EX 4.1





EXHIBIT 4.1 




FIVE STAR QUALITY CARE, INC.

  TO 


_________________ 
_________________ 

Indenture 

Dated as of
______________________, 20__ 

_________________ 

Senior Debt Securities 
_________________  














Table of Contents 





		Page
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS	1 
	  	 
	         Section 101 Definitions	1 
	         Section 102 Compliance Certificates and Opinions	7 
	         Section 103 Form of Documents Delivered to Trustee	8 
	         Section 104 Acts of Holders; Record Dates	8 
	         Section 105 Notices, Etc., to Trustee and Company	10 
	         Section 106 Notice to Holders; Waiver	10 
	         Section 107 Conflict with Trust Indenture Act	11 
	         Section 108 Effect of Headings and Table of Contents	11 
	         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	12 
	  	 
	         Section 201 Forms Generally	12 
	         Section 202 Form of Face of Security	12 
	         Section 203 Form of Reverse of Security	14 
	         Section 204 Form of Legend for Global Securities	18 
	         Section 205 Form of Trustee's Certificate of Authentication	18 
	  	 
	ARTICLE THREE THE SECURITIES	18 
	  	 
	         Section 301 Amount Unlimited; Issuable in Series	18 
	         Section 302 Denominations	21 
	         Section 303 Execution, Authentication, Delivery and Dating	21 
	         Section 304 Temporary Securities	23 
	         Section 305 Registration, Registration of Transfer and Exchange	24 
	         Section 306 Mutilated, Destroyed, Lost and Stolen Securities	25 
	         Section 307 Payment of Interest; Interest Rights Preserved	26 
	         Section 308 Persons Deemed Owners	27 
	         Section 309 Cancellation	27 
	         Section 310 Computation of Interest	28 
	  	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE	28 
	  	 
	         Section 401 Satisfaction and Discharge of Indenture	28 
	         Section 402 Application of Trust Money	29 
	  	 
	ARTICLE FIVE REMEDIES	29 
	  	 
	         Section 501 Events of Default	29 
	         Section 502 Acceleration of Maturity; Rescission and Annulment	31 
	         Section 503 Collection of Indebtedness and Suits for Enforcement by Trustee	32 
	         Section 504 Trustee May File Proofs of Claim	33 




i 






Table of Contents
(continued) 



		Page
	         Section 505 Trustee May Enforce Claims Without Possession of Securities	33 
	         Section 506 Application of Money Collected	33 
	         Section 507 Limitation on Suits	34 
	         Section 508 Unconditional Right of Holders to Receive Principal, Premium and Interest	34 
	         Section 509 Restoration of Rights and Remedies	35 
	         Section 510 Rights and Remedies Cumulative	35 
	         Section 511 Delay or Omission Not Waiver	35 
	         Section 512 Control by Holders	35 
	         Section 513 Waiver of Past Defaults	36 
	         Section 514 Undertaking for Costs	36 
	         Section 515 Waiver of Usury, Stay or Extension Laws	36 
	  	 
	ARTICLE SIX THE TRUSTEE	36 
	  	 
	         Section 601 Certain Duties and Responsibilities	36 
	         Section 602 Notice of Defaults	37 
	         Section 603 Certain Rights of Trustee	37 
	         Section 604 Not Responsible for Recitals or Issuance of Securities	38 
	         Section 605 May Hold Securities	38 
	         Section 606 Money Held in Trust	38 
	         Section 607 Compensation and Reimbursement	38 
	         Section 608 Conflicting Interests	39 
	         Section 609 Corporate Trustee Required; Eligibility	39 
	         Section 610 Resignation and Removal; Appointment of Successor	39 
	         Section 611 Acceptance of Appointment by Successor	41 
	         Section 612 Merger, Conversion, Consolidation or Succession to Business	42 
	         Section 613 Preferential Collection of Claims Against Company	42 
	         Section 614 Appointment of Authenticating Agent	42 
	  	 
	ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY	44 
	  	 
	         Section 701 Company to Furnish Trustee Names and Addresses of Holders	44 
	         Section 702 Preservation of Information; Communications to Holders	44 
	         Section 703 Reports by Trustee	45 
	         Section 704 Reports by Company	45 
	  	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	46 
	  	 
