JUNIOR
        SUBORDINATED INDENTURE
  between
  NORTHSTAR
        REALTY FINANCE LIMITED PARTNERSHIP,
 as
        Issuer,
   NORTHSTAR
        REALTY FINANCE CORP.,
 as
        Guarantor,
  and
  WILMINGTON
        TRUST COMPANY
 *as
        Trustee*
 
 Dated
        as
        of August 1, 2006







**TABLE
      OF CONTENTS**




**Page**ARTICLE
                IDefinitions
                and Other Provisions of General ApplicationSECTION
                1.1.
            
            Definitions
            
            1SECTION
                1.2.
            
            Compliance
                Certificate and Opinions
            
            10SECTION
                1.3.
            
            Forms
                of Documents Delivered to Trustee
            
            11SECTION
                1.4.
            
            Acts
                of Holders
            
            12SECTION
                1.5.
            
            Notices,
                Etc.
            
            13SECTION
                1.6.
            
            Notice
                to Holders; Waiver
            
            14SECTION
                1.7.
            
            Effect
                of Headings and Table of Contents
            
            14SECTION
                1.8.
            
            Successors
                and Assigns
            
            15SECTION
                1.9.
            
            Separability
                Clause
            
            15SECTION
                1.10.
            
            Benefits
                of Indenture
            
            15SECTION
                1.11.
            
            Governing
                Law
            
            15SECTION
                1.12.
            
            Submission
                to Jurisdiction
            
            15SECTION
                1.13.
            
            Non-Business
                Days
            
            15ARTICLE
                IISecurity
                FormsSECTION
                2.1.
            
            Form
                of Security
            
            16SECTION
                2.2.
            
            Restricted
                Legend
            
            20SECTION
                2.3.
            
            Form
                of Trustee’s Certificate of Authentication
            
            23SECTION
                2.4.
            
            Temporary
                Securities
            
            23SECTION
                2.5.
            
            Definitive
                Securities
            
            23ARTICLE
                IIIThe
                SecuritiesSECTION
                3.1.
            
            Payment
                of Principal and Interest
            
            24SECTION
                3.2.
            
            Denominations
            
            26SECTION
                3.3.
            
            Execution,
                Authentication, Delivery and Dating
            
            26SECTION
                3.4.
            
            Global
                Securities
            
            27SECTION
                3.5.
            
            Registration,
                Transfer and Exchange Generally
            
            29


-i-




SECTION
                3.6.
            
            Mutilated,
                Destroyed, Lost and Stolen Securities
            
            30SECTION
                3.7.
            
            Persons
                Deemed Owners
            
            31SECTION
                3.8.
            
            Cancellation
            
            31SECTION
                3.9.
            
            RESERVED
            
            31SECTION
                3.10.
            
            Right
                of Set-Off
            
            31SECTION
                3.11.
            
            Agreed
                Tax Treatment
            
            31SECTION
                3.12.
            
            CUSIP
                Numbers
            
            31ARTICLE
                IVSatisfaction
                and DischargeSECTION
                4.1.
            
            Satisfaction
                and Discharge of Indenture
            
            32SECTION
                4.2.
            
            Application
                of Trust Money
            
            33ARTICLE
                VRemediesSECTION
                5.1.
            
            Events
                of Default
            
            33SECTION
                5.2.
            
            Acceleration
                of Maturity; Rescission and Annulment
            
            34SECTION
                5.3.
            
            Collection
                of Indebtedness and Suits for Enforcement by Trustee
            
            36SECTION
                5.4.
            
            Trustee
                May File Proofs of Claim
            
            36SECTION
                5.5.
            
            Trustee
                May Enforce Claim Without Possession of Securities
            
            37SECTION
                5.6.
            
            Application
                of Money Collected
            
            37SECTION
                5.7.
            
            Limitation
                on Suits
            
            37SECTION
                5.8.
            
            Unconditional
                Right of Holders to Receive Principal, Premiumand
                Interest; Direct Action by Holders of Preferred Securities
            
            38SECTION
                5.9.
            
            Restoration
                of Rights and Remedies
            
            38SECTION
                5.10.
            
            Rights
                and Remedies Cumulative
            
            39SECTION
                5.11.
            
            Delay
                or Omission Not Waiver
            
            39SECTION
                5.12.
            
            Control
                by Holders
            
            39SECTION
                5.13.
            
            Waiver
                of Past Defaults
            
            39SECTION
                5.14.
            
            Undertaking
                for Costs
            
            40SECTION
                5.15.
            
            Waiver
                of Usury, Stay or Extension Laws
            
            40ARTICLE
                VIThe
                TrusteeSECTION
                6.1.
            
            Corporate
                Trustee Required
            
            41SECTION
                6.2.
            
            Certain
                Duties and Responsibilities
            
            41




-ii-




SECTION
                6.3.
            
            Notice
                of Defaults
            
            42SECTION
                6.4.
            
            Certain
                Rights of Trustee
            
            43SECTION
                6.5.
            
            May
                Hold Securities
            
            45SECTION
                6.6.
            
            Compensation;
                Reimbursement; Indemnity
            
            45SECTION
                6.7.
            
            Resignation
                and Removal; Appointment of Successor
            
            46SECTION
                6.8.
            
            Acceptance
                of Appointment by Successor
            
            47SECTION
                6.9.
            
            Merger,
                Conversion, Consolidation or Succession to Business
            
            47SECTION
                6.10.
            
            Not
                Responsible for Recitals or Issuance of Securities
            
            47SECTION
                6.11.
            
            Appointment
                of Authenticating Agent
            
            48ARTICLE
                VIIHolders'
                Lists and Reports by Trustee and CompanySECTION
                7.1.
            
            Company
                to Furnish Trustee Names and Addresses of Holders
            
            49SECTION
                7.2.
            
            Preservation
                of Information, Communications to Holders
            
            49SECTION
                7.3.
            
            Reports
                by Company and Trustee
            
            50ARTICLE
                VIIIConsolidation,
                Merger, Conveyance, Transfer or LeaseSECTION
                8.1.
            
            Company
                and Guarantor May Consolidate, Etc.,Only
                on Certain Terms
            
            51SECTION
                8.2.
            
            Successor
                Company or Guarantor Substituted
            
            52ARTICLE
                IXSupplemental
                IndenturesSECTION
                9.1.
            
            Supplemental
                Indentures without Consent of Holders
            
            53SECTION
                9.2.
            
            Supplemental
                Indentures with Consent of Holders
            
            53SECTION
                9.3.
            
            Execution
                of Supplemental Indentures
            
            54SECTION
                9.4.
            
            Effect
                of Supplemental Indentures
            
            55SECTION
                9.5.
            
            Reference
                in Securities to Supplemental Indentures
            
            55ARTICLE
                XCovenantsSECTION
                10.1.
            
            Payment
                of Principal, Premium and Interest
            
            55SECTION
                10.2.
            
            Money
                for Security Payments to be Held in Trust
            
            55SECTION
                10.3.
            
            Statement
                as to Compliance
            
            56




-iii-




SECTION
                10.4.
            
            Calculation
                Agent
            
            57SECTION
                10.5.
            
            Additional
                Tax Sums
            
            57SECTION
                10.6.
            
            Additional
                Covenants
            
            58SECTION
                10.7.
            
            Waiver
                of Covenants
            
            59SECTION
                10.8.
            
            Treatment
                of Securities
            
            59ARTICLE
                XIRedemption
                of SecuritiesSECTION
                11.1.
            
            Optional
                Redemption
            
            60SECTION
                11.2.
            
            Special
                Event Redemption
            
            60SECTION
                11.3.
            
            Election
                to Redeem; Notice to Trustee
            
            60SECTION
                11.4.
            
            Selection
                of Securities to be Redeemed
            
            60SECTION
                11.5.
            
            Notice
                of Redemption
            
            61SECTION
                11.6.
            
            Deposit
                of Redemption Price
            
            62SECTION
                11.7.
            
            Payment
                of Securities Called for Redemption
            
            62ARTICLE
                XIISubordination
                of SecuritiesSECTION
                12.1.
            
            Securities
                Subordinate to Senior Debt of the Company
            
            62SECTION
                12.2.
            
            No
                Payment When Senior Debt of the Company in Default;Payment
                Over of Proceeds Upon Dissolution, Etc.
            
            63SECTION
                12.3.
            
            Payment
                Permitted If No Default
            
            64SECTION
                12.4.
            
            Subrogation
                to Rights of Holders of Senior Debt of the Company
            
            64SECTION
                12.5.
            
            Provisions
                Solely to Define Relative Rights
            
            65SECTION
                12.6.
            
            Trustee
                to Effectuate Subordination
            
            65SECTION
                12.7.
            
            No
                Waiver of Subordination Provisions
            
            65SECTION
                12.8.
            
            Notice
                to Trustee
            
            66SECTION
                12.9.
            
            Reliance
                on Judicial Order or Certificate of Liquidating Agent
            
            67SECTION
                12.10.
            
            Trustee
                Not Fiduciary for Holders of Senior Debt of the Company
            
            67SECTION
                12.11.
            
            Rights
                of Trustee as Holder of Senior Debt of the Company;Preservation
                of Trustee’s Rights
            
            67SECTION
                12.12.
            
            Article
                Applicable to Paying Agents
            
            67ARTICLE
                XIIIGuaranteeSECTION
                13.1.
            
            The
                Guarantee
            
            68




-iv-




SECTION
                13.2.
            
            Guarantee
                Unconditional, etc.
            
            68SECTION
                13.3.
            
            Reinstatement
            
            69SECTION
                13.4.
            
            Subrogation
            
            69ARTICLE
                XIVSubordination
                of GuaranteeSECTION
                14.1.
            
            Securities
                Subordinate to Senior Debt of the Guarantor
            
            69SECTION
                14.2.
            
            No
                Payment When Senior Debt of the Guarantor in Default;Payment
                Over of Proceeds Upon Dissolution, Etc.
            
            69SECTION
                14.3.
            
            Payment
                Permitted If No Default
            
            71SECTION
                14.4.
            
            Subrogation
                to Rights of Holders of Senior Debt of the Guarantor
            
            71SECTION
                14.5.
            
            Provisions
                Solely to Define Relative Rights
            
            72SECTION
                14.6.
            
