Unassociated Document


  
     

    JUNIOR
SUBORDINATED INDENTURE

     

    between

     

    CAPITAL
TRUST, INC.

     

    and

     

    THE BANK
OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,

    as Trustee

    ________________

     

    Dated as
of March 16, 2009

    ________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

     

    Page

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  ARTICLE
      I Definitions and Other Provisions of General Application

                                                	
                                                   
      1

                                                
	 	 	 
	
                                                  SECTION
      1.1

                                                	
                                                  Definitions

                                                	
                                                  1

                                                
	
                                                  SECTION
      1.2

                                                	
                                                  Compliance
      Certificate and Opinions

                                                	
                                                  8

                                                
	
                                                  SECTION
      1.3

                                                	
                                                  Forms
      of Documents Delivered to Trustee

                                                	
                                                  9

                                                
	
                                                  SECTION
      1.4

                                                	
                                                  Acts
      of Holders

                                                	
                                                  9

                                                
	
                                                  SECTION
      1.5

                                                	
                                                  Notices,
      Etc.  to Trustee and Company

                                                	
                                                  11

                                                
	
                                                  SECTION
      1.6

                                                	
                                                  Notice
      to Holders; Waiver

                                                	
                                                  12

                                                
	
                                                  SECTION
      1.7

                                                	
                                                  Effect
      of Headings and Table of Contents

                                                	
                                                  12

                                                
	
                                                  SECTION
      1.8

                                                	
                                                  Successors
      and Assigns

                                                	
                                                  12

                                                
	
                                                  SECTION
      1.9

                                                	
                                                  Separability
      Clause

                                                	
                                                  13

                                                
	
                                                  SECTION
      1.10

                                                	
                                                  Benefits
      of Indenture

                                                	
                                                  13

                                                
	
                                                  SECTION
      1.11

                                                	
                                                  Governing
      Law

                                                	
                                                  13

                                                
	
                                                  SECTION
      1.12

                                                	
                                                  Submission
      to Jurisdiction

                                                	
                                                  13

                                                
	
                                                  SECTION
      1.13

                                                	
                                                  Non-Business
      Days

                                                	
                                                  13

                                                
	 	 	 
	
                                                  ARTICLE
      II Security Forms

                                                	
                                                   
      14

                                                
	 	 	 
	
                                                  SECTION
      2.1

                                                	
                                                  Form
      of Security

                                                	
                                                  14

                                                
	
                                                  SECTION
      2.2

                                                	
                                                  Restricted
      Legend.

                                                	
                                                  18

                                                
	
                                                  SECTION
      2.3

                                                	
                                                  Form
      of Trustee’s Certificate of Authentication.

                                                	
                                                  20

                                                
	
                                                  SECTION
      2.4

                                                	
                                                  Temporary
      Securities.

                                                	
                                                  20

                                                
	
                                                  SECTION
      2.5

                                                	
                                                  Definitive
      Securities.

                                                	
                                                  20

                                                
	 	 	 
	
                                                  ARTICLE
      III The Securities

                                                	
                                                   
      21

                                                
	 	 	 
	
                                                  SECTION
      3.1

                                                	
                                                  Payment
      of Principal and Interest.

                                                	
                                                  21

                                                
	
                                                  SECTION
      3.2

                                                	
                                                  Denominations.

                                                	
                                                  23

                                                
	
                                                  SECTION
      3.3

                                                	
                                                  Execution,
      Authentication, Delivery and Dating.

                                                	
                                                  23

                                                
	
                                                  SECTION
      3.4

                                                	
                                                  Global
      Securities.

                                                	
                                                  24

                                                
	
                                                  SECTION
      3.5

                                                	
                                                  Registration,
      Transfer and Exchange Generally.

                                                	
                                                  25

                                                
	
                                                  SECTION
      3.6

                                                	
                                                  Mutilated,
      Destroyed, Lost and Stolen Securities.

                                                	
                                                  27

                                                
	
                                                  SECTION
      3.7

                                                	
                                                  Persons
      Deemed Owners.

                                                	
                                                  28

                                                
	
                                                  SECTION
      3.8

                                                	
                                                  Cancellation.

                                                	
                                                  28

                                                
	
                                                  SECTION
      3.9

                                                	
                                                  Reserved.

                                                	
                                                  28

                                                
	
                                                  SECTION
      3.10

                                                	
                                                  Reserved.

                                                	
                                                  28

                                                
	
                                                  SECTION
      3.11

                                                	
                                                  Agreed
      Tax Treatment.

                                                	
                                                  28

                                                
	
                                                  SECTION
      3.12

                                                	
                                                  CUSIP
      Numbers.

                                                	
                                                  28

                                                
	 	 	 
	
                                                  ARTICLE
      IV Satisfaction and Discharge

                                                	
                                                   
      29

                                                
	 	 	 
	
                                                  SECTION
      4.1

                                                	
                                                  Satisfaction
      and Discharge of Indenture.

                                                	
                                                  29

                                                
	
                                                  SECTION
      4.2

                                                	
                                                  Application
      of Trust Money.

                                                	
                                                  30

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  ARTICLE
      V Remedies

                                                	
                                                  30

                                                
	 	 	 
	
                                                  SECTION
      5.1

                                                	
                                                  Events
      of Default.