	         Section 801 Company May Consolidate, Etc., Only on Certain Terms	46 
	         Section 802 Successor Substituted	46 
	  	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES	47 
	  	 
	         Section 901 Supplemental Indentures Without Consent of Holders	47 
	         Section 902 Supplemental Indentures With Consent of Holders	48 
	         Section 903 Execution of Supplemental Indentures	49 
	         Section 904 Effect of Supplemental Indentures	49 
	         Section 905 Conformity with Trust Indenture Act	49 







ii 



		Page
	         Section 906 Reference in Securities to Supplemental Indentures	49 
	  	 
	ARTICLE TEN COVENANTS	50 
	  	 
	         Section 1001 Payment of Principal, Premium and Interest	50 
	         Section 1002 Maintenance of Office or Agency	50 
	         Section 1003 Money for Securities Payments to Be Held in Trust	50 
	         Section 1004 Statement by Officers as to Default	51 
	         Section 1005 Existence	52 
	         Section 1006 Waiver of Certain Covenants	52 
	  	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES	52 
	  	 
	         Section 1101 Applicability of Article	52 
	         Section 1102 Election to Redeem; Notice to Trustee	52 
	         Section 1103 Selection by Trustee of Securities to Be Redeemed	53 
	         Section 1104 Notice of Redemption	53 
	         Section 1105 Deposit of Redemption Price	54 
	         Section 1106 Securities Payable on Redemption Date	54 
	         Section 1107 Securities Redeemed in Part	55 
	  	 
	ARTICLE TWELVE SINKING FUNDS	55 
	  	 
	         Section 1201 Applicability of Article	55 
	         Section 1202 Satisfaction of Sinking Fund Payments with Securities	55 
	         Section 1203 Redemption of Securities for Sinking Fund	56 
	  	 
	ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE	56 
	  	 
	         Section 1301 Company's Option to Effect Defeasance or Covenant Defeasance	56 
	         Section 1302 Defeasance and Discharge	56 
	         Section 1303 Covenant Defeasance	57 
	         Section 1304 Conditions to Defeasance or Covenant Defeasance	57 
	         Section 1305 Deposited Money and US Government Obligations to Be Held in Trust; Miscellaneous Provisions	59 
	         Section 1306 Reinstatement	60 
	  	 
	ARTICLE FOURTEEN SECURITY	60 





iii 






Certain  Sections
of this Indenture relating to Sections 310 through 318, 
inclusive, of the
Trust Indenture Act of 1939, as amended: 



	Trust Indenture Act
Section 	Indenture Section
	§310(a)(1)	609 
	       (a)(2)	609 
	       (a)(3)	Not Applicable 
	       (a)(4)	Not Applicable 
	       (a)(5)	609 
	       (b)	608 
	       (c)	Not Applicable 
	§311(a)	613 
	       (b)	613 
	       (c)	Not Applicable 
	§312(a)	701 
	       (b)	702 
	       (c)	702 
	§313(a)	703 
	       (b)	Article 14, Not Applicable 
	       (c)	703 
	       (d)	703 
	§314(a)	704 
	       (b)	Article 14, Not Applicable 
	       (c)	102 
	       (d)	Article 14, Not Applicable
	       (e)	102 
	§315(a)	601, 603 
	       (b)	602 
	       (c)	601 
	       (d)	601, 603 
	       (e)	514 
	§316(a)(1)(A)	502 
	       (a)(1)(B)	513 
	       (a)(2)	Not Applicable
	       (b)	508 
	       (c)	104 
	§317(a)(1)	503 
	       (a)(2)	504 
	       (b)	1003 
	§318	107 






_________________ 



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









        INDENTURE,
dated as of ______________________, 20__ between Five Star Quality Care, Inc., a
corporation organized and existing under the laws of the State of Maryland (herein called
the “Company”), and ______________________, a ______________________ duly
organized and existing under the laws of ______________________, 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:  



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







	  	        (b)
          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;  







	  	        (c)
          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 at the Issue Date;  







	  	        (d)
          unless otherwise specifically set forth herein, all calculations or
          determinations of a Person shall be performed or made on a consolidated basis
in           accordance with generally accepted accounting principles;  













	  	        (e)
          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  







	  	        (f)
          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. 



