this Article (equally and ratably with the holders of
      indebtedness of the Company which by its express terms is subordinated to
      indebtedness of the Company to substantially the same extent as the Securities
      are subordinated to the Senior Debt and is entitled to like rights of
      subrogation) to the rights of the holders of such Senior Debt to receive
      payments and distributions of cash, property and securities applicable to the
      Senior Debt until the principal of (and premium, if any) and interest on the
      Securities shall be paid in full. For purposes of such subrogation, no payments
      or distributions to the holders of the Senior Debt of any cash, property or
      securities to which the Holders of the Securities or the Trustee would be
      entitled except for the provisions of this Article, and no payments over
      pursuant to the provisions of this Article to the holders of Senior Debt by
      Holders of the Securities or the Trustee, shall, as among the Company, its
      creditors other than holders of Senior Debt and the Holders of the Securities,
      be deemed to be a payment or distribution by the Company to or on account of
      the
      Senior Debt.

     

    SECTION
      1407. Provisions
      Solely to Define Relative Rights.

    


    The
      provisions of this Article are and are intended solely for the purpose of
      defining the relative rights of the Holders of the Securities on the one hand
      and the holders of Senior Debt on the other hand. Nothing contained in this
      Article or elsewhere in this Indenture or in the Securities is intended to
      or
      shall (a) impair, as among the Company, its creditors other than holders of
      Senior Debt and the Holders of the Securities, the obligation of the Company,
      which is absolute and unconditional (and which, subject to the rights under
      this
      Article of the holders of Senior Debt, is intended to rank equally with all
      other general obligations of the Company), to pay to the Holders of the
      Securities the principal of (and premium, if any) and interest on the Securities
      as and when the same shall become due and payable in accordance with their
      terms; or (b) affect the relative rights against the Company of the Holders
      of the Securities and creditors of the Company other than the holders of Senior
      Debt; or (c) prevent the Trustee or the Holder of any Security from
      exercising all remedies otherwise permitted by applicable law upon default
      under
      this Indenture, subject to the rights, if any, under this Article of the holders
      of Senior Debt to receive cash, property and securities otherwise payable or
      deliverable to the Trustee or such Holder.

     

    SECTION
      1408. Trustee
      to Effectuate Subordination.

    


    Each
      Holder of a Security by his acceptance thereof authorizes and directs the
      Trustee on his behalf to take such action as may be necessary or appropriate
      to
      effectuate the subordination provided in this Article and appoints the Trustee
      his attorney-in-fact for any and all such purposes.

     

    SECTION
      1409. No
      Waiver of Subordination Provisions.

    


    No
      right
      of any present or future holder of any Senior Debt to enforce subordination
      as
      herein provided shall at any time in any way be prejudiced or impaired by any
      act or failure to act on the part of the Company or by any act or failure to
      act, in good faith, by any such holder, or by any non-compliance by the Company
      with the terms, provisions and covenants of this Indenture, regardless of any
      knowledge thereof any such holder may have or be otherwise charged
      with.

    


    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    

    Without
      in any way limiting the generality of the foregoing paragraph, the holders
      of
      Senior Debt may, at any time and from time to time, without the consent of
      or
      notice to the Trustee or the Holders of the Securities, without incurring
      responsibility to the Holders of the Securities and without impairing or
      releasing the subordination provided in this Article or the obligations
      hereunder of the Holders of the Securities to the holders of Senior Debt do
      any
      one or more of the following: (i) change the manner, place or terms of
      payment or extend the time of payment of, or renew or alter, Senior Debt or
      otherwise amend or supplement in any manner Senior Debt or any instrument
      evidencing the same or any agreement under which Senior Debt is outstanding;
      (ii) sell, exchange, release or otherwise deal with any property pledged,
      mortgaged or otherwise securing Senior Debt; (iii) release any Person
      liable in any manner for the collection of Senior Debt; and (iv) exercise
      or refrain from exercising any rights against the Company and any other
      Person.

     

    SECTION
      1410. Notice
      to Trustee.

    


    The
      Company shall give prompt written notice to the Trustee of any fact known to
      the
      Company which would prohibit the making of any payment to or by the Trustee
      in
      respect of the Securities. Notwithstanding the provisions of this Article or
      any
      other provision of this Indenture, the Trustee shall not be charged with
      knowledge of the existence of any facts which would prohibit the making of
      any
      payment to or by the Trustee in respect of the Securities, unless and until
      the
      Trustee shall have received written notice thereof from the Company or a holder
      of Senior Debt or from any trustee therefor; and, prior to the receipt of any
      such written notice, the Trustee, subject to the provisions of Section 601,
      shall be entitled in all respects to assume that no such facts
      exist.