            Trustee
                to Effectuate Subordination
            
            72SECTION
                14.7.
            
            No
                Waiver of Subordination Provisions
            
            72SECTION
                14.8.
            
            Notice
                to Trustee
            
            73SECTION
                14.9.
            
            Reliance
                on Judicial Order or Certificate of Liquidating Agent
            
            73SECTION
                14.10.
            
            Trustee
                Not Fiduciary for Holders of Senior Debt of the Guarantor
            
            74SECTION
                14.11.
            
            Rights
                of Trustee as Holder of Senior Debt of the Guarantor; Preservation
                of Trustee’s Rights
            
            74SECTION
                14.12.
            
            Article
                Applicable to Paying Agents
            
            74




SCHEDULES


Schedule
                  A
              
              Determination
                  of LIBORExhibit
                  A
              
              Form
                  of Officer’s Financial CertificateExhibit
                  B
              
              Form
                  of Officer’s Certificate pursuant to Section
                  10.3




-v-


J UNIOR S UBORDINATED I NDENTURE *Company* ”),
        NorthStar Realty Finance Corp., a Maryland corporation (the “ *Guarantor* ”),  and
        Wilmington Trust Company, a Delaware banking corporation, as Trustee (in
        such
        capacity, the “ *Trustee* ”).





R ECITALS O F T HE C OMPANY


W HEREAS ,
        the
        Company has duly authorized the execution and delivery of this Indenture
        to
        provide for the issuance of its unsecured junior subordinated notes (the
        “ *Securities* ”)
        issued
        to evidence loans made to the Company of the proceeds from the issuance by
        NorthStar Realty Finance Trust V, a Delaware statutory trust (the “ *Trust* ”),
        of
        undivided preferred beneficial interests in the assets of the Trust (the
        “ *Preferred
        Securities* ”)
        and
        undivided common beneficial interests in the assets of the Trust (the
“ *Common
        Securities* ”
and,
        collectively with the Preferred Securities, the “ *Trust
        Securities* ”),
        and
        to provide the terms and conditions upon which the Securities are to be
        authenticated, issued and delivered; and the Guarantor has duly authorized
        the
        issuance of its guarantee of the Securities (the “ *Guarantee* ”)
        under
        this Indenture; and




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




Now,
      therefore, this Indenture Witnesseth:




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




ARTICLE
      I




Definitions
      and Other Provisions of General Application




SECTION
      1.1.  *Definitions.*




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




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




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




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




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




B-1




(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




(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.




“ *Additional
      Tax Sums* ”
has
      the
      meaning specified in Section
      10.5 .




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




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




“ *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 the Guarantor, as the context requires,
      or any duly authorized committee of that board.




B-2




“ *Board
      Resolution* ”
means
      a
      copy of a resolution certified by the Secretary or an Assistant Secretary of
      the
      Company or the Guarantor, as the context requires, 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.




“ *Commission* ”
means
      the Securities and Exchange Commission.




“ *Common
      Securities* ”
has
      the
      meaning specified in the first recital of this Indenture.




“ *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.




“ *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, its President, its Chief Financial
      Officer, its Treasurer, its Secretary, a Vice President, an Assistant Treasurer
      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 Rodney Square North, 1100 North Market Street,
      Wilmington, Delaware 19890-0001, Attention: Corporate Capital
      Markets.




“ *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).




B-3




“ *Defaulted
      Interest* ”
has
      the
      meaning specified in Section
      3.1 .




“ *Delaware
      Trustee* ”
means,
      with respect to the Trust, the Person identified as the “Delaware Trustee” in
      the Trust Agreement, solely in its capacity as Delaware Trustee of the Trust
      under the Trust Agreement and not in its individual capacity, or its successor
      in interest in such capacity, or any successor Delaware Trustee appointed as
      therein provided.




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




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




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




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




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




“ *EDGAR”* means
      the
      Commission’s Electronic Data Gathering, Analysis and Retrieval
      system.




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




“ *Event
      of Default* ”
has
      the
      meaning specified in Section
      5.1 .




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




“ *Expiration
      Date* ”
has
      the
      meaning specified in Section
      1.4 .




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




B-4




“ *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.




“ *Guarantee* ”
has
      the
      meaning specified in the first recital of this Indenture.




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




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




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




“ *Interest
      Payment Date* ”
means
      March 30 th ,
      June
      30 th ,
      September 30 th and
      December 30 th of each
      year, commencing on September 30, 2006, during the term of this
      Indenture.




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




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




B-5




“ *LIBOR* ”
has
      the
      meaning specified in Schedule
      A .




“ *LIBOR
      Business Day* ”
has
      the
      meaning specified in Schedule
      A .




“ *LIBOR
      Determination Date* ”
has
      the
      meaning specified in Schedule
      A .




*“Liquidation
      Amount”* has
      the
      meaning specified in the Trust Agreement.




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




“ *Notice
      of Default* ”
means
      a
      written notice of the kind specified in Section
      5.1(d) .




“ *Officer’s
      Certificate* ”
means
      a
      certificate signed by the Chairman of the Board, a Vice Chairman of the Board,
      the Chief Executive Officer, the President, the Chief Financial Officer, the
      Treasurer, the Secretary, a Vice President, an Assistant Treasurer or an
      Assistant Secretary, of the Company or the Guarantor, as applicable, 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 the Guarantor or any Affiliate of the Company or the Guarantor.




“ *Original
      Issue Date* ”
means
      the date of original issuance of each Security.




“ *Outstanding* ”
means,
      when used in reference to any Securities, as of the date of determination,
      all
      Securities theretofore authenticated and delivered under this Indenture,
      except:




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




(ii)  Securities
      for whose payment or redemption money in the necessary amount has been
      theretofore deposited with the Trustee or any Paying Agent (other than the
      Company or the Guarantor) in trust or set aside and segregated in trust by
      the
      Company (if the Company shall act as its own Paying Agent) for the Holders
      of
      such Securities; *provided* ,
      that,
      if such Securities are to be redeemed, notice of such redemption has been duly
      given pursuant to this Indenture or provision therefor satisfactory to the
      Trustee has been made; and




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




*provided* ,
      that,
      in determining whether the Holders of the requisite principal amount of
      Outstanding Securities have given any request, demand, authorization, direction,
      notice, consent or waiver hereunder, Securities owned by the Company, the
      Guarantor or any other obligor upon the Securities or any Affiliate of the
      Company, the Guarantor or such other obligor shall be disregarded and deemed
      not
      to be Outstanding, except that, in determining whether the Trustee shall be
      protected in relying upon any such request, demand, authorization, direction,
      notice, consent or waiver, only Securities that a Responsible Officer of the
      Trustee actually knows to be so owned shall be so disregarded. Securities so
      owned that have been pledged in good faith may be regarded as Outstanding if
      the
      pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
      act with respect to such Securities and that the pledgee is not the Company,
      the
      Guarantor or any other obligor upon the Securities or any Affiliate of the
      Company, the Guarantor or such other obligor. Notwithstanding anything herein
      to
      the contrary, Securities initially issued to the Trust that are owned by the
      Trust shall be deemed to be Outstanding notwithstanding the ownership by the
      Company or an Affiliate of any beneficial interest in the Trust.




B-6




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




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




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




“ *Preferred
      Securities* ”
has
      the
      meaning specified in the first recital of this Indenture.




“ *Predecessor
      Security* ”
of
      any
      particular Security means every previous Security evidencing all or a portion
      of
      the same debt as that evidenced by such particular Security. For the purposes
      of
      this definition, any security authenticated and delivered under Section
      3.6 in lieu
      of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence
      the same debt as the mutilated, destroyed, lost or stolen Security.




“ *Proceeding* ”
has
      the
      meaning specified in Section
      12.2 .




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




“ *Purchase
      Agreement* ”
means
      the Purchase Agreement, dated August 1, 2006, among the Company, the Guarantor,
      the Trust and the Purchaser.




“ *Purchaser* ”
means
      TWE, Ltd., as purchaser of the Preferred Securities pursuant to the Purchase
      Agreement.




B-7




“ *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
      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 .




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




“ *Responsible
      Officer* ”
means,
      with respect to the Trustee, any Senior Vice President, any Vice President,
      any
      Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer,
      any Assistant Treasurer, any Trust Officer or Assistant Trust Officer, or any
      other officer in the Corporate Trust Office of the Trustee with direct
      responsibility for the administration of this Indenture and also means, with
      respect to a particular corporate trust matter, any other officer of the Trustee
      to whom such matter is referred because of that officer’s knowledge of and
      familiarity with the particular subject.




“ *Rights
      Plan* ”
means
      a
      plan of the Company or the Guarantor providing for the issuance by the Company
      or the Guarantor to all holders of its Equity Interests of rights entitling
      the
      holders thereof to subscribe for or purchase Equity Interests of the Company
      or
      the Guarantor, as applicable, 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
      Credit Facility* ”
means
      the Master Loan, Guarantee and Security Agreement, dated as of September 28,
      2005, among the Company, NorthStar Realty Finance Corp., NS Advisors LLC, as
      Guarantor and Collateral Manager, the entities listed on the signature pages
      thereof, and Bank of America, N.A., as in effect on the date hereof and as
      such
      agreement may be amended, extended, refinanced or replaced from time to
      time.




“ *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, or the Guarantor, as the context requires, whether or not such
      claim for post-petition interest is allowed in such proceeding) all Debt of
      the
      Company, or the Guarantor, as the context requires, (including, without
      limitation, the Senior Credit Facility) 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; *provided,
      however,* that
      Senior Debt shall not include any other debt securities, and guarantees in
      respect of such debt securities, issued to any trust other than the Trust (or
      a
      trustee of such trust), partnership or other entity affiliated with the Company
      or the Guarantor that is a financing vehicle of the Company or the Guarantor
      (a
“financing entity”), in connection with the issuance by such financing entity of
      equity securities or other securities that rank pari passu with or junior in
      right of payment to the Securities, including, without limitation, (i) the
      debt
      securities of the Company issued under the Indenture, dated April 12, 2005,
      between the Company and JPMorgan Chase Bank, National Association, as trustee,
      (ii) the debt securities of the Company issued under the Indenture, dated May
      25, 2005, between the Company and JPMorgan Chase Bank, National Association,
      as
      trustee, (iii) the debt securities of the Company issued under the Indenture,
      dated November 22, 2005, between the Company and JPMorgan Chase Bank, National
      Association, as trustee, and (iv) the debt securities of the Company issued
      under the Indenture, dated March 10, 2006, between the Company and Wilmington
      Trust Company, as trustee.