        “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. 



        “Bankruptcy
Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any
similar United States federal or state law relating to bankruptcy, insolvency,
receivership, winding-up, liquidation, reorganization or relief of debtors or any
amendment to, succession to or change in any such law. 



        “Board”
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 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. 



        “Company”
means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Company” shall mean such successor
Person. 



-2- 






        “Company
Request” or “Company Order” means a written request or order signed in the
name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its
Chief Executive Officer, its Chief Operating Officer, its Chief Financial Officer, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary, 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. 



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



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



        “Custodian”
means any receiver, trustee, assignee, liquidator or other similar official under any
Bankruptcy Law. 



        “Default”
means any event that is, or after the giving of notice or the passage of time or both
would be, an Event of Default. 



        “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, a clearing agency registered under the Exchange Act 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. 



        “GAAP” means
generally accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards Board, or in such
other statements by such other entity as have been approved by a significant segment of
the accounting profession, which are in effect on the Issue Date. 



        “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). 



-3- 






        “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. 



        “Issue
Date” means the date of initial issuance of the Securities pursuant to this
Indenture. 



        “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(d) or
501(e). 



        “Officers’
Certificate” means a certificate signed by (i) the Chairman of the Board, a Vice
Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the
President or a Vice President, and (ii) the Chief Financial Officer, the Treasurer, an
Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary, of the
Company, and delivered to the Trustee. 



        “Opinion
of Counsel” means a written opinion of counsel, who may be counsel for the Company,
and who shall be acceptable to the Trustee. 



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



-4- 





        “Outstanding”,
when used with respect to Securities or any series of Securities means, as of the date of
determination, all Securities or Securities of such series theretofore authenticated and
delivered under this Indenture, except: 



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







	  	        (ii)                      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;  







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







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







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 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 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





-5- 






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, limited liability company, joint venture,
association, joint stock company, 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. 



        “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. 



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



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


-6- 





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



        “Subsidiary”
means a corporation 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, whether at all times or only so long as no senior class of stock has such
voting power by reason of any contingency. 



        “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. 



        “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. 



        “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”. 




        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, 



	  	        (a)                      a
statement that each individual signing such certificate or opinion has read
               such covenant or condition and the definitions herein relating thereto;  







-7- 






	  	        (b)                      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;  







	  	        (c)                      a
statement that, in the opinion of each such individual, he has made such
               examination or investigation as is necessary to enable him to express an
               informed opinion as to whether or not such covenant or condition has been
               complied with; and  







	  	        (d)                      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. 




        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 



-8- 





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 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 (a) any Notice of
Default, (b) any declaration of acceleration referred to in Section 502, (c) any
request to institute proceedings referred to in Section 507(b) or (d) any direction
referred to in Section 512. 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, 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. 


-9- 





        With
respect to any record date set pursuant to this Section, the Company 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 Trustee 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 Company 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. 



        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 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, 



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







	  	        (b)                      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 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 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 


-10- 





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. 




        Section
107  Conflict with Trust Indenture Act.  



        If
any provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act which is required thereunder 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 which 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. 




        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 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. 




-11- 






        Section
113  Legal Holidays.  





        In
any case where any Interest Payment Date, Redemption Date or Stated 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 Stated Maturity. 






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. 



        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.] 



_________________ 

______________________________




	No. ___________
	$ ________




        Five
Star Quality Care, Inc., 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 




-12- 






to ______________________, or
registered assigns, the principal sum of ______________________ Dollars on
______________________ [if the Security is to bear interest prior to Maturity, insert — ,
and to pay interest thereon from ______________________ or 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
______________________, at the rate of ___% per annum, until the principal hereof is
paid or made available for payment, provided that any principal and premium, and any such
installment 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
not so punctually paid or duly provided for 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].  



[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. Interest on any overdue
principal or premium shall be payable on demand. Any such interest on overdue principal or
premium which is not paid on demand shall bear interest at the rate of ___% per annum (to
the extent that the payment of such interest on interest shall be legally enforceable),
from the date of such demand until the amount so demanded is paid or made available for
payment. Interest on any overdue interest shall be payable on demand.] 



