<PAGE>
                                                                     Exhibit 4.1


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                          FOREST CITY ENTERPRISES, INC.

                                       TO

                              THE BANK OF NEW YORK
                                     Trustee



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

                                    Indenture

                            Dated as of _____________

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




                                $_______________


                       ___% Senior Notes Due _____________

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

<PAGE>


               Reconciliation and tie between Trust Indenture Act
                of 1939 and Indenture, dated as of _____________

<TABLE>
<CAPTION>

    Trust Indenture                                                                     Indenture
      Act Section                                                                        Section
    ---------------                                                                     ---------
<S>                        <C>                                                         <C>
 Section 310 (a) (1)       .....................................................       609
             (a) (2)       .....................................................       609
             (a) (3)       .....................................................       Not Applicable
             (a) (4)       .....................................................       Not Applicable
                 (b)       .....................................................       608
                                                                                       610

     Section 311 (a)       .....................................................       613
                 (b)       .....................................................       613

     Section 312 (a)       .....................................................       701
                                                                                       702 (a)
                 (b)       .....................................................       702 (b)
                 (c)       .....................................................       702 (c)

     Section 313 (a)       .....................................................       703 (a)
                 (b)       .....................................................       703 (a)
                                                                                       703 (b)
                 (c)       .....................................................       703 (a)
                 (d)       .....................................................       703 (b)

     Section 314 (a)       .....................................................       704
                                                                                       1020
                 (b)       .....................................................       Not Applicable
             (c) (1)       .....................................................       102
             (c) (2)       .....................................................       102
             (c) (3)       .....................................................       Not Applicable
                 (d)       .....................................................       Not Applicable
                 (e)       .....................................................       102

     Section 315 (a)       .....................................................       601
                 (b)       .....................................................       602
                                                                                       703
                 (c)       .....................................................       601
                 (d)       .....................................................       601
                 (e)       .....................................................       514

     Section 316 (a)       .....................................................       101
         (a) (1) (A)       .....................................................       502
                                                                                       512
         (a) (1) (B)       .....................................................       513
             (a) (2)       .....................................................       Not Applicable
                 (b)       .....................................................       508

 Section 317 (a) (1)       .....................................................       503
             (a) (2)       .....................................................       504
                 (b)       .....................................................       1003

     Section 318 (a)       .....................................................       107
</TABLE>


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


                                       i

<PAGE>


         INDENTURE, dated as of ______ __, ____, between Forest City
Enterprises, Inc., a corporation duly organized and existing under the laws of
the State of Ohio (herein called the "Company"), having its principal office at
1100 Terminal Tower, 50 Public Square, Cleveland, Ohio, 44113-2203, and The Bank
of New York, a New York banking corporation, as Trustee (herein called the
"Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the creation of an issue of its __%
Senior Notes due ______ __, ____ (the "Securities") of substantially the tenor
and amount hereinafter set forth, and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture.

         All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  Article One

                        Definitions and Other Provisions
                             of General Application

Section 101.      Definitions.

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

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

               (2) all other terms used herein which are defined in the Trust
          Indenture Act, either directly or by reference therein, have the
          meanings assigned to them therein;

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

               (4) Any reference to includes or including shall be deemed to
          refer to examples and shall be deemed to include the words "without
          limitation" thereafter; and

               (5) the words "herein", "hereof" and "hereunder" and other words
          of similar import refer to this Indenture as a whole and not to any
          particular Article, Section or other subdivision.

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

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

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

<PAGE>


         "Asset Disposition" by any Person means any transfer, conveyance, sale,
lease or other disposition by such Person or any of its Subsidiaries (including
a consolidation or merger or other sale of any such Subsidiary with, into or to
another Person in a transaction in which such Subsidiary ceases to be a
Subsidiary, but excluding (a) a disposition by a Subsidiary of such Person to
such Person or a Wholly Owned Subsidiary of such Person or by such Person to a
Wholly Owned Subsidiary of such Person and (b) a disposition resulting from
foreclosure on the mortgage underlying a property or the transfer of the deed or
other instrument of title in lieu of foreclosure on a property provided that in
each case the Debt underlying such property has matured) of (i) shares of
Capital Stock (other than directors' qualifying shares) or other ownership
interests of a Subsidiary of such Person, (ii) substantially all of the assets
of such Person or any of its Subsidiaries representing a division or line of
business or (iii) other assets or rights of such Person or any of its
Subsidiaries outside of the ordinary course of business.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 hereof to act on behalf of the Trustee to authenticate
Securities.

         "Board of Directors" means either the board of directors of the Company
or any duly constituted committee thereof.

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

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York,
New York are authorized or obligated by law or executive order to close.

         "Capital Lease Obligation" of any Person means the obligation to pay
rent or other payment amounts under a lease of (or other Debt arrangements
conveying the right to use) real or personal property of such Person which is
required to be classified and accounted for as a capital lease or a liability on
the face of a balance sheet of such Person in accordance with generally accepted
accounting principles. The stated maturity of such obligation shall be the date
of the last payment of rent or any other amount due under such lease prior to
the first date upon which such lease may be terminated by the lessee without
payment of a penalty. The principal amount of such obligation shall be the
capitalized amount thereof that would appear on the face of a balance sheet of
such Person prepared in accordance with generally accepted accounting
principles.

         "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participations or interests, including partnership interests,
whether general or limited, and membership interests, whether managing or
non-managing, of such Person.

         "Cash Equivalents" means, at any time, (i) any Debt (other than any
Debt issued at a discount) fully guaranteed as to principal and interest by the
United States of America or any agency or instrumentality thereof (provided that
the full faith and credit of the United States is pledged in support thereof);
(ii) certificates of deposit of any financial institution that has combined
capital and surplus and undivided profits of not less than $50,000,000 (or the
equivalent thereof in another currency) and has a long-term debt rating of at
least "AA" by Standard & Poor's Ratings Group or at least "Aa3" by Moody's
Investors Service, Inc. or (iii) commercial paper issued by a corporation (other
than the Company or any Subsidiary thereof) organized under the laws of any
State of the United States and rated at least A-1 by Standard & Poor's Ratings
Group and at least P-1 by Moody's Investors Service, Inc.

         "Change of Control" has the meaning specified in Section 1019.

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

         "Common Development" of a Person means multiple parcels of real or
personal property that are acquired, developed, constructed or improved by such
Person in conjunction with, and as part of a written plan or arrangement with, a
non-Affiliated Person (or with a group of Persons under the common control of a
non-Affiliated Person).

         "Common Stock" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to other amounts upon
any voluntary or involuntary liquidation, dissolution or winding up of such
Person, to shares of Capital Stock of any other class of such Person.


                                       2
<PAGE>


         "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.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board (or any
Co-Chairman of the Board), its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

         "Consolidated Adjusted Net Worth" of the Company means, at any date,
the Consolidated Net Worth of the Company plus (i) the consolidated accumulated
depreciation and amortization of the Company as of October 31, 1997 and plus
(ii) the consolidated depreciation and amortization expense of the Company for
the period from November 1, 1997 through the date of any determination,
determined in the case of (i) and (ii) on a consolidated basis in accordance
with generally accepted accounting principles.

         "Consolidated EBITDA" of any Person means for any period the
Consolidated Net Income of such Person for such period plus (i) Consolidated
Interest Expense of such Person for such period, plus (ii) interest expense in
respect of Non-Recourse Debt not paid in cash, but only to the extent deducted
from Consolidated Interest Expense for such period, plus (iii) Consolidated
Income Tax Expense of such Person for such period, plus (iv) the consolidated
depreciation and amortization expense taken into account in determining the
Consolidated Net Income of such Person for such period.

         "Consolidated EBITDA to Interest Ratio" of any Person means for any
period (the "Reference Period") with respect to any date of calculation (the
"Transaction Date") the ratio of (i) Consolidated EBITDA of such Person for such
period to (ii) Consolidated Interest Expense of such Person for such period. In
making the foregoing calculation, (A) pro forma effect shall be given to any
Debt, other than Non-Recourse Debt, Incurred during such Reference Period or
subsequent to the end of such Reference Period and on or prior to the
Transaction Date to the extent such Debt is outstanding at the Transaction Date,
in each case as if such Debt had been Incurred on the first day of such
Reference Period and after giving pro forma effect to the application of the
proceeds thereof as if such application had occurred on such first day; (B)
Consolidated Interest Expense attributable to interest on any Debt (whether
existing or being Incurred) other than Non-Recourse Debt, computed on a pro
forma basis and bearing a floating interest rate shall be computed as if the
rate in effect on the Transaction Date (taking into account any Permitted
Interest Rate Price Agreement applicable to such Debt if such Permitted Interest
Rate Price Agreement has a remaining term in excess of 12 months or at least
equal to the remaining term of such Debt) had been the applicable rate for the
entire period; (C) there shall be excluded from Consolidated Interest Expense
any Consolidated Interest Expense related to any amount of Debt, other than
Non-Recourse Debt, that was outstanding during such Reference Period or
thereafter but that is not outstanding or is to be repaid on the Transaction
Date; and (D) pro forma effect shall be given to Asset Dispositions and asset
acquisitions by such Person (including giving pro forma effect to the
application of proceeds of any Assets Dispositions) that occur during such
Reference Period or thereafter and prior to the Transaction Date as if they had
occurred and such proceeds had been applied on the first day of such Reference
Period.

         "Consolidated Income Tax Expense" of any Person for any period means
the consolidated provision for income taxes of such Person and its Subsidiaries
for such period calculated on a consolidated basis in accordance with generally
accepted accounting principles.

         "Consolidated Interest Expense" of any Person means for any period the
consolidated interest expense included in a consolidated income statement of
such Person and its Subsidiaries (after deduction of (a) any consolidated
interest income and (b) any interest expense in respect of Non-Recourse Debt not
paid in cash, in each case to the extent included in such income statement) of
such Person and its Subsidiaries for such period, calculated on a consolidated
basis in accordance with generally accepted accounting principles, including
without limitation or duplication (or, to the extent not so included, with the
addition of), (i) the amortization of Debt discounts; (ii) any payments or fees
with respect to letters of credit, bankers' acceptances or similar facilities;
(iii) fees with respect to Interest Rate, Currency or Commodity Price
Agreements; (iv) Preferred Stock dividends of the Company and its Subsidiaries
(other than with respect to Redeemable Stock) declared and paid or payable; (v)
accrued Redeemable Stock dividends of the Company and its Subsidiaries, whether
or not declared or paid; (vi) interest on Debt guaranteed by such Person or any
of its Subsidiaries; (vii) the portion of any rental obligation or Capital Lease
Obligation allocable to interest expense but only to the extent such amount
exceeds $750,000 on a consolidated basis and (viii) the portion of the rental
obligation in respect of any Sale and Leaseback Transaction allocable to
interest expense (determined as if such obligation were a Capital Lease
Obligation) but only to the extent such amount exceeds $750,000 on a
consolidated basis.

         "Consolidated Net Income" of any Person means for any period the
consolidated net income (or loss) of such Person and its Subsidiaries for such
period determined in accordance with generally accepted accounting principles;
provided that to the extent taken into account in determining such consolidated
net income (or loss) there shall be excluded therefrom (a) the net income (or
loss) of any Person acquired by such Person or a Subsidiary of such Person in a
pooling-of-interests transaction for


                                       3
<PAGE>


any period prior to the date of such acquisition, (b) the net income (but not
the net loss) of any Subsidiary of such Person which is subject to restrictions
which prevent the payment of dividends and the making of distributions (by
loans, advances, intercompany transfers or otherwise) to such Person to the
extent of such restrictions, (c) the net income (or loss) of any Person that is
not a Subsidiary of such Person except to the extent of the amount of dividends
or other distributions actually paid to such Person by such other Person during
such period, (d) gains or losses on disposition of properties by such Person or
its Subsidiaries (as set forth on an income statement of such Person prepared in
accordance with generally accepted accounting principles), (e) the cumulative
effect of changes in accounting principles in the year of adoption of such
changes, (f) all extraordinary gains and extraordinary losses of such Person and
its Subsidiaries,(g) all gains or losses of such Person and its Subsidiaries
resulting from the discontinued operations, or the disposal, of a segment of a
business of such Person determined in each case in accordance with Accounting
Principles Board Opinion No. 30; provided, however, that such gains and losses
shall be excluded only to the extent such items are not included within
extraordinary gains or extraordinary losses of such Person, and provided,
further, however, that in no event shall such amounts be excluded beyond the
fiscal year in which such gains or losses are first reported, (h) the provision
for decline in real estate (as set forth on an income statement of such Person
prepared in accordance with generally accepted accounting principles) and (i)
the tax effect of any of the items described in clauses (a) through (h).

         "Consolidated Net Worth" of any Person means, at any date, the
consolidated stockholders' equity of such Person, determined on a consolidated
basis in accordance with generally accepted accounting principles, less amounts
attributable to Redeemable Stock of such Person; provided that, with respect to
the Company, adjustments following the date of this Indenture to the accounting
books and records of the Company in accordance with Accounting Principles Board
Opinions Nos. 16 and 17 (or successor opinions thereto) or otherwise resulting
from the acquisition of control of the Company by another Person shall not be
given effect to.

         "Consolidation" means, with respect to any Person, the consolidation of
the accounts of such Person with the accounts of each Person in which such
Person, directly or indirectly, owns an interest, if and to the extent the
accounts of each such Person would be consolidated with the accounts of such
Person in accordance with generally accepted accounting principles. The term
"consolidated" has a correlative meaning.

         "Corporate Trust Office" means the principal office of the Trustee
currently at 101 Barclay Street, Floor 21 West, New York, New York 10286, at
which at any particular time its corporate trust business shall be administered.
"corporation" means (except where the context dictates otherwise) a corporation,
association, company, limited liability company, joint-stock company,
partnership or business trust.

         "Debt" means (without duplication), with respect to any Person, whether
recourse is to all or a portion of the assets of such Person and whether or not
contingent, (i) every obligation of such Person for money borrowed, (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations Incurred in connection with the acquisition
of property, assets or businesses, (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(including securities repurchase agreements but excluding trade accounts payable
or accrued liabilities arising in the ordinary course of business which are not
overdue or which are being contested in good faith), (v) every Capital Lease
Obligation of such Person, (vi) all Receivables Sales of such Person, together
with any obligation of such Person to pay any discount, interest, fees,
indemnities, penalties, recourse, expenses or other amounts in connection
therewith, (vii) all Redeemable Stock issued by such Person, (viii) every
obligation to pay rent or other payment amounts of such Person with respect to
any Sale and Leaseback Transaction to which such Person is a party, (ix) every
obligation under Interest Rate, Currency or Commodity Price Agreements of such
Person and (x) every obligation of the type referred to in clauses (i) through
(ix) of another Person and all dividends of another Person the payment of which,
in either case, such Person has guaranteed or for which such Person is
responsible or liable, directly or indirectly, as obligor, guarantor or
otherwise. The "amount" or "principal amount" of Debt at any time of
determination as used herein represented by (a) any contingent Debt, shall be
the maximum liability upon the occurrence of the contingency giving rise to the
obligation (unless the underlying contingency has not occurred and the
occurrence of the underlying contingency is entirely within the control of the
Company), (b) any Debt issued at a price that is less than the principal amount
at maturity thereof, shall be the amount of the liability in respect thereof
determined in accordance with generally accepted accounting principles, (c) any
Receivables Sale, shall be the amount of the unrecovered capital or principal
investment of the purchaser (other than the Company or a Wholly Owned Subsidiary
of the Company) thereof as of such time of determination, excluding amounts
representative of yield or interest earned on such investment and (d) any
Redeemable Stock, shall be the maximum fixed redemption or repurchase price in
respect thereof.

         "Depositary" means, with respect to any Global Security, a clearing
agency registered under the Exchange Act that is designated to act as Depositary
as contemplated by Section 311.


                                       4
<PAGE>


         "Development Debt" of any Person means Debt of such Person or any
mortgages, indentures, instruments or agreements under which there may be issued
or existing or by which there may be secured or evidenced any Debt of such
Person Incurred for the purpose of financing all or any part of the cost of
acquiring, developing, constructing or improving, real or personal property that
is owned or that immediately after the Incurrence of such Debt, will be owned,
by such Person; provided that (a) the principal amount of any such Debt does not
exceed 100% of the cost of such acquisition, development, construction or
improvement plus expenses incurred in connection with the Incurrence of such
Debt, (b) such cost will be included in "Total Real Estate" on the consolidated
balance sheet of such Person, and (c) if such Debt is secured by a Lien, then
(i) such Lien attached to such real or personal property prior to, at the time
of, or within 180 days after the acquisition of or the completion of developing,
constructing or improving of such property, and (ii) such Lien does not extend
to or cover any property other than the specific item of such property (or
portion thereof), acquired, developed, constructed, or constituting the
improvements made with the proceeds of such Debt, except in the case of Common
Development, in which case such Lien may extend to any other property included
within the Common Development.

         "DTC" means The Depository Trust Company, a New York corporation.

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Act" refers to the Securities Exchange Act of 1934 as it may
be amended from time to time and any successor act thereto.