B-8




“ *Special
      Event* ”
means
      the occurrence of an Investment Company Event or a Tax Event.




“ *Special
      Event Redemption Price* ”
has
      the
      meaning specified in Section
      11.2 .




“ *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
      September 30, 2036.




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




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




B-9




“ *Trust* ”
has
      the
      meaning specified in the first recital of this Indenture.




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




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




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




“ *Trust
      Securities* ”
has
      the
      meaning specified in the first recital of this Indenture.




SECTION
      1.2.  *Compliance
      Certificate and Opinions.*




(a)  Upon
      any
      application or request by the Company or the Guarantor to the Trustee to take
      any action under any provision of this Indenture, the Company or the Guarantor
      shall, if requested by the Trustee, furnish to the Trustee an Officer’s
      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, except that, in the
      case
      of any such application or request as to which the furnishing of such documents
      is specifically required by any provision of this Indenture relating to such
      particular application or request, no additional certificate or opinion need
      be
      furnished.




(b)  Every
      certificate delivered to the Trustee 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;




B-10




(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




(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 or the Guarantor 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 or the Guarantor
      stating that the information with respect to such factual matters is in the
      possession of the Company or the Guarantor, 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, Officer’s
      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.




B-11




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 or the Guarantor. 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
      or the Guarantor, if made in the manner provided in this Section
      1.4 .




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




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




(d)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Security shall bind every future Holder of the
      same
      Security and the Holder of every Security issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof in respect of
      anything done or suffered to be done by the Trustee, the Company or the
      Guarantor 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 below) 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 .




B-12




(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 (90 th )
      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 and eightieth (180 th )
      day
      after the applicable record date.




SECTION
      1.5*.*  *Notices,
      Etc.*




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:




B-13




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




(b)  the
      Company or the Guarantor by the Trustee, any Holder or any holder of Preferred
      Securities shall be sufficient for every purpose hereunder if in writing and
      mailed, first class, postage prepaid, to the Company addressed to it at c/o
      NorthStar Realty Finance Corp., 527 Madison Avenue, New York, New York 10022
      Attn: Chief Financial Officer, or at any other address previously furnished
      in
      writing to the Trustee by the Company, or to the Guarantor addressed to it
      at
      527 Madison Avenue, New York, New York 10022 Attn: Chief Financial Officer,
      or
      at any other address previously furnished in writing to the Trustee by the
      Guarantor, or




(c)  the
      Purchaser by the Trustee, the Company, the Guarantor, any Holder or any holder
      or beneficial owner of the Preferred Securities, shall be sufficient for every
      purpose hereunder if in writing and mailed first-class postage prepaid to the
      Purchaser at c/o Maples Finance Limited, P.O. Box 1093 GT, Queensgate House,
      South Church Street, George Town, Grand Cayman, Cayman Islands, Attention:
      The
      Directors, or any other address previously furnis hed
      by the
      Purchaser.




SECTION
      1.6.  *Notice
      to Holders; Waiver.*




Where
      this Indenture provides for notice to Holders of any event, such notice shall
      be
      sufficiently given (unless otherwise herein expressly provided) if in writing
      and mailed, first class, postage prepaid, to each Holder affected by such event
      to the address of such Holder as it appears in the Securities Register, not
      later than the latest date, and not earlier than the earliest date, prescribed
      for the giving of such notice. If, by reason of the suspension of or
      irregularities 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.




B-14




SECTION
      1.8.  *Successors
      and Assigns.*




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




SECTION
      1.9.  *Separability
      Clause.*




If
      any
      provision in this Indenture or in the Securities shall be invalid, illegal
      or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby, and there
      shall
      be deemed substituted for the provision at issue a valid, legal and enforceable
      provision as similar as possible to the provision at issue.




SECTION
      1.10.  *Benefits
      of Indenture.*




Nothing
      in this Indenture or in the Securities, express or implied, shall give to any
      Person, other than the parties hereto and their successors and assigns, the
      holders of Senior Debt, the Holders of the Securities and, to the extent
      expressly provided in Sections
      5.2 , 5.8 , 5.9 , 5.11 , 5.13 , 9.2 and 10.7 ,
      the
      holders of Preferred Securities, any benefit or any legal or equitable right,
      remedy or claim under this Indenture.




SECTION
      1.11.  *Governing
      Law.*




This
      Indenture and the rights and obligations of each of the Holders, the Company,
      the Guarantor 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.




B-15




ARTICLE
      II




Security
      Forms




SECTION
      2.1.  *Form
      of Security.*




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




NorthStar
      Realty Finance Limited Partnership




Junior
      Subordinated Note due 2036




No. _____________
            $__________





NorthStar
      Realty Finance Limited Partnership, a limited partnership organized and existing
      under the laws of Delaware (hereinafter called the “ *Company* ,”
which
      term includes any successor Person under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to _______________ (the “Holder”), 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 September 30, 2036. The Company further promises to pay interest
      on said principal sum from August 1, 2006, or from the most recent Interest
      Payment Date to which interest has been paid or duly provided for, quarterly
      in
      arrears on March 30 th ,
      June
      30 th ,
      September 30 th and
      December 30 th of each
      year, commencing on September 30, 2006, 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
      variable rate per annum, reset quarterly, equal to LIBOR plus 2.70%, together
      with Additional Tax Sums, if any, as provided in Section
      10.5 of the
      Indenture, until the principal hereof is paid or duly provided for or made
      available for payment; *provided* ,
      that
      any overdue principal, premium, if any, or Additional Tax Sums and any overdue
      installment of interest shall bear Additional Interest (to the extent that
      the
      payment of such interest shall be legally enforceable) at a variable rate per
      annum, reset quarterly, equal to LIBOR plus 2.70%, 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.




B-16




The
      amount of interest payable for any interest period shall be computed and paid
      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 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, 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 office or agency of the Company maintained for that purpose in 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 wire transfer instructions have not been received by
      the
      relevant record date, in which case such payments shall be made by check mailed
      to the address of such Person as such address shall appear in the Security
      Register. Notwithstanding the foregoing, so long as the Holder of this Security
      is the Property Trustee, the payment of the principal of (and premium, if any)
      and interest (including any overdue installment of interest and Additional
      Tax
      Sums, if any) on this Security will be made at such place and to such account
      as
      may be designated by the Property Trustee.




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




B-17




This
      Security shall be entitled to the benefit of the guarantee of NorthStar Realty
      Finance Corp., the “ *Guarantor* ,”
which
      term includes any successor permitted under the Indenture) as specified in
      the
      Indenture (the “ *Guarantee* ”).
      The
      obligations of the Guarantor under the Guarantee are, to the extent provided
      in
      the Indenture, subordinate and junior in right of payment to the prior payment
      in full of all Senior Debt of the Guarantor. 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 such Holder’s behalf to take such action
      as may be necessary or appropriate to acknowledge or effectuate the
      subordination of the Guarantee so provided and (c) appoints the Trustee such
      holder’s attorney-in-fact for any and all such purposes. Each Holder of this
      Security, by such Holder’s acceptance hereof, hereby waives all notice of the
      acceptance of the subordination provisions relating to the Guarantee contained
      herein and in the Indenture by each holder of Senior Debt of the Guarantor,
      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.




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 August 1, 2006 (the
“ *Indenture* ”),
      between the Company, Guarantor and Wilmington Trust Company, 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 Guarantor, 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.




All
      terms
      used in this Security that are defined in the Indenture or in the Amended and
      Restated Trust Agreement, dated as of August 1, 2006 (as modified, amended
      or
      supplemented from time to time, the “ *Trust
      Agreement* ”),
      relating to NorthStar Realty Finance Trust V (the “ *Trust* ”),
      among
      the Company, as Depositor, the trustees named therein and the holders from
      time
      to time of the Trust Securities issued pursuant thereto, shall have the meanings
      assigned to them in the Indenture or the Trust Agreement, as the case may
      be.




The
      Company may, on any Interest Payment Date, at its option, upon not less than
      thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders
      of the Securities (unless a shorter notice period shall be satisfactory to
      the
      Trustee) on or after September 30, 2011 and subject to the terms and conditions
      of Article
      XI of the
      Indenture, redeem this Security in whole at any time or in part from time to
      time at a Redemption Price equal to one hundred percent (100%) of the principal
      amount hereof, together, in the case of any such redemption, with accrued
      interest, including any Additional Interest, to but excluding the date fixed
      for
      redemption.




In
      addition, upon the occurrence and during the continuation of a Special Event,
      the Company may, at its option, upon not less than thirty (30) days’ nor more
      than sixty (60) days’ written notice to the Holders of the Securities (unless a
      shorter notice period shall be satisfactory to the Trustee), redeem this
      Security, in whole but not in part, subject to the terms and conditions of Article
      XI of the
      Indenture at the Special Event Redemption Price.




B-18




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,
      the
      Guarantor 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, the Guarantor and of the Holders of the Securities, with the
      consent of the Holders of not less than a majority in principal amount of the
      Outstanding Securities. The Indenture also contains provisions permitting
      Holders of specified percentages in principal amount of the Securities, on
      behalf of the Holders of all Securities, to waive compliance by the Company
      or
      the Guarantor 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.




As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security 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.




B-19




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 Guarantor, the Trustee and any agent of the Company, the Guarantor
      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 Guarantor, 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 duly executed this certificate this ____ day
      of
      ____________, 2006.




NorthStar
                Realty Finance Limited PartnershipBy:
              NorthStar Realty Finance Corp., itsGeneral
              PartnerBy:Name:
              Title:




SECTION
      2.2.  *Restricted
      Legend.*




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




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




B-20




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, (II) TO A PERSON WHOM THE SELLER REASONABLY
      BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR
      (III)
      TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)
      (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
      THE
      SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER
      THE SECURITIES ACT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
      OFFER
      OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
      ACT,
      IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
      OF
      THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF
      (III), SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE AN OPINION OF COUNSEL
      ADDRESSING COMPLIANCE WITH THE U.S. SECURITIES LAWS, AND OTHER INFORMATION
      SATISFACTORY TO IT AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY
      SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
      ABOVE.




