EXHIBIT 10.2

                          JUNIOR SUBORDINATED INDENTURE

                                     between

                              BLUEGREEN CORPORATION

                                       and

                   JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
                                   as Trustee

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

                           Dated as of March 15, 2005

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

================================================================================

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1.   Definitions ................................................    1

Section 1.2.   Compliance Certificate and Opinions ........................   10

Section 1.3.   Forms of Documents Delivered to Trustee ....................   10

Section 1.4.   Acts of Holders ............................................   11

Section 1.5.   Notices, Etc. to Trustee and Company .......................   13

Section 1.6.   Notice to Holders; Waiver ..................................   13

Section 1.7.   Effect of Headings and Table of Contents ...................   13

Section 1.8.   Successors and Assigns .....................................   13

Section 1.9.   Separability Clause ........................................   14

Section 1.10.  Benefits of Indenture ......................................   14

Section 1.11.  Governing Law ..............................................   14

Section 1.12.  Submission to Jurisdiction .................................   14

Section 1.13.  Non-Business Days ..........................................   14

                                   ARTICLE II
                                 SECURITY FORMS

Section 2.1.   Form of Security ...........................................   15

Section 2.2.   Restricted Legend ..........................................   20

Section 2.3.   Form of Trustee's Certificate of Authentication ............   22

Section 2.4.   Temporary Securities .......................................   23

Section 2.5.   Definitive Securities ......................................   23

                                   ARTICLE III
                                 THE SECURITIES

Section 3.1.   Payment of Principal and Interest ..........................   23

Section 3.2.   Denominations ..............................................   25

Section 3.3.   Execution, Authentication, Delivery and Dating .............   25

Section 3.4.   Global Securities ..........................................   26

Section 3.5.   Registration, Transfer and Exchange Generally ..............   28

Section 3.6.   Mutilated, Destroyed, Lost and Stolen Securities ...........   29

Section 3.7.   Persons Deemed Owners ......................................   30


                                       -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

Section 3.8.   Cancellation ...............................................   30

Section 3.9.   Reserved ...................................................   30

Section 3.10.  Reserved ...................................................   31

Section 3.11.  Agreed Tax Treatment .......................................   31

Section 3.12.  CUSIP Numbers ..............................................   31

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

Section 4.1.   Satisfaction and Discharge of Indenture ....................   32

Section 4.2.   Application of Trust Money .................................   33

                                    ARTICLE V
                                    REMEDIES

Section 5.1.   Events of Default ..........................................   33

Section 5.2.   Acceleration of Maturity; Rescission and Annulment .........   34

Section 5.3.   Collection of Indebtedness and Suits for Enforcement
               by Trustee .................................................   35

Section 5.4.   Trustee May File Proofs of Claim ...........................   36

Section 5.5.   Trustee May Enforce Claim Without Possession of Securities .   36

Section 5.6.   Application of Money Collected .............................   36

Section 5.7.   Limitation on Suits ........................................   37

Section 5.8.   Unconditional Right of Holders to Receive Principal,
               Premium and Interest; Direct Action by Holders of
               Preferred Securities .......................................   38

Section 5.9.   Restoration of Rights and Remedies .........................   38

Section 5.10.  Rights and Remedies Cumulative .............................   38

Section 5.11.  Delay or Omission Not Waiver ...............................   38

Section 5.12.  Control by Holders .........................................   38

Section 5.13.  Waiver of Past Defaults ....................................   39

Section 5.14.  Undertaking for Costs ......................................   39

Section 5.15.  Waiver of Usury, Stay or Extension Laws ....................   40

                                   ARTICLE VI
                                   THE TRUSTEE

Section 6.1.   Corporate Trustee Required .................................   40

Section 6.2.   Certain Duties and Responsibilities ........................   40


                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

Section 6.3.   Notice of Defaults .........................................   41

Section 6.4.   Certain Rights of Trustee ..................................   42

Section 6.5.   May Hold Securities ........................................   43

Section 6.6.   Compensation; Reimbursement; Indemnity .....................   44

Section 6.7.   Resignation and Removal; Appointment of Successor ..........   45

Section 6.8.   Acceptance of Appointment by Successor .....................   45

Section 6.9.   Merger, Conversion, Consolidation or Succession to
               Business ...................................................   46

Section 6.10.  Not Responsible for Recitals or Issuance of Securities .....   46

Section 6.11.  Appointment of Authenticating Agent ........................   46

                                   ARTICLE VII
                HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1.   Company to Furnish Trustee Names and Addresses of Holders ..   48

Section 7.2.   Preservation of Information, Communications to Holders .....   48

Section 7.3.   Reports by Company .........................................   48

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1.   Company May Consolidate, Etc., Only on Certain Terms .......   49

Section 8.2.   Successor Company Substituted ..............................   49

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

Section 9.1.   Supplemental Indentures without Consent of Holders .........   50

Section 9.2.   Supplemental Indentures with Consent of Holders ............   51

Section 9.3.   Execution of Supplemental Indentures .......................   52

Section 9.4.   Effect of Supplemental Indentures ..........................   52

Section 9.5.   Reference in Securities to Supplemental Indentures .........   52

                                    ARTICLE X
                                    COVENANTS

Section 10.1.  Payment of Principal, Premium and Interest .................   52

Section 10.2.  Money for Security Payments to be Held in Trust ............   52

Section 10.3.  Statement as to Compliance .................................   54

Section 10.4.  Calculation Agent ..........................................   54


                                     -iii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

Section 10.5.  Additional Tax Sums ........................................   54

Section 10.6.  Additional Covenants .......................................   55

Section 10.7.  Waiver of Covenants ........................................   56

Section 10.8.  Treatment of Securities ....................................   56

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

Section 11.1.  Optional Redemption ........................................   56

Section 11.2.  Special Event Redemption ...................................   56

Section 11.3.  Election to Redeem; Notice to Trustee ......................   57

Section 11.4.  Selection of Securities to be Redeemed .....................   57

Section 11.5.  Notice of Redemption .......................................   57

Section 11.6.  Deposit of Redemption Price ................................   58

Section 11.7.  Payment of Securities Called for Redemption ................   58

                                   ARTICLE XII
                           SUBORDINATION OF SECURITIES

Section 12.1.  Securities Subordinate to Senior Debt ......................   59

Section 12.2.  No Payment When Senior Debt in Default; Payment Over of
               Proceeds Upon Dissolution, Etc .............................   59

Section 12.3.  Payment Permitted If No Default ............................   61

Section 12.4.  Subrogation to Rights of Holders of Senior Debt ............   61

Section 12.5.  Provisions Solely to Define Relative Rights ................   61

Section 12.6.  Trustee to Effectuate Subordination ........................   62

Section 12.7.  No Waiver of Subordination Provisions ......................   62

Section 12.8.  Notice to Trustee ..........................................   62

Section 12.9.  Reliance on Judicial Order or Certificate of Liquidating
               Agent ......................................................   63

Section 12.10. Trustee Not Fiduciary for Holders of Senior Debt ...........   63

Section 12.11. Rights of Trustee as Holder of Senior Debt; Preservation
               of Trustee's Rights ........................................   63

Section 12.12. Article Applicable to Paying Agents ........................   63


                                      -iv-
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

SCHEDULES

Schedule A     -    Determination of LIBOR

Exhibit A      -    Form of Officer's Financial Certificate


                                      -i-
<PAGE>

      JUNIOR  SUBORDINATED  INDENTURE,  dated  as of  March  15,  2005,  between
Bluegreen Corporation a Massachusetts corporation (the "Company"),  and JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, as Trustee (in such capacity, the "Trustee").

                             RECITALS OF THE COMPANY

      WHEREAS,  the Company has duly  authorized  the  execution and delivery of
this Indenture to provide for the issuance of its unsecured junior  subordinated
notes (the  "Securities")  issued to  evidence  loans made to the Company of the
proceeds from the issuance by Bluegreen  Statutory Trust I, a Delaware statutory
trust (the "Trust"),  of undivided preferred  beneficial interests in the assets
of the Trust  (the  "Preferred  Securities")  and  undivided  common  beneficial
interests in the assets of the Trust (the "Common Securities" and,  collectively
with the Preferred Securities, the "Trust Securities"), and to provide the terms
and conditions  upon which the Securities  are to be  authenticated,  issued and
delivered; and

      WHEREAS,  all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

      NOW, THEREFORE, this Indenture Witnesseth:

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

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      SECTION 1.1. Definitions.

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

            (a) the terms  defined in this Article I have the meanings  assigned
      to them in this Article I;

            (b) the words "include",  "includes" and "including" shall be deemed
      to be followed by the phrase "without limitation";

            (c) all  accounting  terms not  otherwise  defined  herein  have the
      meanings assigned to them in accordance with GAAP;

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

            (e) the words "hereby", "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;


                                       1
<PAGE>

            (f) a reference to the singular  includes the plural and vice versa;
      and

            (g) the  masculine,  feminine or neuter  genders  used herein  shall
      include the masculine, feminine and neuter genders.

      "Act" when used with respect to any Holder,  has the meaning  specified in
Section 1.4.

      "Administrative  Trustee"  means,  with respect to the Trust,  each Person
identified as an "Administrative Trustee" in the Trust Agreement,  solely in its
capacity as  Administrative  Trustee of the Trust under the Trust  Agreement and
not in its individual  capacity,  or its successor in interest in such capacity,
or any successor Administrative Trustee appointed as therein provided.

      "Additional Interest" means the interest, if any, that shall accrue on any
amounts payable on the Securities, the payment of which has not been made on the
applicable  Interest  Payment  Date and which shall accrue at the rate per annum
specified  or  determined  as specified  in such  Security,  in each case to the
extent legally enforceable.

      "Additional Tax Sums" has the meaning specified in Section 10.5.

      "Additional  Taxes"  means  taxes,  duties or other  governmental  charges
imposed on the Trust as a result of a Tax Event (which, for the sake of clarity,
does not include  amounts  required to be deducted or withheld by the Trust from
payments made by the Trust to or for the benefit of the Holder of, or any Person
that acquires a beneficial interest in, the Securities).

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

      "Applicable  Depositary 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.

      "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.11 to act on behalf of the Trustee to authenticate the Securities.

      "Bankruptcy  Code"  means  Title  11 of  the  United  States  Code  or any
successor statute(s) thereto, or any similar federal or state law for the relief
of debtors, in each case as amended from time to time.

      "Board of  Directors"  means the board of  directors of the Company or any
duly authorized committee of that board.

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


                                       2
<PAGE>

      "Business  Day" means any day other than (i) a Saturday or Sunday,  (ii) a
day on which  banking  institutions  in the City of New York are  authorized  or
required by law or executive  order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee is closed for business.

      "Calculation Agent" has the meaning specified in Section 10.4.

      "Common Securities" has the meaning specified in the first recital of this
Indenture.

      "Common  Stock" means the common stock,  par value $.01 per share,  of the
Company.

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

      "Company  Request" and "Company  Order"  mean,  respectively,  the written
request or order  signed in the name of the Company by its Chairman of the Board
of Directors,  its Vice Chairman of the Board of Directors,  its Chief Executive
Officer,  President or a Vice President, and by its Chief Financial Officer, its
Treasurer, an Assistant Treasurer,  its Secretary or an Assistant Secretary, and
delivered to the Trustee.

      "Corporate  Trust  Office"  means the  principal  office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of this Indenture is located at 600 Travis, 50th Floor,
Houston,  Texas 77019 Attn:  Institutional Trust  Services--Bluegreen  Statutory
Trust I.

      "Debt" means, with respect to any Person,  whether recourse is to all or a
portion of the assets of such Person,  whether  currently  existing or hereafter
incurred  and  whether or not  contingent  and  without  duplication,  (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 (but  excluding
trade  accounts  payable or other  accrued  liabilities  arising in the ordinary
course of business); (v) every capital lease obligation of such Person; (vi) all
indebtedness  of such Person,  whether  incurred on or prior to the date of this
Indenture or thereafter incurred,  for claims in respect of derivative products,
including  interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar  arrangements;  (vii) every obligation of the type
referred to in clauses (i) through (vi) of another  Person and all  dividends of
another Person the payment of which,  in either case, such Person has guaranteed
or is  responsible  or  liable  for,  directly  or  indirectly,  as  obligor  or
otherwise;  and (viii)  any  renewals,  extensions,  refundings,  amendments  or
modifications  of any  obligation of the type referred to in clauses (i) through
(vii).

      "Defaulted Interest" has the meaning specified in Section 3.1.

      "Delaware Trustee" means, with respect to the Trust, the Person identified
as the  "Delaware  Trustee" in the Trust  Agreement,  solely in its  capacity as
Delaware  Trustee  of  the


                                       3
<PAGE>

Trust  under the Trust  Agreement  and not in its  individual  capacity,  or its
successor  in interest  in such  capacity,  or any  successor  Delaware  Trustee
appointed as therein provided.

      "Depositary"  means an organization  registered as a clearing agency under
the  Exchange  Act  that is  designated  as  Depositary  by the  Company  or any
successor thereto. DTC will be the initial Depositary.

      "Depositary  Participant"  means a broker,  dealer,  bank, other financial
institution  or other  Person  for whom from time to time a  Depositary  effects
book-entry transfers and pledges of securities deposited with the Depositary.

      "Distributions"  means amounts payable in respect of the Trust  Securities
as provided in the Trust Agreement and referred to therein as "Distributions."

      "Dollar" or "$" means the currency of the United  States of America  that,
as at the time of payment, is legal tender for the payment of public and private
debts.

      "DTC" means The Depository Trust Company,  a New York corporation,  or any
successor thereto.

      "Event of Default" has the meaning specified in Section 5.1.

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

      "Expiration Date" has the meaning specified in Section 1.4.

      "Fixed Rate Period" shall have the meaning set forth in Section 2.1.

      "GAAP" means  United  States  generally  accepted  accounting  principles,
consistently applied, from time to time in effect.

      "Global  Security"  means a  Security  that  evidences  all or part of the
Securities,  the  ownership  and  transfers  of which shall be made through book
entries by a Depositary.

      "Government  Obligation"  means  (a) any  security  that  is (i) a  direct
obligation of the United States of America of which the full faith and credit of
the  United  States of America  is  pledged  or (ii) an  obligation  of a Person
controlled or supervised  by and acting as an agency or  instrumentality  of the
United States of America or the payment of which is  unconditionally  guaranteed
as a full faith and credit obligation by the United States of America, which, in
either  case (i) or (ii),  is not  callable or  redeemable  at the option of the
issuer thereof,  and (b) any depositary  receipt issued by a bank (as defined in
Section  3(a)(2)  of the  Securities  Act)  as  custodian  with  respect  to any
Government  Obligation  that is  specified  in clause (a) above and held by such
bank for the account of the holder of such depositary  receipt,  or with respect
to any specific payment of principal of or interest on any Government Obligation
that is so specified and held,  provided,  that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such  depositary  receipt from any amount received by the custodian in
respect of the  Government  Obligation  or the specific  payment of principal or
interest evidenced by such depositary receipt.


                                       4
<PAGE>

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

      "Indenture" means this instrument as originally executed or as it may from
time to time be amended or  supplemented by one or more amendments or indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

      "Interest  Payment  Date"  means  March 30,  June 30,  September  30,  and
December 30 of each year,  commencing on June 30, 2005,  during the term of this
Indenture.

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

      "Investment  Company Event" means the receipt by the Company of an Opinion
of Counsel  experienced  in such matters to the effect that,  as a result of the
occurrence of a change in law or regulation (including any announced prospective
change)  or a  written  change  in  interpretation  or  application  of  law  or
regulation by any legislative  body,  court,  governmental  agency or regulatory
authority, there is more than an insubstantial risk that the Trust is or, within
ninety (90) days of the date of such opinion will be,  considered an "investment
company" that is required to be  registered  under the  Investment  Company Act,
which change or prospective  change becomes effective or would become effective,
as the case may be, on or after the date of the issuance of the Securities.

      "LIBOR" has the meaning specified in Schedule A.

      "LIBOR Business Day" has the meaning specified in Schedule A.

      "LIBOR Determination Date" has the meaning specified in Schedule A.

      "Liquidation Amount" has the meaning specified in the Trust Agreement.

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

      "Notice  of  Default"  means a  written  notice of the kind  specified  in
Section 5.1(c).

      "Officers'  Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the Chief Executive Officer,  the President
or a Vice  President,  and by the Chief  Financial  Officer,  the Treasurer,  an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company and
delivered to the Trustee.

      "Operative  Documents"  means  the Trust  Agreement,  the  Indenture,  the
Purchase Agreement and the Securities.

      "Opinion  of  Counsel"  means a written  opinion  of  counsel,  who may be
counsel for or an employee of the Company or any Affiliate of the Company.


                                       5
<PAGE>

      "Optional Redemption Price" has the meaning set forth in Section 11.1.

      "Original  Issue  Date"  means  the  date  of  original  issuance  of each
Security.

      "Outstanding"  means, when used in reference to any Securities,  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; and

            (iii)  Securities that have been paid or in  substitution  for or in
      lieu of which  other  Securities  have been  authenticated  and  delivered
      pursuant to the provisions of this Indenture, unless proof satisfactory to
      the Trustee is presented  that any such  Securities are held by Holders in
      whose hands such  Securities are valid,  binding and legal  obligations of
      the Company;

provided,  that in  determining  whether the Holders of the requisite  principal
amount of 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 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  that a Responsible  Officer of the Trustee  actually  knows to be so
owned shall be so  disregarded.  Securities  so owned that 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  such  other   obligor.
Notwithstanding anything herein to the contrary,  Securities initially issued to
the  Trust  that  are  owned by the  Trust  shall be  deemed  to be  Outstanding
notwithstanding  the ownership by the Company or an Affiliate of any  beneficial
interest in the Trust.

      "Paying  Agent" means the Trustee or any Person  authorized by the Company
to pay the  principal  of or any  premium or  interest  on, or other  amounts in
respect of, any Securities on behalf of the Company.

      "Person"  means a legal  person,  including any  individual,  corporation,
estate, partnership,  joint venture,  association,  joint stock company, limited
liability company, trust, unincorporated  association,  government or any agency
or political subdivision thereof, or any other entity of whatever nature.


                                       6
<PAGE>

      "Place of Payment" means,  with respect to the  Securities,  the Corporate
Trust Office of the Trustee.

      "Preferred  Securities" has the meaning  specified in the first recital of
this Indenture.