                                                	
                                                  30

                                                
	
                                                  SECTION
      5.2

                                                	
                                                  Acceleration
      of Maturity; Rescission and Annulment.

                                                	
                                                  31

                                                
	
                                                  SECTION
      5.3

                                                	
                                                  Collection
      of Indebtedness and Suits for Enforcement by Trustee.

                                                	
                                                  32

                                                
	
                                                  SECTION
      5.4

                                                	
                                                  Trustee
      May File Proofs of Claim.

                                                	
                                                  32

                                                
	
                                                  SECTION
      5.5

                                                	
                                                  Trustee
      May Enforce Claim Without Possession of Securities.

                                                	
                                                  33

                                                
	
                                                  SECTION
      5.6

                                                	
                                                  Application
      of Money Collected.

                                                	
                                                  33

                                                
	
                                                  SECTION
      5.7

                                                	
                                                  Limitation
      on Suits.

                                                	
                                                  33

                                                
	
                                                  SECTION
      5.8

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

                                                	
                                                  34

                                                
	
                                                  SECTION
      5.9

                                                	
                                                  Restoration
      of Rights and Remedies.

                                                	
                                                  34

                                                
	
                                                  SECTION
      5.10

                                                	
                                                  Rights
      and Remedies Cumulative.

                                                	
                                                  35

                                                
	
                                                  SECTION
      5.11

                                                	
                                                  Delay
      or Omission Not Waiver.

                                                	
                                                  35

                                                
	
                                                  SECTION
      5.12

                                                	
                                                  Control
      by Holders.

                                                	
                                                  35

                                                
	
                                                  SECTION
      5.13

                                                	
                                                  Waiver
      of Past Defaults.

                                                	
                                                  35

                                                
	
                                                  SECTION
      5.14

                                                	
                                                  Undertaking
      for Costs.

                                                	
                                                  36

                                                
	
                                                  SECTION
      5.15

                                                	
                                                  Waiver
      of Usury, Stay or Extension Laws.

                                                	
                                                  36

                                                
	 	 	 
	
                                                  ARTICLE
      VI The Trustee

                                                	
                                                   
      36

                                                
	 	 
	
                                                  SECTION
      6.1

                                                	
                                                  Corporate
      Trustee Required.

                                                	
                                                  36

                                                
	
                                                  SECTION
      6.2

                                                	
                                                  Certain
      Duties and Responsibilities.

                                                	
                                                  37

                                                
	
                                                  SECTION
      6.3

                                                	
                                                  Notice
      of Defaults.

                                                	
                                                  38

                                                
	
                                                  SECTION
      6.4

                                                	
                                                  Certain
      Rights of Trustee.

                                                	
                                                  38

                                                
	
                                                  SECTION
      6.5

                                                	
                                                  May
      Hold Securities.

                                                	
                                                  40

                                                
	
                                                  SECTION
      6.6

                                                	
                                                  Compensation;
      Reimbursement; Indemnity.

                                                	
                                                  40

                                                
	
                                                  SECTION
      6.7

                                                	
                                                  Resignation
      and Removal; Appointment of Successor.

                                                	
                                                  41

                                                
	
                                                  SECTION
      6.8

                                                	
                                                  Acceptance
      of Appointment by Successor.

                                                	
                                                  42

                                                
	
                                                  SECTION
      6.9

                                                	
                                                  Merger,
      Conversion, Consolidation or Succession to Business.

                                                	
                                                  42

                                                
	
                                                  SECTION
      6.10

                                                	
                                                  Not
      Responsible for Recitals or Issuance of Securities.

                                                	
                                                  43

                                                
	
                                                  SECTION
      6.11

                                                	
                                                  Appointment
      of Authenticating Agent.

                                                	
                                                  43

                                                
	 	 	 
	
                                                  ARTICLE
      VII Holder’s Lists and Reports by Company

                                                	
                                                   
      44

                                                
	 	 
	
                                                  SECTION
      7.1

                                                	
                                                  Company
      to Furnish Trustee Names and Addresses of Holders.

                                                	
                                                  44

                                                
	
                                                  SECTION
      7.2

                                                	
                                                  Preservation
      of Information, Communications to Holders.

                                                	
                                                  45

                                                
	
                                                  SECTION
      7.3

                                                	
                                                  Reports
      by Company.

                                                	
                                                  45

                                                
	 	 	 
	
                                                  ARTICLE
      VIII Consolidation, Merger, Conveyance, Transfer or Lease

                                                	
                                                   
      46

                                                
	 	 
	
                                                  SECTION
      8.1

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

                                                	
                                                  46

                                                
	
                                                  SECTION
      8.2

                                                	
                                                  Successor
      Company Substituted.

                                                	
                                                  47

                                                
	 	 	 
	
                                                  ARTICLE
      IX Supplemental Indentures

                                                	
                                                   
      47

                                                
	 	 
	
                                                  SECTION
      9.1

                                                	
                                                  Supplemental
      Indentures without Consent of Holders.

                                                	
                                                  47

                                                
	
                                                  SECTION
      9.2

                                                	
                                                  Supplemental
      Indentures with Consent of Holders.