         "Expiration Date" has the meaning specified in the definition of Offer
to Purchase.

         "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy.

         "FCRPC Credit Agreement" means the Credit Agreement, dated as of March
5, 2002, by and among Forest City Rental Properties Corporation, an Ohio
corporation, as Borrower, various lending institutions named therein, Keybank
National Association, individually and as administrative agent, and National
City Bank, individually and as syndication agent, and any Debt the proceeds of
which are used to renew, extend, refinance or replace such Credit Agreement and
any Debt Incurred in connection with any subsequent or successive renewal,
extension or refinancing of such Debt.

         "FCRPC Guaranty" means the Guaranty, dated as of March 5, 2002, by the
Company of the obligations under FCRPC Credit Agreement and any guarantee by the
Company (or any successor to the Company) of any renewal, extension, refinancing
or replacement of such FCRPC Credit Agreement.

         "Global Security" means a Security that is registered in the Security
Register in the name of the Depositary or a nominee thereof and that bears the
legend specified by Section 205(a).

         "guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing, or having the economic effect of
guaranteeing, any Debt of any other Person (the "primary obligor") in any
manner, whether directly or indirectly, and including, without limitation, any
obligation of such Person, (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Debt or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such Debt,
(ii) to purchase property, securities or services for the purpose of assuring
the holder of such Debt of the payment of such Debt, or (iii) to maintain
working capital, equity capital or other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Debt (and "guaranteed", "guaranteeing" and "guarantor" shall have meanings
correlative to the foregoing); provided, however, that the guaranty by any
Person shall not include endorsements by such Person for collection or deposit,
in either case, in the ordinary course of business.

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

         "Incur" means, with respect to any Debt or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise), assume,
guarantee or otherwise become liable in respect of such Debt or other obligation
(including by acquisition of Subsidiaries) or the recording, as required
pursuant to generally accepted accounting principles or otherwise, of any such
Debt or other obligation on the balance sheet of such Person (and "Incurrence",
"Incurred", "Incurrable" and "Incurring" shall have meanings correlative to the
foregoing); provided, however, that a change in generally accepted accounting
principles that results in an obligation of such Person that exists at such time
becoming Debt shall not be deemed an Incurrence of such Debt.


                                       5
<PAGE>


         "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.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

         "Interest Rate, Currency or Commodity Price Agreement" of any Person
means any forward contract, futures contract, swap, option or other financial
agreement or arrangement (including, without limitation, caps, floors, collars
and similar agreements) relating to, or the value of which is dependent upon,
interest rates, currency exchange rates or commodity prices or indices
(excluding contracts for the purchase or sale of goods in the ordinary course of
business).

         "Investment" by any Person in any other Person means (i) any direct or
indirect loan, advance or other extension of credit or capital contribution to
or for the account of such other Person (by means of any transfer of cash or
other property to any Person or any payment for property or services for the
account or use of any Person, or otherwise), (ii) any direct or indirect
purchase or other acquisition, including by way of merger or consolidation, of
any Capital Stock, bond, note, debenture, or other debt or equity security or
evidence of Debt, or any other ownership interest, issued by such other Person,
whether or not such acquisition is from such or any other Person, (iii) any
direct or indirect payment by such Person on a guarantee of any obligation of or
for the account of such other Person or any direct or indirect issuance by such
Person of such a guarantee or (iv) any other investment of cash or other
property by such Person in or for the account of such other Person, but shall
not include trade accounts receivable in the ordinary course of business on
credit terms made generally available to the customers of such Person.

         "Lien" means, with respect to any property or assets, any mortgage or
deed of trust, pledge, hypothecation, assignment, Receivables Sale, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any conditional sale or other title retention agreement
having substantially the same economic effect as any of the foregoing or any
agreement to give any security interest).

         "Material Subsidiary" means any Subsidiary of the Company deemed a
"significant subsidiary" for purposes of Rule 1-02(w) of Regulation S-X under
the Securities Act of 1933, as amended.

         "Maturity," when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, obligation to repurchase or otherwise.

         "Minimum Adjusted Net Worth" of the Company means, as of any date, the
sum of (i) $___ million, (ii) the amount of Recourse Debt Incurred after the
date of original issuance of the Securities that is outstanding on any date of
determination but only to the extent the amount of such Debt then outstanding
exceeds $___ million, and (iii) __% of the Company's consolidated net income (or
zero in the case of a consolidated net loss) determined in accordance with
generally accepted accounting principles for the period from _____ __, ____
through the date of any determination, determined on a consolidated basis in
accordance with generally accepted accounting principles.

         "Net Available Proceeds" from any Asset Disposition by any Person means
cash or readily marketable Cash Equivalents received (including by way of sale
or discounting of a note, installment receivable or other receivable, but
excluding any other consideration received in the form of assumption by the
acquiree of Debt or other obligations relating to such properties or assets or
received in any other noncash form) therefrom by such Person, net of (i) all
legal, title and recording tax expenses, commissions and other fees and expenses
Incurred and all federal, state, provincial, foreign and local taxes required to
be accrued as a liability as a consequence of such Asset Disposition, (ii) all
payments made by such Person or its Subsidiaries on any Debt which is secured by
such assets in accordance with the terms of any Lien upon or with respect to
such assets or which must by the terms of such Lien, or in order to obtain a
necessary consent to such Asset Disposition or by applicable law be repaid out
of the proceeds from such Asset Disposition, (iii) all distributions and other
payments made to minority interest holders in Subsidiaries of such Person or
joint ventures as a result of such Asset Disposition and (iv) appropriate
amounts to be provided by such Person or any Subsidiary thereof, as the case may
be, as a reserve in accordance with generally accepted accounting principles
against any liabilities associated with such assets and retained by such Person
or any Subsidiary thereof, as the case may be, after such Asset Disposition,
including, without limitation, liabilities under any indemnification obligations
and severance and other employee termination costs associated with such Asset
Disposition, in each case as determined by the Board of Directors, in its
reasonable good faith judgment evidenced by a resolution of the Board of
Directors filed with the Trustee; provided, however, that any reduction in such
reserve within twelve months following the consummation of such Asset
Disposition will be treated for all purposes of the Indenture and the Securities
as a new Asset Disposition at the time of such reduction with Net Available
Proceeds equal to the amount of such reduction.


                                       6
<PAGE>


         "Non-Recourse" as applied to any Debt means Debt of a Person (or any
portion thereof) to the extent that, under the terms thereof, no personal
recourse may be had against such Person or any Affiliate of such Person for the
payment of all or a portion of the principal of or interest or premium on such
Debt, and enforcement of obligations on such Debt (except with respect to fraud,
willful misconduct, intentional misrepresentation, misapplication of funds,
waste and undertakings with respect to environmental matters) is limited only to
recourse against interests in specified assets and properties owned by such
Person (the "Subject Assets"), accounts and proceeds arising therefrom, and
rights under purchase agreements or other agreements relating to such Subject
Assets.

         "Offer" has the meaning specified in the definition of Offer to
Purchase.

         "Offer to Purchase" means a written offer (the "Offer") sent by the
Company by first class mail, postage prepaid, to each Holder at his address
appearing in the Security Register on the date of the Offer offering to purchase
up to the principal amount of Securities specified in such Offer at the purchase
price specified in such Offer (as determined pursuant to this Indenture). Unless
otherwise required by applicable law, the Offer shall specify an expiration date
(the "Expiration Date") of the Offer to Purchase which shall be, subject to any
contrary requirements of applicable law, not less than 30 days or more than 60
days after the date of such Offer and a settlement date (the "Purchase Date")
for purchase of Securities within three Business Days after the Expiration Date.
The Company shall notify the Trustee at least 15 Business Days (or such shorter
period as is acceptable to the Trustee) prior to the mailing of the Offer of the
Company's obligation to make an Offer to Purchase, and the Offer shall be mailed
by the Company or, at the Company's request, by the Trustee in the name and at
the expense of the Company. The Offer shall contain information concerning the
business of the Company and its Subsidiaries which the Company in good faith
believes will enable such Holders to make an informed decision with respect to
the Offer to Purchase (which at a minimum will include (i) the most recent
annual and quarterly financial statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in the
documents required to be filed with the Trustee pursuant to Section 1017 (which
requirements may be satisfied by delivery of such documents together with the
Offer), (ii) a description of material developments in the Company's business
subsequent to the date of the latest of such financial statements referred to in
Clause (i) (including a description of the events requiring the Company to make
the Offer to Purchase), (iii) if applicable, appropriate pro forma financial
information concerning the Offer to Purchase and the events requiring the
Company to make the Offer to Purchase and (iv) any other information required by
applicable law to be included therein. The Offer shall contain all instructions
and materials necessary to enable such Holders to tender Securities pursuant to
the Offer to Purchase. The Offer shall also state:

               (1) the Section of this Indenture pursuant to which the Offer to
          Purchase is being made (including that a Change of Control or Asset
          Disposition, as applicable, has occurred);

               (2) the Expiration Date and the Purchase Date;

               (3) the aggregate principal amount of the Outstanding Securities
          offered to be purchased by the Company pursuant to the Offer to
          Purchase (including, if less than 100%, the manner by which such
          amount has been determined pursuant to the Section hereof requiring
          the Offer to Purchase) (the "Purchase Amount");

               (4) the purchase price to be paid by the Company for each $1,000
          aggregate principal amount of Securities accepted for payment (as
          specified pursuant to this Indenture) (the "Purchase Price");

               (5) that the Holder may tender all or any portion of the
          Securities registered in the name of such Holder and that any portion
          of a Security tendered must be tendered in an integral multiple of
          $1,000 principal amount;

               (6) the place or places where Securities are to be surrendered
          for tender pursuant to the Offer to Purchase;

               (7) that interest on any Security not tendered or tendered but
          not purchased by the Company pursuant to the Offer to Purchase will
          continue to accrue;

               (8) that on the Purchase Date the Purchase Price will become due
          and payable upon each Security being accepted for payment pursuant to
          the Offer to Purchase and that interest thereon shall cease to accrue
          on and after the Purchase Date;

               (9) that each Holder electing to tender a Security pursuant to
          the Offer to Purchase will be required to surrender such Security at
          the place or places specified in the Offer prior to the close of
          business on the Expiration Date (such Security being, if the Company
          or the Trustee so requires, duly endorsed by, or accompanied by a
          written


                                       7
<PAGE>


          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);


               (10) that Holders will be entitled to withdraw all or any portion
          of Securities tendered if the Company (or its Paying Agent) receives,
          not later than the close of business on the Expiration Date, facsimile
          transmission or letter setting forth the name of the Holder, the
          principal amount of the Security the Holder tendered, the certificate
          number of the Security the Holder tendered and a statement that such
          Holder is withdrawing all or a portion of his tender;

               (11) that (a) if Securities in an aggregate principal amount less
          than or equal to the Purchase Amount are duly tendered and not
          withdrawn pursuant to the Offer to Purchase, the Company shall
          purchase all such Securities and (b) if Securities in an aggregate
          principal amount in excess of the Purchase Amount are tendered and not
          withdrawn pursuant to the Offer to Purchase, the Company shall
          purchase Securities having an aggregate principal amount equal to the
          Purchase Amount on a pro rata basis (with such adjustments as may be
          deemed appropriate so that only Securities in denominations of $1,000
          or integral multiples thereof shall be purchased); and

               (12) that in the case of any Holder whose Security is purchased
          only in part, 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 any authorized
          denomination as requested by such Holder, in an aggregate principal
          amount equal to and in exchange for the unpurchased portion of the
          Security so tendered.

Any Offer to Purchase shall be governed by and effected in accordance with the
Offer for such Offer to Purchase.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board (or any Co-Chairman of the Board), the President or a Vice President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 1020 shall be the
principal executive, financial or accounting officer of the Company.

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

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

               (i) Securities theretofore canceled 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 1202 hereof; 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 any request, demand, authorization,
          direction, notice, consent or waiver hereunder, 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 or waiver, only Securities
          which a Responsible Officer of the Trustee actually knows to be so
          owned shall be so disregarded. Securities so owned which have been
          pledged in good faith may be regarded as Outstanding if the pledgee
          establishes to the satisfaction of the Trustee the pledgee's right so
          to act with respect to such Securities and that the pledgee is not the
          Company or any other obligor upon the Securities or any Affiliate of
          the Company or of such other obligor.

         "pari passu", when used with respect to the ranking of any Debt of any
Person in relation to other Debt of such Person, means that each such Debt (a)
either (i) is not subordinated in right of payment to any other Debt of such
Person or (ii) is


                                       8
<PAGE>


subordinate in right of payment to the same Debt of such Person as is the other
and is so subordinate to the same extent and (b) is not subordinate in right of
payment to the other or to any Debt of such Person as to which the other is not
so subordinate.

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

         "Permitted Business" means (i) developing, acquiring, owning and
operating shopping centers, office buildings and mixed-use projects, including
entertainment complexes and hotels, (ii) developing, acquiring, owning and
operating multi-family properties, (iii) acquiring land and owning and
developing land into master planned communities and other residential
developments for resale and (iv) the lumber wholesaling business.

         "Permitted Holder" means (i) any of Samuel H. Miller, Albert B. Ratner,
Charles A. Ratner, James A. Ratner, Ronald A. Ratner, Nathan Shafran or any
spouse of any of the foregoing, and any trusts for the benefit of any of the
foregoing, (ii) RMS, Limited Partnership and any general partner or limited
partner thereof and any Person (other than a creditor) that upon the dissolution
or winding up of RMS, Limited Partnership receives a distribution of Capital
Stock of the Company, (iii) any group (as defined in Section 13(d) of the
Exchange Act or any successor provision thereto) of two or more Persons or
entities that are specified in the immediately preceding clauses (i) and (ii),
and (iv) any successive recombination of the Persons or groups that are
specified in the immediately preceding clauses (i), (ii) and (iii).

         "Permitted Interest Rate, Currency or Commodity Price Agreement" of any
Person means any Interest Rate, Currency or Commodity Price Agreement entered
into with one or more financial institutions in the ordinary course of business
that is designed (a) in the case of an interest rate or currency exchange
agreement, to protect such Person against fluctuations in interest rates or
currency exchange rates with respect to Debt Incurred and which shall have a
notional amount no greater than the payments due with respect to the Debt being
hedged thereby and, in the case of an agreement protecting such Person from
fluctuations in interest rates, the profits and losses from such agreement are
included in interest expense under generally accepted accounting principles, or,
(b) in the case of currency or commodity protection agreements, to protect such
Person against currency exchange rate or commodity price fluctuations in the
ordinary course of business relating to then existing financial obligations or
then existing or sold production and not for purposes of speculation.

         "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or other entity or government or any agency
or political subdivision thereof.

         "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.

         "Preferred Stock" means Capital Stock of such Person of any class or
classes (however designated) that ranks prior, as to the payment of dividends or
as to amounts upon any voluntary or involuntary liquidation, dissolution or
winding up of such Person, to shares of Capital Stock of any other class of such
Person.

         "Public Equity Offering" means an underwritten primary public offering
of Common Stock of the Company pursuant to an effective registration statement
under the Securities Act of 1933, as amended.

         "Purchase Amount" has the meaning specified in the definition of Offer
to Purchase.

         "Purchase Date" has the meaning specified in the definition of Offer to
Purchase.

         "Purchase Money Debt" of any Person means Debt (other than Development
Debt) of such Person Incurred for the purpose of financing all or any part of
the purchase price or cost of construction or improvement of property or other
assets of such Person (other than property described in the definition of
Development Debt) acquired after the date of original issuance of the
Securities; provided that (i) the principal amount of any such Debt does not
exceed 100% of such purchase price or cost and (ii) if such Debt is secured by a
Lien, then (a) such Lien attached to such property or assets prior to, at the
time of, or within 180 days after the acquisition, construction or improvement
of such property or assets and (b) such Lien does not extend to or cover any
property or assets other than the specific item of such property or assets (or
portion thereof) acquired, constructed or improved with the proceeds of such
Debt.

         "Purchase Price" has the meaning specified in the definition of Offer
to Purchase.


                                       9
<PAGE>


         "Receivables" means receivables, chattel paper, instruments, documents
or intangibles evidencing or relating to the right to payment of money.

         "Receivables Sale" of any Person means any sale of Receivables of such
Person (pursuant to a purchase facility or otherwise), other than in connection
with a disposition of the business operations of such Person relating thereto or
a disposition of defaulted Receivables for purposes of collection and not as a
financing arrangement.

         "Recourse Debt" of any Person means Debt of such Person that is not
Non-Recourse Debt.

         "Redeemable Stock" of any Person means any Capital Stock of such Person
that by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable) or otherwise (including upon the occurrence of
an event) matures or is required to be redeemed (pursuant to any sinking fund
obligation or otherwise) or is convertible into or exchangeable for Debt or is
redeemable at the option of the holder thereof, in whole or in part, at any time
prior to the final Stated Maturity of the Securities.