B-21




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, UNLESS SUCH PURCHASER
      OR
      HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT
      OF
      LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14
      OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY,
      OR
      ANY INTEREST THEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION
      4975
      OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER
      OF THE SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED
      BY
      ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT
      PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS
      APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE
      BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF
      ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH
      PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
      406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS
      NOT
      AVAILABLE UNDER AN APPLICABLE STATUTORY OR ADMINISTRATIVE
      EXEMPTION.




B-22




(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,
      at the written direction of the Company, a Security that does not bear the
      legend.




SECTION
      2.3.  *Form
      of Trustee’s Certificate of Authentication.*




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




This
      represents Securities referred to in the within-mentioned
      Indenture.




Dated:WILMINGTON
                TRUST COMPANY,
                not in its individual capacity but solely as TrusteeBy:*Authorized
                Officer*





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.




B-23




ARTICLE
      III




The
      Securities




SECTION
      3.1.  *Payment
      of Principal and Interest.*




(a)  The
      unpaid principal amount of the Securities shall bear interest at a variable
      rate
      per annum, reset quarterly, equal to LIBOR plus 2.70% until paid or duly
      provided for, such interest to accrue from the Original Issue Date or from
      the
      most recent Interest Payment Date to which interest has been paid or duly
      provided for, and any overdue principal, premium, if any, or Additional Tax
      Sums
      and any overdue installment of interest shall bear Additional Interest (to
      the
      extent payment of such interest would be legally enforceable) at a variable
      rate
      per annum, reset quarterly, equal to LIBOR plus 2.70%, 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




B-24




(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. The amount of interest payable for any
      interest period shall be computed and paid on the basis of a 360-day year and
      the actual number of days elapsed in the relevant interest period.




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




(f)  Subject
      to the foregoing provisions of this Section
      3.1 ,
      each
      Security delivered under this Indenture upon transfer of or in exchange for
      or
      in lieu of any other Security shall carry the rights to interest accrued and
      unpaid, and to accrue, that were carried by such other Security.




B-25




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 $30,100,000 executed by the
      Company to the Trustee for authentication, together with a Company Order for
      the
      authentication and delivery of such Securities, and the Trustee in accordance
      with the Company Order shall authenticate and deliver such Securities. In
      authenticating such Securities, and accepting the additional responsibilities
      under this Indenture in relation to such Securities, the Trustee shall be
      entitled to receive, and shall be fully protected in relying upon:




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




(ii)  an
      Opinion of Counsel stating that (1) such Securities, when authenticated and
      delivered by the Trustee and issued by the Company in the manner and subject
      to
      any conditions specified in such Opinion of Counsel, will constitute valid
      and
      legally binding obligations of the Company, 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; and (3) the Securities are not required to be registered
      under the Securities Act.




(b)  The
      Securities shall be executed on behalf of the Company by its Chairman of the
      Board, its Vice Chairman of the Board, its Chief Executive Officer, its
      President or one of its Vice Presidents. The signature of any of these officers
      on the Securities may be manual or facsimile. Securities bearing the manual
      or
      facsimile signatures of individuals who were at any time the proper officers
      of
      the Company shall bind the Company, notwithstanding that such individuals or
      any
      of them have ceased to hold such offices prior to the authentication and
      delivery of such Securities or did not hold such offices at the date of such
      Securities.




(c)  No
      Security shall be entitled to any benefit under this Indenture or be valid
      or
      obligatory for any purpose, unless there appears on such Security a certificate
      of authentication substantially in the form provided for herein executed by
      the
      Trustee by the manual signature of one of its authorized officers, 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.




B-26




(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. 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
      the portion thereof to be so exchanged or canceled, or equal to 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.




B-27




(d)  Every
      Security authenticated and delivered upon registration of transfer of, or in
      exchange for or in lieu of, a Global Security or any portion thereof shall
      be
      authenticated and delivered in the form of, and shall be, a Global Security,
      unless such Security is registered in the name of a Person other than the
      Depositary for such Global Security or a nominee thereof.




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




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




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




(h)  No
      holder
      of any beneficial interest in any Global Security held on its behalf by a
      Depositary shall have any rights under this Indenture with respect to such
      Global Security, and such Depositary may be treated by the Company, the
      Guarantor, the Trustee and any agent of the Company, the Guarantor or the
      Trustee as the owner of such Global Security for all purposes whatsoever. None
      of the Company, the Guarantor, the Trustee nor any agent of the Company, the
      Guarantor 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
      Guarantor, the Trustee or any agent of the Company, the Guarantor 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.




B-28




SECTION
      3.5.  *Registration,
      Transfer and Exchange Generally.*




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




(b)  Subject
      to compliance with Section 2.2(b), upon surrender for registration of transfer
      of any Security at the offices or agencies of the Company designated for that
      purpose the Company shall execute, and the Trustee shall authenticate and
      deliver, in the name of the designated transferee or transferees, one or more
      new Securities of any authorized denominations of like tenor and aggregate
      principal amount.




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




B-29




(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.




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 Company or the Trustee to save each of
      them
      harmless, the Company shall execute and upon receipt thereof 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 Company and to the Trustee (i) evidence to their
      satisfaction of the destruction, loss or theft of any Security and (ii) such
      security or indemnity as may be required by them to save each of them 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.




(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.




B-30




SECTION
      3.7.  *Persons
      Deemed Owners.*




The
      Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
      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 Guarantor, the Trustee nor any agent of the Company,
      the Guarantor 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
      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, the Holder of,
      and any Person that acquires a direct or indirect beneficial interest in, such
      Security, intend and agree to treat such Security as indebtedness of the Company
      for United States Federal, state and local tax purposes and to treat the
      Preferred Securities (including but not limited to all payments and proceeds
      with respect to the Preferred Securities) as an undivided beneficial ownership
      interest in the Securities (and payments and proceeds therefrom, respectively)
      for United States Federal, state and local tax purposes. The provisions of
      this
      Indenture shall be interpreted to further this intention and agreement of the
      parties.




SECTION
      3.12.  *CUSIP
      Numbers.*




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




B-31




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, if any, 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-32




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




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




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




SECTION
      4.2.  *Application
      of Trust Money.*




Subject
      to the provisions of Section
      10.2(e) ,
      all
      money deposited with the Trustee pursuant to Section
      4.1 shall be
      held in trust and applied by the Trustee, in accordance with the provisions
      of
      the Securities and this Indenture, to the payment in accordance with Section
      3.1 ,
      either
      directly or through any Paying Agent (including the Company acting as its own
      Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
      of
      the principal and any premium, if any, 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, if any, on any Security
      at
      its Maturity; or




B-33




(c)  default
      in the performance, or breach, of any covenant or warranty of the Company or
      the
      Guarantor 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 and the Guarantor by the Trustee or to the
      Company, the Guarantor 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; or




(d)  the
      entry
      by a court having jurisdiction in the premises of a decree or order adjudging
      the Company or the Guarantor a bankrupt or insolvent, or approving as properly
      filed a petition seeking reorganization, arrangement, adjustment or composition
      of or in respect of the Company or the Guarantor 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 the Guarantor or of any substantial part
      of
      its property, or ordering the winding up or liquidation of its affairs, and
      the
      continuance of any such decree or order for relief or any such other decree
      or
      order unstayed and in effect for a period of sixty (60) consecutive days;
      or




(e)  the
      institution by the Company or the Guarantor of proceedings to be adjudicated
      a
      bankrupt or insolvent, or the consent by the Company or the Guarantor to the
      institution of bankruptcy or insolvency proceedings against it, or the filing
      by
      the Company or the Guarantor 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 Guarantor or of any substantial part of its property, or the making by
      the
      Company or the Guarantor of an assignment for the benefit of creditors, or
      the
      admission by the Company or the Guarantor 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 or
      the
      Guarantor in furtherance of any such action; or




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




(g)  
       the Guarantee shall cease to be in full force and effect or the Guarantor
      shall, in writing to the Trustee, to a Holder or a holder of the Preferred
      Securities or to any governmental agency or regulatory authority, deny or
      disaffirm its obligations under the Guarantee.




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 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 the Guarantor (and to the Trustee if given by Holders), provided,
      that if, upon an Event of Default, the Trustee or the Holders of not less than
      twenty five percent (25%) in principal amount of the Outstanding Securities
      fail
      to declare the principal of all the Outstanding Securities to be immediately
      due
      and payable, the holders of at least twenty five percent (25%) in aggregate
      Liquidation Amount of the Preferred Securities then outstanding shall have
      the
      right to make such declaration by a notice in writing to the Property Trustee,
      the Company and the Guarantor and the Trustee; and upon any such declaration
      the
      principal amount of and the accrued interest (including any Additional Interest)
      on all the Securities shall become immediately due and payable.




B-34




(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 principal amount of the Outstanding Securities, by
      written notice to the Indenture Trustee, or the holders of a majority in
      aggregate Liquidation Amount of the Preferred Securities, by written notice
      to
      the Property Trustee, the Company, the Guarantor and the Trustee, may rescind
      and annul such declaration and its consequences if:




(i)  the
      Company or the Guarantor 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, if any, on any Securities that have
                become
                due otherwise than by such declaration of acceleration and interest
                (including any Additional Interest) thereon at the rate borne by
                the
                Securities, and




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




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




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




B-35




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




(a)  Each
      of
      the Company and the Guarantor covenants that if:




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




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




the
      Company and the Guarantor 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 or the Guarantor 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, the Guarantor 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, the Guarantor 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 the Guarantor (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 .




B-36




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 or by Article
      XIV .




THIRD:
      Subject to Article
      XII and Article
      XIV ,
      to the
      payment of the amounts then due and unpaid upon the Securities for principal
      and
      any premium and interest (including any Additional Interest) in respect of
      which
      or for the benefit of which such money has been collected, ratably, without
      preference or priority of any kind, according to the amounts due and payable
      on
      the Securities for principal and any premium and interest (including any
      Additional Interest), respectively; and




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




SECTION
      5.7.  *Limitation
      on Suits.*




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




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




B-37




(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 and Interest; Direct Action
      by
      Holders of Preferred Securities.*




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




SECTION
      5.9.  *Restoration
      of Rights and Remedies.*




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




B-38




SECTION
      5.10.  *Rights
      and Remedies Cumulative.*




Except
      as
      otherwise provided in Section
      3.6(f) ,
      no
      right or remedy herein conferred upon or reserved to the Trustee or the Holders
      is intended to be exclusive of any other right or remedy, and every right and
      remedy shall, to the extent permitted by law, be cumulative and in addition
      to
      every other right and remedy given hereunder or now or hereafter existing at
      law
      or in equity or otherwise. The assertion or employment of any right or remedy
      hereunder, or otherwise, shall not prevent the concurrent assertion or
      employment of any other appropriate right or remedy.