                                                	
                                                  48

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        SECTION
      9.3

                                      	
                                        Execution
      of Supplemental Indentures.

                                      	
                                        49

                                      
	
                                        SECTION
      9.4

                                      	
                                        Effect
      of Supplemental Indentures.

                                      	
                                        49

                                      
	
                                        SECTION
      9.5

                                      	
                                        Reference
      in Securities to Supplemental Indentures.

                                      	
                                        49

                                      
	 	 	 
	
                                        ARTICLE
      X Covenants

                                      	
                                        49 
      

                                      
	 	 
	
                                        SECTION
      10.1

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

                                      	
                                        49

                                      
	
                                        SECTION
      10.2

                                      	
                                        Money
      for Security Payments to be Held in Trust.

                                      	
                                        49

                                      
	
                                        SECTION
      10.3

                                      	
                                        Statement
      as to Compliance.

                                      	
                                        50

                                      
	
                                        SECTION
      10.4

                                      	
                                        Calculation
      Agent.

                                      	
                                        51

                                      
	
                                        SECTION
      10.5

                                      	
                                        Reserved.

                                      	
                                        51

                                      
	
                                        SECTION
      10.6

                                      	
                                        Additional
      Covenants.

                                      	
                                        51

                                      
	
                                        SECTION
      10.7

                                      	
                                        Waiver
      of Covenants.

                                      	
                                        53

                                      
	
                                        SECTION
      10.8

                                      	
                                        Treatment
      of Securities.

                                      	
                                        53

                                      
	
                                        SECTION
      10.9

                                      	
                                        Inspection
      of Books and Records

                                      	
                                        53

                                      
	 	 	 
	
                                        ARTICLE
      XI Redemption of Securities

                                      	
                                        54

                                      
	 	 
	
                                        SECTION
      11.1

                                      	
                                        Optional
      Redemption.

                                      	
                                        54

                                      
	
                                        SECTION
      11.2

                                      	
                                        Reserved.

                                      	
                                        54

                                      
	
                                        SECTION
      11.3

                                      	
                                        Election
      to Redeem; Notice to Trustee.

                                      	
                                        54

                                      
	
                                        SECTION
      11.4

                                      	
                                        Selection
      of Securities to be Redeemed.

                                      	
                                        54

                                      
	
                                        SECTION
      11.5

                                      	
                                        Notice
      of Redemption.

                                      	
                                        55

                                      
	
                                        SECTION
      11.6

                                      	
                                        Deposit
      of Redemption Price.

                                      	
                                        55

                                      
	
                                        SECTION
      11.7

                                      	
                                        Payment
      of Securities Called for Redemption.

                                      	
                                        56

                                      
	 	 	 
	
                                        ARTICLE
      XII Subordination of Securities

                                      	
                                        
                                          56

                                        

                                      
	 	 
	
                                        SECTION
      12.1

                                      	
                                        Securities
      Subordinate to Senior Debt.

                                      	
                                        56

                                      
	
                                        SECTION
      12.2

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

                                      	
                                        56

                                      
	
                                        SECTION
      12.3

                                      	
                                        Payment
      Permitted If No Default.

                                      	
                                        58

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  	
                          SECTION
      12.4

                        	
                          Subrogation
      to Rights of Holders of Senior Debt.

                        	
                          58

                        
	
                          SECTION
      12.5

                        	
                          Provisions
      Solely to Define Relative Rights.

                        	
                          59

                        
	
                          SECTION
      12.6

                        	
                          Trustee
      to Effectuate Subordination.

                        	
                          59

                        
	
                          SECTION
      12.7

                        	
                          No
      Waiver of Subordination Provisions.

                        	
                          59

                        
	
                          SECTION
      12.8

                        	
                          Notice
      to Trustee.

                        	
                          60

                        
	
                          SECTION
      12.9

                        	
                          Reliance
      on Judicial Order or Certificate of Liquidating Agent.

                        	
                          60

                        
	
                          SECTION
      12.10

                        	
                          Trustee
      Not Fiduciary for Holders of Senior Debt.

                        	
                          61

                        
	
                          SECTION
      12.11

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

                        	
                          61

                        
	
                          SECTION
      12.12

                        	
                          Article
      Applicable to Paying Agents

                        	
                          61

                        
	
                          SECTION
      12.13

                        	
                           

                        	
                          61

                        


                

              

            

          

        

      

       

    

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    SCHEDULES

     

    Schedule
A–Determination of LIBOR

     

    Exhibit
A–Form of Officer’s Financial Certificate

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

     

    Junior
Subordinated Indenture, dated as of March 16, 2009, between Capital Trust, Inc.,
a Maryland corporation (the “Company”), and The Bank of
New York Mellon Trust Company, National Association, a national banking
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”), 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 herein 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;

     

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

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    (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.

     

     “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.

     

     “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.

     

    “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.

     

    “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.

     

    “Code” means the Internal
Revenue Code of 1986, as amended from time to time.

     

    “Commission” has the meaning
specified in Section
7.3(b).

     

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

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “Company Request” 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 601 Travis Street, 16th
Floor, Houston, Texas 77002 Attn: Global Corporate Trust — CDO
Group.  Initially, all notices and correspondence shall be addressed
to Mudassir Mohamed, telephone number (713) 483-6029.