        Payment
of the principal of (and premium, if any) and any such interest on this Security will be
made at the office or agency of the Company maintained for that purpose in ____________,
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; 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. 



-13- 






        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. 




	Dated:	Five Star Quality Care, Inc.







By____________

  Title:








        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 — , limited in
aggregate principal amount to $____________]. 



        [If
applicable, insert — The Securities of this series are subject to redemption
upon not less than 30 days’ notice by mail, [if applicable,
insert — (a) 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
(b)] at any time [if applicable, insert — on or after
____________, ...____], 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 [if applicable, insert — on or before ____________, ___%,
and if redeemed] during the 12-month period beginning ____________ of the years indicated, 


	Year	Redemption
Price	Year	Redemption
Price







-14- 





and thereafter at a Redemption Price
equal to ___% of the principal amount, together in the case of any such redemption
[if applicable, insert — (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 Securities of this series are subject to redemption
upon not less than 30 days’ notice by mail, (a) on ____________ in any year
commencing with the year ____ and ending with the year ____ through operation of the
sinking fund for this series at the Redemption Prices for redemption through operation of
the sinking fund (expressed as percentages of the principal amount) set forth in the table
below, and (b) at any time [if applicable, insert — on or
after ____________], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning ____________ of the years indicated,’ 











	Year	  Redemption Price

   For Redemption 

 Through Operation

       of the     

   Sinking Fund 
	 Redemption Price For

 Redemption Otherwise

Than Through Operation

 of the Sinking Fund

	 		





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 — Notwithstanding the foregoing, the Company may not,
prior to ____________, redeem any Securities of this series as contemplated by
[if applicable, insert — clause (b) of] the preceding
paragraph as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less than ___%
per annum.] 




-15- 





        [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.] 



        [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.] 



        [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 (a) of
the amount of principal so declared due and payable and (b) 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 permitting the Holders of specified percentages in
principal amount of the Securities of each 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 and 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 



-16- 






this Security and
of any Security issued upon the registration of transfer hereof or in exchange therefor 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 a
majority 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. 



        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 $____________ 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



-17- 





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. 



        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: 



	  	
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 therein referred to in the
within–mentioned Indenture. 




	 	    _________________,

     As Trustee



  By__________________

    Authorized Officer







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



-18- 




manner provided, in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series, 



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







	  	        (b)
          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);  







	  	        (c)
          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;  







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







	  	        (e)
          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;  







	  	        (f)
          the place or places where the principal of and any premium and interest on any
          Securities of the series shall be payable;  







	  	        (g)
          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;  







	  	        (h)
          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;  







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







-19- 






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







	  	        (k)
          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 purposes of the definition of
          “Outstanding” in Section 101;  







	  	        (l)
          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);  







	  	        (m)
          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;  







	  	        (n)
          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);  







	  	        (o)
          if applicable, that the Securities of the series, in whole or any specified
          part, shall be defeasible pursuant to Section 1302 or Section 1303 or both
          such Sections and, if other than by a Board Resolution, the manner in which any
          election by the Company to defease such Securities shall be evidenced;  







	  	        (p)
          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 circumstances in addition to or
in           lieu of those set forth in clause (b) 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;








-20- 








	  	        (q)  
          any addition to or 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;  







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







	  	        (s)
          if applicable, that the Securities of the series are convertible into or
          exchangeable for common stock or other securities of the Company, the period or
          periods within which, the price or prices at which and the terms and conditions
          upon which, and the limitations and restrictions, if any, upon which, any
          Securities of the series shall be convertible or exchangeable, in whole or in
          part, into common stock or other securities of the Company; and  







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







        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. 



        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 its Chairman of the Board, its
Vice Chairman of the Board, its President or one of its Vice Presidents, and may, but need
not, have corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. 



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        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, 



	  	        (a)  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;  







	  	        (b)  
          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  







	  	        (c)  
 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.  







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, 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. 



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        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. 



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        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 



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Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security being redeemed in part. 



        The
provisions of clauses (a), (b), (c) and (d) below shall apply only to Global Securities: 



	  	        (a)  
          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.  