SECTION
      5.11.  *Delay
      or Omission Not Waiver.*




No
      delay
      or omission of the Trustee, any Holder of any Securities or any holder of any
      Preferred Security to exercise any right or remedy accruing upon any Event
      of
      Default shall impair any such right or remedy or constitute a waiver of any
      such
      Event of Default or an acquiescence therein. Every right and remedy given by
      this Article
      V or by
      law to the Trustee or to the Holders and the right and remedy given to the
      holders of Preferred Securities by Section
      5.8 may be
      exercised from time to time, and as often as may be deemed expedient, by the
      Trustee, the Holders or the holders of Preferred Securities, as the case may
      be.




SECTION
      5.12.  *Control
      by Holders.*




The
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Securities (or, as the case may be, the holders of a majority in
      aggregate Liquidation Amount of the Preferred Securities) shall have the right
      to direct the time, method and place of conducting any proceeding for any remedy
      available to the Trustee or exercising any trust or power conferred on the
      Trustee; *provided* ,
      that:




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




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




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




SECTION
      5.13.  *Waiver
      of Past Defaults.*




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




(i)  in
      the
      payment of the principal of or any premium or interest (including any Additional
      Interest) on any Security (unless such Event of Default has been cured and
      the
      Company or the Guarantor 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




B-39




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




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




(c)  Upon
      any
      such waiver, such Event of Default shall cease to exist and any Event of Default
      arising therefrom shall be deemed to have been cured for every purpose of this
      Indenture; but no such waiver shall extend to any subsequent or other Event
      of
      Default or impair any right consequent thereon.




SECTION
      5.14.  *Undertaking
      for Costs.*




All
      parties to this Indenture agree, and each Holder of any Security by his or
      her
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Trustee for any action taken or
      omitted by it as Trustee, the filing by any party litigant in 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.*




Each
      of
      the Company and the Guarantor 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 each of the
      Company and the Guarantor (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.




B-40




ARTICLE
      VI




The
      Trustee




SECTION
      6.1.  *Corporate
      Trustee Required.*




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




SECTION
      6.2.  *Certain
      Duties and Responsibilities.*




(a)  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 (or,
      if
      applicable, from the holders of a majority in aggregate Liquidation Amount
      of
      the Preferred Securities), exercise
      such of the rights and powers vested in it by this Indenture, and use the same
      degree of care and skill in its exercise, as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own
      affairs.




(c)  Notwithstanding
      the foregoing, no provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur any financial liability in
      the
      performance of any of its duties hereunder, or in the exercise of any of its
      rights or powers, if it shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not reasonably assured to it. Whether or not therein expressly so provided,
      every provision of this Indenture relating to the conduct or affecting the
      liability of or affording protection to the Trustee shall be subject to the
      provisions of this Section
      6.2 .
      To the
      extent that, at law or in equity, the Trustee has duties and liabilities
      relating to the Holders, the Trustee shall not be liable to any Holder 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.




B-41




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




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




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




(iii)  the
      Trustee shall be under no liability for interest on any money received by it
      hereunder 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.




B-42




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
      Business Days after it has delivered such notice or such reasonably shorter
      period of time set forth in such notice the Trustee may, but shall be under
      no
      duty to, take such action, or refrain from taking such action, as the Trustee
      shall deem advisable and in the best interests of the Holders, in which event
      the Trustee shall have no liability except for its own negligence, bad faith
      or
      willful misconduct;




(c)  any
      request or direction of the Company shall be sufficiently evidenced by a Company
      Request or Company Order and any resolution of the Board of Directors may be
      sufficiently evidenced by a Board Resolution;




(d)  the
      Trustee may consult with counsel (which counsel may be counsel to the Trustee,
      the Company, the Guarantor or any of their Affiliates, and may include any
      of
      its employees) and the advice of such counsel or any Opinion of Counsel shall
      be
      full and complete authorization and protection in respect of any action taken,
      suffered or omitted by it hereunder in good faith and in reliance
      thereon;




(e)  the
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request or direction of any of the Holders
      or any holder of Preferred Securities pursuant to this Indenture, unless such
      Holders (or such holders of Preferred Securities) shall have offered to the
      Trustee security or indemnity reasonably satisfactory to it against the costs,
      expenses (including reasonable attorneys’ fees and expenses) and liabilities
      that might be incurred by it in compliance with such request or direction,
      including reasonable advances as may be requested by the Trustee;




(f)  the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, indenture, note or other
      paper
      or document, but the Trustee in its discretion may make such inquiry or
      investigation into such facts or matters as it may see fit, and, if the Trustee
      shall determine to make such inquiry or investigation, it shall be entitled
      to
      examine the books, records and premises of the Company and the Guarantor,
      personally or by agent or attorney;




B-43




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




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




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




(k)  whenever
      in the administration of this Indenture the Trustee shall deem it desirable
      that
      a matter be proved or established prior to taking, suffering or omitting any
      action hereunder, the Trustee (unless other evidence be herein specifically
      prescribed) may, in the absence of bad faith on its part, conclusively rely
      upon
      an Officer’s Certificate addressing such matter, which, upon receipt of such
      request, shall be promptly delivered by the Company or the
      Guarantor;




(l)  the
      Trustee shall not be charged with knowledge of any default or 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, the Guarantor 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.




B-44




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 and the Guarantor 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 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 (including
      in its individual capacity) 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 advancement of funds to cover the
      costs and expenses of defending itself against any claim or liability in
      connection with the exercise or performance of any of its powers or duties
      hereunder.




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




(c)  The
      obligations of the Company and the Guarantor 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.




B-45




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




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




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




B-46




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.




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
      or the Guarantor, 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.




B-47




SECTION
      6.11.  *Appointment
      of Authenticating Agent.*




(a)  The
      Trustee may appoint an Authenticating Agent or Agents with respect to the
      Securities, which shall be authorized to act on behalf of the Trustee to
      authenticate Securities issued upon original issue and upon exchange,
      registration of transfer or partial redemption thereof or pursuant to Section
      3.6 ,
      and
      Securities so authenticated shall be entitled to the benefits of this Indenture
      and shall be valid and obligatory for all purposes as if authenticated by the
      Trustee hereunder. Wherever reference is made in this Indenture to the
      authentication and delivery of Securities by the Trustee or the Trustee’s
      certificate of authentication, such reference shall be deemed to include
      authentication and delivery on behalf of the Trustee by an Authenticating Agent.
      Each Authenticating Agent shall be acceptable to the Company and shall at all
      times be a corporation organized and doing business under the laws of the United
      States of America, or of any State or Territory thereof or the District of
      Columbia, authorized under such laws to act as Authenticating Agent, having
      a
      combined capital and surplus of not less than $50,000,000 and subject to
      supervision or examination by Federal or state authority. If such Authenticating
      Agent publishes reports of condition at least annually pursuant to law or to
      the
      requirements of said supervising or examining authority, then for the purposes
      of this Section
      6.11 the
      combined capital and surplus of such Authenticating Agent shall be deemed to
      be
      its combined capital and surplus as set forth in its most recent report of
      condition so published. If at any time an Authenticating Agent shall cease
      to be
      eligible in accordance with the provisions of this Section
      6.11 ,
      such
      Authenticating Agent shall resign immediately in the manner and with the effect
      specified in this Section
      6.11 .




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




(c)  An
      Authenticating Agent may resign at any time by giving written notice thereof
      to
      the Trustee and to the Company. The Trustee may at any time terminate the agency
      of an Authenticating Agent by giving written notice thereof to such
      Authenticating Agent and to the Company. Upon receiving such a notice of
      resignation or upon such a termination, or in case at any time such
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section
      6.11 ,
      the
      Trustee may appoint a successor Authenticating Agent eligible under the
      provisions of this Section
      6.11 ,
      which
      shall be acceptable to the Company, and shall give notice of such appointment
      to
      all Holders. Any successor Authenticating Agent upon acceptance of its
      appointment hereunder shall become vested with all the rights, powers and duties
      of its predecessor hereunder, with like effect as if originally named as an
      Authenticating Agent.




(d)  The
      Company or the Guarantor 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.




B-48




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




This
      represents Securities designated therein and referred to in the within mentioned
      Indenture.




Dated:WILMINGTON
                TRUST COMPANY,
                not in its individual capacity, but solely as Trustee*Authenticating
                Agent*




By:*Authorized
                Officer*




ARTICLE
      VII




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




(b)  at
      such
      other times as the Trustee may request in writing, within thirty (30) days
      after
      the receipt by the Company of any such request, a list of similar form and
      content as of a date not more than fifteen (15) days prior to the time such
      list
      is furnished, in each case to the extent such information is in the possession
      or control of the Company and has not otherwise been received by the Trustee
      in
      its capacity as Securities Registrar.




SECTION
      7.2.  *Preservation
      of Information, Communications to Holders.*




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




B-49




(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 and Trustee.*




(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.




(b)  The
      Company shall furnish to (i) the Holders and to subsequent holders of Securities
      reasonably identified to the Company, (ii) the Purchaser, (iii) any beneficial
      owner of the Securities reasonably identified to the Company (which
      identification may be made either by such beneficial owner or the Purchaser)
      and
      (iv) any designee of (i), (ii) or (iii) above, a duly completed and executed
      certificate 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 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.




(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 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. 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 and, if
      applicable, with Section 314(a) of the Trust Indenture Act, but shall not
      relieve the Company of the requirement to deliver the certificate referred
      to in Section
      7.3(b) .
      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 contents thereof, including the Company’s compliance with any of its
      covenants hereunder, as to which the Trustee is entitled to rely upon Officer’s
      Certificates.