     

    “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.

     

     “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.

     

    “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.

     

     “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.

     

    “EDGAR” has the meaning
specified in Section
7.3(c).

     

    “Equity Interests” means (a)
the partnership interests (general or limited) in a partnership, (b) the
membership interests in a limited liability company and (c) the shares or stock
interests  (both common stock and preferred stock) in a
corporation.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “Exchange Agreement” means
that certain Exchange Agreement executed and delivered contemporaneously with
this Indenture by the Company, Taberna Preferred Funding V, Ltd., Taberna
Preferred Funding VI, Ltd., Taberna Preferred Funding VIII, Ltd. and Taberna
Preferred Funding IX, Ltd., as the same may be amended from time to
time.

     

    “Expiration Date” has the
meaning specified in Section
1.4(h).

     

    “Fixed
Rate” means a rate equal to (a) for the Interest Period commencing on
March 16, 2009, and for each Interest Period thereafter through and
including April 29, 2012, a fixed rate equal to one percent (1%) per annum
and (b) for the Interest Period commencing on April 30, 2012 and for
each Interest Period thereafter through and including April 29, 2016, a fixed
rate equal to 7.23%.

     

    “Fixed Rate Period” has the
meaning specified in Section 3.1(a).

     

    “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.

     

    “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.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    “Interest Payment Date” means
January 30, April 30, July 30 and October 30 of each year, commencing on April
30, 2009, during the term of this Indenture.

     

    “Interest Period” means the
period commencing on an Interest Payment Date and continuing through and
including the day prior to the next succeeding Interest Payment
Date.

     

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

     

    “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.

     

     “Maturity” means, when used
with respect to any Security, 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 Chief Executive Officer, the President, a Managing
Director, a Director or a Vice President, or by the Chief Financial Officer, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company and delivered to the Trustee.

     

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

     

    “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 in trust 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;

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    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 unless the Company shall hold all
Outstanding Securities, 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.

     

    “Paying Agent” means the
Trustee or any Person (other than the Company or any Affiliate of the Company)
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, company, limited liability company, trust,
unincorporated association, or government, or any agency or political
subdivision thereof, or any other entity of whatever nature.

     

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

     

    “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(b).

     

     “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
Optional Redemption Price 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.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    “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).

     

    “REIT” has the meaning set
forth in Section
10.6(b).

     

    “Responsible Officer” means,
when used with respect to the Trustee, the officer in the Worldwide Securities
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
Equity Interests of rights entitling the holders thereof to subscribe for or
purchase Equity Interests or any class or series of Equity Interests in the
Company which rights (i) are deemed to be transferred with such Equity Interests
and (ii) are also issued in respect of future issuances of such Equity
Interests, 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.

     

    “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 debt (and guarantees, if any, in respect of any
such debt) issued to any trust (or a trustee of any such trust) 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, in each case pursuant to an instrument that ranks pari passu
with or junior in right of payment to this Indenture.  For the
avoidance of doubt, the proviso in the previous sentence (x) only refers to the
Company’s issuance of debt in connection with trust preferred securities
substantially similar to the Original Preferred Securities (which debt and trust
preferred securities may be pari passu with, or junior to, the Securities but
will not be entitled to the subordination provisions of Article XII) and (y) in
no way (i) affects the subordination of the Securities to other Senior Debt
pursuant to the provisions of Article XII or (ii) is a limitation on the
Company’s ability to issue additional Debt or other securities.

     

    “Shareholders Act” means the
Shareholders Communication Act of 1985 (as amended from time to
time).

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

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

     

    “Stated Maturity” means April
30, 2036.

     

    “Subsidiary” of a Person means
(a) any corporation more than 50% of the outstanding securities having ordinary
voting power of which shall at the time be owned or controlled, directly or
indirectly, by such Person and/or by one or more of its Subsidiaries or (b) any
partnership, limited liability company, association, joint venture or similar
business organization more than 50% of the ownership interests having ordinary
voting power of which shall at the time be owned or controlled, directly or
indirectly, by such Person and/or by one or more of its
Subsidiaries.  Unless otherwise expressly provided, all references
herein to a “Subsidiary” shall mean a Subsidiary of the Company.

     

    “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.

     

    
      	 	
              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 or opinion 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

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    (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 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.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (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 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.

            


    

     

    (a)           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:

     

    (i)           the
Trustee by any Holder 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

     

    (ii)          the
Company by the Trustee or any Holder shall be sufficient for every purpose
hereunder if in writing and mailed, first class, postage prepaid, to the Company
addressed to it at 410 Park Avenue, 14th
Floor, New York, New York 10022 or at any other address previously furnished in
writing to the Trustee by the Company.