	  	        (b)  
          Notwithstanding any other provision in this Indenture, 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           (i) such Depositary (A) has notified the Company that it is
unwilling or           unable to continue as Depositary for such Global Security or (B) has
ceased           to be a clearing agency registered under the Exchange Act, (ii) there
shall           have occurred and be continuing an Event of Default with respect to such
Global           Security or (iii) 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.  







	  	        (c)  
          Subject to clause (b) above, 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.  







	  	        (d)  
          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 (a) evidence to their satisfaction
of the destruction, loss or theft of any Security and (b) 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  



-25- 





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. 



        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. 



        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 (a) or (b)
below: 



	  	        (a)            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  







-26- 






	  	
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 (b).  






	  	        (b)  
          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.  







        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 



-27- 




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. 




        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. 





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 Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when 



	  	        (a)  
                either  







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







	  	        (ii)  
                all such Securities not theretofore delivered to the Trustee for
cancellation  







	  	        (A)            have
become due and payable, or  









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






-28- 





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


          



	  	
and
the Company, in the case of (A), (B) or (C) 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; 






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







	  	        (c)  
          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 (ii) of clause (a) 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. 





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): 



-29- 






	  	        (a)  
          default in the payment of the principal of or any premium on any Security of
          that series at its Maturity and continuance of such default for a period of
          30 days; or  







	  	        (b)  
          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  







	  	        (c)  
          default in the deposit of any sinking fund payment, when and as due by the
terms           of a Security of that series and continuance of such default for a period
of           30 days; or  







	  	        (d)  
          default in the performance of, or breach of, any covenant of the Company in
this           Indenture (other than a covenant a default in whose performance or whose
breach           is elsewhere in this Section specifically dealt with or which has been
expressly           included in this Indenture solely for the benefit of a series of
Securities           other than that series), and continuance of such default or breach
for a period           of 60 days after there has been given, by registered or certified
mail, to the           Company by the Trustee or to the Company and the Trustee by the
Holders of at           least a majority in principal amount of the Outstanding
Securities of that           series a written notice specifying such default or breach
and requiring it to be           remedied and stating that such notice is a “Notice
of Default”          hereunder; or  







	  	        (e)  
          a default under any bond, debenture, note or other evidence of indebtedness of
          the Company, or under any mortgage, indenture or other instrument of the
Company           (including a default with respect to Securities of any series other
than that           series) under which there may be issued or by which there may be
secured any           indebtedness of the Company (or by any Subsidiary, the repayment of
which the           Company has guaranteed or for which the Company is directly
responsible or           liable as obligor or guarantor), whether such indebtedness now
exists or shall           hereafter be created, which default shall constitute a failure
to pay an           aggregate principal amount exceeding an amount to be specified with
respect to           that series in accordance with Section 301 of such indebtedness when
due and           payable after the expiration of any applicable grace period with
respect thereto           and shall have resulted in such indebtedness in an aggregate
principal amount           exceeding an amount to be specified with respect to that
series in accordance           with Section 301 becoming or being declared due and
payable prior to the date on           which it would otherwise have become due and
payable, without such indebtedness           having been discharged, or such acceleration
having been rescinded or annulled,           within a period of 10 days after there shall
have been given, by registered or           certified mail, to the Company by the Trustee
or to the Company and the Trustee           by the Holders of at least a majority in
principal amount of the Outstanding           Securities of that series a written notice
specifying such default and requiring           the Company to cause such indebtedness to
be discharged or cause such           acceleration to be rescinded or annulled and
stating that such notice is a           “Notice of Default” hereunder;
or  






-30- 







	  	        (f)  
          the Company or any Significant Subsidiary pursuant to or within the meaning of
          any Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry
of           an order for relief against it in an involuntary case, or (iii) consents to
the           appointment of a Custodian of it or for all or substantially all of its
          property, or  







	  	        (g)  
          a court of competent jurisdiction enters an order or decree under any
Bankruptcy           Law that: (i) is for relief against the Company or any Significant
Subsidiary in           an involuntary case, (ii) appoints a Custodian of the Company or
any Significant           Subsidiary or for all or substantially all of either of its
property, or (iii)           orders the liquidation of the Company or any Significant
Subsidiary, and the           order or decree remains unstayed and in effect for 90 days;
or  







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







        Section
502  Acceleration of Maturity; Rescission and Annulment. 