      "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.  For  the  purposes  of  this  definition,   any  security
authenticated and delivered under Section 3.6 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.

      "Proceeding" has the meaning specified in Section 12.2.

      "Property  Trustee" means the Person identified as the "Property  Trustee"
in the Trust Agreement,  solely in its capacity as Property Trustee of the Trust
under the Trust Agreement and not in its individual  capacity,  or its successor
in interest in such capacity,  or any successor  Property  Trustee  appointed as
therein provided.

      "Purchase  Agreement"  means the  agreement,  dated as of the date hereof,
between the Company and the Trust and Purchaser named therein.

      "Redemption  Date"  means,  when used with  respect to any  Security to be
redeemed, the date fixed for such redemption by or pursuant to this Indenture.

      "Redemption  Price"  means,  when used with  respect to any Security to be
redeemed,  in whole or in part,  the Special  Redemption  Price or the  Optional
Redemption Price, as applicable, at which such Security or portion thereof is to
be redeemed as fixed by or pursuant to this Indenture.

      "Reference Banks" has the meaning specified in Schedule A.

      "Regular  Record  Date" for the interest  payable on any Interest  Payment
Date with  respect to the  Securities  means the date that is fifteen  (15) days
preceding such Interest Payment Date (whether or not a Business Day).

      "Responsible  Officer" means,  when used with respect to the Trustee,  the
officer in the  Institutional  Trust  Services  department of the Trustee having
direct responsibility for the administration of this Indenture.

      "Rights  Plan" means a plan of the Company  providing  for the issuance by
the Company to all holders of its Common Stock of rights  entitling  the holders
thereof to  subscribe  for or purchase  shares of any class or series of capital
stock of the Company  which  rights (i) are deemed to be  transferred  with such
shares of such  Common  Stock  and (ii) are also  issued  in  respect  of future
issuances of such Common Stock, in each case until the occurrence of a specified
event or events.

      "Securities" or "Security  means any debt securities or debt security,  as
the case may be, authenticated and delivered under this Indenture.


                                       7
<PAGE>

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

      "Securities  Register"  and  "Securities  Registrar"  have the  respective
meanings specified in Section 3.5.

      "Senior  Debt" means the  principal  of and any  premium  and  interest on
(including  interest  accruing  on or  after  the  filing  of  any  petition  in
bankruptcy or for  reorganization  relating to the Company,  whether or not such
claim for post-petition  interest is allowed in such proceeding) all Debt of the
Company,  whether  incurred  on or  prior  to the  date  of  this  Indenture  or
thereafter  incurred,  unless  it is  provided  in the  instrument  creating  or
evidencing  the same or  pursuant  to which the same is  outstanding,  that such
obligations are not superior in right of payment to the Securities  issued under
this  Indenture;  provided,  that Senior Debt shall not be deemed to include any
other  debt  securities  (and  guarantees,  if any),  in  respect  of such  debt
securities  issued to any trust  other  than the Trust (or a trustee of any such
trust),  partnership  or other  entity  affiliated  with the  Company  that is a
financing  vehicle of the Company (a "financing  entity") in connection with the
issuance by such financing entity of equity  securities or other securities that
are treated as equity capital for regulatory capital purposes  guaranteed by the
Company  pursuant to an instrument that ranks pari passu with or junior in right
of payment to this Indenture.

      "Special  Event" means the occurrence of an Investment  Company Event or a
Tax Event.

      "Special  Record Date" for the payment of any Defaulted  Interest  means a
date fixed by the Trustee pursuant to Section 3.1.

      "Special Redemption Price" has the meaning set forth in Section 11.2.

      "Stated Maturity" means March 30, 2035.

      "Subsidiary"  means  a  Person  more  than  fifty  percent  (50%)  of  the
outstanding  voting stock or other voting interests of which is owned,  directly
or indirectly,  by the Company or by one or more other  Subsidiaries,  or by the
Company and one or more other  Subsidiaries.  For  purposes of this  definition,
"voting stock" means stock that  ordinarily has voting power for the election of
directors,  whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

      "Tax  Event"  means the  receipt  by the  Company of an Opinion of Counsel
experienced in such matters to the effect that, as a result of (a) any amendment
to or change  (including  any announced  prospective  change) in the laws or any
regulations  thereunder  of the United States or any  political  subdivision  or
taxing authority thereof or therein or (b) any judicial decision or any official
administrative  pronouncement  (including any private  letter ruling,  technical
advice  memorandum or field service advice) or regulatory  procedure,  including
any  notice  or  announcement  of  intent  to adopt  any such  pronouncement  or
procedure  (an  "Administrative  Action"),  regardless  of whether such judicial
decision  or  Administrative  Action  is  issued  to or  in  connection  with  a
proceeding  involving  the  Company or the Trust and  whether or not  subject to
review or appeal, which amendment,  change,  judicial decision or Administrative
Action is enacted,  promulgated or announced, in each case, on or after the date
of issuance of the Securities, there is more than an insubstantial risk that (i)
the Trust is, or will be within  ninety  (90) days of the date of such  opinion,
subject to United States federal  income tax with respect to


                                       8
<PAGE>

income  received  or accrued on the  Securities,  (ii)  interest  payable by the
Company on the Securities is not, or within ninety (90) days of the date of such
opinion, will not be, deductible by the Company, in whole or in part, for United
States  federal  income tax  purposes,  or (iii) the Trust is, or will be within
ninety (90) days of the date of such opinion,  subject to more than a de minimis
amount of other taxes, duties or other governmental charges.

      "Trust" has the meaning specified in the first recital of this Indenture.

      "Trust Agreement" means the Amended and Restated Trust Agreement  executed
and delivered by the Company, the Property Trustee, the Delaware Trustee and the
Administrative Trustees named therein,  contemporaneously with the execution and
delivery  of this  Indenture,  for  the  benefit  of the  holders  of the  Trust
Securities, as amended or supplemented from time to time.

      "Trustee"  means the Person named as the "Trustee" in the first  paragraph
of this  instrument,  solely in its  capacity as such and not in its  individual
capacity,  until a successor  Trustee  shall have  become  such  pursuant to the
applicable provisions of this Indenture,  and, thereafter,  "Trustee" shall mean
or include each Person who is then a Trustee hereunder.

      "Trust  Indenture  Act" means the Trust  Indenture Act of 1939, as amended
and as in effect on the date as of this Indenture.

      "Trust  Securities" has the meaning specified in the first recital of this
Indenture.

      SECTION 1.2. Compliance Certificate and Opinions.

      (a) Upon any  application or request by the Company to the Trustee to take
any  action  under any  provision  of this  Indenture,  the  Company  shall,  if
requested  by the  Trustee,  furnish  to the  Trustee an  Officers'  Certificate
stating that all conditions precedent (including covenants compliance with which
constitutes  a condition  precedent),  if any,  provided  for in this  Indenture
relating  to the  proposed  action  have been  complied  with and an  Opinion of
Counsel  stating  that  in the  opinion  of such  counsel  all  such  conditions
precedent  (including  covenants  compliance with which  constitutes a condition
precedent), if any, have been complied with.

      (b) Every  certificate  with  respect to  compliance  with a condition  or
covenant  provided for in this Indenture  (other than the  certificate  provided
pursuant to Section 10.3) shall include:

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

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

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


                                       9
<PAGE>

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

      SECTION 1.3. Forms of Documents Delivered to Trustee.

      (a) 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.

      (b) 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 after  reasonable
inquiry should know,  that the  certificate or opinion or  representations  with
respect to matters  upon  which his or her  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 after  reasonable  inquiry should know,
that the certificate or opinion or representations  with respect to such matters
are erroneous.

      (c) 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.

      (d)  Whenever,  subsequent  to the  receipt  by the  Trustee  of any Board
Resolution,  Officers'  Certificate,  Opinion of Counsel  or other  document  or
instrument,  a clerical,  typographical  or other  inadvertent or  unintentional
error or omission shall be discovered  therein, a new document or instrument may
be  substituted  therefor in corrected form with the same force and effect as if
originally received in the corrected form and, irrespective of the date or dates
of the actual execution  and/or delivery  thereof,  such substitute  document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates  required  with respect to the document or  instrument  for which it is
substituted.  Without  limiting the generality of the foregoing,  any Securities
issued  under the  authority  of such  defective  document or  instrument  shall
nevertheless be the valid obligations of the Company entitled to the benefits of
this Indenture equally and ratably with all other Outstanding Securities.

      SECTION 1.4. Acts of Holders.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other  action  provided by this  Indenture to be given to 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 an agent  thereof  duly
appointed in writing;  and, except as herein otherwise expressly provided,  such
action shall become effective when such instrument or instruments (including any
appointment  of an agent) is or 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


                                       10
<PAGE>

signing  such  instrument  or  instruments.  Proof  of  execution  of  any  such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose  of this  Indenture  and  conclusive  in  favor of the  Trustee  and the
Company, if made in the manner provided in this Section 1.4.

      (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 the certificate of any 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 or her the execution  thereof.
Where such  execution is by a Person acting in other than his or her  individual
capacity,  such certificate or affidavit shall also constitute  sufficient proof
of his or her authority. The fact and date of the execution by any Person of any
such instrument or writing,  or the authority of the Person  executing the same,
may also be proved in any other manner that the Trustee deems  sufficient and in
accordance with such reasonable rules as the Trustee may determine.

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

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by 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 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) Without  limiting the foregoing,  a Holder entitled 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.

      (f) Except as set forth in paragraph  (g) of this Section 1.4, 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.
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 (as  defined  in  Section
1.4(h)) 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).  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 1.6.

      (g) 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 or
rescission or annulment thereof referred to in Section 5.2, (iii) any request to
institute  proceedings  referred  to in  Section  5.7(b)  or (iv) any


                                       11
<PAGE>

direction  referred to in Section  5.12.  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). 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 in the manner set forth in Section 1.6.

      (h) With respect to any record date set  pursuant to paragraph  (f) or (g)
of this Section  1.4, the party hereto that sets such record date 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 1.6, 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 1.4, the party hereto that set such record date shall be deemed
to have initially  designated the ninetieth (90th) day after such record date as
the  Expiration  Date with respect  thereto,  subject to its right to change the
Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no
Expiration Date shall be later than the one hundred  eightieth (180th) day after
the applicable record date.

      SECTION 1.5. Notices, Etc. to Trustee and Company.

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

      (a) the Trustee by any Holder,  any holder of Preferred  Securities or the
Company  shall be  sufficient  for  every  purpose  hereunder  if  made,  given,
furnished  or filed in writing  to or with and  received  by the  Trustee at its
Corporate Trust Office, or

      (b) the  Company by the  Trustee,  any  Holder or any holder of  Preferred
Securities  shall be sufficient  for every  purpose  hereunder if in writing and
mailed,  first class,  postage prepaid,  to the Company  addressed to it at 4960
Conference  Way N.,  Boca  Raton,  FL 33431 or at any other  address  previously
furnished in writing to the Trustee by the Company.

      SECTION 1.6. 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 to the  address of such  Holder as it  appears in the  Securities
Register,  not later than the latest  date,  and not earlier  than the  earliest
date,  prescribed for the giving of such notice. If, by reason of the suspension
of or  irregularities


                                       12
<PAGE>

in regular  mail  service or for any other  reason,  it shall be  impossible  or
impracticable  to mail  notice  of any  event to  Holders  when  said  notice is
required  to be given  pursuant to any  provision  of this  Indenture,  then any
manner of giving such notice as shall be  satisfactory  to the Trustee  shall be
deemed to be a  sufficient  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.

      SECTION 1.7. 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 of this Indenture.

      SECTION 1.8. Successors and Assigns.

      This Indenture shall be binding upon and shall inure to the benefit of any
successor to the Company and the Trustee,  including  any successor by operation
of law.  Except in connection  with a transaction  involving the Company that is
permitted  under  Article  VIII and  pursuant  to which the  assignee  agrees in
writing to perform the Company's  obligations  hereunder,  the Company shall not
assign its obligations hereunder.

      SECTION 1.9. Separability Clause.

      If 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,  and
there shall be deemed  substituted for the provision at issue a valid, legal and
enforceable provision as similar as possible to the provision at issue.

      SECTION 1.10. 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  and
assigns,  the holders of Senior Debt, the Holders of the Securities  and, to the
extent  expressly  provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.2 and 10.7,
the  holders of  Preferred  Securities,  any  benefit or any legal or  equitable
right, remedy or claim under this Indenture.

      SECTION 1.11. Governing Law.

      This Indenture and the rights and obligations of each of the Holders,  the
Company and the Trustee shall be construed  and enforced in accordance  with and
governed by the laws of the State of New York without  reference to its conflict
of laws provisions (other than Section 5-1401 of the General Obligations Law).


                                       13
<PAGE>

      SECTION 1.12. Submission to Jurisdiction.

      ANY LEGAL  ACTION OR  PROCEEDING  BY OR AGAINST  ANY PARTY  HERETO OR WITH
RESPECT TO OR ARISING OUT OF THIS  INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE
COURTS OF THE STATE OF NEW YORK,  IN AND FOR THE  COUNTY OF NEW YORK,  OR OF THE
UNITED  STATES OF AMERICA  FOR THE  SOUTHERN  DISTRICT OF NEW YORK (IN EACH CASE
SITTING  IN THE  BOROUGH  OF  MANHATTAN).  BY  EXECUTION  AND  DELIVERY  OF THIS
INDENTURE,  EACH PARTY  ACCEPTS,  FOR  ITSELF  AND IN  RESPECT OF ITS  PROPERTY,
GENERALLY AND  UNCONDITIONALLY,  THE  JURISDICTION OF THE AFORESAID  COURTS (AND
COURTS  OF  APPEALS  THEREFROM)  FOR  LEGAL  PROCEEDINGS  ARISING  OUT  OF OR IN
CONNECTION WITH THIS INDENTURE.

      SECTION 1.13. Non-Business Days.

      If any Interest  Payment Date,  Redemption  Date or Stated Maturity of any
Security shall not be a Business Day, then  (notwithstanding any other provision
of this Indenture or the Securities)  payment of interest,  premium,  if any, or
principal or other amounts in respect of such Security shall not be made on such
date,  but shall be made on the next  succeeding  Business  Day (and no interest
shall  accrue in  respect of the  amounts  whose  payment is so delayed  for the
period from and after such  Interest  Payment  Date,  Redemption  Date or Stated
Maturity,  as the case may be, until such next  succeeding  Business Day) except
that,  if such Business Day falls in the next  succeeding  calendar  year,  such
payment shall be made on the  immediately  preceding  Business Day, in each case
with the same  force  and  effect  as if made on the  Interest  Payment  Date or
Redemption Date or at the Stated Maturity.

                                   ARTICLE II

                                 SECURITY FORMS

      SECTION 2.1. Form of Security.

      Any Security  issued  hereunder  shall be in  substantially  the following
form:

                              Bluegreen Corporation

                        Junior Subordinated Note due 2035

No. _____________                                               $ 23,196,000

      Bluegreen Corporation, a corporation organized and existing under the laws
of  Massachusetts  (hereinafter  called the  "Company,"  which term includes any
successor  Person  under  the  Indenture  hereinafter  referred  to),  for value
received, hereby promises to pay to ________________________,  the principal sum
of Twenty Three Million One Hundred  Ninety Six Thousand  Dollars  ($23,196,000)
[if the Security is a Global  Security,  then  insert-- or such other  principal
amount  represented  hereby as may be set forth in the records of the Securities
Registrar hereinafter referred to in accordance with the Indenture] on March 30,
2035.  The Company  further  promises to pay interest on said principal sum from
March 15, 2005, or from the most recent Interest  Payment Date to which interest
has been paid or duly


                                       14
<PAGE>

provided  for,  quarterly  in arrears  on March 30,  June 30,  September  30 and
December 30 of each year,  commencing June 30, 2005, or if any such day is not a
Business Day, on the next succeeding  Business Day (and no interest shall accrue
in respect of the  amounts  whose  payment is so delayed for the period from and
after such  Interest  Payment  Date until such next  succeeding  Business  Day),
except that, if such Business Day falls in the next  succeeding  calendar  year,
such payment shall be made on the  immediately  preceding  Business Day, in each
case, with the same force and effect as if made on the Interest Payment Date, at
a fixed rate equal to 9.16% per annum through the interest payment date in March
30, 2010 and  thereafter at a variable rate equal to LIBOR plus 4.90% per annum,
together  with  Additional  Tax Sums, if any, as provided in Section 10.5 of the
Indenture,  until  the  principal  hereof is paid or duly  provided  for or made
available for payment; provided,  further, that any overdue principal,  premium,
if any, or Additional  Tax Sums and any overdue  installment  of interest  shall
bear  Additional  Interest at a fixed rate equal to 9.16%  through the  interest
payment  date in March 30,  2010  ("Fixed  Rate  Period")  and  thereafter  at a
variable  rate  equal to LIBOR  plus  4.90% per annum  (to the  extent  that the
payment of such interest shall be legally  enforceable),  compounded  quarterly,
from the dates such  amounts are due until they are paid or made  available  for
payment, and such interest shall be payable on demand.

      During the Fixed Rate  Period,  the amount of  interest  payable  shall be
computed on the basis of a 360-day year of twelve  30-day  months and the amount
payable for any partial  period  shall be computed on the basis of the number of
days elapsed in a 360-day year of twelve 30-day months.  Upon  expiration of the
Fixed Rate  Period,  the amount of  interest  payable for any  Interest  Payment
Period will be computed on the basis of a 360-day year and the actual  number of
days  elapsed in the relevant  interest  period.  The  interest so payable,  and
punctually  paid or duly  provided for, on any Interest  Payment Date shall,  as
provided in the 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 installment.  Any such interest not so
punctually  paid or duly provided for shall 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 ten (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 the Indenture.