(d)  The
      Trustee shall receive all reports, certificates and information, which it is
      entitled to receive under each of the Operative Documents (as defined in the
      Trust Agreement), and deliver to the Purchaser, or its designees, as identified
      in writing to the Trustee, all such reports, certificates or information
      promptly upon receipt thereof.




B-50




ARTICLE
      VIII




Consolidation,
      Merger, Conveyance, Transfer or Lease




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




(a)  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:




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




(ii)  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




(iii)  the
      Company has delivered to the Trustee an Officer’s 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 Officer’s Certificate and
      Opinion of Counsel as conclusive evidence that such transaction complies with
      this Section
      8.1 .




(b)  The
      Guarantor 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 Guarantor or
      convey, transfer or lease its properties and assets substantially as an entirety
      to the Guarantor, unless:




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




B-51




(ii)  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




(iii)  the
      Guarantor has delivered to the Trustee an Officer’s 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 Officer’s Certificate and
      Opinion of Counsel as conclusive evidence that such transaction complies with
      this Section
      8.1 .




SECTION
      8.2.  *Successor
      Company or Guarantor Substituted.*




(a)  Upon
      any
      consolidation or merger by the Company or the Guarantor with or into any other
      Person, or any conveyance, transfer or lease by the Company or Guarantor 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
      or the Guarantor under this Indenture with the same effect as if such successor
      Person had been named as the Company or the Guarantor herein; and in the event
      of any such conveyance or transfer, following the execution and delivery of
      such
      supplemental indenture, the Company or the Guarantor shall be discharged from
      all obligations and covenants under the Indenture and the
      Securities.




(b)  Such
      successor Person to the Company 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.




B-52




ARTICLE
      IX




Supplemental
      Indentures




SECTION
      9.1.  *Supplemental
      Indentures without Consent of Holders.*




Without
      the consent of any Holders, the Company and the Guarantor, when authorized
      by
      Board Resolutions, 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, for any of the following purposes:




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




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




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




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




(e)  to
      evidence and provide for the acceptance of appointment hereunder by a successor
      trustee, *provided* ,
      that
      such action pursuant to this clause (e) shall not adversely affect in any
      material respect the interests of any Holders or the holders of the Preferred
      Securities; or




(f)  to
      comply
      with the rules and regulations of any securities exchange or automatic quotation
      system on which any of the Securities may be listed, traded or quoted, *provided* ,
      that
      such action pursuant to this clause (f) shall not adversely affect in any
      material respect the interests of any Holders or the holders of the Preferred
      Securities.




SECTION
      9.2.  *Supplemental
      Indentures with Consent of Holders.*




(a)  With
      the
      consent of the Holders of not less than a majority in aggregate principal amount
      of the Outstanding Securities, by Act of said Holders delivered to the Company,
      the Guarantor and the Trustee, the Company and the Guarantor, when authorized
      by
      Board Resolutions, 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,




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(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;




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




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




SECTION
      9.3.  *Execution
      of Supplemental Indentures.*




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




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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
      IXmay, 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 the Guarantor and authenticated and delivered by
      the
      Trustee in exchange for Outstanding Securities.




ARTICLE
      X




Covenants




SECTION
      10.1.  *Payment
      of Principal, Premium and Interest.*




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




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




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




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




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




(d)  The
      Company may at any time, for the purpose of obtaining the satisfaction and
      discharge of this Indenture or for any other purpose, pay, or by Company Order
      direct any Paying Agent to pay, to the Trustee all sums held in trust by the
      Company or such Paying Agent, such sums to be held by the Trustee upon the
      same
      terms as those upon which such sums were held by the Company or such Paying
      Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
      Agent shall be released from all further liability with respect to such
      money.




(e)  Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company
      in
      trust for the payment of the principal of and any premium or interest (including
      any Additional Interest) on any Security and remaining unclaimed for two years
      after such principal and any premium or interest has become due and payable
      shall (unless otherwise required by mandatory provision of applicable escheat
      or
      abandoned or unclaimed property law) be paid on Company Request to the Company,
      or (if then held by the Company) shall (unless otherwise required by mandatory
      provision of applicable escheat or abandoned or unclaimed property law) be
      discharged from such trust; and the Holder of such Security shall thereafter,
      as
      an unsecured general creditor, look only to the Company for payment thereof,
      and
      all liability of the Trustee or such Paying Agent with respect to such trust
      money, and all liability of the Company as trustee thereof, shall thereupon
      cease; *provided* ,
      that
      the Trustee or such Paying Agent, before being required to make any such
      repayment, may at the expense of the Company cause to be published once, in
      a
      newspaper published in the English language, customarily published on each
      Business Day and of general circulation in the Borough of Manhattan, The City
      of
      New York, notice that such money remains unclaimed and that, after a date
      specified therein, which shall not be less than thirty (30) days from the date
      of such publication, any unclaimed balance of such money then remaining will
      be
      repaid to the Company.




SECTION
      10.3.  *Statement
      as to Compliance.*




The
      Company shall deliver to the Trustee, within one hundred and twenty (120) days
      after the end of each fiscal year of the Company ending after the date hereof,
      an Officer’s Certificate (substantially in the form attached hereto as Exhibit
      B )
      covering the preceding fiscal 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.




B-56




SECTION
      10.4.  *Calculation
      Agent.*




(a)  The
      Company hereby agrees that for so long as any of the Securities remain
      Outstanding, there will at all times be an agent appointed to calculate LIBOR
      in
      respect of each Interest Payment Date in accordance with the terms of Schedule
      A (the
“ *Calculation
      Agent* ”).
      The
      Company has initially appointed the Property Trustee as Calculation Agent for
      purposes of determining LIBOR for each Interest Payment Date. The Calculation
      Agent may be removed by the Company at any time. Except as described in the
      immediately preceding sentence, so long as the Property Trustee holds any of
      the
      Securities, the Calculation Agent shall be the Property Trustee. 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 and dollar amount (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.  *Additional
      Tax Sums.*




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




B-57




SECTION
      10.6.  *Additional
      Covenants.*




(a)  The
      Company and Guarantor covenant and agree with each Holder of Securities that
      if
      an Event of Default shall have occurred and be continuing, it shall not (i)
      declare or pay any dividends or distributions on, or redeem, purchase, acquire
      or make a liquidation payment with respect to, any shares of the Company’s or
      the Guarantor’s Equity Interests, (ii) vote in favor of or permit or otherwise
      allow any of its respective 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, other than dividends or distributions on Equity Interests
      payable to the Guarantor, the Company or any Subsidiary thereof (for the
      avoidance of doubt, whether such preferred stock or other Equity Interests
      are
      perpetual or otherwise), or (iii) make any payment of principal of or any
      interest or premium on or repay, repurchase or redeem any debt securities of
      the
      Company or Guarantor that rank *pari
      passu* in
      all
      respects with or junior in interest to the Securities (other than (A)
      repurchases, redemptions or other acquisitions of shares of Equity Interests
      of
      the Company or Guarantor 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 Interests of the Company or Guarantor (or securities
      convertible into or exercisable for such Equity Interests) as consideration
      in
      an acquisition transaction entered into prior to the applicable Event of
      Default, (B) as a result of an exchange or conversion of any class or series
      of
      the Company’s or the Guarantor’s Equity Interests (or any Equity Interests of a
      Subsidiary of the Company or Guarantor) for any class or series of the Company’s
      or the Guarantor’s Equity Interests or of any class or series of the Company’s
      or the Guarantor’s indebtedness for any class or series of the Company’s or the
      Guarantor’s Equity Interests, (C) the purchase of fractional interests in shares
      of the Company’s or the Guarantor’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, or (E) any dividend
      in
      the form of Equity Interests, warrants, options or other rights where the
      dividend Equity Interest or the Equity Interest issuable upon exercise of such
      warrants, options or other rights is the same stock as that on which the
      dividend is being paid or rank *pari
      passu* with
      or
      junior to such Equity Interests).




B-58




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




(c)  The
      Guarantor agrees that the Guarantor will use its commercially reasonable efforts
      to meet the requirements to qualify as a REIT under Sections 856 through 860
      of
      the Code, effective for the taxable year ending December 31, 2005 and unless
      and
      until the Board of Directors of the Guarantor determines that it is in the
      best
      interests of the Guarantor not to be organized as a REIT, the Guarantor will
      be
      organized in conformity with the requirements for qualification as a REIT under
      the Code.




SECTION
      10.7.  *Waiver
      of Covenants.*




The
      Company may omit in any particular instance to comply with any covenant or
      condition contained in Section
      10.6 if,
      before or after the time for such compliance, the Holders of at least a majority
      in aggregate principal amount of the Outstanding Securities shall, by Act of
      such Holders, and at least a majority of the aggregate Liquidation Amount of
      the
      Preferred Securities then outstanding, by consent of such holders, either waive
      such compliance in such instance or generally waive compliance with such
      covenant or condition, but no such waiver shall extend to or affect such
      covenant or condition except to the extent so expressly waived, and, until
      such
      waiver shall become effective, the obligations of the Company in respect of
      any
      such covenant or condition shall remain in full force and effect.




SECTION
      10.8.  *Treatment
      of Securities.*




The
      Company will treat the Securities as indebtedness, and the amounts, other than
      payments of principal, payable in respect of the principal amount of such
      Securities as interest, for all U.S. federal income tax purposes. All payments
      in respect of the Securities will be made free and clear of U.S. withholding
      tax
      to any beneficial owner thereof that has provided an Internal Revenue Service
      Form W-9 or W-8BEN (or any substitute or successor form) establishing its U.S.
      or non-U.S. status for U.S. federal income tax purposes and establishing that
      no
      withholding is required for U.S. federal income tax purposes, or any other
      applicable form establishing an exemption from U.S. withholding
      tax.




B-59




ARTICLE
      XI




Redemption
      of Securities




SECTION
      11.1.  *Optional
      Redemption.*




The
      Company may, at its option, on any Interest Payment Date, on or after September
      30, 2011, redeem the Securities in whole at any time or in part from time to
      time, at a Redemption Price equal to one hundred percent (100%) of the principal
      amount thereof (or of the redeemed portion thereof, as applicable), together,
      in
      the case of any such redemption, with accrued interest, including any Additional
      Interest, to but excluding the date fixed for redemption.