         "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 means the _______ __ or _______ __ (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

         "Related Person" of any Person means, without limitation, any other
Person directly or indirectly owning (a) 5% or more of the outstanding Common
Stock of such Person (or, in the case of a Person that is not a corporation, 5%
or more of the equity interest in such Person) or (b) 5% or more of the combined
voting power of the Voting Stock of such Person.

         "Responsible Officer", when used with respect to the Trustee, means any
vice president, any assistant secretary, any assistant treasurer, any trust
officer or assistant trust officer, the controller or any assistant controller
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

         "Restricted Payment" has the meaning specified in Section 1010.

         "Sale and Leaseback Transaction" of any Person means an arrangement
with any lender or investor or to which such lender or investor is a party
providing for the leasing by such Person of any property or asset of such Person
which has been or is being sold or transferred by such Person more than 270 days
after the acquisition thereof or the completion of construction or commencement
of operation thereof to such lender or investor or to any person to whom funds
have been or are to be advanced by such lender or investor on the security of
such property or asset. The stated maturity of such arrangement shall be the
date of the last payment of rent or any other amount due under such arrangement
prior to the first date on which such arrangement may be terminated by the
lessee without payment of a penalty.

         "Securities" means securities designated in the first paragraph of the
"Recitals of the Company."

         "Securities Custodian" means the Trustee as custodian with respect to
any Global Security.

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

         "Special Record Date" for the payment of any Defaulted Interest (as
described in Section 307) means a date fixed by the Trustee pursuant to Section
307.

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

         "Subordinated Debt" means Debt of the Company as to which the payment
of principal of (and premium, if any) and interest and other payment obligations
in respect of such Debt shall be subordinate to the prior payment in full of the
Securities


                                       10
<PAGE>


to at least the following extent: (i) no payments of principal of (or premium,
if any) or interest on or otherwise due in respect of such Debt may be permitted
for so long as any default in the payment of principal (or premium, if any) or
interest on the Securities exists; (ii) in the event that any other default that
with the passing of time or the giving of notice, or both, would constitute an
event of default exists with respect to the Securities, upon notice by 25% or
more in principal amount of the Securities to the Trustee, the Trustee shall
have the right to give notice to the Company and the holders of such Debt (or
trustees or agents therefor) of a payment blockage, and thereafter no payments
of principal of (or premium, if any) or interest on or otherwise due in respect
of such Debt may be made for a period of 179 days from the date of such notice;
and (iii) such Debt may not (x) provide for payments of principal of such Debt
at the stated maturity thereof or by way of a sinking fund applicable thereto or
by way of any mandatory redemption, defeasance, retirement or repurchase thereof
by the Company (including any redemption, retirement or repurchase which is
contingent upon events or circumstances, but excluding any retirement required
by virtue of acceleration of such Debt upon an event of default thereunder), in
each case prior to the final Stated Maturity of the Securities or (y) permit
redemption or other retirement (including pursuant to an offer to purchase made
by the Company) of such other Debt at the option of the holder thereof prior to
the final Stated Maturity of the Securities, other than a redemption or other
retirement at the option of the holder of such Debt (including pursuant to an
offer to purchase made by the Company) which is conditioned upon the change of
control of the Company pursuant to provisions substantially similar to those
contained in Section 1019 hereof (and which shall provide that such Debt will
not be repurchased pursuant to such provisions prior to the Company's repurchase
of the Securities required to be repurchased by the Company pursuant Section
1019 hereof).

         "Subsidiary" of any Person means (i) a corporation more than 50% of the
combined voting power of the outstanding Voting Stock of which is owned,
directly or indirectly, by such Person or by one or more other Subsidiaries of
such Person or by such Person and one or more Subsidiaries thereof, (ii) a
partnership of which such Person, or one or more other Subsidiaries of such
Person or such Person and one or more other Subsidiaries thereof, directly or
indirectly, is the general partner and has the power to direct the policies,
management and affairs of the partnership, (iii) a limited liability company of
which such Person or one or more Subsidiaries of such Person or such Person and
one or more Subsidiaries of such Person, directly or indirectly, is the managing
member and has the power to direct the policies, management and affairs of the
company, or (iv) any other Person (other than a corporation, partnership or
limited liability company) in which such Person, or one or more other
Subsidiaries of such Person or such Person and one or more other Subsidiaries
thereof, directly or indirectly, has at least a majority ownership and power to
direct the policies, management and affairs thereof.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed, except as provided in
Section 905; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

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

         "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (y) obligations 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, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
U.S. Government Obligation or a specific payment of principal of or interest on
any such U.S. Government Obligation held by such custodian for the account of
the holder of such depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt.

         "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".

         "Voting Stock" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

         "Weighted Average Life" means, as of the date of determination, with
respect to any Debt or Preferred Stock, the quotient obtained by dividing (i)
the sum of the products of (a) the number of years from the date of
determination to the dates of each successive scheduled principal payment of
such Debt or mandatory redemption of such Preferred Stock, respectively, and


                                       11
<PAGE>


(b) the amount of such principal payments or redemption payments, by (ii) the
sum of all such principal payments or redemption payments.

         "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

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 requirement set forth in
this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

               (2) a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

               (3) a statement that, in the opinion of each such individual, he
          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

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

Section 103.     Form of Documents Delivered to Trustee.

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

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

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

Section 104.     Acts of Holders; Record Date.

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


                                       12
<PAGE>


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.

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

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

         (d) 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.

         (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities of such series, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities 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 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 canceled 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 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 in the manner set forth in Section 106.

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

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

         (f) 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.



                                       13
<PAGE>



Section 105.      Notices, Etc., to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

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

               (2) the Company by the Trustee or by any Holder shall be
          sufficient for every purpose hereunder (unless otherwise herein
          expressly provided) if in writing and mailed, first-class postage
          prepaid, to the Company addressed to it at the address of its
          principal office specified in the first paragraph of this instrument
          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 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 that is required under such Act to be part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

Section 108.     Effect of Headings and Table of Contents.

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

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 of Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.


                                       14
<PAGE>


Section 112.     GOVERNING LAW.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.

Section 113.     Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date, Purchase
Date or Stated Maturity of any Security or the last date on which a Holder has
rights to convert a Security at a particular conversion price shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or of
the Securities) payment of interest or principal (and premium, if any) or, if
applicable, conversion need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
Interest Payment Date, Redemption Date or Purchase Date, at the Stated Maturity,
or on such last day for conversion, as the case may be, provided that to the
extent such payment is made on such next succeeding Business Day, no interest
shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Purchase Date or Stated Maturity, as the case may be.

                                  Article Two

                                 Security Forms

Section 201.     Forms Generally.

         The Securities and the Trustee's certificates of authentication shall
be in substantially the forms set forth in this Article, 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 securities
depositary or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities.

         The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods on steel engraved borders or may be
produced in any other manner permitted by the rules of any securities exchange
on which the Securities may be listed, all as determined by the officers
executing such Securities, as evidenced by their execution of such Securities.


                                       15
<PAGE>


Section 202.     Form of Face of Security.

                          FOREST CITY ENTERPRISES, INC.
                      ____% SENIOR NOTES due _____ __, ____

No. __________                                                         $________
                                                                 CUSIP No. _____


         Forest City Enterprises, Inc., a corporation duly organized and
existing under the laws of Ohio (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to __________________, or registered
assigns, the principal sum of ___________________ Dollars on _____ __, ____, 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, and at the rate of __% per annum on any overdue principal and premium
and on any overdue installment of interest until paid. 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 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 may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

         Interest on this Security shall be computed on the basis of a 360-day
year of twelve 30-day months.

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; 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.

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

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

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.



                                       FOREST CITY ENTERPRISES, INC.

[Seal]
                                       -----------------------------------------
                                       By:
                                       Title:


Attest:


------------------------------
Title:



                                       16
<PAGE>



Section 203.      Form of Reverse of Security.

         This Security is one of a duly authorized issue of Securities of the
Company designated as its ___% Senior Notes due ______ __, ____ (herein called
the "Securities"), limited in aggregate principal amount to $____________,
issued and to be issued under an Indenture, dated as of ______ __, ____ (herein
called the "Indenture"), between the Company and The Bank of New York, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made 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.

         The Securities are subject to redemption upon not less than 30 nor more
than 60 days' notice by mail, at any time 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 during
the 12-month period beginning ______ __ of each of the years indicated,

                   Redemption                            Redemption
Year                 Price              Year                Price
----               -----------          ----                -----

----
----
----
---- and
 thereafter                             100%


and thereafter at a Redemption Price equal to 100% of the principal amount,
together in the case of any such redemption with accrued interest to the
Redemption Date, but interest instalments 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.

         The Securities will also be subject to redemption, at the option of the
Company, prior to ______ __, ____, in the event that on or before ______ __,
____ the Company receives net proceeds from the sale of its Common Stock in one
or more Public Equity Offerings, in which case the Company may, at its election,
use all or a portion of any such net proceeds to redeem up to an aggregate
amount equal to __% of the original principal amount of the Securities;
provided, however, that Securities in an aggregate principal amount equal to at
least $___ million remain Outstanding after each such redemption. Any such
redemption must occur on a Redemption Date within 75 days of any such sale and
upon not less than 30 nor more than 60 days' notice mailed to each Holder of
Securities to be redeemed at such Holder's address appearing in the Security
Register, in amounts of $1,000 or an integral multiple of $1,000, at a
redemption price of ___% of the principal amount of the Securities plus accrued
and unpaid interest, if any, 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. "Public Equity Offering" is defined in
the Indenture as an underwritten primary public offering of Common Stock of the
Company pursuant to an effective registration statement under the Securities Act
of 1933, as amended.

         The Indenture provides that, subject to certain conditions, if (i)
certain Excess Proceeds are available to the Company as a result of an Asset
Disposition, or (ii) a Change of Control occurs, the Company shall be required
to make an Offer to Purchase for all or a specified portion of the Securities.

         In the event of redemption or purchase pursuant to an Offer to Purchase
of this Security in part only, a new Security or Securities for the unredeemed
or unpurchased portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.

         [If the Security is convertible into Common Stock of the Company,
insert -- Subject to the provisions of the Indenture, the Holder of this
Security is entitled, at its option, at any time on or before [insert date]
(except that, in case this Security or any portion hereof shall be called for
redemption, such right shall terminate with respect to this Security or portion
hereof, as the case may be, so called for redemption at the close of business on
the date fixed for redemption as provided in the Indenture unless the Company
defaults in making the payment due upon redemption), to convert the principal
amount of this Security (or any portion hereof which is $1,000 or an integral
multiple thereof), into fully paid and non-assessable shares (calculated as to
each conversion to the nearest 1/100th of a share) of the Common Stock of the
Company, as said shares shall be constituted at the date of conversion, at the
conversion price of $_______ principal amount of Securities for each share of
Common Stock, or at the adjusted conversion price in effect at the date of
conversion determined as provided in the Indenture, upon surrender of this


                                       17
<PAGE>


Security, together with the conversion notice hereon duly executed, to the
Company at the designated office or agency of the Company in __________________,
accompanied (if so required by the Company) by instruments of transfer, in form
satisfactory to the Company and to the Trustee, duly executed by the Holder or
by its duly authorized attorney in writing. Such surrender shall, if made during
any period beginning at the close of business on a Regular Record Date and
ending at the opening of business on the Interest Payment Date next following
such Regular Record Date (unless this Security or the portion being converted
shall have been called for redemption on a Redemption Date during such period),
also be accompanied by payment in funds acceptable to the Company of an amount
equal to the interest payable on such Interest Payment Date on the principal
amount of this Security then being converted. Subject to the aforesaid
requirement for payment and, in the case of a conversion after the Regular
Record Date next preceding any Interest Payment Date and on or before such
Interest Payment Date, to the right of the Holder of this Security (or any
Predecessor Security) of record at such Regular Record Date to receive an
installment of interest (with certain exceptions provided in the Indenture), no
adjustment is to be made on conversion for interest accrued hereon or for
dividends on shares of Common Stock issued on conversion. The Company is not
required to issue fractional shares upon any such conversion, but shall make
adjustment therefor in cash on the basis of the current market value of such
fractional interest as provided in the Indenture. The conversion price is
subject to adjustment as provided in the Indenture. In addition, the Indenture
provides that in case of certain consolidations or mergers to which the Company
is a party or the sale of substantially all of the assets of the Company, the
Indenture shall be amended, without the consent of any Holders of Securities, so
that this Security, if then outstanding, will be convertible thereafter, during
the period this Security shall be convertible as specified above, only into the
kind and amount of securities, cash and other property receivable upon the
consolidation, merger or sale by a holder of the number of shares of Common
Stock into which this Security might have been converted immediately prior to
such consolidation, merger or sale (assuming such holder of Common Stock failed
to exercise any rights of election and received per share the kind and amount
received per share by a plurality of non-electing shares). In the event of
conversion of this Security in part only, a new Security or Securities for the
unconverted portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.] [If the Security is convertible into other securities
of the Company, specify the conversion features.]

         If an Event of Default shall occur and be continuing, the principal of
all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.

         The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Security or (ii) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth therein.

         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 under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, 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 this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in principal amount of the
Securities 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 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 premium, if any) 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 maintained for such purpose in the Borough of
Manhattan, The City of New York, New York, duly endorsed by, or


                                       18
<PAGE>


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 authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

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

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

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

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

         THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.


                                       19
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Security purchased in its entirety by
the Company pursuant to the Indenture, check the box:

         [  ]

         If you want to elect to have only a part of this Security purchased by
the Company pursuant to the Indenture, state the amount: $

Dated:                       Your Signature:
                                            ------------------------------------
                                            (Sign exactly as name appears on the
                                               other side of this Security)


Signature Guarantee:
                    -------------------------------------------
                    (Signature must be guaranteed by an
                    "eligible guarantor institution" meeting
                    the requirements of the Security Registrar,
                    which requirements include membership or
                    participation in a "signature guarantee
                    program" as may be determined by the
                    Security Registrar, all in accordance
                    with the Securities Exchange Act of 1934,
                    as amended.)


Section 204.     Form of Trustee's Certificate of Authentication.

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

                                       THE BANK OF NEW YORK, Dated:
                                       as Trustee


                                       By:
                                          -------------------------------------
                                          Authorized Signatory


Section 205.     Form of Legend for Global Securities.

         (a) 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.

         (b) If the Security is a Global Security and The Depository Trust
Company is to be the Depositary therefor, then insert the following legend in
substantially the following form:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK 10004, A NEW YORK
CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


                                       20
<PAGE>

Section 206.     Form of Conversion Notice.

         To Forest City Enterprises, Inc.:

         The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of the
Company in accordance with the terms of the Indenture referred to in this
Security, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and any
Securities representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If this Notice is being delivered on a date after the close of
business on a Regular Record Date and prior to the opening of business on the
related Interest Payment Date (unless this Security or the portion thereof being
converted has been called for redemption on a Redemption Date within such
period), this Notice is accompanied by payment, in funds acceptable to the
Company, of an amount equal to the interest payable on such Interest Payment
Date of the principal of this Security to be converted. If shares are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect hereto. Any amount required to be
paid by the undersigned on account of interest accompanies this Security.

Principal Amount to be Converted
(in an integral multiple of
$1,000, if less than all):
$
 ----------------------------

Dated
     ---------------------------------

<TABLE>

<S>                                    <C>

                                       -----------------------------------------------------------------------
                                       Signature(s) must be guaranteed by a commercial bank or trust company
                                       or a member firm of a national stock exchange if shares of Common
                                       Stock are to be delivered, or Securities to be issued, other than to
                                       and in the name of the registered owner.


                                       -----------------------------------------------------------------------
                                                                 Signature Guaranty

Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the
registered holder.

-----------------------------------------
(Name)                                                     Social Security or Other Taxpayer Identification
                                                           Number

-----------------------------------------                  -------------------------------------------------
(Address)

-----------------------------------------
Please print Name and Address
(including Zip Code Number)
</TABLE>


         [The above conversion notice is to be modified, as appropriate, for
conversion into other securities or property of the Company.]

                                 Article Three

                                 The Securities


Section 301.     Title and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is limited to $_______________________.

         The Securities shall be known and designated as the "___% Senior Notes
due ______ __, ____" of the Company. Their Stated Maturity shall be ______ __,
____ and they shall bear interest at the rate of ____% per annum, from _____ __
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, as the case may be, payable semi-annually on _____ __ and
_________ __, commencing ______ __, ____, until the principal thereof is paid or
made available for payment and at the rate of ___% per annum on any overdue
principal, premium, if any, or installment of interest until paid.


                                       21
<PAGE>


         The Securities shall be senior unsecured obligations of the Company and
shall rank pari passu in right of payment with all existing or future senior
unsecured indebtedness of the Company.