      During an Event of Default,  the Company  shall not (i) declare or pay any
dividends  or  distributions  on,  or  redeem,  purchase,   acquire  or  make  a
liquidation  payment with respect to, any of the Company's capital stock or (ii)
make any payment of  principal  of or any  interest  or  premium,  if any, on or
repay,  repurchase  or redeem any debt  securities of the Company that rank pari
passu in all respects  with or junior in interest to this  Security  (other than
(a) repurchases, redemptions or other acquisitions of shares of capital stock of
the Company in  connection  with (1) any  employment  contract,  benefit plan or
other similar  arrangement with or for the benefit of any one or more employees,
officers,  directors or consultants,  (2) a dividend reinvestment or stockholder
stock  purchase  plan and (3) the  issuance of capital  stock of the Company (or
securities   convertible   into  or  exercisable  for  such  capital  stock)  as
consideration in an acquisition  transaction entered into prior to such Event of
Default, (b) as a result of (x) an exchange or conversion of any class or series
of the  Company's  capital  stock (or any capital  stock of a


                                       15
<PAGE>

Subsidiary  of the  Company)  for any class or series of the  Company's  capital
stock or of any class or series of the Company's  indebtedness  for any class or
series  of  the  Company's  capital  stock,  or  (y)  a  reclassification  of or
combination  with any  class or series of the  Company's  capital  stock (c) the
purchase  of  fractional  interests  in shares of the  Company's  capital  stock
pursuant to the  conversion or exchange  provisions of such capital stock or the
security  being  converted or exchanged,  (d) any  declaration  of a dividend in
connection with any Rights Plan, the issuance of rights, stock or other property
under any Rights  Plan,  or the  redemption  or  repurchase  of rights  pursuant
thereto or (e) any  dividend  in the form of stock,  warrants,  options or other
rights  where the dividend  stock or the stock  issuable  upon  exercise of such
warrants,  options  or  other  rights  is the same  stock  as that on which  the
dividend is being paid or ranks pari passu with or junior to such stock).

      Payment of principal  of,  premium,  if any, and interest on this Security
shall be made 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.
Payments of principal, premium, if any, and interest due at the Maturity of this
Security shall be made at the Place of Payment upon surrender of such Securities
to the Paying  Agent,  and payments of interest  shall be made,  subject to such
surrender where  applicable,  by wire transfer at such place and to such account
at a banking institution in the United States as may be designated in writing to
the Paying Agent at least ten (10)  Business  Days prior to the date for payment
by the Person entitled thereto unless proper written transfer  instructions have
not been received by the relevant record date, in which case such payments shall
be made by check  mailed to the  address of such  Person as such  address  shall
appear in the Security Register.  Notwithstanding the foregoing,  so long as the
Holder of this Security is the Property Trustee, the payment of the principal of
(and  premium,  if any) and  interest  (including  any  overdue  installment  of
interest and  Additional Tax Sums, if any) on this Security will be made at such
place and to such account as may be designated by the Property Trustee.

      The indebtedness  evidenced by this Security is, to the extent provided in
the Indenture,  subordinate  and junior in right of payment to the prior payment
in full  of all  Senior  Debt,  and  this  Security  is  issued  subject  to the
provisions of the Indenture with respect thereto.  Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions,  (b)
authorizes  and directs the Trustee on his or her behalf to take such actions as
may be necessary or appropriate to effectuate the  subordination so provided and
(c)  appoints  the  Trustee  his or her  attorney-in-fact  for any and all  such
purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice
of the acceptance of the  subordination  provisions  contained herein and in the
Indenture by each holder of Senior Debt,  whether now  outstanding  or hereafter
incurred, and waives reliance by each such holder upon said provisions.

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

                          [FORM OF REVERSE OF SECURITY]

      This  Security  is one of a duly  authorized  issue of  securities  of the
Company (the "Securities") issued under the Junior Subordinated Indenture, dated
as of March 15, 2005 (the  "Indenture"),  between the Company and JPMorgan Chase
Bank, National Association,  as Trustee (in such capacity,  the "Trustee," which
term includes any successor trustee under the


                                       16
<PAGE>

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,  the holders of
Senior  Debt,  the Holders of the  Securities  and the holders of the  Preferred
Securities,  and of the terms  upon  which the  Securities  are,  and are to be,
authenticated and delivered.

      All terms used in this  Security  that are defined in the  Indenture or in
the  Amended  and  Restated  Trust  Agreement,  dated as of March  15,  2005 (as
modified,  amended or  supplemented  from time to time, the "Trust  Agreement"),
relating to Bluegreen  Statutory  Trust I (the  "Trust")  among the Company,  as
Depositor,  the Trustees  named therein and the Holders from time to time of the
Trust Securities  issued pursuant  thereto,  shall have the meanings assigned to
them in the Indenture or the Trust Agreement, as the case may be.

      The Company may, on any Interest  Payment  Date,  at its option,  upon not
less than thirty (30) days' nor more than sixty (60) days' written notice to the
Holders of the Securities  (unless a shorter notice period shall be satisfactory
to the  Trustee)  on or after  March  30,  2010 and  subject  to the  terms  and
conditions of Article XI of the Indenture,  redeem this Security in whole at any
time or in part from time to time at a  Redemption  Price  equal to one  hundred
percent (100%) of the principal amount hereof, together, in the case of any such
redemption,  with accrued interest,  including any Additional Interest,  through
but excluding the date fixed as the Redemption Date.

      In addition,  upon the occurrence and during the continuation of a Special
Event, the Company may, at its option,  upon not less than thirty (30) days' nor
more than sixty  (60)  days'  written  notice to the  Holders of the  Securities
(unless a shorter notice period shall be  satisfactory  to the Trustee),  redeem
this Security,  in whole but not in part, subject to the terms and conditions of
Article XI of the Indenture at a Redemption Price equal to one hundred seven and
one half percent (107.5%) of the principal amount hereof,  together, in the case
of  any  such  redemption,  with  accrued  interest,  including  any  Additional
Interest, through but excluding the date fixed as the Redemption Date.

      In the event of  redemption  of this Security in part only, a new Security
or Securities  for the  unredeemed  portion hereof will be issued in the name of
the Holder hereof upon the cancellation  hereof. If less than all the Securities
are to be redeemed,  the particular  Securities to be redeemed shall be selected
not more than sixty (60) days prior to the  Redemption  Date by the Trustee from
the Outstanding Securities not previously called for redemption,  by such method
as the  Trustee  shall deem fair and  appropriate  and which may provide for the
selection for redemption of a portion of the principal amount of any Security.

      The Indenture permits,  with certain  exceptions as therein provided,  the
Company and the Trustee at any time to enter into a  supplemental  indenture  or
indentures for the purpose of modifying in any manner the rights and obligations
of the  Company and of the  Holders of the  Securities,  with the consent of the
Holders  of not less than a  majority  in  principal  amount of the  Outstanding
Securities.  The  Indenture  also  contains  provisions  permitting  Holders  of
specified  percentages in principal  amount of the Securities,  on behalf of the
Holders of all  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


                                       17
<PAGE>

herefor or in lieu hereof,  whether or not notation of such consent or waiver is
made upon this Security.

      No reference  herein to the Indenture and no provision of this Security or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and unconditional, to pay the principal of and any premium, if any, and
interest, including any Additional Interest (to the extent legally enforceable),
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  restricted  to  transfers  to
"Qualified Purchasers" (as such term is defined in the Investment Company Act of
1940, as amended), and is registrable in the Securities Register, upon surrender
of this  Security  for  registration  of transfer at the office or agency of the
Company  maintained  for such  purpose,  duly endorsed by, or  accompanied  by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Securities  Registrar  and duly  executed by, the Holder hereof or such Holder's
attorney duly  authorized in writing,  and thereupon one or more new Securities,
of like tenor, 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
minimum  denominations of $100,000 and any integral multiple of $1,000 in excess
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  and  of  like  tenor  of a  different  authorized  denomination,  as
requested by the Holder surrendering the same.

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

      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.

      The  Company  and, by its  acceptance  of this  Security  or a  beneficial
interest  herein,  the  Holder of, and any  Person  that  acquires a  beneficial
interest in, this  Security  agree that,  for United States  federal,  state and
local tax purposes, it is intended that this Security constitute indebtedness.

      This  Security  shall be  construed  and enforced in  accordance  with and
governed by the laws of the State of New York, without reference to its conflict
of laws provisions (other than Section 5-1401 of the General Obligations Law).

      IN WITNESS  WHEREOF,  the Company has caused  this  instrument  to be duly
executed on this ____ day of __________, 20__.


                                       18
<PAGE>

                                        Bluegreen Corporation


                                        By: ____________________________________
                                            Name: ______________________________
                                            Title: _____________________________

      SECTION 2.2. Restricted Legend.

      (a) Any Security issued hereunder shall bear a legend in substantially the
following form:

      "[IF THIS SECURITY IS A GLOBAL SECURITY INSERT:  THIS SECURITY IS A GLOBAL
      SECURITY WITHIN THE MEANING OF THE INDENTURE  HEREINAFTER  REFERRED TO AND
      IS REGISTERED  IN THE NAME OF THE  DEPOSITORY  TRUST COMPANY  ("DTC") OR A
      NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN
      THE NAME OF A PERSON  OTHER THAN DTC OR ITS  NOMINEE  ONLY IN THE  LIMITED
      CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
      (OTHER THAN A TRANSFER OF THIS  SECURITY AS A WHOLE BY DTC TO A NOMINEE OF
      DTC OR BY A  NOMINEE  OF DTC TO DTC OR  ANOTHER  NOMINEE  OF  DTC)  MAY BE
      REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

      UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC
      TO THE  ISSUER OR ITS AGENT FOR  REGISTRATION  OF  TRANSFER,  EXCHANGE  OR
      PAYMENT,  AND ANY SECURITY  ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
      OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC
      (AND ANY PAYMENT  HEREON 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.]

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A
      TRANSACTION  EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE  "SECURITIES  ACT"),  AND SUCH  SECURITIES,  AND ANY INTEREST
      THEREIN, MAY NOT BE OFFERED,  SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
      OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER
      OF ANY SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE SECURITIES MAY
      BE  RELYING  ON THE  EXEMPTION  FROM THE  PROVISIONS  OF  SECTION 5 OF THE
      SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.

      THE HOLDER OF THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  AGREES FOR
      THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITIES


                                       19
<PAGE>

      MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY OR
      (II) TO A PERSON  WHOM THE  SELLER  REASONABLY  BELIEVES  IS A  "QUALIFIED
      PURCHASER" (AS DEFINED IN SECTION  2(a)(51) OF THE INVESTMENT  COMPANY ACT
      OF 1940, AS AMENDED),  AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY
      SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

      THE SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
      AN AGGREGATE  PRINCIPAL  AMOUNT OF NOT LESS THAN $100,000.  TO THE FULLEST
      EXTENT  PERMITTED BY LAW, ANY  ATTEMPTED  TRANSFER OF  SECURITIES,  OR ANY
      INTEREST THEREIN,  IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS
      THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO
      BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED
      BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
      OF SUCH  SECURITIES  FOR ANY PURPOSE,  INCLUDING,  BUT NOT LIMITED TO, THE
      RECEIPT OF  PRINCIPAL OF OR INTEREST ON SUCH  SECURITIES,  OR ANY INTEREST
      THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
      WHATSOEVER IN SUCH SECURITIES.

      THE HOLDER OF THIS SECURITY,  OR ANY INTEREST  THEREIN,  BY ITS ACCEPTANCE
      HEREOF OR THEREOF ALSO AGREES,  REPRESENTS  AND WARRANTS THAT IT IS NOT AN
      EMPLOYEE  BENEFIT,   INDIVIDUAL   RETIREMENT  ACCOUNT  OR  OTHER  PLAN  OR
      ARRANGEMENT  SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
      CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"),  OR AN ENTITY WHOSE
      UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
      IN THE  ENTITY,  AND NO PERSON  INVESTING  "PLAN  ASSETS"  OF ANY PLAN MAY
      ACQUIRE OR HOLD THIS  SECURITY OR ANY INTEREST  THEREIN.  ANY PURCHASER OR
      HOLDER OF THE  SECURITIES  OR ANY INTEREST  THEREIN WILL BE DEEMED TO HAVE
      REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE
      BENEFIT  PLAN  WITHIN THE MEANING OF SECTION  3(3) OF ERISA,  OR A PLAN TO
      WHICH  SECTION 4975 OF THE CODE IS  APPLICABLE,  A TRUSTEE OR OTHER PERSON
      ACTING ON BEHALF OF AN EMPLOYEE  BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON
      OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE
      SUCH PURCHASE."

      (b) The above legends shall not be removed from any Security  unless there
is delivered to the Company satisfactory evidence,  which may include an Opinion
of Counsel,  as may be reasonably  required to ensure that any future  transfers
thereof may be made without  restriction under or violation of the provisions of
the Securities Act and other applicable law. Upon provision of such satisfactory
evidence,  the Company shall execute and deliver to the Trustee, and the Trustee
shall deliver, upon receipt of a Company Order directing it to do so, a Security
that does not bear the legend.


                                       20
<PAGE>

      SECTION 2.3. Form of Trustee's Certificate of Authentication.

      The Trustee's  certificate of authentication shall be in substantially the
following form:

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

Dated: __________________________

                                        JPMORGAN CHASE BANK, NATIONAL
                                        ASSOCIATION, not in its individual
                                        capacity, but solely as Trustee


                                        By: __________________________________
                                                   Authorized signatory

      SECTION 2.4. Temporary Securities.

      (a) Pending the  preparation  of  definitive  Securities,  the Company may
execute,  and upon Company  Order the Trustee  shall  authenticate  and deliver,
temporary Securities that are printed, lithographed,  typewritten,  mimeographed
or otherwise  produced,  in any 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.

      (b) 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 the office
or agency of the  Company  designated  for that  purpose  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  one  or  more  definitive   Securities  of  any  authorized
denominations having the same Original Issue Date and Stated Maturity and having
the same terms as such temporary Securities.  Until so exchanged,  the temporary
Securities  shall in all  respects be entitled to the same  benefits  under this
Indenture as definitive Securities.

      SECTION 2.5. Definitive Securities.

      The  Securities  issued on the Original  Issue Date shall be in definitive
form. The definitive  Securities shall be printed,  lithographed or engraved, or
produced by any  combination  of these  methods,  if required by any  securities
exchange on which the  Securities may be listed,  on a steel engraved  border or
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.


                                       21
<PAGE>

                                  ARTICLE III

                                 THE SECURITIES

      SECTION 3.1. Payment of Principal and Interest.

      (a) The unpaid principal amount of the Securities shall bear interest at a
fixed rate equal to 9.16% per annum  through the interest  payment date in March
30, 2010 and  thereafter  at a variable rate of LIBOR plus 4.90% per annum until
paid or duly provided for such  interest to accrue from the Original  Issue Date
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, and any overdue principal, premium, if any, or Additional Tax
Sums and any overdue  installment of interest shall bear Additional  Interest at
the rate  equal to a fixed rate equal to 9.16% per annum  through  the  interest
payment date in March 30, 2010 and  thereafter  at a variable rate of LIBOR plus
4.90% per annum  compounded  quarterly from the dates such amounts are due until
they are paid or funds for the payment thereof are made available for payment.

      (b) Interest and Additional Interest on any Security that 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,  except that interest and any Additional  Interest payable on
the Stated Maturity (or any date of principal  repayment upon early maturity) of
the principal of a Security or on a Redemption  Date shall be paid to the Person
to whom principal is paid. The initial  payment of interest on any Security that
is issued  between a Regular Record Date and the related  Interest  Payment Date
shall be payable as provided in such Security.

      (c) Any  interest  on any  Security  that is due and  payable,  but is not
timely paid or duly  provided for, on any Interest  Payment Date for  Securities
(herein called "Defaulted  Interest") shall forthwith cease to be payable to the
registered  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 paragraph (i) or (ii) below:

            (i) 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 (a "Special
      Record  Date"),  which shall be fixed in the  following  manner.  At least
      thirty (30) days prior to the date of the  proposed  payment,  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.  Thereupon  the Trustee shall fix a
      Special  Record Date for the  payment of such  Defaulted  Interest,  which
      shall be not more than  fifteen  (15) days and not less than ten (10) days
      prior to the date of the proposed  payment and not less than ten (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


                                       22
<PAGE>

      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 of a Security at
      the address of such Holder as it appears in the  Securities  Register  not
      less than ten (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 on such Special Record Date; or

            (ii) 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  (or by the  Trustee  if the
      Securities  are not listed),  if, after notice given by the Company to the
      Trustee of the  proposed  payment  pursuant to this  clause,  such payment
      shall be deemed practicable by the Trustee.

      (d) Payments of interest on the Securities  shall include interest accrued
to but excluding the respective  Interest  Payment Dates.  During the Fixed Rate
Period,  interest  payments for the Securities shall be computed and paid on the
basis of a 360-day year of twelve 30-day  months and the amount  payable for any
partial period shall be computed on the basis of the number of days elapsed in a
360-day year of twelve 30-day months.  Upon expiration of the Fixed Rate Period,
the amount of interest  payable for any Interest Payment Period will be computed
on the basis of a 360-day  year and the  actual  number of days  elapsed  in the
relevant interest period.

      (e)  Payment  of  principal  of,  premium,  if any,  and  interest  on the
Securities  shall be made 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.  Payments of principal,  premium, if any, and interest due at the
Maturity of such Securities shall be made at the Place of Payment upon surrender
of such  Securities  to the Paying Agent and payments of interest  shall be made
subject to such surrender where  applicable,  by wire transfer at such place and
to  such  account  at a  banking  institution  in the  United  States  as may be
designated  in writing to the Paying Agent at least ten (10) Business Days prior
to the date for payment by the Person  entitled  thereto  unless proper  written
transfer  instructions  have not been  received by the relevant  record date, in
which case such  payments  shall be made by check  mailed to the address of such
Person as such address  shall appear in the Security  Register.  Notwithstanding
the foregoing,  so long as the holder of this Security is the Property  Trustee,
the payment of the  principal of (and premium,  if any) and interest  (including
any overdue  installment  of interest and  Additional  Tax Sums, if any) on this
Security  will be made at such place and to such account as may be designated by
the Property Trustee.

      (f) Subject to the foregoing provisions of this Section 3.1, each Security
delivered under this Indenture upon 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, that were carried by such other Security.


                                       23
<PAGE>

      SECTION 3.2. Denominations.

      The Securities  shall be in registered  form without  coupons and shall be
issuable in minimum  denominations  of  $100,000  and any  integral  multiple of
$1,000 in excess thereof.

      SECTION 3.3. Execution, Authentication, Delivery and Dating.