SECTION
      11.2.  *Special
      Event Redemption.*




Upon
      the
      occurrence and during the continuation of a Special Event, the Company may,
      at
      its option, redeem the Securities, in whole but not in part, at a redemption
      price equal to one hundred three percent (103%) of the principal amount thereof,
      together, in the case of any such redemption, with accrued interest, including
      any Additional Interest, to but excluding the date fixed for redemption (the
      “Special Event Redemption Price”) .




SECTION
      11.3.  *Election
      to Redeem; Notice to Trustee.*




The
      election of the Company to redeem any Securities, in whole or in part, shall
      be
      evidenced by or pursuant to a Board Resolution. In case of any redemption at
      the
      election of the Company, the Company shall, not less than thirty (30) days
      and
      not more than sixty (60) days prior to the Redemption Date (unless a shorter
      notice shall be satisfactory to the Trustee), notify the Trustee and the
      Property Trustee under the Trust Agreement in writing of such date and of the
      principal amount of the Securities to be redeemed and provide the additional
      information required to be included in the notice or notices contemplated by Section
      11.5 .
      In the
      case of any redemption of Securities, in whole or in part, (a) prior to the
      expiration of any restriction on such redemption provided in this Indenture
      or
      the Securities or (b) pursuant to an election of the Company which is subject
      to
      a condition specified in this Indenture or the Securities, the Company shall
      furnish the Trustee with an Officer’s 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.




B-60




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




SECTION
      11.5.  *Notice
      of Redemption.*




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




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




(i)  the
      Redemption Date;




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




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




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




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




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




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SECTION
      11.6.  *Deposit
      of Redemption Price.*




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




SECTION
      11.7.  *Payment
      of Securities Called for Redemption.*




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




(b)  Upon
      presentation of any Security redeemed in part only, the Company shall execute
      and upon receipt thereof 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 of the Company.*




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 of the Company. Notwithstanding anything herein to the contrary,
      the
      Securities shall be senior to the trade debt of the Company incurred in the
      ordinary course of business.




B-62




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




(b)  In
      the
      event of a bankruptcy, insolvency or other proceeding described in clause (d)
      or
      (e) of the definition of Event of Default (each such event, if any, herein
      sometimes referred to as a “ *Proceeding* ”),
      all
      Senior Debt of the Company (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
      of
      the Company 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 of the Company in accordance with the priorities then existing
      among
      such holders until all Senior Debt of the Company (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 of the Company, 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 premium, if any, 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 or 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 of the Company 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 of the Company 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 of the Company at the time outstanding in accordance
      with the priorities then existing among such holders for application to the
      payment of all Senior Debt of the Company remaining unpaid, to the extent
      necessary to pay all such Senior Debt of the Company (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 of the Company
      is
      hereby irrevocably authorized to endorse or assign the same.




B-63




(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 of the Company 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 of the Company
      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 of the Company.*




Subject
      to the payment in full of all amounts due or to become due on all Senior Debt
      of
      the Company, or the provision for such payment in cash or cash equivalents
      or
      otherwise in a manner satisfactory to the holders of Senior Debt of the Company,
      the Holders of the Securities shall be subrogated to the extent of the payments
      or distributions made to the holders of such Senior Debt of the Company 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 of the Company
      and is entitled to like rights of subrogation by reason of any payments or
      distributions made to holders of such Senior Debt of the Company) to the rights
      of the holders of such Senior Debt of the Company to receive payments and
      distributions of cash, property and securities applicable to the Senior Debt
      of
      the Company 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 the Company 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 of the Company by Holders of the Securities or the
      Trustee, shall, as among the Company, its creditors other than holders of Senior
      Debt of the Company, 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
      of
      the Company.




B-64




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 of
      the
      Company 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 of
      the
      Company or (c) prevent the Trustee or the Holder of any Security (or to the
      extent expressly provided herein, the holder of any Preferred Security) from
      exercising all remedies otherwise permitted by applicable law upon default
      under
      this Indenture, including filing and voting claims in any Proceeding, subject
      to
      the rights, if any, under this Article
      XII of the
      holders of Senior Debt of the Company 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 of the Company 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-65




(b)  Without
      in any way limiting the generality of paragraph (a) of this Section
      12.7 ,
      the
      holders of Senior Debt of the Company 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 of the Company, 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 of the Company, or otherwise amend or supplement in any manner
      Senior Debt of the Company or any instrument evidencing the same or any
      agreement under which Senior Debt of the Company is outstanding, (ii) sell,
      exchange, release or otherwise deal with any property pledged, mortgaged or
      otherwise securing Senior Debt of the Company, (iii) release any Person liable
      in any manner for the payment of Senior Debt of the Company and (iv) exercise
      or
      refrain from exercising any rights against the Company and any other
      Person.




SECTION
      12.8.  *Notice
      to Trustee.*




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




(b)  The
      Trustee shall be entitled to rely on the delivery to it of a written notice
      by a
      Person representing himself or herself to be a holder of Senior Debt of the
      Company (or a trustee, agent, representative or attorney-in-fact therefor)
      to
      establish that such notice has been given by a holder of Senior Debt of the
      Company (or a trustee, agent, representative or attorney-in-fact therefor).
      With
      respect to any Senior Debt that is a syndicated loan, all rights of the holders
      of such Senior Debt (including, without limitation, the rights to give and
      receive notices) may be taken or exercised on behalf of the holders of such
      Senior Debt by an administrative agent for such holders or an equivalent party
      to the extent set forth therein. 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 of the Company 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 of the Company
      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.




B-66




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 of the Company 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 .




SECTION
      12.10.  *Trustee
      Not Fiduciary for Holders of Senior Debt of the Company.*




The
      Trustee, in its capacity as trustee under this Indenture, shall not owe or
      be
      deemed to owe any fiduciary duty to the holders of Senior Debt of the Company
      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
      of
      the Company shall be entitled by virtue of this Article
      XII or
      otherwise.




SECTION
      12.11.  *Rights
      of Trustee as Holder of Senior Debt of the Company; 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 of the Company that may at any time be held by it,
      to
      the same extent as any other holder of Senior Debt of the Company, and nothing
      in this Indenture shall deprive the Trustee of any of its rights as such holder.
      With respect to the holders of Senior Debt of the Company, the Trustee
      undertakes to perform only such of its obligations as are specifically set
      forth
      in this Article XII, and no implied covenants or obligations with respect to
      the
      holders of such Senior Debt of the Company shall be read into this Indenture
      against the Trustee. Nothing in this Article XII shall apply to claims of,
      or
      payments to, the Trustee under or pursuant to Section 6.6.




SECTION
      12.12.  *Article
      Applicable to Paying Agents.*




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




B-67




ARTICLE
      XIII




Guarantee




SECTION
      13.1.  *The
      Guarantee* *.*




The
      Guarantor hereby fully, unconditionally and irrevocably guarantees to each
      holder of a Security authenticated and delivered by the Trustee the due and
      punctual payment of the principal of and premium, if any, and interest
      (including Additional Interest) on such Security, when and as the same shall
      become due and payable, whether at maturity, by acceleration, upon redemption
      or
      otherwise, in accordance with the terms of such Security and this Indenture,
      as
      well as the due and punctual performance of all other obligations contained
      in
      the Securities and this Indenture. In case of the failure of the Company to
      punctually pay its obligations on any Security, the Guarantor hereby agrees
      to
      cause any such payment to be made punctually when and as the same shall become
      due and payable, whether at maturity, by acceleration, upon redemption or
      otherwise, and as if such payment were made by the Company.




SECTION
      13.2.  *Guarantee
      Unconditional, etc* *.*




The
      Guarantor hereby agrees that it shall be liable as principal and as debtor
      hereunder with respect to its obligations under this Article. This Article
      creates a guarantee of payment and not of collection on the part of the
      Guarantor. The Guarantor’s obligations hereunder shall be absolute, irrevocable
      and unconditional, irrespective of, and shall be unaffected by, any invalidity,
      irregularity or unenforceability of any Security or this Indenture, any failure
      to enforce the provisions of any Security or this Indenture, or any waiver,
      modification, consent or indulgence granted with respect thereto by the holder
      of such Security or the Trustee, the recovery of any judgment against the
      Company or any action to enforce the same, or any other circumstances which
      may
      otherwise constitute a legal or equitable discharge of a surety or guarantor.
      The Guarantor hereby waives diligence, presentment, demand of payment, filing
      of
      claims with a court in the event of merger, insolvency or bankruptcy of the
      Company, any right to require a proceeding first against the Company, protest
      or
      notice with respect to any such Security or the indebtedness evidenced thereby
      and all demands whatsoever, and covenants that this Guarantee will not be
      discharged except by payment in full of the principal of and premium, if any,
      and interest (including Additional Interest) on the Securities and the complete
      performance of all other obligations contained in the Securities and this
      Indenture. The Guarantor further agrees, to the fullest extent that it lawfully
      may do so, that, as between the Guarantor, on the one hand, and the Holders
      and
      the Trustee, on the other hand, the maturity of the Securities shall or may,
      as
      the case may be, be accelerated as provided in this Indenture for purposes
      of
      the Guarantor’s obligations under this Guarantee, notwithstanding any stay,
      injunction or prohibition existing under any bankruptcy, insolvency,
      reorganization or other similar law of any jurisdiction preventing such
      acceleration in respect of the obligations guaranteed hereby.




B-68




SECTION
      13.3.  *Reinstatement* *.*




This
      Guarantee shall continue to be effective or be reinstated, as the case may
      be,
      if at any time a payment in respect of any Security, in whole or in part, is
      rescinded or must otherwise be restored to the Company or the Guarantor upon
      the
      bankruptcy, liquidation or reorganization of the Company or
      otherwise.




SECTION
      13.4.  *Subrogation* *.*




The
      Guarantor shall be subrogated to all rights of the Holder of any Security
      against the Company in respect of any amounts paid to such Holder by the
      Guarantor pursuant to the provisions of this Guarantee; provided , however ,
      that
      the Guarantor shall not be entitled to enforce, or to receive any payments
      arising out of or based upon, such right of subrogation as a result of payment
      under this Guarantee, if, after giving effect to any such payment, any amounts
      are due and unpaid under this Guarantee. If any amount shall be paid to the
      Guarantor in violation of the preceding sentence, the Guarantor agrees to hold
      such amount in trust for the Holders and to pay such amount to the
      Holders.