     

    (b)           The
Trustee may, but is not required to, rely upon and comply with instructions and
directions sent by email or facsimile, (or any other reasonable means of
communication) by persons believed by the Trustee in good faith to be authorized
to provide such instructions or direction; provided, however, that the Trustee
may require such additional evidence, confirmation or certification from any
such party or parties as the Trustee, in its reasonable discretion, deems
necessary or advisable before acting or refraining from acting upon any such
instruction or direction.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (c)           Subject
to Section 1.5(b) above, the Trustee agrees to accept and act upon instructions
or directions pursuant to this Agreement sent by unsecured email, facsimile
transmission or other similar unsecured electronic methods; provided, however,
that any Person providing such instructions or directions shall provide to the
Trustee an incumbency certificate listing such designated persons, which
incumbency certificate shall be amended whenever a person is to be added or
deleted from the listing.  If such Person elects to give the Trustee
email or facsimile instructions (or instructions by a similar electronic method)
the Trustee’s understanding of such instructions shall be deemed
controlling.  The Trustee shall not be liable for any losses, costs or
expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such instructions notwithstanding such instructions conflict or
are inconsistent with a subsequent written instruction.  Each Person
providing instructions or directions to the Trustee hereunder agrees to assume
all risks arising out of the use of such electronic methods to submit
instructions and directions to the Trustee, including without limitation the
risk of the Trustee acting, in good faith, on unauthorized instructions, and the
risk of interception and misuse by third parties.

     

    
      	 	
              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 (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice.  If, by reason of the
suspension of or irregularities 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.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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, and the Holders of the 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).

     

    
      	 	
              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.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II

     

    Security
Forms

     

    
      	 	
              SECTION
      2.1

            	
              Form
      of Security.

            


    

     

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

     

    CAPITAL
TRUST, INC.

     

    Junior
Subordinated Note due 2036

     

    
      
        	No.  _____________  	
                $
      ____________ 

              


      

       

    

    Capital
Trust, Inc., a corporation organized and existing under the laws of Maryland
(hereinafter called the “Company,” which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________________, or registered
assigns, the principal sum of __________ Dollars ($_______) [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 April 30, 2036. The Company further
promises to pay interest on said principal sum from March 16, 2009 or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, quarterly in arrears on January 30, April 30, July 30 and October
30 of each year, commencing April 30, 2009, 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 the applicable Fixed Rate through the Interest Payment
Date occurring in April, 2016 (the “Fixed Rate Period”) and
thereafter at a variable rate equal to LIBOR plus 2.44% per annum until the
principal hereof is paid or duly provided for or made available for payment;
provided, further, that any overdue
principal, premium, if any, and any overdue installment of interest shall bear
Additional Interest at a fixed rate equal to the applicable Fixed Rate then in
effect through the Interest Payment Date occurring in April, 2016 and thereafter
at a variable rate equal to LIBOR plus 2.44% 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.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    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 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.

     

    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.

     

    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 16, 2009 (the
“Indenture”), between
the Company and The Bank of New York Mellon Trust Company, National Association,
as Trustee (in such capacity, the “Trustee,” which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Debt and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    All terms
used in this Security that are not defined herein shall have the meanings
assigned to them in the Indenture.

     

    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) 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, (or of the redeemed portion hereof, 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.

     

    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 aggregate 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 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.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is restricted to transfers to (i) the Company,
(ii) “Qualified Institutional Buyers” (as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”)), (iii)
outside the United States in an offshore transaction in accordance with
Regulation S under the Securities Act, (iv) pursuant to an effective
registration statement under the Securities Act or (v) pursuant to another
exemption from registration under the Securities Act and, in the case of clauses
(ii), (iii), (iv) or (v), a person whom the Company reasonably believes also is
a “Qualified Purchaser” (as defined in Section 2(a)(51) of 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__.

     

    
      
        	 	
                Capital
      Trust, Inc.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


      

    

    
      	
               
      

            	
               

            


    

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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 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 INSTITUTIONAL BUYER” (AS DEFINED IN RULE
144A OF THE SECURITIES ACT), (III) OUTSIDE THE UNITED STATES IN  AN
OFFSHORE TRANSACTION IN  ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES  ACT, (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, OR (V) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT AND, IN THE CASE OF CLAUSES II, III, IV, OR V, TO A
PERSON WHOM THE ISSUER REASONABLY BELIEVES ALSO 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.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    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
PLAN, 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.”

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      	 	
              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:

              	
                [TRUSTEE], 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.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
III

     

    The
Securities

     

    
      	 	
              SECTION
      3.1

            	
              Payment
      of Principal and Interest.

            


    

     

    (a)           The
unpaid principal amount of the Securities shall bear interest at the applicable
Fixed Rate through the Interest Payment Date occurring in April 2016 (the “Fixed Rate Period”), and
thereafter at a variable rate equal to LIBOR plus 2.44% per annum, until paid as
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.  Any overdue principal, premium, if any, and any overdue
installment of interest shall bear Additional Interest at a fixed rate equal to
the applicable Fixed Rate through the Interest Payment Date in April, 2016, and
thereafter at a variable rate equal to LIBOR plus 2.44% 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 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

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (ii)           The
Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange or automated
quotation system on which the Securities may be listed, traded or quoted and,
upon such notice as may be required by such exchange or automated quotation
system (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, 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 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.

     

    (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.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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 One Hundred
Eighteen Million Five Hundred Ninety-Three Thousand Seven Hundred Fifty Dollars
($118,593,750) 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 Chief Executive
Officer, its President, a Managing Director, a Director or one of its Vice
Presidents or by the Chief Financial Officer, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary.  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 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.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	
              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 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.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    (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)           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.