      (a) At any time and from time to time after the  execution and delivery of
this  Indenture,  the Company may deliver  Securities in an aggregate  principal
amount (including all then Outstanding Securities) not in excess of Twenty Three
Million One Hundred Ninety Six Thousand  Dollars  ($23,196,000)  executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication  and delivery of such  Securities,  and the Trustee in accordance
with the  Company  Order shall  authenticate  and deliver  such  Securities.  In
authenticating  such Securities,  and accepting the additional  responsibilities
under this  Indenture  in relation  to such  Securities,  the  Trustee  shall be
entitled to receive, and shall be fully protected in relying upon:

            (i) a copy of any Board Resolution relating thereto; and

            (ii) an Opinion of Counsel stating that: (1) such  Securities,  when
      authenticated  and  delivered  by the Trustee and issued by the Company in
      the manner and  subject to any  conditions  specified  in such  Opinion of
      Counsel, will constitute, and the Indenture constitutes, valid and legally
      binding  obligations of the Company,  each  enforceable in accordance with
      its  terms,  subject  to  bankruptcy,   insolvency,  fraudulent  transfer,
      reorganization,  moratorium  and  similar  laws of  general  applicability
      relating  to  or  affecting   creditors'  rights  and  to  general  equity
      principles;  (2) the Securities  have been duly authorized and executed by
      the Company and have been delivered to the Trustee for  authentication  in
      accordance with this Indenture;  (3) the Securities are not required to be
      registered under the Securities Act; and (4) the Indenture is not required
      to be qualified under the Trust Indenture Act.

      (b) The  Securities  shall be  executed  on behalf of the  Company  by its
Chairman  of the Board,  its Vice  Chairman  of the Board,  its Chief  Executive
Officer,  its President or one of its Vice  Presidents.  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.

      (c) 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 the  manual  signature  of one of its  authorized
signatories,  and  such  certificate  upon  any  Security  shall  be  conclusive
evidence, and the only evidence,  that such Security has been duly authenticated
and delivered  hereunder.  Notwithstanding the foregoing,  if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company,  and the  Company  shall  deliver  such  Security  to the  Trustee  for
cancellation as provided in Section 3.8, for all purposes of this


                                       24
<PAGE>

Indenture  such Security  shall be deemed never to have been  authenticated  and
delivered  hereunder  and  shall  never  be  entitled  to the  benefits  of this
Indenture.

      (d) Each Security shall be dated the date of its authentication.

      [If DTC Entry insert the following Section:]

      SECTION 3.4. Global Securities.

      (a) Upon the election of the Holder after the Original  Issue Date,  which
election need not be in writing,  the  Securities  owned by such Holder shall be
issued in the form of one or more Global  Securities  registered  in the name of
the Depositary or its nominee.  Each Global Security issued 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.

      (b)  Notwithstanding  any other  provision  in this  Indenture,  no Global
Security may be exchanged in whole or in part for registered Securities,  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  advises  the  Trustee  and the  Company in
writing that such Depositary is no longer willing or able to properly  discharge
its responsibilities as Depositary with respect to such Global Security,  and no
qualified  successor  is  appointed  by the Company  within  ninety (90) days of
receipt  by the  Company of such  notice,  (ii) such  Depositary  ceases to be a
clearing agency  registered under the Exchange Act and no successor is appointed
by the Company within ninety (90) days after obtaining  knowledge of such event,
(iii) the Company  executes and delivers to the Trustee a Company  Order stating
that  the  Company  elects  to  terminate  the  book-entry  system  through  the
Depositary or (iv) an Event of Default  shall have  occurred and be  continuing.
Upon the occurrence of any event  specified in clause (i),  (ii),  (iii) or (iv)
above,  the Trustee shall notify the  Depositary  and instruct the Depositary to
notify  all  owners of  beneficial  interests  in such  Global  Security  of the
occurrence of such event and of the availability of Securities to such owners of
beneficial interests requesting the same. The Trustee may conclusively rely, and
be  protected  in  relying,  upon the  written  identification  of the owners of
beneficial  interests  furnished by the Depositary,  and shall not be liable for
any delay  resulting from a delay by the  Depositary.  Upon the issuance of such
Securities and the registration in the Securities Register of such Securities in
the names of the Holders of the beneficial interests therein, the Trustees shall
recognize such holders of beneficial interests as Holders.

      (c) If any Global  Security is to be  exchanged  for other  Securities  or
canceled in part, or if another  Security is to be exchanged in whole or in part
for a beneficial  interest in any Global  Security,  then either (i) such Global
Security shall be so  surrendered  for exchange or  cancellation  as provided in
this  Article  III or (ii) the  principal  amount  thereof  shall be  reduced or
increased  by an amount  equal to (x) the portion  thereof to be so exchanged or
canceled,  or (y) the principal amount of such other Security to be so exchanged
for a  beneficial  interest  therein,  as  the  case  may  be,  by  means  of an
appropriate  adjustment  made  on  the  records  of  the  Securities  Registrar,
whereupon the Trustee, in accordance with the Applicable Depositary  Procedures,
shall  instruct  the  Depositary  or its  authorized  representative  to  make a
corresponding  adjustment


                                       25
<PAGE>

to its records.  Upon any such  surrender or adjustment of a Global  Security by
the  Depositary,  accompanied by  registration  instructions,  the Company shall
execute and the Trustee shall  authenticate and deliver any Securities  issuable
in exchange for such Global Security (or any portion thereof) in accordance with
the  instructions  of the  Depositary.  The Trustee  shall not be liable for any
delay in delivery of such  instructions and may conclusively  rely on, and shall
be fully protected in relying on, such instructions.

      (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  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.

      (e) Securities  distributed to holders of Book-Entry  Preferred Securities
(as defined in the applicable Trust Agreement) upon the dissolution of the Trust
shall be distributed in the form of one or more Global Securities  registered in
the name of a  Depositary  or its nominee,  and  deposited  with the  Securities
Registrar, as custodian for such Depositary, or with such Depositary, for credit
by the  Depositary to the respective  accounts of the  beneficial  owners of the
Securities  represented  thereby (or such other  accounts  as they may  direct).
Securities  distributed to holders of Preferred Securities other than Book-Entry
Preferred  Securities  upon the  dissolution of the Trust shall not be issued in
the  form  of a  Global  Security  or any  other  form  intended  to  facilitate
book-entry trading in beneficial interests in such Securities.

      (f) The  Depositary or its nominee,  as the  registered  owner of a Global
Security,  shall be the Holder of such Global  Security for all  purposes  under
this  Indenture  and the  Securities,  and owners of  beneficial  interests in a
Global Security shall hold such interests pursuant to the Applicable  Depositary
Procedures.  Accordingly,  any  such  owner's  beneficial  interest  in a Global
Security  shall be shown only on, and the  transfer  of such  interest  shall be
effected only through,  records  maintained by the  Depositary or its nominee or
its Depositary  Participants.  The Securities Registrar and the Trustee shall be
entitled to deal with the Depositary for all purposes of this Indenture relating
to a Global  Security  (including the payment of principal and interest  thereon
and the giving of instructions  or directions by owners of beneficial  interests
therein and the giving of notices) as the sole Holder of the  Security and shall
have no obligations to the owners of beneficial  interests therein.  Neither the
Trustee nor the Securities  Registrar shall have any liability in respect of any
transfers effected by the Depositary.

      (g) The  rights of owners of  beneficial  interests  in a Global  Security
shall be  exercised  only through the  Depositary  and shall be limited to those
established by law and agreements  between such owners and the Depositary and/or
its Depositary Participants.

      (h) No holder of any  beneficial  interest in any Global  Security held on
its  behalf by a  Depositary  shall have any rights  under this  Indenture  with
respect  to such  Global  Security,  and such  Depositary  may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the owner of
such Global  Security for all  purposes  whatsoever.  None of the  Company,  the
Trustee nor any agent of the Company or the Trustee will have any responsibility
or  liability  for any aspect of the records  relating  to or  payments  made on
account of beneficial  ownership  interests of a Global Security or maintaining,
supervising  or  reviewing  any records  relating to such  beneficial  ownership
interests.  Notwithstanding  the  foregoing,  nothing  herein shall  prevent the
Company,  the  Trustee or any agent of the  Company or the  Trustee  from giving


                                       26
<PAGE>

effect to any written certification, proxy or other authorization furnished by a
Depositary  or impair,  as between a Depositary  and such holders of  beneficial
interests,  the operation of customary  practices  governing the exercise of the
rights of the Depositary (or its nominee) as Holder of any Security.

      SECTION 3.5. Registration, Transfer and Exchange Generally.

      (a) The Trustee  shall cause to be kept at the  Corporate  Trust  Office a
register (the  "Securities  Register") in which the registrar and transfer agent
with respect to the Securities  (the  "Securities  Registrar"),  subject to such
reasonable  regulations as it may prescribe,  shall provide for the registration
of Securities and of transfers and exchanges of Securities. The Trustee shall at
all times also be the Securities  Registrar.  The provisions of Article VI shall
apply to the Trustee in its role as Securities Registrar.

      (b)  Subject  to  compliance  with  Section  2.2(b),  upon  surrender  for
registration  of  transfer  of any  Security  at the  offices or agencies of the
Company  designated for that 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 of like
tenor and aggregate principal amount.

      (c) At the option of the Holder,  Securities  may be  exchanged  for other
Securities  of  any  authorized  denominations,  of  like  tenor  and  aggregate
principal  amount,  upon  surrender  of the  Securities  to be exchanged at such
office or agency.  Whenever any Securities are so surrendered for exchange,  the
Company shall  execute,  and the Trustee  shall  authenticate  and deliver,  the
Securities that the Holder making the exchange is entitled to receive.

      (d) All  Securities  issued upon any  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 transfer or exchange.

      (e) Every Security presented or surrendered for transfer or 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  Securities  Registrar,  duly executed by the Holder  thereof or
such Holder's attorney duly authorized in writing.

      (f) No  service  charge  shall be made to a  Holder  for any  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 transfer or exchange of Securities.

      (g) Neither the Company nor the Trustee shall be required  pursuant to the
provisions  of this Section 3.5 (g):  (i) to issue,  register the transfer of or
exchange  any  Security  during a period  beginning  at the  opening of business
fifteen  (15) days before the day of  selection  for  redemption  of  Securities
pursuant to Article XI and ending at the close of business on the day of mailing
of the notice of  redemption or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part,  except, in the case of
any  such  Security  to be  redeemed  in part,  any  portion  thereof  not to be
redeemed.


                                       27
<PAGE>

      (h) The Company shall designate an office or offices or agency or agencies
where  Securities may be surrendered  for  registration or transfer or exchange.
The Company  initially  designates the Corporate  Trust Office as its office and
agency for such  purposes.  The Company shall give prompt  written notice to the
Trustee and to the  Holders of any change in the  location of any such office or
agency.

      (i) The Securities  may only be transferred to a "Qualified  Purchaser" as
such term is defined in Section 2(a)(51) of the Investment  Company Act. Neither
the Trustee nor the Securities  Registrar shall be responsible for  ascertaining
whether any transfer hereunder  complies with the registration  provisions of or
any exemptions from the Securities Act,  applicable state securities laws or the
applicable  laws of any other  jurisdiction,  ERISA,  the United States Internal
Revenue Code of 1986, as amended, or the Investment Company Act; provided,  that
if a certificate is  specifically  required by the express terms of this Section
3.5 to be  delivered to the Trustee or the  Securities  Registrar by a Holder or
transferee  of a Security,  the Trustee and the  Securities  Registrar  shall be
under a duty to receive  and examine  the same to  determine  whether or not the
certificate  substantially  conforms  on its  face to the  requirements  of this
Indenture  and  shall  promptly  notify  the party  delivering  the same if such
certificate does not comply with such terms.

      SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

      (a) If any mutilated  Security is surrendered to the Trustee together with
such security or indemnity as may be required by the Trustee to save the Company
and the Trustee  harmless,  the  Company  shall  execute  and the Trustee  shall
authenticate  and deliver in exchange  therefor a new Security of like tenor and
aggregate   principal   amount  and  bearing  a  number  not   contemporaneously
outstanding.

      (b) If  there  shall be  delivered  to the  Trustee  (i)  evidence  to its
satisfaction  of the  destruction,  loss or theft of any  Security and (ii) such
security or  indemnity  as may be required by it to save each of the Company and
the  Trustee  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  written   request  the  Trustee  shall
authenticate  and  deliver,  in  lieu of any  such  destroyed,  lost  or  stolen
Security,  a new Security of like tenor and aggregate  principal  amount as such
destroyed,  lost or stolen Security,  and bearing a number not contemporaneously
outstanding.

      (c) If 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.

      (d) Upon the  issuance of any new  Security  under this  Section  3.6, 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.

      (e) Every new Security  issued pursuant to this Section 3.6 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


                                       28
<PAGE>

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.

      (f) The  provisions of this Section 3.6 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 3.7. Persons Deemed Owners.

      The Company, the Trustee and any agent of the Company or the Trustee shall
treat the Person in whose name any Security is  registered  as the owner of such
Security for the purpose of  receiving  payment of principal of and any interest
on such Security and for all other purposes whatsoever, and neither the Company,
the Trustee  nor any agent of the  Company or the  Trustee  shall be affected by
notice to the contrary.

      SECTION 3.8. Cancellation.

      All Securities surrendered for payment,  redemption,  transfer or exchange
shall, if surrendered to any Person other than the Trustee,  be delivered to the
Trustee,  and any such  Securities  and Securities  surrendered  directly to the
Trustee for any such purpose  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 that 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  3.8,  except as expressly
permitted  by this  Indenture.  All  canceled  Securities  shall be  retained or
disposed of by the Trustee in accordance  with its  customary  practices and the
Trustee shall deliver to the Company a certificate of such disposition.

      SECTION 3.9. Reserved.

      SECTION 3.10. Right of Set-Off.

      Notwithstanding  anything to the contrary  herein,  the Company shall have
the right to set off any payment it is otherwise  required to make in respect of
any Security to the extent the Company has theretofore  made, or is currently on
the date of such payment  making,  a payment  relating to such  Security or to a
holder of Preferred  Securities  pursuant to an action  undertaken under Section
5.8 of this Indenture.

      SECTION 3.11. Agreed Tax Treatment.

      Each Security issued  hereunder shall provide that the Company and, by its
acceptance or acquisition of a Security or a beneficial  interest  therein,  the
Holder of, and any Person that acquires a direct or indirect beneficial interest
in, such Security,  intend and agree to treat such Security as  indebtedness  of
the Company for United States Federal, state and local tax purposes and to treat
the Preferred Securities (including but not limited to all payments and proceeds
with respect to the Preferred  Securities) as an undivided  beneficial ownership
interest in the  Securities  (and any other Trust  property)  (and  payments and
proceeds therefrom, respectively) for United


                                       29
<PAGE>

States Federal,  state and local tax purposes.  The provisions of this Indenture
shall be interpreted to further this intention and agreement of the parties.

      SECTION 3.12. 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  and other  similar  or related  materials  as a  convenience  to
Holders;  provided,  that any such notice or other  materials  may state that no
representation  is made as to the  correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or other materials
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.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

      SECTION 4.1. Satisfaction and Discharge of Indenture.

      This Indenture shall, upon Company Request,  cease to be of further effect
(except as to any surviving  rights of  registration  of transfer or exchange of
Securities  herein  expressly  provided  for and as  otherwise  provided in this
Section  4.1) 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

      (a) either

            (i) all Securities  theretofore  authenticated  and delivered (other
      than (A) Securities  that have been mutilated,  destroyed,  lost or stolen
      and that have been  replaced  or paid as  provided  in Section 3.6 and (B)
      Securities for whose payment money has theretofore been deposited in trust
      or segregated  and held in trust by the Company and  thereafter  repaid to
      the Company or  discharged  from such trust as  provided in Section  10.2)
      have been delivered to the Trustee for cancellation; or

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

                  (A) have become due and payable, or

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

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

      and the Company,  in the case of subclause (ii)(A),  (B) or (C) above, has
      deposited  or caused to be deposited  with the Trustee  funds in trust for
      such  purpose  (x) an amount in the  currency or  currencies  in which the
      Securities  are payable,  (y)  Government  Obligations  which  through the
      scheduled  payment  of  principal  and  interest  in  respect


                                       30
<PAGE>

      thereof in accordance  with their terms will  provide,  not later than the
      due date of any payment,  money in an amount or (z) a combination thereof,
      in each case sufficient, in the opinion of a nationally recognized firm of
      independent  public  accountants  expressed  in  a  written  certification
      thereof  delivered  to  the  Trustee,  to pay  and  discharge  the  entire
      indebtedness on such  Securities not theretofore  delivered to the Trustee
      for  cancellation,  for principal and any premium and interest  (including
      any  Additional  Interest)  to the  date of such  deposit  (in the case of
      Securities that have become due and payable) or to the Stated Maturity (or
      any date of principal  repayment upon early maturity) or Redemption  Date,
      as the case may be;

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

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

Notwithstanding   the  satisfaction   and  discharge  of  this  Indenture,   the
obligations of the Company to the Trustee under Section 6.6, the  obligations of
the Company to any  Authenticating  Agent under Section 6.11 and, if money shall
have been  deposited  with the  Trustee  pursuant to  subclause  (a)(ii) of this
Section  4.1,  the  obligations  of the  Trustee  under  Section 4.2 and Section
10.2(e) shall survive.

      SECTION 4.2. Application of Trust Money.

      Subject to the provisions of Section 10.2(e), all money deposited with the
Trustee  pursuant  to  Section  4.1  shall be held in trust and  applied  by the
Trustee, in accordance with the provisions of the Securities and this Indenture,
to the payment in accordance  with Section 3.1,  either  directly or through any
Paying  Agent  (including  the  Company  acting as its own Paying  Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest  (including  any  Additional  Interest)  for the payment of
which such money or  obligations  have been  deposited  with or  received by the
Trustee.  Moneys held by the Trustee under this Section 4.2 shall not be subject
to the claims of holders of Senior Debt under Article XII.

                                   ARTICLE V

                                    REMEDIES

      SECTION 5.1. Events of Default.

      "Event of  Default"  means,  wherever  used  herein  with  respect  to the
Securities,  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):


                                       31
<PAGE>

      (a) default in the payment of any interest  upon any  Security,  including
any Additional Interest in respect thereof, when it becomes due and payable, and
continuance of such default for a period of thirty (30) days; or

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

      (c) default in the performance,  or breach, of any covenant or warranty of
the Company in this  Indenture and  continuance  of such default or breach for a
period of  thirty  (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  twenty five  percent  (25%) in  aggregate  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;

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

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

      (f)  the  Trust  shall  have  voluntarily  or  involuntarily   liquidated,
dissolved,  wound-up its business or otherwise terminated its existence,  except
in  connection  with (1) the  distribution  of the  Securities to holders of the
Preferred  Securities in  liquidation of their  interests in the Trust,  (2) the
redemption  of  all of  the  outstanding  Preferred  Securities  or (3)  certain
mergers, consolidations or amalgamations, each as and to the extent permitted by
the Trust Agreement.

      SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

      (a) If an Event of  Default  occurs and is  continuing,  then and in every
such case the Trustee or the Holders of not less than twenty five percent  (25%)
in aggregate  principal  amount of the  Outstanding  Securities  may declare the
principal amount 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),
provided,  that if, upon an Event of Default,  the Trustee or the Holders of not
less than


                                       32
<PAGE>

twenty five percent (25%) in principal amount of the Outstanding Securities fail
to declare the principal of all the Outstanding Securities to be immediately due
and  payable,  the holders of at least  twenty five  percent  (25%) in aggregate
Liquidation  Amount of the Preferred  Securities then outstanding shall have the
right to make such  declaration by a notice in writing to the Property  Trustee,
the Company and the Trustee;  and upon any such declaration the principal amount
of and the accrued  interest  (including  any  Additional  Interest)  on all the
Securities shall become immediately due and payable.

      (b) At any time after such a declaration of  acceleration  with respect to
Securities  has been made and  before a judgment  or decree  for  payment of the
money due has been  obtained  by the  Trustee as  hereinafter  provided  in this
Article V, the  Holders  of a  majority  in  aggregate  principal  amount of the
Outstanding  Securities,  by written  notice to the  Indenture  Trustee,  or the
holders  of  a  majority  in  aggregate  Liquidation  Amount  of  the  Preferred
Securities,  by written  notice to the  Property  Trustee,  the  Company and the
Trustee, may rescind and annul such declaration and its consequences if:

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

                  (A) all overdue installments of interest on all Securities,

                  (B) any accrued Additional Interest on all Securities,

                  (C) the  principal of and any premium on any  Securities  that
            have become due otherwise than by such  declaration of  acceleration
            and interest (including any Additional Interest) thereon at the rate
            borne by the Securities, and

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

            (ii) all Events of Default  with respect to  Securities,  other than
      the  non-payment of the principal of Securities that has become due solely
      by such  acceleration,  have been cured or waived as  provided  in Section
      5.13;

provided,  that if the Holders of such Securities fail to annul such declaration
and waive such  default,  the holders of not less than a majority  in  aggregate
Liquidation Amount of the Preferred  Securities then outstanding shall also have
the right to rescind and annul such  declaration and its consequences by written
notice to the  Property  Trustee,  the Company and the  Trustee,  subject to the
satisfaction  of the  conditions set forth in paragraph (b) of this Section 5.2.
No such  rescission  shall  affect  any  subsequent  default or impair any right
consequent thereon.

      SECTION 5.3.  Collection  of  Indebtedness  and Suits for  Enforcement  by
Trustee.

      (a) The Company covenants that if:

            (i)  default is made in the payment of any  installment  of interest
      (including  any  Additional  Interest) on any Security  when such interest
      becomes due and payable and such default  continues for a period of thirty
      (30) days, or


                                       33
<PAGE>

            (ii)  default  is made in the  payment of the  principal  of and any
      premium on any Security at the Maturity thereof,

the  Company  will,  upon demand of the  Trustee,  pay to the  Trustee,  for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such  Securities  for principal and any premium and interest  (including  any
Additional  Interest)  and, in addition  thereto,  all amounts owing the Trustee
under Section 6.6.

      (b) If the Company fails to pay such amounts  forthwith  upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial  proceeding for the  collection of the sums so due and unpaid,  and may
prosecute such proceeding to judgment or final decree,  and may enforce the same
against the Company or any other  obligor upon such  Securities  and collect the
moneys  adjudged  or decreed to be payable in the manner  provided by law out of
the property of the Company or any other obligor upon the  Securities,  wherever
situated.

      (c) If an Event of  Default  with  respect  to  Securities  occurs  and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities 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 5.4. Trustee May File Proofs of Claim.

      In  case  of  any  receivership,   insolvency,  liquidation,   bankruptcy,
reorganization,   arrangement,   adjustment,  composition  or  similar  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  hereunder  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 first 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 owing the
Trustee, any predecessor Trustee and other Persons under Section 6.6.

      SECTION 5.5. Trustee May Enforce Claim 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,  subject to
Article XII and after  provision  for the  payment of all the amounts  owing the
Trustee, any predecessor Trustee and other Persons under Section 6.6, be for the
ratable  benefit  of the  Holders  of the  Securities  in  respect of which such
judgment has been recovered.


                                       34
<PAGE>

      SECTION 5.6. Application of Money Collected.

      Any money or  property  collected  or to be  applied by the  Trustee  with
respect to the  Securities  pursuant  to this  Article V 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 or property on account of principal or any premium or
interest  (including  any  Additional   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,  any  predecessor
Trustee and other Persons under Section 6.6;

      SECOND:  To the  payment of all Senior  Debt of the  Company if and to the
extent required by Article XII;

      THIRD:  Subject to Article XII, to the payment of the amounts then due and
unpaid upon the Securities for principal and any premium and interest (including
any  Additional  Interest)  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 the Securities for principal and any
premium and interest (including any Additional Interest), respectively; and

      FOURTH: The balance, if any, to the Person or Persons entitled thereto.

      SECTION 5.7. Limitation on Suits.

      Subject to Section 5.8, no Holder of any  Securities  shall have any right
to  institute  any  proceeding,  judicial  or  otherwise,  with  respect to this
Indenture or for the appointment of a custodian,  receiver,  assignee,  trustee,
liquidator,  sequestrator  (or other  similar  official) or for any other remedy
hereunder, unless:

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

      (b) the Holders of not less than a majority in aggregate  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;

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

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

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

it being  understood and intended that no one or more of such Holders shall have
any right in any manner  whatever  by virtue of, or by  availing  itself of, any
provision of this  Indenture to affect,


                                       35
<PAGE>

disturb or prejudice the rights of any other Holders of Securities, or to obtain
or to seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all such Holders.

      SECTION 5.8. Unconditional Right of Holders to Receive Principal, Premium,
if any, and Interest; Direct Action by Holders of Preferred Securities.

      Notwithstanding  any other provision in this Indenture,  the Holder of any
Security shall have the right, which is absolute and  unconditional,  to receive
payment of the principal of and any premium on such Security at its Maturity and
payment of interest  (including any  Additional  Interest) on such Security when
due and payable and to institute  suit for the  enforcement of any such payment,
and such right shall not be impaired  without  the consent of such  Holder.  Any
registered  holder of the Preferred  Securities  shall have the right,  upon the
occurrence of an Event of Default described in Section 5.1(a) or Section 5.1(b),
to institute a suit directly  against the Company for  enforcement of payment to
such  holder  of  principal  of and any  premium  and  interest  (including  any
Additional  Interest) on the Securities  having a principal  amount equal to the
aggregate Liquidation Amount of the Preferred Securities held by such holder.

      SECTION 5.9. Restoration of Rights and Remedies.

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

      SECTION 5.10. Rights and Remedies Cumulative.

      Except as otherwise  provided in Section 3.6(f), no right or remedy herein
conferred  upon or  reserved  to the  Trustee or 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 5.11. Delay or Omission Not Waiver.

      No delay or omission of the Trustee,  any Holder of any  Securities or any
holder of any Preferred  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 therein.  Every right and
remedy  given by this  Article V or by law to the  Trustee or to the Holders and
the right and remedy given to the holders of Preferred Securities by Section 5.8
may be exercised from time to time, and as often as may be deemed expedient,  by
the Trustee, the Holders or the holders of Preferred Securities, as the case may
be.


                                       36
<PAGE>

      SECTION 5.12. Control by Holders.

      The Holders of not less than a majority in aggregate  principal  amount of
the Outstanding Securities (or, as the case may be, the holders of a majority in
aggregate  Liquidation  Amount of Preferred  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:

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

      (b) the Trustee  may take any other  action  deemed  proper by the Trustee
that is not inconsistent with such direction, and

      (c) subject to the  provisions  of Section 6.2, the Trustee shall have the
right to decline to follow such  direction if a Responsible  Officer or Officers
of the Trustee shall, in good faith, reasonably determine that the proceeding so
directed  would be unjustly  prejudicial  to the Holders not joining in any such
direction or would involve the Trustee in personal liability.

      SECTION 5.13. Waiver of Past Defaults.

      (a) The Holders of not less than a majority in aggregate  principal amount
of the  Outstanding  Securities  or the  holders of not less than a majority  in
aggregate  Liquidation  Amount of the  Preferred  Securities  may waive any past
Event of Default hereunder and its consequences except an Event of Default:

            (i) in the  payment of the  principal  of or any premium or interest
      (including any Additional  Interest) on any Security (unless such Event of
      Default has been cured and the Company has paid to or  deposited  with the
      Trustee a sum sufficient to pay all  installments  of interest  (including
      any  Additional  Interest)  due and past due and all  principal of and any
      premium on all Securities due otherwise than by acceleration), or

            (ii) in respect of a covenant or provision hereof that under Article
      IX cannot be modified or amended without the consent of each Holder of any
      Outstanding Security.

      (b) Any such waiver  shall be deemed to be on behalf of the Holders of all
the  Securities  or, in the case of a waiver by holders of Preferred  Securities
issued by such Trust, by all holders of Preferred Securities.

      (c) Upon any such waiver,  such Event of 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 Event of Default or impair any right consequent thereon.

      SECTION 5.14. Undertaking for Costs.

      All parties to this  Indenture  agree,  and each Holder of any Security by
his or her acceptance thereof shall be deemed to have agreed, that any court may
in its  discretion  require,  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 or omitted by it as Trustee, the filing by any party litigant in


                                       37
<PAGE>

such suit of an  undertaking  to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs,  including reasonable  attorneys'
fees and expenses,  against any party litigant insuch suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the  provisions of this Section 5.14 shall not apply to any suit  instituted
by the  Trustee,  to any suit  instituted  by any  Holder,  or group of Holders,
holding in the  aggregate  more than ten percent  (10%) in  aggregate  principal
amount of the  Outstanding  Securities,  or to any suit instituted by any Holder
for the  enforcement  of the payment of the  principal  of or any premium on the
Security  after the Stated  Maturity or any interest  (including  any Additional
Interest) on any Security after it is due and payable.

      SECTION 5.15. 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 VI

                                   THE TRUSTEE

      SECTION 6.1. Corporate Trustee Required.

      There  shall at all  times be a  Trustee  hereunder  with  respect  to the
Securities.  The Trustee  shall be a corporation  organized  and doing  business
under  the laws of the  United  States or of any state  thereof,  authorized  to
exercise  corporate  trust powers,  having a combined  capital and surplus of at
least  $50,000,000,  subject to  supervision  or examination by Federal or state
authority and having an office  within the United  States.  If such  corporation
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of such supervising or examining authority,  then, for the purposes
of this Section 6.1, the combined capital and surplus of such corporation  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 6.1, it shall resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article VI.

      SECTION 6.2. Certain Duties and Responsibilities.

      Except during the continuance of an Event of Default:

            (i) the  Trustee  undertakes  to perform  such  duties and only such
      duties as are  specifically  set forth in this  Indenture,  and no implied
      covenants or  obligations  shall be read into this  Indenture  against the
      Trustee; and

            (ii) in the  absence  of bad  faith on its  part,  the  Trustee  may
      conclusively  rely, as to the truth of the statements and the  correctness
      of the opinions expressed therein, upon


                                       38
<PAGE>

      certificates  or opinions  furnished to the Trustee and  conforming to the
      requirements  of this  Indenture;  provided,  that in the case of any such
      certificates  or opinions  that by any provision  hereof are  specifically
      required to be furnished to the Trustee, the Trustee shall be under a duty
      to examine the same to determine whether or not they substantially conform
      on their face to the requirements of this Indenture.

      (b) If an Event  of  Default  known to the  Trustee  has  occurred  and is
continuing,  the Trustee shall, prior to the receipt of directions, if any, from
the  Holders  of at  least a  majority  in  aggregate  principal  amount  of the
Outstanding  Securities  (or,  if  applicable,  from the  holders  of at least a
majority in aggregate Liquidation Amount of Preferred Securities), exercise such
of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in its  exercise,  as a prudent  person would  exercise or use
under the circumstances in the conduct of such person's own affairs.

      (c)  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 6.2. To the extent that, at law or in
equity,  the Trustee has duties and  liabilities  relating to the  Holders,  the
Trustee shall not be liable to any Holder or any holder of Preferred  Securities
for the Trustee's good faith reliance on the provisions of this  Indenture.  The
provisions  of this  Indenture,  to the extent that they restrict the duties and
liabilities of the Trustee otherwise existing at law or in equity, are agreed by
the Company and the Holders and the holders of Preferred  Securities  to replace
such other duties and liabilities of the Trustee.

      (d) No  provisions  of this  Indenture  shall be  construed to relieve the
Trustee from  liability with respect to matters that are within the authority of
the Trustee under this Indenture for its own negligent action, negligent failure
to act or willful misconduct, except that:

            (i) the Trustee  shall not be liable for any error or judgment  made
      in good faith by an authorized officer of the Trustee,  unless it shall be
      proved that the Trustee was negligent in ascertaining the pertinent facts;

            (ii) the  Trustee  shall not be liable  with  respect  to any action
      taken or omitted to be taken by it in good  faith in  accordance  with the
      direction  of the  Holders of at least a majority in  aggregate  principal
      amount of the Outstanding  Securities (or, as the case may be, the holders
      of a majority in aggregate  Liquidation  Amount of  Preferred  Securities)
      relating to the time,  method and place of conducting  any  proceeding for
      any remedy available to the Trustee under this Indenture; and

            (iii) 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 and money held by the Trustee in trust  hereunder  need not be
      segregated from other funds except to the extent required by law.


                                       39
<PAGE>

      (e) If at any time the  Trustee  hereunder  is not the same  Person as the
Property Trustee under the Trust Agreement:

            (i)  whenever  a  reference  is  made  herein  to  the  dissolution,
      termination or liquidation of the Trust,  the Trustee shall be entitled to
      assume that no such dissolution,  termination, or liquidation has occurred
      so long as the  Securities are or continue to be registered in the name of
      such  Property  Trustee,  and the Trustee  shall be charged with notice or
      knowledge  of such  dissolution,  termination  or  liquidation  only  upon
      written  notice  thereof given to the Trustee by the  Depositor  under the
      Trust Agreement; and

            (ii) the Trustee shall not be charged with notice or knowledge  that
      any Person is a holder of Preferred Securities or Common Securities issued
      by the Trust or  whether  any group of  holders  of  Preferred  Securities
      constitutes  any  specified   percentage  of  all  outstanding   Preferred
      Securities  for any  purpose  under this  Indenture,  unless and until the
      Trustee is furnished  with a list of holders by such Property  Trustee and
      the  aggregate   Liquidation  Amount  of  the  Preferred  Securities  then
      outstanding.  The Trustee may conclusively  rely and shall be protected in
      relying on such list.

      (f) Notwithstanding  Section 1.10, the Trustee shall not, and shall not be
deemed to, owe any fiduciary duty to the holders of any of the Trust  Securities
issued by the Trust and shall not be liable to any such  holder  (other than for
the willful  misconduct  or  negligence  of the  Trustee) if the Trustee in good
faith (i) pays over or distributes  to a registered  Holder of the Securities or
to the Company or to any other  Person,  cash,  property or  securities to which
such holders of such Trust Securities shall be entitled or (ii) takes any action
or omits to take any action at the  request  of the  Holder of such  Securities.
Nothing in this  paragraph  shall affect the obligation of any other such Person
to hold such  payment  for the  benefit of, and to pay such amount over to, such
holders of Preferred Securities or Common Securities or their representatives.

      SECTION 6.3. Notice of Defaults.

      Within ninety (90) days after the occurrence of any default actually known
to the Trustee, the Trustee shall give the Holders notice of such default unless
such default shall have been cured or waived;  provided, that except in the case
of a default in the  payment of the  principal  of or any premium or interest on
any  Securities,  the Trustee shall be fully protected in withholding the notice
if and so long as the board of  directors,  the  executive  committee or a trust
committee of directors and/or Responsible  Officers of the Trustee in good faith
determines  that  withholding  the  notice  is in the  interest  of  holders  of
Securities;  and  provided,  further,  that in the  case of any  default  of the
character  specified in Section 5.1(c), no such notice to Holders shall be given
until at least thirty (30) days after the occurrence thereof. For the purpose of
this Section 6.3, the term  "default"  means any event which is, or after notice
or lapse of time or both would become, an Event of Default.

      SECTION 6.4. Certain Rights of Trustee.