         The operations of the Company are conducted principally through its
Subsidiaries. The right of the Company to participate as an equity holder in any
distribution of assets of any of its Subsidiaries upon dissolution, liquidation,
or winding up (and thus the ability of the Holders of the Securities to benefit,
as creditors of the Company, from such distribution) is subject to the prior
claims of creditors of any such Subsidiary, including, in the case of Forest
City Rental Properties Corporation, the claims for the payment of the Debt under
the FCRPC Credit Agreement. Although the Securities rank pari passu in right of
payment with the FCRPC Guaranty, as described above, the Securities do not rank
pari passu in right of payment with the Debt under the FCRPC Credit Agreement.
While it is the intent of the parties to this Indenture that this paragraph
shall not create any contractual rights of subordination, the Securities, as
described above, will be structurally (but not contractually) subordinated to
the Debt under the FCRPC Credit Agreement.

         The principal of (and premium, if any) and interest on the Securities
shall be payable at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, maintained for such purpose and at
any other office or agency maintained by the Company for such purpose; 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.

         The Securities shall be subject to repurchase by the Company pursuant
to an Offer to Purchase as provided in Sections 1018 and 1019.

         The Securities shall be redeemable as provided in Article Eleven.

         The Securities shall be subject to defeasance at the option of the
Company as provided in Article Twelve.

         [The Securities shall be convertible as provided in Article Thirteen.]

Section 302.     Denominations.

         The Securities shall be issuable only in registered form without
coupons and only 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 (or any Co-Chairman), its President or one of its Vice
Presidents, under its 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.

         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 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 such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

         Each Security shall be dated the date of its authentication.

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


                                       22
<PAGE>


Section 304.     Temporary Securities.

         Pending the preparation of definitive Securities, 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 are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 1002, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations. Until so exchanged the temporary Securities shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities.

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 designated pursuant to Section 1002 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 at an
office or agency of the Company designated pursuant to Section 1002 for such
purpose, 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 any authorized denominations and of a like aggregate principal
amount.

         At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like 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 1108 or in accordance with any Offer
to Purchase pursuant to Section 1018 or 1019 not involving any transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 1104 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

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 like tenor and principal amount and bearing a number
not contemporaneously outstanding.


                                       23
<PAGE>


         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security 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 issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
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 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.

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

               (1) The Company may elect to make payment of any Defaulted
          Interest to the Persons in whose names the Securities (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 and the date of the
          proposed payment, and at the same time the Company shall deposit with
          the Trustee an amount of money equal to the aggregate amount proposed
          to be paid in respect of such Defaulted Interest or shall make
          arrangements satisfactory to the Trustee for such deposit prior to the
          date of the proposed payment, such money when deposited to be held in
          trust for the benefit of the Persons entitled to such Defaulted
          Interest as in this Clause provided. Thereupon the Trustee shall fix a
          Special Record Date for the payment of such Defaulted Interest which
          shall be not more than 15 days and not less than 10 days prior to the
          date of the proposed payment and not less than 10 days after the
          receipt by the Trustee of the notice of the proposed payment. The
          Trustee shall promptly notify the Company of such Special Record Date
          and, in the name and at the expense of the Company, shall cause notice
          of the proposed payment of such Defaulted Interest and the Special
          Record Date therefor to be mailed, first-class postage prepaid, to
          each Holder at his address as it appears in the Security Register, 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 (or their respective
          Predecessor Securities) are registered at the close of business on
          such Special Record Date and shall no longer be payable pursuant to
          the following Clause (2).

               (2) The Company may make payment of any Defaulted Interest in any
          other lawful manner not inconsistent with the requirements of any
          securities exchange on which the 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.


                                       24
<PAGE>


         Subject to the provisions of Section 1302, in the case of any Security
(or any part thereof) which is converted after any Regular Record Date and on or
prior to the next succeeding Interest Payment Date (other than any Security the
principal of (or premium, if any, on) which shall become due and payable,
whether at Stated Maturity or by declaration of acceleration prior to such
Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Security (or any one or more
Predecessor Securities) is registered at the close of business on such Regular
Record Date. Except as otherwise expressly provided in the immediately preceding
sentence or in Section 1302, in the case of any Security (or any part thereof)
which is converted, interest whose Stated Maturity is after the date of
conversion of such Security (or such part thereof) shall not be payable.

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 premium, if
any) and (subject to Section 307) 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 purchase under any Offer to Purchase pursuant to
Section 1018 or 1019 shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled 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 all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities held by
the Trustee shall be disposed of as directed by a Company Order, provided,
however, that the Trustee may, but shall not be required to, destroy such
canceled Securities.

Section 310.     Computation of Interest.

         Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

Section 311.     Global Securities.

         (a) Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated by the Company 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. The Company
initially appoints The Depository Trust Company ("DTC") to act as Depositary
with respect to the Global Security(ies). The Company initially appoints the
Trustee to act as Securities Custodian with respect to the Global Security(ies).

         (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 as such under the Exchange Act,
and in each such case, a successor Depositary is not appointed by the Company
within 90 days or (ii) an Event of Default shall have occurred or an event that
with notice or lapse of time (or both) would constitute an Event of Default
shall have occurred or be continuing with respect to such Global Security or
(iii) the Company by Company Order so requests.

         (c) Upon the occurrence of any of the events specified in Section
311(b), the Company shall execute, and the Trustee shall authenticate and
deliver, Securities in definitive form registered in such names and in such
amounts as the Depositary or its authorized representative may specify.

         (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 Article Three, Section 906, Section 1108 or
Section 1018 or Section 1019 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.


                                       25
<PAGE>


         (e) The Depositary or its nominee, as registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities.

Section 312.     CUSIP Numbers.

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

                                  Article Four

                           Satisfaction and Discharge

Section 401.     Satisfaction and Discharge of Indenture.

         This Indenture shall 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, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

               (1) either

                    (A) all Securities theretofore authenticated and delivered
               (other than (i) Securities which have been destroyed, lost or
               stolen and which have been replaced or paid as provided in
               Section 306 and (ii) Securities for whose payment money has
               theretofore been deposited in trust or segregated and held in
               trust by the Company and thereafter repaid to the Company or
               discharged from such trust, as provided in Section 1003) have
               been delivered to the Trustee for cancellation; or

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

                           (i) have become due and payable, or

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

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

               and the Company, in the case of (i), (ii) or (iii) above, has
               deposited or caused to be deposited with the Trustee as trust
               funds in trust for the purpose an amount sufficient (without
               reinvestment) to pay and discharge the entire indebtedness on
               such Securities not theretofore delivered to the Trustee for
               cancellation, for principal (and premium, if any) and interest to
               the date of such deposit (in the case of Securities which have
               become due and payable) or to the Stated Maturity or Redemption
               Date, as the case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture pursuant to
this Article Four, the obligations of the Company to the Trustee under Section
607, the obligations of the Company to any Authenticating Agent under Section
614 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402, the last paragraph of Section 1003 and the provisions of
Section 303, 305, 306 and 311 shall survive.


                                       26
<PAGE>


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 premium, if
any) 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, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

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

               (2) default in the payment of any interest upon any Security when
          it becomes due and payable, and continuance of such default for a
          period of 30 days; or

               (3) default in the performance, or breach, of Section 801, 1018
          or 1019; or

               (4) default in the performance, or breach, of any covenant or
          agreement of the Company in this Indenture (other than a covenant or
          agreement a default in whose performance or whose breach is elsewhere
          in this Section specifically dealt with), and continuance of such
          default or breach for a period of 30 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 25% in
          principal amount of the Outstanding Securities a written notice
          specifying such default or breach and requiring it to be remedied and
          stating that such notice is a "Notice of Default" hereunder; or

               (5) a default or defaults under any bond(s), debenture(s),
          note(s) or other evidence(s) of Debt (other than Non-Recourse Debt) by
          the Company or any Subsidiary of the Company or under any mortgage(s),
          indenture(s) or instrument(s) under which there may be issued or by
          which there may be secured or evidenced any Debt (other than
          Non-Recourse Debt) of the Company or any such Subsidiary with a
          principal amount then outstanding, individually or in the aggregate,
          in excess of $10 million, whether such Debt now exists or shall
          hereafter be created, which default or defaults shall constitute a
          failure to pay any portion of the principal of such Debt when due and
          payable after the expiration of any applicable grace period with
          respect thereto and shall have resulted in such Debt becoming or being
          declared due and payable prior to the date on which it would otherwise
          have become due and payable or constitutes the failure to pay any
          portion of the principal of such Debt when due and payable; or

               (6) a default or defaults under any bond(s), debenture(s),
          note(s) or other evidence(s) of Non-Recourse Debt by the Company or
          any Subsidiary of the Company or under any mortgage(s), indenture(s)
          or instrument(s) under which there may be issued or by which there may
          be secured or evidenced any Non-Recourse Debt of the Company or any
          such Subsidiary with a principal amount then outstanding, individually
          or in the aggregate, in excess of 20% of the aggregate principal or
          similar amount of all the outstanding Non-Recourse Debt of the Company
          and its Subsidiaries, whether such Non-Recourse Debt now exists or
          shall hereafter be created, which default or defaults shall constitute
          a failure to pay any portion of the principal of such Non-Recourse
          Debt when due and payable after the expiration of any applicable grace
          period with respect thereto or shall have resulted in such
          Non-Recourse Debt becoming or being declared due and payable prior to
          the date on which it would otherwise have become due and payable; or

               (7) a final judgment or final judgments (not subject to appeal)
          for the payment of money are entered against the Company or any
          Subsidiary of the Company in an aggregate amount in excess of $10
          million by a court or courts of competent jurisdiction, which judgment
          or judgments remain undischarged or unbonded for a period (during
          which execution shall not be effectively stayed) of 45 days after the
          right to appeal all such judgments has expired; or

               (8) the entry by a court having jurisdiction in the premises of
          (A) a decree or order for relief in respect of the Company or any
          Material Subsidiary of the Company in an involuntary case or
          proceeding under any applicable


                                       27
<PAGE>


          Federal or State bankruptcy, insolvency, reorganization or other
          similar law or (B) a decree or order adjudging the Company or any such
          Material Subsidiary a bankrupt or insolvent, or approving as properly
          filed a petition seeking reorganization, arrangement, adjustment or
          composition of or in respect of the Company or any such Material
          Subsidiary under any applicable Federal or State law, or appointing a
          custodian, receiver, liquidator, assignee, trustee, sequestrator or
          other similar official of the Company or any, such Material Subsidiary
          or of any substantial part of the property of the Company or any such
          Material Subsidiary, or ordering the winding up or liquidation of the
          affairs of the Company or any such Material Subsidiary, and the
          continuance of any such decree or order for relief or any such other
          decree or order unstayed and in effect for a period of 60 consecutive
          days; or

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

Section 502.     Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
Section 501 (8) or (9) occurs) and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities 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 and
any accrued interest shall become immediately due and payable. If an Event of
Default specified in Section 501 (8) or (9) occurs, the principal of and any
accrued interest on the Securities then Outstanding shall ipso facto become
immediately due and payable without any declaration or other Act on the part of
the Trustee or any Holder. In the case of any Event of Default occurring by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of the Company with the intention of avoiding payment of the premium that the
Company would have had to pay if the Company then had elected to redeem the
Securities pursuant to the provisions described in Section 1101(a), an
equivalent premium will also become and be immediately due and payable upon the
acceleration of the Securities.

         At any time after such a declaration of acceleration 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, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

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

                    (A) all overdue interest on all Securities,

                    (B) the principal of (and premium, if any, on) any
               Securities which have become due otherwise than by such
               declaration of acceleration (including any Securities required to
               have been purchased on the Purchase Date pursuant to an Offer to
               Purchase made by the Company) and interest thereon at the rate of
               % per annum,

                    (C) to the extent that payment of such interest is lawful,
               interest upon overdue interest at the rate of % per annum, and

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


                                       28
<PAGE>


               (2) all Events of Default, other than the non-payment of the
          principal of Securities which have become due solely by such
          declaration of acceleration, have been cured or waived as provided in
          Section 513. No such rescission shall affect any subsequent default or
          impair any right consequent thereon.

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

         The Company covenants that if

               (1) default is made in the payment of any interest on any
          Security when such interest becomes due and payable and such default
          continues for a period of 30 days, or

               (2) default is made in the payment of the principal of (or
          premium, if any, on) any Security at the Maturity thereof, the Company
          will, upon demand of the Trustee, pay to it, for the benefit of the
          Holders of such Securities, the whole amount then due and payable on
          such Securities for principal (and premium, if any) and interest, and
          interest on any overdue principal (and premium, if any) and on any
          overdue interest, at ___% per annum, 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 occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 504.     Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

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

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 premium,
if any) or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

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


                                       29
<PAGE>


         SECOND: To the payment of the amounts then due and unpaid for principal
of (and premium, if any) 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 premium, if any) and interest, respectively.

Section 507.     Limitation on Suits.

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

               (1) such Holder has previously given written notice to the
          Trustee of a continuing Event of Default;

               (2) the Holders of not less than 25% in principal amount of the
          Outstanding Securities shall have made written request to the Trustee
          to institute proceedings in respect of such Event of Default in its
          own name as Trustee hereunder;

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

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

               (5) no direction inconsistent with such written request has been
          given to the Trustee during such 60-day period by the Holders of a
          majority in principal amount of the Outstanding Securities; it being
          understood and intended that no one or more 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 Holders, or to obtain or to seek to obtain priority or
          preference over any other Holders or to enforce any right under this
          Indenture, except in the manner herein provided and for the equal and
          ratable benefit of all the 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 premium, if any) 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 or in the case of an Offer to Purchase made by the Company and required to
be accepted as to such Security, on the Purchase Date) and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

Section 509.     Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

Section 510.     Rights and Remedies Cumulative.

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

Section 511.     Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Security 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


                                       30
<PAGE>


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 aggregate principal amount of the
Outstanding Securities 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, provided that

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

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

Section 513.     Waiver of Past Defaults.

         The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities may on behalf of the Holders of all the Securities
waive any past default hereunder and its consequences, except a default

               (1) in the payment of the principal of (or premium, if any) or
          interest on any Security (including any Security which is required to
          have been purchased pursuant to an Offer to Purchase made by the
          Company), or

               (2) in respect of a covenant or provision hereof which under
          Article Nine cannot be modified or amended without the consent of the
          Holder of each Outstanding Security 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,
including reasonable attorney's fees and expenses against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act;
provided, that neither this Section nor the Trust Indenture Act shall be deemed
to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Trustee or the Company.

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

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

                                  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.


                                       31
<PAGE>

Section 602.     Notice of Defaults.

         The Trustee shall give the Holders notice of any default hereunder as
and to the extent provided by the Trust Indenture Act; provided, however, that
in the case of any default of the character specified in Section 501(4), 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.

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 of Directors may 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 of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

         (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 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;

         (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;

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

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

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 501(8) or Section 501(9), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

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


                                       32
<PAGE>


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 the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not 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 in writing with the Company.

Section 607.     Compensation and Reimbursement.

         The Company agrees

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

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

               (3) to indemnify each of the Trustee or any predecessor Trustee
          and their agents for, and to hold them harmless against, any and all
          loss, liability, damage, claim or expense, including taxes (other than
          taxes based on the income of the Trustee or any predecessor Trustee)
          incurred without negligence or bad faith on its part, arising out of
          or in connection with the acceptance or administration of this trust,
          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.     Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

Section 609.     Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which 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, with a Corporate Trust
Office in the Borough of Manhattan, The City of New York, New York. If such
Person 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 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 shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

Section 610.     Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.


                                       33
<PAGE>


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

         (c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, the Trustee being removed may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee.

         (d) If at any time:

               (1) the Trustee shall fail to comply with Section 608 after
          written request therefor by the Company or by any Holder who has been
          a bona fide Holder of a Security for at least six months, or

               (2) the Trustee shall cease to be eligible under Section 609 and
          shall fail to resign after written request therefor by the Company or
          by any such Holder, or

               (3) the Trustee shall become incapable of acting or shall be
          adjudged a bankrupt or insolvent or a receiver of the Trustee or of
          its property shall be appointed or any public officer shall take
          charge or control of the Trustee or of its property or affairs for the
          purpose of rehabilitation, conservation or liquidation, then, in any
          such case, (i) the Company by a Board Resolution may remove the
          Trustee, 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 and the
          appointment of a successor Trustee.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, 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 appointment of a successor Trustee.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 106. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

Section 611.     Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder 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 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. 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.

         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


                                       34
<PAGE>


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 which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer or partial
redemption 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 mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the Security Register. 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 Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

         If an appointment is made pursuant to this Section, the Securities 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 described in the within-mentioned
Indenture.

                                        THE BANK OF NEW YORK,
                                              As Trustee


                                        By:
                                           --------------------------------
                                               As Authenticating Agent



                                       35
<PAGE>


                                        By:
                                           --------------------------------
                                                Authorized Officer



                                       36
<PAGE>


                                 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 more than 15 days after each Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Regular Record Date, 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.

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

         (b) 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 duties of the Trustee, shall be provided by the Trust
Indenture Act.

         (c) 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 the names and addresses of Holders made pursuant
to the Trust Indenture Act.

Section 703.     Reports by Trustee.

         (a) 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. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within
sixty days after each ____________ following the date of this Indenture, deliver
to Holders a brief report, dated as of such ______________, which complies with
the provisions of such Section 313(a).