     

    (f)           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.

     

    (g)           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 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.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    (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 (i) the Company, (ii) a “qualified
institutional  buyer” (as defined in Rule 144A of the Securities Act),
(iii) outside the United States in an offshore transaction in accordance with
Regulation S under the Securities Act, (iv) pursuant to an effective
registration statement under the Securities Act or (v) pursuant to another
exemption from registration under the Securities Act and, in the case of clauses
(ii), (iii), (iv) or (v), to a Person whom the Company reasonably believes is
also a “Qualified Purchaser”, as such term is defined in Section 2(a)(51) of the
Investment Company Act.

     

    (j)           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 Code, 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.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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 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.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    (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

            	
              Reserved.

            


    

     

    
      	 	
              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, each 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 and foreign 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.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    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 as trust 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 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

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    (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(d), 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 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):

     

    (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 in any material
respect 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;

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    (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 ninety (90) consecutive days; or

     

    (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.

     

    
      	 	
              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), 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 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

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

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

     

    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 (subject to Section 5.2(b) hereof) 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

     

    (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.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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.

     

    
      	 	
              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:

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    (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, 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.

            


    

     

    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.

     

    
      	 	
              SECTION
      5.9

            	
              Restoration
      of Rights and Remedies.

            


    

     

    If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or
such Holder then and in every such case the Company, the Trustee and such
Holders 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 and such Holder shall continue as though
no such proceeding had been instituted.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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 or any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article V or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or the Holders, as the case may
be.

     

    
      	 	
              SECTION
      5.12

            	
              Control
      by Holders.

            


    

     

    The
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities  shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee; provided, that:

     

    (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 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 Outstanding 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

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    (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
Outstanding 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 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 in such 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 or national banking
association 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 entity 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 entity 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.

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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 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,
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 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 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:

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    (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;
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.

     

    
      	 	
              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, 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 (10) 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;

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    (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
pursuant to this Indenture, unless such Holders 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;

     

    (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
Trustee (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;

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

    (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
agree 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 actually 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.

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    (c)           The
Trustee may be removed only 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 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 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
(or, if the Securities have been Outstanding for less than six (6) months, the
entire period of such lesser time) 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.

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      	 	
              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.

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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 or national banking association
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.

     

    (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.

     

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

     

    (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 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, in addition to the Trustee’s
certificate of authentication, an alternative certificate of authentication in
the following form:

     

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

     

    
      
        
          
            	
                    Dated:

                  	[Trustee],
      not in its individual capacity, but solely as Trustee	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Authenticating
      Agent	 


          

        

      

      
        
          
            	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Authorized
      Signatory	 


          

        

      

    

     

    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.

     

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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)           Unless
filed with the Securities and Exchange Commission (the “Commission”) as contemplated
in Section
7.3(c) below, the Company shall furnish to each of (i) the Trustee, (ii)
the Holders and to subsequent holders of Securities, (iii) Taberna Capital
Management, LLC, 450 Park Avenue, 11th
Floor, New York, New York 10022, Attn:  Raphael Licht (or such
other address as designated by Taberna Capital Management, LLC) 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 Taberna Capital
Management, LLC), a duly completed and executed certificate substantially and
substantively in 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 (x) so long as the
Company is registered with the Commission, not later than the time periods in
which such quarterly reports would be required to be filed with the Commission
after the end of each of the first three fiscal quarters of each fiscal year of
the Company and not later than the time periods within which such annual report
would be required to be filed with the Commission after the end of each fiscal
year of the Company or (y) at any time that the Company is not registered with
the Commission, 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.

     

    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    

     

    (c)           If
the Company intends to file its annual and quarterly information with 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, and
shall satisfy its obligations to the Trustee and the Holders of the Securities
under Section
7.3(b). 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
(i) 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
(ii) 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;

     

    (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.

     

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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
indentures supplemental hereto, in form reasonably satisfactory to the Trustee,
and upon request by the Company (provided that all conditions precedent thereto
have been met), the Trustee shall enter into such indenture supplemental hereto
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
evidence and provide for the acceptance of appointment hereunder by a successor
trustee; or

     

    (c)           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 (c) shall not
adversely affect in any material respect the interests of any Holders;
or

     

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

     

    (d)           to
comply with the rules and regulations of any securities exchange or automated
quotation system on which any of the Securities may be listed, traded or quoted;
or

     

    (e)           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 (e)
shall not adversely affect in any material respect the interests of any Holders;
or

     

    (f)           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 (f) shall not adversely
affect in any material respect the interests of any Holders.

     

    
      	 	
              SECTION
      9.2

            	
              Supplemental
      Indentures with Consent of Holders.

            


    

     

    (a)           Subject
to Section 9.1, 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 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;

     

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

     

    (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,
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 theretofore or thereafter authenticated and delivered hereunder
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.

     

    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)           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
such 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 to so
act.

     

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

     

    (b)           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 (who by executing and delivering this Indenture
agrees to be so bound), 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.

     

    (c)           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.

     

    (d)           Any
money deposited with the Trustee or any Paying Agent 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 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.