      Subject to the provisions of Section 6.2:

      (a) the  Trustee may  conclusively  rely and shall be fully  protected  in
acting or refraining  from acting in good faith and in accordance with the terms
hereof upon any resolution,


                                       40
<PAGE>

certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture,  note 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) if (i) in  performing  its duties under this  Indenture the Trustee is
required to decide between alternative courses of action, (ii) in construing any
of the provisions of this Indenture the Trustee finds  ambiguous or inconsistent
with any other provisions contained herein or (iii) the Trustee is unsure of the
application of any provision of this Indenture, then, except as to any matter as
to which the Holders are entitled to decide  under the terms of this  Indenture,
the Trustee  shall  deliver a notice to the  Company  requesting  the  Company's
written instruction as to the course of action to be taken and the Trustee shall
take such action,  or refrain from taking such action,  as the Trustee  shall be
instructed  in  writing to take,  or to refrain  from  taking,  by the  Company;
provided,  that if the  Trustee  does not  receive  such  instructions  from the
Company  within ten  Business  Days after it has  delivered  such notice or such
reasonably  shorter period of time set forth in such notice the Trustee may, but
shall be under no duty to, take such action, or refrain from taking such action,
as the Trustee shall deem advisable and in the best interests of the Holders, in
which event the Trustee shall have no liability  except for its own  negligence,
bad faith or willful misconduct;

      (c)  any  request  or  direction  of the  Company  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;

      (d) the Trustee may consult with counsel  (which counsel may be counsel to
the Trustee,  the Company or any of its  Affiliates,  and may include any of its
employees)  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 or any holder of Preferred  Securities  pursuant to this  Indenture,
unless such Holders (or such holders of Preferred Securities) shall have offered
to the Trustee security or indemnity  reasonably  satisfactory to it against the
costs,   expenses  (including  reasonable  attorneys'  fees  and  expenses)  and
liabilities  that might be incurred  by it in  compliance  with such  request or
direction, including reasonable advances as may be requested by the Trustee;

      (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, indenture,
note or other paper or document, but the Trustee in its discretion may make such
inquiry or  investigation  into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such 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, attorneys,
custodians  or  nominees  and  the  Trustee  shall  not be  responsible  for any
misconduct or negligence on the part of any such agent,  attorney,  custodian or
nominee appointed with due care by it hereunder;


                                       41
<PAGE>

      (h) whenever in the  administration  of this  Indenture  the Trustee shall
deem it desirable to receive  instructions  with respect to enforcing any remedy
or right or taking any other  action  with  respect to  enforcing  any remedy or
right  hereunder,  the  Trustees (i) may request  instructions  from the Holders
(which  instructions  may  only be given by the  Holders  of the same  aggregate
principal  amount of  Outstanding  Securities as would be entitled to direct the
Trustee under this Indenture in respect of such remedy,  right or action),  (ii)
may refrain from enforcing such remedy or right or taking such action until such
instructions  are received and (iii) shall be protected in acting in  accordance
with such instructions;

      (i) except as otherwise expressly provided by this Indenture,  the Trustee
shall not be under any obligation to take any action that is discretionary under
the provisions of this Indenture;

      (j) without  prejudice to any other rights  available to the Trustee under
applicable  law,  when the  Trustee  incurs  expenses  or  renders  services  in
connection with any bankruptcy,  insolvency or other  proceeding  referred to in
clauses  (d) or (e) of  the  definition  of  Event  of  Default,  such  expenses
(including  legal  fees  and  expenses  of  its  agents  and  counsel)  and  the
compensation   for  such  services  are  intended  to  constitute   expenses  of
administration  under any  bankruptcy  laws or law relating to creditors  rights
generally;

      (k) 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,
conclusively rely upon an Officers'  Certificate  addressing such matter, which,
upon receipt of such request, shall be promptly delivered by the Company;

      (l) the  Trustee  shall  not be  charged  with  knowledge  of any Event of
Default unless either (i) a Responsible Officer of the Trustee shall have actual
knowledge or (ii) the Trustee shall have received  written  notice  thereof from
the Company or a Holder; and

      (m) in the  event  that  the  Trustee  is also  acting  as  Paying  Agent,
Authenticating  Agent  or  Securities   Registrar  hereunder,   the  rights  and
protections  afforded to the Trustee  pursuant to this  Article VI shall also be
afforded such Paying Agent, Authenticating Agent, or Securities Registrar.

      SECTION 6.5. May Hold Securities.

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

      SECTION 6.6. Compensation; Reimbursement; Indemnity.

      (a) The Company agrees:

            (i) to pay to the Trustee from time to time reasonable  compensation
      for all  services  rendered by it hereunder in such amounts as the Company
      and  the  Trustee  shall


                                       42
<PAGE>

      agree in  writing  from  time to time  (which  compensation  shall  not be
      limited by any provision of law in regard to the compensation of a trustee
      of an express trust);

            (ii) 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, bad faith or willful misconduct; and

            (iii)  to  the  fullest  extent  permitted  by  applicable  law,  to
      indemnify the Trustee and its Affiliates,  and their officers,  directors,
      shareholders,  agents, representatives and employees for, and to hold them
      harmless against,  any loss,  damage,  liability,  tax (other than income,
      franchise or other taxes  imposed on amounts paid  pursuant to (i) or (ii)
      hereof),  penalty,  expense  or  claim of any  kind or  nature  whatsoever
      incurred without  negligence,  bad faith or willful misconduct on its part
      arising out of or in connection with the acceptance or  administration  of
      this trust or the performance of the Trustee's duties hereunder, including
      the costs and expenses of defending  itself against any claim or liability
      in  connection  with the exercise or  performance  of any of its powers or
      duties hereunder.

      (b) To secure the Company's  payment  obligations in this Section 6.6, the
Company  hereby  grants and pledges to the Trustee and the Trustee  shall have a
lien prior to the  Securities  on all money or property held or collected by the
Trustee,  other  than  money or  property  held in trust  to pay  principal  and
interest on particular Securities.  Such lien shall survive the satisfaction and
discharge of this Indenture or the resignation or removal of the Trustee.

      (c) The  obligations  of the Company  under this Section 6.6 shall survive
the satisfaction and discharge of this Indenture and the earlier  resignation or
removal of the Trustee.

      (d) In no event  shall the  Trustee be liable for any  indirect,  special,
punitive or consequential loss or damage of any kind whatsoever,  including, but
not  limited  to, lost  profits,  even if the  Trustee  has been  advised of the
likelihood of such loss or damage and regardless of the form of action.

      (e) In no event  shall the  Trustee be liable for any  failure or delay in
the performance of its obligations hereunder because of circumstances beyond its
control,  including,  but not  limited  to,  acts of God,  flood,  war  (whether
declared or undeclared),  terrorism,  fire, riot,  embargo,  government  action,
including any laws,  ordinances,  regulations,  governmental  action or the like
which delay,  restrict or prohibit the providing of the services contemplated by
this Indenture.

      SECTION 6.7. 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 VI shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.8.

      (b) The Trustee may resign at any time by giving written notice thereof to
the Company.


                                       43
<PAGE>

      (c) Unless an Event of Default shall have occurred and be continuing,  the
Trustee may be removed at any time by the Company by a Board  Resolution.  If an
Event of Default  shall have  occurred  and be  continuing,  the  Trustee may be
removed by Act of the Holders of a majority in aggregate principal amount of the
Outstanding Securities, delivered to the Trustee and to the Company.

      (d) 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 reason,  at a time
when no Event of Default shall have occurred and be continuing,  the Company, by
a Board  Resolution,  shall  promptly  appoint  a  successor  Trustee,  and such
successor  Trustee and the retiring  Trustee  shall  comply with the  applicable
requirements  of Section 6.8. 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  reason,  at a time when an Event of  Default  shall  have  occurred  and be
continuing,  the  Holders,  by Act of the  Holders  of a majority  in  aggregate
principal  amount  of the  Outstanding  Securities,  shall  promptly  appoint  a
successor  Trustee,  and such successor  Trustee and the retiring  Trustee shall
comply with the applicable  requirements of Section 6.8. If no successor Trustee
shall  have  been so  appointed  by the  Company  or the  Holders  and  accepted
appointment  within sixty (60) days after the giving of a notice of  resignation
by the Trustee or the  removal of the Trustee in the manner  required by Section
6.8,  any Holder who has been a bona fide Holder of a Security  for at least six
months may, on behalf of such Holder and all others similarly situated,  and any
resigning  Trustee  may, at the expense of the  Company,  petition  any court of
competent jurisdiction for the appointment of a successor Trustee.

      (e) The Company shall give notice to all Holders in the manner provided in
Section  1.6 of each  resignation  and  each  removal  of the  Trustee  and each
appointment  of a successor  Trustee.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

      SECTION 6.8. Acceptance of Appointment by Successor.

      (a) In case of the  appointment  hereunder  of a successor  Trustee,  each
successor  Trustee so appointed  shall execute,  acknowledge  and deliver to the
Company and to the retiring  Trustee an instrument  accepting such  appointment,
and thereupon the  resignation  or removal of the retiring  Trustee shall become
effective  and  such  successor  Trustee,  without  any  further  act,  deed  or
conveyance,  shall become vested with all the rights,  powers, trusts and duties
of the  retiring  Trustee;  but, on the request of the Company or the  successor
Trustee,  such retiring Trustee shall, upon payment of its charges,  execute and
deliver an instrument  transferring  to such  successor  Trustee all the rights,
powers and trusts of the retiring  Trustee and shall duly  assign,  transfer and
deliver to such  successor  Trustee all property and money held by such retiring
Trustee hereunder.

      (b) 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 rights, powers and trusts referred to in paragraph
(a) of this Section 6.8.

      (c) 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 VI.


                                       44
<PAGE>

      SECTION 6.9. Merger, Conversion, Consolidation or Succession to Business.

      Any Person into which the Trustee may be merged or converted or with which
it may be consolidated,  or any Person resulting from any merger,  conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially  all of the corporate trust business of the Trustee,  shall
be the  successor of the Trustee  hereunder,  without the execution or filing of
any paper or any further act on the part of any of the parties hereto, provided,
that such Person shall be otherwise  qualified  and eligible  under this Article
VI. In case any Securities shall have been authenticated,  but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation
or as  otherwise  provided  above  in this  Section  6.9 to such  authenticating
Trustee  may  adopt  such   authentication   and  deliver  the   Securities   so
authenticated, and in case any Securities shall not have been authenticated, any
successor to the Trustee may authenticate  such Securities either in the name of
any  predecessor  Trustee or in the name of such successor  Trustee,  and in all
cases the  certificate of  authentication  shall have the full force which it is
provided anywhere in the Securities or in this Indenture that the certificate of
the Trustee shall have.

      SECTION 6.10. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities,  except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating  Agent assumes any responsibility
for their  correctness.  The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the  Securities.  Neither the Trustee nor
any Authenticating  Agent shall be accountable for the use or application by the
Company of the Securities or the proceeds thereof.

      SECTION 6.11. Appointment of Authenticating Agent.

      (a) The Trustee may appoint an Authenticating Agent or Agents with respect
to the Securities,  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  thereof or pursuant to Section
3.6, 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.
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,  or of any State or  Territory  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 6.11 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 6.11, such  Authenticating  Agent shall resign immediately in the manner
and with the effect specified in this Section 6.11.


                                       45
<PAGE>

      (b) Any  Person  into  which an  Authenticating  Agent  may be  merged  or
converted or with which it may be consolidated, or any Person resulting from any
merger,  conversion or consolidation to which such Authenticating Agent shall be
a party, or any Person  succeeding to all or substantially  all of the corporate
trust business of an Authenticating Agent shall be the successor  Authenticating
Agent  hereunder,  provided such Person shall be otherwise  eligible  under this
Section 6.11, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.

      (c) 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   6.11,   the  Trustee  may  appoint  a  successor
Authenticating  Agent eligible under the provisions of this Section 6.11,  which
shall be acceptable to the Company, and shall give notice of such appointment to
all  Holders.  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.

      (d) The Company  agrees to pay to each  Authenticating  Agent from time to
time  reasonable  compensation  for its services under this Section 6.11 in such
amounts as the Company and the Authenticating  Agent shall agree in writing from
time to time.

      (e) If an appointment of an Authenticating  Agent is made pursuant to this
Section  6.11,  the  Securities  may  have  endorsed  thereon,   an  alternative
certificate of authentication in substantially the following form:

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

Dated: _________________________

                                        JPMORGAN CHASE BANK, NATIONAL
                                        ASSOCIATION, as Trustee


                                        By: ____________________________________
                                            Authenticating Agent


                                        By: ____________________________________
                                            Authorized Signatory


                                       46
<PAGE>

                                  ARTICLE VII

                      HOLDER'S LISTS AND REPORTS BY COMPANY

      SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders.

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

      (a)  semiannually,  on or before June 30 and  December 31 of each year,  a
list,  in such form as the  Trustee  may  reasonably  require,  of the names and
addresses  of the Holders as of a date not more than  fifteen (15) days prior to
the delivery thereof, and

      (b) at such other times as the  Trustee  may  request in  writing,  within
thirty (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  fifteen (15) days prior to
the time such list is furnished,

in each case to the extent such  information  is in the possession or control of
the Company and has not  otherwise  been received by the Trustee in its capacity
as Securities Registrar.

      SECTION 7.2. 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  7.1 and the names and
addresses  of Holders  received  by the Trustee in its  capacity  as  Securities
Registrar.  The  Trustee may  destroy  any list  furnished  to it as provided in
Section 7.1 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 privileges of the Trustee,  shall be as provided in 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 the
disclosure  of  information  as to the names and  addresses  of the Holders made
pursuant to the Trust Indenture Act.

      SECTION 7.3. Reports by Company.

      (a) The Company shall furnish to the Holders and to prospective purchasers
of Securities,  upon their  request,  the  information  required to be furnished
pursuant to Rule 144A(d)(4)  under the Securities Act. The delivery  requirement
set forth in the preceding  sentence may be satisfied by compliance with Section
7.3(b) hereof.

      (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders
and to  subsequent  holders of  Securities,  (iii) Cohen Bros.  & Company,  1818
Market Street, 28th Floor, Philadelphia, Pennsylvania 19103, Attn: Mitchell Kahn
or such other  address as  designated  by Cohen  Bros.  & Company)  and (iv) any
beneficial owner of the Securities  reasonably  identified to the Company (which
identification  may be made either by such beneficial  owner or by Cohen Bros. &
Company),   a  duly  completed  and  executed   certificate   substantially  and
substantively  in


                                       47
<PAGE>

the form  attached  hereto as  Exhibit A,  including  the  financial  statements
referenced in such Exhibit,  which certificate and financial statements shall be
so furnished by the Company not later than forty-five (45) days after the end of
each of the first three  fiscal  quarters of each fiscal year of the Company and
not later  than  ninety  (90)  days  after  the end of each  fiscal  year of the
Company. The delivery requirements under this Section 7.3(b) may be satisfied by
compliance with Section 8.16(b) of the Trust Agreement.

      (c) If the Company  intends to file its annual and  quarterly  information
with the Securities and Exchange  Commission  (the  "Commission")  in electronic
form  pursuant  to  Regulation  S-T of the  Commission  using  the  Commission's
Electronic Data Gathering,  Analysis and Retrieval ("EDGAR") system, the Company
shall notify the Trustee in the manner prescribed herein of each such annual and
quarterly  filing.  The Trustee is hereby  authorized and directed to access the
EDGAR system for purposes of  retrieving  the  financial  information  so filed.
Compliance  with the foregoing shall  constitute  delivery by the Company of its
financial statements to the Trustee in compliance with the provisions of Section
314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty
to search for or obtain any  electronic  or other filings that the Company makes
with  the   Commission,   regardless  of  whether  such  filings  are  periodic,
supplemental or otherwise. Delivery of reports, information and documents to the
Trustee  pursuant  to this  Section  7.3(c)  shall be  solely  for  purposes  of
compliance  with this Section 7.3(c) and, if applicable,  with Section 314(a) of
the Trust Indenture Act. The Trustee's receipt of such reports,  information and
documents shall not constitute notice to it of the content thereof or any matter
determinable from the content thereof,  including the Company's  compliance with
any of its covenants hereunder, as to which the Trustee is entitled to rely upon
Officers' Certificates.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

      SECTION 8.1. Company May Consolidate, Etc., Only on Certain Terms.

      The Company shall not  consolidate  with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and no Person shall consolidate with or merge into the Company or
convey, transfer or lease its properties and assets substantially as an entirety
to the Company, unless:

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


                                       48
<PAGE>

      (b)  immediately  after  giving  effect to such  transaction,  no Event of
Default,  and no event  that,  after  notice  or lapse of time,  or both,  would
constitute an Event of Default, shall have happened and be continuing; and

      (c) the Company has delivered to the Trustee an Officers'  Certificate and
an Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and, if a  supplemental  indenture  is required in  connection
with such transaction,  any such supplemental indenture comply with this Article
VIII and that all  conditions  precedent  herein  provided  for relating to such
transaction  have  been  complied  with;  and the  Trustee  may rely  upon  such
Officers'  Certificate  and Opinion of Counsel as conclusive  evidence that such
transaction complies with this Section 8.1.

      SECTION 8.2. Successor Company Substituted.

      (a) Upon any consolidation or merger by the Company with or into any other
Person,  or any  conveyance,  transfer or lease by the Company of its properties
and assets substantially as an entirety to any Person in accordance with Section
8.1 and the execution and delivery to the Trustee of the supplemental  indenture
described in Section 8.1(a),  the successor entity formed by such  consolidation
or into which the  Company is merged or to which such  conveyance,  transfer  or
lease is made shall succeed to, and be  substituted  for, and may exercise every
right and power of, the Company under this  Indenture with the same effect as if
such successor Person had been named as the Company herein;  and in the event of
any such  conveyance  or transfer,  following the execution and delivery of such
supplemental indenture, the Company shall be discharged from all obligations and
covenants under the Indenture and the Securities.

      (b) Such successor  Person may cause to be executed,  and may issue either
in its own  name or in the  name of the  Company,  any or all of the  Securities
issuable  hereunder that  theretofore  shall not have been signed by the Company
and  delivered  to the Trustee;  and,  upon the order of such  successor  Person
instead of the Company and subject to all the terms,  conditions and limitations
in this Indenture  prescribed,  the Trustee shall authenticate and shall deliver
any  Securities  that  previously  shall have been signed and  delivered  by the
officers of the Company to the Trustee for  authentication,  and any  Securities
that such successor  Person  thereafter shall cause to be executed and delivered
to the Trustee on its behalf. All the Securities so issued shall in all respects
have the same legal rank and  benefit  under this  Indenture  as the  Securities
theretofore or thereafter issued in accordance with the terms of this Indenture.

      (c) In case of any such consolidation,  merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate to reflect such occurrence.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

      SECTION 9.1. 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


                                       49
<PAGE>

indentures  supplemental hereto, in form reasonably satisfactory to the Trustee,
for any of the following purposes:

      (a) to evidence the succession of another  Person to the Company,  and the
assumption by any such  successor of the covenants of the Company  herein and in
the Securities; or

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

      (c) to add to the covenants, restrictions or obligations of the Company or
to add to the Events of Default,  provided,  that such  action  pursuant to this
clause (c) shall not adversely  affect in any material  respect the interests of
any Holders or the holders of the Preferred Securities; or

      (d) to modify,  eliminate or add to any provisions of the Indenture or the
Securities  to such extent as shall be necessary  to ensure that the  Securities
are treated as  indebtedness of the Company for United States Federal income tax
purposes,  provided,  that such  action  pursuant  to this  clause (d) shall not
adversely  affect in any  material  respect the  interests of any Holders or the
holders of the Preferred Securities.

      SECTION 9.2. Supplemental Indentures with Consent of Holders.