ARTICLE
      XIV




Subordination
      of Guarantee




SECTION
      14.1.  *Securities
      Subordinate to Senior Debt of the Guarantor* *.*




The
      Guarantor 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
      XIV ,
      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 of the Guarantor. Notwithstanding anything herein to the contrary,
      the guarantee of the Securities shall be senior to the trade debt of the
      Guarantor incurred in the ordinary course of business.




SECTION
      14.2.  *No
      Payment When Senior Debt of the Guarantor in Default; Payment Over of Proceeds
      Upon Dissolution, Etc.*




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




B-69




(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 of the Guarantor (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 Guarantor 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
      of
      the Guarantor 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 of the Guarantor in accordance with the priorities then existing
      among such holders until all Senior Debt of the Guarantor (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 of the Guarantor, the Holders of the Securities, together with
      the
      holders of any obligations of the Guarantor ranking on a parity with the
      Securities, shall be entitled to be paid from the remaining assets of the
      Guarantor the amounts at the time due and owing on account of unpaid principal
      of and any premium and interest (including any Additional Interest) on the
      Securities and such other obligations before any payment or other distribution,
      whether in cash, property or otherwise, shall be made on account of any capital
      stock or any obligations of the Guarantor ranking junior to the Securities
      and
      such other obligations. If, notwithstanding the foregoing, any payment or
      distribution of any character or any security, whether in cash, securities
      or
      other property (other than securities of the Guarantor 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 of the Guarantor 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 of the Guarantor 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 of the Guarantor at the time outstanding in
      accordance with the priorities then existing among such holders for application
      to the payment of all Senior Debt of the Guarantor remaining unpaid, to the
      extent necessary to pay all such Senior Debt of the Guarantor (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 of the
      Guarantor is hereby irrevocably authorized to endorse or assign the
      same.




(d)  The
      Trustee and the Holders, at the expense of the Guarantor, shall take such
      reasonable action (including the delivery of this Indenture to an agent for
      any
      holders of Senior Debt of the Guarantor 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 of the
      Guarantor at the time outstanding, be necessary or appropriate to assure the
      effectiveness of the subordination effected by these provisions.




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(e)  The
      provisions of this Section
      14.2 shall
      not impair any rights, interests, remedies or powers of any secured creditor
      of
      the Guarantor 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 Guarantor, 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
      14.3.  *Payment
      Permitted If No Default* *.*




Nothing
      contained in this Article
      XIV or
      elsewhere in this Indenture or in any of the Securities shall prevent (a) the
      Guarantor, at any time, except during the pendency of the conditions described
      in paragraph (a) of Section
      14.2 or of
      any Proceeding referred to in Section 14.2 ,
      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
      14.8 )
      that
      such payment would have been prohibited by the provisions of this Article
      XIV ,
      except
      as provided in Section
      14.8 .




SECTION
      14.4.  *Subrogation
      to Rights of Holders of Senior Debt of the Guarantor* *.*




Subject
      to the payment in full of all amounts due or to become due on all Senior Debt
      of
      the Guarantor, or the provision for such payment in cash or cash equivalents
      or
      otherwise in a manner satisfactory to the holders of Senior Debt of the
      Guarantor, the Holders of the Securities shall be subrogated to the extent
      of
      the payments or distributions made to the holders of such Senior Debt of the
      Guarantor pursuant to the provisions of this Article
      XIV (equally
      and ratably with the holders of all indebtedness of the Guarantor that by its
      express terms is subordinated to Senior Debt of the Guarantor to substantially
      the same extent as the Securities are subordinated to the Senior Debt of the
      Guarantor and is entitled to like rights of subrogation by reason of any
      payments or distributions made to holders of such Senior Debt of the Guarantor)
      to the rights of the holders of such Senior Debt of the Guarantor to receive
      payments and distributions of cash, property and securities applicable to the
      Senior Debt of the Guarantor 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 the Guarantor 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
      XIV ,
      and no
      payments made pursuant to the provisions of this Article
      XIV to the
      holders of Senior Debt of the Guarantor by Holders of the Securities or the
      Trustee, shall, as among the Guarantor, its creditors other than holders of
      Senior Debt of the Guarantor, and the Holders of the Securities, be deemed
      to be
      a payment or distribution by the Guarantor to or on account of the Senior Debt
      of the Guarantor.




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SECTION
      14.5.  *Provisions
      Solely to Define Relative Rights* *.*




The
      provisions of this Article
      XIV 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 of the
      Guarantor on the other hand. Nothing contained in this Article
      XIV or
      elsewhere in this Indenture or in the Securities is intended to or shall (a)
      impair, as between the Guarantor and the Holders of the Securities, the
      obligations of the Guarantor, 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 Guarantor of the Holders of the Securities and creditors
      of
      the Guarantor other than their rights in relation to the holders of Senior
      Debt
      of the Guarantor or (c) prevent the Trustee or the Holder of any Security (or
      to
      the extent expressly provided herein, the holder of any Preferred Security)
      from
      exercising all remedies otherwise permitted by applicable law upon default
      under
      this Indenture, including filing and voting claims in any Proceeding, subject
      to
      the rights, if any, under this Article
      XIV of the
      holders of Senior Debt of the Guarantor to receive cash, property and securities
      otherwise payable or deliverable to the Trustee or such Holder.




SECTION
      14.6.  *Trustee
      to Effectuate Subordination* *.*




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




SECTION
      14.7.  *No
      Waiver of Subordination Provisions* *.*




(a)  No
      right
      of any present or future holder of any Senior Debt of the Guarantor 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 Guarantor or by any
      act
      or failure to act, in good faith, by any such holder, or by any noncompliance
      by
      the Guarantor 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
      14.7 ,
      the
      holders of Senior Debt of the Guarantor 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
      XIV or the
      obligations hereunder of such Holders of the Securities to the holders of Senior
      Debt of the Guarantor, take or fail to take any action, including without
      limitation: (i) change the manner, place or terms of payment or extend the
      time
      of payment of, or renew or alter, Senior Debt of the Guarantor, or otherwise
      amend or supplement in any manner Senior Debt of the Guarantor or any instrument
      evidencing the same or any agreement under which Senior Debt of the Guarantor
      is
      outstanding, (ii) sell, exchange, release or otherwise deal with any property
      pledged, mortgaged or otherwise securing Senior Debt of the Guarantor, (iii)
      release any Person liable in any manner for the payment of Senior Debt of the
      Guarantor and (iv) exercise or refrain from exercising any rights against the
      Guarantor and any other Person.




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SECTION
      14.8.  *Notice
      to Trustee* *.*




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




(b)  The
      Trustee shall be entitled to rely on the delivery to it of a written notice
      by a
      Person representing himself or herself to be a holder of Senior Debt of the
      Guarantor (or a trustee, agent, representative or attorney-in-fact therefor)
      to
      establish that such notice has been given by a holder of Senior Debt of the
      Guarantor (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
      of
      the Guarantor to participate in any payment or distribution pursuant to this Article
      XIV ,
      the
      Trustee may request such Person to furnish evidence to the reasonable
      satisfaction of the Trustee as to the amount of Senior Debt of the Guarantor
      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
      XIV ,
      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
      14.9.  *Reliance
      on Judicial Order or Certificate of Liquidating Agent* *.*




Upon
      any
      payment or distribution of assets of the Guarantor referred to in this Article
      XIV ,
      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 of the Guarantor and other indebtedness of the Guarantor, the
      amount thereof or payable thereon, the amount or amounts paid or distributed
      thereon and all other facts pertinent thereto or to this Article
      XIV .




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SECTION
      14.10.  *Trustee
      Not Fiduciary for Holders of Senior Debt of the Guarantor* *.*




The
      Trustee, in its capacity as trustee under this Indenture, shall not owe or
      be
      deemed to owe any fiduciary duty to the holders of Senior Debt of the Guarantor
      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 Guarantor or to any
      other Person cash, property or securities to which any holders of Senior Debt
      of
      the Guarantor shall be entitled by virtue of this Article
      XIV or
      otherwise.




SECTION
      14.11.  *Rights
      of Trustee as Holder of Senior Debt of the Guarantor; Preservation of Trustee’s
      Rights* *.*




The
      Trustee in its individual capacity shall be entitled to all the rights set
      forth
      in this Article
      XIV with
      respect to any Senior Debt of the Guarantor that may at any time be held by
      it,
      to the same extent as any other holder of Senior Debt of the Guarantor, and
      nothing in this Indenture shall deprive the Trustee of any of its rights as
      such
      holder. With respect to the holders of Senior Debt of the Guarantor, the Trustee
      undertakes to perform only such of its obligations as are specifically set
      forth
      in this Article XIV, and no implied covenants or obligations with respect to
      the
      holders of such Senior Debt of the Guarantor shall be read into this Indenture
      against the Trustee. Nothing in this Article XIV shall apply to claims of,
      or
      payments to, the Trustee under or pursuant to Section 6.6.




SECTION
      14.12.  *Article
      Applicable to Paying Agents* *.*




If
      at any
      time any Paying Agent other than the Trustee shall have been appointed by the
      Guarantor and be then acting hereunder, the term “ *Trustee* ”
as
      used
      in this Article
      XIV 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
      XIV in
      addition to or in place of the Trustee; *provided* ,
      that Sections  14.8 and 14.11 shall
      not apply to the Guarantor or any Affiliate of the Guarantor if the Guarantor
      or
      such Affiliate acts as Paying Agent.




This
      instrument may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument. Delivery of an executed
      signature page of this Indenture by facsimile transmission shall be effective
      as
      delivery of a manually executed counterpart hereof.




*
      * *
      *


B-74





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




NorthStar
                Realty Finance Limited Partnership, as IssuerBy:
            NorthStar
              Realty
              Finance Corp., itsGeneral
                Partner




By:
            /s/
              Albert TylisName: Albert Tylis
              Title:
                  General Counsel




NorthStar
                Realty Finance Corp., as GuarantorBy:
            /s/
              Albert TylisName:
                Albert Tylis
              Title:
                  General Counsel  Wilmington
                Trust Company, as TrusteeBy:
            /s/Christopher
              J. SlaybaughName:Senior
                Financial Services Officer
              Title:Christopher J. Slaybaugh




B-75