         (b) 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 the
Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee when the Securities are listed on any stock
exchange and of any delisting thereof.

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 to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

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


                                       37
<PAGE>


                                 Article Eight

              Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.     Merger, Consolidations and Certain Sales of Assets.

         The Company shall not, in a single transaction or a series of related
transactions, (a) consolidate with or merge into or reorganize with or into any
other Person or permit any other Person to consolidate with or merge into or
reorganize with or into the Company, or (b) directly or indirectly, transfer,
convey, sell, lease or otherwise dispose of all or substantially all of its
assets to any other Person, unless in each case:

               (i) in a transaction (or series) in which the Company does not
          survive or in which the Company sells, leases or otherwise disposes of
          all or substantially all of its assets, the successor entity to the
          Company is organized under the laws of the United States of America,
          any State thereof or the District of Columbia (a "Successor Company")
          and shall expressly assume, by a supplemental indenture executed and
          delivered to the Trustee in form satisfactory to the Trustee, all of
          the Company's obligations under this Indenture;

               (ii) immediately before and after giving effect to such
          transaction (or series) and treating any Debt which becomes an
          obligation of the Company or a Subsidiary (or Successor Company) as a
          result of such transaction (or series) as having been Incurred by the
          Company or such Subsidiary (or Successor Company) at the time of the
          transaction (or series), no Event of Default or event that with the
          passing of time or the giving of notice, or both, would constitute an
          Event of Default shall have occurred and be continuing;

               (iii) immediately after giving effect to such transaction (or
          series), the Consolidated Net Worth of the Company (or Successor
          Company) is equal to or greater than 90% of the Company's Consolidated
          Net Worth immediately prior to the transaction (or series);

               (iv) immediately after giving effect to such transaction (or
          series) and treating any Debt which becomes an obligation of the
          Company or a Subsidiary as a result of such transaction (or series) as
          having been Incurred by the Company or such Subsidiary at the time of
          the transaction (or series), the Company (including any Successor
          Company), after giving pro forma effect thereto as if such transaction
          (or series) had occurred at the beginning of the most recently ended
          four full fiscal quarter period for which financial statements are
          available immediately preceding the date of such transaction (or
          series), could Incur at least $1.00 of additional Debt pursuant to the
          Consolidated EBITDA to Interest Ratio test and the test of the excess
          of the Company's Consolidated Adjusted Net Worth over the Company's
          Minimum Adjusted Net Worth, each set forth in the first paragraph of
          Section 1008;

               (v) if, as a result of any such transaction, property and assets
          of the Company or any Subsidiary would become subject to a Lien which
          would not be permitted by Section 1014, the Company or, if applicable,
          the Successor Company, as the case may be, shall take such steps as
          shall be necessary effectively to secure the Securities equally and
          ratably with (or prior to) the Debt secured by such Lien; or

               (vi) the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that such
          consolidation, merger, conveyance, transfer, sale, lease or
          acquisition and, if a supplemental indenture is required in connection
          with such transaction, such supplemental indenture, complies with this
          Article and that all conditions precedent herein provided for relating
          to such transaction have been complied with, and, with respect to such
          Officer's Certificate, setting forth the calculations demonstrating
          compliance with Clauses (iii) and (iv) above.

Section 802.     Successor Substituted.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any transfer, conveyance, sale, lease or other
disposition of all or substantially all of the properties and assets of the
Company as an entirety in accordance with Section 801, the Successor Company
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
Company had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.


                                       38
<PAGE>


                                  Article Nine

                             Supplemental Indentures

Section 901.     Supplemental Indentures Without Consent of Holders.

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

               (1) to evidence the succession of a Successor Company to the
          Company and the assumption by any such Successor Company of the
          covenants of the Company herein and in the Securities; or

               (2) to add to the covenants of the Company for the benefit of the
          Holders, or to surrender any right or power herein conferred upon the
          Company; or

               (3) to secure the Securities pursuant to the requirements of
          Section 1014 or otherwise; or

               (4) to comply with any requirements of the Commission in order to
          effect and maintain the qualification of this Indenture under the
          Trust Indenture Act;

               (5) to cure any ambiguity, to correct or supplement any provision
          herein which may be inconsistent with any other provision herein, or
          to make any other provisions with respect to matters or questions
          arising under this Indenture which shall not be inconsistent with the
          provisions of this Indenture, provided such action pursuant to this
          Clause (5) shall not adversely affect the interests of the Holders in
          any material respect; or

               (6) to make provision with respect to the conversion rights of
          Holders pursuant to the requirements of Article Thirteen, including
          providing for the conversion of the Securities into any security
          (other than Common Stock of the Company) or property of the Company.

Section 902.     Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, 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 under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

               (1) change the Stated Maturity of the principal of, or any
          instalment of interest on, any Security, or reduce the principal
          amount thereof or the rate of interest thereon or any premium payable
          thereon, or change the place of payment where, or the coin or currency
          in which, any Security or any premium or the interest thereon is
          payable, or impair the right to institute suit for the enforcement of
          any such payment on or after the Stated Maturity thereof (or, in the
          case of redemption, on or after the Redemption Date or, in the case of
          an Offer to Purchase which has been made, on or after the Purchase
          Date), or

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

               (3) modify any of the provisions of Section 1018 or 1019 or the
          related definitions in a manner adverse to the Holders,

               (4) modify any of the provisions of this Section, Section 513 or
          Section 1021, 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, or


                                       39
<PAGE>


               (5) if applicable, make any change that adversely affects the
          right to convert any Security as provided in Article Thirteen or
          pursuant to Section 301 (except as permitted by Section 901(6)) or
          decrease the conversion rate or increase the conversion price of any
          such Security.

         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 as then in effect.

Section 906.     Reference in Securities to Supplemental Indentures.

         Securities 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 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.

                                  Article Ten

                                    Covenants

Section 1001.    Payment of Principal, Premium and Interest.

         The Company will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

Section 1002.    Maintenance of Office or Agency.

         The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer or
exchange, where Securities may, if applicable, be surrendered for conversion and
where notices and demands to or upon the Company in respect of the Securities
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 (in or outside the Borough of Manhattan, The City of New
York) where the Securities 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 the Borough of Manhattan,
The City of New York, for


                                       40
<PAGE>


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 Security Payments to be Held in Trust.

         If the Company shall at any time act as its own Paying Agent, it will,
on or before 10:00 a.m., New York time, on the due date of the principal of (and
premium, if any) or interest on any of the Securities, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or 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, it will,
prior to each due date of the principal of (and premium, if any) or interest on
any Securities, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

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

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

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

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


         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such 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 (and premium, if
any) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) 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 The City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

Section 1004.    Existence.

         Subject to Article Eight and Section 1018, the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect
its existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors in good faith shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
that the loss thereof is not disadvantageous in any material respect to the
Holders.


                                       41
<PAGE>


Section 1005.    Maintenance of Properties.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary of the Company to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is desirable in the conduct of its business or the business of
any Subsidiary and not disadvantageous in any material respect to the Holders.

Section 1006.    Payment of Taxes and Other Claims.

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

Section 1007.    Maintenance of Insurance.

         The Company shall, and shall cause its Subsidiaries to, keep at all
times all of their properties which are of an insurable nature insured against
loss or damage with insurers believed by the Company to be responsible to the
extent that property of similar character is usually so insured by corporations
similarly situated and owning like properties in accordance with good business
practice.

Section 1008.     Limitation on Debt.

         The Company shall not Incur any Debt, and shall not permit any
Subsidiary of the Company to Incur any Debt unless, immediately after giving
effect to the Incurrence of such Debt and the receipt and application of the
proceeds thereof, (i) the Consolidated EBITDA to Interest Ratio of the Company
for the last four full fiscal quarters for which quarterly or annual financial
statements are available would be greater than 1.3 to 1 and (ii) the
Consolidated Adjusted Net Worth of the Company would be greater than the Minimum
Adjusted Net Worth of the Company.

         Notwithstanding the foregoing limitation, the Company or any Subsidiary
of the Company may Incur the following Debt:

               (i) Debt Incurred by the Company under its Guarantee of the FCRPC
          Credit Agreement or by any Subsidiary of the Company under the FCRPC
          Credit Agreement in an aggregate principal amount at any one time not
          to exceed $225 million, and any renewal, extension, refinancing or
          refunding thereof (including, without limitation, the replacement of
          the banks under the FCRPC Credit Agreement with a new group of banks)
          in an amount which, together with any amount remaining outstanding or
          available under the FCRPC Credit Agreement, does not exceed $225
          million; provided that such refinancing or refunding Debt does not
          have a Weighted Average Life that is less than the Weighted Average
          Life of the Debt being refinanced or refunded;

               (ii) Performance guarantees and performance bonds, surety bonds
          and appeal bonds in each case incurred in the ordinary course of
          business and consistent with past practices;

               (iii) Debt evidenced by the Securities;

               (iv) Debt (other than Debt described in another clause of this
          paragraph) outstanding on the date of original issuance of the
          Securities after giving effect to the application of the proceeds of
          the Securities;

               (v) Debt owed by the Company to any Wholly Owned Subsidiary of
          the Company for which fair value has been received or Debt owed by a
          Subsidiary of the Company to the Company or a Wholly Owned Subsidiary
          of the Company; provided, however, that (a) any such Debt owing by the
          Company to a Wholly Owned Subsidiary shall be Subordinated Debt
          evidenced by an intercompany promissory note and (b) upon either (1)
          the transfer or other disposition by such Wholly Owned Subsidiary or
          the Company of any Debt so permitted to a Person other than the


                                       42
<PAGE>


          Company or another Wholly Owned Subsidiary of the Company or (2) the
          issuance (other than directors' qualifying shares), sale, lease,
          transfer or other disposition of shares of Capital Stock (including by
          consolidation or merger) of such Wholly Owned Subsidiary to a Person
          other than the Company or another such Wholly Owned Subsidiary, the
          provisions of this clause (v) shall no longer be applicable to such
          Debt and such Debt shall be deemed to have been Incurred at the time
          of such transfer or other disposition;

               (vi) Debt Incurred by a Person prior to the time (A) such Person
          became a Subsidiary of the Company, (B) such Person merged into or
          consolidated with a Subsidiary of the Company or (C) another
          Subsidiary of the Company merged into or consolidated with such Person
          (in a transaction in which such Person became a Subsidiary of the
          Company) which Debt was not Incurred in anticipation of such
          transaction and was outstanding prior to such transaction, provided
          that after giving pro forma effect to such transaction and treating
          any Debt as having been Incurred at the time of such transaction, the
          Company could Incur at least $1.00 of additional Debt pursuant to the
          preceding paragraph;

               (vii) Development Debt Incurred by the Company or any Subsidiary
          of the Company; provided that the Incurrence of all such Development
          Debt would have been permitted under the limitations set forth in the
          first paragraph of this covenant on the date that the first $1.00 of
          such Debt was Incurred (the "Development Start Date") determined as if
          all such Development Debt had been incurred on the Development Start
          Date; provided, further that, if all such Development Debt could be
          Incurred by the Company or any Subsidiary of the Company on the
          Development Start Date in accordance with the immediately preceding
          proviso, then individual borrowings or draw downs in an aggregate
          amount of such Development Debt shall not be subject to the
          requirements of the first paragraph of this covenant;

               (viii) Debt Incurred by the Company or any of its Subsidiaries
          consisting of Permitted Interest Rate, Currency or Commodity Price
          Agreements;

               (ix) Debt which is exchanged for or the proceeds of which are
          used to refinance or refund, or any extension or renewal of,
          outstanding Debt Incurred pursuant to the preceding paragraph or
          clauses (iii), (iv), (vi) or (vii) of this paragraph (each of the
          foregoing, a "refinancing") in an aggregate principal amount not to
          exceed the principal amount of the Debt so refinanced plus the amount
          of any premium required to be paid in connection with such refinancing
          pursuant to the terms of the Debt so refinanced or the amount of any
          premium reasonably determined by the Company or the relevant
          Subsidiary as necessary to accomplish such refinancing by means of a
          tender offer or privately negotiated repurchase, plus the expenses of
          the Company or the Subsidiary, as the case may be, incurred in
          connection with such refinancing; provided, however, that (A) in the
          case of any refinancing of Debt which is subordinated in right of
          payment to the Securities, the refinancing Debt is Incurred by the
          Company and constitutes Subordinated Debt; (B) the refinancing Debt by
          its terms, or by the terms of any agreement or instrument pursuant to
          which such Debt is issued, (1) does not have a Weighted Average Life
          less than the Weighted Average Life of the Debt being refinanced and
          does not have a maturity earlier than the final stated maturity of the
          Debt being refinanced and (2) does not permit redemption or other
          retirement (including pursuant to an offer to purchase) of such Debt
          at the option of the holder thereof prior to the final stated maturity
          of the Debt being refinanced, other than a redemption or other
          retirement at the option of the holder of such Debt (including
          pursuant to an offer to purchase) which is conditioned upon provisions
          substantially similar to those described under Section 1018 and
          Section 1019; and (C) in the case of any refinancing of Debt Incurred
          by the Company, the refinancing Debt may be Incurred only by the
          Company, and in the case of any refinancing of Debt Incurred by a
          Subsidiary, the refinancing Debt may be Incurred only by such
          Subsidiary; provided, further, that Debt Incurred pursuant to this
          clause (ix) may not be Incurred more than 45 days prior to the
          application of the proceeds to repay the Debt to be refinanced; and

               (x) Debt Incurred by the Company or any Subsidiary of the Company
          not otherwise permitted to be Incurred pursuant to clauses (i) through
          (ix) above, which, together with any other outstanding Debt Incurred
          pursuant to this clause (x), has an aggregate principal amount not in
          excess of $50 million at any time outstanding.

Section 1009.    Limitation on Preferred Stock of Subsidiaries.

         The Company shall not cause, and shall not permit, any Subsidiary of
the Company to issue any Preferred Stock except:

               (i) Preferred Stock held by a Wholly-Owned Subsidiary or held by
          the Company;


                                       43
<PAGE>


               (ii) Preferred Stock of an entity when it is acquired which is
          outstanding at the time of such acquisition and not incurred in
          anticipation of such acquisition; provided, that the Company could
          Incur Debt in an amount equal to the liquidation value of such
          Preferred Stock pursuant to the first paragraph of Section 1008; and

               (iii) Preferred Stock issued by a Subsidiary of the Company
          (other than Forest City Rental Properties Corporation), provided that
          (a) the liquidation value of such Preferred Stock is treated as Debt
          Incurred at the time such Preferred Stock is issued for all purposes
          under the Indenture, (b) all dividends on such Preferred Stock,
          whether or not declared or paid, are treated as Consolidated Interest
          Expense and (c) at the time of the issuance of such Preferred Stock
          and after giving effect to the issuance of such Preferred Stock as
          Debt Incurred at the time of the issuance thereof, the Company could
          Incur at least $1.00 of additional Debt pursuant to the first
          paragraph of Section 1008.

Section 1010.     Limitation on Restricted Payments.

         The Company (i) shall not, and shall not permit any Subsidiary of the
Company to, directly or indirectly, declare or pay any dividend or make any
distribution (including any payment in connection with any merger or
consolidation derived from assets of the Company or any Subsidiary) in respect
of its Capital Stock or to the holders thereof, excluding (a) any dividends or
distributions by the Company payable solely in shares of its Capital Stock
(other than Redeemable Stock) or in options, warrants or other rights to acquire
its Capital Stock (other than Redeemable Stock),(b) in the case of a Subsidiary
of the Company, dividends or distributions payable to the Company or a Wholly
Owned Subsidiary of the Company, pro rata dividends or distributions payable
solely in shares of its Capital Stock (other than Redeemable Stock) or in
options, warrants or other rights to acquire its Capital Stock (other than
Redeemable Stock), and (c) in the case of a Subsidiary of the Company, dividends
or distributions payable pursuant to the terms of its organizational documents,
(ii) may not, and may not permit any Subsidiary to, purchase, redeem, or
otherwise acquire or retire for value (a) any Capital Stock of the Company or
(b) any options, warrants or other rights to acquire shares of Capital Stock of
the Company or any securities convertible or exchangeable into shares of Capital
Stock of the Company and (iii) may not, and may not permit any Subsidiary of the
Company to, redeem, repurchase, defease or otherwise acquire or retire for value
prior to any scheduled maturity, repayment or sinking fund payment Debt of the
Company which is subordinate in right of payment to the Securities (each of
clauses (i) through (iii) being a "Restricted Payment") if: (1) an Event of
Default, or an event that with the passing of time or the giving of notice, or
both, would constitute an Event of Default, shall have occurred and is
continuing or would result from such Restricted Payment, or (2) after giving pro
forma effect to such Restricted Payment as if such Restricted Payment had been
made at the beginning of the applicable four-fiscal-quarter period, the Company
could not Incur at least $1.00 of additional Debt pursuant to the first
paragraph of Section 1008 above, or (3) upon giving effect to such Restricted
Payment, the aggregate of all Restricted Payments from October 31, 1997 exceeds
the sum of: (a) 25% of the sum of (i) cumulative Consolidated Net Income (or, in
the case Consolidated Net Income shall be negative, less 100% of such deficit)
of the Company since October 31, 1997 through the last day of the last full
fiscal quarter ending immediately preceding the date of such Restricted Payment
(taken as a single accounting period) plus (ii) the amount of consolidated
depreciation and amortization and deferred taxes included in such Consolidated
Net Income less (iii) the amount of ordinary and necessary expenditures for the
purpose of maintaining the real and personal property of the Company and its
Subsidiaries in a state of good repair that was included in such Consolidated
Net Income or that was capitalized and included on the consolidated balance
sheet of the Company and its Subsidiaries since October 31, 1997; plus (b) 100%
of the aggregate net proceeds received by the Company after the date of original
issuance of the Securities, including the fair market value of property other
than cash (determined in good faith by the Board of Directors as evidenced by a
resolution of the Board of Directors of the Company filed with the Trustee),
from contributions of capital or the issuance and sale (other than to a
Subsidiary) of Capital Stock (other than Redeemable Stock) of the Company,
options, warrants or other rights to acquire Capital Stock (other than
Redeemable Stock) of the Company and the principal amount (or, in the case of
Debt issued at a discount, the accreted value of such Debt) of Debt of the
Company that has been converted into or exchanged for Capital Stock (other than
Redeemable Stock and other than by or from a Subsidiary) of the Company after
the date of original issuance of the Securities, provided that any such net
proceeds received by the Company from an employee stock ownership plan financed
by loans from the Company or a Subsidiary of the Company shall be included only
to the extent such loans have been repaid with cash on or prior to the date of
determination; plus (c) $10 million. Prior to the making of any Restricted
Payment, the Company shall deliver to the Trustee an Officers' Certificate
setting forth the computations by which the determinations required by clauses
(2) and (3) above were made and stating that no Event of Default, or event that
with the passing of time or the giving of notice, or both, would constitute an
Event of Default, has occurred and is continuing or will result from such
Restricted Payment.