        If
an Event of Default (other than an Event of Default specified in Section 501(f) or 501(g))
with respect to Securities of any series at the time Outstanding occurs and is continuing,
then in every such case the Trustee or the Holders of not less than a majority of the
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 clause (f) or (g) of Section 501
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 



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







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







-31- 






	  	        (ii)  
          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,  







	  	        (iii)  
          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  







	  	        (iv)  
          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  







	  	        (b)  
          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. 



        The
Trustee shall not be required to act upon an Event of Default unless it has actual
knowledge of such Event of Default. 



        Section
503  Collection of Indebtedness and Suits for Enforcement by Trustee. 




        The
Company covenants that if  



	  	        (a)  
          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  







	  	        (b)  
          default is made in the payment of the principal of (or premium, if any, on) any
          Security at the Maturity thereof and such default continues for a period of
          30 days,  







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 



-32- 





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. 



        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: 



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



        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 



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







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







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







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







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







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



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



        Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of and 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) 



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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. 




        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 



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







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






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        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 



	  	        (a)  
          in the payment of the principal of or any premium or interest on any Security
of           such series, or  







	  	        (b)  
          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 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 clause (d) of Section 501 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: 



	  	        (a)  
          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;  







	  	        (b)  
          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           shall be sufficiently evidenced by a Board Resolution;  







	  	        (c)  
          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;  







	  	        (d)  
          the Trustee may consult with counsel and the written advice of such counsel or
          any Opinion of Counsel shall be full and complete authorization and protection
          in respect of any action taken, suffered or omitted by it hereunder in good
          faith and in reliance thereon;  







	  	        (e)  
          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        







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






	  	        (f)  
          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; and  







	  	        (g)  
          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.  







        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. 




        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 with the Company. 




        Section
607  Compensation and Reimbursement.  




        The
Company agrees:  



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







	  	        (b)  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  







	  	        (c)  to
indemnify the Trustee for, and to hold it harmless against, any loss,
               liability or expense 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.  








        Section
608  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 [or a trustee under — list
here any prior indentures between the Company and the Trustee that have not been satisfied
and discharged and that may be excluded by the proviso to Section 310(b)(1) of the
Trust Indenture Act]. 



        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. 



-39- 






        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. 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, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series. 



        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: 



	  	        (a)  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  







	  	        (b)  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  







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







then, in any such case, (i) the
Company by a Board Resolution may remove the Trustee with respect to all Securities, or
(ii) 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 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 



-40- 






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. 



        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 (a) 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, (b) 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 (c) 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 



-41- 







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. 



        Section
613  Preferential Collection of Claims Against 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 




-42- 







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. 



        The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 607. 



-43- 






        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 Officer








ARTICLE SEVEN 

Holders’ Lists and
Reports by Trustee and Company 



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



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



	  	        (a)  
          semi-annually, not later than January 15 and July 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 December 31 or
June           30, as the case may be, and  







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







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



        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 



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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. 



        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 notify the Trustee when any Securities
are listed on any stock exchange. 




        Section
704   Reports by 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
thereto; 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. 



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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: 



	  	        (a)  
          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, 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;  







	  	        (b)  
          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; and  







	  	        (c)  
          the Company shall deliver 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 




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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. 





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: 



	  	        (a)  
          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  







	  	        (b)  
          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  







	  	        (c)  
          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  







	  	        (d)  
          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  







	  	        (e)  
          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 (i) shall neither (A) 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 (B) modify the
          rights of the Holder of any such Security with respect to such provision or
          (ii) shall become effective only when there is no such Security
          Outstanding; or  







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








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	  	        (g)  
          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  







	  	        (h)  
          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 (h)
          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, 



	  	        (a)  
          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  







	  	        (b)  
          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  







	  	        (c)  
          modify any of the provisions of this Section, Section 513 or
          Section 1006, 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 








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“the
Trustee” and concomitant changes in this Section and           Section 1006, or
the deletion of this proviso, in accordance with the           requirements of Section 611
and clause (h) of Section 901.  






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. 




        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. 



-49- 








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. 