            


    

     

    Upon the
reasonable request of the Holders of a majority in aggregate principal amount of
the Outstanding Securities, the Company shall deliver to the Trustee, within
thirty (30) days after such request, 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.

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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 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.  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 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

            	
              Reserved.

            


    

     

    
      	 	
              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 (x) 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 Equity Interests, (y)
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 any such
Subsidiary’s preferred stock or other Equity Interests entitling the holders
thereof to a stated rate of return (for the avoidance of doubt, whether such
preferred stock or other Equity Interests are perpetual or otherwise) other than
to the Company or (z) 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 Equity Interests 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 connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of Equity
Securities of the Company (or securities convertible into or exercisable for
such Equity Securities) as consideration in an acquisition transaction entered
into prior to the Event of Default, (B) as a result of an exchange or conversion
of any class or series of the Company’s Equity Interests (or any Equity
Securities of a Subsidiary of the Company) for any class or series of the
Company’s Equity Interests or of any class or series of the Company’s
indebtedness for any class or series of the Company’s Equity Interests, (C) the
purchase of fractional interests in shares of the Company’s Equity Interests
pursuant to the conversion or exchange provisions of such Equity Interests 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, (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, or (F) any declaration or payment of a dividend or other
distribution in order for the Company to maintain its status as a REIT, provided
that any such declaration or payment shall be in the form of stock to the extent
permitted by the Code and commercially reasonable to do so).

     

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

     

    (b)           The
Company covenants and agrees with each Holder of Securities that during the
period commencing on the date hereof and continuing through April 30, 2012, it
shall not declare or pay dividends or distributions on, or redeem, purchase, or
acquire any of the Company’s Equity Interests (for the avoidance of doubt the
Original Preferred Securities (as defined in the Exchange Agreement) shall not
be deemed to be Equity Interests of the Company), except for (A) repurchases,
redemptions or other acquisitions of Equity Interests 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 connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of Equity
Securities of the Company (or securities convertible into or exercisable for
such Equity Securities) as consideration in an acquisition transaction, (B) as a
result of an exchange or conversion of any class or series of the Company’s
Equity Interests (or any Equity Securities of a Subsidiary of the Company) for
any class or series of the Company’s Equity Interests or of any class or series
of the Company’s indebtedness for any class or series of the Company’s Equity
Interests, (C) the purchase of fractional interests in shares of the Company’s
Equity Interests pursuant to the conversion or exchange provisions of such
Equity Interests 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,  (E) any dividend in the form
of Equity Interests, warrants, options or other rights exercisable for Equity
Interests, or (F) any declaration or payment of a dividend or other distribution
in order for the Company to maintain its status as a REIT, provided that any
such declaration or payment shall be in the form of stock to the extent
permitted by the Code and commercially reasonable to do so.

     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

     

    (c)           As
of the date hereof, the Company is qualified as a real estate investment trust
(a “REIT”) under the
Code and no circumstance or event has occurred that would disqualify the Company
as a REIT.  Subject to the Company’s right to merge into an entity
that is not a real estate investment trust pursuant to Section 8.1 hereof, the
Company agrees to use its commercially reasonable efforts to, at all times meet
the requirements to qualify as a REIT unless and until the Board of Directors of
the Company determines that it is not in the best interests of the Company to be
organized as a REIT.

     

    
      	 	
              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 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.

     

    
      	 	
              SECTION
      10.9

            	
              Inspection
      of Books and Records

            


    

     

    .  If
the Company is no longer subject to the reporting requirements of the Exchange
Act and if an Event of Default has occurred and is continuing under his
Indenture, the Company shall permit the Holders to examine the books and records
of account of the Company and its Subsidiaries (and to make copies thereof and
extracts therefrom) and to discuss the affairs, finances and accounts of such
Persons with, and to be advised as to the same by, its officers, all at such
reasonable times and intervals during normal business hours as the Holders may
reasonably request, provided, that prior to any
such examination by the Holders, the Company and the Holders shall have entered
into a commercially reasonable confidentiality agreement.  The Holders
shall use good faith efforts to coordinate such inspections so as to minimize
the interference with and disruption to the Company’s normal business
operations.

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
XI

     

    Redemption
of Securities

     

    
      	 	
              SECTION
      11.1

            	
              Optional
      Redemption.

            


    

     

    The
Company may, at its option, 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 and
unpaid interest, including any Additional Interest, through but excluding the
date fixed as the Redemption Date (the “Optional Redemption
Price”).

     

    
      	 	
              SECTION
      11.2

            	
              Reserved.

            


    

     

    
      	 	
              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 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 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.

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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
Trustee).

     

    (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 (5th)
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 amount of and 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.

     

    
      	 	
              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  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.

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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.  Notwithstanding anything to the contrary contained
herein, the Original Preferred Securities and the Existing Subordinated Notes
(as defined in the Exchange Agreement) shall not be Senior Debt or otherwise
entitled to the subordination provisions of this Article XII and the Securities
shall be superior in right of payment to the Original Preferred Securities and
the Existing Subordinated Notes and shall be deemed to be senior debt for
purposes thereof, the Existing Indentures (as defined in the Exchange Agreement)
and the Trust Agreements (as defined in the Exchange Agreement).