         Notwithstanding the foregoing, so long as no Event of Default, or event
that with the passing of time or the giving of notice, or both, would constitute
an Event of Default, shall have occurred and is continuing or would result
therefrom, (i) the Company and any Subsidiary of the Company may pay any
dividend on Capital Stock of any class within 60 days after the declaration
thereof if, on the date when the dividend was declared, the Company or such
Subsidiary could have paid such dividend in accordance with the foregoing
provisions; (ii) the Company may refinance any Debt otherwise permitted by
clause (ix) of the second paragraph under Section 1008 above or solely in
exchange for or out of the net proceeds of the substantially concurrent sale
(other than from or to a Subsidiary or from or to an employee stock ownership
plan financed by loans from the


                                       44
<PAGE>


Company or a Subsidiary of the Company) of shares of Capital Stock (other than
Redeemable Stock) of the Company, provided that the amount of net proceeds from
such exchange or sale shall be excluded from the calculation of the amount
available for Restricted Payments pursuant to the preceding paragraph; (iii) the
Company may purchase, redeem, acquire or retire any shares of Capital Stock of
the Company solely in exchange for or out of the net proceeds of the
substantially concurrent sale (other than from or to a Subsidiary or from or to
an employee stock ownership plan financed by loans from the Company or a
Subsidiary of the Company) of shares of Capital Stock (other than Redeemable
Stock) of the Company; (iv) the Company may purchase or redeem any Debt from Net
Available Proceeds to the extent permitted under Section 1018; and (v) the
Company may make payments with respect to the extinguishment of fractional or
odd-lot shares of its Capital Stock in an aggregate amount not in excess of
$250,000.

Section 1011.     Limitations Concerning Distributions By and Transfers to
                  Subsidiaries.

         The Company shall not, and shall not permit any Subsidiary of the
Company to, directly or indirectly, suffer to exist or become effective any
consensual encumbrance or restriction on the ability of any Subsidiary of the
Company (i) to pay dividends (in cash or otherwise) or make any other
distributions in respect of its Capital Stock or pay any Debt or other
obligation owed to the Company or any other Subsidiary of the Company; (ii) to
make loans or advances to the Company or any other Subsidiary; or (iii) to
transfer any of its property or assets to the Company or any other Subsidiary.
Notwithstanding the foregoing, the Company may, and may permit any Subsidiary of
the Company to, suffer to exist any such encumbrance or restriction (a) pursuant
to any agreement in effect on the date of original issuance of the Securities
(including the FCRPC Credit Agreement); (b) pursuant to any future senior credit
facility between Forest City Rental Properties Corporation and a financial
institution or institutions or a senior credit facility between Forest City
Trading Group, Inc. and a financial institution or institutions, provided that
notwithstanding any such encumbrance or restriction contained therein, Forest
City Rental Properties Corporation (in the case of a Forest City Rental
Properties Corporation senior credit facility) and Forest City Trading Group,
Inc. (in the case of a Forest City Trading Group, Inc. senior credit facility)
shall be permitted to distribute to the Company, in the form of dividends, loans
or advances, or any combination thereof, (i) amounts sufficient to pay, when
due, all interest payments in respect of Debt of the Company, including the
Notes, (ii) amounts sufficient to pay, when due, all taxes of the Company, and
(iii) except in the case of any default by Forest City Rental Properties
Corporation under any such future credit facility, not less than $3.0 million
per fiscal year to pay administrative and other expenses of the Company,
provided that any such future credit facility may contain encumbrances or
restrictions that restrict the applicable Subsidiary's ability to make such
distributions to the Company in the event that Forest City Rental Properties
Corporation fails to make any payment of principal, interest or other charge,
when due and payable in accordance with the terms of such future credit facility
(after giving effect to any applicable grace periods); (c) pursuant to an
agreement relating to any Debt Incurred by a Person prior to the date on which
such Person became a Subsidiary of the Company and outstanding on such date and
not Incurred in anticipation of becoming a Subsidiary, which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person so acquired; (d) pursuant to an agreement entered
into by a Subsidiary of the Company in connection with the acquisition,
development, construction or improvement of real property so long as such
agreement is required by a third party prior to making capital contributions, or
extending credit, to the Subsidiary; or (e) pursuant to an agreement effecting a
renewal, refunding or extension of Debt Incurred pursuant to an agreement
referred to in clause (a), (b), (c) or (d) (including, solely for purposes of
this clause (e), renewals, refinancings and extensions of Debt Incurred pursuant
to an agreement referred to in clause (d) that are in excess of the original
amount of such Debt) above, provided, however, that the provisions contained in
such renewal, refunding or extension agreement relating to such encumbrance or
restriction are no more restrictive in any material respect than the provisions
contained in the agreement the subject thereof, in the reasonable judgment of
the Chief Executive Officer of the Company and evidenced by a certificate
therefrom filed with the Trustee.

Section 1012.     Limitation on Sale and Leaseback Transactions.

         The Company shall not, and shall not permit any Subsidiary to, enter
into any Sale and Leaseback Transaction unless all of the conditions of the
Indenture described under Section 1018 (including the provisions concerning the
application of Net Available Proceeds) are satisfied with respect to such Sale
and Leaseback Transaction, treating all of the consideration received in such
Sale and Leaseback Transaction as Net Available Proceeds for purposes of such
covenant.

Section 1013.     Limitation on Layered Debt of Subsidiaries.

         The company may not permit any Subsidiary to Incur any Debt that is by
its terms subordinate in right of payment to the FCRPC Credit Agreement.

Section 1014.     Limitation on Liens.

         The Company may not, and may not permit any Subsidiary of the Company
to, Incur or suffer to exist any Lien to secure Debt on or with respect to any
property or assets now owned or hereafter acquired (i) if such Lien secures Debt
which is


                                       45
<PAGE>


pari passu with the Securities, unless the Securities are secured on an equal
and ratable basis with the obligations so secured until such time as such
obligation is no longer secured by a Lien or (ii) if such Lien secures Debt
which is subordinated to the Securities, unless any such Lien shall be
subordinated to the Lien granted to the Holders of the Securities to the same
extent as such subordinated Debt is subordinated in right of payment to the
Securities. The foregoing restriction will not apply to Liens on property or
other assets of the Company as described in the definition of Purchase Money
Debt to secure Purchase Money Debt otherwise permitted under the Indenture or
Liens to secure Debt Incurred to extend, renew, refinance or refund (or
successive extensions, renewals, refinancings or refundings), in whole or in
part, Purchase Money Debt secured by a Lien so long as such Lien does not extend
to any other property and the principal amount (or, in the case of Debt issued
at a discount, the accreted value thereof) of Debt so secured is not increased.

Section 1015.     Limitation on Issuances and Sales of Capital Stock of
                  Subsidiaries.

         Subject to Article Eight (if applicable), the Company (i) may not, and
may not permit any Subsidiary of the Company to, transfer, convey, sell, lease
or otherwise dispose of any Capital Stock of such or any other Subsidiary of the
Company to any Person (other than the Company or a Wholly Owned Subsidiary
thereof) and (ii) may not permit any Subsidiary to issue shares of its Capital
Stock (other than directors' qualifying shares and other than to the Company or
a Wholly Owned Subsidiary thereof), except in either case if (a) in the case of
any Subsidiary of the Company other than Forest City Rental Properties
Corporation, the Net Available Proceeds from such sale, assignment, transfer,
issuance or conveyance are applied in accordance with Section 1018 (including
the provisions relating to the application of the Net Available Proceeds) or (b)
the issuance of Preferred Stock which is permitted to be issued in accordance
with the provisions described under Section 1009.

Section 1016.     Transactions with Affiliates and Related Persons.

         The Company may not, and may not permit any Subsidiary of the Company
to, enter into any transaction (or series of related transactions) with an
Affiliate or Related Person of the Company (other than the Company or a Wholly
Owned Subsidiary of the Company), including any Investment, either directly or
indirectly, unless such transaction is on terms no less favorable to the Company
or such Subsidiary than those that could be obtained in a comparable
arm's-length transaction with an entity that is not an Affiliate or Related
Person and is in the best interest of such Company or such Subsidiary. For any
transaction that involves in excess of $1 million but less than or equal to $5
million, the Chief Executive Officer of the Company shall determine that the
transaction satisfies the above criteria and shall evidence such a determination
by a certificate filed with the Trustee. For any transaction that involves in
excess of $5 million, a majority of the disinterested members of the Board of
Director shall determine that the transaction satisfies the above criteria and
shall evidence such a determination by a Board Resolution filed with the
Trustee. For any transaction that involves in excess of $20 million, the Company
shall also obtain an opinion from a nationally recognized expert with experience
in appraising the terms and condition of the type of transaction (or series of
related transactions) for which the opinion is required stating that such
transaction (or series of related transactions) is on terms no less favorable to
the Company or such Subsidiary than those that could be obtained in a comparable
arm's-length transaction with an entity that is not an Affiliate or Related
Person of the Company, which opinion shall be filed with the Trustee.

Section 1017.     Provision of Financial Information.

         Whether or not the Company is required to be subject to Section 13(a)
or 15(d) of the Exchange Act, the Company shall 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(a) or
15(d) or any successor provision thereto if the Company were so required, such
documents to be filed with the Commission on or prior to the respective dates
(the "Required Filing Dates") by which the Company would have been required so
to file such documents if the Company were so required. The Company shall also
in any event (a) within 15 days of each Required Filing Date (i) transmit by
mail to all Holders, as their names and addresses appear in the Security
Register, without cost to such Holders, and (ii) file with the Trustee copies of
the annual reports, quarterly reports and other documents which the Company
would have been required to file with the Commission pursuant to Section 13(a)
or 15(d) of the Exchange Act or any successor provisions thereto if the Company
were required to be subject to such Sections and (b) if filing such documents by
the Company with the Commission is not permitted under the Exchange Act,
promptly upon written request supply copies of such documents to any prospective
Holder.

Section 1018.     Asset Dispositions.

         (a) The Company shall not, and shall not permit any Subsidiary to, make
any Asset Disposition in one or more related transactions unless: (i) the
Company or the Subsidiary, as the case may be, receives consideration for such
disposition at least equal to the fair market value for the assets sold or
disposed of as determined by the Board of Directors of the Company in good faith
and evidenced by a resolution of the Board of Directors filed with the Trustee;
and (ii) all Net Available Proceeds, less any amounts invested within 365 days
of such


                                       46
<PAGE>


disposition in assets of the Company or any Subsidiary thereof used in a
Permitted Business (including Capital Stock of an entity which is engaged in a
Permitted Business), are applied within 365 days of such disposition to the
permanent repayment or reduction of outstanding Debt that is pari passu with the
Notes, or any outstanding Debt of any Subsidiary of the Company, the terms of
which would require such application or prohibit payments as required by this
Section 1018. The amount of Net Available Proceeds from any Asset Disposition
less any amounts used in a Permitted Business or applied to reduce Debt during
the 365 day period set forth in the preceding sentence constitutes "Excess
Proceeds." Excess Proceeds will be segregated not later than 365 days after such
disposition from the other assets of the Company and its Subsidiaries and
invested in cash or Cash Equivalents until such time as such Excess Proceeds are
applied as specified in Section 1018(b). Any Asset Disposition resulting from a
condemnation of a property by a court or governmental agency having jurisdiction
over such property shall not be required to comply with clause (i) of the first
sentence of this Section 1018, but shall otherwise be subject to all
requirements of this covenant.

         (b) When the aggregate amount of Excess Proceeds exceeds $10,000,000,
the Company will, within 30 days thereof, apply such aggregate Excess Proceeds
(1) first, to make an Offer to Purchase Outstanding Securities at 100% of their
principal amount plus accrued interest to the date of purchase and, to the
extent required by the terms thereof, any other Debt of the Company that is pari
passu with the Securities at a price no greater than 100% of the principal
amount thereof plus accrued interest to the date of purchase, (2) second, to the
extent of any remaining Excess Proceeds following the completion of the Offer to
Purchase, to the repayment of other Debt of the Company that is pari passu with
the Securities, or any Debt of any Subsidiary of the Company, to the extent
permitted under the terms thereof and (3) third, to the extent of any remaining
Net Available Proceeds, to any other use as determined by the Company which is
not otherwise prohibited by the terms of this Indenture. Upon the completion of
an Offer to Purchase pursuant to this paragraph, the amount of Excess Proceeds
shall be reset to zero.

         (c) The Company will mail the Offer for an Offer to Purchase required
pursuant to Section 1018(a) not more than 30 days after such Excess Proceeds
exceed $10,000,000. The aggregate principal amount of the Securities to be
offered to be purchased pursuant to the Offer to Purchase shall equal the Excess
Proceeds available therefor pursuant to Section 1018(a) (rounded down to the
next lowest integral multiple of $1,000). Each Holder shall be entitled to
tender all or any portion of the Securities owned by such Holder pursuant to the
Offer to Purchase, subject to the requirement that any portion of a Security
tendered must be tendered in an integral multiple of $1,000 principal amount.

         The Company shall not be entitled to any credit against its obligations
under this Section 1018 for the principal amount of any Securities acquired by
the Company otherwise than pursuant to the Offer to Purchase pursuant to this
Section 1018.

         (d) Not later than the date of the Offer with respect to an Offer to
Purchase pursuant to this Section 1018, the Company shall deliver to the Trustee
an Officers' Certificate as to (i) the Purchase Amount, (ii) the allocation of
the Net Available Proceeds from the Asset Disposition pursuant to which such
Offer is being made, including, if amounts are invested in assets that will be
used in a Permitted Business, the actual assets acquired and a statement that
such assets are being used in a Permitted Business and (iii) the compliance of
such allocation with the provisions of this Section 1018.

         The Company and the Trustee shall perform their respective obligations
specified in the Offer for the Offer to Purchase. On or prior to the Purchase
Date, the Company shall (i) accept for payment (on a pro rata basis, if
necessary) Securities or portions thereof tendered pursuant to the Offer, (ii)
deposit with the paying agent (or, if the Company is acting as its own paying
agent, segregate and hold in trust as provided in Section 1003) money sufficient
to pay the purchase price of all Securities or portions thereof so accepted and
(iii) deliver or cause to be delivered to the Trustee all Securities so accepted
together with an Officers' Certificate setting forth the Securities or portions
thereof accepted for payment by the Company. The Paying Agent (or the Company,
if so acting) shall promptly mail or deliver to Holders of Securities so
accepted payment in an amount equal to the purchase price, and the Trustee shall
promptly authenticate and mail or deliver to such Holders a new Security equal
in principal amount to any unpurchased portion of the Security tendered. Any
Security not accepted for payment shall be promptly mailed or delivered by the
Company to the Holder thereof. The Company shall publicly announce the results
of the Offer on or as soon as practicable after the Purchase Date.

Section 1019.     Change of Control.