      (a)  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  of  Securities  under this
Indenture;  provided,  that no such  supplemental  indenture shall,  without the
consent of the Holder of each Outstanding Security,

            (i) change the Stated  Maturity of the  principal  or any premium of
      any Security or change the date of payment of any  installment of interest
      (including  any  Additional  Interest)  on any  Security,  or  reduce  the
      principal  amount  thereof or the rate of interest  thereon or any premium
      payable upon the redemption  thereof or change the place of payment where,
      or the coin or currency  in which,  any  Security  or interest  thereon is
      payable,  or  restrict  or  impair  the  right to  institute  suit for the
      enforcement of any such payment on or after such date, or

            (ii) reduce the  percentage  in  aggregate  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 any  provision of this  Indenture or of
      defaults hereunder and their consequences  provided for in this Indenture,
      or

            (iii) modify any of the provisions of this Section 9.2, Section 5.13
      or Section 10.7, except to increase any percentage in aggregate  principal
      amount of the


                                       50
<PAGE>

      Outstanding  Securities,  the consent of whose Holders is required for any
      reason,  or to provide that certain  other  provisions  of this  Indenture
      cannot be  modified  or waived  without  the consent of the Holder of each
      Security;

provided, further, that, so long as any Preferred Securities remain outstanding,
no amendment  under this  Section 9.2 shall be effective  until the holders of a
majority in Liquidation Amount of the Preferred  Securities shall have consented
to such amendment;  provided, further, that if the consent of the Holder of each
Outstanding  Security is required for any amendment under this  Indenture,  such
amendment shall not be effective until the holder of each Outstanding  Preferred
Security shall have consented to such amendment.

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

      SECTION 9.3. Execution of Supplemental Indentures.

      In  executing  or  accepting  the   additional   trusts   created  by  any
supplemental indenture permitted by this Article IX or the modifications thereby
of the trusts  created by this  Indenture,  the  Trustee  shall be  entitled  to
receive, and shall be fully protected in conclusively relying upon, an Officers'
Certificate  and an  Opinion  of  Counsel  stating  that the  execution  of such
supplemental  indenture is authorized or permitted by this  Indenture,  and that
all conditions  precedent  herein provided for relating to such action have been
complied  with.  The Trustee may, but shall not be obligated  to, enter into any
such  supplemental  indenture  that affects the  Trustee's  own rights,  duties,
indemnities or immunities under this Indenture or otherwise. Copies of the final
form of each  supplemental  indenture  shall be  delivered by the Trustee at the
expense of the  Company to each  Holder,  and,  if the  Trustee is the  Property
Trustee,  to each holder of Preferred  Securities,  promptly after the execution
thereof.

      SECTION 9.4. Effect of Supplemental Indentures.

      Upon the execution of any  supplemental  indenture  under this Article IX,
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 and every holder of Preferred Securities theretofore or thereafter
authenticated  and  delivered  hereunder  or  under  the  Trust  Agreement,   as
applicable shall be bound thereby.

      SECTION 9.5. Reference in Securities to Supplemental Indentures.

      Securities   authenticated  and  delivered  after  the  execution  of  any
supplemental indenture pursuant to this Article IX may, and shall if required by
the  Company,  bear a notation in form  approved by the Company 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 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.


                                       51
<PAGE>

                                   ARTICLE X

                                    COVENANTS

      SECTION 10.1. Payment of Principal, Premium, if any, and Interest.

      The  Company  covenants  and agrees for the  benefit of the Holders of the
Securities that it will duly and punctually pay the principal of and any premium
and interest (including any Additional Interest) on the Securities in accordance
with the terms of the Securities and this Indenture.

      SECTION 10.2. Money for Security Payments to be Held in Trust.

      (a) If the  Company  shall at any time act as its own  Paying  Agent  with
respect to the Securities,  it will, on or before each due date of the principal
of and any  premium or  interest  (including  any  Additional  Interest)  on the
Securities,  segregate and hold in trust for the benefit of the Persons entitled
thereto a sum  sufficient  to pay the  principal  and any  premium  or  interest
(including Additional 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 in writing of its failure so to act.

      (b) Whenever the Company  shall have one or more Paying  Agents,  it will,
prior to 10:00 a.m., New York City time, on each due date of the principal of or
any premium or interest  (including any Additional  Interest) on any Securities,
deposit with a Paying Agent a sum sufficient to pay such amount,  such sum to be
held as provided in the Trust Indenture Act and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its failure so to act.

      (c) The Company will cause each Paying Agent for the Securities other than
the Trustee to execute and  deliver to the Trustee an  instrument  in which such
Paying Agent shall agree with the  Trustee,  subject to the  provisions  of this
Section 10.2, that such Paying Agent will (i) comply with the provisions of this
Indenture  and the Trust  Indenture  Act  applicable to it as a Paying Agent and
(ii) during the  continuance of any default by the Company (or any other obligor
upon the  Securities) in the making of any payment in respect of the Securities,
upon the written  request of the Trustee,  forthwith pay to the Trustee all sums
held in trust by such Paying Agent for payment in respect of the Securities.

      (d)  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.

      (e) 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 any premium or
interest  (including  any  Additional  Interest) on any  Security and  remaining
unclaimed  for two years after such  principal  and any premium or interest  has
become due and payable shall (unless otherwise  required by


                                       52
<PAGE>

mandatory  provision of  applicable  escheat or abandoned or unclaimed  property
law) be paid on Company Request to the Company, or (if then held by the Company)
shall (unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed  property  law) 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, 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 Borough of Manhattan,  The City of New York, notice that such
money remains  unclaimed and that, after a date specified  therein,  which shall
not be less  than  thirty  (30)  days  from  the date of such  publication,  any
unclaimed balance of such money then remaining will be repaid to the Company.

      SECTION 10.3. Statement as to Compliance.

      The Company  shall  deliver to the Trustee,  within one hundred and twenty
(120) days after the end of each  fiscal year of the  Company  ending  after the
date hereof,  an Officers'  Certificate  covering the preceding  calendar  year,
stating whether or not to the knowledge of the signers thereof the Company is in
default in the  performance  or observance of any of the terms,  provisions  and
conditions  of  this  Indenture  (without  regard  to any  period  of  grace  or
requirement  of  notice  provided  hereunder),  and if the  Company  shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.  The delivery  requirements of this Section 10.3 may be
satisfied by compliance with Section 8.16(a) of the Trust Agreement.

      SECTION 10.4. Calculation Agent.

      (a) The Company  hereby  agrees that for so long as any of the  Securities
remain  Outstanding,  there will at all times be an agent appointed to calculate
LIBOR in respect of each Interest  Payment Date in accordance  with the terms of
Schedule A (the "Calculation  Agent").  The Company has initially  appointed the
Property Trustee as Calculation Agent for purposes of determining LIBOR for each
Interest  Payment Date. The  Calculation  Agent may be removed by the Company at
any time.  So long as the  Property  Trustee  holds any of the  Securities,  the
Calculation  Agent shall be the  Property  Trustee,  except as  described in the
immediately  preceding sentence. If the Calculation Agent is unable or unwilling
to act as such or is removed by the Company,  the Company will promptly  appoint
as a replacement  Calculation Agent the London office of a leading bank which is
engaged in transactions in Eurodollar  deposits in the international  Eurodollar
market  and which  does not  control  or is not  controlled  by or under  common
control with the Company or its Affiliates. The Calculation Agent may not resign
its duties without a successor having been duly appointed.

      (b) The  Calculation  Agent shall be  required  to agree that,  as soon as
possible  after 11:00 a.m.  (London time) on each LIBOR  Determination  Date (as
defined in Schedule A), but in no event later than 11:00 a.m.  (London  time) on
the  Business Day  immediately  following  each LIBOR  Determination  Date,  the
Calculation  Agent will calculate the interest rate (the Interest  Payment shall
be rounded to the nearest cent, with half a cent being rounded  upwards) for the
related  Interest Payment Date, and will communicate such rate and amount to the
Company,  the


                                       53
<PAGE>

Trustee,  each Paying Agent and the Depositary.  The Calculation Agent will also
specify to the Company the quotations upon which the foregoing rates and amounts
are based and, in any event,  the  Calculation  Agent  shall  notify the Company
before 5:00 p.m. (London time) on each LIBOR Determination Date that either: (i)
it has  determined or is in the process of determining  the foregoing  rates and
amounts or (ii) it has not  determined  and is not in the process of determining
the  foregoing  rates and  amounts,  together  with its  reasons  therefor.  The
Calculation  Agent's  determination  of the foregoing  rates and amounts for any
Interest  Payment  Date will (in the  absence  of  manifest  error) be final and
binding upon all parties.  For the sole purpose of calculating the interest rate
for the Securities, "Business Day" shall be defined as any day on which dealings
in deposits in Dollars are transacted in the London interbank market.

      SECTION 10.5. Additional Tax Sums.

      So long as no Event of Default has occurred and is continuing,  if (a) the
Trust is the  Holder of all of the  Outstanding  Securities  and (b) a Tax Event
described in clause (i) or (iii) in the  definition  of Tax Event in Section 1.1
hereof has occurred and is  continuing,  the Company shall pay to the Trust (and
its permitted  successors or assigns under the related Trust  Agreement)  for so
long as the Trust (or its  permitted  successor or  assignee) is the  registered
holder of the Outstanding Securities,  such amounts as may be necessary in order
that the amount of Distributions  (including any Additional  Interest Amount (as
defined  in the  Trust  Agreement))  then due and  payable  by the  Trust on the
Preferred  Securities and Common Securities that at any time remain  outstanding
in  accordance  with the terms  thereof  shall not be reduced as a result of any
Additional Taxes arising from such Tax Event (additional such amounts payable by
the Company to the Trust, the "Additional Tax Sums"). Whenever in this Indenture
or the  Securities  there  is a  reference  in any  context  to the  payment  of
principal  of or interest on the  Securities,  such  mention  shall be deemed to
include  mention of the payments of the Additional Tax Sums provided for in this
Section 10.5 to the extent that, in such context,  Additional Tax Sums are, were
or would be  payable in  respect  thereof  pursuant  to the  provisions  of this
Section  10.5 and  express  mention of the  payment of  Additional  Tax Sums (if
applicable)  in any  provisions  hereof  shall  not be  construed  as  excluding
Additional Tax Sums in those provisions hereof where such express mention is not
made.

      SECTION 10.6. Additional Covenants.

      (a) The Company  covenants and agrees with each Holder of Securities  that
if an Event of Default shall have occurred and be  continuing,  it shall not (i)
declare or pay any dividends or distributions on, or redeem,  purchase,  acquire
or make a  liquidation  payment  with  respect  to, any shares of the  Company's
capital stock (for the avoidance of doubt,  the term  "capital  stock"  includes
both common stock and preferred stock of the Company),  (ii) vote in favor of or
permit  or  otherwise  allow  any of its  subsidiaries  to  declare  or pay  any
dividends  or  distributions  on,  or  redeem,  purchase,   acquire  or  make  a
liquidation  payment  with respect to or  otherwise  retire,  any shares of such
subsidiaries preferred stock (for the avoidance of doubt, whether such preferred
stock is perpetual or  otherwise),  or (iii) make any payment of principal of or
any  interest or premium,  if any,  on or repay,  repurchase  or redeem any debt
securities of the Company that rank pari passu in all respects with or junior in
interest to the  Securities  (other than (A)  repurchases,  redemptions or other
acquisitions  of shares of capital stock of the Company in  connection  with any
employment  contract,  benefit plan or other similar arrangement with or for the
benefit of any one or more employees,  officers,  directors or  consultants,  in


                                       54
<PAGE>

connection with a dividend reinvestment or stockholder stock purchase plan or in
connection  with the  issuance of capital  stock of the  Company (or  securities
convertible  into or exercisable for such capital stock) as  consideration in an
acquisition  transaction  entered into prior to such Event of Default,  (B) as a
result of (x) an exchange or  conversion of any class or series of the Company's
capital  stock (or any capital  stock of a  Subsidiary  of the  Company) for any
class or series of the Company's  capital stock or of any class or series of the
Company's  indebtedness for any class or series of the Company's  capital stock,
or (y) a  reclassification  of or  combination  with any  class or series of the
Company's  capital stock, (C) the purchase of fractional  interests in shares of
the Company's capital stock pursuant to the conversion or exchange provisions of
such  capital  stock or the  security  being  converted  or  exchanged,  (D) any
declaration  of a dividend in connection  with any Rights Plan,  the issuance of
rights,  stock or other  property  under any Rights  Plan or the  redemption  or
repurchase of rights pursuant  thereto or (E) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon  exercise of such  warrants,  options or other  rights is the same stock as
that on which the  dividend  is being paid or ranks pari passu with or junior to
such stock).

      (b) The Company also covenants with each Holder of Securities (i) to hold,
directly or indirectly,  one hundred percent (100%) of the Common  Securities of
the Trust,  provided,  that any permitted successor of the Company hereunder may
succeed to the Company's ownership of such Common Securities,  (ii) as holder of
such Common Securities,  not to voluntarily  dissolve,  wind-up or liquidate the
Trust other than (A) in connection  with a distribution of the Securities to the
holders  of the  Preferred  Securities  in  liquidation  of the  Trust or (B) in
connection with certain mergers,  consolidations  or amalgamations  permitted by
the  Trust  Agreement  and  (iii)  to use  its  reasonable  commercial  efforts,
consistent  with the terms and provisions of the Trust  Agreement,  to cause the
Trust to continue to be taxable as a grantor trust and not as a corporation  for
United States Federal income tax purposes.

      SECTION 10.7. Waiver of Covenants.

      The  Company  may  omit in any  particular  instance  to  comply  with any
covenant or condition contained in Section 10.6 if, before or after the time for
such  compliance,  the  Holders of at least a majority  in  aggregate  principal
amount of the Outstanding Securities shall, by Act of such Holders, and at least
a majority of the aggregate  Liquidation Amount of the Preferred Securities then
outstanding,  by consent 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 in respect of any such  covenant or condition  shall
remain in full force and effect.

      SECTION 10.8. Treatment of Securities.

      The Company will treat the  Securities as  indebtedness,  and the amounts,
other than payments of principal,  payable in respect of the principal amount of
such  Securities as interest,  for all U.S.  federal  income tax  purposes.  All
payments  in  respect  of the  Securities  will be made  free and  clear of U.S.
withholding  tax to any  beneficial  owner thereof that has provided an Internal
Revenue  Service  Form W-9 or  W-8BEN  (or any  substitute  or  successor  form)
establishing  its U.S. or non-U.S.  status for U.S. federal income tax purposes,
or any  other  applicable  form  establishing  a  complete  exemption  from U.S.
withholding tax.


                                       55
<PAGE>

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

      SECTION 11.1. Optional Redemption.

      The Company may, at its option,  on any Interest Payment Date, on or after
March 30, 2010,  redeem the Securities in whole at any time or in part from time
to time,  at a  Redemption  Price  equal to one  hundred  percent  (100%) of the
principal amount thereof (or of the redeemed  portion  thereof,  as applicable),
together, in the case of any such redemption,  with accrued interest,  including
any Additional Interest,  through but excluding the date fixed as the Redemption
Date (the "Optional Redemption Price").

      SECTION 11.2. Special Event Redemption.

      Prior to March 30, 2010,  upon the occurrence and during the  continuation
of a Special Event,  the Company may, at its option,  redeem the Securities,  in
whole but not in part, at a Redemption  Price equal to one hundred seven and one
half percent (107.5%) of the principal amount thereof,  together, in the case of
any such redemption,  with accrued interest,  including any Additional Interest,
through  but  excluding  the date  fixed as the  Redemption  Date (the  "Special
Redemption Price").

      SECTION 11.3. Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities, in whole or in part,
shall  be  evidenced  by or  pursuant  to a  Board  Resolution.  In  case of any
redemption  at the election of the  Company,  the Company  shall,  not less than
forty-five  (45) days and not more  than  seventy-five  (75)  days  prior to the
Redemption  Date (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee and the Property Trustee under the Trust Agreement in writing
of such date and of the  principal  amount of the  Securities to be redeemed and
provide  the  additional  information  required  to be included in the notice or
notices  contemplated  by  Section  11.5.  In  the  case  of any  redemption  of
Securities,  in whole or in part, (a) prior to the expiration of any restriction
on such redemption  provided in this Indenture or the Securities or (b) pursuant
to an election of the Company which is subject to a condition  specified in this
Indenture  or the  Securities,  the Company  shall  furnish the Trustee  with an
Officers'  Certificate and an Opinion of Counsel evidencing compliance with such
restriction or condition.

      SECTION 11.4. Selection of Securities to be Redeemed.

      (a) If less than all the  Securities  are to be redeemed,  the  particular
Securities to be redeemed shall be selected and redeemed on a pro rata basis not
more than sixty (60) days prior to the  Redemption  Date by the Trustee from the
Outstanding Securities not previously called for redemption,  provided, that the
unredeemed  portion  of the  principal  amount  of any  Security  shall be in an
authorized  denomination  (which  shall not be less than the minimum  authorized
denomination) for such Security.

      (b) The  Trustee  shall  promptly  notify  the  Company  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.  For all
purposes  of  this  Indenture,   unless  the  context


                                       56
<PAGE>

otherwise  requires,  all  provisions  relating to the  redemption of Securities
shall  relate,  in the case of any Security  redeemed or to be redeemed  only in
part, to the portion of the  principal  amount of such Security that has been or
is to be redeemed.

      (c) The  provisions of  paragraphs  (a) and (b) of this Section 11.4 shall
not apply  with  respect to any  redemption  affecting  only a single  Security,
whether such  Security is to be redeemed in whole or in part. In the case of any
such redemption in part, the unredeemed  portion of the principal  amount of the
Security  shall be in an authorized  denomination  (which shall not be less than
the minimum authorized denomination) for such Security.

      SECTION 11.5. Notice of Redemption.

      (a)  Notice of  redemption  shall be given not  later  than the  thirtieth
(30th)  day,  and not  earlier  than  the  sixtieth  (60th)  day,  prior  to the
Redemption  Date to each Holder of  Securities  to be  redeemed,  in whole or in
part,  (unless a shorter notice shall be  satisfactory  to the Property  Trustee
under the related Trust Agreement).