    


    Subject
      to the provisions of Section 601, the Trustee shall be entitled to rely on
      the delivery to it of a written notice by a Person representing himself to
      be a
      holder of Senior Debt (or a trustee therefor) to establish that such notice
      has
      been given by a holder of Senior Debt (or a trustee therefor). In the event
      that
      the Trustee determines in good faith that further evidence is required with
      respect to the right of any Person as a holder of Senior Debt to participate
      in
      any payment or distribution pursuant to this Article, the Trustee may request
      such Person to furnish evidence to the reasonable satisfaction of the Trustee
      as
      to the amount of Senior Debt held by such Person, the extent to which such
      Person is entitled to participate in such payment or distribution and any other
      facts pertinent to the rights of such Person under this Article, and if such
      evidence is not furnished, the Trustee may defer any payment to such Person
      pending judicial determination as to the right of such Person to receive such
      payment.

     

    SECTION
      1411. Reliance
      on Judicial Order or Certificate of Liquidating Agent.

    


    Upon
      any
      payment or distribution of assets of the Company referred to in this Article,
      the Trustee, subject to the provisions of Section 601, and the Holders of
      the Securities shall be entitled to rely upon any order or decree entered by
      any
      court of competent jurisdiction in which such insolvency, bankruptcy,
      receivership, liquidation, reorganization, dissolution, winding up or similar
      case or proceeding is pending, or a certificate of the trustee in bankruptcy,
      receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
      agent or other Person making such payment or distribution, delivered to the
      Trustee or to the Holders of Securities, for the purpose of ascertaining the
      Persons entitled to participate in such payment or distribution, the holders
      of
      Senior Debt and other indebtedness of the Company, the amount thereof or payable
      thereon, the amount or amounts paid or distributed thereon and all other facts
      pertinent thereto or to this Article.

     

    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    

    SECTION
      1412. Trustee
      Not Fiduciary for Holders of Senior Debt.

    


    The
      Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
      Debt and shall not be liable to any such holders or creditors if it shall in
      good faith pay over or distribute to Holders of Securities or to the Company
      or
      to any other Person cash, property or securities to which any holders of Senior
      Debt shall be entitled by virtue of this Article or otherwise.

     

    SECTION
      1413. Rights
      of Trustee as Holder of Senior Debt; Preservation of Trustee’s
      Rights.

    


    The
      Trustee in its individual capacity shall be entitled to all the rights set
      forth
      in this Article with respect to any Senior Debt which may at any time be held
      by
      it, to the same extent as any other holder of Senior Debt and nothing in this
      Indenture shall deprive the Trustee of any of its rights as such
      holder.

    


    Nothing
      in this Article shall apply to claims of, or payments to, the Trustee under
      or
      pursuant to Section 607.

     

    SECTION
      1414. Article
      Applicable to Paying Agents.

    


    In
      case
      at any time any Paying Agent other than the Trustee shall have been appointed
      by
      the Company and be then acting hereunder, the term “Trustee” as used in this
      Article shall in such case (unless the context otherwise requires) be construed
      as extending to and including such Paying Agent within its meaning as fully
      for
      all intents and purposes as if such Paying Agent were named in this Article
      in
      addition to or in place of the Trustee; provided,
      however,
      that
      Section 1413 shall not apply to the Company or any Affiliate of the Company
      if it or such Affiliate acts as Paying Agent.

    


    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    


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

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
      executed, and their respective seals to be hereunto affixed and attested, all
      as
      of the day and year first above written.

     

    
      	 	
              NORTHSTAR
                REALTY FINANCE CORP.

              


              


              


              By:
                ________________________________

            


    

    


    [seal]

    


    Attest:

    


    ______________________________

     

    
      
        	 	
                [                                                       ]

                Trustee:

                


                By:
                  _______________________________

              


      

    

    
 

    [seal]

    


    Attest:

    


    ______________________________

    


    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    

     

     

    
      	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)


    

     

    On
      the
      ______ day
      of
      ______, before me personally came ______, to me known, who, being by me duly
      sworn, did depose and say that he is ______ of Northstar Realty Finance Corp.,
      a
      Maryland corporation described in and which executed the foregoing instrument;
      that he knows the seal of said trust; that the seal affixed to said instrument
      is such seal; that it was so affixed by authority of the Board of Directors
      of
      said corporation; and that he signed his name thereto by like
      authority.

    


    


    _______________________________

    


    
       

      
        	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)


      

    

    


    On
      the
      ______ day of ______ before me personally came ______, to me known, who, being
      by me duly sworn, did depose and say that he is ______ of ______, a corporation
      described in and which executed the foregoing instrument; that he knows the
      seal
      of said corporation; that the seal affixed to said instrument is such corporate
      seal; that it was so affixed by authority of the Board of Directors of said
      corporation; and that he signed his name thereto by like authority.

    


    


    
      _______________________________



    


    
      
        
        

      

      
        -64-