         (a) Within 30 days following the date of the consummation of a
transaction resulting in a Change of Control, the Company shall mail an Offer
with respect to an Offer to Purchase all Outstanding Securities at a purchase
price equal to 101% of their principal amount plus accrued interest to the
Purchase Date (provided, however, that installments of interest whose Stated
Maturity is on or prior to the Purchase Date shall be payable to the Holders of
such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307). Each Holder shall be entitled to tender all or
any portion of the Securities owned by such Holder pursuant to the Offer to
Purchase, subject to the requirement that any portion of a Security tendered
must be tendered in an integral multiple of $1,000 principal amount. A "Change
of Control" will be deemed to have occurred at such time as either (a) any
Person (other than a Permitted Holder) or any Persons acting together that would
constitute a "group" (a "Group") for purposes of Section 13(d) of the Exchange
Act, or any successor provision thereto (other than Permitted Holders), together
with any Affiliates or


                                       47
<PAGE>


Related Persons thereof, shall beneficially own (within the meaning of Rule
13d-3 under the Exchange Act, or any successor provision thereto) at least 30%
of the aggregate voting power of all classes of Voting Stock of the Company; or
(b) any Person or Group (other than Permitted Holders), together with any
Affiliates or Related Persons thereof, shall succeed in having a sufficient
number of its nominees elected to the Board of Directors of the Company such
that such nominees, when added to any existing director remaining on the Board
of Directors of the Company after such election who was a nominee of or is an
Affiliate or Related Person of such Person or Group, will constitute a majority
of the Board of Directors of the Company.

         (b) The Company and the Trustee shall perform their respective
obligations specified in the Offer for the Offer to Purchase. On or prior to the
Purchase Date, the Company shall (i) accept for payment Securities or portions
thereof tendered pursuant to the Offer, (ii) deposit with the Paying Agent (or,
if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) money sufficient to pay the Purchase Price of all
Securities or portions thereof so tendered and (iii) deliver or cause to be
delivered to the Trustee all Securities so repurchased together with an
Officers' Certificate setting forth the Securities or portions thereof
repurchased by the Company. The Paying Agent shall promptly mail or deliver to
Holders of Securities so tendered payment in an amount equal to the Purchase
Price, and the Trustee shall promptly authenticate and mail or deliver to such
Holders a new Security or Securities equal in principal amount to any
unpurchased portion of the Security tendered as requested by the Holder. The
Company shall publicly announce the results of the Offer on or as soon as
practicable after the Purchase Date.

Section 1020.     Statement by Officers as to Default; Compliance Certificates.

         (a) The Company will deliver to the Trustee, within 90 days after the
end of each fiscal year, and within 60 days after the end of each fiscal quarter
(other than the fourth fiscal quarter), 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, and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge. For purposes of this Section
1020, such compliance or default shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.

         (b) The Company shall deliver to the Trustee, as soon as possible and
in any event within 10 days after the Company becomes aware or should reasonably
become aware of the occurrence of an Event of Default or an event which, with
notice or the lapse of time or both, would constitute an Event of Default, an
Officers' Certificate setting forth the details of such Event of Default or
default, and the action which the Company proposes to take with respect thereto.

Section 1021.     Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 801 and Sections 1004 to 1017,
inclusive, if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect.

                                 Article Eleven

                            Redemption of Securities

Section 1101.     Right of Redemption.

         The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, (a) at any time on or after _____ __, ____,
at the Redemption Prices specified in the form of Security hereinbefore set
forth and (b) at any time prior to _____ __, ____, from the net proceeds of a
Public Equity Offering, at the Redemption Price specified in the form of
Security hereinbefore set forth, together, in each case, with accrued interest
to the Redemption Date; provided, however, that, in the case of a redemption
pursuant to clause (b) of this Section 1101, the Company may not redeem more
than 33% of the original principal amount of the Securities in connection with
any one redemption and that, after giving effect to any such redemption, at
least $___ million aggregate principal amount of Securities remain Outstanding.


                                       48
<PAGE>


Section 1102.     Applicability of Article.

         Redemption of Securities at the election of the Company, as permitted
by any provision of this Indenture, shall be made in accordance with such
provision and this Article.

Section 1103.     Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities pursuant to
Section 1101 shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of all or less than all the Securities, 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 and of the principal amount of Securities to
be redeemed. In the case of any redemption at the election of the Company
pursuant to Section 1101 prior to _____ __, ____, the Redemption Date must be
within 75 days of the earlier of (i) the last sale of Common Stock pursuant to
the Public Equity Offering and (ii) the expiration of any over-allotment option
granted in connection with the Public Equity Offering, and the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with
clause (b) of Section 1101.

Section 1104.     Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by lot or by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to $1,000 or any integral multiple thereof) of the principal
amount of Securities of a denomination larger than $1,000.

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

         If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

Section 1105.     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 identify the Securities to be redeemed
(including CUSIP numbers) and state:

               (1) the Redemption Date,

               (2) the Redemption Price,

               (3) if less than all the Outstanding Securities are to be
          redeemed, the identification (and, in the case of partial redemption,
          the principal amounts) of the particular Securities to be redeemed,

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

               (5) whether the redemption is being made pursuant to Section
          1101(a) or Section 1101(b), and a brief explanation of the basis
          therefor,

               (6) the place or places where such Securities are to be
          surrendered for payment of the Redemption Price,


                                       49
<PAGE>


               (7) if applicable, the conversion price, the date on which the
          right to convert the principal of the Securities or the portions
          thereof to be redeemed will be the Redemption Date and the place or
          places where such Securities may be surrendered for conversion, and

               (8) in case any Security is to be redeemed part only, the notice
          which relates to such Security shall state that on and after the
          Redemption Date, upon surrender of such Security, the holder will
          receive, without charge, a new Security or Securities of authorized
          denominations for the principal amount thereof remaining unredeemed.

         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. All notices of redemption
shall be irrevocable.

Section 1106.     Deposit of Redemption Price.

         Prior to 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, 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.

         If any Security called for redemption is converted, any money deposited
with the Trustee or with a Paying Agent or so segregated and held in trust for
the redemption of such Security shall (subject to the right of any Holder of
such Security to receive interest as provided in the last paragraph of Section
307) be paid to the Company on Company Request, or if then held by the Company,
shall be discharged from such trust.

Section 1107.     Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that instalments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate of __% per annum.

Section 1108.     Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at an office or agency of the Company designated for that purpose pursuant to
Section 1002 (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 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

                       Defeasance and Covenant Defeasance

Section 1201.     Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may at its option by Board Resolution, at any time, elect
to have either Section 1202 or Section 1203 applied to the Outstanding
Securities upon compliance with the conditions set forth below in this Article
Twelve.


                                       50
<PAGE>


Section 1202.     Defeasance and Discharge.

         Upon the Company's exercise of the option provided in Section 1201
applicable to this Section, the Company shall be deemed to have been discharged
from its obligations with respect to the Outstanding Securities on the date the
conditions set forth below are satisfied (hereinafter, "defeasance"). For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding 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), except for 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 1204 and as more fully
set forth in such Section, payments in respect of the principal of (and premium,
if any) and interest on such Securities when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 304, 305,
306, 311, 1002 and 1003, (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (D) this Article Twelve. Subject to compliance with
this Article Twelve, the Company may exercise its option under this Section 1202
notwithstanding the prior exercise of its option under Section 1203.

Section 1203.     Covenant Defeasance.

         Upon the Company's exercise of the option provided in Section 1201
applicable to this Section, (i) the Company shall be released from its
obligations under Sections 1005 through 1017, inclusive, and Clauses (iii), (iv)
and (v) of Section 801, (ii) the occurrence of an event specified in Sections
501(4) (with respect to Clauses (iii), (iv) or (v) of Section 801), 501(4) (with
respect to any of Sections 1005 through 1017, inclusive), 501(6) and 501(7)
shall not be deemed to be an Event of Default on and after the date the
conditions set forth below are satisfied (hereinafter, "covenant defeasance").
For this purpose, such covenant defeasance means that the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section, Clause or Article, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section,
Clause or Article or by reason of any reference in any such Section, Clause or
Article to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

Section 1204.     Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to application of either Section
1202 or Section 1203 to the then Outstanding Securities:

               (1) The Company shall irrevocably have deposited or caused to be
          deposited with the Trustee (or another trustee satisfying the
          requirements of Section 609 who shall agree to comply with the
          provisions of this Article Twelve applicable to it) as trust funds in
          trust for the purpose of making the following payments, specifically
          pledged as security for, and dedicated solely to, the benefit of the
          Holders of such Securities, (A) money in an amount, or (B) U.S.
          Government Obligations which through the scheduled payment of
          principal and interest in respect thereof in accordance with their
          terms will provide, not later than one day before the due date of any
          payment, money in an amount, or (C) a combination thereof, sufficient,
          in the opinion of a nationally recognized firm of independent public
          accountants expressed in a written certification thereof delivered to
          the Trustee, to pay and discharge, and which shall be applied by the
          Trustee (or other qualifying trustee) to pay and discharge, the
          principal of (premium, if any,) and each installment of interest on
          the Securities on the Stated Maturity of such principal or installment
          of interest in accordance with the terms of this Indenture and of such
          Securities.

               (2) In the case of an election under Section 1202, the Company
          shall have delivered to the Trustee an Opinion of Counsel stating that
          (x) the Company has received from, or there has been published by, the
          Internal Revenue Service a ruling, or (y) since the date of this
          Indenture there has been a change in the applicable Federal income tax
          law, in either case to the effect that, and based thereon such Opinion
          shall confirm that, the Holders of the Outstanding Securities will not
          recognize gain or loss for Federal income tax purposes as a result of
          such deposit, defeasance and discharge and will be subject to Federal
          income tax on the same amount, in the same manner and at the same
          times as would have been the case if such deposit, defeasance and
          discharge had not occurred.

               (3) In the case of an election under Section 1203, the Company
          shall have delivered to the Trustee an Opinion of Counsel to the
          effect that the Holders of the Outstanding Securities will not
          recognize gain or loss for Federal income tax purposes as a result of
          such deposit and covenant defeasance and will be subject to Federal
          income tax on the same amount, in the same manner and at the same
          times as would have been the case if such deposit and covenant
          defeasance had not occurred.


                                       51
<PAGE>


               (4) The Company shall have delivered to the Trustee an Officers'
          Certificate to the effect that the Securities, if then listed on any
          securities exchange, will not be delisted as a result of such deposit.

               (5) Such defeasance or covenant defeasance shall not cause the
          Trustee to have a conflicting interest as defined in Section 608 and
          for purposes of the Trust Indenture Act with respect to any securities
          of the Company.

               (6) No Event of Default or event which with notice or lapse of
          time or both would become an Event of Default shall have occurred and
          be continuing on the date of such deposit or, insofar as subsections
          501(8) and (9) are concerned, at any time during the period ending on
          the 123rd day after the date of such deposit (it being understood that
          this condition shall not be deemed satisfied until the expiration of
          such period).

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

               (8) The Company shall have delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent provided for relating to either the defeasance
          under Section 1202 or the covenant defeasance under Section 1203 (as
          the case may be) have been complied with.

               (9) Such defeasance or covenant defeasance shall not result in
          the trust arising from such deposit constituting an investment company
          as defined in the Investment Company Act of 1940, as amended, or such
          trust shall be qualified under such act or exempt from regulation
          thereunder.

Section 1205.     Deposited Money and U.S. Government Obligations to be Held in
                  Trust; Other 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--collectively, for purposes of
this Section 1205, the "Trustee") pursuant to Section 1204 in respect of the
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 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 premium,
if any) and interest, but such money need not be segregated from other funds
except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1204 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 the Outstanding Securities.

         Anything in this Article Twelve 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 1204 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 an equivalent defeasance or covenant
defeasance.

Section 1206.     Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1202 or 1203 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Twelve until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 1202 or 1203;
provided, however, that if the Company makes any payment of principal of (and
premium, if any) or interest on any Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or
the Paying Agent.


                                       52
<PAGE>


                                Article Thirteen

                            CONVERSION OF SECURITIES

Section 1301.     Applicability of Article.

         The provisions of this Article shall be applicable to any Securities
which are convertible into shares of Common Stock of the Company, and the
issuance of such shares of Common Stock upon the conversion of such Securities,
except as otherwise specified as contemplated by Section 301 for the Securities
of such series.

Section 1302.     Exercise of Conversion Privilege.

         In order to exercise a conversion privilege, the Holder of a Security
of a series with such a privilege shall surrender such Security to the Company
at the office or agency maintained for that purpose pursuant to Section 1002,
accompanied by a duly executed conversion notice to the Company substantially in
the form set forth in Section 206 stating that the Holder elects to convert such
Security or a specified portion thereof. Such notice shall also state, if
different from the name and address of such Holder, the name or names (with
address) in which the certificate or certificates for shares of Common Stock
which shall be issuable on such conversion shall be issued. Securities
surrendered for conversion shall (if so required by the Company or the Trustee)
be duly endorsed by or accompanied by instruments of transfer in forms
satisfactory to the Company and the Trustee duly executed by the registered
Holder or its attorney duly authorized in writing; and Securities so surrendered
for conversion (in whole or in part) during the period from the close of
business on any Regular Record Date to the opening of business on the next
succeeding Interest Payment Date (excluding Securities or portions thereof
called for redemption during such period) shall also be accompanied by payment
in funds acceptable to the Company of an amount equal to the interest payable on
such Interest Payment Date on the principal amount of such Security then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security, subject to the provisions of
Section 307 relating to the payment of Defaulted Interest by the Company. As
promptly as practicable after the receipt of such notice and of any payment
required pursuant to a Board Resolution and, subject to Section 303, set forth,
or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto setting forth the
terms of such series of Security, and the surrender of such Security in
accordance with such reasonable regulations as the Company may prescribe, the
Company shall issue and shall deliver, at the office or agency at which such
Security is surrendered, to such Holder or on its written order, a certificate
or certificates for the number of full shares of Common Stock issuable upon the
conversion of such Security (or specified portion thereof), in accordance with
the provisions of such Board Resolution, Officers' Certificate or supplemental
indenture, and cash as provided therein in respect of any fractional share of
such Common Stock otherwise issuable upon such conversion. Such conversion shall
be deemed to have been effected immediately prior to the close of business on
the date on which such notice and such payment, if required, shall have been
received in proper order for conversion by the Company and such Security shall
have been surrendered as aforesaid (unless such Holder shall have so surrendered
such Security and shall have instructed the Company to effect the conversion on
a particular date following such surrender and such Holder shall be entitled to
convert such Security on such date, in which case such conversion shall be
deemed to be effected immediately prior to the close of business on such date)
and at such time the rights of the Holder of such Security as such Security
Holder shall cease and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock of the Company shall be
issuable upon such conversion shall be deemed to have become the Holder or
Holders of record of the shares represented thereby. Except as set forth above
and subject to the final paragraph of Section 307, no payment or adjustment
shall be made upon any conversion on account of any interest accrued on the
Securities (or any part thereof) surrendered for conversion or on account of any
dividends on the Common Stock of the Company issued upon such conversion.

         In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to or on the order of the Holder thereof, at the expense of the Company,
a new Security or Securities of the same series, of authorized denominations, in
aggregate principal amount equal to the unconverted portion of such Security.

Section 1303.     No Fractional Shares.

         No fractional share of Common Stock of the Company shall be issued upon
conversions of Securities of any series. If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Securities (or specified portions thereof
to the extent permitted hereby) so surrendered. If, except for the provisions of
this Section 1303, any Holder of a Security or Securities would be entitled to a
fractional share of Common Stock of the Company upon the conversion of such
Security or Securities, or specified portions thereof, the Company shall pay to
such Holder an amount in cash equal to the current market value of such
fractional share computed, (i) if such Common Stock is listed or admitted to
unlisted trading privileges on a national securities exchange, on the basis of
the last reported sale price regular way on such exchange on the last trading
day


                                       53
<PAGE>


prior to the date of conversion upon which such a sale shall have been effected,
or (ii) if such Common Stock is not at the time so listed or admitted to
unlisted trading privileges on a national securities exchange, on the basis of
the average of the bid and asked prices of such Common Stock in the
over-the-counter market, on the last trading day prior to the date of
conversion, as reported by the National Quotation Bureau, Incorporated or
similar organization if the National Quotation Bureau, Incorporated is no longer
reporting such information, or if not so available, the fair market price as
determined by the Board of Directors. For purposes of this Section, "trading
day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday other than
any day on which the Common Stock is not traded on The New York Stock Exchange,
or if the Common Stock is not traded on The New York Stock Exchange, on the
principal exchange or market on which the Common Stock is traded or listed.

Section 1304.     Adjustment of Conversion Price.

         The conversion price of Securities of any series that is convertible
into Common Stock of the Company shall be adjusted for any stock dividends,
stock splits, reclassifications, combinations or similar transactions in
accordance with the terms of the supplemental indenture or Board Resolutions
setting forth the terms of the Securities of such series. Whenever the
conversion price is adjusted, the Company shall compute the adjusted conversion
price in accordance with terms of the applicable Board Resolution or
supplemental indenture and shall prepare an Officers' Certificate setting forth
the adjusted conversion price and showing in reasonable detail the facts upon
which such adjustment is based, and such certificate shall forthwith be filed at
each office or agency maintained for the purpose of conversion of Securities
pursuant to Section 1002 and, if different, with the Trustee. The Company shall
forthwith cause a notice setting forth the adjusted conversion price to be
mailed, first class postage prepaid, to each Holder of Securities of such series
at its address appearing on the Security Register and to any conversion agent
other than the Trustee.