      (b) With respect to Securities to be redeemed,  in whole or in part,  each
notice of redemption shall state:

            (i) the Redemption Date;

            (ii) the  Redemption  Price or, if the  Redemption  Price  cannot be
      calculated  prior to the time  the  notice  is  required  to be sent,  the
      estimate of the Redemption  Price, as calculated by the Company,  together
      with a  statement  that it is an estimate  and that the actual  Redemption
      Price will be calculated on the fifth Business Day prior to the Redemption
      Date (and if an estimate is  provided,  a further  notice shall be sent of
      the  actual  Redemption  Price on the date that such  Redemption  Price is
      calculated);

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

            (iv) that on the Redemption  Date, the Redemption  Price will become
      due and payable upon each such Security or portion  thereof,  and that any
      interest  (including  any  Additional  Interest) on such  Security or such
      portion, as the case may be, shall cease to accrue on and after said date;
      and

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

      (c) Notice of  redemption  of  Securities  to be redeemed,  in whole or in
part,  at the  election of the Company  shall be given by the Company or, at the
Company's request,  by the Trustee in the name and at the expense of the Company
and shall be  irrevocable.  The  notice if mailed in the manner  provided  above
shall be  conclusively  presumed  to have been duly  given,  whether  or not the
Holder receives such notice.  In any case, a failure to give such notice by mail
or any  defect  in the  notice  to the  Holder of any  Security  designated  for
redemption  as a  whole  or in  part  shall  not  affect  the  validity  of  the
proceedings for the redemption of any other Security.


                                       57
<PAGE>

      SECTION 11.6. Deposit of Redemption Price.

      Prior to 10:00 a.m., New York City time, on the Redemption  Date specified
in the notice of redemption  given as provided in Section 11.5, the Company will
deposit with the Trustee or with one or more Paying Agents (or if the Company is
acting as its own Paying Agent,  the Company will segregate and hold in trust as
provided in Section 10.2) an amount of money  sufficient  to pay the  Redemption
Price of, and any accrued interest  (including any Additional  Interest) on, all
the Securities (or portions thereof) that are to be redeemed on that date.

      SECTION 11.7. Payment of Securities Called for Redemption.

      (a) If any  notice of  redemption  has been given as  provided  in Section
11.5, the Securities or portion of Securities  with respect to which such notice
has been  given  shall  become  due and  payable on the date and at the place or
places stated in such notice at the applicable  Redemption Price,  together with
accrued interest (including any Additional  Interest) to the Redemption Date. On
presentation and surrender of such Securities at a Place of Payment specified in
such notice,  the Securities or the specified portions thereof shall be paid and
redeemed  by the  Company at the  applicable  Redemption  Price,  together  with
accrued interest (including any Additional Interest) to the Redemption Date.

      (b) Upon  presentation of any Security  redeemed in part only, the Company
shall  execute  and the  Trustee  shall  authenticate  and deliver to the Holder
thereof,  at the  expense of the  Company,  a new  Security  or  Securities,  of
authorized denominations,  in aggregate principal amount equal to the unredeemed
portion of the Security so presented  and having the same  Original  Issue Date,
Stated Maturity and terms.

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

                                  ARTICLE XII

                           SUBORDINATION OF SECURITIES

      SECTION 12.1. Securities Subordinate to Senior Debt.

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

      SECTION  12.2.  No Payment  When Senior Debt in Default;  Payment  Over of
Proceeds Upon Dissolution, Etc.

      (a) In the event and during the continuation of any default by the Company
in the payment of any principal of or any premium or interest on any Senior Debt
(following  any grace  period,  if  applicable)  when the same  becomes  due and
payable, whether at maturity or at a date fixed for prepayment or by declaration
of acceleration  or otherwise,  then, upon written notice of


                                       58
<PAGE>

such  default to the  Company by the  holders of such Senior Debt or any trustee
therefor, unless and until such default shall have been cured or waived or shall
have  ceased  to  exist,  no  direct or  indirect  payment  (in cash,  property,
securities,  by  set-off  or  otherwise)  shall be made or  agreed to be made on
account of the principal of or any premium or interest (including any Additional
Interest) on any of the Securities, or in respect of any redemption,  repayment,
retirement, purchase or other acquisition of any of the Securities.

      (b) In the event of a bankruptcy, insolvency or other proceeding described
in clause (d) or (e) of the definition of Event of Default (each such event,  if
any, herein sometimes referred to as a "Proceeding"), all Senior Debt (including
any interest thereon  accruing after the  commencement of any such  proceedings)
shall first be paid in full before any payment or distribution, whether in cash,
securities  or  other  property,  shall  be  made  to any  Holder  of any of the
Securities on account  thereof.  Any payment or  distribution,  whether in cash,
securities or other property  (other than securities of the Company or any other
entity provided for by a plan of  reorganization  or readjustment the payment of
which is  subordinate,  at least to the extent  provided in these  subordination
provisions with respect to the indebtedness evidenced by the Securities,  to the
payment of all Senior Debt at the time outstanding and to any securities  issued
in respect thereof under any such plan of reorganization or readjustment), which
would  otherwise  (but  for  these  subordination   provisions)  be  payable  or
deliverable in respect of the Securities shall be paid or delivered  directly to
the holders of Senior Debt in accordance with the priorities then existing among
such holders  until all Senior Debt  (including  any interest  thereon  accruing
after the commencement of any Proceeding) shall have been paid in full.

      (c) In the  event of any  Proceeding,  after  payment  in full of all sums
owing with respect to Senior Debt, the Holders of the Securities,  together with
the  holders of any  obligations  of the  Company  ranking on a parity  with the
Securities,  shall be  entitled  to be paid  from the  remaining  assets  of the
Company the amounts at the time due and owing on account of unpaid  principal of
and  any  premium  and  interest  (including  any  Additional  Interest)  on the
Securities and such other obligations before any payment or other  distribution,
whether in cash, property or otherwise,  shall be made on account of any capital
stock or any  obligations  of the Company  ranking  junior to the Securities and
such other  obligations.  If,  notwithstanding  the  foregoing,  any  payment or
distribution  of any character on any security,  whether in cash,  securities or
other  property  (other  than  securities  of the  Company  or any other  entity
provided for by a plan of reorganization or readjustment the payment of which is
subordinate,  at least to the extent provided in these subordination  provisions
with respect to the indebtedness evidenced by the Securities,  to the payment of
all Senior Debt at the time outstanding and to any securities  issued in respect
thereof under any such plan of reorganization or readjustment) shall be received
by the  Trustee or any Holder in  contravention  of any of the terms  hereof and
before  all  Senior  Debt  shall  have  been  paid  in  full,  such  payment  or
distribution  or  security  shall be  received  in trust for the benefit of, and
shall be paid over or delivered  and  transferred  to, the holders of the Senior
Debt at the time  outstanding in accordance  with the  priorities  then existing
among such holders for  application  to the payment of all Senior Debt remaining
unpaid,  to the extent  necessary  to pay all such  Senior Debt  (including  any
interest  thereon accruing after the commencement of any Proceeding) in full. In
the event of the  failure of the  Trustee or any Holder to endorse or assign any
such  payment,  distribution  or security,  each holder of Senior Debt is hereby
irrevocably authorized to endorse or assign the same.


                                       59
<PAGE>

      (d) The Trustee and the Holders, at the expense of the Company, shall take
such reasonable action (including the delivery of this Indenture to an agent for
any  holders of Senior  Debt or consent to the filing of a  financing  statement
with respect hereto) as may, in the opinion of counsel designated by the holders
of a majority in principal amount of the Senior Debt at the time outstanding, be
necessary  or  appropriate  to assure  the  effectiveness  of the  subordination
effected by these provisions.

      (e) The  provisions  of this  Section  12.2 shall not  impair any  rights,
interests,  remedies or powers of any secured creditor of the Company in respect
of any  security  interest  the  creation  of  which  is not  prohibited  by the
provisions of this Indenture.

      (f) The securing of any obligations of the Company, otherwise ranking on a
parity with the  Securities or ranking  junior to the  Securities,  shall not be
deemed to prevent such obligations from constituting,  respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

      SECTION 12.3. Payment Permitted If No Default.

      Nothing contained in this Article XII or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company,  at any time, except during
the pendency of the conditions  described in paragraph (a) of Section 12.2 or of
any Proceeding  referred to in Section 12.2, from making payments at any time of
principal of and any premium or interest (including any Additional  Interest) on
the  Securities or (b) the  application  by the Trustee of any moneys  deposited
with it  hereunder  to the payment of or on account of the  principal of and any
premium or interest (including any Additional Interest) on the Securities or the
retention of such payment by the Holders, if, at the time of such application by
the Trustee,  it did not have knowledge (in  accordance  with Section 12.8) that
such payment would have been  prohibited by the  provisions of this Article XII,
except as provided in Section 12.8.

      SECTION 12.4. Subrogation to Rights of Holders of Senior Debt.

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


                                       60
<PAGE>

Securities,  be deemed to be a payment or  distribution  by the Company to or on
account of the Senior Debt.

      SECTION 12.5. Provisions Solely to Define Relative Rights.

      The  provisions  of this Article XII are and are  intended  solely for the
purpose of defining the relative  rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand.  Nothing contained in
this Article XII or elsewhere in this Indenture or in the Securities is intended
to or  shall  (a)  impair,  as  between  the  Company  and  the  Holders  of the
Securities,   the   obligations   of  the   Company,   which  are  absolute  and
unconditional,  to pay to the Holders of the Securities the principal of and any
premium and interest  (including any  Additional  Interest) on the Securities as
and when the same shall become due and payable in  accordance  with their terms,
(b)  affect the  relative  rights  against  the  Company  of the  Holders of the
Securities  and  creditors of the Company other than their rights in relation to
the  holders  of Senior  Debt or (c)  prevent  the  Trustee or the Holder of any
Security  (or to  the  extent  expressly  provided  herein,  the  holder  of any
Preferred   Security)  from  exercising  all  remedies  otherwise  permitted  by
applicable law upon default under this  Indenture,  including  filing and voting
claims in any Proceeding,  subject to the rights, if any, under this Article XII
of the holders of Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

      SECTION 12.6. Trustee to Effectuate Subordination.

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

      SECTION 12.7. No Waiver of Subordination Provisions.

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

      (b) Without in any way limiting the  generality  of paragraph  (a) of this
Section  12.7,  the  holders of Senior  Debt may,  at any time and from to time,
without  the  consent  of or  notice  to  the  Trustee  or  the  Holders  of the
Securities,  without incurring  responsibility to such Holders of the Securities
and without  impairing or releasing the  subordination  provided in this Article
XII or the  obligations  hereunder  of such  Holders  of the  Securities  to the
holders  of Senior  Debt,  do any one or more of the  following:  (i) change the
manner,  place or terms of payment or extend the time of payment of, or renew or
alter,  Senior Debt, or otherwise  amend or supplement in any manner Senior Debt
or any instrument  evidencing the same or any agreement  under which Senior Debt
is outstanding, (ii) sell, exchange, release or otherwise deal with any property
pledged,  mortgaged or otherwise  securing Senior Debt, (iii) release any Person
liable in any


                                       61
<PAGE>

manner  for the  payment  of  Senior  Debt and (iv)  exercise  or  refrain  from
exercising any rights against the Company and any other Person.

      SECTION 12.8. Notice to Trustee.

      (a) The Company shall give prompt written notice to a Responsible  Officer
of the Trustee of any fact known to the Company  that would  prohibit the making
of  any   payment  to  or  by  the   Trustee  in  respect  of  the   Securities.
Notwithstanding  the  provisions  of this Article XII or any other  provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would  prohibit the making of any payment to or by the Trustee
in respect of the  Securities,  unless  and until a  Responsible  Officer of the
Trustee shall have received  written notice thereof from the Company or a holder
of Senior Debt or from any trustee, agent or representative therefor;  provided,
that if the Trustee  shall not have  received  the notice  provided  for in this
Section  12.8 at least two  Business  Days  prior to the date upon  which by the
terms  hereof any monies may become  payable  for any  purpose  (including,  the
payment of the  principal  of and any  premium  on or  interest  (including  any
Additional  Interest) on any Security),  then,  anything herein contained to the
contrary  notwithstanding,  the Trustee  shall have full power and  authority to
receive  such  monies and to apply the same to the  purpose  for which they were
received  and shall not be  affected by any notice to the  contrary  that may be
received by it within two Business Days prior to such date.

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

      SECTION 12.9.  Reliance on Judicial  Order or  Certificate  of Liquidating
Agent.

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


                                       62
<PAGE>

      SECTION 12.10. Trustee Not Fiduciary for Holders of Senior Debt.

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

      SECTION 12.11. Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee's Rights.

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

      SECTION 12.12. Article Applicable to Paying Agents.

      If at any time any Paying  Agent  other than the  Trustee  shall have been
appointed  by the Company and be then acting  hereunder,  the term  "Trustee" as
used in this  Article  XII  shall in such case  (unless  the  context  otherwise
requires) be construed  as extending to and  including  such Paying Agent within
its meaning as fully for all intents and  purposes as if such Paying  Agent were
named in this Article XII in addition to or in place of the  Trustee;  provided,
that  Sections 12.8 and 12.11 shall not apply to the Company or any Affiliate of
the Company if the Company or such Affiliate acts as Paying Agent.

                                     * * * *

      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.

                                     * * * *


                                       63
<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be duly
executed as of the day and year first above written.

                                        BLUEGREEN CORPORATION

                                        By: ____________________________________
                                            Name: ______________________________
                                            Title: _____________________________


                                        JPMORGAN CHASE BANK, NATIONAL
                                        ASSOCIATION, as Trustee

                                        By: ____________________________________
                                            Name: ______________________________
                                            Title: _____________________________


                                       64
<PAGE>

                                                                      Schedule A

                             DETERMINATION OF LIBOR

      With  respect  to  the  Securities,  the  London  interbank  offered  rate
("LIBOR")  shall be determined by the  Calculation  Agent in accordance with the
following provisions (in each case rounded to the nearest .000001%):

(1) On the second  LIBOR  Business  Day (as defined  below) prior to an Interest
Payment Date subsequent to expiration of the Fixed Rate Period (each such day, a
"LIBOR  Determination  Date"),  LIBOR  for  any  given  security  shall  for the
following interest payment period equal the rate, as obtained by the Calculation
Agent  from  Bloomberg  Financial  Markets  Commodities  News,  for  three-month
Eurodollar  deposits that appears on Dow Jones Telerate Page 3750 (as defined in
the International Swaps and Derivatives Association, Inc. 1991 Interest Rate and
Currency  Exchange  Definitions),  or such other page as may  replace  such Page
3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date.

(2) If, on any LIBOR  Determination Date, such rate does not appear on Dow Jones
Telerate  Page  3750 or such  other  page as may  replace  such Page  3750,  the
Calculation Agent shall determine the arithmetic mean of the offered  quotations
of the  Reference  Banks (as  defined  below)  to  leading  banks in the  London
interbank market for three-month  Eurodollar deposits in an amount determined by
the   Calculation   Agent  by  reference  to  requests  for   quotations  as  of
approximately  11:00 a.m. (London time) on the LIBOR  Determination Date made by
the Calculation  Agent to the Reference  Banks.  If, on any LIBOR  Determination
Date, at least two of the Reference Banks provide such  quotations,  LIBOR shall
equal such arithmetic mean of such  quotations.  If, on any LIBOR  Determination
Date,  only one or none of the Reference  Banks provide such  quotations,  LIBOR
shall be deemed to be the arithmetic mean of the offered quotations that leading
banks in the City of New York selected by the  Calculation  Agent are quoting on
the relevant LIBOR Determination Date for [three-month Eurodollar deposits in an
amount  determined by the Calculation Agent by reference to the principal London
offices of leading banks in the London interbank  market;  provided that, if the
Calculation  Agent is required but is unable to  determine a rate in  accordance
with at least one of the  procedures  provided  above,  LIBOR  shall be LIBOR as
determined on the previous LIBOR Determination Date.

(3) As used  herein:  "Reference  Banks"  means four  major  banks in the London
interbank  market  selected by the Calculation  Agent;  and "LIBOR Business Day"
means a day on which commercial banks are open for business  (including dealings
in foreign exchange and foreign currency deposits) in London.

                    Form of Officer's Financial Certificate

      The   undersigned,   the  [Chief   Financial   Officer/Treasurer/Assistant
Treasurer/ Secretary/ Assistant Secretary, Chairman/ViceChairman/Chief Executive
Officer/President/Vice  President] hereby certifies,  pursuant to Section 7.3(b)
of  the  Junior  Subordinated  Indenture,  dated  as  of  March  15,  2005  (the
"Indenture"),  among  Bluegreen  Corporation  (the "Company") and JPMorgan Chase
Bank, National Association, as trustee, that, as of [date], [20__], the Company,
if applicable, and its Subsidiary had the following ratios and balances:

As of [Quarterly/Annual Financial Date], 20__


                                  Schedule A-1
<PAGE>

Senior secured indebtedness for borrowed money ("Debt")                  $_____

Senior unsecured Debt                                                    $_____

Subordinated Debt                                                        $_____

Total Debt                                                               $_____

Ratio of (x) senior secured and unsecured Debt to (y) total Debt          _____%

[FOR FISCAL YEAR END:  Attached  hereto are the audited  consolidated  financial
statements  (including the balance sheet, income statement and statement of cash
flows,  and  notes  thereto,   together  with  the  report  of  the  independent
accountants  thereon) of the Company and its  consolidated  subsidiaries for the
three years ended [date], 20__.]

[FOR FISCAL  QUARTER END:  Attached  hereto are the unaudited  consolidated  and
consolidating  financial  statements  (including  the  balance  sheet and income
statement)  of the  Company  and its  consolidated  subsidiaries  for the fiscal
quarter ended [date], 20__.]

      The  financial  statements  fairly  present in all material  respects,  in
accordance with U.S.  generally accepted  accounting  principles  ("GAAP"),  the
financial  position of the Company and its  consolidated  subsidiaries,  and the
results of operations and changes in financial condition as of the date, and for
the [quarter] [annual] period ended [date],  20__, and such financial statements
have been prepared in accordance with GAAP consistently  applied  throughout the
period involved (expect as otherwise noted therein).


                                  Schedule A-2
<PAGE>

      IN WITNESS  WHEREOF,  the  undersigned  has duly executed  this  Officer's
Financial Certificate as of the day and year first written above.


                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________

                                           Bluegreen Corporation
                                           4960 Conference Way N.
                                           Boca Raton, FL 33431
                                           (561) 912-8010


                                  Schedule A-3