        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 with a Paying Agent a sum sufficient to pay such amount, such 




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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
(a) comply with the provisions of the Trust Indenture Act applicable to it as a
Paying Agent and (b) 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 ____________, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining will be
repaid to the Company. 



        Section
1004  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. 



-51- 







        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 shall determine that the preservation thereof is
no longer desirable in the conduct of the business of the Company. 




        Section
1006  Waiver of Certain Covenants.  



        Except
as otherwise specified as contemplated by Section 301 for Securities of such 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 clause (r) of Section 301 or clause (b) or (g) of Section 901
for the benefit of the Holders of such series or in Section 1005, 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 1007  Provision of Financial Information. 



        Whether
or not the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company
will, to the extent permitted under the Exchange Act, file with the Commission the annual
reports, quarterly reports and other documents which the Company would have been required
to file with the Commission pursuant to such Section 13 or 15(d) if the Company were so
subject, and such documents will be filed with the Commission on or prior to the
respective dates by which the Company would have been required to file such documents if
the Company were so subject. 





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. 



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        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. 



        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. 



-53- 







        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. 



        All
notices of redemption shall state: 



	  	        (a)  
          the Redemption Date,  







	  	        (b)  
          the Redemption Price,  







	  	        (c)  
          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,  







	  	        (d)  
          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,  







	  	        (e)  
          that on the Redemption Date, if such is the case, the right of the holders of
          each such Security to convert the Securities shall terminate;  







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







	  	        (g)  
          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, 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) accrued interest
on, all the Securities which are to be redeemed on that date. 




        Section
1106   Securities Payable on Redemption Date.  



        Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein  



-54- 






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 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 (a) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (b) 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 30 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 15 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. 



        The
Company may elect, at its option at any time, to have Section 1302 or
Section 1303 applied to any Securities or any series of Securities, 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
Securities or any series of Securities, 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 



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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: (a) 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, (b) the Company’s obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (d) this Article. Subject
to compliance with this Article, the Company may exercise its option (if any) to have this
Section applied to any Securities notwithstanding the prior exercise of its option (if
any) to have Section 1303 applied to such Securities. 




        Section
1303  Covenant Defeasance.  



        Upon
the Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, (a) the Company shall be
released from its obligations under clause (c) of Section 801 and any covenants
provided pursuant to clause (r) of Section 301, Section 1005 or clause (b) or (g) of
Section 901 for the benefit of the Holders of such Securities, and (b) the occurrence
of any event specified in clause (d) of Section 501 (with respect to any of clause
(c) of Section 801 and any such covenants provided pursuant to clause (r) of Section
301, Section 1005 or clause (b) or (g) of Section 901) or clause (e) of Section 501 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 clause (d) of Section 501), 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 Securities or any series of Securities, as the case may be: 



	  	        (a)  
          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 







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	  	Securities, (i) money in an
amount,           or (ii) 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 (iii) 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.  







	  	        (b)  
          In the event of an election to have Section 1302 apply to any Securities
or           any series of Securities, as the case may be, the Company shall have
delivered           to the Trustee an Opinion of Counsel stating that (i) the
Company has           received from, or there has been published by, the Internal Revenue
Service a           ruling or (ii) since the date of this instrument, there has been
a change           in the applicable Federal income tax law, in either case (i) or (ii)
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.  







	  	        (c)  
          In the event of an election to have Section 1303 apply to any Securities
or           any series of Securities, 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 







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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.  







	  	        (d)  
          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.  







	  	        (e)  
          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 clause (e) or (f) of Section 501, 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).  







	  	        (f)  
          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).  







	  	        (g)  
          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.  







	  	        (h)  
          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.  







	  	        (i)  
          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. 



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        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. 




        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

Security 



[Security
for Senior Debt Securities to be provided here, if applicable.] 



     _________________ 



        This
instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one
and the same instrument. In proving the existence of this Indenture it shall not be
necessary to produce more than one copy. 




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        In
Witness Whereof, the parties hereto have caused this Indenture to be duly executed, all as
of the day and year first above written. 




	 	 FIVE STAR QUALITY CARE, INC.







 By___________________________

 Name:

 Title:





 _____________________________







 By___________________________

 Name:

 Title:








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