Section 1305.     Notice of Certain Corporate Actions.

         In case:

               (1) the Company shall declare a dividend (or any other
          distribution) on its Common Stock payable otherwise than in cash out
          of its retained earnings (other than a dividend for which approval of
          any shareholders of the Company is required); or

               (2) the Company shall authorize the granting to the holders of
          its Common Stock of rights, options or warrants to subscribe for or
          purchase any shares of capital stock of any class or of any other
          rights (other than any such grant for which approval of any
          shareholders of the Company is required); or

               (3) of any reclassification of the Common Stock of the Company
          (other than a subdivision or combination of its outstanding shares of
          Common Stock, or of any consolidation, merger or share exchange to
          which the Company is a party and for which approval of any
          shareholders of the Company is required), or of the sale of all or
          substantially all of the assets of the Company; or

               (4) of the voluntary or involuntary dissolution, liquidation or
          winding up of the Company; then the Company shall cause to be filed
          with the Trustee, and shall cause to be mailed to all Holders at their
          last addresses as they shall appear in the Securities Register, at
          least 20 days (or 10 days in any case specified in Clause (1) or (2)
          above) prior to the applicable record date hereinafter specified, a
          notice stating (i) the date on which a record is to be taken for the
          purpose of such dividend, distribution, rights, options or warrants,
          or, if a record is not to be taken, the date as of which the holders
          of Common Stock of record to be entitled to such dividend,
          distribution, rights, options or warrants are to be determined, or
          (ii) the date on which such reclassification, consolidation, merger,
          share exchange, sale, dissolution, liquidation or winding up is
          expected to become effective, and the date as of which it is expected
          that holders of Common Stock of record shall be entitled to exchange
          their shares of Common Stock for securities, cash or other property
          deliverable upon such reclassification, consolidation, merger, share
          exchange, sale, dissolution, liquidation or winding up. If at any time
          the Trustee shall not be the conversion agent, a copy of such notice
          shall also forthwith be filed by the Company with the Trustee.

Section 1306.     Reservation of Shares of Common Stock.

         The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Securities, the full number of shares of
Common Stock of the Company then issuable upon the conversion of all outstanding
Securities of any series that has conversion rights.


                                       54
<PAGE>


Section 1307.     Payment of Certain Taxes Upon Conversion.

         The Company will pay any and all taxes that may be payable in respect
of the issue or delivery of shares of its Common Stock on conversion of
Securities pursuant hereto. The Company shall not, however, be required to pay
any tax which may be payable in respect of any transfer involved in the issue
and delivery of shares of its Common Stock in a name other than that of the
Holder of the Security or Securities to be converted, and no such issue or
delivery shall be made unless and until the person requesting such issue has
paid to the Company the amount of any such tax, or has established, to the
satisfaction of the Company, that such tax has been paid.

Section 1308.     Nonassessability.

         The Company covenants that all shares of its Common Stock which may be
issued upon conversion of Securities will upon issue in accordance with the
terms hereof be duly and validly issued and fully paid and nonassessable.

Section 1309.     Effect of Consolidation or Merger on Conversion Privilege.

         In case of any consolidation of the Company with, or merger of the
Company into or with any other Person, or in case of any sale of all or
substantially all of the assets of the Company, the Company or the Person formed
by such consolidation or the Person into which the Company shall have been
merged or the Person which shall have acquired such assets, as the case may be,
shall execute and deliver to the Trustee a supplemental indenture providing that
the Holder of each Security then outstanding of any series that is convertible
into Common Stock of the Company shall have the right, which right shall be the
exclusive conversion right thereafter available to said Holder (until the
expiration of the conversion right of such Security), to convert such Security
into the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such consolidation, merger or sale by a holder
of the number of shares of Common Stock of the Company into which such Security
might have been converted immediately prior to such consolidation, merger or
sale, subject to compliance with the other provisions of this Indenture, such
Security and such supplemental indenture. Such supplemental indenture shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in such Security. The above
provisions of this Section shall similarly apply to successive consolidations,
mergers or sales. It is expressly agreed and understood that anything in this
Indenture to the contrary notwithstanding, if, pursuant to such merger,
consolidation or sale, holders of outstanding shares of Common Stock of the
Company do not receive shares of common stock of the surviving corporation but
receive other securities, cash or other property or any combination thereof,
Holders of Securities shall not have the right to thereafter convert their
Securities into common stock of the surviving corporation or the corporation
which shall have acquired such assets, but rather, shall have the right upon
such conversion to receive the other securities, cash or other property
receivable by a holder of the number of shares of Common Stock of the Company
into which the Securities held by such holder might have been converted
immediately prior to such consolidation, merger or sale, all as more fully
provided in the first sentence of this Section 1309. Anything in this Section
1309 to the contrary notwithstanding, the provisions of this Section 1309 shall
not apply to a merger or consolidation of another corporation with or into the
Company pursuant to which both of the following conditions are applicable: (i)
the Company is the surviving corporation and (ii) the outstanding shares of
Common Stock of the Company are not changed or converted into any other
securities or property (including cash) or changed in number or character or
reclassified pursuant to the terms of such merger or consolidation.

         As evidence of the kind and amount of shares of stock or other
securities or property (including cash) into which Securities may properly be
convertible after any such consolidation, merger or sale, or as to the
appropriate adjustments of the conversion prices applicable with respect
thereto, the Trustee shall be furnished with and may accept the certificate or
opinion of an independent certified public accountant with respect thereto; and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely thereon, and shall not be responsible or accountable to any
Holder of Securities for any provision in conformity therewith or approved by
such independent certified accountant which may be contained in said
supplemental indenture.

Section 1310.     Duties of Trustee Regarding Conversion.

         Neither the Trustee nor any conversion agent shall at any time be under
any duty or responsibility to any Holder of Securities of any series that is
convertible into Common Stock of the Company to determine whether any facts
exist which may require any adjustment of the conversion price, or with respect
to the nature or extent of any such adjustment when made, or with respect to the
method employed, whether herein or in any supplemental indenture, any
resolutions of the Board of Directors or written instrument executed by one or
more officers of the Company provided to be employed in making the same. Neither
the Trustee nor any conversion agent shall be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock of the
Company, or of any securities or property, which may at any time be issued or
delivered upon the conversion of any Securities and neither the Trustee nor any
conversion agent makes any representation with respect thereto. Subject to the
provisions of Section 601, neither the Trustee nor any conversion agent shall be
responsible for any failure of the


                                       55
<PAGE>


Company to issue, transfer or deliver any shares of its Common Stock or stock
certificates or other securities or property upon the surrender of any Security
for the purpose of conversion or to comply with any of the covenants of the
Company contained in this Article Thirteen or in the applicable supplemental
indenture, resolutions of the Board of Directors or written instrument executed
by one or more duly authorized officers of the Company.

Section 1311.     Repayment of Certain Funds Upon Conversion.

         Any funds which at any time shall have been deposited by the Company or
on its behalf with the Trustee or any other paying agent for the purpose of
paying the principal of, and premium, if any, and interest, if any, on any of
the Securities (including, but not limited to, funds deposited pursuant to
Article Twelve hereof) and which shall not be required for such purposes because
of the conversion of such Securities as provided in this Article Fourteen shall
after such conversion be repaid to the Company by the Trustee upon the Company's
written request.



                                       56
<PAGE>



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

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

                                       FOREST CITY ENTERPRISES, INC.


                                       By:
                                          --------------------------------------


Attest:

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



                                       THE BANK OF NEW YORK,
                                        as Trustee


                                        By:
                                           -------------------------------------

Attest:

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


<PAGE>



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


         On the _____ day of __________, ____, before me personally came
___________________________, to me known, who, being by me duly sworn, did
depose and say that he is ___________________________________________________ of
Forest City Enterprises, Inc., one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.



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





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


         On the _____ day of __________, ____, before me personally came
___________________________, to me known, who, being by me duly sworn, did
depose and say that [he -- she] is __________________________________________ of
The Bank of New York, one of the corporations described in and which executed
the foregoing instrument; that [he -- she] knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that [he
-- she] signed [his -- her] name thereto by like authority.



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

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                              PAGE

<S>                                                                                                           <C>
Article One       Definitions and Other Provisions of General Application........................................1

         Section 101.      Definitions...........................................................................1

         Section 102.      Compliance Certificates and Opinions.................................................12

         Section 103.      Form of Documents Delivered to Trustee...............................................12

         Section 104.      Acts of Holders; Record Date.........................................................13

         Section 105.      Notices, Etc., to Trustee and Company................................................14

         Section 106.      Notice to Holders; Waiver............................................................14

         Section 107.      Conflict with Trust Indenture Act....................................................14

         Section 108.      Effect of Headings and Table of Contents.............................................14

         Section 109.      Successors and Assigns...............................................................14

         Section 110.      Separability Clause..................................................................15

         Section 111.      Benefits of Indenture................................................................15

         Section 112.      GOVERNING LAW........................................................................15

         Section 113.      Legal Holidays.......................................................................15

Article Two       Security Forms................................................................................15

         Section 201.      Forms Generally......................................................................15

         Section 202.      Form of Face of Security.............................................................16

         Section 203.      Form of Reverse of Security..........................................................17

         Section 204.      Form of Trustee's Certificate of Authentication......................................20

         Section 205.      Form of Legend for Global Securities.................................................20

         Section 206.      Form of Conversion Notice ...........................................................21

Article Three     The Securities................................................................................21

         Section 301.      Title and Terms......................................................................21

         Section 302.      Denominations........................................................................22

         Section 303.      Execution, Authentication, Delivery and Dating.......................................22

         Section 304.      Temporary Securities.................................................................22

         Section 305.      Registration, Registration of Transfer and Exchange..................................23

         Section 306.      Mutilated, Destroyed, Lost and Stolen Securities.....................................23

         Section 307.      Payment of Interest; Interest Rights Preserved.......................................24

         Section 308.      Persons Deemed Owners................................................................25

         Section 309.      Cancellation.........................................................................25

         Section 310.      Computation of Interest..............................................................25

         Section 311.      Global Securities....................................................................25

         Section 312.      CUSIP Numbers........................................................................26
</TABLE>


                                      -i-


<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>

                                                                                                              PAGE

<S>                                                                                                           <C>
Article Four      Satisfaction and Discharge....................................................................26

         Section 401.      Satisfaction and Discharge of Indenture..............................................26

         Section 402.      Application of Trust Money...........................................................27

Article Five      Remedies......................................................................................27

         Section 501.      Events of Default....................................................................27

         Section 502.      Acceleration of Maturity; Rescission and Annulment...................................28

         Section 503.      Collection of Indebtedness and Suits for Enforcement by Trustee......................29

         Section 504.      Trustee May File Proofs of Claim.....................................................29

         Section 505.      Trustee May Enforce Claims Without Possession of Securities..........................29

         Section 506.      Application of Money Collected.......................................................30

         Section 507.      Limitation on Suits..................................................................30

         Section 508.      Unconditional Right of Holders to Receive Principal, Premium and Interest............30

         Section 509.      Restoration of Rights and Remedies...................................................30

         Section 510.      Rights and Remedies Cumulative.......................................................31

         Section 511.      Delay or Omission Not Waiver.........................................................31

         Section 512.      Control by Holders...................................................................31

         Section 513.      Waiver of Past Defaults..............................................................31

         Section 514.      Undertaking for Costs................................................................31

         Section 515.      Waiver of Usury, Stay or Extension Laws..............................................31

Article Six       The Trustee...................................................................................32

         Section 601.      Certain Duties and Responsibilities..................................................32

         Section 602.      Notice of Defaults...................................................................32

         Section 603.      Certain Rights of Trustee............................................................32

         Section 604.      Not Responsible for Recitals or Issuance of Securities...............................33

         Section 605.      May Hold Securities..................................................................33

         Section 606.      Money Held in Trust..................................................................33

         Section 607.      Compensation and Reimbursement.......................................................33

         Section 608.      Disqualification; Conflicting Interests..............................................34

         Section 609.      Corporate Trustee Required; Eligibility..............................................34

         Section 610.      Resignation and Removal; Appointment of Successor....................................34

         Section 611.      Acceptance of Appointment by Successor...............................................35

         Section 612.      Merger, Conversion, Consolidation or Succession to Business..........................35

         Section 613.      Preferential Collection of Claims Against Company....................................35

         Section 614.      Appointment of Authenticating Agent..................................................35
</TABLE>


                                      -ii-

<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>

                                                                                                              PAGE

<S>                                                                                                           <C>
Article Seven     Holders' Lists and Reports by Trustee and Company.............................................37

         Section 701.      Company to Furnish Trustee Names and Addresses of Holders............................37

         Section 702.      Preservation of Information; Communications to Holders...............................37

         Section 703.      Reports by Trustee...................................................................37

         Section 704.      Reports by Company...................................................................37

Article Eight     Consolidation, Merger, Conveyance, Transfer or Lease..........................................38

         Section 801.      Merger, Consolidations and Certain Sales of Assets...................................38

         Section 802.      Successor Substituted................................................................38

Article Nine      Supplemental Indentures.......................................................................39

         Section 901.      Supplemental Indentures Without Consent of Holders...................................39

         Section 902.      Supplemental Indentures with Consent of Holders......................................39

         Section 903.      Execution of Supplemental Indentures.................................................40

         Section 904.      Effect of Supplemental Indentures....................................................40

         Section 905.      Conformity with Trust Indenture Act..................................................40

         Section 906.      Reference in Securities to Supplemental Indentures...................................40

Article Ten       Covenants.....................................................................................40

         Section 1001.     Payment of Principal, Premium and Interest...........................................40

         Section 1002.     Maintenance of Office or Agency......................................................40

         Section 1003.     Money for Security Payments to be Held in Trust......................................41

         Section 1004.     Existence............................................................................41

         Section 1005.     Maintenance of Properties............................................................42

         Section 1006.     Payment of Taxes and Other Claims....................................................42

         Section 1007.     Maintenance of Insurance.............................................................42

         Section 1008.     Limitation on Debt...................................................................42

         Section 1009.     Limitation on Preferred Stock of Subsidiaries........................................43

         Section 1010.     Limitation on Restricted Payments....................................................44

         Section 1011.     Limitations Concerning Distributions By and Transfers to Subsidiaries................45

         Section 1012.     Limitation on Sale and Leaseback Transactions........................................45

         Section 1013.     Limitation on Layered Debt of Subsidiaries...........................................45

         Section 1014.     Limitation on Liens..................................................................46

         Section 1015.     Limitation on Issuances and Sales of Capital Stock of Subsidiaries...................46

         Section 1016.     Transactions with Affiliates and Related Persons.....................................46

         Section 1017.     Provision of Financial Information...................................................46

         Section 1018.     Asset Dispositions...................................................................47
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         Section 1019.     Change of Control....................................................................48

         Section 1020.     Statement by Officers as to Default; Compliance Certificates.........................48

         Section 1021.     Waiver of Certain Covenants..........................................................48

Article Eleven    Redemption of Securities......................................................................49

         Section 1101.     Right of Redemption..................................................................49

         Section 1102.     Applicability of Article.............................................................49

         Section 1103.     Election to Redeem; Notice to Trustee................................................49

         Section 1104.     Selection by Trustee of Securities to Be Redeemed....................................49

         Section 1105.     Notice of Redemption.................................................................49

         Section 1106.     Deposit of Redemption Price..........................................................50

         Section 1107.     Securities Payable on Redemption Date................................................50

         Section 1108.     Securities Redeemed in Part..........................................................50

Article Twelve    Defeasance and Covenant Defeasance............................................................51

         Section 1201.     Company's Option to Effect Defeasance or Covenant Defeasance.........................51

         Section 1202.     Defeasance and Discharge.............................................................51

         Section 1203.     Covenant Defeasance..................................................................51

         Section 1204.     Conditions to Defeasance or Covenant Defeasance......................................51

         Section 1205.     Deposited Money and U.S. Government Obligations to be Held in Trust;
                           Other Miscellaneous Provisions.......................................................52

         Section 1206.     Reinstatement........................................................................52

Article Thirteen  Conversion of Securities......................................................................53

         Section 1301.     Applicability of Article.............................................................53

         Section 1302.     Exercise of Conversion Privilege.....................................................53

         Section 1303.     No Fractional Shares.................................................................54

         Section 1304.     Adjustment of Conversion Price.......................................................54

         Section 1305.     Notice of Certain Corporate Actions..................................................54

         Section 1306.     Reservation of Shares of Common Stock................................................55

         Section 1307.     Payment of Certain Taxes Upon Conversion.............................................55

         Section 1308.     Nonassessability.....................................................................55

         Section 1309.     Effect of Consolidation or Merger on Conversion Privilege............................55

         Section 1310.     Duties of Trustee Regarding Conversion...............................................56

         Section 1311.     Repayment of Certain Funds Upon Conversion...........................................56
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