     

    
      	 	
              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 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.

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

     

    (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 Equity Interests 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.

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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 (2) 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 (2) 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.

     

    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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
Trustee 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. For the avoidance of doubt, neither the
Company nor any Affiliate of the Company shall be permitted to serve as a Paying
Agent hereunder.

     

    
      	
               
      

            	
              SECTION
      12.13

            


    

     

    With
respect to Securities issued in the United States, the Shareholders Act requires
the Trustee to disclose to the issuers, upon their request, the name, address
and securities position of its customers who are (a) the "beneficial owners" (as
defined in the Shareholders Act) of the issuer’s Securities, if the beneficial
owner does not object to such disclosure, or (b) acting as a "respondent bank"
(as defined in the Shareholders Act) with respect to the
Securities.  (Under the Shareholders Act, "respondent banks" do not
have the option of objecting to such disclosure upon the issuers'
request.)  The Shareholders Act defines a "beneficial owner" as any
person who has, or shares, the power to vote a security (pursuant to an
agreement or otherwise), or who directs the voting of a security.  The
Shareholders Act defines a "respondent bank" as any bank, association or other
entity that exercises fiduciary powers which holds securities on behalf of
beneficial owners and deposits such securities for safekeeping with a bank, such
as the Trustee.  Under the Shareholders Act, each Holder is either the
"beneficial owner" or a "respondent bank."

     

    For
Purposes of this Indenture, until the Trustee receives a contrary written
instruction from a Holder, the Trustee shall assume that such Holder is the
beneficial owner of the Securities.

     

    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    

     

    For
purposes of this Indenture, until the Trustee receives a contrary instruction
from a Holder, the Trustee shall release the name, address and securities
position to any issuer which requests such information pursuant to the
Shareholders Act for the specific purpose of direct communications between such
issuer and such Holder.  With respect to Securities issued outside of
the United States, information shall be released to issuers only if required by
law or regulation of the particular country in which the Securities are
located.

     

    *
* * *

     

    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.

     

    *
* * *

     

    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        
          	 	
                  Capital
      Trust, Inc., a
      Maryland Corporation

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/
      Geoffrey G. Jervis	 
	 	 	Name: Geoffrey
      G. Jervis	 
	 	 	Title: Chief
      Financial Officer	 
	 	 	 	 


        

      

    

    
      
        
          
            
              
                
                  	 	The
      Bank of New York Mellon Trust Company, National Association, as
      Trustee 	 
	 	 	 
	
                           

                        	
                          By:
      

                        	/s/
      Bill Marshall	 
	 	 	Name: Bill
      Marshall	 
	 	 	Title: Vice
      President	 
	 	 	 	 


                

              

            

          

        

      

      
        	
                 
      

              	
                 

              


      

    

     

    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    

     

    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 a Interest Payment
Date after the expiration of the Fixed Rate Period (each such day, a “LIBOR Determination Date”),
LIBOR for any given security shall for the following Interest Period equal the
rate (expressed as a percentage per annum) for U.S. dollar deposits in Europe,
for a three (3) month period, that appears on Dow Jones Telerate (as defined in
the International Swaps and Derivatives Association, Inc. 2000 Interest Rate and
Currency Exchange Definitions) Page 3750, or such other page as may replace such
Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date, as
reported by Bloomberg Financial Market Commodities News or any successor
service. If such rate is superseded on Telerate Page 3750 by a corrected rate
before 12:00 noon (London time) on such LIBOR Determination Date, the corrected
rate as so substituted will be LIBOR for 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 (expressed
as a percentage per annum) of the Reference Banks (as defined below) to leading
banks in the London interbank market for U.S. dollar deposits in Europe, for a
three (3) month period, for an amount determined by the Calculation Agent (but
not less than U.S. $1,000,000) 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 (expressed as a
percentage per annum) that two (2) leading banks in The City of New York
selected by the Calculation Agent are quoting on the relevant LIBOR
Determination Date for U.S. dollar deposits in Europe, for a three (3) month
period, for an amount determined by the Calculation Agent (but not less than
U.S. $1,000,000); 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 (a) on which commercial banks are open for business (including dealings in
foreign exchange and foreign currency deposits) in London and (b) is not a
Saturday, Sunday or other day on which commercial banking institutions in New
York, New York are authorized or obligated by law or executive order to be
closed.

     

    
      
        
        

      

      
        Schedule
A-1

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

     

    Form
of Officer’s Financial Certificate

     

    (See
Attached)

     

    


    
 

    
      
         


      

      
        Schedule A-2

        
          

        

      

      
         


      

    

     

    
      CAPITAL
TRUST, INC.

      


      Chief Financial Officer’s
Certificate

      


      March __,
2009

      


      I, Geoffrey G. Jervis, the Chief
Financial Officer of Capital Trust, Inc. (the “Company”), hereby certify
that:

      


      (i)           as
of December 31, 2008, the Company had total consolidated assets of approximately
_______, and no event has occurred nor circumstance exists since such date that
materially and adversely affects the total assets of the Company;
and

      


      (ii)           the
Company (which, for purposes of this certificate, includes any predecessor
entity) has been in operation since at least 1997.

      


      [Signature
page follows]